AIM INVESTMENT FUNDS
485BPOS, 1998-05-29
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<PAGE>
   
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1998
    
                                                              FILE NOS. 33-19338
                                                                       811-05426
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                             ---------------------
 
                                   FORM N-1A
 
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         PRE-EFFECTIVE AMENDMENT NO.
                                                                          / /
   
                        POST-EFFECTIVE AMENDMENT NO. 53
    
                                                                          /X/
                                     AND/OR
        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
   
                                AMENDMENT NO. 54
    
                                                                          /X/
 
                            ------------------------
 
   
                           AIM INVESTMENT FUNDS, INC.
                    (FORMERLY, G.T. INVESTMENT FUNDS, INC.)
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
    
 
                       50 CALIFORNIA STREET, 27TH FLOOR,
                            SAN FRANCISCO, CA 94111
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (415) 392-6181
 
                            ------------------------
 
   
<TABLE>
<S>                          <C>                          <C>
  MICHAEL A. SILVER, ESQ.       SAMUEL D. SIRKO, ESQ.           ARTHUR J. BROWN, ESQ.
    INVESCO (NY), INC.          A I M ADVISORS, INC.           R. DARRELL MOUNTS, ESQ.
   50 CALIFORNIA STREET,         11 GREENWAY PLAZA,           KIRKPATRICK & LOCKHART LLP
        27TH FLOOR                    SUITE 100            1800 MASSACHUSETTS AVENUE, N.W.,
  SAN FRANCISCO, CA 94111    HOUSTON, TEXAS 77046 (713)               2ND FLOOR
(NAME AND ADDRESS OF AGENT            626-1919                  WASHINGTON, D.C. 20036
       FOR SERVICE)                                                 (202) 778-9000
</TABLE>
    
 
                            ------------------------
 
    IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE:
 
    / /  IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (b) OF RULE 485.
 
   
    /X/  ON JUNE 1, 1998 PURSUANT TO PARAGRAPH (b) OF RULE 485.
    
 
   
    / / 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(1) OF RULE 485 OR SUCH
        OTHER DATE AS IT MAY BE DECLARED EFFECTIVE BY THE SECURITIES AND
        EXCHANGE COMMISSION.
    
 
    / /  ON                      PURSUANT TO PARAGRAPH (a)(1) OF RULE 485.
 
    / /  75 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(2) OF RULE 485.
 
    / /  ON                      PURSUANT TO PARAGRAPH (a)(2) OF RULE 485.
 
    IF APPROPRIATE, CHECK THE FOLLOWING BOX:
 
   
    /X/ THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE FOR A
        PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT.
    
 
   
    CERTAIN  SERIES OF THE  AIM INVESTMENT FUNDS,  INC. ARE "FEEDER  FUNDS" IN A
"MASTER/FEEDER" FUND ARRANGEMENT. THIS POST-EFFECTIVE AMENDMENT NO. 53  INCLUDES
MANUALLY  EXECUTED  SIGNATURE PAGES  FOR  TWO MASTER  TRUSTS,  GLOBAL INVESTMENT
PORTFOLIO AND GLOBAL HIGH INCOME PORTFOLIO.
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
   
                           AIM INVESTMENT FUNDS, INC.
                      CONTENTS OF POST-EFFECTIVE AMENDMENT
    
 
   
THIS POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT OF AIM INVESTMENT
FUNDS, INC. CONTAINS THE FOLLOWING DOCUMENTS:
    
 
   
<TABLE>
<S>        <C>        <C>
Facing Sheet
Contents of Post-Effective Amendment
Cross-Reference Sheet
Part A        --      Prospectus
                      -- AIM Global Theme Funds
                      -- AIM Global Income Funds
                      -- AIM Global Growth & Income Fund
                      -- AIM Latin American Growth Fund & AIM Emerging Markets Fund
                      -- AIM Developing Markets Fund
              --      Prospectus -- Advisor Class
                      -- AIM Global Theme Funds
                      -- AIM Global Income Funds
                      -- AIM Global Growth & Income Fund
                      -- AIM Latin American Growth Fund & AIM Emerging Markets Fund
                      -- AIM Developing Markets Fund
Part B        --      Statement of Additional Information
                      -- AIM Global Theme Funds
                      -- AIM Global Income Funds
                      -- AIM Global Growth & Income Fund
                      -- AIM Latin American Growth Fund
                      -- AIM Emerging Markets Fund
                      -- AIM Developing Markets Fund
              --      Statement of Additional Information -- Advisor Class
                      -- AIM Global Theme Funds
                      -- AIM Global Income Funds
                      -- AIM Global Growth & Income Fund
                      -- AIM Latin American Growth Fund
                      -- AIM Emerging Markets Fund
                      -- AIM Developing Markets Fund
Part C        --      Other Information
Signature Pages
                      -- AIM Investment Funds, Inc.
                      -- Global Investment Portfolio (a Delaware business trust)
                      -- Global Investment Portfolio (a New York common law trust)
                      -- Global High Income Portfolio (a Delaware business trust)
                      -- Global High Income Portfolio (a New York common law trust)
Exhibits
</TABLE>
    
 
<PAGE>
   
                           AIM INVESTMENT FUNDS, INC.
                             CROSS-REFERENCE SHEET
            BETWEEN ITEMS ENUMERATED IN FORM N-1A AND THIS AMENDMENT
                       PROSPECTUS -- CLASS A AND CLASS B
    
<TABLE>
<CAPTION>
ITEM NO. OF
PART A OF FORM N-1A                                      CAPTIONS IN PROSPECTUS
- ---------------------------------  ------------------------------------------------------------------
<S>                                <C>
1.  Cover Page...................  Cover Page
2.  Synopsis.....................  Prospectus Summary
3.  Condensed Financial
    Information..................  Financial Highlights
4.  General Description of
    Registrant...................  Investment Objectives and Policies; Risk Factors; Management;
                                   Other Information
5.  Management of the
    Fund.........................  Management
5A. Management's Discussion of
    Fund Performance.............  See Annual Report
6.  Capital Stock and Other
    Securities...................  Dividends, Other Distributions and Federal Income Taxation; Other
                                   Information
7.  Purchase of Securities Being
    Offered......................  How to Invest; How to Make Exchanges; Calculation of Net Asset
                                   Value; Management
8.  Redemption or
    Repurchase...................  How to Redeem Shares; Calculation of Net Asset Value
9.  Pending Legal
    Proceedings..................  Not applicable
 
<CAPTION>
 
                                     PROSPECTUS -- ADVISOR CLASS
 
ITEM NO. OF
PART A OF FORM N-1A                                      CAPTIONS IN PROSPECTUS
- ---------------------------------  ------------------------------------------------------------------
<S>                                <C>
1.  Cover Page...................  Cover Page
2.  Synopsis.....................  Prospectus Summary
3.  Condensed Financial
    Information..................  Financial Highlights
4.  General Description of
    Registrant...................  Investment Objectives and Policies; Risk Factors; Management;
                                   Other Information
5.  Management of the Fund.......  Management
5A. Management's Discussion of
    Fund Performance.............  See Annual Report
6.  Capital Stock and Other
    Securities...................  Dividends, Other Distributions and Federal Income Taxation; Other
                                   Information
7.  Purchase of Securities Being
    Offered......................  How to Invest; How to Make Exchanges; Calculation of Net Asset
                                   Value; Management
8.  Redemption or Repurchase.....  How to Redeem Shares; Calculation of Net Asset Value
9.  Pending Legal Proceedings....  Not applicable
</TABLE>
 
<PAGE>
   
                           AIM INVESTMENT FUNDS, INC.
                             CROSS-REFERENCE SHEET
            BETWEEN ITEMS ENUMERATED IN FORM N-1A AND THIS AMENDMENT
    
 
   
           STATEMENT OF ADDITIONAL INFORMATION -- CLASS A AND CLASS B
    
 
   
<TABLE>
<CAPTION>
ITEM NO. OF
PART B OF FORM N-1A                         CAPTIONS IN STATEMENT OF ADDITIONAL INFORMATION
- ---------------------------------  ------------------------------------------------------------------
<S>                                <C>
10. Cover Page...................  Cover Page
11. Table of Contents............  Table of Contents
12. General Information and
    History......................  Cover Page; Additional Information
13. Investment Objectives and
    Policies.....................  Investment Objectives and Policies;
                                   Investment Limitations; Options, Futures and Currency Strategies;
                                   Risk Factors; Execution of Portfolio Transactions
14. Management of the
    Registrant...................  Directors and Executive Officers; Management
15. Control Persons and Principal
    Holders of Securities........  Directors and Executive Officers; Management
16. Investment Advisory and Other
    Services.....................  Management; Additional Information
17. Brokerage Allocation and
    Other Practices..............  Execution of Portfolio Transactions
18. Capital Stock and Other
    Securities...................  Not applicable
19. Purchase, Redemption and
    Pricing of Securities Being
    Offered......................  Valuation of Fund Shares; Information Relating to
                                   Sales and Redemptions
20. Tax Status...................  Taxes
21. Underwriters.................  Management
22. Calculation of Performance
    Data.........................  Investment Results
23. Financial Statements.........  Financial Statements
</TABLE>
    
 
<PAGE>
   
                           AIM INVESTMENT FUNDS, INC.
                             CROSS-REFERENCE SHEET
            BETWEEN ITEMS ENUMERATED IN FORM N-1A AND THIS AMENDMENT
    
 
              STATEMENT OF ADDITIONAL INFORMATION -- ADVISOR CLASS
 
   
<TABLE>
<CAPTION>
ITEM NO. OF
PART B OF FORM N-1A                         CAPTIONS IN STATEMENT OF ADDITIONAL INFORMATION
- ---------------------------------  ------------------------------------------------------------------
<S>                                <C>
10. Cover Page...................  Cover Page
11. Table of Contents............  Table of Contents
12. General Information and
    History......................  Cover Page; Additional Information
13. Investment Objectives and
    Policies.....................  Investment Objectives and Policies;
                                   Investment Limitations; Options, Futures and Currency Strategies;
                                   Risk Factors; Execution of Portfolio Transactions
14. Management of the
    Registrant...................  Directors and Executive Officers; Management
15. Control Persons and Principal
    Holders of Securities........  Directors and Executive Officers; Management
16. Investment Advisory and Other
    Services.....................  Management; Additional Information
17. Brokerage Allocation and
    Other Practices..............  Execution of Portfolio Transactions
18. Capital Stock and Other
    Securities...................  Not applicable
19. Purchase, Redemption and
    Pricing of Securities Being
    Offered......................  Valuation of Fund Shares; Information Relating to
                                   Sales and Redemptions
20. Tax Status...................  Taxes
21. Underwriters.................  Management
22. Calculation of Performance
    Data.........................  Investment Results
23. Financial Statements.........  Financial Statements
</TABLE>
    
<PAGE>
   
                             AIM GLOBAL THEME FUNDS
    
                           PROSPECTUS -- JUNE 1, 1998
- --------------------------------------------------------------------------------
 
   
<TABLE>
<S>                                                  <C>
        AIM GLOBAL FINANCIAL SERVICES FUND             AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
          AIM GLOBAL INFRASTRUCTURE FUND                         AIM GLOBAL HEALTH CARE FUND
             AIM GLOBAL RESOURCES FUND                       AIM GLOBAL TELECOMMUNICATIONS FUND
</TABLE>
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND ("FINANCIAL SERVICES FUND") seeks long-term
capital growth by investing all of its investable assets in the Global Financial
Services Portfolio ("Financial Services Portfolio"), which, in turn, invests
primarily in equity securities of companies throughout the world that operate in
the financial services industries.
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND ("INFRASTRUCTURE FUND") seeks long-term capital
growth by investing all of its investable assets in the Global Infrastructure
Portfolio ("Infrastructure Portfolio"), which, in turn, invests primarily in
equity securities of companies throughout the world that design, develop or
provide products and services significant to a country's infrastructure.
    
 
   
AIM GLOBAL RESOURCES FUND ("RESOURCES FUND") seeks long-term capital growth by
investing all of its investable assets in the Global Resources Portfolio
("Resources Portfolio"), which, in turn, invests primarily in equity securities
of companies throughout the world that own, explore or develop natural resources
and other basic commodities or supply goods and services to such companies.
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND ("CONSUMER PRODUCTS AND SERVICES
FUND") seeks long-term capital growth by investing all of its investable assets
in the Global Consumer Products and Services Portfolio ("Consumer Products and
Services Portfolio"), which, in turn, invests primarily in equity securities of
companies throughout the world that manufacture, market, retail or distribute
consumer products and services.
    
 
   
AIM GLOBAL HEALTH CARE FUND ("HEALTH CARE FUND") seeks long-term capital
appreciation by investing primarily in equity securities of health care
companies throughout the world.
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND ("TELECOMMUNICATIONS FUND") seeks long-term
growth of capital by investing primarily in equity securities of companies
throughout the world engaged in the development, manufacture or sale of
telecommunications services or equipment.
    
 
   
Each Portfolio's investment objective is identical to that of its corresponding
Fund. There can be no assurance that any Fund or Portfolio will achieve its
investment objective. The investment experience of the Financial Services Fund,
Infrastructure Fund, Resources Fund and Consumer Products and Services Fund will
correspond directly with the investment experience of their corresponding
Portfolios.
    
 
FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED BY,
ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
 
   
The Funds and the Portfolios are managed by A I M Advisors, Inc. ("AIM") and are
sub-advised and sub-administered by INVESCO (NY), Inc. (the "Sub-adviser"). AIM
and the Sub-adviser and their worldwide asset management affiliates provide
investment management and/or administrative services to institutional, corporate
and individual clients around the world. AIM and the Sub-adviser are both
indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and its
subsidiaries are an independent investment management group that has a
significant presence in the institutional and retail segment of the investment
management industry in North America and Europe, and a growing presence in Asia.
    
 
   
This Prospectus sets forth concisely the information an investor should know
before investing and should be read carefully and retained for future reference.
A Statement of Additional Information, dated June 1, 1998, has been filed with
the Securities and Exchange Commission ("SEC") and, as supplemented or amended
from time to time, is incorporated by reference. The Statement of Additional
Information is available without charge by writing to the Funds at 50 California
Street, 27th Floor, San Francisco, CA 94111, or by calling (800) 347-4246. It is
also available, along with other related materials, on the SEC's Internet web
site (http://www.sec.gov).
    
 
   
FOR FURTHER INFORMATION, CALL (800) 824-1580 OR CONTACT YOUR FINANCIAL ADVISER.
    
 
                                     [LOGO]
 
- --------------------------------------------------------------------------------
 
THESE  SECURITIES  HAVE  NOT  BEEN APPROVED  OR  DISAPPROVED  BY  THE SECURITIES
 AND EXCHANGE  COMMISSION, NOR  HAS THE  SECURITIES AND  EXCHANGE  COMMISSION
   PASSED  ON  THE ACCURACY  OR  ADEQUACY OF  THIS  PROSPECTUS.         ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                               Prospectus Page 1
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                               TABLE OF CONTENTS
- ------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                              Page
                                                                                            ---------
<S>                                                                                         <C>
Prospectus Summary........................................................................          3
Financial Highlights......................................................................          8
Investment Objectives and Policies........................................................         19
Risk Factors..............................................................................         27
How to Invest.............................................................................         32
How to Make Exchanges.....................................................................         40
How to Redeem Shares......................................................................         42
Shareholder Account Manual................................................................         44
Calculation of Net Asset Value............................................................         45
Dividends, Other Distributions and Federal Income Taxation................................         46
Management................................................................................         48
Other Information.........................................................................         52
</TABLE>
    
 
                               Prospectus Page 2
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                               PROSPECTUS SUMMARY
- ------------------------------------------------------------
The following summary is qualified in its entirety by the more detailed
information appearing in the body of this Prospectus. Cross-references in the
summary are to headings in the body of this Prospectus.
 
   
<TABLE>
<S>                            <C>                                               <C>
The Funds and the Portfolios:  Each  Fund is a diversified series of AIM Investment Funds, Inc. (the "Company"). Each Portfolio is a
                               diversified  series  of  Global   Investment  Portfolio.  The  Portfolios,   Health  Care  Fund   and
                               Telecommunications Fund are referred to herein as the "Theme Portfolios."
 
Investment Objectives:         The  Financial Services Fund, Infrastructure Fund, Resources  Fund and Consumer Products and Services
                               Fund seek long-term capital growth.  The Health Care Fund  seeks long-term capital appreciation.  The
                               Telecommunications Fund seeks long-term growth of capital.
 
Principal Investments:         The Financial Services Fund invests all of its investable assets in the Financial Services Portfolio,
                               which, in turn, invests primarily in equity securities of companies throughout the world that operate
                               in the financial services industries.
 
                               The  Infrastructure Fund invests all of its investable assets in the Infrastructure Portfolio, which,
                               in turn,  invests primarily  in equity  securities of  companies throughout  the world  that  design,
                               develop or provide products and services significant to a country's infrastructure.
 
                               The  Resources Fund invests all of its investable  assets in the Resources Portfolio, which, in turn,
                               invests primarily in equity securities of companies throughout the world that own, explore or develop
                               natural resources and other basic commodities or supply goods and services to such companies.
 
                               The Consumer Products and Services Fund invests all of its investable assets in the Consumer Products
                               and Services  Portfolio,  which,  in  turn,  invests primarily  in  equity  securities  of  companies
                               throughout the world that manufacture, market, retail or distribute consumer products and services.
 
                               The  Health Care Fund invests primarily in equity  securities of health care companies throughout the
                               world.
 
                               The Telecommunications Fund invests primarily in equity securities of companies throughout the  world
                               engaged in the development, manufacture or sale of telecommunications services or equipment.
 
Principal Risk Factors:        There  is no assurance that any Fund or  Portfolio will achieve its investment objective. Each Fund's
                               net asset  value  will  fluctuate,  reflecting  fluctuations  in the  market  value  of  its  or  its
                               corresponding  Portfolio's portfolio  holdings. Each  Theme Portfolio's  policy of  concentrating its
                               investments in companies in its particular industries may cause a Fund's net asset value to fluctuate
                               more than if it invested in a greater number of industries.
 
                               Each Theme Portfolio  may invest  in foreign securities.  Investments in  foreign securities  involve
                               risks  relating  to  political and  economic  developments  abroad and  the  differences  between the
                               regulations to which  U.S. and foreign  issuers are  subject. Individual foreign  economies also  may
                               differ    favorably    or    unfavorably    from   the    U.S.    economy.    Changes    in   foreign
</TABLE>
    
 
                               Prospectus Page 3
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
   
<TABLE>
<S>                            <C>                                               <C>
                               currency exchange rates will affect a Fund's net asset value, earnings and gains and losses  realized
                               on  sales of securities.  Securities of foreign  companies may be  less liquid and  their prices more
                               volatile than those of securities of comparable U.S. companies.
 
                               Each Theme Portfolio  may engage in  certain foreign  currency, options and  futures transactions  to
                               attempt  to hedge  against the  overall level  of investment  and currency  risk associated  with its
                               present or planned investments. Such transactions involve certain risks and transaction costs.
 
                               The Financial Services Portfolio, Health Care Fund and Telecommunications Fund may each invest up  to
                               5%,  and  the  Infrastructure  Portfolio,  Resources Portfolio  and  Consumer  Products  and Services
                               Portfolio may each invest up to 20%, of  its total assets in below investment grade debt  securities.
                               Investments of this type are subject to a greater risk of loss of principal and interest.
 
                               See "Investment Objectives and Policies" and "Risk Factors."
 
Investment Managers:           AIM and the Sub-adviser and their worldwide asset management affiliates provide investment management
                               and/or  administrative services to institutional, corporate  and individual clients around the world.
                               AIM and the Sub-adviser are both indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and
                               its subsidiaries are an independent  investment management group that  has a significant presence  in
                               the  institutional and  retail segment  of the  investment management  industry in  North America and
                               Europe, and a growing presence in Asia. AIM was organized in 1976 and, together with its  affiliates,
                               currently  advises approximately 90  investment company portfolios.  AIM advises the  Funds and other
                               investment company portfolios which are sub-advised by  the Sub-adviser ("AIM/GT Funds"). On May  29,
                               1998,  AMVESCAP PLC acquired  the Asset Management  Division of Liechtenstein  Global Trust AG, which
                               included the Sub-adviser and certain other affiliates.  AIM also serves as the investment adviser  to
                               other  mutual funds, which are not sub-advised by the Sub-adviser, that are part of The AIM Family of
                               Funds-Registered Trademark- ("The AIM Family of Funds," and together with the AIM/GT Funds, the  "AIM
                               Funds").
 
Alternative Purchase Plan:     Investors  may select Class A or  Class B shares, each subject  to different expenses and a different
                               sales charge structure. Each class has distinct advantages and disadvantages for different investors,
                               and investors should choose the class that best suits their circumstances and objectives. See "How to
                               Invest."
</TABLE>
    
 
<TABLE>
<S>                            <C>                                               <C>
  Class A Shares:              Offered at net  asset value plus  any applicable sales  charge (maximum is  4.75% of public  offering
                               price)  and subject to  12b-1 service and  distribution fees at  the annualized rate  of 0.50% of the
                               average daily net assets of Class A shares.
</TABLE>
 
   
THE AIM FAMILY OF FUNDS, THE AIM FAMILY OF FUNDS AND DESIGN (I.E., THE AIM
LOGO), AIM AND DESIGN, AIM, AIM LINK, AIM INSTITUTIONAL FUNDS, AIMFUNDS.COM, LA
FAMILIA AIM DE FONDOS AND LA FAMILIA AIM DE FONDOS AND DESIGN ARE REGISTERED
SERVICE MARKS AND INVEST WITH DISCIPLINE AND AIM BANK CONNECTION ARE SERVICE
MARKS OF A I M MANAGEMENT GROUP INC.
    
 
                               Prospectus Page 4
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
   
<TABLE>
<S>                            <C>                                               <C>
  Class B Shares:              Offered at net asset value with no initial  sales charge (a maximum contingent deferred sales  charge
                               of  5% of net asset value at  the time of purchase or sale,  whichever is less, is imposed on certain
                               redemptions made within six years of date of purchase) and subject to 12b-1 service and  distribution
                               fees at the annualized rate of 1.00% of the average daily net assets of Class B shares.
 
Shares Available Through:      Class  A and Class B  shares are available through broker/dealers,  banks and other financial service
                               entities ("Financial Institutions") that  have entered into agreements  with the Funds'  distributor,
                               A  I M Distributors, Inc. ("AIM Distributors"). Shares also may be acquired by sending an application
                               directly to GT Global Investor Services, Inc.  (the "Transfer Agent") or through exchanges of  shares
                               as described below. See "How to Invest" and "Shareholder Account Manual."
 
Exchange Privileges:           Shares  may  be  exchanged  for shares  of  other  AIM/GT  Funds. See  "How  to  Make  Exchanges" and
                               "Shareholder Account Manual."
 
Redemptions:                   Shares may be redeemed  through Financial Institutions that  sell shares of the  Funds or the  Funds'
                               Transfer Agent. See "How to Redeem Shares" and "Shareholder Account Manual."
 
Dividends and Other            Dividends  are paid  annually from net  investment income  and realized net  short-term capital gain;
  Distributions:               other distributions are  paid annually  from net  capital gain and  net gains  from foreign  currency
                               transactions, if any.
 
Reinvestment:                  Dividends  and other distributions may be reinvested automatically in Fund shares of the distributing
                               class or in shares of the corresponding class of other AIM/GT Funds without a sales charge.
 
First Purchase:                $500 minimum ($100 for individual retirement accounts ("IRAs") and reduced amounts for certain  other
                               retirement plans).
 
Subsequent Purchases:          $100 minimum ($25 for IRAs and reduced amounts for certain other retirement plans).
 
Net Asset Values:              Quoted daily in the financial section of most newspapers.
 
Other Features:
 
  Class A Shares:              Letter of Intent                                  Dollar Cost Averaging Program
                               Quantity Discounts                                Automatic Investment Plan
                               Right of Accumulation                             Systematic Withdrawal Plan
                               Reinstatement Privilege                           Portfolio Rebalancing Program
 
  Class B Shares:              Systematic Withdrawal Plan                        Automatic Investment Plan
                               Portfolio Rebalancing Program                     Dollar Cost Averaging Program
</TABLE>
    
 
                               Prospectus Page 5
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
 
SUMMARY OF INVESTOR COSTS. The expenses and maximum transaction costs associated
with investing in the Class A and Class B shares of the Funds are reflected in
the following tables(1):
 
   
<TABLE>
<CAPTION>
                                                                                               AIM GLOBAL
                                                       AIM GLOBAL          AIM GLOBAL           FINANCIAL
                                                       HEALTH CARE        TELECOMMUNI-          SERVICES
                                                          FUND            CATIONS FUND            FUND
                                                    -----------------   -----------------   -----------------
                                                    CLASS A   CLASS B   CLASS A   CLASS B   CLASS A   CLASS B
                                                    -------   -------   -------   -------   -------   -------
SHAREHOLDER TRANSACTION COSTS (2):
<S>                                                 <C>       <C>       <C>       <C>       <C>       <C>
  Maximum sales charge on purchases of shares
   (as a % of offering price).....................   4.75%      None     4.75%      None     4.75%      None
  Sales charges on reinvested distributions to
   shareholders...................................    None      None      None      None      None      None
  Maximum deferred sales charge (as a % of net
   asset value at time of purchase or sale,
   whichever is less).............................    None     5.00%      None     5.00%      None     5.00%
  Redemption charges..............................    None      None      None      None      None      None
  Exchange fees...................................    None      None      None      None      None      None
ANNUAL FUND OPERATING EXPENSES (3):
 (AS A % OF AVERAGE NET ASSETS)
  Investment management and administration fees...   0.97%     0.97%     0.94%     0.94%     0.98%     0.98%
  12b-1 distribution and service fees.............   0.50%     1.00%     0.50%     1.00%     0.50%     1.00%
  Other expenses (after reimbursements and
   waivers).......................................   0.33%     0.33%     0.40%     0.40%     0.52%     0.52%
                                                    -------   -------   -------   -------   -------   -------
  Total Fund Operating Expenses...................   1.80%     2.30%     1.84%     2.34%     2.00%     2.50%
                                                    -------   -------   -------   -------   -------   -------
                                                    -------   -------   -------   -------   -------   -------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                                                              AIM GLOBAL
                                                      AIM GLOBAL                           CONSUMER PRODUCTS
                                                    INFRASTRUCTURE        AIM GLOBAL              AND
                                                         FUND           RESOURCES FUND       SERVICES FUND
                                                   -----------------   -----------------   -----------------
                                                   CLASS A   CLASS B   CLASS A   CLASS B   CLASS A   CLASS B
                                                   -------   -------   -------   -------   -------   -------
SHAREHOLDER TRANSACTION COSTS (2):
<S>                                                <C>       <C>       <C>       <C>       <C>       <C>
  Maximum sales charge on purchases of shares
   (as a % of offering price)....................   4.75%      None     4.75%      None     4.75%      None
  Sales charges on reinvested distributions to
   shareholders..................................    None      None      None      None      None      None
  Maximum deferred sales charge (as a % of net
   asset value at time of purchase or sale,
   whichever is less)............................    None     5.00%      None     5.00%      None     5.00%
  Redemption charges.............................    None      None      None      None      None      None
  Exchange fees:.................................    None      None      None      None      None      None
ANNUAL FUND OPERATING EXPENSES (3):
 (AS A % OF AVERAGE NET ASSETS)
  Investment management and administration
   fees..........................................   0.98%     0.98%     0.98%     0.98%     0.98%     0.98%
  12b-1 distribution and service fees............   0.50%     1.00%     0.50%     1.00%     0.50%     1.00%
  Other expenses (after reimbursements and
   waivers)......................................   0.52%     0.52%     0.52%     0.52%     0.51%     0.51%
                                                   -------   -------   -------   -------   -------   -------
  Total Fund Operating Expenses..................   2.00%     2.50%     2.00%     2.50%     1.99%     2.49%
                                                   -------   -------   -------   -------   -------   -------
                                                   -------   -------   -------   -------   -------   -------
</TABLE>
    
 
                               Prospectus Page 6
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
 
   
HYPOTHETICAL EXAMPLE OF EFFECT OF EXPENSES (6):
    
An investor would have directly or indirectly paid the following expenses at the
end of the periods shown on a $1,000 investment in the Funds, assuming a 5%
annual return:
   
<TABLE>
<CAPTION>
                                                           AIM GLOBAL                     AIM GLOBAL
                                                          HEALTH CARE                 TELECOMMUNICATIONS
                                                              FUND                           FUND
                                                  ----------------------------   ----------------------------
                                                  ONE    THREE   FIVE     TEN    ONE    THREE   FIVE     TEN
                                                  YEAR   YEARS   YEARS   YEARS   YEAR   YEARS   YEARS   YEARS
                                                  ----   -----   -----   -----   ----   -----   -----   -----
<S>                                               <C>    <C>     <C>     <C>     <C>    <C>     <C>     <C>
Class A Shares (4)..............................  $65    $102    $141    $250    $65    $103    $143    $255
Class B Shares:
  Assuming a complete redemption at end of
   period (5)...................................  $75    $105    $147    $266    $75    $106    $149    $270
  Assuming no redemption........................  $24    $ 73    $124    $266    $24    $ 74    $126    $270
 
<CAPTION>
                                                           AIM GLOBAL
                                                       FINANCIAL SERVICES
                                                              FUND
                                                  ----------------------------
                                                  ONE    THREE   FIVE     TEN
                                                  YEAR   YEARS   YEARS   YEARS
                                                  ----   -----   -----   -----
<S>                                               <C>    <C>     <C>     <C>
Class A Shares (4)..............................  $67    $108    $151    $270
Class B Shares:
  Assuming a complete redemption at end of
   period (5)...................................  $77    $111    $157    $322
  Assuming no redemption........................  $26    $ 79    $135    $322
</TABLE>
    
   
<TABLE>
<CAPTION>
                                                           AIM GLOBAL                     AIM GLOBAL
                                                         INFRASTRUCTURE                   RESOURCES
                                                              FUND                           FUND
                                                  ----------------------------   ----------------------------
                                                  ONE    THREE   FIVE     TEN    ONE    THREE   FIVE     TEN
                                                  YEAR   YEARS   YEARS   YEARS   YEAR   YEARS   YEARS   YEARS
                                                  ----   -----   -----   -----   ----   -----   -----   -----
<S>                                               <C>    <C>     <C>     <C>     <C>    <C>     <C>     <C>
Class A Shares (4)..............................  $67    $108    $151    $270    $67    $108    $151    $270
Class B Shares:
  Assuming a complete redemption at end of
   period (5)...................................  $77    $111    $157    $294    $77    $111    $157    $299
  Assuming no redemption........................  $26    $ 79    $135    $294    $26    $ 79    $135    $299
 
<CAPTION>
                                                           AIM GLOBAL
                                                       CONSUMER PRODUCTS
                                                       AND SERVICES FUND
                                                  ----------------------------
                                                  ONE    THREE   FIVE     TEN
                                                  YEAR   YEARS   YEARS   YEARS
                                                  ----   -----   -----   -----
<S>                                               <C>    <C>     <C>     <C>
Class A Shares (4)..............................  $67    $107    $150    $269
Class B Shares:
  Assuming a complete redemption at end of
   period (5)...................................  $77    $111    $157    $285
  Assuming no redemption........................  $26    $ 78    $134    $285
<FN>
- ------------------
 
(1)  THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
     COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN THE FUNDS. Long-term
     shareholders may pay more than the economic equivalent of the maximum
     front-end sales charge permitted by the National Association of Securities
     Dealers, Inc. rules regarding investment companies.
 
(2)  Sales charge waivers are available for Class A and Class B shares, and
     reduced sales charge purchase plans are available for Class A shares. The
     maximum 5% contingent deferred sales charge on Class B shares applies to
     redemptions during the first year after purchase. The charge generally
     declines by 1% annually thereafter, reaching zero after six years. See "How
     to Invest."
 
(3)  Expenses are based on the Funds' fiscal year ended October 31, 1997
     restated to reflect AIM's undertaking to limit each Fund's expenses
     (exclusive of brokerage commissions, taxes, interest and extraordinary
     expenses) to the annual rate of 2.00% and 2.50% of the average daily net
     assets of each Fund's Class A and Class B shares, respectively. Without
     reimbursements and waivers, "Other Expenses" and "Total Fund Operating
     Expenses" would have been 0.88% and 2.36%, respectively, for Class A shares
     and 0.88% and 2.86%, respectively, for Class B shares of the Financial
     Services Fund; 0.60% and 2.08%, respectively, for Class A shares and 0.60%
     and 2.58%, respectively, for Class B shares of the Infrastructure Fund; and
     0.65% and 2.13%, respectively, for Class A shares and 0.65% and 2.63%,
     respectively, for Class B shares of the Resources Fund. "Other expenses"
     include custody, transfer agency, legal, audit and other operating
     expenses. See "Management" herein and the Statement of Additional
     Information for more information. The Funds also offer Advisor Class
     shares, which are not subject to 12b-1 distribution and service fees, to
     certain categories of investors. See "How to Invest."
     The Board of Directors of the Company believes that the aggregate per share
     expenses of the Financial Services Fund, Infrastructure Fund, Resources
     Fund and Consumer Products and Services Fund and each of their
     corresponding Portfolios will be approximately equal to the expenses each
     such Fund would incur if its assets were invested directly in the type of
     securities being held by its corresponding Portfolio.
(4)  Assumes payment of maximum sales charge by the investor.
(5)  Assumes deduction of the applicable contingent deferred sales charge.
(6)  THE  "HYPOTHETICAL  EXAMPLE"  IS NOT  A  REPRESENTATION OF  PAST  OR FUTURE
     EXPENSES. THE FUNDS' AND THE PORTFOLIOS' ACTUAL EXPENSES, AND AN INVESTOR'S
     DIRECT AND INDIRECT  EXPENSES, MAY BE  MORE OR LESS  THAN THOSE SHOWN.  The
     tables and the assumption in the Hypothetical Example of a 5% annual return
     are  required by regulation of the SEC  applicable to all mutual funds. The
     5% annual return is not a prediction  of and does not represent the  Funds'
     or the Portfolios' projected or actual performance.
</TABLE>
    
 
                               Prospectus Page 7
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
 
   
The tables below provide condensed financial information concerning income and
capital changes for one Class A and Class B share of each Fund. This information
is supplemented by the financial statements and accompanying notes appearing in
the Statement of Additional Information. The financial statements and notes for
the fiscal year ended October 31, 1997, have been audited by Coopers & Lybrand
L.L.P., independent accountants, whose report thereon is also included in the
Statement of Additional Information.
    
 
   
                          AIM GLOBAL HEALTH CARE FUND
                     (FORMERLY GT GLOBAL HEALTH CARE FUND)
    
 
<TABLE>
<CAPTION>
                                                                                  CLASS A+
                                                    --------------------------------------------------------------------
                                                                            YEAR ENDED OCT. 31,
                                                    --------------------------------------------------------------------
                                                     1997*     1996*      1995     1994*     1993*      1992      1991
                                                    --------  --------  --------  --------  --------  --------  --------
<S>                                                 <C>       <C>       <C>       <C>       <C>       <C>       <C>
Per Share Operating Performance:
Net asset value, beginning of period..............  $  23.60  $  21.84  $  19.60  $  17.86  $  17.44  $  19.29  $  12.83
                                                    --------  --------  --------  --------  --------  --------  --------
Income from investment operations:
  Net investment income (loss)....................     (0.25)    (0.17)    (0.15)    (0.22)    (0.15)    (0.18)     0.03
  Net realized and unrealized gain (loss) on
   investments....................................      6.48      4.79      3.73      2.02      0.57     (1.53)     6.78
                                                    --------  --------  --------  --------  --------  --------  --------
    Net increase (decrease) from investment
     operations...................................      6.23      4.62      3.58      1.80      0.42     (1.71)     6.81
                                                    --------  --------  --------  --------  --------  --------  --------
Distributions:
  From net investment income......................        --        --        --        --        --        --     (0.07)
  From net realized gain on investments...........     (1.85)    (2.86)    (1.34)       --        --     (0.14)    (0.28)
  In excess of net realized gain on investments...        --        --        --     (0.06)       --        --        --
                                                    --------  --------  --------  --------  --------  --------  --------
    Total distributions...........................     (1.85)    (2.86)    (1.34)    (0.06)       --     (0.14)    (0.35)
                                                    --------  --------  --------  --------  --------  --------  --------
Net asset value, end of period....................  $  27.98  $  23.60  $  21.84  $  19.60  $  17.86  $  17.44  $  19.29
                                                    --------  --------  --------  --------  --------  --------  --------
                                                    --------  --------  --------  --------  --------  --------  --------
Total investment return (c).......................    28.36%    23.14%    19.79%    10.11%      2.4%    (8.9)%     54.2%
                                                    --------  --------  --------  --------  --------  --------  --------
                                                    --------  --------  --------  --------  --------  --------  --------
 
Ratios and supplemental data:
Net assets, end of period (in 000's)..............  $472,083  $467,861  $426,380  $438,940  $461,113  $655,867  $552,897
Ratio of net investment income (loss) to average
 net assets:
  With expense reductions.........................   (1.00)%   (0.71)%   (0.72)%   (1.23)%   (0.90)%   (0.97)%     0.19%
  Without expense reductions......................   (1.03)%   (0.75)%   (0.78)%       N/A       N/A       N/A       N/A
Ratio of expenses to average net assets:
  With expense reduction..........................     1.77%     1.80%     1.85%     1.98%     2.00%     2.05%     2.01%
  Without expense reduction.......................     1.80%     1.84%     1.91%       N/A       N/A       N/A       N/A
Portfolio turnover rate +++.......................      149%      157%       99%       64%       61%       30%       23%
Average commission rate per share paid on
 portfolio transactions +++.......................  $ 0.0490  $ 0.0548       N/A       N/A       N/A       N/A       N/A
</TABLE>
 
- ------------------
+   All capital shares issued and outstanding as of March 31, 1993, were
    reclassified as Class A shares.
 
+++ Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the classes of shares
    issued.
 
*   These selected per share data were calculated based upon average shares
    outstanding during the period.
 
(a) Not annualized.
 
(b) Annualized.
 
(c) Total investment return does not include sales charges.
 
N/A Not Applicable.
 
                               Prospectus Page 8
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                          AIM GLOBAL HEALTH CARE FUND
                                  (CONTINUED)
    
<TABLE>
<CAPTION>
                                                             CLASS A+                          CLASS B++
                                                    ---------------------------   ------------------------------------
                                                      YEAR      AUG. 7, 1989
                                                     ENDED      (COMMENCEMENT             YEAR ENDED OCT. 31,
                                                    OCT. 31,  OF OPERATIONS) TO   ------------------------------------
                                                      1990      OCT. 31, 1989      1997*     1996*     1995*    1994*
                                                    --------  -----------------   --------  --------  -------  -------
<S>                                                 <C>       <C>                 <C>       <C>       <C>      <C>
Per Share Operating Performance:
Net asset value, beginning of period..............  $  11.83       $ 11.43        $  23.15  $  21.56  $ 19.46  $ 17.80
                                                    --------      --------        --------  --------  -------  -------
Income from investment operations:
  Net investment income (loss)....................      0.06          0.01           (0.37)    (0.27)   (0.25)   (0.32)
  Net realized and unrealized gain (loss) on
   investments....................................      0.97          0.39            6.34      4.72     3.69     2.02
                                                    --------      --------        --------  --------  -------  -------
    Net increase (decrease) from investment
     operations...................................      1.03          0.40            5.97      4.45     3.44     1.70
                                                    --------      --------        --------  --------  -------  -------
Distributions:
  From net investment income......................     (0.03)           --              --        --                --
  From net realized gain on investments...........        --            --           (1.85)    (2.86)   (1.34)      --
  In excess of net realized gain on investments...        --            --              --        --       --    (0.04)
                                                    --------      --------        --------  --------  -------  -------
    Total distributions...........................     (0.03)           --           (1.85)    (2.86)   (1.34)   (0.04)
                                                    --------      --------        --------  --------  -------  -------
Net asset value, end of period....................  $  12.83       $ 11.83        $  27.27  $  23.15  $ 21.56  $ 19.46
                                                    --------      --------        --------  --------  -------  -------
                                                    --------      --------        --------  --------  -------  -------
Total investment return (c).......................      8.7%          3.5%(a)       27.75%    22.59%   19.17%    9.55%
                                                    --------      --------        --------  --------  -------  -------
                                                    --------      --------        --------  --------  -------  -------
 
Ratios and supplemental data:
Net assets, end of period (in 000's)..............  $145,544       $49,903        $147,440  $107,622  $70,740  $39,100
Ratio of net investment income (loss) to average
 net assets:
  With expense reductions.........................     0.66%          3.2%(b)      (1.50)%   (1.21)%  (1.22)%  (1.73)%
  Without expense reductions......................       N/A           N/A         (1.53)%   (1.25)%  (1.28)%      N/A
Ratio of expenses to average net assets:
  With expense reduction..........................     2.39%          2.5%(b)        2.27%     2.30%    2.35%    2.48%
  Without expense reduction.......................       N/A           N/A           2.30%     2.34%    2.41%      N/A
Portfolio turnover rate +++.......................       34%          183%(b)         149%      157%      99%      64%
Average commission rate per share paid on
 portfolio transactions +++.......................       N/A           N/A        $ 0.0490  $ 0.0548      N/A      N/A
 
<CAPTION>
 
                                                    APRIL 1, 1993
                                                          TO
                                                    OCT. 31, 1993*
                                                    --------------
<S>                                                 <C>
Per Share Operating Performance:
Net asset value, beginning of period..............     $  15.59
                                                    --------------
Income from investment operations:
  Net investment income (loss)....................        (0.14)
  Net realized and unrealized gain (loss) on
   investments....................................         2.35
                                                    --------------
    Net increase (decrease) from investment
     operations...................................         2.21
                                                    --------------
Distributions:
  From net investment income......................           --
  From net realized gain on investments...........           --
  In excess of net realized gain on investments...           --
                                                    --------------
    Total distributions...........................           --
                                                    --------------
Net asset value, end of period....................     $  17.80
                                                    --------------
                                                    --------------
Total investment return (c).......................        14.2%(a)
                                                    --------------
                                                    --------------
Ratios and supplemental data:
Net assets, end of period (in 000's)..............     $  8,604
Ratio of net investment income (loss) to average
 net assets:
  With expense reductions.........................       (1.4)%(b)
  Without expense reductions......................          N/A
Ratio of expenses to average net assets:
  With expense reduction..........................         2.5%(b)
  Without expense reduction.......................          N/A
Portfolio turnover rate +++.......................          61%
Average commission rate per share paid on
 portfolio transactions +++.......................          N/A
</TABLE>
 
- ------------------
+   All capital shares issued and outstanding as of March 31, 1993, were
    reclassified as Class A shares.
 
++  Commencing April 1, 1993, the Fund began offering Class B shares.
 
+++ Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the classes of shares
    issued.
 
*   These selected per share data were calculated based upon average shares
    outstanding during the period.
 
(a) Not annualized.
 
(b) Annualized.
 
(c) Total investment return does not include sales charges.
 
N/A Not Applicable.
 
                         ------------------------------
<TABLE>
<CAPTION>
                                                                                                               AVERAGE MONTHLY
                                                                                          AVERAGE MONTHLY         NUMBER OF
                                                                        AMOUNT OF DEBT    AMOUNT OF DEBT     REGISTRANT'S SHARES
                                                                        OUTSTANDING AT      OUTSTANDING          OUTSTANDING
YEAR ENDED                                                              END OF PERIOD    DURING THE PERIOD    DURING THE PERIOD
- ----------------------------------------------------------------------  --------------   -----------------   -------------------
<S>                                                                     <C>              <C>                 <C>
October 31, 1997......................................................       --              $323,288            24,106,677
 
<CAPTION>
 
                                                                        AVERAGE AMOUNT
                                                                         OF DEBT PER
                                                                         SHARE DURING
YEAR ENDED                                                                THE PERIOD
- ----------------------------------------------------------------------  --------------
<S>                                                                     <C>
October 31, 1997......................................................     $0.0134
</TABLE>
 
                               Prospectus Page 9
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                 AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
            (FORMERLY GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND)
    
<TABLE>
<CAPTION>
                                                                            CLASS A
                                                              -----------------------------------
                                                              YEAR ENDED OCT.     DEC. 30, 1994
                                                                    31,           (COMMENCEMENT
                                                              ----------------  OF OPERATIONS) TO
                                                               1997*    1996*    OCT. 31, 1995*
                                                              -------  -------  -----------------
<S>                                                           <C>      <C>      <C>
Per Share Operating Performance:
Net asset value, beginning of period........................  $ 20.98  $ 14.59      $   11.43
                                                              -------  -------  -----------------
Income from investment operations:
  Net investment income (loss)..............................    (0.15)   (0.22)          0.02**
  Net realized and unrealized gain on investments...........     2.27     7.13           3.14
                                                              -------  -------  -----------------
    Net increase from investment operations.................     2.12     6.91           3.16
                                                              -------  -------  -----------------
Distributions:
  From net realized gain on investments.....................    (0.91)   (0.52)            --
                                                              -------  -------  -----------------
    Total distributions.....................................    (0.91)   (0.52)            --
                                                              -------  -------  -----------------
Net asset value, end of period..............................  $ 22.19  $ 20.98      $   14.59
                                                              -------  -------  -----------------
                                                              -------  -------  -----------------
Total investment return (c).................................   10.55%   48.82%         27.65%(b)
                                                              -------  -------  -----------------
                                                              -------  -------  -----------------
 
Ratios and supplemental data:
Net assets, end of period (in 000's)........................  $62,637  $76,900      $   4,082
Ratio of net investment income (loss) to average net assets:
  With expense reductions and reimbursement by the
   Sub-adviser..............................................  (0.72)%  (1.14)%          0.20%(a)
  Without expense reductions and reimbursement by the
   Sub-adviser..............................................  (0.87)%  (1.24)%       (11.11)%(a)
Ratio of expenses to average net assets:
  With expense reductions and reimbursement by the
   Sub-adviser..............................................    1.84%    2.24%          2.32%(a)
  Without expense reductions and reimbursement by the
   Sub-adviser..............................................    1.99%    2.34%         13.63%(a)
Portfolio turnover rate +...................................     392%     169%           240%(a)
Average commission rate per share paid on portfolio
 transactions +.............................................  $0.0319  $0.0545            N/A
 
<CAPTION>
                                                                            CLASS B
                                                              -----------------------------------
 
                                                              YEAR ENDED OCT.     DEC. 30, 1994
                                                                    31,           (COMMENCEMENT
                                                              ----------------  OF OPERATIONS) TO
                                                               1997     1996*    OCT. 31, 1995*
                                                              -------  -------  -----------------
<S>                                                           <C>      <C>      <C>
Per Share Operating Performance:
Net asset value, beginning of period........................  $ 20.79  $ 14.53      $  11.43
                                                              -------  -------  -----------------
Income from investment operations:
  Net investment income (loss)..............................    (0.24)   (0.31)        (0.04)**
  Net realized and unrealized gain on investments...........     2.22     7.09          3.14
                                                              -------  -------  -----------------
    Net increase from investment operations.................     1.98     6.78          3.10
                                                              -------  -------  -----------------
Distributions:
  From net realized gain on investments.....................    (0.91)   (0.52)           --
                                                              -------  -------  -----------------
    Total distributions.....................................    (0.91)   (0.52)           --
                                                              -------  -------  -----------------
Net asset value, end of period..............................  $ 21.86  $ 20.79      $  14.53
                                                              -------  -------  -----------------
                                                              -------  -------  -----------------
Total investment return (c).................................    9.95%   48.11%        27.12%(b)
                                                              -------  -------  -----------------
                                                              -------  -------  -----------------
Ratios and supplemental data:
Net assets, end of period (in 000's)........................  $93,978  $87,904      $  2,959
Ratio of net investment income (loss) to average net assets:
  With expense reductions and reimbursement by the
   Sub-adviser..............................................  (1.22)%  (1.64)%       (0.30)%(a)
  Without expense reductions and reimbursement by the
   Sub-adviser..............................................  (1.37)%  (1.74)%      (11.61)%(a)
Ratio of expenses to average net assets:
  With expense reductions and reimbursement by the
   Sub-adviser..............................................    2.34%    2.74%         2.82%(a)
  Without expense reductions and reimbursement by the
   Sub-adviser..............................................    2.49%    2.84%        14.13%(a)
Portfolio turnover rate +...................................     392%     169%          240%(a)
Average commission rate per share paid on portfolio
 transactions +.............................................  $0.0319  $0.0545           N/A
</TABLE>
 
- ------------------
  + Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the classes of shares
    issued. The Fund invests only in the Consumer Products and Services
    Portfolio and does not engage in securities transactions. Accordingly, the
    portfolio turnover and average commission rates presented are for the
    Consumer Products and Services Portfolio.
 
  * These selected per share data were calculated based upon average shares
    outstanding during the period.
 
 ** Before reimbursement by the Sub-adviser, net investment income per share
    would have been reduced by $1.12 and $1.04 for Class A and Class B,
    respectively.
 
(a) Annualized.
 
(b) Not annualized.
 
(c) Total investment return does not include sales charges.
 
N/A Not Applicable.
 
                         ------------------------------
 
<TABLE>
<CAPTION>
                                                                                       AVERAGE MONTHLY
                                                                                          NUMBER OF
                                                                    AVERAGE MONTHLY      REGISTRANT'S      AVERAGE AMOUNT
                                                  AMOUNT OF DEBT    AMOUNT OF DEBT          SHARES           OF DEBT PER
                                                  OUTSTANDING AT      OUTSTANDING        OUTSTANDING        SHARE DURING
YEAR ENDED                                         END OF PERIOD   DURING THE PERIOD  DURING THE PERIOD      THE PERIOD
- ------------------------------------------------  ---------------  -----------------  ------------------  -----------------
<S>                                               <C>              <C>                <C>                 <C>
October 31, 1997................................        --             $ 103,293           8,302,173          $  0.0124
</TABLE>
 
                               Prospectus Page 10
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                       AIM GLOBAL TELECOMMUNICATIONS FUND
                  (FORMERLY GT GLOBAL TELECOMMUNICATIONS FUND)
    
 
<TABLE>
<CAPTION>
                                                                                     CLASS A+
                                                    --------------------------------------------------------------------------
                                                                                                                JAN. 27, 1992
                                                                                                                (COMMENCEMENT
                                                                       YEAR ENDED OCT. 31,                      OF OPERATIONS)
                                                    ----------------------------------------------------------        TO
                                                     1997(c)     1996(c)       1995      1994(c)       1993     OCT. 31, 1992
                                                    ----------  ----------  ----------  ----------  ----------  --------------
<S>                                                 <C>         <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period..............  $    16.69  $    16.42  $    17.80  $    16.92  $    11.16     $  11.43
                                                    ----------  ----------  ----------  ----------  ----------  --------------
Income from investment operations:
  Net investment income (loss)....................       (0.17)      (0.13)      (0.09)      (0.01)       0.08         0.14*
  Net realized and unrealized gain (loss) on
   investments....................................        2.93        1.22       (0.43)       1.17        5.83        (0.41)
                                                    ----------  ----------  ----------  ----------  ----------  --------------
    Net increase (decrease) from investment
     operations...................................        2.76        1.09       (0.52)       1.16        5.91        (0.27)
                                                    ----------  ----------  ----------  ----------  ----------  --------------
Distributions:
  From net investment income......................          --          --          --       (0.01)      (0.15)          --
  From net realized gain on investments...........       (1.41)      (0.82)      (0.86)      (0.27)         --           --
                                                    ----------  ----------  ----------  ----------  ----------  --------------
    Total distributions...........................       (1.41)      (0.82)      (0.86)      (0.28)      (0.15)          --
                                                    ----------  ----------  ----------  ----------  ----------  --------------
Net asset value, end of period....................  $    18.04  $    16.69  $    16.42  $    17.80  $    16.92     $  11.16
                                                    ----------  ----------  ----------  ----------  ----------  --------------
                                                    ----------  ----------  ----------  ----------  ----------  --------------
Total investment return (d).......................      17.70%       7.00%     (2.88)%       7.02%       53.6%       (2.4)%(a)
                                                    ----------  ----------  ----------  ----------  ----------  --------------
                                                    ----------  ----------  ----------  ----------  ----------  --------------
 
Ratios and supplemental data:
Net assets, end of period (in 000's)..............  $  910,801  $1,204,428  $1,353,722  $1,644,402  $1,223,340     $442,862
Ratio of net investment income (loss) to average
 net assets:
  With expense reductions.........................     (1.01)%     (0.84)%     (0.49)%     (0.02)%        0.8%         2.1%*(b)
  Without expense reductions......................     (1.06)%     (0.89)%     (0.55)%         N/A         N/A          N/A
Ratio of expenses to average net assets:
  With expense reductions.........................       1.79%       1.74%       1.77%        1.8%        2.0%         2.3%*(b)
  Without expense reductions......................       1.84%       1.79%       1.83%         N/A         N/A          N/A
Portfolio turnover rate +++.......................         35%         37%         62%         57%         41%           4%(b)
Average commission rate per share paid on
 portfolio
 transactions +++.................................  $   0.0085  $   0.0165         N/A         N/A         N/A          N/A
</TABLE>
 
- ------------------
+   All capital shares issued and outstanding as of March 31, 1993, were
    reclassified as Class A shares.
 
+++ Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the classes of shares
    issued.
 
*   Includes reimbursement by the Sub-adviser of Fund operating expenses of less
    than $0.01. Without such reimbursement, the annualized expense ratio would
    have been 2.30% and the annualized ratio of net investment income to average
    net assets would have been 2.04%.
 
(a) Not annualized.
 
(b) Annualized.
 
(c) These per share operating performance data were calculated based upon
    average shares outstanding during the year.
 
(d) Total investment return does not include sales charges.
 
N/A Not Applicable.
 
                               Prospectus Page 11
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                       AIM GLOBAL TELECOMMUNICATIONS FUND
                                  (CONTINUED)
    
 
<TABLE>
<CAPTION>
                                                                             CLASS B++
                                                    -----------------------------------------------------------
                                                                                                     APRIL 1,
                                                                                                       1993
                                                                 YEAR ENDED OCT. 31,                    TO
                                                    ----------------------------------------------   OCT. 31,
                                                     1997(c)     1996(c)       1995      1994(c)       1993
                                                    ----------  ----------  ----------  ----------  -----------
<S>                                                 <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period..............  $    16.37  $    16.20  $    17.66  $    16.87   $  12.68
                                                    ----------  ----------  ----------  ----------  -----------
Income from investment operations:
  Net investment income (loss)....................       (0.25)      (0.23)      (0.17)      (0.10)      0.01
  Net realized and unrealized gain (loss) on
   investments....................................        2.87        1.22       (0.43)       1.17       4.18
                                                    ----------  ----------  ----------  ----------  -----------
    Net increase (decrease) from investment
     operations...................................        2.62        0.99       (0.60)       1.07       4.19
                                                    ----------  ----------  ----------  ----------  -----------
Distributions:
  From net investment income......................          --          --          --       (0.01)        --
  From net realized gain on investments...........       (1.41)      (0.82)      (0.86)      (0.27)        --
                                                    ----------  ----------  ----------  ----------  -----------
    Total distributions...........................       (1.41)      (0.82)      (0.86)      (0.28)        --
                                                    ----------  ----------  ----------  ----------  -----------
Net asset value, end of period....................  $    17.58  $    16.37  $    16.20  $    17.66   $  16.87
                                                    ----------  ----------  ----------  ----------  -----------
                                                    ----------  ----------  ----------  ----------  -----------
Total investment return (d).......................      17.15%       6.46%     (3.37)%       6.50%      33.0%(a)
                                                    ----------  ----------  ----------  ----------  -----------
                                                    ----------  ----------  ----------  ----------  -----------
 
Ratios and supplemental data:
Net assets, end of period (in 000's)..............  $  805,535  $1,007,654  $1,111,520  $1,184,081   $455,335
Ratio of net investment income (loss) to average
 net assets:
  With expense reductions.........................     (1.51)%     (1.34)%     (0.99)%     (0.52)%       0.3%(b)
  Without expense reductions......................     (1.56)%     (1.39)%     (1.05)%         N/A        N/A
Ratio of expenses to average net assets:
  With expense reductions.........................       2.29%       2.24%       2.27%        2.3%       2.5%(b)
  Without expense reductions......................       2.34%       2.29%       2.33%         N/A        N/A
Portfolio turnover rate +++.......................         35%         37%         62%         57%        41%
Average commission rate per share paid on
 portfolio transactions +++.......................  $   0.0085  $   0.0165         N/A         N/A        N/A
</TABLE>
 
- ------------------
++  Commencing April 1, 1993, the Fund began offering Class B shares.
 
+++ Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the classes of shares
    issued.
 
(a) Not annualized.
 
(b) Annualized.
 
(c) These per share operating performance data were calculated based upon
    average shares outstanding during the year.
 
(d) Total investment return does not include sales charges.
 
N/A Not Applicable.
 
                         ------------------------------
 
<TABLE>
<CAPTION>
                                                                                       AVERAGE MONTHLY
                                                                                          NUMBER OF
                                                                    AVERAGE MONTHLY      REGISTRANT'S      AVERAGE AMOUNT
                                                  AMOUNT OF DEBT    AMOUNT OF DEBT          SHARES           OF DEBT PER
                                                  OUTSTANDING AT      OUTSTANDING        OUTSTANDING        SHARE DURING
YEAR ENDED                                         END OF PERIOD   DURING THE PERIOD  DURING THE PERIOD      THE PERIOD
- ------------------------------------------------  ---------------  -----------------  ------------------  -----------------
<S>                                               <C>              <C>                <C>                 <C>
October 31, 1997................................        --            $ 8,225,969         113,614,232         $  0.0724
</TABLE>
 
                               Prospectus Page 12
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                       AIM GLOBAL FINANCIAL SERVICES FUND
                  (FORMERLY GT GLOBAL FINANCIAL SERVICES FUND)
    
 
<TABLE>
<CAPTION>
                                                     CLASS A
                                 -----------------------------------------------
                                                                   MAY 31, 1994
                                                                  (COMMENCEMENT
                                      YEAR ENDED OCT. 31,         OF OPERATIONS)
                                 ------------------------------    TO OCT. 31,
                                 1997(d)    1996(d)    1995(d)         1994
                                 --------   --------   --------   --------------
<S>                              <C>        <C>        <C>        <C>
Per Share Operating
 Performance:
Net asset value, beginning of
 period.......................   $  14.20   $  11.92   $  11.62   $    11.43
                                 --------   --------   --------   --------------
Income from investment
 operations:
  Net investment income (loss)
   +..........................       0.04       0.05       0.17         0.02
  Net realized and unrealized
   gain (loss) on
   investments................       3.97       2.36       0.13         0.17
                                 --------   --------   --------   --------------
    Net increase (decrease)
     from investment
     operations...............       4.01       2.41       0.30         0.19
                                 --------   --------   --------   --------------
Distributions:
  From net investment
   income.....................         --      (0.12)        --           --
  From net realized gain on
   investments................      (0.99)     (0.01)        --           --
                                 --------   --------   --------   --------------
    Total distributions.......      (0.99)     (0.13)        --           --
                                 --------   --------   --------   --------------
Net asset value, end of
 period.......................   $  17.22   $  14.20   $  11.92   $    11.62
                                 --------   --------   --------   --------------
                                 --------   --------   --------   --------------
Total investment return (c)...     29.91%     20.21%      2.58%        1.66%(b)
                                 --------   --------   --------   --------------
                                 --------   --------   --------   --------------
 
Ratios and supplemental data:
Net assets, end of period (in
 000's).......................   $ 29,639   $  7,302   $  5,687   $    3,175
Ratio of net investment income
 (loss) to average net assets:
  With expense reductions and
   reimbursement from the
   Sub-adviser................      0.23%      0.41%      1.46%        0.66%(a)
  Without expense reductions
   and reimbursement from the
   Sub-adviser................      0.16%    (0.66)%    (5.34)%      (7.26)%(a)
Ratio of expenses to average
 net assets:
  With expense reductions and
   reimbursement from the
   Sub-adviser................      2.29%      2.32%      2.34%        2.40%(a)
  Without expense reductions
   and reimbursement from the
   Sub-adviser................      2.36%      3.39%      9.14%       10.32%(a)
Portfolio turnover rate ++....        91%       103%       170%          53%(a)
Average commission rate per
 share paid on portfolio
 transactions ++..............   $ 0.0014   $ 0.0080        N/A          N/A
</TABLE>
 
- ------------------
 +  Before reimbursement by the Sub-adviser, the net investment income per share
    for Class A and Class B of the Financial Services Fund would have been
    reduced by $0.13 and $0.13, respectively, for the year ended Oct. 31, 1996,
    $0.59 and $0.59, respectively, for the year ended Oct. 31, 1995, and $0.23
    and $0.23, respectively, from May 31, 1994 to Oct. 31, 1994.
 
++  Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the class of shares
    issued. The Fund invests only in the Financial Services Portfolio and does
    not engage in securities transactions. Accordingly, the portfolio turnover
    and average commission rates presented are for the Financial Services
    Portfolio.
 
(a) Annualized.
 
(b) Not annualized.
 
(c) Total investment return does not include sales charges.
 
(d) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
N/A Not Applicable.
 
                               Prospectus Page 13
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                       AIM GLOBAL FINANCIAL SERVICES FUND
                                  (CONTINUED)
    
 
<TABLE>
<CAPTION>
                                                     CLASS B
                                 -----------------------------------------------
                                                                   MAY 31, 1994
                                                                  (COMMENCEMENT
                                      YEAR ENDED OCT. 31,         OF OPERATIONS)
                                 ------------------------------    TO OCT. 31,
                                 1997(d)    1996(d)    1995(d)         1994
                                 --------   --------   --------   --------------
<S>                              <C>        <C>        <C>        <C>
Per Share Operating
 Performance:
Net asset value, beginning of
 period.......................   $  14.06   $  11.83   $  11.60   $    11.43
                                 --------   --------   --------   --------------
Income from investment
 operations:
  Net investment income (loss)
   +..........................      (0.04)     (0.01)      0.11           --
  Net realized and unrealized
   gain (loss) on
   investments................       3.94       2.34       0.12         0.17
                                 --------   --------   --------   --------------
    Net increase (decrease)
     from investment
     operations...............       3.90       2.33       0.23         0.17
                                 --------   --------   --------   --------------
Distributions:
  From net investment
   income.....................         --      (0.09)        --           --
  From net realized gain on
   investments................      (0.99)     (0.01)        --           --
                                 --------   --------   --------   --------------
    Total distributions.......      (0.99)     (0.10)        --           --
                                 --------   --------   --------   --------------
Net asset value, end of
 period.......................   $  16.97   $  14.06   $  11.83   $    11.60
                                 --------   --------   --------   --------------
                                 --------   --------   --------   --------------
Total investment return (c)...     29.13%     19.81%      1.98%        1.49%(b)
                                 --------   --------   --------   --------------
                                 --------   --------   --------   --------------
 
Ratios and supplemental data:
Net assets, end of period (in
 000's).......................   $ 47,585   $  9,886   $  4,548   $    2,235
Ratio of net investment income
 (loss) to average net assets:
  With expense reductions and
   reimbursement from the
   Sub-adviser................    (0.27)%    (0.09)%      0.96%        0.16%(a)
  Without expense reductions
   and reimbursement from the
   Sub-adviser................    (0.34)%    (1.16)%    (5.84)%      (7.76)%(a)
Ratio of expenses to average
 net assets:
  With expense reductions and
   reimbursement from the
   Sub-adviser................      2.79%      2.82%      2.84%        2.90%(a)
  Without expense reductions
   and reimbursement from the
   Sub-adviser................      2.86%      3.89%      9.64%       10.82%(a)
Portfolio turnover rate ++....        91%       103%       170%          53%(a)
Average commission rate per
 share paid on portfolio
 transactions ++..............   $ 0.0014   $ 0.0080        N/A          N/A
</TABLE>
 
- ------------------
 +  Before reimbursement by the Sub-adviser, the net investment income per share
    for Class A and Class B of the Financial Services Fund would have been
    reduced by $0.13 and $0.13, respectively, for the year ended Oct. 31, 1996,
    $0.59 and $0.59, respectively, for the year ended Oct. 31, 1995, and $0.23
    and $0.23, respectively, from May 31, 1994 to Oct. 31, 1994.
 
++  Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the class of shares
    issued. The Fund invests only in the Financial Services Portfolio and does
    not engage in securities transactions. Accordingly, the portfolio turnover
    and average commission rates presented are for the Financial Services
    Portfolio.
 
(a) Annualized.
 
(b) Not annualized.
 
(c) Total investment return does not include sales charges.
 
(d) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
N/A Not Applicable.
 
                               Prospectus Page 14
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                         AIM GLOBAL INFRASTRUCTURE FUND
                    (FORMERLY GT GLOBAL INFRASTRUCTURE FUND)
    
 
<TABLE>
<CAPTION>
                                                     CLASS A
                                 -----------------------------------------------
                                                                   MAY 31, 1994
                                                                  (COMMENCEMENT
                                      YEAR ENDED OCT. 31,         OF OPERATIONS)
                                 ------------------------------         TO
                                 1997(d)    1996(d)      1995     OCT. 31, 1994
                                 --------   --------   --------   --------------
<S>                              <C>        <C>        <C>        <C>
Per Share Operating
 Performance:
Net asset value, beginning of
 period.......................   $  14.42   $  12.11   $  12.47   $    11.43
                                 --------   --------   --------   --------------
Income from investment
 operations:
  Net investment income (loss)
   +..........................      (0.01)     (0.03)     (0.03)        0.01
  Net realized and unrealized
   gain (loss) on
   investments................       1.32       2.34      (0.33)        1.03
                                 --------   --------   --------   --------------
    Net increase (decrease)
     from investment
     operations...............       1.31       2.31      (0.36)        1.04
                                 --------   --------   --------   --------------
Distributions:
  From net realized gain on
   investments................      (0.72)        --         --           --
                                 --------   --------   --------   --------------
    Total distributions.......      (0.72)        --         --           --
                                 --------   --------   --------   --------------
Net asset value, end of
 period.......................   $  15.01   $  14.42   $  12.11   $    12.47
                                 --------   --------   --------   --------------
                                 --------   --------   --------   --------------
Total investment return (c)...      9.38%     19.08%    (2.89)%        9.10%(b)
                                 --------   --------   --------   --------------
                                 --------   --------   --------   --------------
 
Ratios and supplemental data:
Net assets, end of period (in
 000's).......................   $ 38,281   $ 38,397   $ 36,241   $   23,615
Ratio of net investment income
 (loss) to average net assets:
  With expense reductions and
   reimbursement from the
   Sub-adviser................    (0.09)%    (0.19)%    (0.32)%        0.41%(a)
  Without expense reductions
   and reimbursement from the
   Sub-adviser................    (0.17)%    (0.30)%    (0.58)%      (0.47)%(a)
Ratio of expenses to average
 net assets:
  With expense reductions and
   reimbursement from the
   Sub-adviser................      2.00%      2.14%      2.36%        2.40%(a)
  Without expense reductions
   and reimbursement from the
   Sub-adviser................      2.08%      2.25%      2.62%        3.28%(a)
Portfolio turnover rate ++....        41%        41%        45%          18%
Average commission rate per
 share paid on portfolio
 transactions ++..............   $ 0.0046   $ 0.0109        N/A          N/A
</TABLE>
 
- ------------------
 +  Before reimbursement by the Sub-adviser, the net investment income per share
    for Class A and Class B of the Infrastructure Fund would have been reduced
    by $0.03 and $0.03, respectively, for the year ended Oct. 31, 1995, and
    $0.02 and $0.02, respectively, from May 31, 1994 to Oct. 31, 1994.
 
++  Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the class of shares
    issued. The Fund invests only in the Infrastructure Portfolio and does not
    engage in securities transactions. Accordingly, the portfolio turnover and
    commission rates presented are for the Infrastructure Portfolio.
 
(a) Annualized.
 
(b) Not annualized.
 
(c) Total investment return does not include sales charges.
 
(d) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
N/A Not Applicable.
 
                               Prospectus Page 15
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                         AIM GLOBAL INFRASTRUCTURE FUND
                                  (CONTINUED)
    
 
<TABLE>
<CAPTION>
                                                     CLASS B
                                 -----------------------------------------------
                                                                   MAY 31, 1994
                                                                  (COMMENCEMENT
                                      YEAR ENDED OCT. 31,         OF OPERATIONS)
                                 ------------------------------         TO
                                 1997(d)    1996(d)      1995     OCT. 31, 1994
                                 --------   --------   --------   --------------
<S>                              <C>        <C>        <C>        <C>
Per Share Operating
 Performance:
Net asset value, beginning of
 period.......................   $  14.24   $  12.03   $  12.45   $    11.43
                                 --------   --------   --------   --------------
Income from investment
 operations:
  Net investment income (loss)
   +..........................      (0.09)     (0.09)     (0.09)       (0.01)
  Net realized and unrealized
   gain (loss) on
   investments................       1.32       2.30      (0.33)        1.03
                                 --------   --------   --------   --------------
    Net increase (decrease)
     from investment
     operations...............       1.23       2.21      (0.42)        1.02
                                 --------   --------   --------   --------------
Distributions:
  From net realized gain on
   investments................      (0.72)        --         --           --
                                 --------   --------   --------   --------------
    Total distributions.......      (0.72)        --         --           --
                                 --------   --------   --------   --------------
Net asset value, end of
 period.......................   $  14.75   $  14.24   $  12.03   $    12.45
                                 --------   --------   --------   --------------
                                 --------   --------   --------   --------------
Total investment return (c)...      8.83%     18.37%    (3.37)%        8.92%(b)
                                 --------   --------   --------   --------------
                                 --------   --------   --------   --------------
 
Ratios and supplemental data:
Net assets, end of period (in
 000's).......................   $ 57,199   $ 53,678   $ 50,181   $   30,954
Ratio of net investment income
 (loss) to average net assets:
  With expense reductions and
   reimbursement from the
   Sub-adviser................    (0.59)%    (0.69)%    (0.82)%      (0.09)%(a)
  Without expense reductions
   and reimbursement from the
   Sub-adviser................    (0.67)%    (0.80)%    (1.08)%      (0.97)%(a)
Ratio of expenses to average
 net assets:
  With expense reductions and
   reimbursement from the
   Sub-adviser................      2.50%      2.64%      2.86%        2.90%(a)
  Without expense reductions
   and reimbursement from the
   Sub-adviser................      2.58%      2.75%      3.12%        3.78%(a)
Portfolio turnover rate ++....        41%        41%        45%          18%
Average commission rate per
 share paid on portfolio
 transactions ++..............   $ 0.0046   $ 0.0109        N/A          N/A
</TABLE>
 
- ------------------
 +  Before reimbursement by the Sub-adviser, the net investment income per share
    for Class A and Class B of the Infrastructure Fund would have been reduced
    by $0.03 and $0.03, respectively, for the year ended Oct. 31, 1995, and
    $0.02 and $0.02, respectively, from May 31, 1994 to Oct. 31, 1994.
 
++  Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the class of shares
    issued. The Fund invests only in the Infrastructure Portfolio and does not
    engage in securities transactions. Accordingly, the portfolio turnover and
    commission rates presented are for the Infrastructure Portfolio.
 
(a) Annualized.
 
(b) Not annualized.
 
(c) Total investment return does not include sales charges.
 
(d) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
N/A Not Applicable.
 
                               Prospectus Page 16
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                           AIM GLOBAL RESOURCES FUND
                  (FORMERLY GT GLOBAL NATURAL RESOURCES FUND)
    
 
<TABLE>
<CAPTION>
                                                                CLASS A
                                          ----------------------------------------------------
                                                                                     MAY 31,
                                                                                       1994
                                                                                    (COMMENCEMENT
                                                                                        OF
                                                                                    OPERATIONS)
                                                    YEAR ENDED OCT. 31,             TO
                                          ---------------------------------------    OCT. 31,
                                            1997(d)       1996(d)        1995          1994
                                          -----------   -----------   -----------   ----------
<S>                                       <C>           <C>           <C>           <C>
Per Share Operating Performance:
Net asset value, beginning of period....   $    17.43    $    11.44    $    12.41    $  11.43
                                          -----------   -----------   -----------   ----------
Income from investment operations:
  Net investment income (loss) +........        (0.25)        (0.24)         0.04        0.06
  Net realized and unrealized gain
   (loss) on investments................         4.08          6.28         (0.98)       0.92
                                          -----------   -----------   -----------   ----------
    Net increase (decrease) from
     investment operations..............         3.83          6.04         (0.94)       0.98
                                          -----------   -----------   -----------   ----------
Distributions:
  From net investment income............           --         (0.04)        (0.03)         --
  From net realized gain on
   investments..........................        (0.61)        (0.01)           --          --
                                          -----------   -----------   -----------   ----------
    Total distributions.................        (0.61)        (0.05)        (0.03)         --
                                          -----------   -----------   -----------   ----------
Net asset value, end of period..........   $    20.65    $    17.43    $    11.44    $  12.41
                                          -----------   -----------   -----------   ----------
                                          -----------   -----------   -----------   ----------
Total investment return (c).............       22.64%        53.04%       (7.58)%       8.57%(b)
                                          -----------   -----------   -----------   ----------
                                          -----------   -----------   -----------   ----------
 
Ratios and supplemental data:
Net assets, end of period (in 000's)....   $   69,975    $   48,729    $   12,598    $ 14,797
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement from the Sub-adviser...      (1.41)%       (1.55)%         0.41%       2.63%(a)
  Without expense reductions and
   reimbursement from the Sub-adviser...      (1.51)%       (1.65)%       (0.69)%       0.65%(a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement from the Sub-adviser...        2.03%         2.20%         2.37%       2.40%(a)
  Without expense reductions and
   reimbursement from the Sub-adviser...        2.13%         2.30%         3.47%       4.38%(a)
Portfolio turnover rate ++..............         321%           94%           87%        137%
Average commission rate per share paid
 on portfolio transactions ++...........   $   0.0112    $   0.0243           N/A         N/A
</TABLE>
 
- ------------------
   
 +  Before reimbursement by the Sub-adviser, the net investment income per share
    for Class A and Class B of the Resources Fund would have been reduced by
    $0.14 and $0.13, respectively, for the year ended Oct. 31, 1995, and $0.04
    and $0.04, respectively, from May 31, 1994 to Oct. 31, 1994.
    
 
   
++  Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the classes of shares
    issued. The Fund invests only in the Resources Portfolio and does not engage
    in securities transactions. Accordingly, the portfolio turnover and average
    commission rates presented are for the Resources Portfolio.
    
 
(a) Annualized.
 
(b) Not annualized.
 
(c) Total investment return does not include sales charges.
 
(d) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
N/A Not Applicable.
 
                               Prospectus Page 17
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                           AIM GLOBAL RESOURCES FUND
                                  (CONTINUED)
    
 
<TABLE>
<CAPTION>
                                                                CLASS B
                                          ----------------------------------------------------
                                                                                     MAY 31,
                                                                                       1994
                                                                                    (COMMENCEMENT
                                                                                        OF
                                                                                    OPERATIONS)
                                                    YEAR ENDED OCT. 31,             TO
                                          ---------------------------------------    OCT. 31,
                                            1997(d)       1996(d)        1995          1994
                                          -----------   -----------   -----------   ----------
<S>                                       <C>           <C>           <C>           <C>
Per Share Operating Performance:
Net asset value, beginning of period....   $    17.29    $    11.36    $    12.38    $  11.43
                                          -----------   -----------   -----------   ----------
Income from investment operations:
  Net investment income (loss) +........        (0.33)        (0.31)        (0.02)       0.03
  Net realized and unrealized gain
   (loss) on investments................         4.02          6.25         (0.98)       0.92
                                          -----------   -----------   -----------   ----------
    Net increase (decrease) from
     investment operations..............         3.69          5.94         (1.00)       0.95
                                          -----------   -----------   -----------   ----------
Distributions:
  From net investment income............           --            --         (0.02)         --
  From net realized gain on
   investments..........................        (0.61)        (0.01)           --          --
                                          -----------   -----------   -----------   ----------
    Total distributions.................        (0.61)        (0.01)        (0.02)         --
                                          -----------   -----------   -----------   ----------
Net asset value, end of period..........   $    20.37    $    17.29    $    11.36    $  12.38
                                          -----------   -----------   -----------   ----------
                                          -----------   -----------   -----------   ----------
Total investment return (c).............       21.99%        52.39%         (8.05)%     8.31%(b)
                                          -----------   -----------   -----------   ----------
                                          -----------   -----------   -----------   ----------
 
Ratios and supplemental data:
Net assets, end of period (in 000's)....   $   86,812    $   57,749    $   13,978    $ 13,404
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement from the Sub-adviser...      (1.91)%       (2.05)%       (0.09)%       2.13%(a)
  Without expense reductions and
   reimbursement from the Sub-adviser...      (2.01)%       (2.15)%       (1.19)%       0.15%(a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement from the Sub-adviser...        2.53%         2.70%         2.87%       2.90%(a)
  Without expense reductions and
   reimbursement from the Sub-adviser...        2.63%         2.80%         3.97%       4.88%(a)
Portfolio turnover rate ++..............         321%           94%           87%        137%
Average commission rate per share paid
 on portfolio transactions ++...........   $   0.0112    $   0.0243           N/A         N/A
</TABLE>
 
- ------------------
   
 +  Before reimbursement by the Sub-adviser, the net investment income per share
    for Class A and Class B of the Resources Fund would have been reduced by
    $0.14 and $0.13, respectively, for the year ended Oct. 31, 1995, and $0.04
    and $0.04, respectively, from May 31, 1994 to Oct. 31, 1994.
    
 
   
++  Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the classes of shares
    issued. The Fund invests only in the Resources Portfolio and does not engage
    in securities transactions. Accordingly, the portfolio turnover and average
    commission rates presented are for the Resources Portfolio.
    
 
(a) Annualized.
 
(b) Not annualized.
 
(c) Total investment return does not include sales charges.
 
(d) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
N/A Not Applicable.
 
                         ------------------------------
 
<TABLE>
<CAPTION>
                                                                                       AVERAGE MONTHLY
                                                                                          NUMBER OF
                                                                    AVERAGE MONTHLY      REGISTRANT'S      AVERAGE AMOUNT
                                                  AMOUNT OF DEBT    AMOUNT OF DEBT          SHARES           OF DEBT PER
                                                  OUTSTANDING AT      OUTSTANDING        OUTSTANDING        SHARE DURING
YEAR ENDED                                         END OF PERIOD   DURING THE PERIOD  DURING THE PERIOD      THE PERIOD
- ------------------------------------------------  ---------------  -----------------  ------------------  -----------------
<S>                                               <C>              <C>                <C>                 <C>
October 31, 1997................................    $ 4,670,000        $ 999,474           7,868,612          $  0.1270
</TABLE>
 
                               Prospectus Page 18
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                             INVESTMENT OBJECTIVES
                                  AND POLICIES
 
- --------------------------------------------------------------------------------
 
FINANCIAL SERVICES FUND
The Financial Services Fund's investment objective is long-term capital growth.
It seeks its objective by investing all of its investable assets in the
Financial Services Portfolio, which, in turn, invests primarily in equity
securities of companies throughout the world that operate in the financial
services industries. The Financial Services Portfolio's investment objective is
identical to that of the Financial Services Fund.
 
At least 65% of the Financial Services Portfolio's total assets normally will be
invested in common and preferred stocks and warrants to acquire such securities
issued by financial services companies. A "financial services" company is an
entity in which (i) at least 50% of either the revenues or earnings was derived
from financial services activities, or (ii) at least 50% of the assets was
devoted to such activities, based on the company's most recent fiscal year. The
remainder of the Financial Services Portfolio's assets may be invested in debt
securities issued by financial services companies and/or equity and debt
securities of companies outside of the financial services industries, which, in
the opinion of the Sub-adviser, stand to benefit from developments in the
financial services industries.
 
GLOBAL FINANCIAL SERVICES INDUSTRIES INVESTMENT. Examples of financial services
companies include commercial banks and savings institutions and loan
associations and their holding companies; consumer and industrial finance
companies; diversified financial services companies; investment banks; insurance
brokerages; securities brokerage and investment advisory companies; real estate-
related companies; leasing companies; and a variety of firms in all segments of
the insurance field such as multi-line, property and casualty and life insurance
and insurance holding companies.
 
The Sub-adviser believes an accelerating rate of global economic interdependence
will lead to significant growth in the demand for financial services. In
addition, in the Sub-adviser's view, as the industries evolve, opportunities
will emerge for those companies positioned for the future. Thus, the Sub-adviser
expects that banking and related financial institution consolidation in the
developed countries, increased demand for retail borrowing in developing
countries, a growing need for international trade-based financing, a rising
demand for sophisticated risk management, the proliferating number of liquid
securities markets around the world, and larger concentrations of investable
assets should lead to growth in financial service companies that are positioned
for the future.
 
INFRASTRUCTURE FUND
The Infrastructure Fund's investment objective is long-term capital growth. It
seeks its objective by investing all of its investable assets in the
Infrastructure Portfolio, which, in turn, invests primarily in equity securities
of companies throughout the world that design, develop or provide products and
services significant to a country's infrastructure. The Infrastructure
Portfolio's investment objective is identical to that of the Infrastructure
Fund.
 
At least 65% of the Infrastructure Portfolio's total assets normally will be
invested in common and preferred stocks and warrants to acquire such securities
issued by infrastructure companies. An "infrastructure" company is an entity in
which (i) at least 50% of either the revenues or earnings was derived from
infrastructure activities, or (ii) at least 50% of the assets was devoted to
such activities, based on the company's most recent fiscal year. The remainder
of the Infrastructure Portfolio's assets may be invested in debt securities
issued by infrastructure companies and/or equity and debt securities of
companies outside of the infrastructure industries, which, in the opinion of the
Sub-adviser, stand to benefit from developments in the infrastructure
industries.
 
GLOBAL INFRASTRUCTURE INDUSTRIES INVESTMENT. Examples of infrastructure
companies include those engaged in designing, developing or providing the
following products and services: electricity production; oil, gas, and coal
exploration, development, production and distribution; water supply, including
water treatment facilities; nuclear power and other alternative energy sources;
transportation, including the construction or operation of transportation
systems; steel, concrete, or similar types of products; communications equipment
and services (including equipment and services for both data and voice
transmission); mobile communications and cellular
 
                               Prospectus Page 19
<PAGE>
                             AIM GLOBAL THEME FUNDS
radio/paging; emerging technologies combining telephone, television and/or
computer systems; and other products and services, which, in the Sub-adviser's
judgment, constitute services significant to the development of a country's
infrastructure.
 
The Sub-adviser believes that a country's infrastructure is one key to the
long-term success of that country's economy. The Sub-adviser believes that
adequate energy, transportation, water, and communications systems are essential
elements for long-term economic growth. The Sub-adviser believes that many
developing nations, especially in Asia and Latin America, plan to make
significant expenditures to the development of their infrastructure in the
coming years, which is expected to facilitate increased levels of services and
manufactured goods.
 
In the developed countries of North America, Europe, Japan and the Pacific Rim,
the Sub-adviser expects that the replacement and upgrade of transportation and
communications systems should stimulate growth in the infrastructure industries
of those countries. In addition, in the Sub-adviser's view, deregulation of
telecommunications and electric and gas utilities in many countries is promoting
significant changes in these industries.
 
The Sub-adviser believes that strong economic growth in developing countries and
infrastructure replacement, upgrade, and deregulation in more developed
countries provide an environment for favorable investment opportunities in
infrastructure companies worldwide. In addition, the long-term growth rates of
certain foreign countries' economies may be substantially higher than the
long-term growth rate of the U.S. economy. An integral aspect of certain foreign
countries' economies may be the development or improvement of their
infrastructure.
 
   
RESOURCES FUND
    
   
The Resources Fund's investment objective is long-term capital growth. It seeks
its objective by investing all of its investable assets in the Resources
Portfolio, which, in turn, invests primarily in equity securities of companies
throughout the world that own, explore or develop natural resources and other
basic commodities or supply goods and services to such companies. The Resources
Portfolio's investment objective is identical to that of the Resources Fund.
    
 
   
At least 65% of the Resources Portfolio's total assets will normally be invested
in common stock and preferred stock, and warrants to acquire such securities,
issued by natural resource companies. A "natural resource" company is an entity
in which (i) at least 50% of either the revenues or earnings was derived from
natural resource activities, or (ii) at least 50% of the assets was devoted to
such activities, based upon the company's most recent fiscal year. The remainder
of the Resources Portfolio's assets may be invested in debt securities issued by
natural resource companies and/or equity and debt securities of companies
outside of the natural resource industries, which, in the opinion of the
Sub-adviser, stand to benefit from developments in the natural resource
industries.
    
 
   
GLOBAL RESOURCE INDUSTRIES INVESTMENT. Examples of natural resource companies
include those which own, explore or develop: energy sources (such as oil, gas
and coal); ferrous and non-ferrous metals (such as iron, aluminum, copper,
nickel, zinc and lead), strategic metals (such as uranium and titanium) and
precious metals (such as gold, silver and platinum); chemicals; forest products
(such as timber, coated and uncoated tree sheet, pulp and newsprint); other
basic commodities (such as foodstuffs); refined products (such as chemicals and
steel) and service companies that sell to these producers and refiners; and
other products and services, which, in the Sub-adviser's opinion are significant
to the ownership and development of natural resources and other basic
commodities.
    
 
The Sub-adviser believes that the liberalization of formerly socialist economies
will bring about dramatic changes in both the supply and demand for natural
resources. In addition, rapid industrialization in developing countries of Asia
and Latin America is generating new demands for industrial materials that are
affecting world commodities markets. The Sub-adviser believes these changes are
likely to create investment opportunities that benefit from new sources of
supply and/or from changes in commodities prices.
 
The Sub-adviser also believes that investments in natural resource industries
offer an opportunity to protect wealth against the capital-eroding effects of
inflation. During periods of accelerating inflation or currency uncertainty,
worldwide investment demand for natural resources, particularly precious metals,
tends to increase, and during periods of disinflation or currency stability, it
tends to decrease. The Sub-adviser believes that rising commodity prices and
increasing worldwide industrial production may favorably affect share prices of
natural resource companies, and investments in such companies can offer
excellent opportunities to offset the effects of inflation.
 
                               Prospectus Page 20
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
CONSUMER PRODUCTS AND SERVICES FUND
The Consumer Products and Services Fund's investment objective is long-term
capital growth. It seeks its objective by investing all of its investable assets
in the Consumer Products and Services Portfolio, which, in turn, invests
primarily in equity securities of companies throughout the world that
manufacture, market, retail or distribute consumer products and services. The
Consumer Products and Services Portfolio's investment objective is identical to
that of the Consumer Products and Services Fund.
 
At least 65% of the Consumer Products and Services Portfolio's total assets
normally will be invested in common and preferred stocks and warrants to acquire
such securities issued by consumer products and services companies. A "consumer
products or services" company is an entity in which (i) at least 50% of either
the revenues or earnings was derived from activities relating to consumer
products or services, or (ii) at least 50% of the assets was devoted to such
activities, based on the company's most recent fiscal year. The remainder of the
Consumer Products and Services Portfolio's assets may be invested in debt
securities issued by consumer products or services companies and/or equity and
debt securities of companies outside the consumer products or services
industries, which, in the opinion of the Sub-adviser, stand to benefit from
developments in such industries.
 
GLOBAL CONSUMER PRODUCTS AND SERVICES INDUSTRIES INVESTMENT. Examples of
consumer products and services companies include those that manufacture, market,
retail, or distribute: durable goods (such as homes, household goods,
automobiles, boats, furniture and appliances, and computers); non-durable goods
(such as food and beverages and apparel); media, entertainment, broadcasting,
publishing and sports-related goods and services (such as television and radio
broadcast, motion pictures, wireless communications, gaming casinos, theme
parks, restaurants and lodging); and goods and services to companies in the
foregoing industries (such as advertisers, textile companies and distribution
and shipping companies).
 
The Consumer Products and Services Portfolio expects that a significant portion
of its assets may be invested in the securities of U.S. issuers from time to
time, particularly those that market their products globally. However, consumer
products and services companies of a particular nation or region of the world
are often operated and owned in their local markets, close to their customers.
These companies, the Sub-adviser believes, may offer superior opportunities for
capital growth as compared to their larger, multinational counterparts. Certain
global markets may be more attractive than others from time to time; companies
dependent on U.S. markets, for example, may be outperformed by companies not
dependent on U.S. markets.
 
The Sub-adviser also believes that the demand for consumer products and services
worldwide will increase along with rising disposable incomes in both developed
and developing nations. Emerging economies, such as those in China, Southeast
Asia, Eastern Europe and Latin America, offer opportunities for the growth and
expansion of consumer markets. These regions currently comprise a growing source
of inexpensive consumer products for export and a growing source of demand for
consumer products and services as the disposable incomes of their populations
increase. In the Sub-adviser's view, these changes are likely to create
investment opportunities in companies, both local and multinational, that are
able to employ innovative manufacturing, marketing, retailing and distribution
methods to open new markets and/or expand existing markets.
 
HEALTH CARE FUND
The Health Care Fund's investment objective is long-term capital appreciation.
It seeks its objective by investing primarily in equity securities of health
care companies throughout the world.
 
At least 65% of the Health Care Fund's total assets normally will be invested in
common and preferred stocks, and warrants to acquire such securities, issued by
health care companies. A "health care" company is an entity in which (i) at
least 50% of either the revenues or earnings was derived from health care
activities, or (ii) at least 50% of the assets was devoted to such activities,
based on the company's most recent fiscal year. The remainder of the Health Care
Fund's assets may be invested in debt securities issued by health care companies
and/or equity and debt securities of companies outside of the health care
industry, which, in the opinion of the Sub-adviser, stand to benefit from
developments in the health care industries.
 
GLOBAL HEALTH CARE INDUSTRIES INVESTMENT. Examples of health care companies
include those that are substantially engaged in the design, manufacture or sale
of products or services used for or in connection with health care or medicine.
Such firms may include pharmaceutical companies; firms that design, manufacture,
sell or supply medical, dental
 
                               Prospectus Page 21
<PAGE>
                             AIM GLOBAL THEME FUNDS
and optical products, hardware or services; companies involved in biotechnology,
medical diagnostic, and biochemical research and development; and companies
involved in the ownership and/or operation of health care facilities.
 
The Health Care Fund expects that, from time to time, a significant portion of
its assets may be invested in the securities of U.S. issuers. Health care
industries, however, are global industries with significant, growing markets
outside of the United States. A sizeable portion of the companies which comprise
the health care industries are headquartered outside of the United States, and
many important pharmaceutical and biotechnology discoveries and technological
breakthroughs have occurred outside of the United States, primarily in Japan,
the United Kingdom and Western Europe.
 
The Sub-adviser believes that the global health care industries offer attractive
long-term supply/ demand dynamics. While the United States, Western Europe, and
Japan presently account for a substantial portion of health care expenditures,
this should change dramatically in the coming decade if the populations of
developing countries devote an increasing percentage of income to health care.
Additionally, the Sub-adviser believes demographics on aging point to a
significant increase in demand from the industrialized nations, as the elderly
account for a growing proportion of worldwide health care spending. Finally, in
the Sub-adviser's view, technology will continue to expand the range of products
and services offered, with new drugs, medical devices and surgical procedures
addressing medical conditions previously considered untreatable.
 
In addition to these underlying trends, the United States is presently
experiencing a period of rapid and profound change in its own health care
system, marked by the rise of managed care, the formation of health care
delivery networks, and widespread consolidation across all segments of the
industry. The Sub-adviser believes that this transition offers investment
opportunities in those companies acting as consolidators or otherwise gaining
market share at the expense of less efficient competitors.
 
TELECOMMUNICATIONS FUND
The Telecommunications Fund's investment objective is long-term growth of
capital. It seeks its objective by investing primarily in equity securities of
companies throughout the world engaged in the development, manufacture or sale
of telecommunications services or equipment.
 
At least 65% of the Telecommunications Fund's total assets normally will be
invested in common and preferred stocks and warrants to acquire such securities
issued by telecommunications companies. A "telecommunications" company is an
entity in which (i) at least 50% of either its revenues or earnings was derived
from telecommunications activities, or (ii) at least 50% of its assets was
devoted to telecommunications activities, based on the company's most recent
fiscal year. The remainder of the assets of the Telecommunications Fund may be
invested in debt securities issued by telecommunications companies and/or equity
and debt securities of companies outside of the telecommunications industry
which, in the opinion of the Sub-adviser, stand to benefit from developments in
the telecommunications industries.
 
GLOBAL TELECOMMUNICATIONS INDUSTRIES INVESTMENT. Telecommunications companies
cover a variety of sectors, ranging from companies concentrating on established
technologies to those primarily engaged in emerging or developing technologies.
The characteristics of companies focusing on the same technology will vary among
countries depending upon the extent to which the technology is established in
the particular country. The Sub-adviser will allocate the Telecommunications
Fund's investments among these sectors depending upon its assessment of their
relative long-term growth potential.
 
Examples of telecommunications companies include those engaged in designing,
developing or providing the following products and services: communications
equipment and services (including equipment and services for both data and voice
transmission); electronic components and equipment; broadcasting (including
television and radio, satellite, microwave and cable television and
narrowcasting); computer equipment, mobile communications and cellular
radio/paging; electronic mail; local and wide area networking and linkage of
word and data processing systems; publishing and information systems; videotext
and teletext; and emerging technologies combining telephone, television and/or
computer systems.
 
The Sub-adviser believes that there are opportunities for continued growth in
demand for components, products, media and systems to collect, store, retrieve,
transmit, process, distribute, record, reproduce and use information. The
pervasive societal impact of communications and information technologies has
been accelerated by the lower costs and higher efficiencies that result
 
                               Prospectus Page 22
<PAGE>
                             AIM GLOBAL THEME FUNDS
from the blending of computers with telecommunications systems. Accordingly,
companies engaged in the production of methods for using electronic and,
potentially, video technology to communicate information are expected to be
important in the Telecommunications Fund's portfolio. Older technologies, such
as photography and print also may be represented, however.
 
SELECTION OF INVESTMENTS AND ASSET ALLOCATION. Each Theme Portfolio expects
that, from time to time, a significant portion of its assets may be invested in
the securities of domestic issuers. Each industry represented in the Theme
Portfolios, however, is a global industry with significant, growing markets
outside of the United States. A sizeable proportion of the companies which
comprise such industries are headquartered outside of the United States.
 
For these reasons, the Sub-adviser believes that a portfolio composed only of
securities of U.S. issuers does not provide the greatest potential for return
from a Theme Portfolio investment. The Sub-adviser uses its financial expertise
in markets located throughout the world and the substantial global resources of
AMVESCAP PLC in attempting to identify those countries and companies then
providing the greatest potential for long-term capital appreciation. In this
fashion, the Sub-adviser seeks to enable shareholders to capitalize on the
substantial investment opportunities and the potential for long-term growth of
capital presented by the global industries represented in the Theme Portfolios.
 
   
The Sub-adviser allocates each Theme Portfolio's assets among securities of
countries and in currency denominations where opportunities for meeting each
Theme Portfolio's investment objective are expected to be the most attractive.
Each Theme Portfolio may invest substantially in securities denominated in one
or more currencies. Under normal conditions, each Theme Portfolio invests in the
securities of issuers located in at least three countries, including the United
States; investments in securities of issuers in any one country, other than the
United States, will represent no more than 40% of the Financial Services
Portfolio's and the Telecommunication Fund's total assets, and no more than 50%
of the Infrastructure Portfolio's, the Resources Portfolio's, the Health Care
Fund's and the Consumer Products and Services Portfolio's total assets.
    
 
In analyzing specific companies for possible investment, the Sub-adviser
ordinarily looks for several of the following characteristics: above-average per
share earnings growth; high return on invested capital; a healthy balance sheet;
sound financial and accounting policies and overall financial strength; strong
competitive advantages; effective research and product development and
marketing; development of new technologies; efficient service; pricing
flexibility; strong management; and general operating characteristics that will
enable the companies to compete successfully in their respective markets.
 
   
In assessing companies for the Resources Portfolio, the Sub-adviser will also
evaluate, among other factors, their capabilities for expanded exploration and
production, superior exploration programs and production techniques and
facilities, current inventories, expected production and demand levels and the
potential to accumulate new resources.
    
 
   
TEMPORARY DEFENSIVE STRATEGIES. In the interest of preserving shareholders'
capital, the Sub-adviser may employ a temporary defensive investment strategy if
it determines such a strategy to be warranted due to market, economic or
political conditions. Under a defensive strategy, each Theme Portfolio may
invest up to 100% of its total assets in cash (U.S. dollars, foreign currencies
or multinational currency units) and/or high quality debt securities or money
market instruments of U.S. or foreign issuers. In addition, for temporary
defensive purposes, most or all of each Theme Portfolio's investments may be
made in the United States and denominated in U.S. dollars. To the extent any
Theme Portfolio adopts a temporary defensive posture, it will not be invested so
as to achieve directly its investment objective. In addition, pending investment
of proceeds from new sales of Fund shares or to meet its ordinary daily cash
needs, each Theme Portfolio may hold cash (U.S. dollars, foreign currencies or
multinational currency units) and may invest in foreign or domestic high quality
money market instruments. For a full description of money market instruments,
see "Money Market Instruments" in the Investment Objectives and Policies section
of the Statement of Additional Information.
    
 
PRIVATIZATIONS. The governments of some foreign countries have been engaged in
programs of selling part or all of their stakes in government owned or
controlled enterprises ("privatizations"). The Sub-adviser believes that
privatizations may offer opportunities for significant capital appreciation and
intends to invest assets of the Theme Portfolios in privatizations in
appropriate circumstances. In certain foreign countries, the ability of
 
                               Prospectus Page 23
<PAGE>
                             AIM GLOBAL THEME FUNDS
foreign entities such as the Theme Portfolios to participate in privatizations
may be limited by local law, or the terms on which the Theme Portfolios may be
permitted to participate may be less advantageous than those for local
investors. There can be no assurance that foreign governments will continue to
sell companies currently owned or controlled by them or that privatization
programs will be successful.
 
   
INVESTMENTS IN OTHER INVESTMENT COMPANIES. Each Theme Portfolio may invest up to
10% of its total assets in other investment companies, some of which may be
investment vehicles or companies that are advised by the Sub-adviser or its
affiliates ("Affiliated Funds"). As a shareholder in an investment company, that
Theme Portfolio would bear its ratable share of that investment company's
expenses, including its advisory and administration fees. At the same time, the
Theme Portfolio would continue to pay its own management fees and other
expenses. AIM and the Sub-adviser will waive their advisory fees to the extent
that a Theme Portfolio invests in an Affiliated Fund.
    
 
BORROWING, REVERSE REPURCHASE AGREEMENTS AND ROLL TRANSACTIONS. A Theme
Portfolio may borrow from banks or may borrow through reverse repurchase
agreements and "roll" transactions in connection with meeting requests for the
redemptions of a Theme Portfolio's shares. A Theme Portfolio also may borrow up
to 5% of its total assets for temporary or emergency purposes other than to meet
redemptions. A Theme Portfolio may borrow up to 33 1/3% of its total assets.
However, no additional investments will be made if a Theme Portfolio's
borrowings exceed 5% of its total assets. Any borrowing by a Theme Portfolio may
cause greater fluctuation in the value of its shares than would be the case if a
Theme Portfolio did not borrow.
 
A reverse repurchase agreement is a borrowing transaction in which a Theme
Portfolio transfers possession of a security to another party, such as a bank or
broker/dealer, in return for cash, and agrees to repurchase the security in the
future at an agreed upon price which includes an interest component. A "roll"
borrowing transaction involves a Theme Portfolio's sale of securities together
with its commitment (for which that Theme Portfolio may receive a fee) to
purchase similar, but not identical, securities at a future date.
 
SECURITIES LENDING. Each Theme Portfolio may lend its portfolio securities to
broker/dealers or to other institutional investors. Securities lending allows
the Theme Portfolios to retain ownership of the securities loaned and, at the
same time, enhances a Fund's total return. Each Theme Portfolio limits its loans
of portfolio securities to an aggregate of 30% of the value of its total assets,
measured at the time any such loan is made. While a loan is outstanding, the
borrower must maintain with the Theme Portfolio's custodian collateral
consisting of cash, U.S. government securities or certain irrevocable letters of
credit equal to at least the value of the borrowed securities, plus any accrued
interest or such other collateral as permitted by a Fund's investment program
and regulatory agencies, and as approved by the Board. The risks in lending
portfolio securities, as with other extensions of secured credit, consist of
possible delays in receiving additional collateral or in recovery of the
securities and possible loss of rights in the collateral should the borrower
fail financially.
 
WHEN-ISSUED OR FORWARD COMMITMENT SECURITIES. The Theme Portfolios may purchase
debt securities on a "when-issued" basis and may purchase or sell such
securities on a "forward commitment" basis in order to hedge against anticipated
changes in interest rates and prices. The price, which is generally expressed in
yield terms, is fixed at the time the commitment is made, but delivery and
payment for the securities take place at a later date. When-issued securities
and forward commitments may be sold prior to the settlement date, but a Theme
Portfolio will purchase or sell when-issued securities or enter into forward
commitments only with the intention of actually receiving or delivering the
securities, as the case may be. No income accrues on securities that have been
purchased pursuant to a forward commitment or on a when-issued basis prior to
delivery to the Theme Portfolio. If the Theme Portfolio disposes of the right to
acquire a when-issued security prior to its acquisition or disposes of its right
to deliver or receive against a forward commitment, it may incur a gain or loss.
At the time a Theme Portfolio enters into a transaction on a when-issued or
forward commitment basis, the Theme Portfolio will segregate cash or liquid
securities equal to the value of the when-issued or forward commitment
securities with its custodian and will mark to market daily such assets. There
is a risk that the securities may not be delivered and that the Theme Portfolio
may incur a loss.
 
OPTIONS, FUTURES AND FORWARD CURRENCY TRANSACTIONS. Each Theme Portfolio may use
forward
 
                               Prospectus Page 24
<PAGE>
                             AIM GLOBAL THEME FUNDS
currency contracts, futures contracts, options on securities, options on
indices, options on currencies and options on futures contracts to attempt to
hedge against the overall level of investment and currency risk normally
associated with the portfolio. These instruments are often referred to as
"derivatives," which may be defined as financial instruments whose performance
is derived, at least in part, from the performance of another asset (such as a
security, currency or an index of securities). Each Theme Portfolio may enter
into such instruments up to the full value of its portfolio assets. See "Risk
Factors -- Options, Futures and Forward Currency Transactions" herein and
"Options, Futures and Forward Currency Strategies" in the Statement of
Additional Information.
 
To attempt to hedge against adverse movements in exchange rates between
currencies, each Theme Portfolio may enter into forward currency contracts for
the purchase or sale of a specified currency at a specified future date. Such
contracts may involve the purchase or sale of a foreign currency against the
U.S. dollar or may involve two foreign currencies. Each Theme Portfolio may
enter into forward currency contracts either with respect to specific
transactions or with respect to its portfolio positions. Each Theme Portfolio
also may purchase and sell put and call options on currencies, futures contracts
on currencies and options on such futures contracts to hedge against movements
in exchange rates.
 
In addition, a Theme Portfolio may purchase and sell put and call options on
equity and debt securities to hedge against the risk of fluctuations in the
prices of securities held by that Theme Portfolio or that the Sub-adviser
intends to include in the Theme Portfolio's portfolio. The Theme Portfolio also
may purchase and sell put and call options on stock indexes to hedge against
overall fluctuations in the securities markets generally or in a specific market
sector.
 
Further, a Theme Portfolio may sell stock index futures contracts and may
purchase put options or write call options on such futures contracts to protect
against a general stock market decline or a decline in a specific market sector
that could affect adversely a Theme Portfolio's holdings. A Theme Portfolio also
may purchase stock index futures contracts and purchase call options or write
put options on such contracts to hedge against a general stock market or market
sector advance and thereby attempt to lessen the cost of future securities
acquisitions. A Theme Portfolio may use interest rate futures contracts and
options thereon to hedge the debt portion of its portfolio against changes in
the general level of interest rates.
 
   
OTHER INFORMATION. The investment objective of each Fund may not be changed
without the approval of a majority of that Fund's outstanding voting securities.
A "majority of the Fund's outstanding voting securities" means the lesser of (i)
67% of the Fund's shares represented at a meeting at which more than 50% of the
outstanding shares are represented, or (ii) more than 50% of the outstanding
shares. In addition, each Fund has adopted certain investment limitations which
also may not be changed without shareholder approval. A complete description of
these limitations is included in the Statement of Additional Information. Unless
specifically noted, the Funds' investment policies described in this Prospectus
and in the Statement of Additional Information may be changed by the Company's
Board of Directors without shareholder approval. Each Fund's policies regarding
concentration and lending, and the percentage of that Fund's assets that may be
committed to borrowing, are fundamental policies and may not be changed without
shareholder approval.
    
 
   
The approval of the Financial Services Fund, Infrastructure Fund, Resources Fund
and Consumer Products and Services Fund and of other investors in their
corresponding Portfolio, if any, is not required to change the investment
objective, policies or limitations of that Portfolio, unless otherwise
specified. Written notice shall be provided to shareholders of such Fund thirty
days prior to any changes in its corresponding Portfolio's investment objective.
    
 
If a percentage restriction on investment or utilization of assets in an
investment policy or restriction is adhered to at the time an investment is
made, a later change in percentage ownership of a security or kind of securties
resulting from changing market values or a similar type of event will not be
considered a violation of a Fund's or Portfolio's investment policies or
restrictions.
 
The Theme Portfolios are authorized to engage in Short Sales, although they
currently have no intention of doing so, and may purchase American Depository
Receipts, American Depository Shares, Global Depository Receipts and European
Depository Receipts. See "Short Sales" and "Depository Receipts," respectively,
in the Investment Objectives and Policies section of the Statement of Additional
Information.
 
                               Prospectus Page 25
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
OTHER INFORMATION REGARDING THE PORTFOLIOS. As previously described, the
Financial Services Fund, Infrastructure Fund, Resources Fund and Consumer
Products and Services Fund, unlike mutual funds that directly acquire and manage
their own portfolios of securities, seek to achieve their investment objective
by investing all of their investable assets in the Financial Services Portfolio,
Infrastructure Portfolio, Resources Portfolio and Consumer Products and Services
Portfolio, respectively, each of which is a separate investment company. Because
a Fund will invest only in its corresponding Portfolio, that Fund's shareholders
will acquire only an indirect interest in the investments of that Portfolio.
    
 
   
The Financial Services Fund, Infrastructure Fund, Resources Fund and Consumer
Products and Services Fund may each redeem its investment in its corresponding
Portfolio at any time, if the Board of Directors of the Company determines that
it is in the best interests of that Fund and its shareholders to do so. A change
in a Portfolio's investment objective, policies or limitations that is not
approved by the Board or the shareholders of its corresponding Fund could
require the Fund to redeem its interest in the Portfolio. Any such redemption
could result in a distribution in kind of portfolio securities (as opposed to a
cash distribution) by the Portfolio. Should such a distribution occur, the Fund
could incur brokerage fees or other transaction costs in converting such
securities to cash. In addition, a distribution in kind could result in a less
diversified portfolio of investments for the Fund and could adversely affect its
liquidity. Upon redemption, the Board would consider what action might be taken,
including the investment of all the investable assets of that Fund in another
pooled investment entity having substantially the same investment objective as
that Fund or the retention by the Fund of its own investment adviser to manage
its assets in accordance with its investment objective, policies and limitations
discussed herein.
    
 
   
In addition to selling an interest therein to its corresponding Fund, the
Financial Services Portfolio, Infrastructure Portfolio, Resources Portfolio and
Consumer Products and Services Portfolio may each sell interests therein to
other non-affiliated investment companies and/or other institutional investors.
All institutional investors in a Portfolio will pay a proportionate share of
that Portfolio's expenses and will invest in that Portfolio on the same terms
and conditions. However, if another investment company invests any or all of its
assets in a Portfolio, it would not be required to sell its shares at the same
public offering price as the Portfolio's corresponding Fund and may charge
different sales commissions. Therefore, investors in the Financial Services
Fund, Infrastructure Fund, Resources Fund and Consumer Products and Services
Fund may experience different returns than investors in another investment
company that invests exclusively in its corresponding Portfolio. As of the date
of this Prospectus, the Financial Services Fund, Infrastructure Fund, Resources
Fund and Consumer Products and Services Fund are the only institutional
investors in their corresponding Portfolios.
    
 
   
The Financial Services Fund, Infrastructure Fund, Resources Fund and Consumer
Products and Services Fund may each be materially affected by the actions of
other large investors, if any, in its corresponding Portfolio. For example, as
with all open-end investment companies, if a large investor were to redeem its
interest in a Portfolio, (1) that Portfolio's remaining investors could
experience higher pro rata operating expenses, thereby producing lower returns
and (2) that Portfolio's security holdings may become less diverse, resulting in
increased risk. Institutional investors in a Portfolio that have a greater pro
rata ownership interest in that Portfolio than its corresponding Fund could have
effective voting control over the operation of that Portfolio.
    
 
                               Prospectus Page 26
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
GENERAL. There is no assurance that any Fund or Portfolio will achieve its
investment objective. The Funds' net asset values will fluctuate reflecting
fluctuations in the market value of the Theme Portfolios' portfolio positions.
Equity securities, particularly common stocks, generally represent the most
junior position in an issuer's capital structure, and entitle holders to an
interest in the assets of an issuer, if any, remaining after all more senior
claims have been satisfied. The value of equity securities held by a Theme
Portfolio will fluctuate in response to general market and economic
developments, as well as developments affecting the particular issuers of such
securities. In addition, the value of debt securities held by a Theme Portfolio
generally will fluctuate with changes in the perceived creditworthiness of the
issuers of such securities and interest rates.
 
Because each Theme Portfolio focuses its investments on particular industries,
an investment in each may be more volatile than that of other investment
companies that do not concentrate their investments in such a manner. Moreover,
the value of the shares of each Fund will be especially susceptible to factors
affecting the industries in which it focuses. Accordingly, no Fund should be
considered a complete investment program.
 
FINANCIAL SERVICES FUND AND FINANCIAL SERVICES PORTFOLIO. Financial services
industries may be subject to greater governmental regulation than many other
industries and changes in governmental policies and the need for regulatory
approvals may have a material effect on the services offered by companies in the
financial services industries. Governmental regulation may limit both the
financial commitments banks can make, including the amounts and types of loans,
and the interest rates and fees they can charge. In addition, governmental
regulation in certain foreign countries may impose interest rate controls,
credit controls and price controls.
 
Companies in the financial services sector are subject to rapid business
changes, significant competition, value fluctuations due to the concentration of
loans in particular industries significantly affected by economic conditions
(such as real estate or energy) and volatile performance dependent upon the
availability and cost of capital and prevailing interest rates. In addition,
general economic conditions significantly affect these companies. Credit and
other losses resulting from the financial difficulty of borrowers or other third
parties potentially may have an adverse effect on companies in these industries.
Foreign banks, particularly those of Japan, have reported financial difficulties
attributed to increased competition, regulatory changes, and general economic
difficulties.
 
The financial services area in the United States currently is changing
relatively rapidly as existing distinctions between various financial service
segments become less clear. For instance, recent business combinations have
included insurance, finance, and securities brokerage under single ownership.
Some primarily retail corporations have expanded into securities and insurance
fields. Investment banking, securities brokerage and investment advisory
companies are subject to government regulation and risk due to securities
trading and underwriting activities.
 
Many of the investment considerations discussed in connection with banks,
savings institutions and loan associations, and finance companies also apply to
insurance companies. The performance of insurance company investments will be
subject to risk from several factors. The earnings of insurance companies will
be affected by interest rates, pricing (including severe pricing competition
from time to time), claims activity, marketing competition and general economic
conditions. Particular insurance lines also will be influenced by specific
matters. Property and casualty insurer profits may be affected by certain
weather catastrophes and other disasters. Life and health insurer profits may be
affected by mortality and morbidity rates. Individual companies may be exposed
to material risks, including reserve inadequacy, problems in investment
portfolios (due to real estate or "junk" bond holdings, for example), and the
inability to collect from reinsurance carriers. Insurance companies are subject
to extensive governmental regulation, including the imposition of maximum rate
levels, which may not be adequate for
some lines of business. Proposed or potential
 
                               Prospectus Page 27
<PAGE>
                             AIM GLOBAL THEME FUNDS
anti-trust or tax law changes also may affect adversely insurance companies'
policy sales, tax obligations and profitability.
 
INFRASTRUCTURE FUND AND INFRASTRUCTURE PORTFOLIO.
Infrastructure industries may be subject to greater political, environmental and
other governmental regulation than many other industries. The nature of such
regulation continues to evolve in both the United States and foreign countries,
and changes in governmental policy and the need for regulatory approvals may
have a material effect on the products and services offered by companies in the
infrastructure industries. Electric, gas, water and most telecommunications
companies in the United States, for example, are subject to both federal and
state regulation affecting permitted rates of return and the kinds of services
that may be offered. Governmental regulation may also hamper the development of
new technologies.
 
In addition, many infrastructure companies have historically been subject to the
risks attendant to increases in fuel and other operating costs, high interest
costs on borrowed funds, costs associated with compliance with environmental and
other safety regulations and changes in the regulatory climate. Further,
competition is intense for many infrastructure companies. As a result, many of
these companies may be adversely affected in the future and such companies may
be subject to increased share price volatility. In addition, many companies have
diversified into oil and gas exploration and development, and therefore returns
may be more sensitive to energy prices. Other infrastructure companies, such as
water supply companies, are in a highly fragmented industry due to local
ownership. Generally these companies are mature and are experiencing little or
no growth. Changes in prevailing interest rates may also affect the
Infrastructure Fund's share values because prices of equity and debt securities
of infrastructure companies often tend to increase when interest rates decline
and decrease when interest rates rise.
 
   
RESOURCES FUND AND RESOURCES PORTFOLIO. Natural resource industries may be
subject to greater political, environmental and other governmental regulation
than many other industries. The nature of such regulation continues to evolve in
both the United States and foreign countries, and changes in governmental
policies and the need for regulatory approvals may have a material effect on the
products and services offered by companies in the natural resource industries.
For example, the exploration, development and distribution of coal, oil and gas
in the United States are subject to significant federal and state regulation,
which may affect rates of return on such investments and the kinds of services
that may be offered. Governmental regulation may also hamper the development of
new technologies.
    
 
In addition, many natural resource companies historically have been subject to
significant costs associated with compliance with environmental and other safety
regulations. Further, competition is intense for many natural resource
companies. As a result, many of these companies may be adversely affected in the
future and the value of the securities issued by such companies may be subject
to increased share price volatility. Such companies may also be subject to
irregular fluctuations in earnings due to changes in the availability of money,
the level of interest rates, and other factors.
 
The value of securities of natural resource companies will fluctuate in response
to market conditions for the particular natural resources with which the issuers
are involved. The price of natural resources will fluctuate due to changes in
worldwide levels of inventory, and changes, perceived or actual, in production
and consumption. With respect to precious metals, such price fluctuations may be
substantial over short periods of time. In addition, the value of natural
resources may fluctuate directly with respect to various stages of the
inflationary cycle and perceived inflationary trends and are subject to numerous
factors, including national and international politics.
 
CONSUMER PRODUCTS AND SERVICES FUND AND CONSUMER PRODUCTS AND SERVICES
PORTFOLIO. The performance of consumer products and services companies, relates
closely to the actual or perceived performance of the overall economy, interest
rates and consumer confidence. In addition, changes in demographics and consumer
tastes may also affect the demand for, and success of, particular consumer
products and services. Many consumer products and services companies have
unpredictable earnings, due in part to changes in consumer tastes and intense
competition. As a result, such companies may be subject to increased share price
volatility. The consumer products and services industries may also be subject to
greater government regulation, including trade regulation, than many other
industries. Changes in governmental policy and the need for regulatory approvals
may have a material effect on the products and services offered by companies in
the consumer products and services industries. Such governmental regulations may
also hamper the development of new business opportunities.
 
                               Prospectus Page 28
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
HEALTH CARE FUND. Health care industries generally are subject to substantial
governmental regulation. Changes in governmental policy or regulation could have
a material effect on the demand for products and services offered by companies
in the health care industries and therefore could affect the performance of the
Health Care Fund. Regulatory approvals are generally required before new drugs
and medical devices or procedures may be introduced and before the acquisition
of additional facilities by health care providers. In addition, the products and
services offered by such companies may be subject to rapid obsolescence caused
by technological and scientific advances.
 
TELECOMMUNICATIONS FUND. Telecommunications industries may be subject to greater
governmental regulation than many other industries and changes in governmental
policy and the need for regulatory approvals may have a material effect on the
products and services offered by companies in the telecommunications industries.
Telephone operating companies in the United States, for example, are subject to
both federal and state regulation affecting permitted rates of return and the
kinds of services that may be offered. Certain types of companies in the
telecommunications industries are engaged in fierce competition for market share
that could result in increased share price volatility.
 
FOREIGN INVESTING. Investing in foreign securities entails certain risks. The
securities of non-U.S. issuers generally will not be registered with, nor the
issuers thereof be subject to, the reporting requirements of the SEC.
Accordingly, there may be less publicly available information about foreign
securities and issuers than is available about domestic securities and issuers.
Foreign companies generally are not subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to domestic companies. In addition, certain costs attributable to
foreign investing, such as custody charges, are higher than those attributable
to domestic investing. Securities of some foreign companies are less liquid and
their prices may be more volatile than securities of comparable domestic
companies. The Theme Portfolios' interest and dividends from foreign issuers may
be subject to non-U.S. withholding taxes, thereby reducing the Theme Portfolios'
net investment income.
 
With respect to some foreign countries, there is the increased possibility of
expropriation or confiscatory taxation, limitations on the removal of funds or
other assets of the Theme Portfolios, political or social instability, or
diplomatic developments which could affect the Theme Portfolios' investments in
those countries. Moreover, individual foreign economies may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross national
product, rate of inflation, rate of savings and capital reinvestment, resource
self-sufficiency and balance of payments positions.
 
Each Theme Portfolio may invest in issuers domiciled in "emerging markets."
Investing in emerging market countries involves risks in addition to those risks
involved in foreign investing. Many emerging market countries have experienced
high rates of inflation for many years. In addition, emerging markets generally
are dependent heavily upon international trade and, accordingly, have been and
continue to be affected adversely by trade barriers, exchange controls, managed
adjustments in relative currency values and other protectionist measures imposed
or negotiated by the countries with which they trade. The securities markets of
emerging market countries are substantially smaller, less developed, less liquid
and more volatile than the securities markets of the developed countries. In
addition, issuers in emerging markets typically are subject to a greater degree
of change in earnings and business prospects than issuers in developed
countries.
 
The Theme Portfolios will also be affected favorably or unfavorably by exchange
control regulations or changes in the exchange rates between foreign currencies
and the U.S. dollar. Changes in currency exchange rates will influence the value
of the Funds' shares, and also may affect the value of dividends and interest
earned by the Theme Portfolios and gains and losses realized by the Theme
Portfolios.
 
   
LOWER QUALITY DEBT SECURITIES. The Financial Services Portfolio, the Health Care
Fund and the Telecommunications Fund may each invest up to 5%, and the
Infrastructure Portfolio, Resources Portfolio and Consumer Products and Services
Portfolio may each invest up to 20%, of its total assets in below investment
grade debt securities, that is, rated below BBB by Standard & Poor's, a division
of The McGraw-Hill Companies, Inc. ("S&P"), or Baa by Moody's Investors Service,
Inc. ("Moody's") or, if unrated, deemed to be of equivalent quality in the
judgment of the Sub-adviser. Such investments involve a high degree of risk.
However, no Theme Portfolio will invest in debt securities that are in default
as to payment of principal and interest.
    
 
                               Prospectus Page 29
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
Debt rated Baa by Moody's is considered by Moody's to have speculative
characteristics. Debt rated BB, B, CCC, CC or C by S&P and debt rated Ba, B,
Caa, Ca or C by Moody's is regarded, on balance, as predominantly speculative
with respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation. While such lower quality debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions. Debt rated C
by Moody's or S&P is the lowest rated debt that is not in default as to
principal or interest, and such issues so rated can be regarded as having
extremely poor prospects of ever attaining any real investment standing. Lower
quality debt securities are also generally considered to be subject to greater
risk than securities with higher ratings with regard to a deterioration of
general economic conditions. These lower quality debt securities are the
equivalent of high yield, high risk bonds, commonly known as "junk bonds."
 
Ratings of debt securities represent the rating agency's opinion regarding their
quality and are not a guarantee of quality. Rating agencies attempt to evaluate
the safety of principal and interest payments and do not evaluate the risks of
fluctuations in market value. Also, rating agencies may fail to make timely
changes in credit ratings in response to subsequent events, so that an issuer's
current financial condition may be better or worse than a rating indicates. See
"Description of Debt Ratings" in the Statement of Additional Information for a
full discussion of Moody's and S&P's ratings.
 
The market values of lower quality debt securities tend to reflect individual
developments of the issuer to a greater extent than do higher quality
securities, which react primarily to fluctuations in the general level of
interest rates. In addition, lower quality debt securities tend to be more
sensitive to economic conditions and generally have more volatile prices than
higher quality securities. Issuers of lower quality securities are often highly
leveraged and may not have available to them more traditional methods of
financing. For example, during an economic downturn or a sustained period of
rising interest rates, highly leveraged issuers of lower quality securities may
experience financial stress. During such periods, such issuers may not have
sufficient revenues to meet their interest payment obligations. The issuer's
ability to service its debt obligations may also be adversely affected by
specific developments affecting the issuer, such as the issuer's inability to
meet specific projected business forecasts or the unavailability of additional
financing. The risk of loss due to default by the issuer is significantly
greater for the holders of lower quality securities because such securities are
generally unsecured and may be subordinated to the claims of other creditors of
the issuer.
 
Lower quality debt securities of corporate issuers frequently have call or
buy-back features which would permit an issuer to call or repurchase the
security from the Theme Portfolios. If an issuer exercises these provisions in a
declining interest rate market, the Theme Portfolios may have to replace the
security with a lower yielding security, resulting in a decreased return for
investors. In addition, the Theme Portfolios may have difficulty disposing of
lower quality securities because they may have a thin trading market. There may
be no established retail secondary market for many of these securities, and each
of the Theme Portfolios anticipates that such securities could be sold only to a
limited number of dealers or institutional investors. The lack of a liquid
secondary market also may have an adverse impact on market prices of such
instruments and may make it more difficult for the Theme Portfolios to obtain
accurate market quotations for purposes of valuing the Theme Portfolios
portfolio investments. The Theme Portfolios may also acquire lower quality debt
securities during an initial underwriting or which are sold without registration
under applicable securities laws. Such securities involve special considerations
and risks.
 
In addition to the foregoing, factors that could have an adverse effect on the
market value of lower quality debt securities in which the Theme Portfolios may
invest include: (i) potential adverse publicity; (ii) heightened sensitivity to
general economic or political conditions; and (iii) the likely adverse impact of
a major economic recession. A Theme Portfolio may also incur additional expenses
to the extent it is required to seek recovery upon a default in the payment of
principal or interest on portfolio holdings, and the Theme Portfolio may have
limited legal recourse in the event of a default.
 
ILLIQUID SECURITIES. Each Theme Portfolio may invest up to 15% of its net assets
in securities for which no readily available market exists, so-called "illiquid
securities." The Sub-adviser believes that carefully selected investments in
joint ventures, cooperatives, partnerships and state enterprises which are
illiquid (collectively, "Special
 
                               Prospectus Page 30
<PAGE>
                             AIM GLOBAL THEME FUNDS
Situations") could enable the Theme Portfolios to achieve capital appreciation
substantially exceeding the appreciation the Theme Portfolios would realize if
they did not make such investments. However, in order to attempt to limit
investment risk, each Theme Portfolio will invest no more than 5% of its total
assets in Special Situations.
 
Illiquid securities may be more difficult to value than liquid securities and
the sale of illiquid securities generally will require more time and result in
higher brokerage charges or dealer discounts and other selling expenses than the
sale of liquid securities. Moreover, illiquid securities often sell at a price
lower than similar securities that are liquid.
 
OPTIONS, FUTURES AND FORWARD CURRENCY TRANSACTIONS. Although each Theme
Portfolio is authorized to enter into options, futures and forward currency
transactions, a Portfolio might not enter into any such transactions. Options,
futures and foreign currency transactions involve certain risks, which include:
(1) dependence on the Sub-adviser's ability to predict movements in the prices
of individual securities, fluctuations in the general securities markets or in
the appropriate market sector and movements in interest rates and currency
markets; (2) imperfect correlation, or even no correlation, between movements in
the price of options, forward contracts, futures contracts or options thereon
and movements in the price of the currency or security hedged or used for cover;
(3) the fact that skills and techniques needed to trade options, futures
contracts and options thereon or to use forward currency contracts are different
from those needed to select the securities in which a Theme Portfolio invests;
(4) lack of assurance that a liquid secondary market will exist for any
particular option, futures contract or option thereon at any particular time;
(5) the possible loss of principal under certain conditions; and (6) the
possible inability of a Theme Portfolio to purchase or sell a portfolio security
at a time when it would otherwise be favorable for it to do so, or the possible
need for a Theme Portfolio to sell a security at a disadvantageous time, due to
the need for the Theme Portfolio to maintain "cover" or to set aside securities
in connection with hedging transactions.
 
INVESTING IN SMALLER COMPANIES. While each Theme Portfolio's portfolio normally
will include securities of established suppliers of traditional products and
services, each Theme Portfolio may invest in smaller companies which can benefit
from the development of new products and services. These smaller companies may
present greater opportunities for capital appreciation, but may also involve
greater risks than large, established issuers. Such smaller companies may have
limited product lines, markets or financial resources, and their securities may
trade less frequently and in more limited volume than the securities of larger,
more established companies. As a result, the prices of the securities of such
smaller companies may fluctuate to a greater degree than the prices of the
securities of other issuers.
 
                               Prospectus Page 31
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                                 HOW TO INVEST
 
- --------------------------------------------------------------------------------
 
GENERAL. Shares of a Fund may be purchased through Financial Institutions, some
of which may charge the investor a transaction fee. That fee will be in addition
to the sales charge payable by the investor, with respect to Class A shares.
Some of these Financial Institutions (or their designees) may be authorized to
accept purchase orders on behalf of the Fund. All purchase orders will be
executed at the public offering price next determined after the purchase order
is received, which includes any applicable sales charge for Class A shares.
Orders received by the Transfer Agent before the close of regular trading on the
New York Stock Exchange ("NYSE") (currently 4:00 p.m. Eastern Time, unless
weather, equipment failure or other factors contribute to an earlier closing
time) on any Business Day will be executed at the public offering price for the
applicable class of shares determined that day. Orders received by authorized
institutions (or their designees) before the close of regular trading on the
NYSE on a Business Day will be deemed to have been received by a Fund on such
day and will be effected that day, provided that such orders are transmitted to
the Transfer Agent prior to the time set for receipt of such orders. A "Business
Day" is any day Monday through Friday on which the NYSE is open for business.
Financial Institutions are responsible for forwarding the investor's order to
the Transfer Agent so that it will be received prior to the required time.
 
The minimum initial investment is $500 ($100 for IRAs and $25 for custodial
accounts under Section 403(b)(7) of the Internal Revenue Code of 1986, as
amended (the "Code"), and other tax-qualified employer-sponsored retirement
accounts, if made under a systematic investment plan providing for monthly
payments of at least that amount). The minimum for additional purchases is $100
($25 for IRAs, Code Section 403 (b)(7) custodial accounts and other
tax-qualified employer-sponsored retirement accounts, as mentioned above). THE
FUNDS AND AIM DISTRIBUTORS RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER AND TO
SUSPEND THE OFFERING OF SHARES FOR A PERIOD OF TIME. In particular, the Funds
and AIM Distributors may reject purchase orders or exchanges by investors who
appear to follow, in the Sub-adviser's judgment, a market-timing strategy or
otherwise engage in excessive trading. See "How To Make Exchanges -- Limitations
on Purchase Orders and Exchanges."
WHEN PLACING PURCHASE ORDERS, INVESTORS SHOULD SPECIFY WHETHER THE ORDER IS FOR
CLASS A OR CLASS B SHARES OF THE FUNDS. ALL PURCHASE ORDERS THAT FAIL TO SPECIFY
A CLASS WILL AUTOMATICALLY BE INVESTED IN CLASS A SHARES. AIM DISTRIBUTORS WILL
REJECT ANY ORDER FOR PURCHASE OF MORE THAN $250,000 FOR CLASS B SHARES.
 
PURCHASES THROUGH THE TRANSFER AGENT. After an initial investment is made and a
shareholder account is established through a Financial Institution, at the
investor's option, subsequent purchases may be made directly through the
Transfer Agent. See "Shareholder Account Manual." Investors may also make an
initial investment in the Fund and establish a shareholder account directly
through the Transfer Agent by completing and signing an Account Application
accompanying this Prospectus. Investors should mail to the Transfer Agent the
completed Application together with a check to cover the purchase in accordance
with the instructions provided in the Shareholder Account Manual. Purchases will
be executed at the public offering price next determined after the Transfer
Agent has received the Account Application and check. Subsequent investments do
not need to be accompanied by an application.
 
Investors also may purchase shares of the Funds by bank wire. Bank wire
purchases will be effected at the next determined public offering price after
the bank wire is received. A wire investment is considered received when the
Transfer Agent is notified that the bank wire has been credited to a Fund. The
investor is responsible for providing prior telephonic or facsimile notice to
the Transfer Agent that a bank wire is being sent. An investor's bank may charge
a service fee for wiring money to a Fund. The Transfer Agent currently does not
charge a service fee for facilitating wire purchases, but reserves the right to
do so in the future. Investors desiring to open an account by bank wire should
call the Transfer Agent at the appropriate toll-free number provided in the
Shareholder Account Manual to obtain an account number and detailed
instructions.
 
                               Prospectus Page 32
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
CERTIFICATES. Physical certificates representing the Funds' shares will not be
issued unless a written request is submitted to the Transfer Agent. Shares of
the Funds are recorded on a register by the Transfer Agent, and shareholders who
do not elect to receive certificates have the same rights of ownership as if
certificates had been issued to them. Redemptions and exchanges by shareholders
who hold certificates may take longer to effect than similar transactions
involving non-certificated shares because the physical delivery and processing
of properly executed certificates is required. ACCORDINGLY, THE FUNDS RECOMMEND
THAT SHAREHOLDERS DO NOT REQUEST ISSUANCE OF CERTIFICATES.
 
   
DIFFERENCES BETWEEN THE CLASSES. The primary difference between the classes of
each Fund's shares offered through this Prospectus lies in their sales charge
structures and ongoing expenses, as summarized below. Class A and Class B shares
of a Fund represent interests in the same Fund and have the same rights, except
that each class bears the separate expenses of its 12b-1 distribution plan and
normally has exclusive voting rights with respect to such plan, each class can
experience other minor expense differences and, in addition to different sales
charges, each class has a separate exchange privilege.
    
 
The decision as to which class of shares is more beneficial to an investor
depends on the amount invested, the intended length of time the investment is
held and the investor's personal situation. Large investments may qualify for a
reduced Class A sales charge. Investors in Class B shares have 100% of the
purchase invested immediately. Consult your financial adviser. Financial
Institutions may receive different levels of compensation for selling a
particular class of shares.
 
   
ADVISOR CLASS SHARES. Advisor Class shares are offered through a separate
prospectus to (a) trustees or other fiduciaries purchasing shares for employee
benefit plans that are sponsored by organizations that have at least 1,000
employees; (b) any account with assets of at least $10,000 if (i) a financial
planner, trust company, bank trust department or registered investment adviser
has investment discretion over the account and (ii) the account holder pays such
person as compensation for its advice and other services an annual fee of at
least .50% of the assets in the account; (c) any account with assets of at least
$10,000 if (i) the account is established under a "wrap fee" program and (ii)
the account holder pays the sponsor of the program an annual fee of at least
 .50% of the assets in the account; (d) accounts advised by INVESCO (NY), Inc. or
one of the companies formerly affiliated with Liechtenstein Global Trust AG
provided such accounts were invested in Advisor Class shares of any of the AIM/
GT Funds on June 1, 1998; (e) any of the companies composing or affiliated with
AMVESCAP PLC; and (f) AIM New Dimension Fund.
    
 
                           PURCHASING CLASS A SHARES
 
Each Fund's public offering price for Class A shares is the next determined net
asset value per share (see "Calculation of Net Asset Value") plus a sales charge
determined in accordance with the following schedule:
 
   
<TABLE>
<CAPTION>
                                                          DEALER
                        INVESTOR'S SALES CHARGE         CONCESSION
                    --------------------------------  ---------------
                         AS A             AS A             AS A
                      PERCENTAGE       PERCENTAGE       PERCENTAGE
AMOUNT OF               OF THE           OF THE           OF THE
INVESTMENT              PUBLIC             NET            PUBLIC
IN SINGLE              OFFERING          AMOUNT          OFFERING
TRANSACTION              PRICE          INVESTED           PRICE
- ------------------  ---------------  ---------------  ---------------
<S>                 <C>              <C>              <C>
Less than
  $50,000.........           4.75%            4.99%           4.00%
$50,000 but less
  than $100,000...           4.00             4.17            3.25
$100,000 but less
  than $250,000...           3.75             3.90            3.00
$250,000 but less
  than $500,000...           2.50             2.56            2.00
$500,000 but less
  than
  $1,000,000......           2.00             2.04            1.60
</TABLE>
    
 
PURCHASES OF $1,000,000 OR MORE ARE AT NET ASSET VALUE, SUBJECT TO A CONTINGENT
DEFERRED SALES CHARGE OF 1% IF SHARES ARE REDEEMED PRIOR TO 18 MONTHS FROM THE
DATE SUCH SHARES WERE PURCHASED. AIM Distributors may pay a dealer concession
and/or advance a service fee on such transactions. Shares purchased prior to
June 1, 1998 without a sales charge based on the aggregate purchase amount equal
to at least $500,000 are subject to a contingent deferred sales charge for the
first year after their purchase equal to 1% of the lower of the original
purchase price or the net asset value of such shares at the time of redemption.
 
   
Reductions in the initial sales charges shown in the sales charge tables
(quantity discounts) apply to purchases of Class A shares of the AIM Funds that
are otherwise subject to an initial sales charge, provided that such purchases
are made by a "purchaser" as hereinafter defined. To receive a reduction in the
initial sales charge, at the time of
    
 
                               Prospectus Page 33
<PAGE>
                             AIM GLOBAL THEME FUNDS
   
purchase, investors must give their Financial Institution, the Transfer Agent or
AIM Distributors sufficient information to permit confirmation of qualification.
Purchases of Class B shares of the AIM Funds will not be taken into account in
determining whether a purchase qualifies for a reduction in initial sales
charges for Class A shares.
    
 
The term "purchaser" means:
 
/ / an individual and his or her spouse and children, including any trust
    established exclusively for the benefit of any such person; or a pension,
    profit-sharing, or other benefit plan established exclusively for the
    benefit of any such person, such as an IRA, Roth IRA, a single-participant
    money- purchase/profit-sharing plan or an individual participant in a 403(b)
    Plan (unless such 403(b) plan qualifies as the purchaser as defined below);
 
/ / a 403(b) plan, the employer/sponsor of which is an organization described
    under Section 501(c)(3) of the Code, provided that:
 
  a. the employer/sponsor must submit contributions for all participating
     employees in a single contribution transmittal (i.e., the funds will not
     accept contributions submitted with respect to individual participants);
 
  b. each transmittal must be accompanied by a single check or wire transfer;
     and
 
  c. all new participants must be added to the 403(b) plan by submitting an
     application on behalf of each new participant with the contribution
     transmittal;
 
/ / a trustee or fiduciary purchasing for a single trust, estate or single
    fiduciary account (including a pension, profit-sharing or other employee
    benefit trust created pursuant to a plan qualified under Section 401 of the
    Code) and 457 plans, although more than one beneficiary or participant is
    involved;
 
   
/ / a Simplified Employee Pension ("SEP"), Salary Reduction and other Elective
    Simplified Employee Pension Account ("SARSEP"), a Savings Incentive Match
    Plan for Employees IRA ("SIMPLE IRA") where the employer has notified AIM
    Distributors in writing that all of its related employee SEP, SARSEP or
    SIMPLE IRA accounts should be linked;
    
 
/ / any other organized group of persons, whether incorporated or not, provided
    the organization has been in existence for at least six months and has some
    purpose other than the purchase at a discount of redeemable securities of a
    registered investment company; or
/ / the discretionary advised accounts of AIM or A I M Capital Management, Inc.
    ("AIM Capital").
 
   
SALES CHARGE WAIVERS -- CLASS A SHARES. The following persons may purchase Class
A shares of the Funds through AIM Distributors without payment of an initial
sales charge: (a) A I M Management Group Inc. ("AIM Management") and its
affiliated companies; (b) any current or retired officer, director, trustee or
employee, or any member of the immediate family (including spouse, children,
parents and parents of spouse) of any such person, of AIM Management or its
affiliates or of certain mutual funds which are advised or managed by AIM; or
any trust established exclusively for the benefit of such persons; (c) any
employee benefit plan established for employees of AIM Management or its
affiliates; (d) any current or retired officer, director, trustee or employee,
or any member of the immediate family (including spouse, children, parents and
parents of spouse) of any such person, or of CIGNA Corporation or of any of its
affiliated companies, or of First Data Investor Services Group; (e) any
investment company sponsored by CIGNA Investments, Inc. or any of its affiliated
companies for the benefit of its directors' deferred compensation plans; (f)
discretionary advised clients of AIM or AIM Capital; (g) registered
representatives and employees of dealers who have entered into agreements with
AIM Distributors (or financial institutions that have arrangements with such
dealers with respect to the sale of shares of the AIM Funds) and any member of
the immediate family (including spouse, children, parents and parents of spouse)
of any such person, provided that purchases at net asset value are permitted by
the policies of such person's employer; (h) certain broker-dealers, investment
advisers or bank trust departments that provide asset allocation, similar
specialized investment services or investment company transaction services for
their customers, that charge a minimum annual fee for such services, and that
have entered into an agreement with AIM Distributors with respect to their use
of the AIM Funds in connection with such services; (i) employees of Triformis
Inc.; (j) shareholders of any of the AIM/GT Funds as of April 30, 1987 who since
that date continually have owned shares of one or more of the AIM/GT Funds; (k)
certain former AMA Investment Advisers' shareholders who became shareholders of
the AIM Health Care Fund in October 1989, and who have continuously held shares
in the AIM/GT Funds
    
 
                               Prospectus Page 34
<PAGE>
                             AIM GLOBAL THEME FUNDS
   
since that time; and (l) former or current Class A shareholders of The AIM
Family of Funds, but only to the extent that their purchase order is entered
with an instruction to have all or a portion of the proceeds from a concurrent
redemption of Class A shares of The AIM Family of Funds (on which a sales charge
was paid) invested in Class A shares of the Funds.
    
 
   
In addition, shares of any AIM/GT Fund may be purchased at net asset value,
without payment of a sales charge, by pension, profit-sharing or other employee
benefit plans created pursuant to a plan qualified under Section 401 of the Code
or plans under Section 457 of the Code, or employee benefit plans created
pursuant to Section 403(b) of the Code and sponsored by nonprofit organizations
defined under Section 501(c)(3) of the Code. Such plans will qualify for
purchases at net asset value provided that (1) the total amount invested in the
plan is at least $1,000,000, (2) the sponsor signs a $1,000,000 Letter of
Intent, (3) such shares are purchased by an employer-sponsored plan with at
least 100 eligible employees, or (4) all of the plan's transactions are executed
through a single financial institution or service organization who has entered
into an agreement with AIM Distributors with respect to their use of the AIM/GT
Funds in connection with such accounts. Section 403(b) plans sponsored by public
educational institutions will not be eligible for net asset value purchases
based on the aggregate investment made by the plan or the number of eligible
employees. Participants in such plans will be eligible for reduced sales charges
based solely on the aggregate value of their individual investments in the
applicable AIM/GT Fund. AIM Distributors may pay investment dealers or other
financial service firms for share purchases of the AIM/GT Funds sold at net
asset value to an employee benefit plan in accordance with this paragraph as
follows: 1% of the first $2 million of such purchases, plus 0.80% of the next $1
million of such purchases, plus 0.50% of the next $17 million of such purchases,
and plus 0.25% of amounts in excess of $20 million of such purchases.
    
 
   
FOR ANY FUND NAMED ON THE COVER PAGE OF THIS PROSPECTUS, AIM DISTRIBUTORS AND
ITS AGENTS RESERVE THE RIGHT AT ANY TIME (1) TO WITHDRAW ALL OR ANY PART OF THE
OFFERING MADE BY THIS PROSPECTUS; (2) TO REJECT ANY PURCHASE OR EXCHANGE ORDER
OR TO CANCEL ANY PURCHASE DUE TO NONPAYMENT OF THE PURCHASE PRICE; (3) TO
INCREASE, WAIVE OR LOWER THE MINIMUM INVESTMENT REQUIREMENTS; OR (4) TO MODIFY
ANY OF THE TERMS OR CONDITIONS OF PURCHASE OF SHARES OF SUCH FUND. For any Fund
named on the cover page, AIM Distributors and its agents will use their best
efforts to provide notice of any such actions through correspondence with
broker-dealers and existing shareholders, supplements to the AIM/GT Funds'
prospectuses, or other appropriate means, and will provide sixty (60) days'
notice in the case of termination or material modification to the exchange
privilege discussed under the caption "How to Make Exchanges."
    
 
   
REINSTATEMENT PRIVILEGE. Shareholders who redeem their Class A shares in a Fund
have a one-time privilege of reinstating their investment by investing the
proceeds of the redemption at net asset value without a sales charge in Class A
shares of that Fund and/or one or more of the other AIM/GT Funds. The Transfer
Agent must receive from the investor or the investor's broker/dealer within 180
days after the date of the redemption both a written request for reinvestment
and a check not exceeding the amount of the redemption proceeds. The
reinstatement purchase will be effected at the net asset value per share next
determined after such receipt. Gain on the redemption is taxable notwithstanding
exercise of the reinvestment privilege (although loss thereon might not be
deductible as a result of such exercise). See "Dividends, Other Distributions
and Federal Income Taxation."
    
 
REDUCED SALES CHARGE PLANS. Class A shares may be purchased at reduced sales
charges either through the Right of Accumulation or under a Letter of Intent.
Investors should contact their Financial Institution or the Transfer Agent for
more information.
 
   
RIGHT OF ACCUMULATION. Pursuant to the Right of Accumulation, investors are
permitted to purchase shares of a Fund at the sales charge applicable to the
total of (a) the dollar amount then being purchased plus (b) the dollar amount
of the investor's concurrent purchases of other AIM Funds (other than AIM Dollar
Fund, AIM Cash Reserve Shares of AIM Money Market Fund and AIM Tax-Exempt Cash
Fund) plus (c) the price of all shares of AIM Funds (other than shares of AIM
Dollar Fund, AIM Cash Reserve Shares of AIM Money Market Fund and AIM Tax-Exempt
Cash Fund) already held by the investor. To receive the Right of Accumulation,
at the time of purchase investors must give their Financial Institution, the
Transfer Agent or AIM Distributors sufficient information to permit confirmation
of qualification. THE
    
 
                               Prospectus Page 35
<PAGE>
                             AIM GLOBAL THEME FUNDS
   
FOREGOING RIGHT OF ACCUMULATION APPLIES ONLY TO CLASS A SHARES OF THE FUNDS AND
OTHER AIM/GT FUNDS (OTHER THAN AIM DOLLAR FUND).
    
 
   
LETTER OF INTENT. In executing a Letter of Intent ("LOI"), an investor indicates
an aggregate investment amount he or she intends to invest in the Class A shares
of a Fund and the Class A shares of other AIM Funds (other than shares of AIM
Dollar Fund, AIM Cash Reserve Shares of AIM Money Market Fund and AIM Tax-Exempt
Cash Fund) in the following thirteen months. The LOI is included as part of the
Account Application located at the end of this Prospectus. The sales charge
applicable to that aggregate amount then becomes the applicable sales charge on
all purchases made concurrently with the execution of the LOI and in the
thirteen months following that execution. If an investor executes an LOI within
90 days of a prior purchase of AIM/GT Fund Class A shares (other than shares of
AIM Dollar Fund), the prior purchase may be included under the LOI and an
appropriate adjustment, if any, with respect to the sales charges paid by the
investor in connection with the prior purchase will be made, based on the
then-current net asset value(s) of the pertinent Fund(s). To receive a reduction
in the initial sales charge, at the time of purchase, investors must give their
Financial Institution, the Transfer Agent or AIM Distributors sufficient
information to permit confirmation of qualification.
    
 
If at the end of the thirteen month period covered by the LOI the total amount
of purchases does not equal the amount indicated, the investor will be required
to pay the difference between the sales charges paid at the reduced rate and the
sales charges applicable to the purchases actually made. Shares having a value
equal to 5% of the amount specified in the LOI will be held in escrow during the
thirteen month period (while remaining registered in the investor's name) and
are subject to redemption to assure any necessary payment to AIM Distributors of
a higher applicable sales charge.
 
   
For purposes of an LOI, any registered investment adviser, trust company or bank
trust department which exercises investment discretion and which intends within
thirteen months to invest $500,000 or more can be treated as a single purchaser,
provided further that such entity places all purchase and redemption orders.
Such entities should be prepared to establish their qualifications for such
treatment. THE FOREGOING LOI APPLIES ONLY TO CLASS A SHARES OF THE FUNDS AND
OTHER AIM/GT FUNDS (OTHER THAN AIM DOLLAR FUND).
    
 
   
CONTINGENT DEFERRED SALES CHARGE. A CONTINGENT DEFERRED SALES CHARGE OF 1%
APPLIES TO PURCHASES OF CLASS A SHARES OF $1,000,000 OR MORE THAT ARE REDEEMED
WITHIN 18 MONTHS OF THE DATE OF PURCHASE. This charge will be 1% of the lesser
of the value of the shares redeemed (excluding reinvested dividends and capital
gain distributions) or the total original cost of such shares. In determining
whether a contingent deferred sales charge is payable, and the amount of any
such charge, shares not subject to the contingent deferred sales charge are
redeemed first (including shares purchased by reinvested dividends and capital
gains distributions and amounts representing increases from capital
appreciation), and then other shares are redeemed in the order of purchase. No
such charge will be imposed upon exchanges unless the shares acquired by
exchange are redeemed within 18 months of the date the shares were originally
purchased. For purposes of computing this 18 MONTH PERIOD, shares of any AIM/GT
Fund which were acquired through an exchange of shares which previously were
subject to the 1% contingent deferred sales charge will be credited with the
period of time such exchanged shares were held. The charge will be waived in the
following circumstances: (l) redemptions of shares by employee benefit plans
("Plans") qualified under Sections 401 or 457 of the Code, or Plans created
under Section 403(b) of the Code and sponsored by nonprofit organizations as
defined under Section 501(c)(3) of the Code, where shares are being redeemed in
connection with employee terminations or withdrawals, and (a) the total amount
invested in a Plan is at least $1,000,000, (b) the sponsor of a Plan signs a
letter of intent to invest at least $1,000,000 in one or more of the AIM Funds,
or (c) the shares being redeemed were purchased by an employer-sponsored Plan
with at least 100 eligible employees; provided, however, that Plans created
under Section 403(b) of the Code which are sponsored by public educational
institutions shall qualify under (a), (b) or (c) above on the basis of the value
of each Plan participant's aggregate investment in the AIM Funds, and not on the
aggregate investment made by the Plan or on the number of eligible employees;
(2) redemptions of shares following the death or post-purchase disability, as
defined in Section 72(m)(7) of the Code, of a shareholder or a settlor of a
living trust; (3) redemptions of shares purchased at net asset value by private
foundations or endowment funds where the initial amount invested was at least
$1,000,000; (4) redemptions of shares purchased by an investor in amounts of
    
 
                               Prospectus Page 36
<PAGE>
                             AIM GLOBAL THEME FUNDS
$1,000,000 or more where such investor's dealer of record, due to the nature of
the investor's account, notifies AIM Distributors prior to the time of
investment that the dealer waives the payments otherwise payable to the dealer
by AIM Distributors; and (5) pursuant to a Systematic Withdrawal Plan, provided
that amounts withdrawn under such plan do not exceed on an annual basis 12% of
the value of the shareholder's investment in Class A shares at the time the
shareholder elects to participate in the Systematic Withdrawal Plan.
Shareholders who purchased $500,000 or more of Class A shares prior to June 1,
1998 are entitled to certain waivers of the contingent deferred sales charge on
those shares as described in the Statement of Additional Information under
"Information Relating to Sales and Redemptions -- Sales Charge Waivers for
Shares Purchased Prior to June 1, 1998".
 
                           PURCHASING CLASS B SHARES
 
   
Each Fund's public offering price for Class B shares is the next determined net
asset value per share. See "Calculation of Net Asset Value." No initial sales
charge is imposed. A contingent deferred sales charge, however, is imposed on
certain redemptions of Class B shares. Because Class B shares are sold without
an initial sales charge, the Fund receives the full amount of the investor's
purchase payment.
    
 
Class B shares may be redeemed on any business day at the net asset value per
share next determined following receipt of the redemption order, less the
applicable contingent deferred sales charge shown in the table below. No
deferred sales charge will be imposed (i) on redemptions of Class B shares
following six years from the date such shares were purchased, (ii) on Class B
shares acquired through reinvestments of dividends and distributions
attributable to Class B shares or (iii) on amounts that represent capital
appreciation in the shareholder's account above the purchase price of the Class
B shares.
 
<TABLE>
<CAPTION>
                              CONTINGENT DEFERRED SALES
                                CHARGE AS % OF DOLLAR
YEARS SINCE PURCHASE MADE     AMOUNT SUBJECT TO CHARGE
- ---------------------------  ---------------------------
<S>                          <C>
First......................              5%
Second.....................              4%
Third......................              3%
Fourth.....................              3%
Fifth......................              2%
Sixth......................              1%
Seventh and Following......             None
</TABLE>
 
In determining whether a contingent deferred sales charge is applicable, it will
be assumed that a redemption is made first, of any shares held in the
shareholder's account that are not subject to such charge; second, of shares
derived from reinvestment of dividends and distributions; third, of shares held
for more than six years from the date such shares were purchased; and fourth, of
shares held less than six years from the date such shares were purchased. The
applicable sales charge will be applied against the lesser of the current market
value of shares redeemed or their original cost.
 
For example, assume an investor purchased 100 shares at $10 per share for a cost
of $1,000. Subsequently, the shareholder acquired 15 additional shares through
dividend reinvestment. During the second year after the purchase the investor
decided to redeem $500 of his or her investment. Assuming at the time of the
redemption a net asset value of $11 per share, the value of the investor's
shares would be $1,265 (115 shares at $11 per share). The contingent deferred
sales charge would not be applied to the value of the reinvested dividend
shares. Therefore, the 15 shares currently valued at $165 would be redeemed
without a contingent deferred sales charge. The number of shares needed to fund
the remaining $335 of the redemption would equal 30.455. Using the lower of cost
or market price to determine the contingent deferred sales charge, the original
purchase price of $10 per share would be used. The contingent deferred sales
charge calculation would therefore be 30.455 shares times $10 per share at the
contingent deferred sales charge rate of 4% (the applicable rate in the second
year after purchase) for a total contingent deferred sales charge of $12.18.
 
   
Class B shares that are acquired pursuant to the exchange privilege during a
tender offer by AIM Floating Rate Fund ("Floating Rate Fund") will be subject,
in lieu of the contingent deferred sales charge described above, to a contingent
deferred sales charge equivalent to the early withdrawal charge on the common
stock of the Floating Rate Fund. The purchase of Class B shares of the Fund will
be deemed to have occurred at the time of the initial purchase of the Floating
Rate Fund's common stock.
    
 
For federal income tax purposes, the amount of the contingent deferred sales
charge will reduce the gain or increase the loss, as the case may be, realized
on a redemption. The amount of any contingent deferred sales charge will be
payable to AIM Distributors.
 
CONTINGENT DEFERRED SALES CHARGE WAIVERS. Contingent deferred sales charges on
Class B shares will be waived on redemptions (1) following the
 
                               Prospectus Page 37
<PAGE>
                             AIM GLOBAL THEME FUNDS
   
death or post-purchase disability, as defined in Section 72(m)(7) of the Code,
of a shareholder or a settlor of a living trust (provided AIM Distributors is
notified of such death or post-purchase disability at the time of the redemption
request and is provided with satisfactory evidence of such death or
post-purchase disability), (2) in connection with certain distributions from
individual retirement accounts, custodial accounts maintained pursuant to Code
Section 403(b), deferred compensation plans qualified under Code Section 457 and
plans qualified under Code Section 401 (collectively, "Retirement Plans"), (3)
pursuant to a Systematic Withdrawal Plan, provided that amounts withdrawn under
such plan do not exceed on an annual basis 12% of the value of the shareholder's
investment in Class B shares at the time the shareholder elects to participate
in the Systematic Withdrawal Plan, (4) effected pursuant to the right of a Fund
to liquidate a shareholder's account if the aggregate net asset value of shares
held in the account is less than the designated minimum account size described
in this Prospectus, and (5) effected by AIM of its investment in Class B shares.
    
 
Waiver category (1) above applies only to redemptions of Class B shares held at
the time of death or initial determination of post-purchase disability. Waiver
category (2) above applies only to redemptions resulting from:
 
   
(i)  required minimum distributions to plan participants or beneficiaries who
    are age 70 1/2 or older, and only with respect to that portion of such
    distributions which does not exceed 12% annually of the participant's or
    beneficiary's account value in a particular AIM/GT Fund;
    
 
(ii) in-kind transfers of assets where the participant or beneficiary notifies
    AIM Distributors of such transfer no later than the time such transfer
    occurs;
 
   
(iii) tax-free rollovers or transfers of assets to another Retirement Plan
    invested in Class B shares of one or more AIM Funds;
    
 
(iv) tax-free returns of excess contributions or returns of excess deferral
    amounts; and
 
(v) distributions upon the death or disability (as defined in the Code) of the
    participant or beneficiary.
 
   
Shareholders who purchased Class B shares prior to June 1, 1998 are entitled to
certain waivers of the contingent deferred sales charge on those shares as
described in the Statement of Additional Information under "Information Relating
to Sales and Redemptions -- Sales Charge Waivers for Shares Purchased Prior to
June 1, 1998."
    
 
            PROGRAMS APPLICABLE TO CLASS A SHARES AND CLASS B SHARES
 
   
AUTOMATIC INVESTMENT PLAN. Investors may purchase either Class A or Class B
shares of a Fund through the Automatic Investment Plan. Under this Plan, an
amount specified by the shareholder of $100 or more ($25 or more for IRAs, Code
Section 403(b)(7) custodial accounts and other tax-qualified employer-sponsored
retirement accounts) on a monthly or quarterly basis will be sent to the
Transfer Agent from the investor's bank for investment in the Funds.
Participants in the Automatic Investment Plan should not elect to receive
dividends or other distributions from the Funds in cash. A sales charge will be
applied to each automatic monthly purchase of Class A Fund shares in an amount
determined in accordance with the Right of Accumulation privilege described
above. To participate in the Automatic Investment Plan, investors should
complete the appropriate portion of the Supplemental Application provided at the
end of this Prospectus. Investors should contact their Financial Institution or
AIM Distributors for more information.
    
 
   
DOLLAR COST AVERAGING PROGRAM. Investors may purchase either Class A or Class B
shares of a Fund through the Dollar Cost Averaging Program whereby a shareholder
invests the same dollar amount each month. Accordingly, the investor purchases
more shares when a Fund's net asset value is relatively low and fewer shares
when a Fund's net asset value is relatively high. This can result in a lower
average cost-per-share than if the shareholder followed a less systematic
approach. Dollar cost averaging does not assure a profit and does not protect
against loss in declining markets. Because such a program involves continuous
investment in securities regardless of fluctuating price levels of such
securities, investors should consider their financial ability to continue
purchases when prices are declining.
    
 
   
A participant in the Dollar Cost Averaging Program first designates the size of
his or her monthly investment in a Fund ("Monthly Investment") after
participation in the Program begins. The Monthly Investment must be at least
$1,000. The investor then will make an initial investment of at least $10,000 in
the AIM Dollar Fund. Thereafter, each month an amount equal to the specified
Monthly Investment automatically will be redeemed from the AIM Dollar Fund and
invested in Fund shares. A sales charge will be applied to each automatic
    
 
                               Prospectus Page 38
<PAGE>
                             AIM GLOBAL THEME FUNDS
   
monthly purchase of Class A Fund shares in an amount determined in accordance
with the Right of Accumulation privilege described above. Investors should
contact their Financial Institution or AIM Distributors for more information.
    
 
   
PORTFOLIO REBALANCING PROGRAM. The Portfolio Rebalancing Program ("Program")
permits eligible shareholders to establish and maintain an allocation across a
range of AIM/GT Funds. The Program automatically rebalances holdings of AIM/ GT
Funds to the established allocation on a periodic basis. Under the Program, a
shareholder may predesignate, on a percentage basis, how the total value of his
or her holdings in a minimum of two, and a maximum of ten, AIM/GT Funds
("Personal Portfolio") is to be rebalanced on a monthly, quarterly, semiannual,
or annual basis.
    
 
   
Rebalancing under the Program will be effected through the exchange of shares of
one or more AIM/ GT Funds in the shareholder's Personal Portfolio for shares of
the same class(es) of one or more other AIM/GT Funds in the shareholder's
Personal Portfolio. See "How to Make Exchanges." If shares of the AIM/GT Fund(s)
in a shareholder's Personal Portfolio have appreciated during a rebalancing
period, the Program will result in shares of AIM/GT Fund(s) that have
appreciated most during the period being exchanged for shares of AIM/GT Fund(s)
that have appreciated least. SUCH EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A
SHAREHOLDER'S REALIZING A GAIN OR LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME
TAX PURPOSES. See "Dividends, Other Distributions and Federal Income Taxation."
Participation in the Program does not assure that a shareholder will profit from
purchases under the Program nor does it prevent or lessen losses in a declining
market.
    
 
   
The Program will automatically rebalance the shareholder's Personal Portfolio on
the 28th day of the last month of the period chosen (or the immediately
preceding business day if the 28th is not a business day), subject to any
limitations below. The Program will not execute an exchange if the variance in a
shareholder's Personal Portfolio for a particular AIM/GT Fund would be 2% or
less. In predesignating percentages, shareholders must use whole percentages and
totals must equal 100%. Shareholders participating in the Program may not
request issuance of physical certificates representing a Fund's shares. The
AIM/GT Funds and AIM Distributors reserve the right to modify, suspend, or
terminate the Program at any time on 60 days' prior written notice to
shareholders. A request to participate in the Program must be received in good
order at least five business days prior to the next rebalancing date. Once a
shareholder establishes the Program for his or her Personal Portfolio, a
shareholder cannot cancel or change which rebalancing frequency, which AIM/ GT
Funds or what allocation percentages are assigned to the Program, unless
canceled or changed in writing and received by the Transfer Agent in good order
at least five business days prior to the rebalancing date. Shareholders
participating in the Program may also participate in the Right of Accumulation,
Letter of Intent, and Dollar Cost Averaging programs. Certain Financial
Institutions may charge a fee for establishing accounts relating to the Program.
Investors should contact their Financial Adviser or AIM Distributors for more
information.
    
 
                               Prospectus Page 39
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                             HOW TO MAKE EXCHANGES
 
- --------------------------------------------------------------------------------
 
   
Shares of a Fund may be exchanged for shares of the same class of any other
AIM/GT Fund, based on their respective net asset values without imposition of
any sales charges, provided that the registration remains identical. Exchange
requests received in good order by the Transfer Agent before the close of
regular trading on the NYSE on any Business Day will be processed at the net
asset value calculated on that day.
    
 
   
EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A SHAREHOLDER REALIZING A GAIN OR
LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME TAX PURPOSES. See "Dividends, Other
Distributions and Federal Income Taxation." In addition to the Funds, the AIM/GT
Funds include the following:
    
 
   
  - AIM AMERICA VALUE FUND
    
   
  - AIM DEVELOPING MARKETS FUND
    
   
  - AIM DOLLAR FUND
    
   
  - AIM EMERGING MARKETS FUND
    
   
  - AIM EUROPE GROWTH FUND
    
   
  - AIM GLOBAL GOVERNMENT INCOME FUND
    
   
  - AIM GLOBAL GROWTH & INCOME FUND
    
   
  - AIM GLOBAL HIGH INCOME FUND
    
   
  - AIM INTERNATIONAL GROWTH FUND
    
   
  - AIM JAPAN GROWTH FUND
    
   
  - AIM LATIN AMERICAN GROWTH FUND
    
   
  - AIM MID CAP GROWTH FUND
    
   
  - AIM NEW DIMENSION FUND
    
   
  - AIM NEW PACIFIC GROWTH FUND
    
   
  - AIM SMALL CAP EQUITY FUND
    
   
  - AIM STRATEGIC INCOME FUND
    
   
  - AIM WORLDWIDE GROWTH FUND
    
 
   
An investor interested in making an exchange should contact his or her Financial
Institution or the Transfer Agent to request the prospectus of the other mutual
fund(s) being considered. Certain Financial Institutions may charge a fee for
handling exchanges. The terms of the exchange offer may be modified at any time,
on 60 days' prior written notice.
    
 
   
EXCHANGES BY TELEPHONE. A shareholder may give exchange instructions to the
shareholder's Financial Institution or the Transfer Agent by telephone at the
appropriate toll-free number provided in the Shareholder Account Manual.
Exchange orders will be accepted by telephone provided that the exchange
involves only uncertificated shares on deposit in the shareholder's account or
for which certificates have previously been deposited. Shareholders
automatically have telephone privileges to authorize exchanges. The Funds, AIM
Distributors and the Transfer Agent will not be liable for any loss or damage
for acting in good faith upon instructions received by telephone and reasonably
believed to be genuine. The Funds employ reasonable procedures to confirm that
instructions communicated by telephone are genuine prior to acting upon
instructions received by telephone, including requiring some form of personal
identification, providing written confirmation of such transactions, and/or tape
recording of telephone instructions.
    
 
EXCHANGES BY MAIL. Exchange orders should be sent by mail to the shareholder's
Financial Institution or to the Transfer Agent at the address set forth in the
Shareholder Account Manual.
 
   
EXCHANGES WITH THE AIM FAMILY OF FUNDS. Currently no exchanges are permitted
between the Funds and funds of The AIM Family of Funds. However, it is
anticipated that such exchanges will be offered prior to October 1, 1998. In
addition, as of the date of this Prospectus, Class A shares of the Funds may be
redeemed and the proceeds invested without imposition of a front-end sales
charge in Class A shares of funds of The AIM Family of Funds upon receipt of the
redemption proceeds by the transfer agent of The AIM Family of Funds.
    
 
                               Prospectus Page 40
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
The AIM Family of Funds includes the following funds:
    
 
   
  - AIM ADVISOR FLEX FUND
    
   
  - AIM ADVISOR INTERNATIONAL VALUE FUND
    
   
  - AIM ADVISOR LARGE CAP VALUE FUND
    
   
  - AIM ADVISOR MULTIFLEX FUND
    
   
  - AIM ADVISOR REAL ESTATE FUND
    
   
  - AIM ASIAN GROWTH FUND
    
   
  - AIM BALANCED FUND
    
   
  - AIM BLUE CHIP FUND
    
   
  - AIM CAPITAL DEVELOPMENT FUND
    
   
  - AIM CHARTER FUND
    
   
  - AIM CONSTELLATION FUND
    
   
  - AIM EUROPEAN DEVELOPMENT FUND
    
   
  - AIM GLOBAL AGGRESSIVE GROWTH FUND
    
   
  - AIM GLOBAL GROWTH FUND
    
   
  - AIM GLOBAL INCOME FUND
    
   
  - AIM GLOBAL UTILITIES FUND
    
   
  - AIM HIGH INCOME MUNICIPAL FUND
    
   
  - AIM HIGH YIELD FUND
    
   
  - AIM INCOME FUND
    
   
  - AIM INTERMEDIATE GOVERNMENT FUND
    
   
  - AIM INTERNATIONAL EQUITY FUND
    
   
  - AIM LIMITED MATURITY TREASURY FUND
    
   
  - AIM MONEY MARKET FUND
    
   
  - AIM MUNICIPAL BOND FUND
    
   
  - AIM SELECT GROWTH FUND
    
   
  - AIM TAX-EXEMPT BOND FUND OF CONNECTICUT
    
   
  - AIM TAX-EXEMPT CASH FUND
    
   
  - AIM TAX-FREE INTERMEDIATE FUND
    
   
  - AIM VALUE FUND
    
   
  - AIM WEINGARTEN FUND
    
 
   
An investor interested in making a net asset value purchase of The Aim Family of
Funds should contact his or her Financial Institution or the Transfer Agent to
request the prospectus of the other mutual fund(s) being considered. Certain
Financial Institutions may charge a fee for handling net asset value purchases.
    
 
   
LIMITATIONS ON PURCHASE ORDERS AND EXCHANGES. The AIM/GT Funds are not intended
to serve as vehicles for frequent trading in response to short-term fluctuations
in the market. Due to the disruptive effect that market-timing investment
strategies and excessive trading can have on efficient portfolio management,
each AIM/GT Fund and AIM Distributors reserve the right to refuse purchase
orders and exchanges by any person or group, if, in the Sub-adviser's judgment,
such person or group was following a market-timing strategy or was otherwise
engaging in excessive trading.
    
 
   
In addition, each AIM/GT Fund and AIM Distributors reserve the right to refuse
purchase orders and exchanges by any person or group if, in the Sub-adviser's
judgment, the Fund would not be able to invest the money effectively in
accordance with that Fund's investment objective and policies or would otherwise
potentially be adversely affected. Although an AIM/GT Fund will attempt to give
investors prior notice whenever it is reasonably able to do so, it may impose
the above restrictions at any time.
    
 
   
Finally, as described above, each AIM/GT Fund and AIM Distributors reserve the
right to reject any purchase order.
    
 
                               Prospectus Page 41
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                              HOW TO REDEEM SHARES
 
- --------------------------------------------------------------------------------
 
Fund shares may be redeemed at their net asset value (subject to any applicable
contingent deferred sales charge for Class B shares or, in limited
circumstances, Class A shares) and redemption proceeds will be sent within seven
days of the execution of a redemption request. If a redeeming shareholder owns
more than one class of shares, the shareholder must specify the class of shares
to be redeemed.
 
REDEMPTIONS THROUGH FINANCIAL INSTITUTIONS. Shareholders with accounts at
Financial Institutions who sell shares of the Funds may submit redemption
requests to such Financial Institutions. If the shares are held in the name of
the Financial Institution, the redemption must be made through the Financial
Institution. Financial Institutions may honor a redemption request either by
repurchasing shares from a redeeming shareholder at the net asset value next
determined after the Financial Institution receives the request or, as described
below, by forwarding such requests to the Transfer Agent (see "How to Redeem
Shares -- Redemptions Through the Transfer Agent"). Redemption proceeds normally
will be paid by check or, if offered by the Financial Institution, credited to
the shareholder's account at the Financial Institution at the election of the
shareholder. Financial Institutions may impose a service charge for handling
redemption transactions placed through them and may have other requirements
concerning redemptions. Accordingly, shareholders should contact their Financial
Institution for more details.
 
REDEMPTIONS THROUGH THE TRANSFER AGENT. Redemption requests may be transmitted
to the Transfer Agent by telephone or by mail, in accordance with the
instructions provided in the Shareholder Account Manual. Redemptions will be
effected at the net asset value (less any applicable contingent deferred sales
charge for Class B shares or, in limited circumstances, Class A shares) next
determined after the Transfer Agent has received the request or after an
Authorized Institution has received the request, provided that the request is
transmitted to the Transfer Agent prior to the time set for receipt of such
redemption requests. Redemptions will only be effected if the request is
received in good order and accompanied by any required supporting documentation.
Redemption requests will not require a signature guarantee if the redemption
proceeds are to be sent either: (i) to the redeeming shareholder at the
shareholder's address of record as maintained by the Transfer Agent, provided
the shareholder's address of record has not been changed within the preceding
fifteen days; or (ii) directly to a pre-designated bank, savings and loan or
credit union account ("Pre-Designated Account"). ALL OTHER REDEMPTION REQUESTS
MUST BE ACCOMPANIED BY A SIGNATURE GUARANTEE OF THE REDEEMING SHAREHOLDER'S
SIGNATURE. A signature guarantee can be obtained from any bank, U.S. trust
company, a member firm of a U.S. stock exchange or a foreign branch of any of
the foregoing or other eligible guarantor institution. A notary public is not an
acceptable guarantor. A shareholder with questions concerning the Funds'
signature guarantee requirement should contact the Transfer Agent.
 
Shareholders may qualify to have redemption proceeds sent to a Pre-Designated
Account by completing the appropriate section of the Account Application at the
end of this Prospectus. Shareholders with Pre-Designated Accounts should request
that redemption proceeds be sent either by bank wire or by check. The minimum
redemption amount for a bank wire is $500. Shareholders requesting a bank wire
should allow two business days from the time the redemption request is effected
for the proceeds to be deposited in the shareholder's Pre-Designated Account.
See "How to Redeem Shares -- Other Important Redemption Information."
Shareholders may change their Pre-Designated Accounts only by a letter of
instruction to the Transfer Agent containing all account signatures, each of
which must be guaranteed. The Transfer Agent currently does not charge a bank
wire service fee for each wire redemption sent, but reserves the right to do so
in the future. The shareholder's bank may charge a bank wire service fee.
 
REDEMPTIONS BY TELEPHONE. Redemption requests may be made by telephone by
calling the Transfer Agent at the appropriate toll-free number provided in the
Shareholder Account Manual.
 
                               Prospectus Page 42
<PAGE>
                             AIM GLOBAL THEME FUNDS
Shareholders who hold certificates for shares may not redeem by telephone.
REDEMPTION REQUESTS MAY NOT BE MADE BY TELEPHONE FOR FIFTEEN DAYS FOLLOWING ANY
CHANGE OF THE SHAREHOLDER'S ADDRESS OF RECORD.
 
Shareholders automatically have telephone privileges to authorize redemptions.
The Funds, AIM Distributors and the Transfer Agent will not be liable for any
loss or damage for acting in good faith upon instructions received by telephone
and reasonably believed to be genuine. The Funds employ reasonable procedures to
confirm that instructions communicated by telephone are genuine prior to acting
upon instructions received by telephone, including requiring some form of
personal identification, providing written confirmation of such transactions,
and/or tape recording of telephone instructions.
 
REDEMPTIONS BY MAIL. Redemption requests should be mailed directly to the
Transfer Agent at the appropriate address provided in the Shareholder Account
Manual. As discussed above, requests for payment of redemption proceeds to a
party other than the shareholder of record and/or requests that redemption
proceeds be mailed to an address other than the shareholder's address of record
require a signature guarantee. In addition, if the shareholder's address of
record has been changed within the preceding fifteen days, a signature guarantee
is required. Redemptions of shares for which certificates have been issued must
be accompanied by properly endorsed share certificates.
 
   
SYSTEMATIC WITHDRAWAL PLAN. Shareholders owning shares with a value of $10,000
or more may participate in the Systematic Withdrawal Plan. A participating
shareholder will receive proceeds from monthly, quarterly or annual redemptions
of Fund shares with respect to either Class A or Class B shares. No contingent
deferred sales charge will be imposed on redemptions made under the Systematic
Withdrawal Plan. The minimum withdrawal amount is $100. The amount or percentage
a participating shareholder specifies to be redeemed may not, on an annualized
basis, exceed 12% of the value of the account, as of the time the shareholder
elects to participate in the Systematic Withdrawal Plan. To participate in the
Systematic Withdrawal Plan, investors should complete the appropriate portion of
the Supplemental Application provided at the end of this Prospectus. Investors
should contact their Financial Institution or the Transfer Agent for more
information. With respect to Class A shares, participation in the Systematic
Withdrawal Plan concurrent with purchases of Class A shares may be
disadvantageous to investors because of the sales charges involved and possible
tax implications, and therefore is discouraged. In addition, shareholders who
participate in the Systematic Withdrawal Plan should not elect to reinvest
dividends or other distributions in additional Fund shares. Systematic
withdrawal plans offered by Financial Institutions may have different features.
Accordingly, shareholders should contact their Financial Institution for more
details.
    
 
OTHER IMPORTANT REDEMPTION INFORMATION. A request for redemption will not be
processed until all of the necessary documentation has been received in good
order. A shareholder in doubt as to what documents are required should contact
his or her Financial Institution or the Transfer Agent.
 
Except in extraordinary circumstances and as permitted under the Investment
Company Act of 1940 ("1940 Act"), payment for shares redeemed by telephone or by
mail will be made promptly after receipt of a redemption request, if in good
order, but not later than seven days after the date the request is executed.
Requests for redemption which are subject to any special conditions or which
specify a future or past effective date cannot be accepted.
 
If the Transfer Agent is requested to redeem shares for which the Funds have not
yet received good payment, the Funds may delay payment of redemption proceeds
until the Transfer Agent has assured itself that good payment has been collected
for the purchase of the shares. In the case of purchases by check it can take up
to 10 business days to confirm that the check has cleared and good payment has
been received. Redemption proceeds will not be delayed when shares have been
paid for by wire or when the investor's account holds a sufficient number of
shares for which funds already have been collected.
 
A Fund may redeem the shares of any shareholder whose account is reduced to less
than $500 in value through redemptions or other action by the shareholder.
Written notice will be given to the shareholder at least 60 days prior to the
date fixed for such redemption, during which time the shareholder may increase
his or her holdings to an aggregate amount of $500 or more (with a minimum
purchase of $100).
 
                               Prospectus Page 43
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                           SHAREHOLDER ACCOUNT MANUAL
 
- --------------------------------------------------------------------------------
 
   
Shareholders are encouraged to place purchase, exchange and redemption orders
through their Financial Institutions. Shareholders also may place such orders
directly in accordance with this Manual. See "How to Invest," "How to Make
Exchanges," "How to Redeem Shares" and "Dividends, Other Distributions and
Federal Income Taxation" for more information.
    
 
Each Fund's Transfer Agent is GT GLOBAL INVESTOR SERVICES, INC.
 
INVESTMENTS BY MAIL
 
Send the completed Account Application (if initial purchase) or letter stating
Fund name, class of shares, shareholder's registered name and account number (if
subsequent purchase) with a check to:
 
   
    AIM/GT Funds
    P.O. Box 7345
    San Francisco, CA 94120-7345
    
 
INVESTMENTS BY BANK WIRE
 
An investor opening a new account should call 1-800-223-2138 to obtain an
account number. WITHIN SEVEN DAYS OF PURCHASE A COMPLETED ACCOUNT APPLICATION
CONTAINING THE INVESTOR'S CERTIFIED TAXPAYER IDENTIFICATION NUMBER MUST BE SENT
TO THE ADDRESS PROVIDED ABOVE UNDER "INVESTMENTS BY MAIL." Wire instructions
must state Fund name, class of shares, shareholder's registered name and account
number. Bank wires should be sent through the Federal Reserve Bank Wire System
to:
 
    WELLS FARGO BANK N.A.
    ABA 121000248
    Attn: GT GLOBAL
         Account No. 4023-050701
 
EXCHANGES BY TELEPHONE
 
Call the Transfer Agent at 1-800-223-2138.
 
EXCHANGES BY MAIL
 
   
Send complete instructions, including name of Fund exchanging from, class of
shares, amount of exchange, name of the AIM/GT Fund exchanging into,
shareholder's registered name and account number, to:
    
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
REDEMPTIONS BY TELEPHONE
 
Call the Transfer Agent at 1-800-223-2138.
 
REDEMPTIONS BY MAIL
 
Send complete instructions, including name of Fund, class of shares, amount of
redemption, shareholder's registered name and account number, to:
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
OVERNIGHT MAIL
 
Overnight mail services do not deliver to post office boxes. To send purchase,
exchange or redemption orders by overnight mail, follow the above instructions
but send to the following address:
 
    GT Global Investor Services, Inc.
    California Plaza
    2121 N. California Boulevard
    Suite 450
    Walnut Creek, CA 94596
 
ADDITIONAL QUESTIONS
 
Shareholders with additional questions regarding purchase, exchange and
redemption procedures should call the Transfer Agent at 1-800-223-2138.
 
                               Prospectus Page 44
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                         CALCULATION OF NET ASSET VALUE
 
- --------------------------------------------------------------------------------
 
   
Each Fund calculates its net asset value as of the close of regular trading on
the NYSE (currently 4:00 p.m. Eastern Time, unless weather, equipment failure or
other factors contribute to an earlier closing time) each Business Day. Each
Fund's net asset value per share is computed by determining the value of its
total assets (which, in the case of the Financial Services Fund, Infrastructure
Fund, Resources Fund and Consumer Products and Services Fund, is the value of
its proportionate share of the total assets of its corresponding Portfolio),
subtracting all of its liabilities, and dividing the result by the total number
of shares outstanding at such time. Net asset value is determined separately for
each class of shares of each Fund.
    
 
Equity securities held by the Theme Portfolios are valued at the last sale price
on the exchange or in the over-the-counter market in which such securities are
primarily 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. Long-term
debt obligations are valued at the mean of representative quoted bid and asked
prices for such securities or, if such prices are not available, at prices for
securities of comparable maturity, quality and type; however, when the
Sub-adviser deems it appropriate, prices obtained from a bond pricing service
will be used. Short-term debt investments are amortized to maturity based on
their cost, adjusted for foreign exchange translation and market fluctuations,
provided such valuations represent fair value. When market quotations for
futures and options positions held by a Fund are readily available, those
positions are valued based upon such quotations.
 
   
Securities and other assets for which market quotations are not readily
available are valued at fair value determined in good faith by or under the
direction of the Company's Board of Directors or the Portfolios' Board of
Trustees, as applicable. Securities and other assets quoted in foreign
currencies are valued in U.S. dollars based on the prevailing exchange rates on
that day.
    
 
Certain of the Theme Portfolios' securities from time to time may be listed
primarily on foreign exchanges that trade on days when the NYSE is closed (such
as a Saturday). As a result, the net asset value of a Fund may be significantly
affected by such trading on days when shareholders cannot purchase or redeem
shares of that Fund.
 
   
The different service and distribution fees borne by each class of shares of
each Fund will result in different net asset values. The net asset value of the
Class B shares of a Fund generally will be lower than that of the Class A shares
of that Fund because of the higher service and distribution fees borne by the
Class B shares. The net asset value of the Advisor Class shares of a Fund
generally will be higher than that of the Class A and Class B shares of that
Fund because of the absence of any service and distribution fees applicable to
the Advisor Class shares. It is expected, however, that the net asset value per
share of the classes will tend to converge immediately after the payment of
dividends, which will differ by approximately the amount of the service and
distribution fee accrual differential among the classes.
    
 
                               Prospectus Page 45
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                         DIVIDENDS, OTHER DISTRIBUTIONS
                          AND FEDERAL INCOME TAXATION
 
- --------------------------------------------------------------------------------
 
   
DIVIDENDS AND OTHER DISTRIBUTIONS. Each Fund annually declares and pays as a
dividend all of its net investment income, if any, which includes dividends,
accrued interest and earned discount (including both original issue and market
discounts) less applicable expenses. Each Fund also annually distributes
substantially all of its realized net capital gains and net gains from foreign
currency transactions, if any. In the case of each of the Financial Services
Fund, Infrastructure Fund, Resources Fund and Consumer Products and Services
Fund, its net investment income, realized net capital gains and net gains from
foreign currency transactions consist of its proportionate share of such income
and gains of its corresponding Portfolio. Each Fund may make an additional
dividend or other distribution each year if necessary to avoid a 4% excise tax
on certain undistributed income and gain.
    
 
Dividends and other distributions paid by each Fund with respect to all classes
of its shares are calculated in the same manner and at the same time. The per
share income dividends on Class B shares of a Fund will be lower than the per
share income dividends on Class A shares of that Fund as a result of the higher
service and distribution fees applicable to Class B shares; and the per share
income dividends on both such classes of shares of a Fund will be lower than the
per share income dividends on the Advisor Class shares of that Fund as a result
of the absence of any service and distribution fees applicable to Advisor Class
shares. SHAREHOLDERS MAY ELECT:
 
   
/ / to have all dividends and other distributions automatically reinvested in
    additional Fund shares of the distributing class (or in shares of the
    corresponding class of other AIM/GT Funds); or
    
 
   
/ / to receive dividends in cash and have other distributions automatically
    reinvested in additional Fund shares of the distributing class (or in shares
    of the corresponding class of other AIM/GT Funds); or
    
 
   
/ / to receive other distributions in cash and have dividends automatically
    reinvested in additional Fund shares of the distributing class (or in shares
    of the corresponding class of other AIM/ GT Funds); or
    
 
/ / to receive dividends and other distributions in cash.
 
   
Automatic reinvestments in additional shares are made at net asset value without
imposition of a sales charge. IF NO ELECTION IS MADE BY A SHAREHOLDER, ALL
DIVIDENDS AND OTHER DISTRIBUTIONS WILL BE AUTOMATICALLY REINVESTED IN ADDITIONAL
FUND SHARES OF THE DISTRIBUTING CLASS. Reinvestments in another AIM/GT Fund may
only be directed to an account with the identical shareholder registration and
account number. These elections may be changed by a shareholder at any time; to
be effective with respect to a distribution, the shareholder or the
shareholder's broker must contact the Transfer Agent by mail or telephone at
least 15 Business Days prior to the payment date. THE FEDERAL INCOME TAX
CONSEQUENCES OF DIVIDENDS AND OTHER DISTRIBUTIONS ARE THE SAME WHETHER THEY ARE
RECEIVED IN CASH OR REINVESTED IN ADDITIONAL SHARES.
    
 
Any dividend or other distribution paid by a Fund has the effect of reducing the
net asset value per share on the ex-distribution date by the amount thereof.
Therefore, a dividend or other distribution paid shortly after a purchase of
shares would represent, in substance, a return of capital to the shareholder (to
the extent the distribution is paid on the shares so purchased), even though
subject to income tax, as discussed below.
 
   
TAXES. Each Fund intends to continue to qualify for treatment as a regulated
investment company under the Code. In each taxable year that a Fund so
qualifies, the Fund (but not its shareholders) will be relieved of federal
income tax on that part of its investment company taxable income (consisting
generally of net investment income, net gains from certain foreign currency
transactions and net short-term capital gain) and net capital gain (i.e., the
excess of net long-term capital gain over net short-term capital loss) that it
distributes to its shareholders. In the case of each of the Financial Services
Fund, Infrastructure Fund, Resources Fund and Consumer Products and Services
Fund, its investment company taxable income and net capital gain consists of its
proportionate share of its corresponding Portfolio's net investment income, net
gains from certain foreign currency transactions and net short-term capital gain
and net capital gain, respectively. Each Portfolio expects that it also will not
be liable for any federal income tax.
    
 
Dividends from a Fund's investment company taxable income (whether paid in cash
or reinvested
 
                               Prospectus Page 46
<PAGE>
                             AIM GLOBAL THEME FUNDS
in additional shares) are taxable to its shareholders as ordinary income to the
extent of the Fund's earnings and profits. Distributions of a Fund's net capital
gain, when designated as such, are taxable to its shareholders as long-term
capital gains, regardless of how long they have held their Fund shares and
whether paid in cash or reinvested in additional shares.
 
   
Under the Taxpayer Relief Act of 1997, different maximum tax rates apply to a
noncorporate taxpayer's net capital gain depending on the taxpayer's holding
period and marginal rate of federal income tax -- generally, 28% for gain
recognized on securities held for more than one year but not more than 18 months
and 20% (10% for taxpayers in the 15% marginal tax bracket) for gain recognized
on securities held for more than 18 months. Each Fund may divide each net
capital gain distribution into a 28% rate gain distribution and a 20% rate gain
distribution (in accordance with the Fund's holding periods for the securities
it sold that generated the distributed gain), in which event its shareholders
must treat those portions accordingly.
    
 
Each Fund provides federal tax information to its shareholders annually,
including information about dividends and capital gain distributions paid during
the preceding year and, under certain circumstances, the shareholders'
respective shares of any foreign taxes paid (directly or indirectly) by the
Fund, in which event each shareholder would be required to include in his or her
gross income his or her pro rata share of those taxes but might be entitled to
claim a credit or deduction for them. The information regarding capital gain
distributions designates the portions thereof subject to the different maximum
rates of tax applicable to noncorporate taxpayers' net capital gain indicated
above.
 
   
Each Fund must withhold 31% from dividends, capital gain distributions and
redemption proceeds payable to any individuals and certain other noncorporate
shareholders who have not furnished to the Fund a correct taxpayer
identification number or a properly completed claim for exemption on Form W-8 or
W-9. Withholding at that rate also is required from dividends and capital gain
distributions payable to such shareholders who otherwise are subject to backup
withholding. Fund accounts opened via a bank wire purchase (see "How to Invest
- -- Purchases Through the Transfer Agent") are considered to have uncertified
taxpayer identification numbers unless a completed Form W-8 or W-9 or Account
Application is received by the Transfer Agent within seven days after the
purchase. A shareholder should contact the Transfer Agent if the shareholder is
uncertain whether a proper taxpayer identification number is on file with a
Fund.
    
 
   
A redemption of Fund shares may result in taxable gain or loss to the redeeming
shareholder, depending upon whether the redemption proceeds are more or less
than the shareholder's adjusted basis for the redeemed shares (which normally
includes any initial sales charge paid on Class A shares). An exchange of Fund
shares for shares of another mutual fund generally will have similar tax
consequences. However, special tax rules apply when a shareholder (1) disposes
of Class A shares of a Fund through a redemption or exchange within 90 days
after purchase and (2) subsequently acquires Class A shares of that Fund or any
other mutual fund on which an initial sales charge normally is imposed without
paying that sales charge due to the reinstatement privilege or exchange
privilege. In these cases, any gain on the disposition of the original Class A
shares will be increased, or loss decreased, by the amount of the sales charge
paid when those shares were acquired, and that amount will increase the adjusted
basis of the shares subsequently acquired. In addition, if Fund shares are
purchased within 30 days before or after redeeming other shares of the same Fund
(regardless of class) at a loss, all or a part of the loss will not be
deductible and instead will increase the basis of the newly purchased shares.
    
 
The foregoing is only a summary of some of the important federal tax
considerations generally affecting the Funds and their shareholders. See "Taxes"
in the Statement of Additional Information for a further discussion. There may
be other federal, state, local or foreign tax considerations applicable to a
particular investor. Prospective investors therefore are urged to consult their
tax advisers.
 
                               Prospectus Page 47
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
   
The Company's Board of Directors and the Portfolio's Board of Trustees have
overall responsibility for the operation of the Funds and the Portfolios,
respectively. The Company's Board of Directors and Portfolio's Board of Trustees
have approved all significant agreements between the Company and the Portfolios
on the one side and persons or companies furnishing services to the Funds and
the Theme Portfolios on the other, including the investment advisory and
administrative services agreement with AIM, the investment sub-advisory and
sub-administration agreement with the Sub-adviser, the agreements with AIM
Distributors regarding distribution of each Fund's shares, the custody agreement
with State Street Bank and Trust Company and the transfer agency agreement with
GT Global Investor Services, Inc. The day-to-day operations of each Theme
Portfolio are delegated to the officers of the Company and the Portfolios,
subject always to the objective and policies of the applicable Theme Portfolio
and to the general supervision of the Company's Board of Directors and the
Portfolio's Board of Trustees. See "Directors and Executive Officers" in the
Statement of Additional Information for information on the Company's Directors
and the Portfolios' Trustees.
    
 
INVESTMENT MANAGEMENT AND ADMINISTRATION. Services provided by AIM and the
Sub-adviser as the Theme Portfolios' investment managers and administrators
include, but are not limited to, determining the composition of the investment
portfolio of the Portfolios and placing orders to buy, sell or hold particular
securities. In addition, AIM and the Sub-adviser provide the following
administration services to the Portfolios and the Funds: furnishing corporate
officers and clerical staff; providing office space, services and equipment; and
supervising all matters relating to the Portfolios' and the Funds' operation.
 
   
For investment management and administration services provided to the Health
Care Fund and Telecommunications Fund, each such Fund pays AIM a fee computed
daily and paid monthly based on each such Fund's average daily net assets at the
annualized rate of .975% on the first $500 million, .95% on the next $500
million, .925% on the next $500 million and .90% on amounts thereafter. Out of
the aggregate fees payable by a Fund, AIM pays the Sub-adviser sub-advisory and
sub-administration fees equal to 40% of the aggregate fees AIM receives from
each Fund.
    
   
For administration services, the Financial Services Fund, Infrastructure Fund,
Resources Fund and Consumer Products and Services Fund each pays AIM
administration fees computed daily and payable monthly at the annualized rate of
0.25% of such Fund's average daily net assets. AIM has appointed the Sub-adviser
as each Fund's sub-administrator. In addition, each such Fund bears its pro rata
portion of the investment management and administration fees paid by its
corresponding Portfolio to AIM and the Sub-adviser. The Financial Services
Portfolio, Infrastructure Portfolio, Resources Portfolio and Consumer Products
and Services Portfolio each pays AIM a fee, based on each such Portfolio's
average daily net assets at the annualized rate of .725% on the first $500
million, .70% on the next $500 million, .675% on the next $500 million and .65%
on all amounts thereafter. Out of its aggregate fees payable by a Fund and its
corresponding Portfolio, AIM pays the Sub-adviser sub-advisory and
sub-administration fees equal to 40% of the aggregate fees AIM receives from
each Fund and its corresponding Portfolio. The investment management and
administration fees paid by the Funds and the Portfolios are higher than those
paid by most mutual funds.
    
 
   
Each Fund pays all expenses not assumed by AIM, the Sub-adviser, AIM
Distributors or other agents. AIM has undertaken to limit each Fund's expenses
(exclusive of brokerage commissions, taxes, interest and extraordinary expenses)
to the annual rate of 2.00% and 2.50% of the average daily net assets of each
Fund's Class A and Class B shares, respectively.
    
 
   
The Sub-adviser also serves as each Theme Portfolio's pricing and accounting
agent. For these services the Sub-adviser receives a fee at an annual rate
derived by applying 0.03% to the first $5 billion of assets of the AIM/GT Funds
and 0.02% to the assets in excess of $5 billion, and allocating the result
according to each Fund's average daily net assets.
    
 
   
AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046, serves as the
investment adviser to each Theme Portfolio pursuant to a master investment
advisory agreement, dated as of May 29, 1998
    
 
                               Prospectus Page 48
<PAGE>
                             AIM GLOBAL THEME FUNDS
   
(the "Advisory Agreement"). AIM was organized in 1976 and, together with its
subsidiaries, manages or advises approximately 90 investment company portfolios
encompassing a broad range of investment objectives. The Sub-adviser, INVESCO
(NY), Inc., 50 California Street, 27th Floor, San Francisco, California 94111,
and 1166 Avenue of the Americas, New York, New York 10036, serves as the
sub-adviser to each Theme Portfolio pursuant to an investment sub-advisory
agreement dated as of May 29, 1998. Prior to May 29, 1998, the Sub-adviser was
known as Chancellor LGT Asset Management, Inc. On May 29, 1998, Liechtenstein
Global Trust AG ("LGT"), the former indirect parent organization of the Sub-
adviser, consummated a purchase agreement with AMVESCAP PLC pursuant to which
AMVESCAP PLC acquired LGT's Asset Management Division, which included the
Sub-adviser and certain other affiliates. As a result of this transaction, the
Sub-adviser is now an indirect wholly owned subsidiary of AMVESCAP PLC. Prior to
the sale, the Sub-adviser and its worldwide asset management affiliates provided
investment management and/or administrative services to institutional, corporate
and individual clients around the world since 1969.
    
 
AIM and the Sub-adviser and their worldwide asset management affiliates provide
investment management and/or administrative services to institutional, corporate
and individual clients around the world. AIM and the Sub-adviser are both
indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and its
subsidiaries are an independent investment management group that has a
significant presence in the institutional and retail segment of the investment
management industry in North America and Europe, and a growing presence in Asia.
 
   
In addition to the investment resources of their Houston, San Francisco and New
York offices, AIM and the Sub-adviser draw upon the expertise, personnel, data
and systems of other offices, including investment offices in Atlanta, Boston,
Dallas, Denver, Louisville, Miami, Portland (Oregon), Frankfurt, Hong Kong,
London, Singapore, Sydney, Tokyo and Toronto. In managing the Theme Portfolios,
the Sub-adviser employs a team approach, taking advantage of its investment
 
resources around the world.
    
 
The investment professionals primarily responsible for the portfolio management
of the Theme Portfolios are as follows:
                      GLOBAL FINANCIAL SERVICES PORTFOLIO
   
<TABLE>
<CAPTION>
                            RESPONSIBILITIES FOR                            BUSINESS EXPERIENCE
NAME/OFFICE                    THE PORTFOLIO                                  PAST FIVE YEARS
- ------------------------  ------------------------  --------------------------------------------------------------------
<S>                       <C>                       <C>
A. James Ellman           Portfolio Manager since   Portfolio Manager for the Sub-adviser since 1995. Analyst for the
 San Francisco             1995                      Sub-adviser from 1994 to 1995.
                                            GLOBAL INFRASTRUCTURE PORTFOLIO
 
<CAPTION>
                            RESPONSIBILITIES FOR                            BUSINESS EXPERIENCE
NAME/OFFICE                    THE PORTFOLIO                                  PAST FIVE YEARS
- ------------------------  ------------------------  --------------------------------------------------------------------
<S>                       <C>                       <C>
Brian T. Nelson           Portfolio Manager since   Portfolio Manager for the Sub-adviser since September 1997. Senior
 San Francisco             1997                      Equity Research Analyst for the Sub-adviser from October 1996 to
                                                     September 1997. Employed by Chancellor Capital Management, Inc., a
                                                     predecessor of the Sub-adviser, from 1995 to October 1996. Equity
                                                     Research Analyst And Co-Portfolio Manager for Franklin Resources,
                                                     Inc. (San Mateo, CA) from 1988 to 1995.
                                               GLOBAL RESOURCES PORTFOLIO
<CAPTION>
                            RESPONSIBILITIES FOR                            BUSINESS EXPERIENCE
NAME/OFFICE                    THE PORTFOLIO                                  PAST FIVE YEARS
- ------------------------  ------------------------  --------------------------------------------------------------------
<S>                       <C>                       <C>
Derek H. Webb             Portfolio Manager since   Portfolio Manager for the Sub-adviser since 1994. Analyst for the
 San Francisco             Portfolio inception in    Sub-adviser from 1992 to 1994.
                           1994
                                    GLOBAL CONSUMER PRODUCTS AND SERVICES PORTFOLIO
<CAPTION>
                            RESPONSIBILITIES FOR                            BUSINESS EXPERIENCE
NAME/OFFICE                    THE PORTFOLIO                                  PAST FIVE YEARS
- ------------------------  ------------------------  --------------------------------------------------------------------
<S>                       <C>                       <C>
Derek H. Webb             Portfolio Manager since   See description above.
 San Francisco             Portfolio inception in
                           1994
</TABLE>
    
 
                               Prospectus Page 49
<PAGE>
                             AIM GLOBAL THEME FUNDS
   
<TABLE>
<S>                       <C>                       <C>
                                                GLOBAL HEALTH CARE FUND
<CAPTION>
                            RESPONSIBILITIES FOR                            BUSINESS EXPERIENCE
NAME/OFFICE                       THE FUND                                    PAST FIVE YEARS
- ------------------------  ------------------------  --------------------------------------------------------------------
<S>                       <C>                       <C>
Michael Yellen            Portfolio Manager since   Portfolio Manager for the Sub-adviser since 1996. Research analyst
 San Francisco             1996                      for the Sub-adviser from 1994 to 1996. Securities analyst and
                                                     Co-Portfolio Manager for Franklin Resources, Inc. (San Mateo, CA)
                                                     from 1991 to 1994.
                                             GLOBAL TELECOMMUNICATIONS FUND
<CAPTION>
                            RESPONSIBILITIES FOR                            BUSINESS EXPERIENCE
NAME/OFFICE                       THE FUND                                    PAST FIVE YEARS
- ------------------------  ------------------------  --------------------------------------------------------------------
<S>                       <C>                       <C>
Michael Mahoney           Portfolio Manager since   Portfolio Manager for the Sub-adviser since 1993. Investment Analyst
 San Francisco             1993                      for the Sub-adviser from 1991 to 1993.
</TABLE>
    
 
                            ------------------------
 
   
In placing orders for the Theme Portfolios' securities transactions, the
Sub-adviser seeks to obtain the best net results. Consistent with its obligation
to obtain the best net results, the Sub-adviser may consider a broker/dealer's
sale of shares of the AIM Funds as a factor in considering through whom
portfolio transactions will be effected. Brokerage transactions may be executed
through affiliates of AIM or the Sub-adviser. High portfolio turnover (over
100%) involves correspondingly greater brokerage commissions and other
transaction costs that the Funds will bear directly and could result in the
realization of net capital gains which would be taxable when distributed to
shareholders.
    
 
   
DISTRIBUTION OF FUND SHARES. The Company has entered into master distribution
agreements relating to the Funds (the "Distribution Agreements"), dated May 29,
1998, with AIM Distributors, a registered broker/dealer and a wholly owned
subsidiary of AIM. The address of AIM Distributors is P.O. Box 4739, Houston,
Texas 77210-4739. The Distribution Agreements provide AIM Distributors with the
exclusive rights to distribute shares of the Funds directly and through
Financial Institutions with whom AIM Distributors has entered into agreements.
Under the Distribution Agreements, AIM Distributors acts as the distributor of
Class A, Class B and Advisor Class shares of the Funds. As distributor, AIM
Distributors collects the sales charges imposed on purchases of Class A shares
and any contingent deferred sales charges that may be imposed on certain
redemptions of Class A and Class B shares. AIM Distributors may elect to re-
allow the entire initial sales charge to dealers for all sales with respect to
which orders are placed with AIM Distributors during a particular period.
Dealers to whom substantially the entire sales charge is re-allowed may be
deemed to be "underwriters" as that term is defined under the Securities Act of
1933. AIM Distributors may pay sales commissions to dealers and institutions who
sell Class B shares of the Funds at the time of such sales. Payments with
respect to Class B shares will equal 4.00% of the purchase price of the Class B
shares sold by the dealer or institution and will consist of a sales commission
equal to 3.75% of the purchase price of the Class B shares sold plus an advance
of the first year service fee of 0.25% with respect to such shares. The portion
of the payments to AIM Distributors under the Class B Plan which constitutes an
asset-based sales charge (0.75%) is intended in part to permit AIM Distributors
to recoup a portion of such sales commissions plus financing costs. From time to
time, AIM Distributors may pay commissions in excess of these amounts.
Commissions are not paid on exchanges or certain reinvestments in Class B
shares. In addition, with respect to both classes of shares, AIM Distributors
makes ongoing payments to broker/dealers for distribution and service activities
in accordance with the Rule 12b-1 plans described below.
    
 
In addition, AIM Distributors makes ongoing payments to brokerage firms,
financial institutions (including banks) and others that facilitate the
administration and servicing of shareholder accounts.
 
   
In addition to amounts paid to dealers as a dealer concession out of the initial
sales charge paid by investors, AIM Distributors may, from time to time, at its
expense or as an expense for which it may be compensated under a distribution
plan, if applicable, pay a bonus or other consideration or incentive to dealers
who sell a minimum dollar amount of the shares of the AIM Funds during a
specified period of time. In some instances, these incentives may be offered
only to certain dealers who have sold or may sell significant amounts of shares.
At the option of the dealer, such incentives may take the form of payment for
travel expenses, including lodging, incurred in connection with trips taken by
qualifying registered representatives and their families to places within or
outside the United States. The total amount of such additional bonus payments or
other consideration shall
    
 
                               Prospectus Page 50
<PAGE>
                             AIM GLOBAL THEME FUNDS
   
not exceed 0.25% of the public offering price of the shares sold. Any such bonus
or incentive programs will not change the price paid by investors for the
purchase of the applicable fund's shares or the amount that any particular fund
will receive as proceeds from such sales. Dealers may not use sales of the AIM
Funds' shares to qualify for any incentives to the extent that such incentives
may be prohibited by the laws of any state.
    
 
AIM Distributors may make payments to dealers and institutions who are dealers
of record for purchases of $1 million or more of Class A shares (or shares which
normally involve payment of initial sales charges), which are sold at net asset
value and are subject to a contingent deferred sales charge as follows: 1% of
the first $2 million of such purchases, plus 0.80% of the next $1 million of
such purchases, plus 0.50% of the next $l7 million of such purchases, plus 0.25%
of amounts in excess of $20 million of such purchases.
 
   
The Company has adopted a Master Distribution Plan applicable to Class A shares
of the Funds (the "Class A Plan") pursuant to Rule 12b-1 under the 1940 Act, to
compensate AIM Distributors for the purpose of financing any activity that is
intended to result in the sale of Class A shares of the Funds. Under the Class A
Plan, each Fund pays compensation to AIM Distributors at an annual rate of 0.50%
of the average daily net assets of Class A shares of each Fund.
    
 
The Company also has adopted a Master Distribution Plan applicable to Class B
shares of the Funds (the "Class B Plan"). Under the Class B Plan, each Fund pays
compensation to AIM Distributors at an annual rate of 1.00% of the average daily
net assets of Class B shares of each Fund.
 
   
The Class A Plan and the Class B Plan (together, the "Plans") are designed to
compensate AIM Distributors for certain promotional and other sales-related
costs, and to implement a dealer incentive program that provides for periodic
payments to selected dealers who furnish continuing personal shareholder
services to their customers who purchase and own Class A and Class B shares of a
Fund. Payments also can be directed by AIM Distributors to Financial
Institutions who have entered into service agreements with respect to Class A
and Class B shares of the Funds and who provide continuing personal services to
their customers who own Class A and Class B shares of a Fund. The service fees
payable to selected Financial Institutions are calculated at the annual rate of
0.25% of the average daily net asset value of those Fund shares that are held in
such Institution's customers' accounts that were purchased on or after a
prescribed date set forth in the Plans. Of the aggregate amount payable under
the Plans, payments to Financial Institutions that provide continuing personal
shareholder services to their customers who purchase and own shares of a Fund,
in amounts of up to 0.25% of the average net assets of the Fund attributable to
the customers of such Financial Institutions are characterized as a service fee,
and payments to Financial Institutions in excess of such amount and payments to
AIM Distributors would be characterized as an asset-based sales charge. Payments
under the Plans are subject to any applicable limitations imposed by the rules
of the National Association of Securities Dealers, Inc.
    
 
The Plans do not obligate the Funds to reimburse AIM Distributors for the actual
expenses AIM Distributors may incur in fulfilling its obligations under the
Plans. Thus, even if AIM Distributors' actual expenses exceed the fee payable to
AIM Distributors thereunder at any time, the Funds will not be obligated to pay
more than that fee. If AIM Distributors' expenses are less than the fee it
receives, AIM Distributors will retain the full amount of the fee.
 
Under the Plans, AIM Distributors may in its discretion from time to time agree
to waive voluntarily all or any portion of its fee that has not been assigned or
transferred, while retaining its ability to be reimbursed for such fee prior to
the end of each fiscal year.
 
   
Under the Plans, certain Financial Institutions which have entered into service
agreements and which sell shares of the Funds on an agency basis, may receive
payments from the Funds pursuant to the respective Plans. AIM Distributors does
not act as principal, but rather as agent for the Funds, in making such
payments. For additional information concerning the operation of the Plans see
"Distribution Services Relating to the Funds" in the Management section of the
Statement of Additional Information.
    
 
The Glass-Steagall Act and other applicable laws, among other things, generally
prohibit federally chartered or supervised banks from engaging in the business
of underwriting or distributing securities. Accordingly, AIM Distributors
intends to engage banks (if at all) only to perform administrative and
shareholder servicing functions. If a bank were prohibited from so acting, its
shareholder clients would be permitted to remain shareholders, and alternative
means for continuing the servicing of such shareholders would be sought. It is
not expected that shareholders would suffer any adverse financial consequences
as a result of any of these occurrences.
 
                               Prospectus Page 51
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                               OTHER INFORMATION
 
- --------------------------------------------------------------------------------
 
CONFIRMATIONS AND REPORTS TO SHAREHOLDERS. Each time a transaction is made that
affects a shareholder's account in a Fund, the shareholder will receive from the
Transfer Agent a confirmation statement reflecting the transaction.
Confirmations for transactions effected pursuant to a Fund's Automatic
Investment Plan, Systematic Withdrawal Plan and automatic dividend reinvestment
program may be provided quarterly. Shortly after the end of each Fund's fiscal
year on October 31 and fiscal half-year on April 30 of each year, shareholders
receive an annual and semiannual report, respectively. In addition, the federal
income status of distributions made by a Fund to shareholders will be reported
after the end of the calendar year on Form 1099-DIV. Under certain
circumstances, duplicate mailings of the foregoing reports to the same household
may be consolidated.
 
   
ORGANIZATION OF THE COMPANY. The Company was organized as a Maryland corporation
on October 29, 1987. Prior to May 29, 1998, the Company operated under the name
G.T. Investment Funds, Inc. From time to time, the Company has established and
may continue to establish other funds, each corresponding to a distinct
investment portfolio and a distinct series of the Company's shares. Shares of
each Fund are entitled to one vote per share (with proportional voting for
fractional shares) and are freely transferable. Shareholders have no preemptive
or conversion rights.
    
 
   
On any matter submitted to a vote of shareholders, shares of a Fund will be
voted by a Fund's shareholders individually when the matter affects the specific
interest of that Fund only, such as approval of its investment management
arrangements. In addition, shares of a particular class of a Fund may vote on
matters affecting only that class. The shares of each Fund and of the Company's
other Funds will be voted in the aggregate on other matters, such as the
election of Directors and ratification of the selection of the Company's
independent accountants.
    
 
   
Normally there will be no annual meeting of shareholders in any year, except as
required under the 1940 Act. The Company would be required to hold a
shareholders' meeting in the event that at any time less than a majority of the
Directors holding office had been elected by shareholders. Directors shall
continue to hold office until their successors are elected and have qualified.
Shares of the Company's funds do not have cumulative voting rights, which means
that the holders of a majority of the shares voting for the election of
Directors can elect all the Directors. A Director may be removed upon a majority
vote of the shareholders qualified to vote in the election. Shareholders holding
10% of the Company's outstanding voting shares may call a meeting of
shareholders for the purpose of voting upon the question of removal of any
Director or for any other purpose. The 1940 Act requires the Company to assist
shareholders in calling such a meeting.
    
 
   
Pursuant to the Company's Articles of Incorporation, it may issue six billion
shares. Of this number, 300 million shares have been classified as shares of
each Fund (500 million shares in the case of Telecommunications Fund), 100
million shares as Class A shares and 100 million shares as Class B shares,
except for the Telecommunications Fund, of which 200 million shares have each
been classified as Class A shares and Class B shares, respectively. One hundred
million shares have been classified as Advisor Class shares for each Fund. These
amounts may be increased from time to time in the discretion of the Board of
Directors. Each share of each Fund represents an interest in that Fund only, has
a par value of $0.0001 per share, represents an equal proportionate interest in
that Fund with other shares of that Fund and is entitled to such dividends and
other distributions out of the income earned and gain realized on the assets
belonging to that Fund as may be declared at the discretion of the Board of
Directors. Each Class A, Class B and Advisor Class share of each Fund is equal
in earnings, assets and voting privileges, except as noted above, and each class
bears the expenses, if any, related to the distribution of its shares. Shares of
each Fund, when issued, are fully paid and nonassessable.
    
 
   
Shareholders have been asked to vote on the reorganization of the Company into a
Delaware business trust. If approved by shareholders, it is
    
 
                               Prospectus Page 52
<PAGE>
                             AIM GLOBAL THEME FUNDS
   
anticipated that the reorganization would occur prior to October 1, 1998. If the
Company is reorganized as a Delaware business trust, it is anticipated that
Class B shares of each Fund will convert to Class A shares approximately eight
years following the initial date the Class B shares were issued.
    
 
   
ORGANIZATION OF THE PORTFOLIOS. Each Portfolio is organized as a subtrust of a
Delaware business trust. The Declaration of Trust provides that the Financial
Services Fund, Infrastructure Fund, Resources Fund and Consumer Products and
Services Fund and other entities investing in its corresponding Portfolio (E.G.,
other investment companies, insurance company separate accounts and common and
commingled trust funds), if any, will each be liable for all obligations of that
Portfolio. However, the Directors of the Company believe that the risk of such
Funds' incurring financial loss because of such liability is limited to
circumstances in which both inadequate insurance existed and each of the
Portfolios itself was unable to meet its obligations, and that neither the
Financial Services Fund, Infrastructure Fund, Resources Fund and Consumer
Products and Services Fund nor their shareholders will be exposed to a material
risk of liability by reason of the Funds' investing in their corresponding
Portfolios.
    
 
   
Under Delaware law, the Financial Services Fund, Resources Fund, Infrastructure
Fund, Consumer Products and Services Fund and other entities investing in the
Portfolios enjoy the same limitations of liability extended to shareholders of
private, for-profit corporations. There is a remote possibility, however, that
under certain circumstances an investor in a Portfolio may be held liable for
the Portfolio's obligations. However, the Investment Portfolios's Declaration of
Trust disclaims shareholder liability for acts or obligations of the Portfolios
and requires that notice of such disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Portfolio or a trustee.
The Declaration of Trust also provides for indemnification from the Portfolio
property for all losses and expenses of any shareholder held personally liable
for the Portfolios' obligations. Thus the risk of an investor incurring
financial loss on account of such liability is limited to circumstances in which
the Portfolios themselves would be unable to meet their obligations and where
the other party was held not to be bound by the disclaimer.
    
 
   
Whenever the Financial Services Fund, Infrastructure Fund, Resources Fund and
Consumer Products and Services Fund is requested to vote on any proposal of its
corresponding Portfolio, such Fund will hold a meeting of such Fund's
shareholders and will cast its vote as instructed by its shareholders. Shares
for which no voting instructions are received will be voted in the same
proportion as the shares for which voting instructions are received.
    
 
SHAREHOLDER INQUIRIES. Shareholder inquiries may be made by calling the Funds
toll-free at (800) 223-2138 or by writing to the Funds at 50 California Street,
27th Floor, San Francisco, CA 94111.
 
PERFORMANCE INFORMATION. The Funds, from time to time, may include information
on their investment results and/or comparisons of their investment results to
various unmanaged indices or results of other mutual funds or groups of mutual
funds in advertisements, sales literature or reports furnished to present or
prospective shareholders.
 
In such materials, the Funds may quote their average annual total return
("Standardized Return"). Standardized Return is calculated separately for each
class of shares of each Fund. Standardized Return shows percentage rates
reflecting the average annual change in the value of an assumed investment in a
Fund at the end of one-, five- and ten-year periods, reduced by the maximum
applicable sales charge imposed on sales of Fund shares. If a one-, five- and/or
ten-year period has not yet elapsed, data will be provided as of the end of a
shorter period corresponding to the life of a Fund. Standardized Return assumes
reinvestment of all dividends and other distributions.
 
In addition, in order to more completely represent the Funds' performance or
more accurately compare such performance to other measures of investment return,
the Funds also may include in advertisements, sales literature and shareholder
reports other total return performance data ("Non-Standardized Return").
Non-Standardized Return reflects percentage rates of return encompassing all
elements of return (i.e., income and capital appreciation or depreciation) and
assumes reinvestment of all dividends and other distributions. Non-Standardized
Return may be quoted for the same or different periods as those for which
Standardized Return is quoted; it may consist of an aggregate or average annual
percentage rate of return, actual year-by-year rates or any combination thereof.
Non-Standardized Return may or may not take sales charges into account;
performance data calculated without taking the
 
                               Prospectus Page 53
<PAGE>
                             AIM GLOBAL THEME FUNDS
effect of sales charges into account will be higher than data including the
effect of such charges.
 
The Funds' performance data reflects past performance and is not necessarily
indicative of future results. The Funds' investment results will vary from time
to time depending upon market conditions, the composition of their portfolios
and their operating expenses. These factors and possible differences in
calculation methods should be considered when comparing a Fund's investment
results with those published for other investment companies, other investment
vehicles and unmanaged indices. Each Fund's results also should be considered
relative to the risks associated with its investment objective and policies. See
"Investment Results" in the Statement of Additional Information.
 
Each Fund's annual report contains additional information with respect to its
performance. The annual report is available to investors upon request and free
of charge.
 
   
YEAR 2000 COMPLIANCE PROJECT. In providing services to the Funds, AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely on internal computer
systems as well as external computer systems provided by third parties. Some of
these systems were not originally designed to distinguish between the year 1900
and the year 2000. This inability, if not corrected, could adversely affect the
services AIM, AIM Distributors, the Transfer Agent and the Sub-adviser and
others provide the Funds and their shareholders.
    
 
   
To address this important issue, AIM, AIM Distributors, the Transfer Agent and
the Sub-adviser have undertaken a comprehensive Year 2000 Compliance Project
(the "Project"). The Project consists of four phases: (i) inventorying every
software and hardware system in use at AIM, AIM Distributors, the Transfer Agent
and the Sub-adviser, as well as remote, third-party systems on which AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely; (ii) identifying
those systems that may not function properly after December 31, 1999; (iii)
correcting or replacing those systems that have been so identified; and (iv)
testing the processing of Fund data in all systems. Phase (i) has been
completed; phase (ii) is substantially completed; phase (iii) has commenced; and
phase (iv) is expected to commence during the third quarter of 1998. The Project
is scheduled to be completed by December 31, 1998. Following completion of the
Project, AIM, AIM Distributors and the Sub-adviser will review any systems
subsequently acquired to confirm that they are year 2000 compliant.
    
 
TRANSFER AGENT. Shareholder servicing, reporting and general transfer agent
functions for the Funds are performed by GT Global Investor Services, Inc. The
Transfer Agent is an affiliate of the Sub-adviser and AIM and maintains offices
at California Plaza, 2121 N. California Boulevard, Suite 450, Walnut Creek, CA
94596.
 
CUSTODIAN. State Street Bank and Trust Company, 225 Franklin Street, Boston, MA
02110, is custodian of the assets of the Theme Portfolios.
 
COUNSEL. The law firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue,
N.W., Washington, D.C. 20036-1800, acts as counsel to the Company and to the
Theme Portfolios. Kirkpatrick & Lockhart LLP also acts as counsel to the Sub-
adviser and the Transfer Agent in connection with other matters.
 
   
INDEPENDENT ACCOUNTANTS. The Theme Portfolios' independent accountants are
Coopers & Lybrand L.L.P., One Post Office Square, Boston, MA 02109. Coopers &
Lybrand L.L.P. conducts an annual audit of the Funds and Portfolios, assists in
the preparation of the Funds' and Portfolios' federal and state income tax
returns and consults with the Company and the Funds and the Portfolios as to
matters of accounting, regulatory filings, and federal and state income
taxation.
    
 
MULTIPLE TRANSLATIONS OF THE PROSPECTUS. This Prospectus may be translated into
other languages. In the event of any inconsistency or ambiguity as to the
meaning of any word or phrase contained in a translation, the English text shall
prevail.
 
                               Prospectus Page 54
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW,  INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF  INVESTING IN RELATED INDUSTRIES, PLEASE  CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
                                     [LOGO]
 
  NO  DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
  ANY INFORMATION  OR  TO  MAKE  ANY  REPRESENTATION  NOT  CONTAINED  IN  THIS
  PROSPECTUS  AND, IF GIVEN  OR MADE, SUCH  INFORMATION OR REPRESENTATION MUST
  NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY AIM INVESTMENT FUNDS,  INC.,
  AIM GLOBAL FINANCIAL SERVICES FUND, GLOBAL FINANCIAL SERVICES PORTFOLIO, AIM
  GLOBAL  INFRASTRUCTURE  FUND,  GLOBAL INFRASTRUCTURE  PORTFOLIO,  AIM GLOBAL
  RESOURCES FUND, GLOBAL RESOURCES PORTFOLIO, AIM GLOBAL CONSUMER PRODUCTS AND
  SERVICES FUND, GLOBAL CONSUMER PRODUCTS  AND SERVICES PORTFOLIO, AIM  GLOBAL
  HEALTH  CARE FUND, AIM GLOBAL TELECOMMUNICATIONS FUND, A I M ADVISORS, INC.,
  INVESCO (NY), INC.  OR A  I M DISTRIBUTORS,  INC. THIS  PROSPECTUS DOES  NOT
  CONSTITUTE  AN OFFER TO SELL OR SOLICITATION OF  ANY OFFER TO BUY ANY OF THE
  SECURITIES OFFERED HEREBY IN  ANY JURISDICTION TO ANY  PERSON TO WHOM IT  IS
  UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
    
 
   
                                                                       GTH-PRO-1
    
<PAGE>
   
                            AIM GLOBAL INCOME FUNDS
    
                           PROSPECTUS -- JUNE 1, 1998
- --------------------------------------------------------------------------------
 
   
AIM GLOBAL GOVERNMENT INCOME FUND ("GOVERNMENT INCOME FUND") seeks a high level
of current income by investing primarily in high quality U.S. and foreign
government debt securities. The Fund's secondary objectives are capital
appreciation and protection of principal through active management of its
maturity structure and currency exposure.
    
 
   
AIM STRATEGIC INCOME FUND ("STRATEGIC INCOME FUND") primarily seeks high current
income and secondarily seeks capital appreciation. The Fund allocates its assets
among debt securities of issuers in: (1) the United States; (2) developed
foreign countries; and (3) emerging markets.
    
 
   
AIM GLOBAL HIGH INCOME FUND ("HIGH INCOME FUND") primarily seeks high current
income and secondarily seeks capital appreciation by investing all of its
investable assets in the Global High Income Portfolio ("Portfolio"), which, in
turn, invests primarily in the debt securities of issuers located in emerging
markets. The Portfolio's investment objectives are identical to those of the
Fund.
    
 
There can be no assurance that any Fund or the Portfolio will achieve its
investment objectives. The investment experience of the High Income Fund will
correspond directly with the investment experience of the Portfolio.
 
FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED BY,
ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
 
   
The Funds and the Portfolio are managed by A I M Advisors, Inc. ("AIM") and are
sub-advised and sub-administered by INVESCO (NY), Inc. (the "Sub-adviser"). AIM
and the Sub-adviser and their worldwide asset management affiliates provide
investment management and/or administrative services to institutional, corporate
and individual clients around the world. AIM and the Sub-adviser are both
indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and its
subsidiaries are an independent investment management group that has a
significant presence in the institutional and retail segment of the investment
management industry in North America and Europe, and a growing presence in Asia.
    
 
The Funds are designed for long-term investors and not as trading vehicles, do
not represent a complete investment program and are not suitable for all
investors. An investment in any of the Funds involves risk factors that should
be reviewed carefully by potential investors. The Strategic Income Fund and the
Portfolio both are authorized to borrow money for investment purposes, which
would increase the volatility of their performance and involves additional
risks. See "Investment Objectives and Policies" and "Risk Factors."
 
THE STRATEGIC INCOME FUND INVESTS UP TO 50% OF ITS TOTAL ASSETS, AND THE
PORTFOLIO INVESTS UP TO 100% OF ITS TOTAL ASSETS, IN LOWER QUALITY AND UNRATED
FOREIGN GOVERNMENT BONDS WHOSE CREDIT QUALITY IS GENERALLY CONSIDERED THE
EQUIVALENT OF U.S. CORPORATE DEBT SECURITIES COMMONLY KNOWN AS "JUNK BONDS."
INVESTMENTS OF THIS TYPE ARE SUBJECT TO A GREATER RISK OF LOSS OF PRINCIPAL AND
INTEREST. PURCHASERS SHOULD CAREFULLY ASSESS THE RISKS ASSOCIATED WITH AN
INVESTMENT IN THESE FUNDS. SEE "INVESTMENT OBJECTIVES AND POLICIES" AND "RISK
FACTORS."
 
   
This Prospectus sets forth concisely information an investor should know before
investing and should be read carefully and retained for future reference. A
Statement of Additional Information, dated June 1, 1998, has been filed with the
Securities and Exchange Commission ("SEC") and, as supplemented or amended from
time to time, is incorporated herein by reference. The Statement of Additional
Information is available without charge by writing to the Funds at 50 California
Street, 27th Floor, San Francisco, CA 94111, or by calling (800) 347-4246. It is
also available, along with other related materials, on the SEC's Internet web
site (http://www.sec.gov).
    
 
   
FOR FURTHER INFORMATION, CALL (800) 824-1580 OR CONTACT YOUR FINANCIAL ADVISER.
    
 
                                     [LOGO]
 
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
 AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
   PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.      ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                               Prospectus Page 1
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                               TABLE OF CONTENTS
- ------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                              Page
                                                                                            ---------
<S>                                                                                         <C>
Prospectus Summary........................................................................          3
Financial Highlights......................................................................          7
Investment Objectives and Policies........................................................         13
Risk Factors..............................................................................         22
How to Invest.............................................................................         28
How to Make Exchanges.....................................................................         36
How to Redeem Shares......................................................................         38
Shareholder Account Manual................................................................         41
Calculation of Net Asset Value............................................................         42
Dividends, Other Distributions and Federal Income Taxation................................         43
Management................................................................................         45
Other Information.........................................................................         50
Appendix A -- Description of Debt Ratings.................................................         53
</TABLE>
    
 
                               Prospectus Page 2
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                               PROSPECTUS SUMMARY
- ------------------------------------------------------------
The following summary is qualified in its entirety by the more detailed
information appearing in the body of this Prospectus. Cross-references in the
summary are to headings in the body of this Prospectus.
 
   
<TABLE>
<S>                            <C>                                               <C>
The Funds and the Portfolio:   Each Fund is a non-diversified series of AIM Investment Funds, Inc. (the "Company"). The Portfolio is
                               a non-diversified, open-end management investment company.
 
Investment Objectives:         The Government Income Fund primarily seeks high current income and secondarily seeks capital
                               appreciation and protection of principal. The Strategic Income Fund and the High Income Fund
                               primarily seek high current income and secondarily seek capital appreciation.
 
Principal Investments:         The Government Income Fund invests primarily in high quality U.S. and foreign government debt
                               obligations.
 
                               The Strategic Income Fund allocates its assets among debt securities of issuers in: (1) the United
                               States; (2) developed foreign countries; and (3) emerging markets, and selects particular securities
                               in each sector based on their relative investment merit.
 
                               The High Income Fund invests all of its investable assets in the Portfolio, which, in turn, invests
                               primarily in debt securities of issuers located in emerging markets.
 
Principal Risk Factors:        There is no assurance that the Funds or the Portfolio will achieve their investment objectives. Each
                               Fund's net asset value will fluctuate, reflecting fluctuations in the market value of its or its
                               corresponding Portfolio's portfolio holdings. The value of debt securities held by the Government
                               Income Fund, Strategic Income Fund and Portfolio generally fluctuates inversely with interest rate
                               movements.
 
                               The Government Income Fund, Strategic Income Fund and Portfolio will invest in foreign securities.
                               Investments in foreign securities involve risks relating to political and economic developments
                               abroad and the differences between the regulations to which U.S. and foreign issuers are subject.
                               Individual foreign economies also may differ favorably or unfavorably from the U.S. economy. Changes
                               in foreign currency exchange rates will affect a Fund's or the Portfolio's net asset value, earnings
                               and gains and losses realized on sales of securities. Securities of foreign companies may be less
                               liquid and their prices more volatile than those of securities of comparable U.S. companies. The
                               Portfolio will normally invest at least 65% of its total assets in debt securities of issuers in
                               emerging markets and the Strategic Income Fund may invest in such securities. Such investments entail
                               greater risks than investing in securities of issuers in developed markets.
 
                               The Government Income Fund, Strategic Income Fund and Portfolio may engage in certain foreign
                               currency, options and futures transactions to attempt to hedge against the overall level of
                               investment and currency risk associated with its present or planned investments. Such transactions
                               involve certain risks and transaction costs.
</TABLE>
    
 
                               Prospectus Page 3
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
   
<TABLE>
<S>                            <C>                                               <C>
                               The Strategic Income Fund may invest up to 50% of its total assets, and the Portfolio may invest up
                               to 100% of its total assets, in debt securities rated below investment grade or, if not rated,
                               determined by the Sub-adviser to be of comparable quality. Investments of this type are subject to
                               greater risk of loss of principal and interest.
 
                               See "Investment Objectives and Policies" and "Risk Factors."
 
Investment Managers:           AIM and the Sub-adviser and their worldwide asset management affiliates provide investment management
                               and/or administrative services to institutional, corporate and individual clients around the world.
                               AIM and the Sub-adviser are both indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and
                               its subsidiaries are an independent investment management group that has a significant presence in
                               the institutional and retail segment of the investment management industry in North America and
                               Europe, and a growing presence in Asia. AIM was organized in 1976 and, together with its affiliates,
                               currently advises approximately 90 investment company portfolios. AIM advises the Funds and other
                               investment company portfolios which are sub-advised by the Sub-adviser ("AIM/GT Funds"). On May 29,
                               1998, AMVESCAP PLC acquired the Asset Management Division of Liechtenstein Global Trust AG, which
                               included the Sub-adviser and certain other affiliates. AIM also serves as the investment adviser to
                               other mutual funds, which are not sub-advised by the Sub-adviser, that are part of The AIM Family of
                               Funds-Registered Trademark- ("The AIM Family of Funds," and together with the AIM/GT Funds, the "AIM
                               Funds").
 
Alternative Purchase Plan:     Investors may select Class A or Class B shares, each subject to different expenses and a different
                               sales charge structure. Each class has distinct advantages and disadvantages for different investors,
                               and investors should choose the class that best suits their circumstances and objectives. See "How to
                               Invest."
 
  Class A Shares:              Offered at net asset value plus any applicable sales charge (maximum is 4.75% of public offering
                               price) and subject to 12b-1 service and distribution fees at the annualized rate of 0.35% of the
                               average daily net assets of Class A shares.
 
  Class B Shares:              Offered at net asset value with no initial sales charge (a maximum contingent deferred sales charge
                               of 5% of net asset value at the time of purchase or sale, whichever is less, is imposed on certain
                               redemptions made within six years of date of purchase) and subject to 12b-1 service and distribution
                               fees at the annualized rate of 1.00% of the average daily net assets of Class B shares.
</TABLE>
    
 
   
THE AIM FAMILY OF FUNDS, THE AIM FAMILY OF FUNDS AND DESIGN (I.E., THE AIM
LOGO), AIM AND DESIGN, AIM, AIM LINK, AIM INSTITUTIONAL FUNDS, AIMFUNDS.COM, LA
FAMILIA AIM DE FONDOS AND LA FAMILIA AIM DE FONDOS AND DESIGN ARE REGISTERED
SERVICE MARKS AND INVEST WITH DISCIPLINE AND AIM BANK CONNECTION ARE SERVICE
MARKS OF A I M MANAGEMENT GROUP INC.
    
 
                               Prospectus Page 4
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
 
   
<TABLE>
<S>                            <C>                                               <C>
Shares Available Through:      Class A and Class B shares are available through broker/dealers, banks and other financial service
                               entities ("Financial Institutions") that have entered into agreements with the Funds' distributor,
                               A I M Distributors, Inc. ("AIM Distributors"). Shares also may be acquired by sending an application
                               directly to GT Global Investor Services, Inc. (the "Transfer Agent") or through exchanges of shares
                               as described below. See "How to Invest" and "Shareholder Account Manual."
 
Exchange Privileges:           Shares may be exchanged for shares of other AIM/GT Funds. See "How to Make Exchanges" and
                               "Shareholder Account Manual."
 
Redemptions:                   Shares may be redeemed through Financial Institutions that sell shares of the Funds or the Funds'
                               Transfer Agent. See "How to Redeem Shares" and "Shareholder Account Manual."
 
Dividends and Other            Dividends are paid monthly from net investment income; other distributions are paid annually from net
  Distributions:               short term capital gain, net capital gain and net gains from foreign currency transactions, if any.
 
Reinvestment:                  Dividends and other distributions may be reinvested automatically in Fund shares of the distributing
                               class or in shares of the corresponding class of other AIM/GT Funds without a sales charge.
 
First Purchase:                $500 minimum ($100 for individual retirement accounts ("IRAs") and reduced amounts for certain other
                               retirement plans).
 
Subsequent Purchases:          $100 minimum ($25 for IRAs and reduced amounts for certain other retirement plans).
 
Net Asset Values:              Quoted daily in the financial section of most newspapers.
 
Other Features:
 
  Class A Shares:              Letter of Intent                                  Reinstatement Privilege
                               Quantity Discounts                                Systematic Withdrawal Plan
                               Right of Accumulation                             Automatic Investment Plan
                               Portfolio Rebalancing Program                     Dollar Cost Averaging Program
 
  Class B Shares:              Systematic Withdrawal Plan                        Automatic Investment Plan
                               Portfolio Rebalancing Program                     Dollar Cost Averaging Program
</TABLE>
    
 
                               Prospectus Page 5
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
 
SUMMARY OF INVESTOR COSTS. The expenses and maximum transaction costs associated
with investing in the Class A and Class B shares of the Funds are reflected in
the following tables (1):
 
<TABLE>
<CAPTION>
                                                                  GOVERNMENT     STRATEGIC INCOME    HIGH INCOME
                                                                 INCOME FUND           FUND              FUND
                                                               ----------------  ----------------  ----------------
                                                               CLASS A  CLASS B  CLASS A  CLASS B  CLASS A  CLASS B
                                                               -------  -------  -------  -------  -------  -------
<S>                                                            <C>      <C>      <C>      <C>      <C>      <C>
SHAREHOLDER TRANSACTION COSTS (2):
Maximum sales charge on purchases of shares (as a % of
 offering price).............................................   4.75%     None    4.75%     None    4.75%     None
Sales charges on reinvested distributions to shareholders....    None     None     None     None     None     None
Maximum deferred sales charge (as a % of net asset value at
 time of purchase or sale, whichever is less)................    None    5.00%     None    5.00%     None    5.00%
Redemption charges...........................................    None     None     None     None     None     None
Exchange fees................................................    None     None     None     None     None     None
 
ANNUAL FUND OPERATING EXPENSES (3):
 (AS A % OF AVERAGE NET ASSETS)
Investment management and administration fees................   0.73%    0.73%    0.73%    0.73%    0.90%    0.90%
12b-1 distribution and service fees..........................   0.35%    1.00%    0.35%    1.00%    0.35%    1.00%
Other expenses...............................................   0.43%    0.43%    0.36%    0.36%    0.33%    0.33%
                                                               -------  -------  -------  -------  -------  -------
  Total Fund Operating Expenses..............................   1.51%    2.16%    1.44%    2.09%    1.58%    2.23%
                                                               -------  -------  -------  -------  -------  -------
                                                               -------  -------  -------  -------  -------  -------
</TABLE>
 
   
HYPOTHETICAL EXAMPLE OF EFFECT OF EXPENSES (6):
    
An investor would have directly or indirectly paid the following expenses at the
end of the periods shown on a $1,000 investment in the Funds, assuming a 5%
annual return:
 
   
<TABLE>
<CAPTION>
                                                                                           ONE    THREE   FIVE     TEN
                                                                                           YEAR   YEARS   YEARS   YEARS
                                                                                           ----   -----   -----   -----
<S>                                                                                        <C>    <C>     <C>     <C>
Government Income Fund
  Class A Shares (4).....................................................................  $62     $93    $126    $220
  Class B Shares
    Assuming a complete redemption at end of period (5)..................................  $74     $101   $140    $251
    Assuming no redemption...............................................................  $22     $68    $117    $251
Strategic Income Fund
  Class A Shares (4).....................................................................  $62     $91    $123    $213
  Class B Shares
    Assuming a complete redemption at end of period (5)..................................  $73     $99    $136    $244
    Assuming no redemption...............................................................  $21     $66    $113    $244
High Income Fund
  Class A Shares (4).....................................................................  $63     $95    $130    $227
  Class B Shares
    Assuming a complete redemption at end of period (5)..................................  $74     $103   $144    $259
    Assuming no redemption...............................................................  $23     $70    $121    $259
</TABLE>
    
 
- --------------
 
   
(1) THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
    COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN A FUND. Long-term
    shareholders may pay more than the economic equivalent of the maximum
    front-end sales charge permitted by the National Association of Securities
    Dealers, Inc. rules regarding investment companies.
    
 
(2) Sales charge waivers are available for Class A and Class B shares, and
    reduced sales charge purchase plans are available for Class A shares. The
    maximum 5% contingent deferred sales charge on Class B shares applies to
    redemptions during the first year after purchase. The charge generally
    declines by 1% annually thereafter, reaching zero after six years. See "How
    to Invest."
 
   
(3) Expenses are based on the Funds' fiscal year ended October 31, 1997. "Other
    expenses" include custody, transfer agency, legal, audit and other operating
    expenses. See "Management" herein and the Statement of Additional
    Information for more information. The Funds also offer Advisor Class shares,
    which are not subject to 12b-1 distribution and service fees, to certain
    categories of investors. See "How to Invest." The Board of Directors of the
    Company believes that the aggregate per share expenses of the High Income
    Fund and its corresponding Portfolio will be less than or approximately
    equal to the expenses which the Fund would incur if the assets of that Fund
    were invested directly in the type of securities being held by the
    Portfolio.
    
 
(4) Assumes payment of maximum sales charge by the investor.
 
(5) Assumes deduction of the applicable contingent deferred sales charge.
 
   
(6) THE "HYPOTHETICAL EXAMPLE" IS NOT A REPRESENTATION OF PAST OR FUTURE
    EXPENSES. THE FUNDS' AND THE PORTFOLIO'S ACTUAL EXPENSES MAY BE MORE OR LESS
    THAN THOSE SHOWN. The tables and the assumption in the Hypothetical Example
    of a 5% annual return are required by regulation of the SEC applicable to
    all mutual funds; the 5% annual return is not a prediction of and does not
    represent the Funds' or the Portfolio's projected or actual performance.
    
 
                               Prospectus Page 6
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
 
   
The tables below provide condensed financial information concerning income and
capital changes for one Class A and Class B share of each Fund. For the period
March 29, 1988 (commencement of operations) to October 22, 1992, the Strategic
Income Fund was named G.T. Global Bond Fund and operated under different
investment objectives, policies and limitations. This information is
supplemented by the financial statements and accompanying notes appearing in the
Statement of Additional Information. The financial statements and notes for
fiscal year ended October 31, 1997 have been audited by Coopers & Lybrand
L.L.P., independent accountants, whose report thereon also is included in the
Statement of Additional Information.
    
 
   
                             GOVERNMENT INCOME FUND
                  (FORMERLY GT GLOBAL GOVERNMENT INCOME FUND)
    
 
<TABLE>
<CAPTION>
                                                                        CLASS A+
                                ----------------------------------------------------------------------------------------
                                                                  YEAR ENDED OCT. 31,
                                ----------------------------------------------------------------------------------------
                                  1997      1996    1995(c)   1994(c)     1993(c)       1992        1991         1990
                                --------  --------  --------  --------    --------    --------    --------    ----------
<S>                             <C>       <C>       <C>       <C>         <C>         <C>         <C>         <C>
Per Share Operating
 Performance:
Net asset value, beginning of
 period.......................  $   8.74  $   8.81  $   8.63  $  11.07    $   9.83    $  10.29    $  10.46    $    10.45
                                --------  --------  --------  --------    --------    --------    --------    ----------
Income from investment
 operations:
  Net investment income.......      0.52      0.57      0.62      0.65        0.74        0.92        0.99          1.18
  Net realized and unrealized
   gain (loss) on
   investments................     (0.13)     0.03      0.15     (1.52)       1.34       (0.31)      (0.07)        (0.02)
                                --------  --------  --------  --------    --------    --------    --------    ----------
    Net increase (decrease)
     resulting from investment
     operations...............      0.39      0.60      0.77     (0.87)       2.08        0.61        0.92          1.16
                                --------  --------  --------  --------    --------    --------    --------    ----------
Distributions:
  From net investment
   income.....................     (0.31)    (0.57)    (0.59)    (0.65)      (0.74)      (0.83)      (1.00)        (1.15)
  From net realized gain on
   investments................        --     (0.10)       --     (0.27)         --       (0.13)      (0.09)           --
  In excess of net investment
   income.....................     (0.20)       --        --        --          --          --          --            --
  In excess of net realized
   gain on investments........        --        --        --     (0.55)         --          --          --            --
  Return of capital...........        --        --        --     (0.10)         --          --          --            --
  From sources other than net
   investment income..........        --        --        --        --       (0.10)      (0.11)         --            --
                                --------  --------  --------  --------    --------    --------    --------    ----------
    Total distributions.......     (0.51)    (0.67)    (0.59)    (1.57)      (0.84)      (1.07)      (1.09)        (1.15)
                                --------  --------  --------  --------    --------    --------    --------    ----------
Net asset value, end of
 period.......................  $   8.62  $   8.74  $   8.81  $   8.63    $  11.07    $   9.83    $  10.29    $    10.46
                                --------  --------  --------  --------    --------    --------    --------    ----------
                                --------  --------  --------  --------    --------    --------    --------    ----------
Total investment return (d)...     4.78%     7.11%     9.22%   (8.87)%       21.9%        6.3%        9.4%         11.9%
                                --------  --------  --------  --------    --------    --------    --------    ----------
                                --------  --------  --------  --------    --------    --------    --------    ----------
Ratios and supplemental data:
Net assets, end of period (in
 000's).......................  $154,272  $240,945  $385,404  $502,094    $708,301    $623,387    $399,200    $  259,726
Ratio of net investment income
 to average net assets........     6.04%     6.52%     6.98%     6.87%        7.1%        9.0%        9.5%         11.4%
Ratio of expenses to average
 net assets:
  With expense reductions.....     1.34%     1.34%     1.35%     1.33%        1.4%        1.6%        1.6%          1.8%
  Without expense
   reductions.................     1.51%     1.39%     1.38%       N/A         N/A         N/A         N/A           N/A
Portfolio turnover rate +++...      241%      268%      385%      625%        495%        351%        326%          334%
</TABLE>
 
- ------------------
 
+   All capital shares issued and outstanding as of October 21, 1992 were
    reclassified as Class A shares.
 
+++ Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.
 
*   Net of $0.01 per share of Fund operating expenses reimbursed by the
    Sub-adviser.
 
(a) Not annualized.
(b) Annualized.
 
(c) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
(d) Total investment return does not include sales charges.
 
N/A Not Applicable.
 
                               Prospectus Page 7
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                             GOVERNMENT INCOME FUND
                                  (CONTINUED)
 
<TABLE>
<CAPTION>
                                               CLASS A+
                                      --------------------------                               CLASS B++
                                                 MARCH 29, 1988        ----------------------------------------------------------
                                        YEAR       (COMMENCE-                                                            OCT. 22,
                                       ENDED        MENT OF                          YEAR ENDED OCT. 31,                 1992 TO
                                      OCT. 31,   OPERATIONS) TO        ------------------------------------------------  OCT. 31,
                                        1989     OCT. 31, 1988         1997(c)     1996    1995(c)   1994(c)   1993(c)     1992
                                      --------  ----------------       --------  --------  --------  --------  --------  --------
<S>                                   <C>       <C>                    <C>       <C>       <C>       <C>       <C>       <C>
Per Share Operating Performance:
Net asset value, beginning of
 period.............................  $  10.86         $  11.43        $   8.74  $   8.80  $   8.64  $  11.07  $   9.83  $   9.87
                                      --------  ----------------       --------  --------  --------  --------  --------  --------
Income from investment operations:
  Net investment income.............      1.15             0.49*           0.46      0.51      0.55      0.59      0.67      0.02
  Net realized and unrealized gain
   (loss) on investments............     (0.35)           (0.44)          (0.12)     0.04      0.14     (1.52)     1.34     (0.06)
                                      --------  ----------------       --------  --------  --------  --------  --------  --------
    Net increase (decrease)
     resulting from investment
     operations.....................      0.80             0.05            0.34      0.55      0.69     (0.93)     2.01     (0.04)
                                      --------  ----------------       --------  --------  --------  --------  --------  --------
Distributions:
  From net investment income........     (1.20)           (0.49)          (0.28)    (0.51)    (0.53)    (0.59)    (0.67)       --
  From net realized gain on
   investments......................        --            (0.12)             --     (0.10)       --     (0.27)       --        --
  In excess of net investment
   income...........................        --               --           (0.18)       --        --        --        --        --
  In excess of net realized gain on
   investments......................        --               --              --        --        --     (0.54)       --        --
  Return of capital.................        --               --              --        --        --     (0.10)       --        --
  From sources other than net
   investment income................     (0.01)           (0.01)             --        --        --        --     (0.10)       --
                                      --------  ----------------       --------  --------  --------  --------  --------  --------
    Total distributions.............     (1.21)           (0.62)          (0.46)    (0.61)    (0.53)    (1.50)    (0.77)       --
                                      --------  ----------------       --------  --------  --------  --------  --------  --------
Net asset value, end of period......  $  10.45         $  10.86        $   8.62  $   8.74  $   8.80  $   8.64  $  11.07  $   9.83
                                      --------  ----------------       --------  --------  --------  --------  --------  --------
                                      --------  ----------------       --------  --------  --------  --------  --------  --------
Total investment return (d).........      7.2%             1.1%(a)        4.00%     6.54%     8.22%   (9.39)%     21.1%    (0.4)%(a)
                                      --------  ----------------       --------  --------  --------  --------  --------  --------
                                      --------  ----------------       --------  --------  --------  --------  --------  --------
Ratios and supplemental data:
Net assets, end of period (in
 000's).............................  $122,526         $ 57,063        $127,722  $166,577  $235,481  $262,405  $182,972  $  2,624
Ratio of net investment income to
 average net assets.................     10.7%            7.41%(b)*       5.39%     5.87%     6.33%     6.22%      6.5%      8.0%(b)
Ratio of expenses to average net
 assets:
  With expense reductions...........      1.7%            1.80%(b)*       1.99%     1.99%     2.00%     1.98%      2.0%      1.9%(b)
  Without expense reductions........       N/A              N/A           2.16%     2.04%     2.03%       N/A       N/A       N/A
Portfolio turnover rate +++.........      413%             291%(b)         241%      268%      385%      625%      495%      351%
</TABLE>
 
- ------------------
 
+   All capital shares issued and outstanding as of October 21, 1992 were
    reclassified as Class A shares.
 
++  Commencing October 22, 1992, the Fund began offering Class B shares.
 
+++ Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.
 
*   Net of $0.01 per share of Fund operating expenses reimbursed by the
    Sub-adviser.
 
(a) Not annualized.
 
(b) Annualized.
 
(c) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
(d) Total investment return does not include sales charges.
 
N/A Not Applicable.
 
                         ------------------------------
 
<TABLE>
<CAPTION>
                                                    AVERAGE MONTHLY        AVERAGE MONTHLY        AVERAGE AMOUNT
                                 AMOUNT OF DEBT     AMOUNT OF DEBT      NUMBER OF REGISTRANT'S      OF DEBT PER
                                 OUTSTANDING AT       OUTSTANDING         SHARES OUTSTANDING       SHARE DURING
YEAR ENDED                       END OF PERIOD     DURING THE PERIOD      DURING THE PERIOD         THE PERIOD
- ------------------------------  ----------------  -------------------  ------------------------  -----------------
<S>                             <C>               <C>                  <C>                       <C>
October 31, 1997..............    $  4,451,000       $   1,616,315              38,476,908           $  0.0420
</TABLE>
 
                               Prospectus Page 8
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
                             STRATEGIC INCOME FUND
                   (FORMERLY GT GLOBAL STRATEGIC INCOME FUND)
    
 
<TABLE>
<CAPTION>
                                                                       CLASS A+
                                --------------------------------------------------------------------------------------
                                                                 YEAR ENDED OCT. 31,
                                --------------------------------------------------------------------------------------
                                  1997      1996    1995(c)     1994      1993(c)      1992       1991         1990
                                --------  --------  --------  --------    --------    -------    -------    ----------
<S>                             <C>       <C>       <C>       <C>         <C>         <C>        <C>        <C>
Per Share Operating
 Performance:
Net asset value, beginning of
 period.......................  $  11.76  $  10.32  $  10.88  $  13.61    $  11.25    $ 10.91    $ 11.20    $    11.17
                                --------  --------  --------  --------    --------    -------    -------    ----------
Income from investment
 operations:
  Net investment income.......      0.74      0.89      0.97      0.79        0.96       0.86       0.84*         1.04*
  Net realized and unrealized
   gain (loss) on
   investments................      0.34      1.44     (0.69)    (2.14)       2.85       0.31      (0.02)        (0.17)
                                --------  --------  --------  --------    --------    -------    -------    ----------
    Net increase (decrease)
     from investment
     operations...............      1.08      2.33      0.28     (1.35)       3.81       1.17       0.82          0.87
                                --------  --------  --------  --------    --------    -------    -------    ----------
Distributions:
  From net investment
   income.....................     (0.78)    (0.82)    (0.80)    (0.79)      (0.96)     (0.83)     (0.60)        (0.84)
  From net realized gain on
   investments................        --        --        --     (0.38)      (0.37)        --      (0.51)           --
  In excess of net investment
   income.....................     (0.06)    (0.07)       --        --          --         --         --            --
  Return of capital...........        --        --     (0.04)    (0.21)         --         --         --            --
  From sources other than net
   investment income..........        --        --        --        --       (0.12)        --         --            --
                                --------  --------  --------  --------    --------    -------    -------    ----------
    Total distributions.......     (0.84)    (0.89)    (0.84)    (1.38)      (1.45)     (0.83)     (1.11)        (0.84)
                                --------  --------  --------  --------    --------    -------    -------    ----------
Net asset value, end of
 period.......................  $  12.00  $  11.76  $  10.32  $  10.88    $  13.61    $ 11.25    $ 10.91    $    11.20
                                --------  --------  --------  --------    --------    -------    -------    ----------
                                --------  --------  --------  --------    --------    -------    -------    ----------
Total investment return (d)...     9.40%    23.00%     3.06%  (10.44)%       37.0%      11.1%       7.7%          8.3%
                                --------  --------  --------  --------    --------    -------    -------    ----------
                                --------  --------  --------  --------    --------    -------    -------    ----------
 
Ratios and supplemental data:
Net assets, end of period (in
 000's).......................  $138,715  $185,126  $188,165  $275,241    $287,870    $83,849    $55,967    $   44,545
Ratio of net investment income
 to average net assets........     6.18%     8.09%     9.64%     6.74%        7.2%       7.6%       7.2%*         9.6%*
Ratio of expenses to average
 net assets:
  With expense reductions.....     1.35%     1.38%     1.42%     1.40%        1.7%       1.8%       1.9%*         1.9%*
  Without expense
   reductions.................     1.44%     1.40%     1.45%       N/A         N/A        N/A        N/A           N/A
Ratio of interest expenses to
 average net assets...........       N/A       N/A       N/A     0.10%         N/A        N/A        N/A           N/A
Portfolio turnover rate +++...      149%      177%      238%      583%        310%       418%       630%          501%
</TABLE>
 
- ------------------
 
+   All capital shares issued and outstanding as of October 21, 1992 were
    reclassified as Class A shares.
 
+++ Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.
 
*   Includes reimbursement by the Sub-adviser of Fund operating expenses of
    $0.01, $0.04, $0.02 and 0.05 for the year ended October 31, 1991, 1990, 1989
    and 1988, respectively. Without such reimbursements, the expense ratios
    would have been 1.92%, 2.20%, 2.02% and 2.42% and the ratio of net
    investment income to average net assets would have been 7.16%, 9.26%, 7.56%
    and 6.42% for the year ended October 31, 1991, 1990, 1989 and 1988,
    respectively.
 
(a) Not annualized.
 
(b) Ratios are not meaningful due to short period of operation of Class B
    shares.
 
(c) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
(d) Total investment return does not include sales charges.
 
(e) Annualized.
 
N/A Not Applicable.
 
                               Prospectus Page 9
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                             STRATEGIC INCOME FUND
                                  (CONTINUED)
 
<TABLE>
<CAPTION>
                                               CLASS A+
                                      --------------------------
                                                      MARCH 29,
                                                        1988                                 CLASS B++
                                                     (COMMENCE-    --------------------------------------------------------------
                                        YEAR           MENT OF                                                         OCT. 22,
                                       ENDED         OPERATIONS)                 YEAR ENDED OCT. 31,                   1992 TO
                                      OCT. 31,       TO OCT. 31,   ------------------------------------------------    OCT. 31,
                                        1989            1988         1997      1996    1995(c)   1994(c)   1993(c)       1992
                                      --------       -----------   --------  --------  --------  --------  --------  ------------
<S>                                   <C>            <C>           <C>       <C>       <C>       <C>       <C>       <C>
Per Share Operating Performance:
Net asset value, beginning of
 period.............................  $  11.25          $ 11.43    $  11.77  $  10.33  $  10.88  $  13.60  $  11.24       $11.36
                                      --------       -----------   --------  --------  --------  --------  --------  ------------
Income from investment operations:
  Net investment income.............      0.82*            0.45*       0.67      0.82      0.91      0.73      0.89         0.01
  Net realized and unrealized gain
   (loss) on investments............     (0.10)           (0.24)       0.33      1.44     (0.69)    (2.14)     2.85        (0.13)
                                      --------       -----------   --------  --------  --------  --------  --------  ------------
    Net increase (decrease) from
     investment operations..........      0.72             0.21        1.00      2.26      0.22     (1.41)     3.74        (0.12)
                                      --------       -----------   --------  --------  --------  --------  --------  ------------
Distributions:
  From net investment income........     (0.80)           (0.39)      (0.71)    (0.75)    (0.73)    (0.72)    (0.89)          --
  From net realized gain on
   investments......................        --               --          --        --        --     (0.38)    (0.37)          --
  In excess of net investment
   income...........................        --               --       (0.05)    (0.07)       --        --        --           --
  Return of capital.................        --               --          --        --     (0.04)    (0.21)       --           --
  From sources other than net
   investment income................        --               --          --        --        --        --     (0.12)          --
                                      --------       -----------   --------  --------  --------  --------  --------  ------------
    Total distributions.............     (0.80)           (0.39)      (0.76)    (0.82)    (0.77)    (1.31)    (1.38)          --
                                      --------       -----------   --------  --------  --------  --------  --------  ------------
Net asset value, end of period......  $  11.17          $ 11.25    $  12.01  $  11.77  $  10.33  $  10.88  $  13.60       $11.24
                                      --------       -----------   --------  --------  --------  --------  --------  ------------
                                      --------       -----------   --------  --------  --------  --------  --------  ------------
Total investment return (d).........      6.8%             1.2%(a)    8.70%    22.15%     2.48%  (11.02)%     36.2%       (1.1)%(a)
                                      --------       -----------   --------  --------  --------  --------  --------  ------------
                                      --------       -----------   --------  --------  --------  --------  --------  ------------
 
Ratios and supplemental data:
Net assets, end of period (in
 000's).............................  $ 37,820          $21,830    $281,376  $338,178  $357,852  $458,550  $310,431       $  533
Ratio of net investment income to
 average net assets.................      7.7%*            7.2%*(e)    5.53%    7.44%     8.99%     6.09%      6.5%          N/A(b)
Ratio of expenses to average net
 assets:
  With expense reductions...........      1.8%*            1.7%*(e)    2.00%    2.03%     2.07%     2.05%      2.4%          N/A(b)
  Without expense reductions........       N/A              N/A       2.09%     2.05%     2.10%       N/A       N/A          N/A
Ratio of interest expenses to
 average net assets.................       N/A              N/A         N/A       N/A       N/A     0.10%       N/A          N/A
Portfolio turnover rate +++.........      385%             340%(e)     149%      177%      238%      583%      310%         418%
</TABLE>
 
- ------------------
 
+   All capital shares issued and outstanding as of October 21, 1992 were
    reclassified as Class A shares.
 
++  Commencing October 22, 1992, the Fund began offering Class B shares.
 
+++ Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.
 
*   Includes reimbursement by the Sub-adviser of Fund operating expenses of
    $0.01, $0.04, $0.02 and 0.05 for the year ended October 31, 1991, 1990, 1989
    and 1988, respectively. Without such reimbursements, the expense ratios
    would have been 1.92%, 2.20%, 2.02% and 2.42% and the ratio of net
    investment income to average net assets would have been 7.16%, 9.26%, 7.56%
    and 6.42% for the year ended October 31, 1991, 1990, 1989 and 1988,
    respectively.
 
(a) Not annualized.
 
(b) Ratios are not meaningful due to short period of operation of Class B
    shares.
 
(c) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
(d) Total investment return does not include sales charges.
 
(e) Annualized.
 
N/A Not Applicable.
 
                         ------------------------------
 
<TABLE>
<CAPTION>
                                                    AVERAGE MONTHLY        AVERAGE MONTHLY        AVERAGE AMOUNT
                                 AMOUNT OF DEBT     AMOUNT OF DEBT      NUMBER OF REGISTRANT'S      OF DEBT PER
                                 OUTSTANDING AT       OUTSTANDING         SHARES OUTSTANDING       SHARE DURING
YEAR ENDED                       END OF PERIOD     DURING THE PERIOD      DURING THE PERIOD         THE PERIOD
- ------------------------------  ----------------  -------------------  ------------------------  -----------------
<S>                             <C>               <C>                  <C>                       <C>
October 31, 1997..............         --            $   3,575,910              39,263,038           $  0.0911
</TABLE>
 
                               Prospectus Page 10
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
                                HIGH INCOME FUND
                     (FORMERLY GT GLOBAL HIGH INCOME FUND)
    
 
<TABLE>
<CAPTION>
                                                                                        CLASS A
                                                          --------------------------------------------------------------------
                                                                                                              OCT. 22, 1992
                                                                        YEAR ENDED OCT. 31,                   (COMMENCEMENT
                                                          ------------------------------------------------  OF OPERATIONS) TO
                                                          1997(c)   1996(c)     1995    1994(c)   1993(c)     OCT. 31, 1992
                                                          --------  --------  --------  --------  --------  ------------------
<S>                                                       <C>       <C>       <C>       <C>       <C>       <C>
Per Share Operating Performance:
Net asset value, beginning of period....................  $  14.85  $  11.70  $  12.56  $  14.92  $  11.43          $11.43
                                                          --------  --------  --------  --------  --------         -------
Income from investment operations:
  Net investment income.................................      1.19      1.27      1.35      0.94      0.78              --
  Net realized and unrealized gain (loss) on
   investments..........................................      0.93      3.09     (1.09)    (1.87)     3.92              --
                                                          --------  --------  --------  --------  --------         -------
    Net increase (decrease) from investment
     operations.........................................      2.12      4.36      0.26     (0.93)     4.70              --
                                                          --------  --------  --------  --------  --------         -------
Distributions:
  From net investment income............................     (1.18)    (1.11)    (1.03)    (0.94)    (0.78)             --
  From net realized gain on investments.................     (0.23)    (0.10)    (0.03)    (0.27)       --              --
  In excess of net realized gain on investments.........        --        --        --     (0.22)       --              --
  From sources other than net investment income.........        --        --        --        --     (0.43)             --
  Return of capital.....................................        --        --     (0.06)       --        --              --
                                                          --------  --------  --------  --------  --------         -------
    Total distributions.................................     (1.41)    (1.21)    (1.12)    (1.43)    (1.21)             --
                                                          --------  --------  --------  --------  --------         -------
Net asset value, end of period..........................  $  15.56  $  14.85  $  11.70  $  12.56  $  14.92          $11.43
                                                          --------  --------  --------  --------  --------         -------
                                                          --------  --------  --------  --------  --------         -------
Total investment return (e).............................    14.46%    39.05%     2.81%   (6.45)%     43.6%             --%(b)
                                                          --------  --------  --------  --------  --------         -------
                                                          --------  --------  --------  --------  --------         -------
 
Ratios and supplemental data:
Net assets, end of period (in 000's)....................  $133,973  $178,318  $142,002  $167,974  $143,171          $  207
Ratio of net investment income (loss) to average net
  assets................................................     7.39%     9.52%    11.85%     7.00%      6.4%             N/A(d)
Ratio of expenses to average net assets:
With expense reductions.................................     1.53%     1.69%     1.75%     1.57%     2.20%             N/A(d)
Without expense reductions..............................     1.58%     1.69%     1.75%     1.57%     2.20%             N/A(d)
Ratio of interest expense to average net assets.........       N/A     0.04%       N/A     0.22%       N/A             N/A
Portfolio turnover rate (f).............................      214%      290%      213%      178%      195%             --%
</TABLE>
 
- ------------------
 
(a) Annualized.
 
(b) Not annualized.
 
(c) These selected per share data were calculated based upon average shares
    during the year.
 
(d) Ratios are not meaningful due to short period of operation.
 
(e) Total investment return does not include sales charges.
 
(f) The Fund invests only in the Portfolio and does not engage in securities
    transactions. Accordingly, the portfolio turnover rates presented are for
    the Portfolio.
 
N/A Not Applicable.
 
                               Prospectus Page 11
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                                HIGH INCOME FUND
                                  (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                                        CLASS B
                                                          --------------------------------------------------------------------
                                                                                                              OCT. 22, 1992
                                                                        YEAR ENDED OCT. 31,                   (COMMENCEMENT
                                                          ------------------------------------------------  OF OPERATIONS) TO
                                                          1997 (c)  1996 (c)    1995    1994 (c)  1993 (c)    OCT. 31, 1992
                                                          --------  --------  --------  --------  --------  ------------------
<S>                                                       <C>       <C>       <C>       <C>       <C>       <C>
Per Share Operating Performance:
Net asset value, beginning of period....................  $  14.83  $  11.69  $  12.56  $  14.90  $  11.43          $11.43
                                                          --------  --------  --------  --------  --------         -------
Income from investment operations:
  Net investment income.................................      1.09      1.17      1.27      0.86      0.70              --
  Net realized and unrealized gain (loss) on
   investments..........................................      0.93      3.09     (1.09)    (1.85)     3.90              --
                                                          --------  --------  --------  --------  --------         -------
    Net increase (decrease) from investment
     operations.........................................      2.02      4.26      0.18     (0.99)     4.60              --
                                                          --------  --------  --------  --------  --------         -------
Distributions:
  From net investment income............................     (1.08)    (1.03)    (0.96)    (0.86)    (0.70)             --
  From net realized gain on investments.................     (0.23)    (0.09)    (0.03)    (0.27)       --              --
  In excess of net realized gain on investments.........        --        --        --     (0.22)       --              --
  From sources other than net investment income.........        --        --        --        --     (0.43)             --
  Return of capital.....................................        --        --     (0.06)       --        --              --
                                                          --------  --------  --------  --------  --------         -------
    Total distributions.................................     (1.31)    (1.12)    (1.05)    (1.35)    (1.13)             --
                                                          --------  --------  --------  --------  --------         -------
Net asset value, end of period..........................  $  15.54  $  14.83  $  11.69  $  12.56  $  14.90          $11.43
                                                          --------  --------  --------  --------  --------         -------
                                                          --------  --------  --------  --------  --------         -------
Total investment return (e).............................    13.77%    38.16%     2.07%   (6.99)%     42.6%             --%(b)
                                                          --------  --------  --------  --------  --------         -------
                                                          --------  --------  --------  --------  --------         -------
 
Ratios and supplemental data:
Net assets, end of period (in 000's)....................  $228,101  $251,002  $214,897  $232,423  $127,035          $   53
Ratio of net investment income (loss) to average net
 assets.................................................     6.74%     8.87%    11.20%     6.35%      5.8%             N/A(d)
Ratio of expenses to average net assets:
With expense reductions.................................     2.18%     2.34%     2.40%     2.22%      2.8%             N/A(d)
Without expense reductions..............................     2.23%     2.34%     2.40%     2.22%      2.8%             N/A(d)
Ratio of interest expense to average net assets.........       N/A     0.04%       N/A     0.22%       N/A             N/A
Portfolio turnover rate (f).............................      214%      290%       --%       --%       --%             --%
</TABLE>
 
- ------------------
 
(a) Annualized.
 
(b) Not annualized.
 
(c) These selected per share data were calculated based upon average shares
    during the year.
 
(d) Ratios are not meaningful due to short period of operation.
 
(e) Total investment return does not include sales charges.
 
(f)  The Fund invests only in the Portfolio and does not engage in securities
     transactions. Accordingly, the portfolio turnover rates presented are for
     the Portfolio.
 
N/A Not Applicable.
 
                       ----------------------------------
 
<TABLE>
<CAPTION>
                                                    AVERAGE MONTHLY        AVERAGE MONTHLY        AVERAGE AMOUNT
                                 AMOUNT OF DEBT     AMOUNT OF DEBT      NUMBER OF REGISTRANT'S      OF DEBT PER
                                 OUTSTANDING AT       OUTSTANDING         SHARES OUTSTANDING       SHARE DURING
YEAR ENDED                       END OF PERIOD     DURING THE PERIOD      DURING THE PERIOD         THE PERIOD
- ------------------------------  ----------------  -------------------  ------------------------  -----------------
<S>                             <C>               <C>                  <C>                       <C>
October 31, 1997..............         --           $     2,526,057             28,093,475           $  0.0899
October 31, 1996..............         --                 2,431,693             30,732,727              0.0791
October 31, 1995..............         --                        --                     --                  --
October 31, 1994..............         --                14,109,589             26,707,829              0.5283
</TABLE>
 
                               Prospectus Page 12
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                             INVESTMENT OBJECTIVES
                                  AND POLICIES
 
- --------------------------------------------------------------------------------
 
GOVERNMENT INCOME FUND
The Government Income Fund seeks a high level of current income by investing
primarily in high quality debt securities of the U.S. and foreign governments,
their agencies and instrumentalities. Its secondary objectives are capital
appreciation and protection of principal through active management of its
maturity structure and currency exposure.
 
At least 65% of the Fund's total assets normally are invested in debt
obligations issued or guaranteed by the U.S. or foreign governments (including
foreign states, provinces or municipalities) or their agencies, authorities or
instrumentalities including mortgage-backed securities issued by agencies or
instrumentalities of the U.S. Government or by foreign governments. For purposes
of this policy, the Fund considers debt obligations of supranational entities
organized or supported by several national governments, such as the World Bank
and the Asian Development Bank, to be "government securities."
 
The Fund invests primarily in high quality government debt securities. "High
quality" debt securities are those rated in the top two ratings categories of
Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's, a division of
The McGraw-Hill Companies, Inc. ("S&P"), or, if not rated, determined to be of
comparable quality by the Sub-adviser. A description of Moody's and S&P ratings
is included in the Appendix to this Prospectus.
 
The Fund currently contemplates that it will invest principally in obligations
of the United States, Canada, Japan, the Western European nations, New Zealand
and Australia, as well as in multinational currency units. Under normal market
conditions, the Fund invests in issues of not less than three different
countries; investments in the securities of any one country, other than the
United States, normally represent no more than 40% of the Fund's total assets.
The Fund will not invest in a foreign currency or in securities denominated in a
foreign currency if such currency is not at the time of investment considered by
the Sub-adviser to be fully exchangeable into U.S. dollars (or a multinational
currency unit) without legal restriction.
 
The Fund may also invest up to 35% of its total assets in: (1) foreign
government securities that are not high quality but are rated at least
"investment grade," i.e., rated within the four highest ratings categories of
Moody's or S&P or, if not rated, determined by the Sub-adviser to be of
comparable quality; (2) corporate debt obligations of U.S. or foreign issuers
rated at least investment grade by Moody's or S&P, including debt obligations
convertible into equity securities or having attached warrants or rights to
purchase equity securities; (3) privately issued mortgage-backed and asset-
backed securities that are rated at least investment grade by Moody's or S&P, or
if unrated, determined by the Sub-adviser to be of comparable quality; and (4)
common stocks, preferred stocks and warrants to acquire such securities,
provided that the Fund will not invest more than 20% of its total assets in such
securities.
 
STRATEGIC INCOME FUND
The Strategic Income Fund primarily seeks high current income and secondarily
seeks capital appreciation.
 
The Fund invests in debt securities of issuers in: (1) the United States; (2)
developed foreign countries; and (3) emerging markets. The Fund selects debt
securities from those issued by governments, their agencies and
instrumentalities; central banks; and commercial banks and other corporate
entities. Debt securities in which the Fund may invest include bonds, notes,
debentures, and other similar instruments including mortgage-backed and
asset-backed securities of foreign issuers as well as domestic issuers. The Fund
normally invests at least 50% of its net assets in U.S. and foreign debt and
other fixed income securities that, at the time of purchase, are rated at least
investment grade by Moody's or S&P or, if not rated, determined by the
Sub-adviser to be of comparable quality. No more than 50% of the Fund's total
assets may be invested in securities rated below investment grade. Such
securities involve a high degree of risk and are predominantly speculative. They
are the equivalent of high yield, high risk bonds, commonly known as "junk
bonds." The Fund may also invest in securities that are in default as to payment
of principal and/or interest.
 
The Fund's investments in emerging market securities may consist substantially
of Brady Bonds (see "General Policies -- Brady Bonds," below) and other
sovereign debt securities issued by emerging market governments that are traded
in the
 
                               Prospectus Page 13
<PAGE>
                            AIM GLOBAL INCOME FUNDS
markets of developed countries or groups of developed countries. The Sub-adviser
may invest in debt securities of emerging market issuers that it determines to
be suitable investments for the Fund without regard to ratings. Currently, the
substantial majority of emerging market debt securities are considered to have a
credit quality below investment grade. The Fund also may invest in below-
investment grade debt securities of corporate issuers in the United States and
in developed foreign countries, subject to the overall 50% limitation.
 
HIGH INCOME FUND
The High Income Fund primarily seeks high current income, and secondarily seeks
capital appreciation. It seeks its objectives by investing all of its investable
assets in the Portfolio, which in turn seeks the same objectives as the Fund by
normally investing at least 65% of its total assets in debt securities of
issuers in emerging markets.
 
The Portfolio intends to invest in the following types of debt securities:
bonds, notes and debentures of emerging market governments; securities issued or
guaranteed by such governments' agencies or instrumentalities; securities issued
or guaranteed by the central banks of emerging market countries; and securities
issued by other banks and companies in such countries and securities denominated
in or indexed to the currencies of emerging markets. Under current market
conditions, the Portfolio expects its investments in emerging market securities
to consist substantially of Brady Bonds (see "General Policies -- Brady Bonds,"
below) and other sovereign debt securities.
 
The Portfolio may also invest up to 35% of its total assets in (1) equity
securities of issuers in emerging markets included in the list below under the
caption "Emerging Markets"; (2) equity and debt securities of issuers in
developed countries, including the United States; (3) securities of issuers in
emerging markets not included in the emerging markets list, if investing therein
becomes feasible and desirable subsequent to the date of this Prospectus; and
(4) cash and money market instruments. In evaluating investments in securities
of issuers in developed markets, the Sub-adviser will consider, among other
things, the business activities of the issuer in emerging markets and the impact
that developments in emerging markets are likely to have on the issuer's
financial condition.
 
Under normal circumstances, substantially all of the Portfolio's assets will be
invested in debt securities of both governmental and corporate issuers in
emerging markets. Emerging markets debt securities generally are considered to
have a credit quality below investment grade, as defined above. Lower quality
securities involve a high degree of risk and are predominantly speculative.
These debt securities are the equivalent of high yield, high risk bonds,
commonly known as "junk bonds." See "Risk Factors." Many emerging market debt
securities are not rated by U.S. ratings agencies such as Moody's and S&P. The
Portfolio's ability to achieve its investment objectives is thus more dependent
on the Sub-adviser's credit analysis. The Portfolio may invest in securities
that are in default as to payment of principal and/or interest.
 
OTHER INFORMATION REGARDING THE PORTFOLIO. As previously described, investors
should be aware that the High Income Fund, unlike mutual funds that directly
acquire and manage their own portfolios of securities, seeks to achieve its
investment objectives by investing all of its investable assets in the
Portfolio, which is a separate investment company. Because the Fund will invest
only in the Portfolio, the Fund's shareholders will acquire only an indirect
interest in the investments of the Portfolio.
 
   
The High Income Fund may redeem its investment from the Portfolio at any time,
if the Board of Directors of the Company determines that it is in the best
interests of the Fund and its shareholders to do so. A change in the Portfolio's
investment objectives, policies or limitations that is not approved by the Board
or the shareholders of the High Income Fund could require the Fund to redeem its
interest in the Portfolio. Any such redemption could result in a distribution in
kind of portfolio securities (as opposed to a cash distribution) by the
Portfolio. In addition, a distribution in kind could result in a less
diversified portfolio of investments for the Fund and could adversely affect its
liquidity. Upon redemption, the Board would consider what action might be taken,
including the investment of all the investable assets of the Fund in another
pooled investment entity having substantially the same investment objectives as
the Fund or the retention by the Fund of its own investment adviser to manage
its assets in accordance with its investment objectives, policies and
limitations discussed herein.
    
 
In addition to selling an interest therein to the Fund, the Portfolio may sell
interests therein to other non-affiliated investment companies and/or other
institutional investors. All institutional investors in the Portfolio will pay a
proportionate share of the Portfolio's expenses and will invest in the Portfolio
on the same terms and conditions. However, if another investment company invests
any or all of its assets in the Portfolio, it would not be required to sell its
shares at the same public offering price as the Fund and may charge different
sales commissions. Therefore, investors in the Fund may
 
                               Prospectus Page 14
<PAGE>
                            AIM GLOBAL INCOME FUNDS
experience different returns than investors in another investment company that
invests exclusively in the Portfolio. As of the date of this Prospectus, the
High Income Fund is the only institutional investor in the Portfolio.
 
Investors in the Fund should be aware that the Funds' investment in the
Portfolio may be materially affected by the actions of other large investors, if
any, in the Portfolio. For example, as with all open-end investment companies,
if a large investor were to redeem its interest in the Portfolio, (1) the
Portfolio's remaining investors could experience higher pro rata operating
expenses, thereby producing lower returns and (2) the Portfolio's security
holdings may become less diverse, resulting in increased risk. Institutional
investors in the Portfolio that have a greater pro rata ownership interest in
the Portfolio than the Fund could have effective voting control over the
operation of the Portfolio.
 
                                GENERAL POLICIES
 
ASSET ALLOCATION. The Government Income Fund, the Strategic Income Fund and the
Portfolio each invests in debt obligations allocated among diverse markets and
denominated in various currencies, including U.S. dollars, or in multinational
currency units such as European Currency Units. The Funds are designed for
investors who wish to accept the risks entailed in such investments, which are
different from those associated with a portfolio consisting entirely of
securities of U.S. issuers denominated in U.S. dollars. The Government Income
Fund, the Strategic Income Fund and the Portfolio may purchase securities that
are issued by the government or a company or financial institution of one
country but denominated in the currency of another country (or a multinational
currency unit).
 
The Sub-adviser allocates the assets of the Government Income Fund, the
Strategic Income Fund and the Portfolio in securities of issuers in countries
and in currency denominations where the combination of fixed income market
returns, the price appreciation potential of fixed income securities and
currency exchange rate movements will present opportunities primarily for high
current income and secondarily for capital appreciation (and, in the case of the
Government Income Fund, secondarily for capital appreciation and protection of
principal). In so doing, the Sub-adviser intends to take full advantage of the
different yield, risk and return characteristics that investment in the fixed
income markets of different countries can provide for U.S. investors.
Fundamental economic strength, credit quality and currency and interest rate
trends are the principal determinants of the emphasis given to various country,
geographic and industry sectors within the Government Income Fund, the Strategic
Income Fund and the Portfolio. Securities held by the Government Income Fund,
the Strategic Income Fund and the Portfolio may be invested in without
limitation as to maturity.
 
The Sub-adviser selects securities of particular issuers on the basis of its
views as to the best values then currently available in the marketplace. Such
values are a function of yield, maturity, issue classification and quality
characteristics, coupled with expectations regarding the local and world
economies, movements in the general level and term of interest rates, currency
values, political developments and variations in the supply of funds available
for investment in the world bond market relative to the demands placed upon it.
 
The Sub-adviser generally evaluates currencies on the basis of fundamental
economic criteria (e.g., relative inflation, interest rate levels and trends,
growth rate forecasts, balance of payments status and economic policies) as well
as technical and political data. The Sub-adviser may seek to protect a Fund
against such negative currency movements through the use of sophisticated
investment techniques. See "Options, Futures and Forward Currency Transactions"
and "Swaps, Caps, Floors and Collars."
 
According to the Sub-adviser, as of the date of this Prospectus, more than 50%
of the value of all outstanding government debt obligations throughout the world
is represented by obligations denominated in currencies other than the U.S.
dollar. Moreover, from time to time, the debt securities of issuers located
outside the United States have substantially outperformed the debt obligations
of U.S. issuers. Accordingly, the Sub-adviser believes that the Government
Income Fund's and the Strategic Income Fund's policy of investing in debt
securities throughout the world and the Portfolio's policy of investing in debt
securities of issuers in emerging markets may enable the achievement of results
superior to those produced by mutual funds with similar objectives to those of
the Funds and the Portfolio that invest solely in debt securities of U.S.
issuers.
 
TEMPORARY DEFENSIVE STRATEGIES. The Sub-adviser may employ a temporary defensive
investment strategy if it determines such a strategy to be warranted due to
market, economic or political conditions. Pursuant to such a defensive strategy,
the Government Income Fund, the Strategic Income Fund and the Portfolio
temporarily may hold cash (U.S. dollars, foreign currencies or multinational
currency units) and/or invest up to 100% of
 
                               Prospectus Page 15
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
their respective assets in high quality debt securities or money market
instruments of U.S. or foreign issuers. In addition, for temporary defensive
purposes, most or all of the Government Income Fund's, the Strategic Income
Fund's or the Portfolio's investments may be made in the United States and
denominated in U.S. dollars. To the extent the Funds or the Portfolio employ a
temporary defensive strategy, they will not be invested so as to achieve
directly their investment objectives. In addition, pending investment of
proceeds from new sales of Fund shares or to meet ordinary daily cash needs, the
Government Income Fund, the Strategic Income Fund and the Portfolio may hold
cash (U.S. dollars, foreign currencies or multinational currency units) and may
invest in high quality foreign or domestic money market instruments. For a full
description of money market instruments, see "Selection of Debt Investments" in
the Investment Objectives and Policies section of the Statement of Additional
Information.
    
 
EMERGING MARKET SECURITIES. The Strategic Income Fund and the Portfolio consider
"emerging markets" to consist of all countries determined by the Sub-adviser to
have developing or emerging economies and markets. These countries generally
include every country in the world except the United States, Canada, Japan,
Australia, New Zealand and most countries located in Western Europe. The
Strategic Income Fund and the Portfolio will consider investment in the
following emerging markets:
 
<TABLE>
<S>               <C>            <C>
  Algeria         Hong Kong      Peru
  Argentina       Hungary        Philippines
  Bolivia         India          Poland
  Botswana        Indonesia      Portugal
  Brazil          Israel         Republic of
  Bulgaria        Ivory Coast    Slovakia
  Chile           Jamaica        Russia
  China           Jordan         Singapore
  Colombia        Kazakhstan     Slovenia
  Costa Rica      Kenya          South Africa
  Cyprus          Lebanon        South Korea
  Czech           Malaysia       Sri Lanka
   Republic       Mauritius      Swaziland
  Dominican       Mexico         Taiwan
   Republic       Morocco        Thailand
  Ecuador         Nicaragua      Turkey
  Egypt           Nigeria        Ukraine
  El Salvador     Oman           Uruguay
  Finland         Pakistan       Venezuela
  Ghana           Panama         Zambia
  Greece          Paraguay       Zimbabwe
</TABLE>
 
The Strategic Income Fund and the Portfolio will not be invested in all such
markets at all times. Moreover, investing in some of those markets currently may
not be desirable or feasible, due to the lack of adequate custody arrangements,
overly burdensome repatriation requirements and similar restrictions, the lack
of organized and liquid securities markets, unacceptable political risks or for
other reasons.
 
As used in this Prospectus and the Statement of Additional Information, an
issuer in an emerging market is an entity: (i) for which the principal
securities trading market is an emerging market, as defined above; (ii) that
(alone or on a consolidated basis) derives 50% or more of its total revenue from
either goods produced, sales made or services performed in emerging markets; or
(iii) organized under the laws of, or with a principal office in, an emerging
market.
 
BRADY BONDS. The Government Income Fund, the Strategic Income Fund and the
Portfolio may invest in "Brady Bonds," which are debt restructurings that
provide for the exchange of cash and loans for newly issued bonds. Brady Bonds
have been issued by the countries of Albania, Argentina, Brazil, Bulgaria, Costa
Rica, Dominican Republic, Ecuador, Ivory Coast, Jordan, Mexico, Nigeria, Panama,
Peru, Philippines, Poland, Uruguay, Venezuela and Vietnam and are expected to be
issued by other emerging market countries. As of the date of this Prospectus,
the Government Income Fund, the Strategic Income Fund and the Portfolio are not
aware of the occurrence of any payment defaults on Brady Bonds. Investors should
recognize, however, that Brady Bonds do not have a long payment history. In
addition, Brady Bonds are often rated below investment grade.
 
The Government Income Fund, Strategic Income Fund and the Portfolio may invest
in either collateralized or uncollateralized Brady Bonds. U.S.
dollar-denominated, collateralized Brady Bonds, which may be fixed rate par
bonds or floating rate discount bonds, are collateralized in full as to
principal by U.S. Treasury zero coupon bonds having the same maturity as the
bonds. Interest payments on such bonds generally are collateralized by cash or
securities in an amount that, in the case of fixed rate bonds, is equal to at
least one year of rolling interest payments or, in the case of floating rate
bonds, initially is equal to at least one year's rolling interest payments based
on the applicable interest rate at the time of issuance and is adjusted at
regular intervals thereafter.
 
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES. The Government Income Fund and the
Strategic Income Fund may invest in mortgage-backed and asset-backed securities
of U.S. and foreign issuers, including privately issued mortgage-backed and
asset-backed securities. Mortgage-
 
                               Prospectus Page 16
<PAGE>
                            AIM GLOBAL INCOME FUNDS
backed securities represent direct or indirect interests in pools of underlying
mortgage loans that are secured by real property. Investors typically receive
payments out of the interest on and principal of the underlying secured by real
property. Investors typically receive payments out of the interest on and
principal of the underlying mortgages. Asset-backed securities are similar to
mortgage-backed securities, except that the underlying assets are other
financial assets or financial receivables, such as motor vehicle installment
sales contracts, home equity loans, leases of various types of real and personal
property, and receivables from credit cards. Any mortgage-backed and
asset-backed securities purchased by the Government Income Fund and the
Strategic Income Fund will be subject to the same rating requirements that apply
to its other investments. In addition, privately issued mortgage-backed and
asset-backed securities purchased by Government Income Fund will be subject to
the limitation of that Fund which allows no more than 35% of its total assets to
be invested in securities of non-governmental issuers.
 
LOAN PARTICIPATIONS AND ASSIGNMENTS. The Strategic Income Fund and the Portfolio
may invest in fixed and floating rate loans ("Loans") arranged through private
negotiations between a foreign entity and one or more financial institutions
("Lenders"). The majority of the Fund's and the Portfolio's investments in Loans
in emerging markets is expected to be in the form of participations in Loans
("Participations") and assignments of portions of Loans from third parties
("Assignments"). Participations typically will result in the Fund and/or the
Portfolio having a contractual relationship only with the Lender, not with the
borrower government. The Fund and/or the Portfolio will have the right to
receive payments of principal, interest and any fees to which it is entitled
only from the Lender selling the Participation and only upon receipt by the
Lender of the payments from the borrower. In connection with purchasing
Participations, the Fund and/or the Portfolio generally will have no right to
enforce compliance by the borrower with the terms of the loan agreement relating
to the loan ("Loan Agreement"), nor any rights of set-off against the borrower,
and the Fund and/or the Portfolio may not directly benefit from any collateral
supporting the Loan in which it has purchased the Participation. As a result,
the Fund and/or the Portfolio will assume the credit risk of both the borrower
and the Lender that is selling the Participation.
 
In the event of the insolvency of the Lender selling a Participation, the Fund
and/or the Portfolio may be treated as a general creditor of the Lender and may
not benefit from any set-off between the Lender and the borrower. The Fund
and/or the Portfolio will acquire Participations only if the Lender
interpositioned between the Fund and/or the Portfolio and the borrower is
determined by the Sub-adviser to be creditworthy. When the Fund and/ or the
Portfolio purchases Assignments from Lenders, the Fund and/or the Portfolio will
acquire direct rights against the borrower on the Loan. However, since
Assignments are arranged through private negotiations between potential
assignees and assignors, the rights and obligations acquired by the Fund and/or
the Portfolio as the purchaser of an Assignment may differ from, and be more
limited than, those held by the assigning Lender.
 
WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES. The Government Income Fund, the
Strategic Income Fund and the Portfolio may purchase debt securities on a
"when-issued" basis and may purchase or sell such securities on a "forward
commitment" basis in order to hedge against anticipated changes in interest
rates and prices. The price, which is generally expressed in yield terms, is
fixed at the time the commitment is made, but delivery and payment for the
securities take place at a later date. When-issued securities and forward
commitments may be sold prior to the settlement date, but the Funds and the
Portfolio will purchase or sell when-issued securities and forward commitments
only with the intention of actually receiving or delivering the securities, as
the case may be. No income accrues on securities that have been purchased
pursuant to a forward commitment or on a when-issued basis prior to delivery of
the securities. If a Fund or the Portfolio disposes of the right to acquire a
when-issued security prior to its acquisition or disposes of its right to
deliver or receive against a forward commitment, it may incur a gain or loss. At
the time a Fund or the Portfolio enters into a transaction on a when-issued or
forward commitment basis, the Fund or the Portfolio will segregate cash or
liquid securities equal to the value of the when-issued or forward commitment
securities with its custodian and will mark to market daily such assets. There
is a risk that the securities may not be delivered and that a Fund or the
Portfolio may incur a loss. The Government Income Fund may invest up to 5% of
its total assets in a combination of securities purchased on a when-issued basis
or with respect to which it has entered into forward commitment agreements.
 
The Strategic Income Fund and the Portfolio may also sell securities on a "when,
as and if issued" basis for hedging purposes. Under such a transaction, the Fund
or the Portfolio is required to
 
                               Prospectus Page 17
<PAGE>
                            AIM GLOBAL INCOME FUNDS
deliver at a future date a security it does not presently hold, but which it has
a right to receive if the security is issued. Issuance of the security may not
occur, in which case the Fund or Portfolio would have no obligation to the other
party, and would not receive payment for the sale. Selling securities on a
"when, as and if issued" basis may reduce risk of loss to the extent that such a
sale wholly or partially offsets unfavorable price movements on the investments
being hedged. However, such sales also limit the amount the Fund or Portfolio
can receive if the "when, as and if issued" security is in fact issued.
 
BORROWING, REVERSE REPURCHASE AGREEMENTS AND ROLL TRANSACTIONS. The Government
Income Fund may borrow from banks or may borrow through reverse repurchase
agreements and "roll" transactions in connection with meeting requests for the
redemption of Fund shares. The Government Income Fund also may borrow up to 5%
of its total assets for temporary or emergency purposes other than to meet
redemptions. However, the Government Income Fund will not borrow for investment
purposes, nor will the Fund purchase securities while borrowings are
outstanding.
 
Both the Strategic Income Fund and the Portfolio are authorized to borrow money
from banks in an amount up to 33 1/3% of its total assets (including the amount
borrowed), less all liabilities and indebtedness other than the borrowings and
may use the proceeds of such borrowings for investment purposes. The Strategic
Income Fund and the Portfolio will borrow for investment purposes only when the
Sub-adviser believes that such borrowings will benefit the Fund or the
Portfolio, respectively, after taking into account considerations such as the
costs of the borrowing and the likely investment returns on the securities
purchased with the borrowed monies.
 
Borrowing for investment purposes is known as leveraging, which is a speculative
practice. Such borrowing by the Strategic Income Fund and the Portfolio creates
the opportunity for increased net income and appreciation but, at the same time,
involves special risk considerations. For example, leveraging might exaggerate
changes in the net asset value of Fund shares and in the yield realized by the
Fund or the Portfolio. Although the principal amount of such borrowings will be
fixed, the Fund's and the Portfolio's assets may change in value during the time
the borrowing is outstanding. By leveraging the Fund or the Portfolio, changes
in net asset values, higher or lower, may be greater in degree than if leverage
was not employed. To the extent the income derived from the assets obtained with
borrowed funds exceeds the interest and other expenses that the Fund or the
Portfolio will have to pay, the Fund's or the Portfolio's net income will be
greater than if borrowing was not used. Conversely, if the income from the
assets obtained with borrowed funds is not sufficient to cover the cost of
borrowing, the net income of the Fund or the Portfolio will be less than if
borrowing were not used, and therefore the amount available for distribution to
shareholders as dividends will be reduced. The Strategic Income Fund and the
Portfolio each expects that some of its borrowings may be made on a secured
basis.
 
In addition to the foregoing borrowings, the Strategic Income Fund and the
Portfolio each may borrow money for temporary or emergency purposes or payments
in an amount not exceeding 5% of the value of its total assets (not including
the amount borrowed) provided that the total amount borrowed by the Strategic
Income Fund or the Portfolio for any purpose does not exceed 33 1/3% of its
total assets.
 
The Funds and the Portfolio may also enter into reverse repurchase agreements
with a bank or recognized securities dealer, although the Strategic Income Fund
currently has no intention of doing so with respect to more than 5% of its total
assets. Under a reverse repurchase agreement, the Funds or the Portfolio would
sell securities and agree to repurchase them at a particular price at a future
date. At the time a Fund or the Portfolio enters into a reverse repurchase
agreement, it will establish and maintain a segregated account with an approved
custodian containing cash or liquid securities having a value not less than the
repurchase price, including accrued interest. Reverse repurchase agreements
involve the risk that the market value of the securities retained in lieu of
sale by a Fund or the Portfolio may decline below the price of the securities a
Fund or the Portfolio has sold but is obligated to repurchase. In the event the
buyer of securities under a reverse repurchase agreement files for bankruptcy or
becomes insolvent, such buyer or its trustee or receiver may receive an
extension of time to determine whether to enforce a Fund's or the Portfolio's
obligation to repurchase the securities, and a Fund's or the Portfolio's use of
the proceeds of the reverse repurchase agreement may effectively be restricted
pending such decision.
 
The Funds and the Portfolio also may enter into "dollar rolls," in which a Fund
or the Portfolio sells fixed income securities for delivery in the current month
and simultaneously contracts to repurchase substantially similar (same type,
coupon and maturity) securities on a specified future date. During the roll
period, a Fund or the Portfolio would forego principal and interest paid on such
 
                               Prospectus Page 18
<PAGE>
                            AIM GLOBAL INCOME FUNDS
securities. A Fund or the Portfolio would be compensated by the difference
between the current sales price and the forward price for the future purchase,
as well as by the interest earned on the cash proceeds of the initial sale. See
"Investment Objectives and Policies" in the Statement of Additional Information.
 
Reverse repurchase agreements and dollar rolls will be treated as borrowings and
will be deducted from a Fund's or the Portfolio's assets for purposes of
calculating compliance with the Fund's or the Portfolio's borrowing limitation.
See "Investment Limitations" in the Statement of Additional Information.
 
SECURITIES LENDING. The Government Income Fund, the Strategic Income Fund and
the Portfolio may lend their respective portfolio securities to broker/dealers
or to other institutional investors. Securities lending allows a Fund to retain
ownership of the securities loaned and, at the same time, enhances a Fund's
total return. At all times a loan is outstanding, each Fund and the Portfolio
requires the borrower to maintain with the Fund's or the Portfolio's custodian,
collateral consisting of cash, U.S. government securities, or certain
irrevocable letters of credit equal to at least the value of the borrowed
securities, plus any accrued interest or such other collateral as permitted by a
Fund's investment program and regulatory agencies, and as approved by the Board.
Each Fund and the Portfolio limits its loans of portfolio securities to an
aggregate of 30% of the value of its total assets, measured at the time any such
loan is made. The risks in lending portfolio securities, as with other
extensions of secured credit, consist of possible delays in receiving additional
collateral or in recovery of the loaned securities and possible loss of rights
in the collateral should the borrower fail financially.
 
ZERO COUPON SECURITIES. The Government Income Fund, the Strategic Income Fund
and the Portfolio may invest in certain zero coupon securities that are
"stripped" U.S. Treasury notes and bonds. They also may invest in zero coupon
and other deep discount securities issued by foreign governments and domestic
and foreign corporations, including certain Brady Bonds and other foreign debt
and in payment-in-kind securities. Zero coupon securities pay no interest to
holders prior to maturity, and payment-in-kind securities pay interest in the
form of additional securities. However, a portion of the original issue discount
on zero coupon securities and the "interest" on payment-in-kind securities will
be included in the investing Fund's or Portfolio's income. Accordingly, for a
Fund to continue to qualify for tax treatment as a regulated investment company
and to avoid a certain excise tax (see "Taxes" in the Statement of Additional
Information), it may be required to distribute an amount that is greater than
the total amount of cash it actually receives (or, in the case of the High
Income Fund, its share of the total amount of cash the Portfolio actually
receives). These distributions must be made from the Fund's (or, in the case of
the High Income Fund, its, or its share of, the Portfolio's) cash assets or, if
necessary, from the proceeds of sales of portfolio securities. The Fund or the
Portfolio will not be able to purchase additional income-producing securities
with cash used to make such distributions, and its current income ultimately may
be reduced as a result. Zero coupon and payment-in-kind securities usually trade
at a deep discount from their face or par value and will be subject to greater
fluctuations of market value in response to changing interest rates than debt
obligations of comparable maturities that make current distributions of interest
in cash.
 
SYNTHETIC SECURITY POSITIONS. The Government Income Fund, the Strategic Income
Fund and the Portfolio may utilize combinations of futures on bonds and forward
currency contracts to create investment positions that have substantially the
same characteristics as bonds of the same type as those on which the futures
contracts are written. Investment positions of this type are generally referred
to as "synthetic securities."
 
For example, in order to establish a synthetic security position for a Fund or
the Portfolio that is comparable to owning a Japanese government bond, the
Sub-adviser might purchase futures contracts on Japanese government bonds in the
desired principal amount and purchase forward currency contracts for Japanese
Yen in an amount equal to the then current purchase price for such bonds in the
Japanese cash market, with each contract having approximately the same delivery
date.
 
The Sub-adviser might roll over the futures and forward currency contract
positions before taking delivery in order to continue the Fund's or the
Portfolio's investment position, or the Sub-adviser might close out those
positions, thus effectively selling the synthetic security. Further, the amount
of each contract might be adjusted in response to market conditions and the
forward currency contract might be changed in amount or eliminated in order to
hedge against currency fluctuations.
 
The Sub-adviser would create synthetic security positions for a Fund or the
Portfolio when it believes that it can obtain a better yield or achieve cost
savings in comparison to purchasing actual bonds
 
                               Prospectus Page 19
<PAGE>
                            AIM GLOBAL INCOME FUNDS
or when comparable bonds are not readily available in the market. Synthetic
security positions are subject to the risk that changes in the value of
purchased futures contracts may differ from changes in the value of the bonds
that might otherwise have been purchased in the cash market. Also, while the
Sub-adviser believes that the cost of creating synthetic security positions
generally will be materially lower than the cost of acquiring comparable bonds
in the cash market, a Fund or the Portfolio will incur transaction costs in
connection with each purchase of a futures or forward currency contract. The use
of futures contracts and forward currency contracts to create synthetic security
positions also is subject to substantially the same risks as those that exist
when these instruments are used in connection with hedging strategies. See
"Options, Futures and Forward Currency Transactions" below and "Options, Futures
and Currency Strategies" in the Statement of Additional Information.
 
OPTIONS, FUTURES AND FORWARD CURRENCY TRANSACTIONS. The Government Income Fund,
the Strategic Income Fund and the Portfolio may use forward currency contracts,
futures contracts, options on securities, options on indices, options on
currencies, and options on futures contracts to attempt to hedge against the
overall level of investment and currency risk normally associated with the
Funds' or Portfolio's investment. The Strategic Income Fund and the Portfolio
also may enter into interest rate, currency and index swaps and purchase or sell
related caps, floors and collars and other similar instruments. See "Swaps,
Caps, Floors and Collars" below. These instruments are often referred to as
"derivatives," which may be defined as financial instruments whose performance
is derived, at least in part, from the performance of another asset (such as a
security, currency or an index of securities). The Government Income Fund, the
Strategic Income Fund and the Portfolio may enter into such instruments up to
the full value of their portfolio assets. See "Risk Factors -- Options, Futures
and Forward Currency Transactions" herein and "Options, Futures and Currency
Strategies" in the Statement of Additional Information.
 
To attempt to hedge against adverse movements in exchange rates between
currencies, the Government Income Fund, the Strategic Income Fund and the
Portfolio may enter into forward currency contracts for the purchase or sale of
a specified currency at a specified future date. Such contracts may involve the
purchase or sale of a foreign currency against the U.S. dollar or may involve
two foreign currencies. The Government Income Fund, the Strategic Income Fund
and the Portfolio may enter into forward currency contracts either with respect
to specific transactions or with respect to the respective Fund's or the
Portfolio's portfolio positions. Each Fund and the Portfolio also may purchase
and sell put and call options on currencies, futures contracts on currencies and
options on such futures contracts to hedge against movements in exchange rates.
 
In addition, each Fund and the Portfolio may purchase and sell put and call
options on securities to hedge against the risk of fluctuations in the prices of
securities held by the Fund or the Portfolio or that the Sub-adviser intends to
include in the Fund's or the Portfolio's portfolio. The Funds and the Portfolio
also may purchase and sell put and call options on indices to hedge against
overall fluctuations in the securities markets generally or in a specific market
sector.
 
Further, the Funds and the Portfolio may sell index futures contracts and may
purchase put options or write call options on such futures contracts to protect
against a general market or market sector decline that could adversely affect
the Fund's or the Portfolio's portfolio. The Funds and the Portfolio also may
purchase index futures contracts and purchase call options or write put options
on such contracts to hedge against a general market or market sector advance and
thereby attempt to lessen the cost of future securities acquisitions. A Fund or
the Portfolio may use interest rate futures contracts and options thereon to
hedge its portfolio against changes in the general level of interest rates.
 
SWAPS, CAPS, FLOORS AND COLLARS. The Strategic Income Fund and the Portfolio may
enter into interest rate, currency and index swaps, and purchase or sell related
caps, floors and collars and other derivative instruments. The Fund and the
Portfolio expect to enter into these transactions primarily to preserve a return
or spread on a particular investment or portion of its portfolio, to protect
against currency fluctuations, as a technique for managing the portfolio's
duration (I.E., the price sensitivity to changes in interest rates) or to
protect against any increase in the price of securities the Fund or the
Portfolio anticipates purchasing at a later date. The Fund and the Portfolio
intend to use these transactions as hedges, and neither will sell interest rate
caps or floors if it does not own securities or other instruments providing an
income stream roughly equivalent to what the Fund or the Portfolio may be
obligated to pay.
 
Interest rate swaps involve the exchange by the Fund or the Portfolio with
another party of their respective commitments to pay or receive interest (for
 
                               Prospectus Page 20
<PAGE>
                            AIM GLOBAL INCOME FUNDS
example, an exchange of floating rate payments for fixed rate payments) with
respect to a notional amount of principal. A currency swap is an agreement to
exchange cash flows on a notional amount based on changes in the values of the
reference indices.
 
The purchase of a cap entitles the purchaser to receive payments on a notional
principal amount from the party selling the cap to the extent that a specified
index exceeds a predetermined interest rate. The purchase of an interest rate
floor entitles the purchaser to receive payments on a notional principal amount
from the party selling the floor to the extent that a specified index falls
below a predetermined interest rate or amount. A collar is a combination of a
cap and a floor that preserves a certain return within a predetermined range of
interest rates or values.
 
INDEXED COMMERCIAL PAPER. The Strategic Income Fund and the Portfolio may invest
without limitation in commercial paper which is indexed to certain specific
foreign currency exchange rates. The terms of such commercial paper provide that
its principal amount is adjusted upwards or downwards (but not below zero) at
maturity to reflect changes in the exchange rate between two currencies while
the obligation is outstanding. The Strategic Income Fund and the Portfolio will
purchase such commercial paper with the currency in which it is denominated and,
at maturity, will receive interest and principal payments thereon in that
currency, but the amount of principal payable by the issuer at maturity will
change in proportion to the change (if any) in the exchange rate between the two
specified currencies between the date the instrument is issued and the date the
instrument matures. While such commercial paper entails the risk of loss of
principal, the potential for realizing gains as a result of changes in foreign
currency exchange rates enables the Fund and the Portfolio to hedge against a
decline in the U.S. dollar value of investments denominated in foreign
currencies while seeking to provide an attractive money market rate of return.
The Fund and the Portfolio will not purchase such commercial paper for
speculation.
 
OTHER INDEXED SECURITIES. The Government Income Fund, Strategic Income Fund and
the Portfolio may invest in certain other indexed securities, which are
securities whose prices are indexed to the prices of other securities,
securities indices, currencies, precious metals or other commodities, or other
financial indicators. Indexed securities typically, but not always, are debt
securities or deposits whose value at maturity or coupon rate is determined by
reference to a specific instrument or statistic. The performance of indexed
securities depends to a great extent on the performance of the security,
currency, or other instrument to which they are indexed, and may also be
influenced by interest rate changes in the United States and abroad. At the same
time, indexed securities are subject to the credit risks associated with the
issuer of the security, and their values may decline substantially if the
issuer's creditworthiness deteriorates. Indexed securities may be more volatile
than the underlying instruments. New forms of indexed securities continue to be
developed. Each Fund and Portfolio may invest in such securities to the extent
consistent with its investment objectives.
 
   
OTHER INFORMATION. Each Fund's investment objectives may not be changed without
the approval of a majority of the respective Fund's outstanding voting
securities. A "majority of the Fund's outstanding voting securities" means the
lesser of (i) 67% of the shares represented at a meeting at which more than 50%
of the outstanding shares are represented, or (ii) more than 50% of the
outstanding shares. In addition, each Fund has adopted certain investment
limitations which also may not be changed without shareholder approval. A
complete description of these limitations is included in the Statement of
Additional Information. Each Fund's other investment policies described herein
and in the Statement of Additional Information may be changed by the Company's
Board of Directors without shareholder approval.
    
 
The approval of the High Income Fund and of other investors in the Portfolio, if
any, is not required to change the investment objectives, policies or
limitations of the Portfolio, unless otherwise specified. Written notice shall
be provided to shareholders of the High Income Fund thirty days prior to any
changes in the Portfolio's investment objectives.
 
The Funds are authorized to make short sales of securities, although they have
no current intention of doing so. See "Investment Objectives and Policies --
Short Sales" in the Statement of Additional Information.
 
If a percentage restriction on investment or utilization of assets in an
investment policy or restriction is adhered to at the time an investment is
made, a later change in percentage ownership of a security or kind of securities
resulting from changing market values or a similar type of event will not be
considered a violation of a Fund's or the Portfolio's investment policies or
restrictions.
 
                               Prospectus Page 21
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
GENERAL. There is no assurance that any Fund or the Portfolio will achieve its
investment objectives. The Funds' net asset value will fluctuate, reflecting
fluctuations in the market value of its portfolio positions and its net currency
exposure. The value of fixed income securities held by the Government Income
Fund, the Strategic Income Fund and the Portfolio generally fluctuates inversely
with interest rate movements. Longer term bonds held by the Government Income
Fund, the Strategic Income Fund or the Portfolio are subject to greater interest
rate risk.
 
NON-DIVERSIFIED CLASSIFICATION. Each Fund and the Portfolio is classified under
the Investment Company Act of 1940 (the "1940 Act") as a "non-diversified" fund.
As a result, the Government Income Fund, the Strategic Income Fund and the
Portfolio each will be able to invest in a fewer number of issuers than if it
were classified under the 1940 Act as a "diversified" fund. To the extent that a
Fund or the Portfolio invests in a smaller number of issuers, the value of each
Fund's shares may fluctuate more widely and the Funds and the Portfolio may be
subject to greater investment and credit risk with respect to their portfolios.
 
FOREIGN INVESTING. Investing in foreign securities entails certain risks. The
securities of non-U.S. issuers generally are not registered with the SEC, nor
are the issuers thereof usually subject to the SEC's reporting requirements.
Accordingly, there may be less publicly available information about foreign
securities and issuers than is available with respect to U.S. securities and
issuers. Foreign companies generally are not subject to uniform accounting,
auditing and financial reporting standards, practices and requirements
comparable to those applicable to U.S. companies. In addition, certain costs
attributable to foreign investing, such as custody charges, are higher than
those attributable to domestic investing. Securities of some foreign companies
are less liquid and their prices may be more volatile than securities of
comparable domestic companies. The Government Income and Strategic Income Funds'
and the Portfolio's interest and dividends from foreign issuers may be subject
to non-U.S. withholding taxes, thereby reducing their net investment income.
 
With respect to some foreign countries, there is the increased possibility of
expropriation or confiscatory taxation, limitations on the removal of funds or
other assets of the Government Income Fund, the Strategic Income Fund and the
Portfolio, political or social instability, or diplomatic developments which
could affect the investments of the Government Income Fund, the Strategic Income
Fund and the Portfolio in those countries. Moreover, individual foreign
economies may differ favorably or unfavorably from the U.S. economy in such
respects as growth of gross national product, rate of inflation, rate of savings
and capital reinvestment, resource self-sufficiency and balance of payments
positions.
 
CURRENCY RISK. Since the Government Income Fund, the Strategic Income Fund and
the Portfolio normally invest substantially in securities denominated in
currencies other than the U.S. dollar, and because they may hold foreign
currencies, they will be affected favorably or unfavorably by exchange control
regulations or changes in the exchange rates between such currencies and the
U.S. dollar. Changes in currency exchange rates will influence the value of the
Funds' shares, and also may affect the value of dividends and interest earned by
the Funds and gains and losses realized by the Funds. Currencies generally are
evaluated on the basis of fundamental economic criteria (e.g., relative
inflation and interest rate levels and trends, growth rate forecasts, balance of
payments status and economic policies) as well as technical and political data.
The exchange rates between the U.S. dollar and other currencies are determined
by supply and demand in the currency exchange markets, the international balance
of payments, governmental intervention, speculation and other economic and
political conditions. If the currency in which a security is denominated
appreciates against the U.S. dollar, the dollar value of the security will
increase. Conversely, a decline in the exchange rate of the currency would
adversely affect the value of the security expressed in U.S. dollars.
 
In addition, many of the currencies in emerging market countries have
experienced steady devaluations relative to the U.S. dollar and major
 
                               Prospectus Page 22
<PAGE>
                            AIM GLOBAL INCOME FUNDS
devaluations have historically occurred in certain countries.
 
INVESTING IN EMERGING MARKETS. Because of the special risks associated with
investing in emerging markets, an investment in the Strategic Income Fund and
the Portfolio should be considered speculative. Investors are strongly advised
to consider carefully the special risks involved in emerging markets, which are
in addition to the usual risks of investing in developed foreign markets around
the world.
 
Investing in emerging markets involves risks relating to potential political and
economic instability within such markets and the risks of expropriation,
nationalization, confiscation of assets and property or the imposition of
restrictions on foreign investment and on repatriation of capital invested. In
the event of such expropriation, nationalization or other confiscation in any
emerging market, the Strategic Income Fund or the Portfolio could lose its
entire investment in that market.
 
Many emerging market countries have experienced substantial, and in some periods
extremely high, rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have negative
effects on the economies and securities markets of certain emerging market
countries.
 
Economies in emerging markets generally are dependent heavily upon international
trade and, accordingly, have been and may continue to be affected adversely by
trade barriers, exchange controls, managed adjustments in relative currency
values and other protectionist measures imposed or negotiated by the countries
with which they trade. These economies also have been and may continue to be
affected adversely by economic conditions in the countries in which they trade.
 
The securities markets of emerging countries are substantially smaller, less
developed, less liquid and more volatile than the securities markets of the
United States and other more developed countries. Disclosure and regulatory
standards in many respects are less stringent than in the United States and
other major markets. There also may be a lower level of monitoring and
regulation of emerging securities markets and the activities of investors in
such markets, and enforcement of existing regulations has been extremely
limited.
 
In addition, brokerage commissions, custodial services and other costs relating
to investment in foreign markets generally are more expensive than in the United
States, particularly with respect to emerging markets. Such markets have
different settlement and clearance procedures. In certain markets there have
been times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions. The
inability of the Strategic Income Fund or the Portfolio to make intended
securities purchases due to settlement problems could cause the Strategic Income
Fund or the Portfolio to forego attractive investment opportunities. Inability
to dispose of a portfolio security caused by settlement problems could result
either in losses to the Strategic Income Fund or the Portfolio due to subsequent
declines in value of the portfolio security or, if the Strategic Income Fund or
the Portfolio has entered into a contract to sell the security, could result in
possible liability to the purchaser.
 
The risk also exists that an emergency situation may arise in one or more
emerging markets as a result of which trading of securities may cease or may be
substantially curtailed and prices for the Strategic Income Fund's or the
Portfolio's portfolio securities in such markets may not be readily available.
Section 22(e) of the 1940 Act permits a registered investment company to suspend
redemption of its shares for any period during which an emergency exists, as
determined by the SEC. Accordingly, when the Strategic Income Fund or the
Portfolio believes that appropriate circumstances warrant, it will promptly
apply to the SEC for a determination that an emergency exists within the meaning
of Section 22(e) of the 1940 Act. During the period commencing from the
Strategic Income Fund's or the Portfolio's identification of such conditions
until the date of SEC action, the portfolio securities of the Strategic Income
Fund or the Portfolio in the affected markets will be valued at fair value as
determined in good faith by or under the direction of the Company's or the
Portfolio's Board of Trustees.
 
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES. The yield characteristics of
mortgage-backed and asset-backed securities differ from those of traditional
bonds. Among the major differences are that interest and principal payments are
made more frequently (usually monthly) and that principal may be prepaid at any
time because the underlying mortgage loans or other assets generally may be
prepaid at any time. Generally, prepayments on fixed-rate mortgage loans will
increase during a period of falling interest rates and decrease
 
                               Prospectus Page 23
<PAGE>
                            AIM GLOBAL INCOME FUNDS
during a period of rising interest rates. Mortgage-backed and asset-backed
securities may also decrease in value as a result of increasing market interest
rates and, because of prepayments, may benefit less than other bonds from
declining interest rates. Reinvestments of prepayments may occur at lower
interest rates than the original investment, thus adversely affecting the yield
of the Government Income Fund or the Strategic Income Fund. Actual prepayment
experience may cause the yield of a mortgage-backed security to differ from what
was assumed when the Fund purchased the security. The market for privately
issued mortgage-backed and asset-backed securities is smaller and less liquid
than the market for U.S. government mortgage-backed securities.
 
Foreign mortgage-backed securities markets are substantially smaller than U.S.
markets, but have been established in several countries, including Germany,
Denmark, Sweden, Canada and Australia, and may be developed elsewhere. Foreign
mortgage-backed securities generally are structured similar to domestic
mortgage-backed securities, and they normally present substantially similar
investment risks as well as the other risks normally associated with foreign
securities.
 
LOAN PARTICIPATIONS AND ASSIGNMENTS. The Strategic Income Fund and the Portfolio
may have difficulty disposing of Assignments and Participations. The liquidity
of such securities is limited and, the Fund and the Portfolio anticipate that
such securities could be sold only to a limited number of institutional
investors. The lack of a liquid secondary market could have an adverse impact on
the value of such securities and on the Fund's and the Portfolio's ability to
dispose of particular Assignments or Participations when necessary to meet the
Fund's and/or the Portfolio's liquidity needs or in response to a specific
economic event, such as a deterioration in the creditworthiness of the borrower.
The lack of a liquid secondary market for Assignments and Participations also
may make it more difficult for the Fund and/or the Portfolio to assign a value
to those securities for purposes of valuing the Fund's or the Portfolio's
portfolio and calculating its net asset value.
 
SOVEREIGN DEBT. The Strategic Income Fund and the Portfolio may invest in
sovereign debt securities of emerging market governments, including Brady Bonds.
Investments in such securities involve special risks. The issuer of the debt or
the governmental authorities that control the repayment of the debt may be
unable or unwilling to repay principal or interest when due in accordance with
the terms of such debt. Periods of economic uncertainty may result in the
volatility of market prices of sovereign debt obligations and in turn a Fund's
net asset value, to a greater extent than the volatility inherent in domestic
fixed income securities.
 
A sovereign debtor's willingness or ability to repay principal and pay interest
in a timely manner may be affected by, among other factors, its cash flow
situation, the extent of its foreign reserves, the availability of sufficient
foreign exchange on the date a payment is due, the relative size of the debt
service burden to the economy as a whole, the sovereign debtor's policy toward
principal international lenders and the political constraints to which a
sovereign debtor may be subject. Emerging market governments could default on
their sovereign debt. Such sovereign debtors also may be dependent on expected
disbursements from foreign governments, multilateral agencies and other entities
abroad to reduce principal and interest arrearages on their debt. The commitment
on the part of these governments, agencies and others to make such disbursements
may be conditioned on a sovereign debtor's implementation of economic reforms
and/or economic performance and the timely service of such debtor's obligations.
Failure to implement such reforms, achieve such levels of economic performance
or repay principal or interest when due, may result in the cancellation of such
third parties' commitments to lend funds to the sovereign debtor, which may
further impair such debtor's ability or willingness to timely service its debts.
 
The occurrence of political, social or diplomatic changes in one or more of the
countries issuing sovereign debt could adversely affect the Fund's or the
Portfolio's investments. Emerging markets are faced with social and political
issues and some of them have experienced high rates of inflation in recent years
and have extensive internal debt. Among other effects, high inflation and
internal debt service requirements may adversely affect the cost and
availability of future domestic sovereign borrowing to finance governmental
programs, and may have other adverse social, political and economic
consequences. Political changes or a deterioration of a country's domestic
economy or balance of trade may affect the willingness of countries to service
their sovereign debt. Although the Sub-adviser intends to manage the Strategic
Income Fund and the Portfolio in a manner that will minimize the exposure to
such risks, there can be no assurance that adverse political changes will not
 
                               Prospectus Page 24
<PAGE>
                            AIM GLOBAL INCOME FUNDS
cause the Fund or the Portfolio to suffer a loss of interest or principal on any
of its holdings.
 
In recent years, some of the emerging market countries in which the Strategic
Income Fund and the Portfolio expect to invest have encountered difficulties in
servicing their sovereign debt obligations. Some of these countries have
withheld payments of interest and/or principal of sovereign debt. These
difficulties have also led to agreements to restructure external debt
obligations -- in particular, commercial bank loans, typically by rescheduling
principal payments, reducing interest rates and extending new credits to finance
interest payments on existing debt. In the future, holders of emerging market
sovereign debt securities may be requested to participate in similar
rescheduling of such debt. Certain emerging market countries are among the
largest debtors to commercial banks and foreign governments. Currently, Brazil,
Mexico and Argentina are the largest debtors among developing countries. At
times certain emerging market countries have declared moratoria on the payment
of principal and interest on external debt; such a moratorium is currently in
effect in certain emerging market countries. There is no bankruptcy proceeding
by which a creditor may collect in whole or in part sovereign debt on which an
emerging market government has defaulted.
 
The ability of emerging market governments to make timely payments on their
sovereign debt securities is likely to be influenced strongly by a country's
balance of trade and its access to trade and other international credits. A
country whose exports are concentrated in a few commodities could be vulnerable
to a decline in the international prices of one or more of such commodities.
Increased protectionism on the part of a country's trading partners could also
adversely affect its exports. Such events could diminish a country's trade
account surplus, if any. To the extent that a country receives payment for its
exports in currencies other than hard currencies, its ability to make hard
currency payments could be affected.
 
Investors should also be aware that certain sovereign debt instruments in which
the Strategic Income Fund and the Portfolio may invest involve great risk. As
noted above, sovereign debt obligations issued by emerging market governments
generally are deemed to be the equivalent in terms of quality to securities
rated below investment grade by Moody's and S&P. Such securities are regarded as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligations and involve
major risk exposure to adverse conditions. Some of such securities, with respect
to which the issuer currently may not be paying interest or may be in payment
default, may be comparable to securities rated D by S&P or C by Moody's. The
Strategic Income Fund and the Portfolio may have difficulty disposing of and
valuing certain sovereign debt obligations because there may be a limited
trading market for such securities. Because there is no liquid secondary market
for many of these securities, the Strategic Income Fund and the Portfolio
anticipate that such securities could be sold only to a limited number of
dealers or institutional investors.
 
LOWER QUALITY DEBT SECURITIES. Under normal market conditions the Strategic
Income Fund may invest up to 50% of its total assets in debt securities rated
below investment grade, and up to 100% of the Portfolio's total assets will be
so invested. Such investments involve a high degree of risk.
 
Debt rated Baa by Moody's is considered by Moody's to have speculative
characteristics. Debt rated BB, B, CCC, CC or C by S&P and debt rated Ba, B,
Caa, Ca or C by Moody's is regarded, on balance, as predominantly speculative
with respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation. While such lower quality debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions. Debt rated C
by Moody's or S&P is the lowest quality debt that is not in default as to
principal or interest and such issues so rated can be regarded as having
extremely poor prospects of ever attaining any real investment standing. Lower
quality debt securities are also generally considered to be subject to greater
risk than higher quality securities with regard to a deterioration of general
economic conditions. These securities are the equivalent of high yield, high
risk bonds, commonly known as "junk bonds." As noted above, the Strategic Income
Fund and the Portfolio may invest in debt securities rated below C, which are in
default as to principal and/or interest.
 
Ratings of debt securities represent the rating agency's opinion regarding their
quality and are not a guarantee of quality. Rating agencies attempt to evaluate
the safety of principal and interest payments and do not evaluate the risks of
fluctuations in market value. Also, rating agencies may fail to make timely
changes in credit quality in response to subsequent events, so that an issuer's
 
                               Prospectus Page 25
<PAGE>
                            AIM GLOBAL INCOME FUNDS
current financial condition may be better or worse than a rating indicates. See
"Appendix A" for a discussion of Moody's and S&P's ratings.
 
The market values of lower quality debt securities tend to reflect individual
developments of the issuer to a greater extent than do higher quality
securities, which react primarily to fluctuations in the general level of
interest rates. In addition, lower quality debt securities tend to be more
sensitive to economic conditions and generally have more volatile prices than
higher quality securities. Issuers of lower quality securities are often highly
leveraged and may not have available to them more traditional methods of
financing. For example, during an economic downturn or a sustained period of
rising interest rates, highly leveraged issuers of lower quality securities may
experience financial stress. During such periods, such issuers may not have
sufficient revenues to meet their interest payment obligations. The issuer's
ability to service its debt obligations may also be adversely affected by
specific developments affecting the issuer, such as the issuer's inability to
meet specific projected business forecasts or the unavailability of additional
financing. The risk of loss due to default by the issuer is significantly
greater for the holders of lower quality securities because such securities are
generally unsecured and may be subordinated to the claims of other creditors of
the issuer.
 
Lower quality debt securities of corporate issuers frequently have call or
buy-back features which would permit an issuer to call or repurchase the
security from the Strategic Income Fund or the Portfolio. If an issuer exercises
these provisions in a declining interest rate market, the Strategic Income Fund
or the Portfolio may have to replace the security with a lower yielding
security, resulting in a decreased return for investors. In addition, the
Strategic Income Fund and the Portfolio may have difficulty disposing of lower
quality securities because there may be a thin trading market for such
securities. There may be no established retail secondary market for many of
these securities, and the Strategic Income Fund and the Portfolio anticipate
that such securities could be sold only to a limited number of dealers or
institutional investors. The lack of a liquid secondary market also may have an
adverse impact on market prices of such instruments and may make it more
difficult for the Strategic Income Fund and the Portfolio to obtain accurate
market quotations for purposes of valuing the securities in the portfolios of
the Strategic Income Fund and the Portfolio. Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may also decrease the
values and liquidity of lower quality securities, especially in a thinly traded
market. The Strategic Income Fund and the Portfolio also may acquire lower
quality debt securities during an initial underwriting or may acquire lower
quality debt securities which are sold without registration under applicable
securities laws. Such securities involve special considerations and risks.
 
Factors having an adverse effect on the market value of lower rated securities
or their equivalents purchased by the Strategic Income Fund and the Portfolio
will adversely impact net asset value of the Strategic Income Fund and the High
Income Fund. See "Risk Factors" in the Statement of Additional Information. In
addition to the foregoing, such factors may include: (i) potential adverse
publicity; (ii) heightened sensitivity to general economic or political
conditions; and (iii) the likely adverse impact of a major economic recession.
The Strategic Income Fund and the Portfolio each also may incur additional
expenses to the extent it is required to seek recovery upon a default in the
payment of principal or interest on its portfolio holdings, and the Fund and the
Portfolio may have limited legal recourse in the event of a default. Debt
securities issued by governments in emerging markets can differ from debt
obligations issued by private entities in that remedies from defaults generally
must be pursued in the courts of the defaulting government, and legal recourse
is therefore somewhat diminished. Political conditions, in terms of a
government's willingness to meet the terms of its debt obligations, also are of
considerable significance. There can be no assurance that the holders of
commercial bank debt may not contest payments to the holders of debt securities
issued by governments in emerging markets in the event of default by the
governments under commercial bank loan agreements.
 
As of October 31, 1997, the Strategic Income Fund and the Portfolio had 89.27%
and 86.59%, respectively, of their total net assets in debt securities that
received a rating from Moody's and 4.00% and 10.29%, respectively, of their
total net assets in debt securities that were not so rated. In addition, the
Strategic Income Fund and the Portfolio had 6.73% and 3.12%, respectively, of
their total net assets in cash and net receivables. The Strategic Income Fund
had the following percentages of its total net assets invested in rated
securities: Aaa -- 41.23%, Aa -- 12.68%, A -- 1.31%, Baa -- 3.75%, Ba -- 24.30%,
B -- 6.00%, Caa -- 0.00%, Ca --
 
                               Prospectus Page 26
<PAGE>
                            AIM GLOBAL INCOME FUNDS
0.00%, C -- 0.00%. Included under the unrated category are securities held by
the Strategic Income Fund which, while unrated, have been determined by the
Sub-adviser to be of comparable quality to securities in the following rating
categories: Ba -- 1.03%; and B -- 2.97%. The Portfolio had the following
percentages of its total net assets invested in rated securities: Aaa -- 7.99%,
Aa -- 0.00%, A -- 0.00%, Baa -- 13.11%, Ba -- 48.56%, B -- 16.93%, Caa -- 0.00%,
Ca -- 0.00%, C -- 0.00%. Included under the unrated category are securities held
by the Portfolio's total net assets which have been determined by the Sub-
adviser to be of comparable quality to securities in the following rating
categories: Ba -- 3.22%; and B -- 7.07%. It should be noted that the allocation
of the investments of the Strategic Income Fund and the Portfolio by rating on
any given date will vary and should not be considered representative of the
future portfolio composition of the Strategic Income Fund or the Portfolio.
 
OPTIONS, FUTURES AND FORWARD CURRENCY TRANSACTIONS. Although each Fund and the
Portfolio is authorized to enter into options, futures and forward currency
transactions, the Funds and the Portfolio might not enter into any such
transactions. In addition, issuers in emerging markets typically are subject to
a greater degree of change in earnings and business prospects than issuers in
developed countries. Options, futures and foreign currency transactions involve
certain risks, which include: (1) dependence on the Sub-adviser's ability to
predict movements in the prices of individual securities, fluctuations in the
general securities markets or in the appropriate market sector and movements in
interest rates and currency markets; (2) imperfect correlation, or even no
correlation, between movements in the price of options, forward contracts,
futures contracts or options thereon and movements in the price of the currency
or security hedged or used for cover; (3) the fact that skills and techniques
needed to trade options, futures contracts and options thereon or to use forward
currency contracts are different from those needed to select the securities in
which a Fund or Portfolio invests; (4) lack of assurance that a liquid secondary
market will exist for any particular option, futures contract or option thereon
at any particular time; (5) the possible loss of principal under certain
conditions; and (6) the possible inability of a Fund or Portfolio to purchase or
sell a portfolio security at a time when it would otherwise be favorable for it
to do so, or the possible need for a Fund or Portfolio to sell a security at a
disadvantageous time, due to the need for the Fund or Portfolio to maintain
"cover" or to set aside securities in connection with hedging transactions.
 
ILLIQUID SECURITIES. The Government Income Fund, the Strategic Income Fund and
the Portfolio may invest up to 15% of their net assets, in securities for which
no readily available market exists, so-called "illiquid securities." Illiquid
securities may be more difficult to value than liquid securities and the sale of
illiquid securities generally will require more time and result in higher
brokerage charges or dealer discounts and other selling expenses than the sale
of liquid securities. Moreover, illiquid securities often sell at a price lower
than similar securities that are liquid.
 
                               Prospectus Page 27
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                                 HOW TO INVEST
 
- --------------------------------------------------------------------------------
 
GENERAL. Shares of a Fund may be purchased through Financial Institutions, some
of which may charge the investor a transaction fee. That fee will be in addition
to the sales charge payable by the investor, with respect to Class A shares.
Some of these Financial Institutions (or their designees) may be authorized to
accept purchase orders on behalf of the Fund. All purchase orders will be
executed at the public offering price next determined after the purchase order
is received, which includes any applicable sales charge for Class A shares.
Orders received by the Transfer Agent before the close of regular trading on the
New York Stock Exchange ("NYSE") (currently 4:00 p.m. Eastern Time, unless
weather, equipment failure or other factors contribute to an earlier closing
time) on any Business Day will be executed at the public offering price for the
applicable class of shares determined that day. Orders received by authorized
institutions (or their designees) before the close of regular trading on the
NYSE on a Business Day will be deemed to have been received by a Fund on such
day and will be effected that day, provided that such orders are transmitted to
the Transfer Agent prior to the time set for receipt of such orders. A "Business
Day" is any day Monday through Friday on which the NYSE is open for business.
Financial Institutions are responsible for forwarding the investor's order to
the Transfer Agent so that it will be received prior to the required time.
 
The minimum initial investment is $500 ($100 for IRAs and $25 for custodial
accounts under Section 403(b)(7) of the Internal Revenue Code of 1986, as
amended (the "Code"), and other tax-qualified employer-sponsored retirement
accounts, if made under a systematic investment plan providing for monthly or
quarterly payments of at least that amount). The minimum for additional
purchases is $100 ($25 for IRAs, Code Section 403(b)(7) custodial accounts and
other tax-qualified employer-sponsored retirement accounts, as mentioned above).
THE FUNDS AND AIM DISTRIBUTORS RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER.
In particular, the Funds and AIM Distributors may reject purchase orders or
exchanges by investors who appear to follow, in the Sub-adviser's judgment, a
market-timing strategy or otherwise engage in excessive trading. See "How to
Make Exchanges -- Limitations on Purchase Orders and Exchanges."
 
WHEN PLACING PURCHASE ORDERS, INVESTORS SHOULD SPECIFY WHETHER THE ORDER IS FOR
CLASS A OR CLASS B SHARES OF A FUND. ALL PURCHASE ORDERS THAT FAIL TO SPECIFY A
CLASS WILL AUTOMATICALLY BE INVESTED IN CLASS A SHARES. AIM DISTRIBUTORS WILL
REJECT ANY ORDER FOR PURCHASE OF MORE THAN $250,000 FOR CLASS B SHARES.
 
   
PURCHASES THROUGH THE TRANSFER AGENT. After an initial investment is made and a
shareholder account is established through a Financial Institution, at the
investor's option, subsequent purchases may be made directly through the
Transfer Agent. See "Shareholder Account Manual." Investors may also make an
initial investment in a Fund and establish a shareholder account directly
through the Transfer Agent by completing and signing an Account Application
accompanying this Prospectus. Investors should mail to the Transfer Agent the
completed Application together with a check to cover the purchase in accordance
with the instructions provided in the Shareholder Account Manual. Purchases will
be executed at the public offering price next determined after the Transfer
Agent has received the Account Application and check. Subsequent investments do
not need to be accompanied by an application.
    
 
Investors also may purchase shares of the Funds by bank wire. Bank wire
purchases will be effected at the next determined public offering price after
the bank wire is received. A wire investment is considered received when the
Transfer Agent is notified that the bank wire has been credited to the Funds.
The investor is responsible for providing prior telephonic or facsimile notice
to the Transfer Agent that a bank wire is being sent. An investor's bank may
charge a service fee for wiring money to the Funds. The Transfer Agent currently
does not charge a service fee for facilitating wire purchases, but reserves the
right to do so in the future. Investors desiring to open an account by bank wire
should call the Transfer Agent at the appropriate toll free number provided in
the Shareholder Account Manual to obtain an account number and detailed
instructions.
 
                               Prospectus Page 28
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
CERTIFICATES. Physical certificates representing a Fund's shares will not be
issued unless a written request is submitted to the Transfer Agent. Shares of a
Fund are recorded on a register by the Transfer Agent, and shareholders who do
not elect to receive certificates have the same rights of ownership as if
certificates had been issued to them. Redemptions and exchanges by shareholders
who hold certificates may take longer to effect than similar transactions
involving non-certificated shares because the physical delivery and processing
of properly executed certificates is required. ACCORDINGLY, THE FUNDS RECOMMEND
THAT SHAREHOLDERS DO NOT REQUEST ISSUANCE OF CERTIFICATES.
 
   
DIFFERENCES BETWEEN THE CLASSES. The primary difference between the classes of
each Fund's shares offered through this Prospectus lies in their sales charge
structures and ongoing expenses, as summarized below. Class A and Class B shares
of a Fund represent interests in the same Fund and have the same rights, except
that each class bears the separate expenses of its 12b-1 distribution plan and
normally has exclusive voting rights with respect to such plan, each class can
experience other minor expense differences and, in addition to different sales
charges, each class has a separate exchange privilege.
    
 
The decision as to which class of shares is more beneficial to an investor
depends on the amount invested, the intended length of time the investment is
held and the investor's personal situation. Large investments may qualify for a
reduced Class A sales charge. Investors in Class B shares have 100% of the
purchase invested immediately. Consult your financial adviser. Financial
Institutions may receive different levels of compensation for selling a
particular class of shares.
 
   
ADVISOR CLASS SHARES. Advisor Class shares are offered through a separate
prospectus to (a) trustees or other fiduciaries purchasing shares for employee
benefit plans that are sponsored by organizations that have at least 1,000
employees; (b) any account with assets of at least $10,000 if (i) a financial
planner, trust company, bank trust department or registered investment adviser
has investment discretion over the account and (ii) the account holder pays such
person as compensation for its advice and other services an annual fee of at
least .50% of the assets in the account; (c) any account with assets of at least
$10,000 if (i) the account is established under a "wrap fee" program and (ii)
the account holder pays the sponsor of the program an annual fee of at least
 .50% of the assets in the account; (d) accounts advised by INVESCO (NY), Inc. or
one of the companies formerly affiliated with Liechtenstein Global Trust AG,
provided such accounts were invested in Advisor Class shares of any of the
AIM/GT Funds on June 1, 1998; and (e) any of the companies composing or
affiliated with AMVESCAP PLC.
    
 
                           PURCHASING CLASS A SHARES
 
Each Fund's public offering price for Class A shares is the next determined net
asset value per share (see "Calculation of Net Asset Value") plus a sales charge
determined in accordance with the following schedule:
 
<TABLE>
<CAPTION>
                                                          DEALER
                        INVESTOR'S SALES CHARGE         CONCESSION
                    --------------------------------  ---------------
                         AS A             AS A             AS A
                      PERCENTAGE       PERCENTAGE       PERCENTAGE
AMOUNT OF               OF THE           OF THE           OF THE
INVESTMENT              PUBLIC             NET            PUBLIC
IN SINGLE              OFFERING          AMOUNT          OFFERING
TRANSACTION              PRICE          INVESTED           PRICE
- ------------------  ---------------  ---------------  ---------------
<S>                 <C>              <C>              <C>
Less than
  $50,000.........           4.75%            4.99%           4.00%
$50,000 but less
  than $100,000...           4.00             4.17            3.25
$100,000 but less
  than $250,000...           3.75             3.90            3.00
$250,000 but less
  than $500,000...           2.50             2.56            2.00
$500,000 but less
  than
  $1,000,000......           2.00             2.04            1.60
</TABLE>
 
PURCHASES OF $1,000,000 OR MORE ARE AT NET ASSET VALUE, SUBJECT TO A CONTINGENT
DEFERRED SALES CHARGE OF 1% IF SHARES ARE REDEEMED PRIOR TO 18 MONTHS FROM THE
DATE SUCH SHARES WERE PURCHASED. AIM Distributors may pay a dealer concession
and/or advance a service fee on such transactions. Shares purchased prior to
June 1, 1998 without a sales charge based on the aggregate purchase amount equal
to at least $500,000 are subject to a contingent deferred sales charge for the
first year after their purchase equal to 1% of the lower of the original
purchase price or the net asset value of such shares at the time of redemption.
 
   
Reductions in the initial sales charges shown in the sales charge tables
(quantity discounts) apply to purchases of Class A shares of the AIM Funds that
are otherwise subject to an initial sales charge, provided that such purchases
are made by a "purchaser" as hereinafter defined. To receive a reduction in the
initial sales charge, at the time of
    
 
                               Prospectus Page 29
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
purchase, investors must give their Financial Institution, the Transfer Agent or
AIM Distributors sufficient information to permit confirmation of qualification.
Purchases of Class B shares of the AIM Funds will not be taken into account in
determining whether a purchase qualifies for a reduction in initial sales
charges for Class A shares.
    
 
The term "purchaser" means:
 
/ / an individual and his or her spouse and children, including any trust
    established exclusively for the benefit of any such person; or a pension,
    profit-sharing, or other benefit plan established exclusively for the
    benefit of any such person, such as an IRA, Roth IRA, a single-participant
    money- purchase/profit-sharing plan or an individual participant in a 403(b)
    Plan (unless such 403(b) plan qualifies as the purchaser as defined below);
 
/ / a 403(b) plan, the employer/sponsor of which is an organization described
    under Section 501(c)(3) of the Code, provided that:
 
  a. the employer/sponsor must submit contributions for all participating
     employees in a single contribution transmittal (i.e., the funds will not
     accept contributions submitted with respect to individual participants);
 
  b. each transmittal must be accompanied by a single check or wire transfer;
     and
 
  c. all new participants must be added to the 403(b) plan by submitting an
     application on behalf of each new participant with the contribution
     transmittal;
 
/ / a trustee or fiduciary purchasing for a single trust, estate or single
    fiduciary account (including a pension, profit-sharing or other employee
    benefit trust created pursuant to a plan qualified under Section 401 of the
    Code) and 457 plans, although more than one beneficiary or participant is
    involved;
 
   
/ / a Simplified Employee Pension ("SEP"), Salary Reduction and other Elective
    Simplified Employee Pension Account ("SARSEP"), a Savings Incentive Match
    Plan for Employees IRA ("SIMPLE IRA") where the employer has notified AIM
    Distributors in writing that all of its related employee SEP, SARSEP or
    SIMPLE IRA accounts should be linked;
    
 
/ / any other organized group of persons, whether incorporated or not, provided
    the organization has been in existence for at least six months and has some
    purpose other than the purchase at a discount of redeemable securities of a
    registered investment company; or
 
/ / the discretionary advised accounts of AIM or A I M Capital Management, Inc.
    ("AIM Capital").
 
   
SALES CHARGE WAIVERS -- CLASS A SHARES. The following persons may purchase Class
A shares of the Funds through AIM Distributors without payment of an initial
sales charge: (a) A I M Management Group Inc. ("AIM Management") and its
affiliated companies; (b) any current or retired officer, director, trustee or
employee, or any member of the immediate family (including spouse, children,
parents and parents of spouse) of any such person, of AIM Management or its
affiliates or of certain mutual funds which are advised or managed by AIM; or
any trust established exclusively for the benefit of such persons; (c) any
employee benefit plan established for employees of AIM Management or its
affiliates; (d) any current or retired officer, director, trustee or employee,
or any member of the immediate family (including spouse, children, parents and
parents of spouse) of any such person, or of CIGNA Corporation or of any of its
affiliated companies, or of First Data Investor Services Group; (e) any
investment company sponsored by CIGNA Investments, Inc. or any of its affiliated
companies for the benefit of its directors' deferred compensation plans; (f)
discretionary advised clients of AIM or AIM Capital; (g) registered
representatives and employees of dealers who have entered into agreements with
AIM Distributors (or financial institutions that have arrangements with such
dealers with respect to the sale of shares of the AIM Funds) and any member of
the immediate family (including spouse, children, parents and parents of spouse)
of any such person, provided that purchases at net asset value are permitted by
the policies of such person's employer; (h) certain broker-dealers, investment
advisers or bank trust departments that provide asset allocation, similar
specialized investment services or investment company transaction services for
their customers, that charge a minimum annual fee for such services, and that
have entered into an agreement with AIM Distributors with respect to their use
of the AIM Funds in connection with such services; (i) employees of Triformis
Inc.; (j) shareholders of any of the AIM/GT Funds as of April 30, 1987 who since
that date continually have owned shares of one or more of the AIM/GT Funds; and
(k) certain former AMA Investment Advisers' shareholders who became shareholders
of the AIM Health Care Fund in October 1989, and who have
    
 
                               Prospectus Page 30
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
continuously held shares in the AIM/GT Funds since that time, and (l) former or
current Class A shareholders of The AIM Family of Funds, but only to the extent
that their purchase order is entered with an instruction to have all or a
portion of the proceeds from a concurrent redemption of Class A shares of The
AIM Family of Funds (on which a sales charge was paid) invested in Class A
shares of the AIM/GT Funds.
    
 
   
In addition, shares of any AIM/GT Fund may be purchased at net asset value,
without payment of a sales charge, by pension, profit-sharing or other employee
benefit plans created pursuant to a plan qualified under Section 401 of the Code
or plans under Section 457 of the Code, or employee benefit plans created
pursuant to Section 403(b) of the Code and sponsored by nonprofit organizations
defined under Section 501(c)(3) of the Code. Such plans will qualify for
purchases at net asset value provided that (1) the total amount invested in the
plan is at least $1,000,000, (2) the sponsor signs a $1,000,000 Letter of
Intent, (3) such shares are purchased by an employer-sponsored plan with at
least 100 eligible employees, or (4) all of the plan's transactions are executed
through a single financial institution or service organization who has entered
into an agreement with AIM Distributors with respect to their use of the AIM/GT
Funds in connection with such accounts. Section 403(b) plans sponsored by public
educational institutions will not be eligible for net asset value purchases
based on the aggregate investment made by the plan or the number of eligible
employees. Participants in such plans will be eligible for reduced sales charges
based solely on the aggregate value of their individual investments in the
applicable AIM/GT Fund. AIM Distributors may pay investment dealers or other
financial service firms for share purchases of the AIM/GT Funds sold at net
asset value to an employee benefit plan in accordance with this paragraph as
follows: 1% of the first $2 million of such purchases, plus 0.80% of the next $1
million of such purchases, plus 0.50% of the next $17 million of such purchases,
and plus 0.25% of amounts in excess of $20 million of such purchases.
    
 
   
FOR ANY FUND NAMED ON THE COVER PAGE OF THIS PROSPECTUS, AIM DISTRIBUTORS AND
ITS AGENTS RESERVE THE RIGHT AT ANY TIME (1) TO WITHDRAW ALL OR ANY PART OF THE
OFFERING MADE BY THIS PROSPECTUS; (2) TO REJECT ANY PURCHASE OR EXCHANGE ORDER
OR TO CANCEL ANY PURCHASE DUE TO NONPAYMENT OF THE PURCHASE PRICE; (3) TO
INCREASE, WAIVE OR LOWER THE MINIMUM INVESTMENT REQUIREMENTS; OR (4) TO MODIFY
ANY OF THE TERMS OR CONDITIONS OF PURCHASE OF SHARES OF SUCH FUND. For any Fund
named on the cover page, AIM Distributors and its agents will use their best
efforts to provide notice of any such actions through correspondence with
broker-dealers and existing shareholders, supplements to the AIM/GT Funds'
prospectuses, or other appropriate means, and will provide sixty (60) days'
notice in the case of termination or material modification to the exchange
privilege discussed under the caption "How to Make Exchanges."
    
 
   
REINSTATEMENT PRIVILEGE. Shareholders who redeem their Class A shares in a Fund
have a one-time privilege of reinstating their investment by investing the
proceeds of the redemption at net asset value without a sales charge in Class A
shares of the Fund and/or one or more of the other AIM/GT Funds. The Transfer
Agent must receive from the investor or the investor's broker within 180 days
after the date of the redemption both a written request for reinvestment and a
check not exceeding the amount of the redemption proceeds. The reinstatement
purchase will be effected at the net asset value per share next determined after
such receipt. Gain on the redemption is taxable notwithstanding exercise of the
reinvestment privilege (although loss thereon might not be deductible as a
result of such exercise). See "Dividends, Other Distributions and Federal Income
Taxation."
    
 
REDUCED SALES CHARGE PLANS. Class A shares may be purchased at reduced sales
charges either through the Right of Accumulation or under a Letter of Intent.
Investors should contact their Financial Institution or the Transfer Agent for
more information.
 
   
RIGHT OF ACCUMULATION. Pursuant to the Right of Accumulation, investors are
permitted to purchase shares of the Funds at the sales charge applicable to the
total of (a) the dollar amount then being purchased plus (b) the dollar amount
of the investor's concurrent purchases of the other AIM Funds (other than AIM
Dollar Fund, AIM Cash Reserve Shares of AIM Money Market Fund and AIM Tax-Exempt
Cash Fund) plus (c) the price of all shares of AIM Funds (other than shares of
AIM Dollar Fund, AIM Cash Reserve Shares of AIM Money Market Fund and AIM
Tax-Exempt Cash Fund) already held by the investor. To receive the Right of
Accumulation, at the time of purchase investors must give their Financial
Institution, the
    
 
                               Prospectus Page 31
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
Transfer Agent or AIM Distributors sufficient information to permit confirmation
of qualification. THE FOREGOING RIGHT OF ACCUMULATION APPLIES ONLY TO CLASS A
SHARES OF THE FUNDS AND OTHER AIM/ GT FUNDS (OTHER THAN AIM DOLLAR FUND).
    
 
   
LETTER OF INTENT. In executing a Letter of Intent ("LOI") an investor indicates
an aggregate investment amount he or she intends to invest in the Class A shares
of the Funds and the Class A shares of other AIM Funds (other than shares of AIM
Dollar Fund, AIM Cash Reserve Shares of AIM Money Market Fund and AIM Tax-Exempt
Cash Fund) in the following thirteen months. The LOI is included as part of the
Account Application located at the end of this Prospectus. The sales charge
applicable to that aggregate amount then becomes the applicable sales charge on
all purchases made concurrently with the execution of the LOI and in the
thirteen months following that execution. If an investor executes an LOI within
90 days of a prior purchase of AIM/GT Fund Class A shares (other than shares of
AIM Dollar Fund), the prior purchase may be included under the LOI and an
appropriate adjustment, if any, with respect to the sales charges paid by the
investor in connection with the prior purchase will be made, based on the
then-current net asset value(s) of the pertinent Fund(s). To receive a reduction
in the initial sales charge, at the time of purchase, investors must give their
Financial Institution, the Transfer Agent or AIM Distributors sufficient
information to permit confirmation of qualification.
    
 
   
If at the end of the thirteen month period covered by the LOI the total amount
of purchases does not equal the amount indicated, the investor will be required
to pay the difference between the sales charges paid at the reduced rate and the
sales charges applicable to the purchases actually made. Shares having a value
equal to 5% of the amount specified in the LOI will be held in escrow during the
thirteen month period (while remaining registered in the investor's name) and
are subject to redemption to assure any necessary payment to AIM Distributors of
a higher applicable sales charge.
    
 
   
For purposes of an LOI, any registered investment adviser, trust company or bank
trust department which exercises investment discretion and which intends within
thirteen months to invest $500,000 or more, can be treated as a single
purchaser, provided further that such entity places all purchase and redemption
orders. Such entities should be prepared to establish their qualification for
such treatment. THE FOREGOING LOI WILL APPLY ONLY TO CLASS A SHARES OF THE FUNDS
AND OTHER AIM/GT FUNDS (OTHER THAN AIM DOLLAR FUND).
    
 
   
CONTINGENT DEFERRED SALES CHARGE. A CONTINGENT DEFERRED SALES CHARGE OF 1%
APPLIES TO PURCHASES OF CLASS A SHARES OF $1,000,000 OR MORE THAT ARE REDEEMED
WITHIN 18 MONTHS OF THE DATE OF PURCHASE. This charge will be 1% of the lesser
of the value of the shares redeemed (excluding reinvested dividends and capital
gain distributions) or the total original cost of such shares. In determining
whether a contingent deferred sales charge is payable, and the amount of any
such charge, shares not subject to the contingent deferred sales charge are
redeemed first (including shares purchased by reinvested dividends and capital
gains distributions and amounts representing increases from capital
appreciation), and then other shares are redeemed in the order of purchase. No
such charge will be imposed upon exchanges unless the shares acquired by
exchange are redeemed within 18 months of the date the shares were originally
purchased. For purposes of computing this 18 MONTH PERIOD, shares of any AIM/GT
Fund which were acquired through an exchange of shares which previously were
subject to the 1% contingent deferred sales charge will be credited with the
period of time such exchanged shares were held. The charge will be waived in the
following circumstances: (l) redemptions of shares by employee benefit plans
("Plans") qualified under Sections 401 or 457 of the Code, or Plans created
under Section 403(b) of the Code and sponsored by nonprofit organizations as
defined under Section 501(c)(3) of the Code, where shares are being redeemed in
connection with employee terminations or withdrawals, and (a) the total amount
invested in a Plan is at least $1,000,000, (b) the sponsor of a Plan signs a
letter of intent to invest at least $1,000,000 in one or more of the AIM Funds,
or (c) the shares being redeemed were purchased by an employer-sponsored Plan
with at least 100 eligible employees; provided, however, that Plans created
under Section 403(b) of the Code which are sponsored by public educational
institutions shall qualify under (a), (b) or (c) above on the basis of the value
of each Plan participant's aggregate investment in the AIM Funds and not on the
aggregate investment made by the Plan or on the number of eligible employees;
(2) redemptions of shares following the death or post-purchase disability, as
defined in Section 72(m)(7) of the Code, of a shareholder or a settlor of a
living trust; (3) redemptions of shares purchased at net asset value by private
foundations or endowment funds where the initial amount invested was at least
$1,000,000; (4) redemptions of shares purchased by an investor in amounts of
$1,000,000 or more where such investor's dealer of
    
 
                               Prospectus Page 32
<PAGE>
                            AIM GLOBAL INCOME FUNDS
record, due to the nature of the investor's account, notifies AIM Distributors
prior to the time of investment that the dealer waives the payments otherwise
payable to the dealer by AIM Distributors; and (5) pursuant to a Systematic
Withdrawal Plan, provided that amounts withdrawn under such plan do not exceed
on an annual basis 12% of the value of the shareholder's investment in Class A
shares at the time the shareholder elects to participate in the Systematic
Withdrawal Plan. Shareholders who purchased $500,000 or more of Class A shares
prior to June 1, 1998 are entitled to certain waivers of the contingent deferred
sales charge on those shares as described in the Statement of Additional
Information under "Information Relating to Sales and Redemptions--Sales Charge
Waivers for Shares Purchased Prior to June 1, 1998".
 
                           PURCHASING CLASS B SHARES
 
   
Each Fund's public offering price for Class B shares is the next determined net
asset value per share. See "Calculation of Net Asset Value." No initial sales
charge is imposed. A contingent deferred sales charge, however, is imposed on
certain redemptions of Class B shares. Because Class B shares are sold without
an initial sales charge, the Fund receives the full amount of the investor's
purchase payment.
    
 
Class B shares may be redeemed on any business day at the net asset value per
share next determined following receipt of the redemption order, less the
applicable contingent deferred sales charge shown in the table below. No
deferred sales charge will be imposed (i) on redemptions of Class B shares
following six years from the date such shares were purchased, (ii) on Class B
shares acquired through reinvestments of dividends and distributions
attributable to Class B shares or (iii) on amounts that represent capital
appreciation in the shareholder's account above the purchase price of the Class
B shares.
 
<TABLE>
<CAPTION>
                             CONTINGENT DEFERRED SALES
                               CHARGE AS % OF DOLLAR
YEARS SINCE PURCHASE MADE    AMOUNT SUBJECT TO CHARGE
- ---------------------------  -------------------------
<S>                          <C>
First......................             5%
Second.....................             4%
Third......................             3%
Fourth.....................             3%
Fifth......................             2%
Sixth......................             1%
Seventh and Following......            None
</TABLE>
 
In determining whether a contingent deferred sales charge is applicable, it will
be assumed that a redemption is made first, of any shares held in the
shareholder's account that are not subject to such charge; second, of shares
derived from reinvestment of dividends and distributions; third, of shares held
for more than six years from the date such shares were purchased; and fourth, of
shares held less than six years from the date such shares were purchased. The
applicable sales charge will be applied against the lesser of the current market
value of shares redeemed or their original cost.
 
For example, assume an investor purchased 100 shares at $10 per share for a cost
of $1,000. Subsequently, the shareholder acquired 15 additional shares through
dividend reinvestment. During the second year after the purchase, the investor
decided to redeem $500 of his or her investment. Assuming at the time of the
redemption a net asset value of $11 per share, the value of the investor's
shares would be $1,265 (115 shares at $11 per share). The contingent deferred
sales charge would not be applied to the value of the reinvested dividend
shares. Therefore, the 15 shares currently valued at $165 would be redeemed
without a contingent deferred sales charge. The number of shares needed to fund
the remaining $335 of the redemption would equal 30.455. Using the lower of cost
or market price to determine the contingent deferred sales charge the original
purchase price of $10 per share would be used. The contingent deferred sales
charge calculation would therefore be 30.455 shares times $10 per share at a
contingent deferred sales charge rate of 4% (the applicable rate in the second
year after purchase) for a total contingent deferred sales charge of $12.18.
 
   
Class B shares that are acquired pursuant to the exchange privilege during a
tender offer by AIM Floating Rate Fund ("Floating Rate Fund") will be subject,
in lieu of the contingent deferred sales charge described above, to a contingent
deferred sales charge equivalent to the early withdrawal charge on the common
stock of the Floating Rate Fund. The purchase of Class B shares of the Fund will
be deemed to have occurred at the time of the initial purchase of the Floating
Rate Fund's common stock.
    
 
For federal income tax purposes, the amount of the contingent deferred sales
charge will reduce the gain or increase the loss, as the case may be, realized
on a redemption. The amount of any contingent deferred sales charge will be
payable to AIM Distributors.
 
CONTINGENT DEFERRED SALES CHARGE WAIVERS. Contingent deferred sales charges on
Class B shares will be waived on redemptions (1) following the death or
post-purchase disability, as defined in Section 72(m)(7) of the Code, of a
shareholder or a settlor of a living trust (provided AIM Distributors
 
                               Prospectus Page 33
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
is notified of such death or post-purchase disability at the time of the
redemption request and is provided with satisfactory evidence of such death or
post-purchase disability), (2) in connection with certain distributions from
individual retirement accounts, custodial accounts maintained pursuant to Code
Section 403(b), deferred compensation plans qualified under Code Section 457 and
plans qualified under Code Section 401 (collectively, "Retirement Plans"), (3)
pursuant to a Systematic Withdrawal Plan, provided that amounts withdrawn under
such plan do not exceed on an annual basis 12% of the value of the shareholder's
investment in Class B shares at the time the shareholder elects to participate
in the Systematic Withdrawal Plan, (4) effected pursuant to the right of a Fund
to liquidate a shareholder's account if the aggregate net asset value of shares
held in the account is less than the designated minimum account size described
in this Prospectus and (5) effected by AIM of its investment in Class B shares.
    
 
Waiver category (1) above applies only to redemptions of Class B shares held at
the time of death or initial determination of post-purchase disability. Waiver
category (2) above applies only to redemptions resulting from:
 
   
(i)  required minimum distributions to plan participants or beneficiaries who
    are age 70 1/2 or older, and only with respect to that portion of such
    distributions which does not exceed 12% annually of the participant's or
    beneficiary's account value in a particular AIM/GT Fund;
    
 
(ii) in-kind transfers of assets where the participant or beneficiary notifies
    AIM Distributors of such transfer no later than the time such transfer
    occurs;
 
   
(iii) tax-free rollovers or transfers of assets to another Retirement Plan
    invested in Class B shares of one or more AIM Funds;
    
 
(iv) tax-free returns of excess contributions or returns of excess deferral
    amounts; and
 
(v) distributions upon the death or disability (as defined in the Code) of the
    participant or beneficiary.
 
   
Shareholders who purchased Class B shares prior to June 1, 1998 are entitled to
certain waivers of the contingent deferred sales charge on those shares as
described in the Statement of Additional Information under "Information Relating
to Sales and Redemptions -- Sales Charge Waivers for Shares Purchased Prior to
June 1, 1998."
    
 
                             PROGRAMS APPLICABLE TO
                       CLASS A SHARES AND CLASS B SHARES
 
   
AUTOMATIC INVESTMENT PLAN. Investors may purchase either Class A or Class B
shares of a Fund through the Automatic Investment Plan. Under this Plan, an
amount specified by the shareholder of $100 or more (or $25 for IRAs, Code
Section 403(b)(7) custodial accounts and other tax-qualified employer-sponsored
retirement accounts) on a monthly or quarterly basis will be sent to the
Transfer Agent from the investor's bank for investment in the Fund. Participants
in the Automatic Investment Plan should not elect to receive dividends or other
distributions from a Fund in cash. A sales charge will be applied to each
automatic monthly purchase of Class A Fund shares in an amount determined in
accordance with the Right of Accumulation privilege described above. To
participate in the Automatic Investment Plan, investors should complete the
appropriate portion of the Supplemental Application provided at the end of this
Prospectus. Investors should contact their Financial Institution or AIM
Distributors for more information.
    
 
   
DOLLAR COST AVERAGING PROGRAM. Investors may purchase either Class A or Class B
shares of a Fund through the Dollar Cost Averaging Program whereby a shareholder
invests the same dollar amount each month. Accordingly, the investor purchases
more shares when a Fund's net asset value is relatively low and fewer shares
when a Fund's net asset value is relatively high. This can result in a lower
average cost-per-share than if the shareholder followed a less systematic
approach. Dollar cost averaging does not assure a profit and does not protect
against loss in declining markets. Because such a program involves continuous
investment in securities regardless of fluctuating price levels of such
securities, investors should consider their financial ability to continue
purchases when prices are declining.
    
 
   
A participant in the Dollar Cost Averaging Program first designates the size of
his or her monthly investment in a Fund ("Monthly Investment") after
participation in the Program begins. The Monthly Investment must be at least
$1,000. The investor then will make an initial investment of at least $10,000 in
the AIM Dollar Fund. Thereafter, each month an amount equal to the specified
Monthly Investment automatically will be redeemed from the AIM Dollar Fund and
invested in Fund shares. A sales charge will be applied to each automatic
monthly purchase of Class A Fund shares in an amount determined in accordance
with the Right of Accumulation privilege described above. Investors
    
 
                               Prospectus Page 34
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
should contact their Financial Institution or AIM Distributors for more
information.
    
 
   
PORTFOLIO REBALANCING PROGRAM. The Portfolio Rebalancing Program ("Program")
permits eligible shareholders to establish and maintain an allocation across a
range of AIM/GT Funds. The Program automatically rebalances holdings of AIM/ GT
Funds to the established allocation on a periodic basis. Under the Program, a
shareholder may predesignate, on a percentage basis, how the total value of his
or her holdings in a minimum of two, and a maximum of ten, AIM/GT Funds
("Personal Portfolio") is to be rebalanced on a monthly, quarterly, semiannual,
or annual basis.
    
 
   
Rebalancing under the Program will be effected through the exchange of shares of
one or more AIM/GT Funds in the shareholder's Personal Portfolio for shares of
the same class(es) of one or more other AIM/GT Funds in the shareholder's
Personal Portfolio. See "How to Make Exchanges." If shares of the AIM/GT Fund(s)
in a shareholder's Personal Portfolio have appreciated during a rebalancing
period, the Program will result in shares of AIM/GT Fund(s) that have
appreciated most during the period being exchanged for shares of AIM/GT Fund(s)
that have appreciated least. SUCH EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A
SHAREHOLDER'S REALIZING A GAIN OR LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME
TAX PURPOSES. See "Dividends, Other Distributions and Federal Income Taxation."
Participation in the Program does not assure that a shareholder will profit from
purchases under the Program nor does it prevent or lessen losses in a declining
market.
    
 
   
The Program will automatically rebalance the shareholder's Personal Portfolio on
the 28th day of the last month of the period chosen (or the immediately
preceding business day if the 28th is not a business day), subject to any
limitations below. The Program will not execute an exchange if the variance in a
shareholder's Personal Portfolio for a particular AIM/GT Fund would be 2% or
less. In predesignating percentages, shareholders must use whole percentages and
totals must equal 100%. Shareholders participating in the Program may not
request issuance of physical certificates representing a Fund's shares. The
AIM/GT Funds and AIM Distributors reserve the right to modify, suspend, or
terminate the Program at any time on 60 days' prior written notice to
shareholders. A request to participate in the Program must be received in good
order at least five business days prior to the next rebalancing date. Once a
shareholder establishes the Program for his or her Personal Portfolio, a
shareholder cannot cancel or change which rebalancing frequency, which AIM/ GT
Funds or what allocation percentages are assigned to the Program, unless
canceled or changed in writing and received by the Transfer Agent in good order
at least five business days prior to the rebalancing date. Shareholders
participating in the Program may also participate in the Right of Accumulation,
Letter of Intent and Dollar Cost Averaging programs. Certain Financial
Institutions may charge a fee for establishing accounts relating to the Program.
Investors should contact their Financial Institution or AIM Distributors for
more information.
    
 
                               Prospectus Page 35
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
                             HOW TO MAKE EXCHANGES
    
 
- --------------------------------------------------------------------------------
 
   
Shares of a Fund may be exchanged for shares of the same class of any other
AIM/GT Fund, based on their respective net asset values without imposition of
any sales charges, provided that the registration remains identical. Exchange
requests received in good order by the Transfer Agent before the close of
regular trading on the NYSE on any Business Day will be processed at the net
asset value calculated on that day.
    
 
   
EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A SHAREHOLDER REALIZING A GAIN OR
LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME TAX PURPOSES. See "Dividends, Other
Distributions and Federal Income Taxation." In addition to the Funds, the AIM/GT
Funds include the following:
    
 
   
  - AIM AMERICA VALUE FUND
    
   
  - AIM DEVELOPING MARKETS FUND
    
   
  - AIM DOLLAR FUND
    
   
  - AIM EMERGING MARKETS FUND
    
   
  - AIM EUROPE GROWTH FUND
    
   
  - AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
    
   
  - AIM GLOBAL FINANCIAL SERVICES FUND
    
   
  - AIM GLOBAL GROWTH & INCOME FUND
    
   
  - AIM GLOBAL HEALTH CARE FUND
    
   
  - AIM GLOBAL INFRASTRUCTURE FUND
    
   
  - AIM GLOBAL NATURAL RESOURCES FUND
    
   
  - AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
  - AIM INTERNATIONAL GROWTH FUND
    
   
  - AIM JAPAN GROWTH FUND
    
   
  - AIM LATIN AMERICAN GROWTH FUND
    
   
  - AIM MID CAP GROWTH FUND
    
   
  - AIM NEW DIMENSION FUND
    
   
  - AIM NEW PACIFIC GROWTH FUND
    
   
  - AIM SMALL CAP EQUITY FUND
    
   
  - AIM WORLDWIDE GROWTH FUND
    
 
   
An investor interested in making an exchange should contact his or her Financial
Institution or the Transfer Agent to request the prospectus of the other mutual
fund(s) being considered. Certain Financial Institutions may charge a fee for
handling exchanges. The terms of the exchange offer may be modified at any time,
on 60 days' prior written notice.
    
 
   
EXCHANGES BY TELEPHONE. A shareholder may give exchange instructions to the
shareholder's Financial Institution or the Transfer Agent by telephone at the
appropriate toll-free number provided in the Shareholder Account Manual.
Exchange orders will be accepted by telephone provided that the exchange
involves only uncertificated shares on deposit in the shareholder's account or
for which certificates have previously been deposited. Shareholders
automatically have telephone privileges to authorize exchanges. The Funds, AIM
Distributors and the Transfer Agent will not be liable for any loss or damage
for acting in good faith upon instructions received by telephone and reasonably
believed to be genuine. The Funds employ reasonable procedures to confirm that
instructions communicated by telephone are genuine prior to acting upon
instructions received by telephone, including requiring some form of personal
identification, providing written confirmation of such transactions, and/or tape
recording of telephone instructions.
    
 
   
EXCHANGES BY MAIL. Exchange orders should be sent by mail to the shareholder's
Financial Institution or to the Transfer Agent at the address set forth in the
Shareholder Account Manual.
    
 
   
EXCHANGES WITH THE AIM FAMILY OF FUNDS. Currently no exchanges are permitted
between the Funds and funds of The AIM Family of Funds. However, it is
anticipated that such exchanges will be offered prior to October 1, 1998. In
addition, as of the date of this prospectus, Class A shares of a Fund may be
redeemed and the proceeds invested without imposition of a front-end sales
charge in Class A shares of funds of The AIM Family of Funds upon receipt of the
redemption proceeds by the transfer agent of The AIM Family of Funds.
    
 
                               Prospectus Page 36
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
The AIM Family of Funds includes the following funds:
    
 
   
  - AIM ADVISOR FLEX FUND
    
   
  - AIM ADVISOR INTERNATIONAL VALUE FUND
    
   
  - AIM ADVISOR LARGE CAP VALUE FUND
    
   
  - AIM ADVISOR MULTIFLEX FUND
    
   
  - AIM ADVISOR REAL ESTATE FUND
    
   
  - AIM ASIAN GROWTH FUND
    
   
  - AIM BALANCED FUND
    
   
  - AIM BLUE CHIP FUND
    
   
  - AIM CAPITAL DEVELOPMENT FUND
    
   
  - AIM CHARTER FUND
    
   
  - AIM CONSTELLATION FUND
    
   
  - AIM EUROPEAN DEVELOPMENT FUND
    
   
  - AIM GLOBAL AGGRESSIVE GROWTH FUND
    
   
  - AIM GLOBAL GROWTH FUND
    
   
  - AIM GLOBAL INCOME FUND
    
   
  - AIM GLOBAL UTILITIES FUND
    
   
  - AIM HIGH INCOME MUNICIPAL FUND
    
   
  - AIM HIGH YIELD FUND
    
   
  - AIM INCOME FUND
    
   
  - AIM INTERMEDIATE GOVERNMENT FUND
    
   
  - AIM INTERNATIONAL EQUITY FUND
    
   
  - AIM LIMITED MATURITY TREASURY FUND
    
   
  - AIM MONEY MARKET FUND
    
   
  - AIM MUNICIPAL BOND FUND
    
   
  - AIM SELECT GROWTH FUND
    
   
  - AIM TAX-EXEMPT BOND FUND OF CONNECTICUT
    
   
  - AIM TAX-EXEMPT CASH FUND
    
   
  - AIM TAX-FREE INTERMEDIATE FUND
    
   
  - AIM VALUE FUND
    
   
  - AIM WEINGARTEN FUND
    
 
   
An investor interested in making a net asset value purchase of The AIM Family of
Funds should contact his or her Financial Institution or the Transfer Agent to
request the prospectus of the other mutual fund(s) being considered. Certain
Financial Institutions may charge a fee for handling net asset value purchases.
    
 
   
LIMITATIONS ON PURCHASE ORDERS AND EXCHANGES. The AIM/GT Funds are not intended
to serve as vehicles for frequent trading in response to short-term fluctuations
in the market. Due to the disruptive effect that market-timing investment
strategies and excessive trading can have on efficient portfolio management,
each AIM/GT Fund and AIM Distributors reserve the right to refuse purchase
orders and exchanges by any person or group, if, in the Sub-adviser's judgment,
such person or group was following a market-timing strategy or was otherwise
engaging in excessive trading.
    
 
   
In addition, each AIM/GT Fund and AIM Distributors reserve the right to refuse
purchase orders and exchanges by any person or group if, in the Sub-adviser's
judgment, the Fund would not be able to invest the money effectively in
accordance with that Fund's investment objective and policies or would otherwise
potentially be adversely affected. Although an AIM/GT Fund will attempt to give
investors prior notice whenever it is reasonably able to do so, it may impose
the above restrictions at any time.
    
 
   
Finally, as described above, each AIM/GT Fund and AIM Distributors reserve the
right to reject any purchase order.
    
 
                               Prospectus Page 37
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                              HOW TO REDEEM SHARES
 
- --------------------------------------------------------------------------------
 
Shares of each Fund may be redeemed at their net asset value (subject to any
applicable contingent deferred sales charge for Class B shares or, in limited
circumstances, Class A shares) and redemption proceeds will be sent within seven
days of the execution of a redemption request. If a redeeming shareholder owns
more than one class of shares, the shareholder must specify the class of shares
to be redeemed.
 
REDEMPTIONS THROUGH FINANCIAL INSTITUTIONS. Shareholders with accounts at
Financial Institutions that sell shares of a Fund may submit redemption requests
to such Financial Institutions. If the shares are held in the name of the
Financial Institution the redemption must be made through the Financial
Institution. Financial Institutions may honor a redemption request either by
repurchasing shares from a redeeming shareholder at the net asset value next
determined after the Financial Institution receives the request or by forwarding
such requests to the Transfer Agent (see "How to Redeem Shares -- Redemptions
Through the Transfer Agent"). Redemption proceeds normally will be paid by check
or, if offered by the Financial Institution, credited to the shareholder's
account at the Financial Institution at the election of the shareholder.
Financial Institutions may impose a service charge for handling redemption
transactions placed through them and may have other requirements concerning
redemptions. Accordingly, shareholders should contact their Financial
Institution for more details.
 
REDEMPTIONS THROUGH THE TRANSFER AGENT. Redemption requests may be transmitted
to the Transfer Agent by telephone or by mail, in accordance with the
instructions provided in the Shareholder Account Manual. Redemptions will be
effected at the net asset value (less any applicable contingent deferred sales
charge for Class B shares or, in limited circumstances, Class A shares) next
determined after the Transfer Agent has received the request or after an
Authorized Institution has received the request, provided that the request is
transmitted to the Transfer Agent prior to the time set for receipt of such
redemption requests. Redemptions will only be effected if the request is
received in good order and accompanied by any required supporting documentation.
Redemption requests will not require a signature guarantee if the redemption
proceeds are to be sent either: (i) to the redeeming shareholder at the
shareholder's address of record as maintained by the Transfer Agent, provided
the shareholder's address of record has not been changed within the preceding
fifteen days; or (ii) directly to a pre-designated bank, savings and loan or
credit union account ("Pre-Designated Account"). ALL OTHER REDEMPTION REQUESTS
MUST BE ACCOMPANIED BY A SIGNATURE GUARANTEE OF THE REDEEMING SHAREHOLDER'S
SIGNATURE. A signature guarantee can be obtained from any bank, U.S. trust
company, a member firm of a U.S. stock exchange or a foreign branch of any of
the foregoing or other eligible guarantor institution. A notary public is not an
acceptable guarantor. A shareholder with questions concerning a Fund's signature
guarantee requirement should contact the Transfer Agent.
 
Shareholders may qualify to have redemption proceeds sent to a Pre-Designated
Account by completing the appropriate section of the Account Application at the
end of this Prospectus. Shareholders with Pre-Designated Accounts should request
that redemption proceeds be sent either by bank wire or by check. The minimum
redemption amount for a bank wire is $500. Shareholders requesting a bank wire
should allow two business days from the time the redemption request is effected
for the proceeds to be deposited in the shareholder's Pre-Designated Account.
See "How to Redeem Shares -- Other Important Redemption Information."
Shareholders may change their Pre-Designated Accounts only by a letter of
instruction to the Transfer Agent containing all account signatures, each of
which must be guaranteed. The Transfer Agent currently does not charge a bank
wire service fee for each wire redemption sent, but reserves the right to do so
in the future. The shareholder's bank may charge a bank wire service fee.
 
REDEMPTIONS BY TELEPHONE. Redemption requests may be made by telephone by
calling the Transfer Agent at the appropriate toll-free number provided in the
Shareholder Account Manual.
 
                               Prospectus Page 38
<PAGE>
                            AIM GLOBAL INCOME FUNDS
Shareholders who hold certificates for shares may not redeem by telephone.
REDEMPTION REQUESTS MAY NOT BE MADE BY TELEPHONE FOR FIFTEEN DAYS FOLLOWING ANY
CHANGE OF THE SHAREHOLDER'S ADDRESS OF RECORD.
 
Shareholders automatically have telephone privileges to authorize redemptions.
The Funds, AIM Distributors and the Transfer Agent will not be liable for any
loss or damage for acting in good faith upon instructions received by telephone
and reasonably believed to be genuine. The Fund employs reasonable procedures to
confirm that instructions communicated by telephone are genuine prior to acting
upon instructions received by telephone, including requiring some form of
personal identification, providing written confirmation of such transactions,
and/or tape recording of telephone instructions.
 
REDEMPTIONS BY MAIL. Redemption requests should be mailed directly to the
Transfer Agent at the appropriate address provided in the Shareholder Account
Manual. As discussed above, requests for payment of redemption proceeds to a
party other than the shareholder of record and/or requests that redemption
proceeds be mailed to an address other than the shareholder's address of record
require a signature guarantee. In addition, if the shareholder's address of
record has been changed within the preceding fifteen days, a signature guarantee
is required. Redemptions of shares for which certificates have been issued must
be accompanied by properly endorsed share certificates.
 
   
SYSTEMATIC WITHDRAWAL PLAN. Shareholders owning shares with a value of $10,000
or more may participate in the Systematic Withdrawal Plan. A participating
shareholder will receive proceeds from monthly, quarterly or annual redemptions
of Fund shares with respect to either Class A or Class B shares. No contingent
deferred sales charge will be imposed on redemptions made under the Systematic
Withdrawal Plan. The minimum withdrawal amount is $100. The amount or percentage
a participating shareholder specifies to be redeemed may not, on an annualized
basis, exceed 12% of the value of the account, as of the time the shareholder
elects to participate in the Systematic Withdrawal Plan. To participate in the
Systematic Withdrawal Plan, investors should complete the appropriate portion of
the Supplemental Application provided at the end of this Prospectus. Investors
should contact their Financial Institution or the Transfer Agent for more
information. With respect to Class A shares, participation in the Systematic
Withdrawal Plan concurrent with purchases of Class A shares of the Fund may be
disadvantageous to investors because of the sales charges involved and possible
tax implications, and therefore is discouraged. In addition, shareholders who
participate in the Systematic Withdrawal Plan should not elect to reinvest
dividends or other distributions in additional Fund shares. Systematic
withdrawal plans offered by Financial Institutions may have different features.
Accordingly, shareholders should contact their Financial Institution for more
details.
    
 
CHECKWRITING -- GOVERNMENT INCOME FUND -- CLASS A SHARES. Class A shareholders
of Government Income Fund may redeem their Government Income Fund shares by
writing checks, a supply of which may be obtained through the Transfer Agent,
against their Government Income Fund accounts. The minimum check amount is $300.
When the check is presented to the Transfer Agent for payment, the Transfer
Agent will cause the Government Income Fund to redeem a sufficient number of
Class A shares to cover the amount of the check. This procedure enables the
shareholder to continue receiving dividends on those shares until such time as
the check is presented to the Transfer Agent for payment. Cancelled checks are
not returned. However, such shareholders may obtain photocopies of their
cancelled checks upon request. If a shareholder does not own sufficient Class A
shares to cover a check, the check will be returned to the payee marked
"nonsufficient funds." Checks written in amounts less than $300 also will be
returned. The Government Income Fund and the Transfer Agent reserve the right to
terminate or modify the checkwriting service at any time or to impose a service
charge in connection with it.
 
Because the aggregate amount of Government Income Fund Class A shares owned by a
shareholder is likely to change each day, shareholders should not attempt to
redeem all of their Government Income Fund shares held in their accounts by
using the check redemption procedure. Charges may be imposed for specially
imprinted checks, business checks, copies of cancelled checks, stop payment
orders, checks returned "nonsufficient funds" and checks returned because they
are written for less than $300. These charges will be paid by redeeming
automatically an appropriate number of Government Income Fund Class A shares.
 
Shareholders of Government Income Fund Class A shares who are interested in
checkwriting should
 
                               Prospectus Page 39
<PAGE>
                            AIM GLOBAL INCOME FUNDS
obtain the necessary forms by calling the Transfer Agent at the number provided
in the Shareholder Account Manual. Checkwriting generally is not available to
persons who hold Government Income Fund Class A shares in tax-deferred
retirement plan accounts.
 
OTHER IMPORTANT REDEMPTION INFORMATION. A request for redemption will not be
processed until all of the necessary documentation has been received in good
order. A shareholder in doubt as to what documents are required should contact
his Financial Institution or the Transfer Agent.
 
   
Except in extraordinary circumstances and as permitted under the 1940 Act,
payment for shares redeemed by telephone, or by mail will be made promptly after
receipt of a redemption request, if in good order, but not later than seven days
after the date the request is executed. Requests for redemption which are
subject to any special conditions or which specify a future or past effective
date cannot be accepted.
    
 
If the Transfer Agent is requested to redeem shares for which a Fund has not yet
received good payment, the Fund may delay payment of redemption proceeds until
the Transfer Agent has assured itself that good payment has been collected for
the purchase of the shares. In the case of purchases by check it can take up to
10 business days to confirm that the check has cleared and good payment has been
received. Redemption proceeds will not be delayed when shares have been paid for
by wire or when the investor's account holds a sufficient number of shares for
which funds already have been collected.
 
A Fund may redeem the shares of any shareholder whose account is reduced to less
than $500 in net asset value through redemptions or other action by the
shareholder. Written notice will be given to the shareholder at least 60 days
prior to the date fixed for such redemption, during which time the shareholder
may increase his or her holdings to an aggregate amount of $500 or more (with a
minimum purchase of $100).
 
                               Prospectus Page 40
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                           SHAREHOLDER ACCOUNT MANUAL
 
- --------------------------------------------------------------------------------
 
   
Shareholders are encouraged to place purchase, exchange and redemption orders
through their Financial Institutions. Shareholders also may place such orders
directly in accordance with this Manual. See "How to Invest," "How to Make
Exchanges," "How to Redeem Shares" and "Dividends, Other Distributions, and
Federal Income Taxation" for more information.
    
 
Each Fund's Transfer Agent is GT GLOBAL INVESTOR SERVICES, INC.
 
INVESTMENTS BY MAIL
Send the completed Account Application (if initial purchase) or letter stating
Fund name, class of shares, shareholder's registered name and account number (if
subsequent purchase) with a check to:
 
   
    AIM/GT Funds
    P.O. Box 7345
    San Francisco, CA 94120-7345
    
 
INVESTMENTS BY BANK WIRE
An investor opening a new account should call 1-800-223-2138 to obtain an
account number. WITHIN SEVEN DAYS OF PURCHASE A COMPLETED ACCOUNT APPLICATION
CONTAINING THE INVESTOR'S CERTIFIED TAXPAYER IDENTIFICATION NUMBER MUST BE SENT
TO THE ADDRESS PROVIDED ABOVE UNDER "INVESTMENTS BY MAIL." Wire instructions
must state Fund name, class of shares, shareholder's registered name and account
number. Bank wires should be sent through the Federal Reserve Bank Wire System
to:
 
    WELLS FARGO BANK N.A.
    ABA 121000248
    Attn: GT GLOBAL
         Account No. 4023-050701
 
EXCHANGES BY TELEPHONE
Call the Transfer Agent at 1-800-223-2138.
 
EXCHANGES BY MAIL
   
Send complete instructions, including name of Fund exchanging from, class of
shares, amount of exchange, name of the AIM/GT Fund exchanging into,
shareholder's registered name and account number, to:
    
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
REDEMPTIONS BY TELEPHONE
Call the Transfer Agent at 1-800-223-2138.
 
REDEMPTIONS BY MAIL
Send complete instructions, including name of Fund, class of shares, amount of
redemption, shareholder's registered name and account number, to:
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
OVERNIGHT MAIL
Overnight mail services do not deliver to post office boxes. To send purchase,
exchange or redemption orders by overnight mail, follow the above instructions
but send to the following address:
 
    GT Global Investor Services, Inc.
    California Plaza
    2121 N. California Boulevard
    Suite 450
    Walnut Creek, CA 94596
 
ADDITIONAL QUESTIONS
Shareholders with additional questions regarding purchase, exchange and
redemption procedures should call the Transfer Agent at 1-800-223-2138.
 
                               Prospectus Page 41
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                         CALCULATION OF NET ASSET VALUE
 
- --------------------------------------------------------------------------------
 
Each Fund calculates its net asset value as of the close of normal trading on
the NYSE (currently 4:00 p.m., Eastern Time, unless weather, equipment failure
or other factors contribute to an earlier closing time) each Business Day. Each
Fund's net asset value per share is computed by determining the value of its
total assets (which, in the case of the High Income Fund, is the value of its
proportionate share of the total assets of the Portfolio) subtracting all of its
liabilities, and dividing the result by the total number of shares outstanding
at such time. Net asset value is determined separately for each class of shares
of each Fund.
 
Long-term debt obligations held by a Fund or the Portfolio are valued at the
mean of representative quoted bid and asked prices for such securities or, if
such prices are not available, at prices for securities of comparable maturity,
quality and type; however, when the Sub-adviser deems it appropriate, prices
obtained from a bond pricing service will be used. Short-term debt investments
are amortized to maturity based on their cost, adjusted for foreign exchange
translation and market fluctuations, provided such valuations represent fair
value. Equity securities are valued at the last sale price on the exchange or in
the OTC market in which such securities are primarily 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. When market quotations for futures and options
positions held by a Fund or the Portfolio are readily available, those positions
are valued based upon such quotations.
 
   
Securities and other assets for which market quotations are not readily
available are valued at fair value determined in good faith by or under the
direction of the Company's Board of Directors or the Portfolio's Board of
Trustees. Securities and other assets quoted in foreign currencies are valued in
U.S. dollars based on the prevailing exchange rates on that day.
    
 
Each Fund's or the Portfolio's portfolio securities, from time to time, may be
listed primarily on foreign exchanges or OTC dealer markets that may trade on
days when the NYSE is closed (such as Saturday). As a result, the net asset
value of a Fund may be significantly affected by such trading on days when
shareholders cannot purchase or redeem shares of that Fund.
 
   
The different service and distribution fees borne by each class of shares of
each Fund will result in different net asset values. The net asset value of the
Class B shares of a Fund generally will be lower than that of the Class A shares
of that Fund because of the higher service and distribution fees borne by the
Class B shares. The net asset value of the Advisor Class shares of a Fund
generally will be higher than that of the Class A and Class B shares of that
Fund because of the absence of any service and distribution fees applicable to
the Advisor Class shares. It is expected, however, that the net asset value per
share of the classes of a Fund will tend to converge immediately after the
payment of dividends, which will differ by approximately the amount of the
service and distribution fee accrual differential between the classes.
    
 
                               Prospectus Page 42
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                         DIVIDENDS, OTHER DISTRIBUTIONS
                          AND FEDERAL INCOME TAXATION
 
- --------------------------------------------------------------------------------
 
DIVIDENDS AND OTHER DISTRIBUTIONS. Each Fund declares and pays monthly dividends
from its net investment income, if any, which includes accrued interest, earned
discount (including both original issue and market discounts) and dividends less
applicable expenses. Each Fund also annually distributes substantially all of
its realized net capital gains and net gains from foreign currency transactions,
if any. Each Fund may make an additional dividend or other distribution each
year if necessary to avoid a 4% excise tax on certain undistributed income and
gain.
 
Dividends and other distributions paid by each Fund with respect to all classes
of its shares are calculated in the same manner and at the same time. The per
share income dividends on Class B shares of a Fund will be lower than the per
share income dividends on Class A shares of that Fund as a result of the higher
service and distribution fees applicable to Class B shares; and the per share
income dividends on both such classes of shares of a Fund will be lower than the
per share income dividends on the Advisor Class shares of that Fund as a result
of the absence of any service and distribution fees applicable to Advisor Class
shares. SHAREHOLDERS MAY ELECT:
 
   
/ / to have all dividends and other distributions automatically reinvested in
    additional Fund shares of the distributing class (or in shares of the
    corresponding class of other AIM/GT Funds); or
    
 
   
/ / to receive dividends in cash and have other distributions automatically
    reinvested in additional Fund shares of the distributing class (or in shares
    of the corresponding class of other AIM/GT Funds); or
    
 
   
/ / to receive other distributions in cash and have dividends automatically
    reinvested in additional Fund shares of the distributing class (or in shares
    of the corresponding class of other AIM/ GT Funds); or
    
 
/ / to receive dividends and other distributions in cash.
 
   
Automatic reinvestments in additional shares are made at net asset value without
imposition of a sales charge. IF NO ELECTION IS MADE BY A SHAREHOLDER, ALL
DIVIDENDS AND OTHER DISTRIBUTIONS WILL BE AUTOMATICALLY REINVESTED IN ADDITIONAL
FUND SHARES OF THE DISTRIBUTING CLASS. Reinvestments in another AIM/GT Fund may
only be directed to an account with the identical shareholder registration and
account number. These elections may be changed by a shareholder at any time; to
be effective with respect to a distribution, the shareholder or the
shareholder's broker must contact the Transfer Agent by mail or telephone at
least 15 Business Days prior to the payment date. THE FEDERAL INCOME TAX
CONSEQUENCES OF DIVIDENDS AND OTHER DISTRIBUTIONS ARE THE SAME WHETHER THEY ARE
RECEIVED IN CASH OR REINVESTED IN ADDITIONAL SHARES.
    
 
Any dividend or other distribution paid by a Fund has the effect of reducing the
net asset value per share on the ex-dividend date by the amount thereof.
Therefore, a dividend or other distribution paid shortly after a purchase of
shares would represent, in substance, a return of capital to the shareholder (to
the extent the distribution is paid on the shares so purchased), even though
subject to income tax, as discussed below.
 
TAXES. Each Fund intends to continue to qualify for treatment as a regulated
investment company under the Code. In each taxable year that a Fund so
qualifies, the Fund (but not its shareholders) will be relieved of federal
income tax on that part of its investment company taxable income (consisting
generally of net investment income, net gains from certain foreign currency
transactions and net short-term capital gain) and net capital gain (i.e., the
excess of net long-term capital gain over net short-term capital loss) that it
distributes to its shareholders. In the case of the High Income Fund, its
investment company taxable income and net capital gain consists of its
proportionate share of the Portfolio's net investment income, net gains from
certain foreign currency transactions and net short-term capital gain and net
capital gain. The Portfolio expects that it also will not be liable for any
federal income tax.
 
Dividends from a Fund's investment company taxable income (whether paid in cash
or reinvested in additional shares) are taxable to its shareholders as ordinary
income to the extent of the Fund's
 
                               Prospectus Page 43
<PAGE>
                            AIM GLOBAL INCOME FUNDS
earnings and profits. Distributions of a Fund's net capital gain, when
designated as such, are taxable to its shareholders as long-term capital gains
regardless of how long they have held their Fund shares and whether paid in cash
or reinvested in additional shares.
 
   
Under the Taxpayer Relief Act of 1997, different maximum tax rates apply to a
noncorporate taxpayer's net capital gain depending on the taxpayer's holding
period and marginal rate of federal income tax -- generally, 28% for gain
recognized on securities held for more than one year but not more than 18 months
and 20% (10% for taxpayers in the 15% marginal tax bracket) for gain recognized
on securities held for more than 18 months. Each Fund may divide each net
capital gain distribution into a 28% rate gain distribution and a 20% rate gain
distribution (in accordance with the Fund's holding periods for the securities
it sold that generated the distributed gain), in which event its shareholders
must treat those portions accordingly.
    
 
Each Fund provides federal tax information to its shareholders annually,
including information about dividends and capital gain distributions paid during
the preceding year and, under certain circumstances, the shareholders'
respective shares of any foreign taxes paid (directly or indirectly) by the
Fund, in which event each shareholder would be required to include in his or her
gross income his or her pro rata share of those taxes but might be entitled to
claim a credit or deduction for them. The information regarding capital gain
distributions designates the portions thereof subject to the different maximum
rates of tax applicable to noncorporate taxpayers' net capital gain indicated
above.
 
   
Each Fund must withhold 31% from dividends, capital gain distributions and
redemption proceeds payable to any individuals and certain other noncorporate
shareholders who have not furnished to the Fund a correct taxpayer
identification number or a properly completed claim for exemption on Form W-8 or
W-9. Withholding at that rate also is required from dividends and capital gain
distributions payable to such shareholders who otherwise are subject to backup
withholding. Fund accounts opened via a bank wire purchase (see "How to Invest
- -- Purchases Through the Transfer Agent") are considered to have uncertified
taxpayer identification numbers unless a completed Form W-8 or W-9 or Account
Application is received by the Transfer Agent within seven days after the
purchase. A shareholder should contact the Transfer Agent if the shareholder is
uncertain whether a proper taxpayer identification number is on file with a
Fund.
    
 
   
A redemption of Fund shares may result in taxable gain or loss to the redeeming
shareholder, depending upon whether the redemption proceeds are more or less
than the shareholder's adjusted basis for the redeemed shares (which normally
includes any initial sales charge paid on Class A shares). An exchange of Fund
shares for shares of another mutual fund generally will have similar tax
consequences. However, special tax rules apply when a shareholder (1) disposes
of Class A shares of a Fund through a redemption or exchange within 90 days
after purchase and (2) subsequently acquires Class A shares of that Fund or any
other mutual fund on which an initial sales charge normally is imposed without
paying that sales charge due to the reinstatement privilege or exchange
privilege. In these cases, any gain on the disposition of the original Class A
shares will be increased, or loss decreased, by the amount of the sales charge
paid when the shares were acquired, and that amount will increase the adjusted
basis of the shares subsequently acquired. In addition, if shares of a Fund are
purchased within 30 days before or after redeeming other shares of that Fund
(regardless of class) at a loss, all or a part of the loss will not be
deductible and instead will increase the basis of the newly purchased shares.
    
 
The foregoing is only a summary of some of the important federal tax
considerations generally affecting each Fund and its shareholders. See "Taxes"
in the Statement of Additional Information for a further discussion. There may
be other federal, state, local or foreign tax considerations applicable to a
particular investor. Prospective investors are therefore urged to consult their
tax advisers.
 
                               Prospectus Page 44
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
   
The Company's Board of Directors and the Portfolio's Board of Trustees have
overall responsibility for the operation of the Funds and the Portfolio,
respectively. The Company's Board of Directors and Portfolio's Board of Trustees
have approved all significant agreements between the Company and the Portfolio
on the one side and persons or companies furnishing services to the Funds and
the Portfolio on the other, including the investment advisory and administrative
services agreement with AIM, the investment sub-advisory and sub-administration
agreement with the Sub-adviser, the agreements with AIM Distributors regarding
distribution of each Fund's shares, the custody agreement with State Street Bank
and Trust Company and the transfer agency agreement with GT Global Investor
Services, Inc. The day-to-day operations of the Funds and the Portfolio are
delegated to the officers of the Company and the Portfolio, subject always to
the objective and policies of the applicable Fund and Portfolio and to the
general supervision of the Company's Board of Directors and Portfolio's Board of
Trustees. See "Directors and Executive Officers" in the Statement of Additional
Information for information on the Company's Directors and the Portfolio's
Trustees.
    
 
INVESTMENT MANAGEMENT AND ADMINISTRATION. Services provided by AIM and the
Sub-adviser as the Government Income Fund's, the Strategic Income Fund's and the
Portfolio's investment managers and administrators include, but are not limited
to, determining the composition of the investment portfolio of the Government
Income Fund, the Strategic Income Fund and the Portfolio and placing orders to
buy, sell or hold particular securities. In addition, AIM and the Sub-adviser
provide the following administration services to the Funds and the Portfolio:
furnishing corporate officers and clerical staff; providing office space,
services and equipment; and supervising all matters relating to the Government
Income Fund's, the Strategic Income Fund's and the Portfolio's operation.
 
   
The Government Income Fund and the Strategic Income Fund each pays AIM
investment management and administration fees computed daily and payable
monthly, based on their respective average daily net assets, for such services
at the annualized rate of .725% on the first $500 million, .70% on the next $1
billion, .675% on the next $1 billion, and .65% on amounts thereafter. Out of
the aggregate fees payable by a Fund, AIM pays the Sub-adviser sub-advisory and
sub-administration fees equal to 40% of the aggregate fees AIM receives from
each Fund. The investment management and administration fees paid by the Funds
and the Portfolio are higher than those paid by most mutual funds. The High
Income Fund pays AIM administration fees at the annualized rate of 0.25% of the
Fund's average daily net assets. AIM has appointed the Sub-adviser as the Fund's
sub-administrator. In addition, the Fund bears its pro rata portion of the
investment management and administration fees paid by the Portfolio to AIM. The
Portfolio pays AIM such fees, based on the average daily net assets of the
Portfolio at the annualized rate of .475% on the first $500 million, .45% on the
next $1 billion, .425% on the next $1 billion and .40% on amounts thereafter,
plus 2% of the Portfolio's total investment income as stated in the Portfolio's
Statement of Operations, calculated in accordance with generally accepted
accounting principles, adjusted daily for currency revaluations, on a marked to
market basis, of the Portfolio's assets; provided, however, that during any
fiscal year this amount shall not exceed 2% of the Portfolio's total investment
income calculated in accordance with generally accepted accounting principles.
Out of its aggregate fees payable by the High Income Fund and the Portfolio, AIM
pays the Sub-adviser sub-advisory and sub-adminstration fees equal to 40% of the
aggregate fees AIM receives from the High Income Fund and the Portfolio. Each
Fund pays all expenses not assumed by AIM, the Sub-adviser, AIM Distributors or
any other agents. AIM has undertaken to limit the expenses of the Class A and
Class B shares of the Government Income Fund and the Strategic Income Fund
(exclusive of brokerage commissions, taxes, interest and extraordinary expenses)
to the maximum annual level of 1.85% and 2.50% of the average daily net assets
of such Funds' Class A and Class B shares, respectively. AIM has undertaken to
limit the expenses of the Class A and Class B shares of the High Income Fund
(and such Fund's
    
 
                               Prospectus Page 45
<PAGE>
                            AIM GLOBAL INCOME FUNDS
pro-rata portion of the Portfolio's expenses) to the maximum annual level of
2.25% and 2.85% of the average daily net assets of such Fund's Class A and Class
B shares, respectively.
 
   
The Sub-adviser also serves as each Fund's pricing and accounting agent. For
these services the Sub-adviser receives a fee at an annual rate derived by
applying 0.03% to the first $5 billion of assets of the AIM/GT Funds and 0.02%
to the assets in excess of $5 billion and allocating the result according to
each Fund's average daily net assets.
    
 
   
AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046, serves as the
investment adviser to the Government Income Fund, Strategic Income Fund and the
Portfolio pursuant to a master investment advisory agreement, dated as of May
29, 1998 (the "Advisory Agreement"). AIM was organized in 1976 and, together
with its subsidiaries, manages or advises approximately 90 investment company
portfolios encompassing a broad range of investment objectives. The Sub-adviser,
INVESCO (NY), Inc., 50 California Street, 27th Floor, San Francisco, California
94111, and 1166 Avenue of the Americas, New York, New York 10036, serves as the
sub-adviser to the Government Income Fund, Strategic Income Fund and the
Portfolio pursuant to an investment sub-advisory agreement dated as of May 29,
1998. Prior to May 29, 1998, the Sub-adviser was known as Chancellor LGT Asset
Management, Inc. On May 29, 1998, Liechtenstein Global Trust AG ("LGT"), the
former indirect parent organization of the Sub-adviser, consummated a purchase
agreement with AMVESCAP PLC pursuant to which AMVESCAP PLC acquired LGT's Asset
Management Division, which included the Sub-adviser and certain other
affiliates. As a result of this transaction, the Sub-adviser is now an indirect
wholly owned subsidiary of AMVESCAP PLC. Prior to the sale, the Sub-adviser and
its worldwide asset management affiliates provided investment management and/or
administrative services to institutional, corporate and individual clients
around the world since 1969.
    
 
AIM and the Sub-adviser and their worldwide asset management affiliates provide
investment management and/or administrative services to institutional, corporate
and individual clients around the world. AIM and the Sub-adviser are both
indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and its
subsidiaries are an independent investment management group that has a
significant presence in the institutional and retail segment of the investment
management industry in North America and Europe, and a growing presence in Asia.
   
In addition to the investment resources of their Houston, San Francisco and New
York offices, AIM and the Sub-adviser draw upon the expertise, personnel, data
and systems of other offices, including investment offices in Atlanta, Boston,
Dallas, Denver, Louisville, Miami, Portland (Oregon), Frankfurt, Hong Kong,
London, Singapore, Sydney, Tokyo and Toronto. In managing the Funds and the
Portfolio, the Sub-adviser employs a team approach, taking advantage of its
investment resources around the world.
    
 
                               Prospectus Page 46
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
The investment professionals primarily responsible for the portfolio management
of the Government Income Fund, the Strategic Income Fund and the Portfolio are
as follows:
 
   
<TABLE>
<CAPTION>
                            RESPONSIBILITIES FOR                            BUSINESS EXPERIENCE
NAME/OFFICE                       THE FUND                                    PAST FIVE YEARS
- ------------------------  ------------------------  --------------------------------------------------------------------
<S>                       <C>                       <C>
Cheng-Hock Lau            Portfolio Manager since   Chief Investment Officer for Global Fixed Income for the Sub-adviser
 New York                  1996 (Government Income   since October 1996. Senior Portfolio Manager for
                           Fund and Strategic        Global/International Fixed Income for the Sub-adviser from July
                           Income Fund); since       1995 to October 1996. Employed by Chancellor Capital Management,
                           1997 (High Income         Inc. ("Chancellor Capital"), a predecessor of the Sub-Adviser, from
                           Portfolio)                1995 to October 1996. Senior Vice President and Senior Portfolio
                                                     Sub- adviser for Fiduciary Trust Company International from 1993 to
                                                     1995. Vice President at Bankers Trust Company from 1991 to 1993.
 
David B. Hughes           Portfolio Manager since   Head of Global Fixed Income, North America, for the Sub- adviser
 New York                  1998 (Government Income   since January 1998. Senior Portfolio Manager for
                           Fund)                     Global/International Fixed Income for the Sub-adviser from October
                                                     1996 to December 1997. Employed by Chancellor Capital from July
                                                     1995 to October 1996. Assistant Vice President of Fiduciary Trust
                                                     Company International from 1994 to 1995. Assistant Treasurer at the
                                                     Bankers Trust Company from 1991 to 1994.
 
Craig Munro               Portfolio Manager since   Portfolio Manager for the Sub-adviser since August 1997. Vice
 New York                  1998 (High Income         President and Senior Analyst in the Emerging Markets Group of the
                           Portfolio)                Global Fixed Income Division of Merrill Lynch Asset Management from
                                                     1993 to August 1997.
</TABLE>
    
 
                            ------------------------
 
   
In placing orders for the Government Income Fund's, Strategic Income Fund's and
the Portfolio's securities transactions, the Sub-adviser seeks to obtain the
best net results. Consistent with its obligation to obtain the best net results,
the Sub-adviser may consider a broker/dealer's sale of shares of the AIM Funds
as a factor in considering through whom portfolio transactions will be effected.
Brokerage transactions for the Government Income Fund, Strategic Income Fund and
Portfolio may be executed through affiliates of AIM or the Sub-adviser. High
portfolio turnover (over 100%) involves correspondingly greater brokerage
commissions and other transaction costs that the Funds or the Portfolio will
bear directly and could result in the realization of net capital gains which
would be taxable when distributed to shareholders.
    
 
   
DISTRIBUTION OF FUND SHARES. The Company has entered into master distribution
agreements relating to the Funds (the "Distribution Agreements"), dated May 29,
1998, with AIM Distributors, a registered broker/dealer and a wholly owned
subsidiary of AIM. The address of AIM Distributors is P.O. Box 4739, Houston,
Texas 77210-4739. The Distribution Agreements provide AIM Distributors with the
exclusive rights to distribute shares of the Funds directly and through
Financial Institutions with whom AIM Distributors has entered into agreements.
Under the Distribution Agreements, AIM Distributors acts as the distributor of
Class A, Class B and Advisor Class shares of the Funds. As distributor, AIM
Distributors collects the sales charges imposed on purchases of Class A shares
and any contingent deferred sales charges that may be imposed on certain
redemptions of Class A and Class B shares. AIM Distributors may elect to re-
allow the entire initial sales charge to dealers for all sales with respect to
which orders are placed with AIM Distributors during a particular period.
Dealers to whom substantially the entire sales charge is re-allowed may be
deemed to be "underwriters" as that term is defined under the Securities Act of
1933. AIM Distributors may pay sales commissions to dealers and institutions who
sell Class B shares of the Funds at the time of such sales. Payments with
respect to Class B shares will equal 4.00% of the purchase price of the Class B
shares sold by the dealer or institution and will consist of a sales commission
equal to 3.75% of the purchase
    
 
                               Prospectus Page 47
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
price of the Class B shares sold plus an advance of the first year service fee
of 0.25% with respect to such shares. The portion of the payments to AIM
Distributors under the Class B Plan which constitutes an asset-based sales
charge (0.75%) is intended in part to permit AIM Distributors to recoup a
portion of such sales commissions plus financing costs. From time to time, AIM
Distributors may pay commissions in excess of these amounts. Commissions are not
paid on exchanges or certain reinvestments in Class B shares. With respect to
both classes of shares, AIM Distributors makes ongoing payments to
broker/dealers for distribution and service activities in accordance with the
Rule 12b-1 plans described below.
    
 
   
In addition, AIM Distributors makes ongoing payments to brokerage firms,
financial institutions (including banks) and others that facilitate the
administration and servicing of shareholder accounts.
    
 
   
In addition to amounts paid to dealers as a dealer concession out of the initial
sales charge paid by investors, AIM Distributors may, from time to time, at its
expense or as an expense for which it may be compensated under a distribution
plan, if applicable, pay a bonus or other consideration or incentive to dealers
who sell a minimum dollar amount of the shares of the AIM Funds during a
specified period of time. In some instances, these incentives may be offered
only to certain dealers who have sold or may sell significant amounts of shares.
At the option of the dealer, such incentives may take the form of payment for
travel expenses, including lodging, incurred in connection with trips taken by
qualifying registered representatives and their families to places within or
outside the United States. The total amount of such additional bonus payments or
other consideration shall not exceed 0.25% of the public offering price of the
shares sold. Any such bonus or incentive programs will not change the price paid
by investors for the purchase of the applicable shares or the amount that any
particular funds will receive as proceeds from such sales. Dealers may not use
sales of the AIM Funds' shares to qualify for any incentives to the extent that
such incentives may be prohibited by the laws of any state.
    
 
   
AIM Distributors may make payments to dealers and institutions who are dealers
of record for purchases of $1 million or more of Class A shares (or shares which
normally involve payment of initial sales charges), which are sold at net asset
value and are subject to a contingent deferred sales charge as follows: 1% of
the first $2 million of such purchases, plus 0.80% of the next $1 million of
such purchases, plus 0.50% of the next $l7 million of such purchases, plus 0.25%
of amounts in excess of $20 million of such purchases.
    
 
   
The Company has adopted a Master Distribution Plan applicable to Class A shares
of the Funds (the "Class A Plan") pursuant to Rule 12b-1 under the 1940 Act, to
compensate AIM Distributors for the purpose of financing any activity that is
intended to result in the sale of Class A shares of the Funds. Under the Class A
Plan, each Fund pays compensation to AIM Distributors at an annual rate of 0.50%
of the average daily net assets of Class A shares of each Fund.
    
 
The Company also has adopted a Master Distribution Plan applicable to Class B
shares of the Funds (the "Class B Plan"). Under the Class B Plan, each Fund pays
compensation to AIM Distributors at an annual rate of 1.00% of the average daily
net assets of Class B shares of each Fund.
 
   
The Class A Plan and the Class B Plan (together, the "Plans") are designed to
compensate AIM Distributors for certain promotional and other sales-related
costs, and to implement a dealer incentive program that provides for periodic
payments to selected dealers who furnish continuing personal shareholder
services to their customers who purchase and own Class A and Class B shares of a
Fund. Payments also can be directed by AIM Distributors to Financial
Institutions who have entered into service agreements with respect to Class A
and Class B shares of the Funds and who provide continuing personal services to
their customers who own Class A and Class B shares of a Fund. The service fees
payable to selected Financial Institutions are calculated at the annual rate of
0.25% of the average daily net asset value of those Fund shares that are held in
such Institution's customers' accounts that were purchased on or after a
prescribed date set forth in the Plans. Of the aggregate amount payable under
the Plans, payments to Financial Institutions that provide continuing personal
shareholder services to their customers who purchase and own shares of a Fund,
in amounts of up to 0.25% of the average net assets of the Fund attributable to
the customers of such Financial Institutions are characterized as a service fee,
and payments to Financial Institutions in excess of such amount and payments to
AIM Distributors would be characterized as an asset-based sales charge. Payments
under the Plans are subject to any applicable limitations imposed by the rules
of the National Association of Securities Dealers, Inc.
    
 
                               Prospectus Page 48
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
The Plans do not obligate the Funds to reimburse AIM Distributors for the actual
expenses AIM Distributors may incur in fulfilling its obligations under the
Plans. Thus, even if AIM Distributors' actual expenses exceed the fee payable to
AIM Distributors thereunder at any time, the Funds will not be obligated to pay
more than that fee. If AIM Distributors' expenses are less than the fee it
receives, AIM Distributors will retain the full amount of the fee.
 
Under the Plans, AIM Distributors may in its discretion from time to time agree
to waive voluntarily all or any portion of its fee that has not been assigned or
transferred, while retaining its ability to be reimbursed for such fee prior to
the end of each fiscal year.
 
   
Under the Plans, certain Financial Institutions which have entered into service
agreements and which sell shares of the Funds on an agency basis, may receive
payments from the Funds pursuant to the respective Plans. AIM Distributors does
not act as principal, but rather as agent for the Funds, in making such
payments. For additional information concerning the operation of the Plans see
"Distribution Services" in the Management section of the Statement of Additional
Information.
    
 
The Glass-Steagall Act and other applicable laws, among other things, generally
prohibit federally chartered or supervised banks from engaging in the business
of underwriting or distributing securities. Accordingly, AIM Distributors
intends to engage banks (if at all) only to perform administrative and
shareholder servicing functions. Banks and broker/dealer affiliates of banks
also may execute dealer agreements with AIM Distributors for the purpose of
selling shares of the Funds. If a bank were prohibited from so acting, its
shareholder clients would be permitted to remain shareholders, and alternative
means for continuing the servicing of such shareholders would be sought. It is
not expected that shareholders would suffer any adverse financial consequences
as a result of any of these occurrences.
 
                               Prospectus Page 49
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                               OTHER INFORMATION
 
- --------------------------------------------------------------------------------
 
CONFIRMATIONS AND REPORTS TO SHAREHOLDERS. Each time a transaction is made that
affects a shareholder's account in a Fund, the shareholder will receive from the
Transfer Agent a confirmation statement reflecting the transaction.
Confirmations for transactions effected pursuant to a Fund's Automatic
Investment Plan, Systematic Withdrawal Plan, and automatic dividend reinvestment
program may be provided quarterly. Shortly after the end of each Fund's fiscal
year on October 31 and fiscal half-year on April 30 of each year, shareholders
receive an annual and a semiannual report, respectively. In addition, the
federal income status of distributions made by a Fund to shareholders are
reported after the end of the calendar year on Form 1099-DIV. Under certain
circumstances, duplicate mailings of the foregoing reports to the same household
may be consolidated.
 
   
ORGANIZATION OF THE COMPANY. The Company was organized as a Maryland corporation
on October 29, 1987. Prior to May 29, 1998, the Company operated under the name
G.T. Investment Funds, Inc. From time to time, the Company has established and
may continue to establish other funds, each corresponding to a distinct
investment portfolio and a distinct series of the Company's shares. Shares of
each Fund are entitled to one vote per share (with proportional voting for
fractional shares) and are freely transferable. Shareholders have no preemptive
or conversion rights.
    
 
   
On any matter submitted to a vote of shareholders, shares of a Fund will be
voted by a Fund's shareholders individually when the matter affects the specific
interest of that Fund only, such as approval of its investment management
arrangements. In addition, shares of a particular class of a Fund may vote on
matters affecting only that Class. The shares of each Fund and of the Company's
other funds will be voted in the aggregate on other matters, such as the
election of Directors and ratification of the selection of the Company's
independent accountants.
    
 
   
Normally there will be no annual meeting of shareholders in any year, except as
required under the 1940 Act. The Company would be required to hold a
shareholders' meeting in the event that at any time less than a majority of the
Directors holding office had been elected by shareholders. Directors shall
continue to hold office until their successors are elected and have qualified.
Shares of the Company's funds do not have cumulative voting rights, which means
that the holders of a majority of the shares voting for the election of
Directors can elect all the Directors. A Director may be removed upon a majority
vote of the shareholders qualified to vote in the election. Shareholders holding
10% of the Company's outstanding voting shares may call a meeting of
shareholders for the purpose of voting upon the question of removal of any
Director or for any other purpose. The 1940 Act requires the Company to assist
shareholders in calling such a meeting.
    
 
   
Pursuant to the Company's Articles of Incorporation, it may issue six billion
shares. Of this number, 300 million shares have been classified as shares of the
Strategic Income Fund and High Income Fund; 100 million shares of each Fund have
been classified as Class A and Class B shares, respectively. In addition, 500
million shares have been classified as shares of Government Income Fund; 200
million shares have been classified as Class A and Class B shares, respectively.
Moreover, one hundred million shares have been classified as Advisor Class
shares for each Fund. These amounts may be increased from time to time in the
discretion of the Board of Directors. Each share of each Fund represents an
interest in that Fund only, has a par value of $0.0001 per share, represents an
equal proportionate interest in that Fund with other shares of that Fund and is
entitled to such dividends and other distributions out of the income earned and
gain realized on the assets belonging to that Fund as may be declared at the
discretion of the Board of Directors. Each Class A, Class B and Advisor Class
share of each Fund is equal as to earnings, assets and voting privileges, except
as noted above, and each class bears the expenses, if any, related to the
distribution of its shares. Shares of each Fund when issued are fully paid and
nonassessable.
    
 
   
Shareholders have been asked to vote on the reorganization of the Company into a
Delaware business trust. If approved by shareholders, it is anticipated that the
reorganization would occur
    
 
                               Prospectus Page 50
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
prior to October 1, 1998. If the Company is reorganized as a Delaware business
trust, it is anticipated that Class B shares of each Fund will convert to Class
A shares approximately eight years following the initial date the Class B shares
were issued.
    
 
   
ORGANIZATION OF THE PORTFOLIO. The Portfolio is organized as a Delaware business
trust. The Portfolio's Declaration of Trust provides that the High Income Fund
and other entities investing in the Portfolio (E.G., other investment companies,
insurance company separate accounts and common and commingled trust funds), if
any, will each be liable for all obligations of the Portfolio. However, the
Directors of the Company believe that the risk of the High Income Fund incurring
financial loss on account of such liability is limited to circumstances in which
both inadequate insurance existed and the Portfolio itself was unable to meet
its obligations, and that neither the High Income Fund nor its shareholders will
be exposed to a material risk of liability by reason of the High Income Fund's
investing in the Portfolio. Any information received from the Portfolio in the
Portfolio shareholder report will be provided to the High Income Fund's
shareholders.
    
 
   
Under Delaware law, the High Income Fund and other entities that invest in the
Portfolio enjoy the same limitations of liability extended to shareholders of
private, for-profit corporations. There is a remote possibility, however, that
under certain circumstances an investor in the Portfolio may be held liable for
the Portfolio's obligations. However, the High Income Portfolio's Declaration of
Trust disclaims shareholder liability for acts or obligations of the Portfolio
and requires that notice of such disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Portfolio or a trustee.
The Declaration of Trust also provides for indemnification from the Portfolio
property for all losses and expenses of any shareholder held personally liable
for the Portfolio's obligations. Thus the risk of an investor incurring
financial loss on account of such liability is limited to circumstances in which
the Portfolio itself would be unable to meet its obligations and where the other
party was held not to be bound by the disclaimer.
    
 
Whenever the High Income Fund is requested to vote on any proposal of the
Portfolio, the High Income Fund will hold a meeting of Fund shareholders and
will cast its vote as instructed by Fund shareholders. Shares for which no
voting instructions are received will be voted in the same proportion as the
shares for which voting instructions are received.
SHAREHOLDER INQUIRIES. Shareholder inquiries may be made by calling the Funds
toll free at (800) 223-2138 or by writing to the Funds at 50 California Street,
27th Floor, San Francisco, CA 94111.
 
PERFORMANCE INFORMATION. The Funds, from time to time, may include information
on their investment results and/or comparisons of their investment results to
various unmanaged indices or results of other mutual funds or groups of mutual
funds in advertisements, sales literature or reports furnished to present or
prospective shareholders. Investors should be aware that as of October 22, 1992,
the investment objectives of the Strategic Income Fund were changed from
long-term high capital appreciation, primarily and moderate income, secondarily,
to primarily high current income and secondarily capital appreciation. In
addition, the investment policies and limitations of the Strategic Income Fund
were modified.
 
In such materials, the Funds may quote their average annual total return
("Standardized Return"). Standardized Return is calculated separately for each
class of shares of each Fund. Standardized Return shows percentage rates
reflecting the average annual change in the value of an assumed investment in
the Fund at the end of one-, five- and ten-year periods, reduced by the maximum
applicable sales charge imposed on sales of Fund shares. If a one-, five- and/or
ten-year period has not yet elapsed, data will be provided as of the end of a
shorter period corresponding to the life of a Fund. Standardized Return assumes
reinvestment of all dividends and other distributions.
 
In addition, in order to more completely represent the Funds' performance or
more accurately compare such performance to other measures of investment return,
the Funds also may include in advertisements, sales literature and shareholder
reports other total return performance data ("Non-Standardized Return").
Non-Standardized Return reflects percentage rates of return encompassing all
elements of return (i.e., income and capital appreciation or depreciation); it
assumes reinvestment of all dividends and other distributions. Non-Standardized
Return may be quoted for the same or different periods as those for which
Standardized Return is quoted; it may consist of an aggregate or average annual
percentage rate of return, actual year-by-year rates or any combination thereof.
Non-Standardized Return may or may not take sales charges into account;
performance data calculated without taking the effect of sales
 
                               Prospectus Page 51
<PAGE>
                            AIM GLOBAL INCOME FUNDS
charges into account will be higher than data including the effect of such
charges.
 
The Funds also may refer in advertising and promotional materials to their
yield, which will fluctuate over time. A Fund's yield shows the rate of income
that it earns on its investments, expressed as a percentage of the public
offering price of its shares. A Fund calculates yield by determining the
interest income it earned from its portfolio investments for a specified
thirty-day period (net of expenses), dividing such income by the average number
of shares outstanding, and expressing the result as an annualized percentage
based on the public offering price at the end of that thirty-day period. Yield
accounting methods differ from the methods used for other accounting purposes.
Accordingly, a Fund's yield may not equal the dividend income actually paid to
investors or the income reported in its financial statements. Yield is
calculated separately for each class of shares of each Fund.
 
The Funds' performance data reflects past performance and is not necessarily
indicative of future results. The Funds' investment results will vary from time
to time depending upon market conditions, the composition of their portfolios
and their operating expenses. These factors and possible differences in
calculation methods should be considered when comparing a Fund's investment
results with those published for other investment companies, other investment
vehicles and unmanaged indices. Each Fund's results also should be considered
relative to the risks associated with its investment objectives and policies.
See "Investment Results" in the Statement of Additional Information.
 
Each Fund's annual report contains additional information with respect to its
performance. The annual report is available to investors upon request and free
of charge.
 
   
YEAR 2000 COMPLIANCE PROJECT. In providing services to the Funds, AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely on internal computer
systems as well as external computer systems provided by third parties. Some of
these systems were not originally designed to distinguish between the year 1900
and the year 2000. This inability, if not corrected, could adversely affect the
services AIM, AIM Distributors, the Transfer Agent and the Sub-adviser and
others provide the Funds and their shareholders.
    
 
   
To address this important issue, AIM, AIM Distributors, the Transfer Agent and
the Sub-adviser have undertaken a comprehensive Year 2000 Compliance Project
(the "Project"). The Project consists of four phases: (i) inventorying every
software and hardware system in use at AIM, AIM Distributors, the Transfer Agent
and the Sub-adviser, as well as remote, third-party systems on which AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely; (ii) identifying
those systems that may not function properly after December 31, 1999; (iii)
correcting or replacing those systems that have been so identified; and (iv)
testing the processing of Fund data in all systems. Phase (i) has been
completed; phase (ii) is substantially completed; phase (iii) has commenced; and
phase (iv) is expected to commence during the third quarter of 1998. The Project
is scheduled to be completed by December 31, 1998. Following completion of the
Project, AIM, AIM Distributors and the Sub-adviser will review any systems
subsequently acquired to confirm that they are year 2000 compliant.
    
 
TRANSFER AGENT. Shareholder servicing, reporting and general transfer agent
functions for the Funds are performed by GT Global Investor Services, Inc. The
Transfer Agent is an affiliate of the Sub-adviser and AIM Distributors, and
maintains its offices at California Plaza, 2121 N. California Boulevard, Suite
450, Walnut Creek, CA 94596.
 
CUSTODIAN. State Street Bank and Trust Company, 225 Franklin Street, Boston, MA
02110, is custodian of each Fund's and the Portfolio's assets.
 
   
COUNSEL. The law firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue,
N.W., Washington, D.C. 20036-1800, acts as counsel to the Company, the Funds and
the Portfolio. Kirkpatrick & Lockhart LLP also acts as counsel to the Sub-
adviser and the Transfer Agent in connection with other matters.
    
 
   
INDEPENDENT ACCOUNTANTS. The Company's and each Fund's and the Portfolio's
independent accountants are Coopers & Lybrand L.L.P., One Post Office Square,
Boston, MA 02109. Coopers & Lybrand L.L.P. conducts an annual audit of each Fund
and the Portfolio, assist in the preparation of each Fund's and the Portfolio's
federal and state income tax returns and consult with the Company, each Fund and
the Portfolio as to matters of accounting, regulatory filings, and federal and
state income taxation.
    
 
MULTIPLE TRANSLATIONS OF THE PROSPECTUS. This prospectus may be translated into
other languages. In the event of any inconsistency or ambiguity as to the
meaning of any word or phrase contained in a translation, the English text shall
prevail.
 
                               Prospectus Page 52
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                                   APPENDIX A
                          DESCRIPTION OF DEBT RATINGS
 
- --------------------------------------------------------------------------------
 
DESCRIPTION OF BOND RATINGS
    MOODY'S INVESTORS SERVICE, INC. ("Moody's") rates the debt securities issued
by various entities from "Aaa" to "C." Investment grade ratings are the first
four categories:
 
        Aaa -- Bonds which are rated Aaa are judged to be of the best quality.
    They carry the smallest degree of investment risk and are generally referred
    to as "gilt edged." Interest payments are protected by a large or by an
    exceptionally stable margin and principal is secure. While the various
    protective elements are likely to change, such changes as can be visualized
    are most unlikely to impair the fundamentally strong position of such
    issues.
 
        Aa -- Bonds which are rated Aa are judged to be of high quality by all
    standards. Together with the Aaa group they comprise what are generally
    known as high grade bonds. They are rated lower than the best bonds because
    margins of protection may not be as large as in Aaa securities or
    fluctuation of protective elements may be of greater amplitude or there may
    be other elements present which make the long-term risk appear somewhat
    larger than the Aaa securities.
 
        A -- Bonds which are rated A possess many favorable investment
    attributes and are to be considered as upper-medium-grade obligations.
    Factors giving security to principal and interest are considered adequate,
    but elements may be present which suggest a susceptibility to impairment
    some time in the future.
 
        Baa -- Bonds which are rated Baa are considered as medium-grade
    obligations, (i.e., they are neither highly protected nor poorly secured).
    Interest payments and principal security appear adequate for the present but
    certain protective elements may be lacking or may be characteristically
    unreliable over any great length of time. Such bonds lack outstanding
    investment characteristics and in fact have speculative characteristics as
    well.
 
        Ba -- Bonds which are rated Ba are judged to have speculative elements;
    their future cannot be considered as well-assured. Often the protection of
    interest and principal payments may be very moderate, and thereby not well
    safeguarded during both good and bad times over the future. Uncertainty of
    position characterizes bonds in this class.
 
        B -- Bonds which are rated B generally lack characteristics of the
    desirable investment. Assurance of interest and principal payments or of
    maintenance of other terms of the contract over any long period of time may
    be small.
 
        Caa -- Bonds which are rated Caa are of poor standing. Such issues may
    be in default or there may be present elements of danger with respect to
    principal or interest.
 
        Ca -- Bonds which are rated Ca represent obligations which are
    speculative in a high degree. Such issues are often in default or have other
    marked shortcomings.
 
        C -- Bonds which are rated C are the lowest rated class of bonds, and
    issues so rated can be regarded as having extremely poor prospects of ever
    attaining any real investment standing.
 
ABSENCE OF RATING: Where no rating has been assigned or where a rating has been
suspended or withdrawn, it may be for reasons unrelated to the quality of the
issue.
 
Should no rating be assigned, the reason may be one of the following:
 
    1. An application for rating was not received or accepted.
 
    2. The issue or issuer belongs to a group of securities or companies that
are not rated as a matter of policy.
 
    3. There is a lack of essential data pertaining to the issue or issuer.
 
    4. The issue was privately placed, in which case the rating is not published
in Moody's publications.
 
                               Prospectus Page 53
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
Suspension or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable up-to-date data to permit a judgment to be formed; if a bond is
called for redemption; or for other reasons.
 
Note: Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa to Caa. The modifier 1 indicates that the Company ranks
in the higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates that the Company ranks in the
lower end of its generic rating category.
 
    STANDARD & POOR'S, a division of The McGraw-Hill Companies, Inc. ("S&P"),
rates the securities debt of various entities in categories ranging from "AAA"
to "D" according to quality. Investment grade ratings are the first four
categories:
 
        AAA -- An obligation rated "AAA" has the highest rating assigned by S&P.
    The obligor's capacity to meet its financial commitment on the obligation is
    extremely strong.
 
        AA -- An obligation rated "AA" differs from the highest rated
    obligations only in a small degree. The obligor's capacity to meet its
    financial commitment on the obligation is very strong.
 
        A -- An obligation rated "A" is somewhat more susceptible to the adverse
    effects of changes in circumstances and economic conditions than obligations
    in higher rated categories.
 
        BBB -- An obligation rated "BBB" exhibits adequate protection
    parameters. However, adverse economic conditions or changing circumstances
    are more likely to lead to a weakened capacity of the obligor to meet its
    financial commitment on the obligation.
 
        BB, B, CCC, CC, C -- Obligations rated "BB," "B," "CCC," "CC," and "C"
    are regarded as having significant speculative characteristics. "BB"
    indicates the least degree of speculation and "C" the highest. While such
    obligations will likely have some quality and protective characteristics,
    these may be outweighed by large uncertainties or major exposures to adverse
    conditions.
 
        BB -- An obligation rated "BB" is less vulnerable to nonpayment than
    other speculative issues. However, it faces major ongoing uncertainties or
    exposure to adverse business, financial, or economic conditions which could
    lead to the obligor's inadequate capacity to meet its financial commitment
    on the obligation.
 
        B -- An obligation rated "B" is more vulnerable to nonpayment than
    obligations rated "BB," but the obligor currently has the capacity to meet
    its financial commitment on the obligation. Adverse business, financial, or
    economic conditions will likely impair the obligor's capacity or willingness
    to meet its financial commitment on the obligation.
 
        CCC -- An obligation rated "CCC" is currently vulnerable to nonpayment,
    and is dependent upon favorable business, financial, and economic conditions
    for the obligor to meet its financial commitment on the obligation. In the
    event of adverse business, financial, or economic conditions, the obligor is
    not likely to have the capacity to meet its financial commitment on the
    obligation.
 
        CC -- An obligation rated "CC" is currently highly vulnerable to
    nonpayment.
 
        C -- The "C" rating may be used to cover a situation where a bankruptcy
    petition has been filed or similar action has been taken, but payments on
    this obligation are being continued.
 
        D -- An obligation rated "D" is in payment default. The "D" rating
    category is used when payments on an obligation are not made on the date due
    even if the applicable grace period has not expired, unless S&P believes
    that such payments will be made during such grace period. The "D" rating
    also will be used upon the filing of a bankruptcy petition or the taking of
    a similar action if payments on an obligation are jeopardized.
 
PLUS (+) OR MINUS (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
 
NR: Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.
 
                               Prospectus Page 54
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
DESCRIPTION OF COMMERCIAL PAPER RATINGS
    MOODY'S employs the designation "Prime-1" to indicate commercial paper
having a superior ability for repayment of senior short-term debt obligations.
Prime-1 repayment ability will often be evidenced by many of the following
characteristics: leading market positions in well-established industries; high
rates of return on funds employed; conservative capitalization structure with
moderate reliance on debt and ample asset protection; broad margins in earnings
coverage of fixed financial charges and high internal cash generation; and
well-established access to a range of financial markets and assured sources of
alternate liquidity. Issues rated Prime-2 have a strong ability for repayment of
senior short-term debt obligations. This normally will be evidenced by many of
the characteristics cited above but to a lesser degree. Earnings trends and
coverage ratios, while sound, may be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.
 
    S&P ratings of commercial paper are graded into several categories ranging
from "A1" for the highest quality obligations to "D" for the lowest. Issues in
the "A" category are delineated with numbers 1, 2, and 3 to indicate the
relative degree of safety. A-1 -- This highest category indicates that the
degree of safety regarding timely payment is strong. Those issues determined to
possess extremely strong safety characteristics will be denoted with a plus sign
(+) designation. A-2 -- Capacity for timely payments on issues with this
designation is satisfactory; however, the relative degree of safety is not as
high as for issues designated "A-1."
 
                               Prospectus Page 55
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW, INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF INVESTING IN RELATED INDUSTRIES, PLEASE CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
                                     [LOGO]
 
  NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
  ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
  PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
  NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A I M ADVISORS, INC.,
  INVESCO (NY), INC., AIM INVESTMENT FUNDS, INC., AIM GLOBAL GOVERNMENT INCOME
  FUND, AIM STRATEGIC INCOME FUND, AIM GLOBAL HIGH INCOME FUND, GLOBAL HIGH
  INCOME PORTFOLIO, OR A I M DISTRIBUTORS, INC. THIS PROSPECTUS DOES NOT
  CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF ANY OFFER TO BUY ANY OF THE
  SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
  UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
    
 
   
                                                                       GIN-PRO-1
    
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
                           PROSPECTUS -- JUNE 1, 1998
- --------------------------------------------------------------------------------
 
   
AIM GLOBAL GROWTH & INCOME FUND ("FUND") seeks long-term capital appreciation
together with current income. The Fund invests in a global portfolio of both
equity and debt securities, in such relative proportions as deemed most
appropriate by the Fund's investment sub-adviser, INVESCO (NY), Inc. (the
"Sub-adviser"), in view of then-current economic and market conditions. There
can be no assurance that the Fund will achieve its investment objective.
    
 
The Fund is managed by A I M Advisors, Inc. ("AIM") and is sub-advised and
sub-administered by the Sub-adviser. AIM and the Sub-adviser and their worldwide
asset management affiliates provide investment management and/or administrative
services to institutional, corporate and individual clients around the world.
AIM and the Sub-adviser are both indirect wholly owned subsidiaries of AMVESCAP
PLC. AMVESCAP PLC and its subsidiaries are an independent investment management
group that has a significant presence in the institutional and retail segment of
the investment management industry in North America and Europe, and a growing
presence in Asia.
 
   
This Prospectus sets forth concisely information an investor should know before
investing and should be read carefully and retained for future reference. A
Statement of Additional Information, dated June 1, 1998, has been filed with the
Securities and Exchange Commission ("SEC") and, as supplemented or amended from
time to time, is incorporated herein by reference. The Statement of Additional
Information is available without charge by writing to the Fund at 50 California
Street, 27th Floor, San Francisco, CA 94111, or by calling (800) 347-4246. It is
also available, along with other related materials, on the SEC's Internet web
site (http://www.sec.gov).
    
 
FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED BY,
ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
 
   
An investment in the Fund offers the following advantages:
    
 
/ / Low $500 Minimum Investment
 
/ / Alternative Purchase Plan
 
/ / Automatic Dividend and Other Distribution Reinvestment at No Additional
    Sales Charge
 
   
/ / Exchange Privileges with the Corresponding Classes of the Other AIM/GT Funds
    
 
/ / Reduced Sales Charge Plans
 
/ / Dollar Cost Averaging Program
 
/ / Automatic Investment Plan
 
/ / Systematic Withdrawal Plan
 
   
FOR FURTHER INFORMATION, CALL
 
(800) 824-1580 OR CONTACT YOUR FINANCIAL ADVISER.
    
 
                                     [LOGO]
 
- --------------------------------------------------------------------------------
THESE  SECURITIES  HAVE  NOT  BEEN APPROVED  OR  DISAPPROVED  BY  THE SECURITIES
 AND EXCHANGE  COMMISSION, NOR  HAS THE  SECURITIES AND  EXCHANGE  COMMISSION
   PASSED  ON  THE  ACCURACY  OR ADEQUACY  OF  THIS  PROSPECTUS.        ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                               Prospectus Page 1
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                               TABLE OF CONTENTS
- ------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                              Page
                                                                                            ---------
<S>                                                                                         <C>
Prospectus Summary........................................................................          3
Financial Highlights......................................................................          7
Investment Objective and Policies.........................................................          9
How to Invest.............................................................................         13
How to Make Exchanges.....................................................................         21
How to Redeem Shares......................................................................         23
Shareholder Account Manual................................................................         25
Calculation of Net Asset Value............................................................         26
Dividends, Other Distributions and Federal Income Taxation................................         26
Management................................................................................         28
Other Information.........................................................................         32
</TABLE>
    
 
                               Prospectus Page 2
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                               PROSPECTUS SUMMARY
- ------------------------------------------------------------
The following summary is qualified in its entirety by the more detailed
information appearing in the body of this Prospectus. Cross-references in the
summary are to headings in the body of this Prospectus.
 
   
<TABLE>
<S>                            <C>                                               <C>
The Fund:                      The Fund is a non-diversified series of AIM Investment Funds, Inc. (the "Company").
 
Investment Objective:          The Fund seeks long-term capital appreciation together with current income.
 
Principal Investments:         The  Fund  invests primarily  in blue-chip  equity securities  and high  quality government  bonds of
                               issuers located in the United States and throughout the world.
 
Principal Risk Factors:        There is no assurance that the Fund will achieve its investment objective. The Fund's net asset value
                               will fluctuate, reflecting fluctuations in the market  value of its portfolio holdings. The value  of
                               debt  securities held by the  Fund generally fluctuates inversely  with interest rate movements. Cer-
                               tain investment grade debt securities may possess speculative qualities.
 
                               The Fund may invest in foreign securities.  Investments in foreign securities involve risks  relating
                               to  political and economic developments  abroad and the differences  between the regulations to which
                               U.S. and foreign  issuers are  subject. Individual  foreign economies  also may  differ favorably  or
                               unfavorably  from the U.S. economy. Changes in foreign currency exchange rates will affect the Fund's
                               net asset value, earnings and gains and losses realized on sales of securities. Securities of foreign
                               companies may be less liquid  and their prices more volatile  than those of securities of  comparable
                               U.S. companies.
 
                               The Fund may engage in certain foreign currency, options and futures transactions to attempt to hedge
                               against  the overall  level of investment  and currency risk  associated with its  present or planned
                               investments. Such transactions involve certain risks and transaction costs.
 
                               See "Investment Objective and Policies."
</TABLE>
    
 
                               Prospectus Page 3
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
   
<TABLE>
<S>                            <C>                                               <C>
Investment Managers:           AIM and the Sub-adviser and their worldwide asset management affiliates provide investment management
                               and/or administrative services to institutional, corporate  and individual clients around the  world.
                               AIM and the Sub-adviser are both indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and
                               its  subsidiaries are an independent  investment management group that  has a significant presence in
                               the institutional and  retail segment  of the  investment management  industry in  North America  and
                               Europe,  and a growing presence in Asia. AIM was organized in 1976 and, together with its affiliates,
                               currently advises approximately  90 investment  company portfolios. AIM  advises the  Fund and  other
                               investment  company portfolios which are sub-advised by  the Sub-adviser ("AIM/GT Funds"). On May 29,
                               1998, AMVESCAP PLC acquired  the Asset Management  Division of Liechtenstein  Global Trust AG,  which
                               included  the Sub-adviser and certain other affiliates. AIM  also serves as the investment adviser to
                               other mutual funds, which are not sub-advised by the Sub-adviser, that are part of The AIM Family  of
                               Funds-Registered  Trademark- ("The AIM Family of Funds," and together with the AIM/GT Funds, the "AIM
                               Funds").
 
Alternative Purchase Plan:     Investors may select Class A or  Class B shares, each subject  to different expenses and a  different
                               sales charge structure. Each class has distinct advantages and disadvantages for different investors,
                               and investors should choose the class that best suits their circumstances and objectives. See "How to
                               Invest."
 
  Class A Shares:              Offered  at net asset  value plus any  applicable sales charge  (maximum is 5.50%  of public offering
                               price) and subject to  12b-1 service and  distribution fees at  the annualized rate  of 0.35% of  the
                               average daily net assets of Class A shares.
 
  Class B Shares:              Offered  at net asset value with no initial  sales charge (a maximum contingent deferred sales charge
                               of 5% of net asset value at  the time of purchase or sale,  whichever is less, is imposed on  certain
                               redemptions  made within six years of date of purchase) and subject to 12b-1 service and distribution
                               fees at the annualized rate of 1.00% of the average daily net assets of Class B shares.
 
Shares Available Through:      Class A and Class B  shares are available through broker/dealers,  banks and other financial  service
                               entities  ("Financial Institutions") that  have entered into agreements  with the Fund's distributor,
                               A I M Distributors, Inc. ("AIM Distributors"). Shares also may be acquired by sending an  application
                               directly  to GT Global Investor Services, Inc. (the  "Transfer Agent") or through exchanges of shares
                               as described below. See "How to Invest" and "Shareholder Account Manual."
</TABLE>
    
 
   
<TABLE>
<S>                            <C>                                               <C>
Exchange Privileges:           Shares may  be  exchanged  for  shares of  other  AIM/GT  Funds.  See "How  to  Make  Exchanges"  and
                               "Shareholder Account Manual."
</TABLE>
    
 
   
THE AIM FAMILY OF FUNDS, THE AIM FAMILY OF FUNDS AND DESIGN (I.E., THE AIM
LOGO), AIM AND DESIGN, AIM, AIM LINK, AIM INSTITUTIONAL FUNDS, AIMFUNDS.COM, LA
FAMILIA AIM DE FONDOS AND LA FAMILIA AIM DE FONDOS AND DESIGN ARE REGISTERED
SERVICE MARKS AND INVEST WITH DISCIPLINE AND AIM BANK CONNECTION ARE SERVICE
MARKS OF A I M MANAGEMENT GROUP INC.
    
 
                               Prospectus Page 4
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
   
<TABLE>
<S>                            <C>                                               <C>
Redemptions:                   Shares  may be redeemed  through Financial Institutions  that sell shares  of the Fund  or the Fund's
                               Transfer Agent. See "How to Redeem Shares" and "Shareholder Account Manual."
 
Dividends and Other            Dividends are paid quarterly from net investment  income; other distributions are paid annually  from
  Distributions:               net  short-term capital gain, net  capital gain and net gains  from foreign currency transactions, if
                               any.
 
Reinvestment:                  Dividends and other distributions may be reinvested automatically in Fund shares of the  distributing
                               class or in shares of the corresponding class of other AIM/GT Funds without a sales charge.
 
First Purchase:                $500  minimum ($100 for individual retirement accounts ("IRAs") and reduced amounts for certain other
                               retirement plans).
 
Subsequent Purchases:          $100 minimum ($25 for IRAs and reduced amounts for certain other retirement plans).
 
Net Asset Values:              Quoted daily in the financial section of most newspapers.
 
Other Features:
 
  Class A Shares:              Letter of Intent                                  Dollar Cost Averaging Program
                               Quantity Discounts                                Automatic Investment Plan
                               Right of Accumulation                             Systematic Withdrawal Plan
                               Reinstatement Privilege                           Portfolio Rebalancing Program
 
  Class B Shares:              Systematic Withdrawal Plan                        Automatic Investment Plan
                               Portfolio Rebalancing Program                     Dollar Cost Averaging Program
</TABLE>
    
 
                               Prospectus Page 5
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
 
SUMMARY OF INVESTOR COSTS. The expenses and maximum transactions costs
associated with investing in the Class A and Class B shares of the Fund are
reflected in the following tables (1):
 
<TABLE>
<CAPTION>
                                                                                                         CLASS A      CLASS B
                                                                                                       -----------  -----------
<S>                                                                                                    <C>          <C>
SHAREHOLDER TRANSACTION COSTS (2):
  Maximum sales charge on purchases of shares (as a % of offering price).............................       5.50%         None
  Sales charges on reinvested distributions to shareholders..........................................        None         None
  Maximum deferred sales charge (as a % of net asset value at time of purchase or sale, whichever is
    less)............................................................................................        None         5.0%
  Redemption charges.................................................................................        None         None
  Exchange Fees......................................................................................        None         None
ANNUAL FUND OPERATING EXPENSES (3):
  (AS A % OF AVERAGE NET ASSETS)
  Investment management and administration fees......................................................       0.97%        0.97%
  12b-1 distribution and service fees................................................................       0.35%        1.00%
  Other expenses (after reimbursements and waivers)..................................................       0.32%        0.32%
                                                                                                       -----------  -----------
Total Fund Operating Expenses........................................................................       1.64%        2.29%
                                                                                                       -----------  -----------
                                                                                                       -----------  -----------
</TABLE>
 
   
HYPOTHETICAL EXAMPLE OF EFFECT OF EXPENSES (6):
    
 
An investor would have directly or indirectly paid the following expenses at the
end of the periods shown on a $1,000 investment in the Fund, assuming a 5%
annual return:
 
   
<TABLE>
<CAPTION>
                                                                                            ONE    THREE   FIVE     TEN
                                                                                            YEAR   YEARS   YEARS   YEARS
                                                                                            ----   -----   -----   -----
<S>                                                                                         <C>    <C>     <C>     <C>
Class A Shares (4)........................................................................  $71    $104    $140    $240
Class B Shares:
    Assuming a complete redemption at end of period (5)...................................  $75    $105    $147    $265
    Assuming no redemption................................................................  $23    $ 72    $124    $265
</TABLE>
    
 
- ------------------
 
   
(1) THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
    COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN THE FUND. Long-term
    shareholders may pay more than the economic equivalent of the maximum
    front-end sales charges permitted by the National Association of Securities
    Dealers, Inc. rules regarding investment companies.
    
 
(2) Sales charge waivers are available for Class A and Class B shares, and
    reduced sales charge purchase plans are available for Class A shares. The
    maximum 5% contingent deferred sales charge on Class B shares applies to
    redemptions during the first year after purchase; the charge generally
    declines by 1% annually thereafter, reaching zero after six years. See "How
    to Invest."
 
(3) Expenses are based on the Fund's fiscal year ended October 31, 1997. "Other
    expenses" include custody, transfer agent, legal, audit and other operating
    expenses. See "Management" herein and the Statement of Additional
    Information for more information. The Fund also offers Advisor Class shares,
    which are not subject to 12b-1 distribution and service fees, to certain
    categories of investors. See "How to Invest."
 
(4) Assumes payment of maximum sales charge by the investor.
 
(5) Assumes deduction of the applicable contingent deferred sales charge.
 
   
(6) THE "HYPOTHETICAL EXAMPLE" IS NOT A REPRESENTATION OF PAST OR FUTURE
    EXPENSES. THE FUND'S ACTUAL EXPENSES, AND AN INVESTOR'S DIRECT AND INDIRECT
    EXPENSES, MAY BE MORE OR LESS THAN THOSE SHOWN. The tables and the
    assumption in the example of a 5% annual return are required by regulation
    of the SEC applicable to all mutual funds. The 5% annual return is not a
    prediction of and does not represent the Fund's projected or actual
    performance.
    
 
                               Prospectus Page 6
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
 
   
The tables below provide condensed financial information concerning income and
capital changes for one Class A and Class B share of the Fund. This information
is supplemented by the financial statements and accompanying notes appearing in
the Statement of Additional Information. The financial statements and notes for
the fiscal year ended October 31, 1997 have been audited by Coopers & Lybrand
L.L.P., independent accountants, whose report thereon also is included in the
Statement of Additional Information.
    
 
   
                        AIM GLOBAL GROWTH & INCOME FUND
                   (FORMERLY GT GLOBAL GROWTH & INCOME FUND)
    
 
<TABLE>
<CAPTION>
                                                                 CLASS A+
                                --------------------------------------------------------------------------
                                                           YEAR ENDED OCT. 31,
                                --------------------------------------------------------------------------
                                1997(a)     1996      1995      1994      1993(a)       1992        1991
                                --------  --------  --------  --------    --------     -------     -------
<S>                             <C>       <C>       <C>       <C>         <C>          <C>         <C>
Per Share Operating
 Performance:
Net asset value, beginning of
 period.......................  $   7.11  $   6.35  $   6.21  $   6.29    $   5.28     $  5.25     $  4.77
                                --------  --------  --------  --------    --------     -------     -------
Income from investment
 operations:
  Net investment income.......      0.21      0.22      0.24      0.22        0.24*       0.21*       0.27*
  Net realized and unrealized
   gain (loss) on
   investments................      1.12      0.82      0.13     (0.03)       1.05        0.10        0.47
                                --------  --------  --------  --------    --------     -------     -------
    Net increase (decrease)
     from investment
     operations...............      1.33      1.04      0.37      0.19        1.29        0.31        0.74
                                --------  --------  --------  --------    --------     -------     -------
Distributions:
  From net investment
   income.....................     (0.21)    (0.24)    (0.22)    (0.21)      (0.24)      (0.14)      (0.26)
  From net realized gain on
   investments................     (0.02)    (0.04)    (0.01)    (0.06)         --       (0.14)         --
  From sources other than net
   investment income..........        --        --        --        --       (0.04)         --          --
                                --------  --------  --------  --------    --------     -------     -------
    Total distributions.......     (0.23)    (0.28)    (0.23)    (0.27)      (0.28)      (0.28)      (0.26)
                                --------  --------  --------  --------    --------     -------     -------
                                --------  --------  --------  --------    --------     -------     -------
Net asset value, end of
 period.......................  $   8.21  $   7.11  $   6.35  $   6.21    $   6.29     $  5.28     $  5.25
                                --------  --------  --------  --------    --------     -------     -------
                                --------  --------  --------  --------    --------     -------     -------
Total investment return (e)...    19.01%    16.80%     6.27%     3.14%       25.1%        5.9%      15.68%
                                --------  --------  --------  --------    --------     -------     -------
                                --------  --------  --------  --------    --------     -------     -------
Ratios and supplemental data:
Net assets, end of period (in
 000's).......................  $292,528  $286,203  $284,069  $317,847    $251,428     $27,754     $71,376
Ratio of net investment income
 to average net assets........     2.74%     3.17%     3.85%     3.30%        3.3%*       4.1%*       5.0%*
Ratio of expenses to average
 net assets:
  With expense reduction......     1.50%     1.59%     1.70%     1.67%        1.8%*       1.9%*       1.9%*
  Without expense reduction...     1.64%     1.66%     1.74%       N/A         N/A         N/A         N/A
Portfolio turnover rate +++...       50%       39%       83%      117%         24%         53%         46%
Average commission rate per
 share paid on portfolio
 transactions +++.............  $ 0.0151  $ 0.0139       N/A       N/A         N/A         N/A         N/A
<FN>
- ------------------
+    All capital shares issued and outstanding as of October 21, 1992 were
     reclassified as Class A shares.
+++  Portfolio turnover and average commission rates are calculated on the basis
     of the Fund as a whole without distinguishing between the classes of shares
     issued.
*    Includes reimbursement by the Sub-Adviser of Fund operating expenses of
     $0.005, $0.02, $0.03 and $0.01 for the years ended October 31, 1993, 1992,
     1991 and for the period from September 25, 1990 to October 31, 1990,
     respectively. Without such reimbursements, the expense ratios would have
     been 1.93%, 2.20%, 2.46% and 2.40% and the net investment income to average
     net assets would have been 3.20%, 3.70%, 4.40% and 1.04% for the years
     ended October 31, 1993, 1992, 1991 and for the period from September 25,
     1990 to October 31, 1990, respectively.
(a)  These selected per share data were calculated based upon average shares
     outstanding during the year.
(b)  Not annualized.
(c)  Annualized.
(d)  Ratios not meaningful due to short period of operation of Class B shares.
(e)  Total investment return does not include sales charges.
N/A  Not Applicable.
</TABLE>
 
                               Prospectus Page 7
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
<TABLE>
<CAPTION>
                                              CLASS A+                                CLASS B++
                                          -----------------   ----------------------------------------------------------
                                           SEPT. 25, 1990                                                       OCT. 22,
                                            (COMMENCEMENT                   YEAR ENDED OCT. 31,                 1992 TO
                                          OF OPERATIONS) TO   ------------------------------------------------  OCT. 31,
                                            OCT. 31, 1990     1997(a)     1996      1995      1994    1993(a)   1992(a)
                                          -----------------   --------  --------  --------  --------  --------  --------
<S>                                       <C>                 <C>       <C>       <C>       <C>       <C>       <C>
Per Share Operating Performance:
Net asset value, beginning of period....       $ 4.76         $   7.11  $   6.35  $   6.21  $   6.29  $   5.28  $  5.29
                                              -------         --------  --------  --------  --------  --------  --------
Income from investment operations:
  Net investment income.................         0.01*            0.16      0.17      0.20      0.18      0.20**    0.01
  Net realized and unrealized gain
   (loss) on investments................           --             1.13      0.82      0.13     (0.03)     1.05    (0.02)
                                              -------         --------  --------  --------  --------  --------  --------
    Net increase (decrease) from
     investment operations..............         0.01             1.29      0.99      0.33      0.15      1.25   (0.01)
                                              -------         --------  --------  --------  --------  --------  --------
Distributions:
  From net investment income............           --            (0.17)    (0.20)    (0.18)    (0.17)    (0.20)      --
  From net realized gain on
   investments..........................           --            (0.02)    (0.03)    (0.01)    (0.06)       --       --
  From sources other than net investment
   income...............................           --               --        --        --        --     (0.04)      --
                                              -------         --------  --------  --------  --------  --------  --------
    Total distributions.................           --            (0.19)    (0.23)    (0.19)    (0.23)    (0.24)      --
                                              -------         --------  --------  --------  --------  --------  --------
Net asset value, end of period..........       $ 4.77         $   8.21  $   7.11  $   6.35  $   6.21  $   6.29  $  5.28
                                              -------         --------  --------  --------  --------  --------  --------
                                              -------         --------  --------  --------  --------  --------  --------
Total investment return (e).............         0.2%(b)        18.28%    16.06%     5.57%     2.48%     24.3%   (0.2)%(b)
                                              -------         --------  --------  --------  --------  --------  --------
                                              -------         --------  --------  --------  --------  --------  --------
Ratios and supplemental data:
Net assets, end of period (in 000's)....       $9,486         $456,893  $383,966  $356,796  $359,242  $150,768  $   280
Ratio of net investment income to
 average net assets.....................         2.9%*(c)        2.09%     2.52%     3.20%     2.65%      2.6%**     N/A(d)
Ratio of expenses to average net assets:
  With expense reduction................         0.6%*(c)        2.15%     2.24%     2.35%     2.32%      2.5%**     N/A(d)
  Without expense reduction.............          N/A            2.29%     2.31%     2.39%       N/A       N/A      N/A
Portfolio turnover rate +++.............         None              50%       39%       83%      117%       24%      53%
Average commission rate per share paid
 on portfolio transactions +++..........          N/A         $ 0.0151  $ 0.0139       N/A       N/A       N/A      N/A
<FN>
- ------------------
+    All capital shares issued and outstanding as of October 21, 1992 were
     reclassified as Class A shares.
++   Commencing October 22, 1992 the Fund began offering Class B shares.
+++  Portfolio turnover and average commission rates are calculated on the basis
     of the Fund as a whole without distinguishing between the classes of shares
     issued.
*    Includes reimbursement by the Sub-adviser of Fund operating expenses of
     $0.005, $0.02, $0.03 and $0.01 for the years ended October 31, 1993, 1992,
     1991 and for the period from September 25, 1990 to October 31, 1990,
     respectively. Without such reimbursements, the expense ratios would have
     been 1.93%, 2.20%, 2.46% and 2.40% and the net investment income to average
     net assets would have been 3.20%, 3.70%, 4.40% and 1.04% for the years
     ended October 31, 1993, 1992, 1991 and for the period from September 25,
     1990 to October 31, 1990, respectively.
**   Includes reimbursement by the Sub-adviser of Fund operating expenses of
     $0.005. Without such reimbursements, the expense ratio would have been
     1.9%, and the net investment income to average net assets would have been
     3.2%.
(a)  These selected per share data were calculated based upon average shares
     outstanding during the year.
(b)  Not annualized.
(c)  Annualized.
(d)  Ratios not meaningful due to short period of operation of Class B shares.
(e)  Total investment return does not include sales charges.
N/A  Not Applicable.
</TABLE>
 
                            ------------------------
 
<TABLE>
<CAPTION>
                                                                                    AVERAGE MONTHLY NUMBER
                                                                AVERAGE MONTHLY               OF             AVERAGE AMOUNT
                                           AMOUNT OF DEBT       AMOUNT OF DEBT       REGISTRANT'S SHARES       OF DEBT PER
                                           OUTSTANDING AT     OUTSTANDING DURING      OUTSTANDING DURING      SHARE DURING
YEAR ENDED                                  END OF PERIOD         THE PERIOD              THE PERIOD           THE PERIOD
- ----------------------------------------  -----------------  ---------------------  ----------------------  -----------------
<S>                                       <C>                <C>                    <C>                     <C>
October 31, 1997........................         --                $  77,178               92,456,411           $  0.0008
</TABLE>
 
                               Prospectus Page 8
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                              INVESTMENT OBJECTIVE
                                  AND POLICIES
 
- --------------------------------------------------------------------------------
 
The Fund's investment objective is long-term capital appreciation together with
current income. The Fund seeks its objective by investing in a global portfolio
of both equity and debt securities, allocated among diverse international
markets. There is no assurance that the Fund's investment objective will be
achieved.
 
At least 65% of the Fund's total assets normally will be invested in a
combination of blue-chip equity securities and high quality government bonds.
The Fund considers an equity security to be "blue chip" if: (i) during the
issuer's most recent fiscal year the security offered an above average dividend
yield relative to the latest reported dividend yield on the Morgan Stanley
Capital International World Index; AND (ii) the total equity market
capitalization of the issuer is at least $1 billion. Government bonds are deemed
to be high quality if at the time of the Fund's investment they are rated within
one of the two highest ratings categories of Moody's Investors Service, Inc.
("Moody's") or by Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. ("S&P"), or, if not rated, are deemed to be of equivalent quality in the
judgment of the Sub-adviser.
 
Up to 35% of the Fund's total assets may be invested in other equity securities
and investment grade government and corporate debt obligations which the
Sub-adviser believes will assist the Fund in achieving its objective.
"Investment grade" debt securities are those rated within one of the four
highest ratings categories of Moody's or S&P, or, if not rated, deemed to be of
equivalent quality in the judgment of the Sub-adviser.
 
Equity securities that the Fund may purchase include common stocks, preferred
stocks and warrants to acquire such stocks and other equity securities.
Government bonds that the Fund may purchase include debt obligations issued or
guaranteed by the United States or foreign governments (including foreign
states, provinces or municipalities) or their agencies, authorities or
instrumentalities and debt obligations of supranational entities organized or
supported by several national governments, such as the World Bank and the Asian
Development Bank. The debt obligations held by the Fund may include debt
obligations convertible into equity securities or having attached warrants or
rights to purchase equity securities. The Fund may purchase securities that are
issued by the government or a corporation or financial institution of one nation
but denominated in the currency of another nation (or a multinational currency
unit).
 
According to the Sub-adviser, as of the date of this Prospectus, more than 50%
of the total equity market capitalization worldwide is represented by non-U.S.
equity securities, and more than 50% of the value of all outstanding government
debt obligations throughout the world is represented by obligations denominated
in currencies other than the U.S. dollar. Moreover, from time to time the equity
and debt securities of issuers located outside the United States have
substantially outperformed the equity and debt securities of U.S. issuers.
Accordingly, the Sub-adviser believes that the Fund's policy of investing in a
global portfolio of equity and debt securities may enable the achievement of
long-term results superior to those produced by mutual funds with similar
objectives to that of the Fund that invest solely in U.S. equity and debt
securities.
 
SELECTION OF INVESTMENTS AND ASSET ALLOCATION. Consistent with the Fund's
investment objective, the Sub-adviser employs a conservative investment style in
managing the Fund's assets. In so doing the Sub-adviser attempts to limit
volatility and risk to capital. The Sub-adviser allocates the Fund's assets
among securities of countries and in currency denominations where opportunities
for meeting the Fund's investment objective are expected to be the most
attractive. The Sub-adviser attempts to identify those countries and industries
where economic and political factors are likely to produce above-average growth
rates and to further identify companies in such countries and industries that
are best positioned and managed to benefit from these factors.
 
The Fund currently contemplates that it will invest principally in securities of
issuers in the United States, Canada, Japan, Western Europe, New Zealand and
Australia. The Fund may invest substantially in securities denominated in one or
more currencies. Under normal conditions, the
 
                               Prospectus Page 9
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
Fund invests in issuers of not less than three different countries and issuers
of any one country, other than the United States, will represent no more than
40% of the Fund's total assets.
 
The relative proportions of equity and debt securities held by the Fund at any
one time will vary, depending upon the Sub-adviser's assessment of global
political and economic conditions and the relative strengths and weaknesses of
the world equity and debt markets. To enable the Fund to respond to general
economic changes and market conditions around the world, the Fund is authorized
to invest up to 100% of its total assets in either equity securities or debt
securities.
 
In selecting equity securities for investment, the Sub-adviser attempts to
identify and acquire only securities it deems to represent high or improving
investment quality. Securities representing high investment quality generally
will include those of well-known, established and successful issuers that the
Sub-adviser believes will continue to be successful in the future. Securities
representing improving investment quality may include those of an issuer that
has improved its sales or earnings or of an issuer the balance sheet and
financial condition of which is improving. The Sub-adviser seeks to avoid
investing in equity securities that appear overly speculative or risky, even if
they have attractive features or investment potential.
 
In evaluating debt securities considered for the Fund, the Sub-adviser analyzes
their yield, maturity, issue classification and quality characteristics, coupled
with expectations regarding local and world economies, movements in the general
level and term of interest rates, currency values, political developments, and
variations in the supply of funds available for investment in the world bond
market relative to the demands placed upon it. There are no limitations on the
maximum or minimum maturities of the debt securities considered by the Fund or
on the average weighted maturity of the debt portion of the Fund's portfolio.
Should the rating of a debt security be revised while such security is owned by
the Fund, the Sub-adviser will evaluate what action, if any, is appropriate with
respect to such security.
 
The Sub-adviser generally evaluates currencies on the basis of fundamental
economic criteria (e.g., relative inflation and interest rate levels and trends,
growth rate forecasts, balance of payments status and economic policies) as well
as technical and political data. The Fund may seek to protect itself against
negative currency movements by engaging in hedging techniques through the use of
options, futures and forward currency contracts.
 
   
TEMPORARY DEFENSIVE STRATEGIES. In the interest of preserving shareholders'
capital, the Sub-adviser may employ a temporary defensive investment strategy if
it determines such a strategy to be warranted due to market, economic or
political conditions. Under a defensive strategy, the Fund may hold cash (U.S.
dollars, foreign currencies or multinational currency units) and/or invest any
portion or all of its assets in high quality money market instruments of U.S. or
foreign issuers. In addition, for temporary defensive purposes, most or all of
the Fund's investments may be made in the United States and denominated in U.S.
dollars. To the extent the Fund adopts a temporary defensive posture, it will
not be invested so as to directly achieve its investment objective. In addition,
pending investment of proceeds from new sales of Fund shares or in order to meet
ordinary daily cash needs, the Fund may hold cash (U.S. dollars, foreign
currencies or multinational currency units) and may invest in foreign or
domestic high quality money market instruments. For a full description of money
market instruments, see "Money Market Instruments" in the Investment Objectives
and Policies section of the Statement of Additional Information.
    
 
BORROWING, REVERSE REPURCHASE AGREEMENTS AND ROLL TRANSACTIONS. The Fund may
borrow from banks or may borrow through reverse repurchase agreements and "roll"
transactions in connection with meeting requests for the redemption of Fund
shares. The Fund also may borrow up to 5% of its total assets for temporary or
emergency purposes other than to meet redemptions. The Fund may borrow up to
33 1/3% of its total assets. However, the Fund will not purchase securities
while borrowings in excess of 5% of the Fund's total assets are outstanding. Any
borrowing by the Fund may cause greater fluctuation in the value of its shares
than would be the case if the Fund did not borrow.
 
A reverse repurchase agreement is a borrowing transaction in which the Fund
transfers possession of a security to another party, such as a bank or
broker/dealer, in return for cash, and agrees to repurchase the security in the
future at an agreed upon price which includes an interest component. A "roll"
borrowing transaction involves the Fund's sale of securities together with its
commitment (for which the Fund may receive a fee) to purchase similar, but not
identical, securities at a future date.
 
                               Prospectus Page 10
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
SECURITIES LENDING. The Fund may lend its portfolio securities to broker/dealers
or to other institutional investors. Securities lending allows the Fund to
retain ownership of the securities loaned and, at the same time, enhances the
Fund's total return. The Fund limits its loans of portfolio securities to an
aggregate of 30% of the value of its total assets, measured at the time any such
loan is made. While a loan is outstanding, the borrower must maintain with the
Fund's custodian collateral consisting of cash, U.S. government securities or
certain irrevocable letters of credit equal to at least 100% of the value of the
borrowed securities, plus any accrued interest or such other collateral as
permitted by the Fund's investment program and regulatory agencies, and as
approved by the Board. The risks in lending portfolio securities, as with other
extensions of secured credit, consist of possible delays in receiving additional
collateral or in recovery of the securities and possible loss of rights in the
collateral should the borrower fail financially.
 
FOREIGN INVESTING. Investing in foreign securities entails certain risks. The
securities of non-U.S. issuers generally will not be registered with, nor the
issuers thereof be subject to the reporting requirements of the SEC.
Accordingly, there may be less publicly available information about foreign
securities and issuers than is available about domestic securities and issuers.
Foreign companies generally are not subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to domestic companies. In addition, certain costs attributable to
foreign investing, such as custody charges, are higher than those attributable
to domestic investing. Securities of some foreign companies are less liquid and
their prices may be more volatile than securities of comparable domestic
companies. The Fund's net investment income from foreign issuers may be subject
to non-U.S. withholding taxes, thereby reducing the Fund's net investment
income.
 
With respect to some foreign countries, there is the increased possibility of
expropriation or confiscatory taxation, limitations on the removal of funds or
other assets of the Fund, political or social instability, or diplomatic or
economic developments which could affect the Fund's investments in those
countries. Moreover, individual foreign economies may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross national
product, rate of inflation, rate of savings and capital reinvestment, resource
self-sufficiency and balance of payments positions. Investments in foreign
government securities involve special risks, including the risk that the
government issuers may be unable or unwilling to repay principal and interest
when due.
 
The Fund will also be affected favorably or unfavorably by exchange control
regulations or changes in the exchange rates between such currencies and the
U.S. dollar. Changes in currency exchange rates will influence the value of the
Fund's shares, and also may affect the value of dividends and interest earned by
the Fund and gains and losses realized by the Fund.
 
OPTIONS, FUTURES AND FORWARD CURRENCY TRANSACTIONS. To attempt to increase
return, the Fund may write call options on securities. This strategy will be
employed only when, in the opinion of the Sub-adviser, the size of the premium
the Fund receives for writing the option is adequate to compensate the Fund
against the risk that appreciation in the underlying security may not be fully
realized if the option is exercised. The Fund also is authorized to write put
options to attempt to enhance return, although it does not have the current
intention of so doing.
 
The Fund may also use forward currency contracts, futures contracts, options on
securities, options on currencies, options on indices and options on futures
contracts to attempt to hedge against the overall level of investment and
currency risk normally associated with the Fund's investments. These instruments
are often referred to as "derivatives," which may be defined as financial
instruments whose performance is derived, at least in part, from the performance
of another asset (such as a security, currency, or an index of securities). The
Fund may enter into such instruments up to the full value of its portfolio
assets. See "Options, Futures and Currency Strategies" in the Statement of
Additional Information.
 
To attempt to hedge against adverse movements in exchange rates between
currencies, the Fund may enter into forward currency contracts for the purchase
or sale of a specified currency at a specified future date. Such contracts may
involve the purchase or sale of a foreign currency against the U.S. dollar, or
may involve two foreign currencies. The Fund may enter into forward currency
contracts either with respect to specific transactions or with respect to the
Fund's portfolio positions. The Fund also may purchase and sell put and call
options on currencies, futures contracts on
 
                               Prospectus Page 11
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
currencies and options on such futures contracts to hedge the Fund's portfolio
against movements in exchange rates.
 
In addition, the Fund may purchase and sell put and call options on equity and
debt securities to hedge against the risk of fluctuations in the prices of
securities held by the Fund or that the Sub-adviser intends to include in the
Fund's portfolio. The Fund also may purchase and sell put and call options on
stock indices to hedge against overall fluctuations in the securities markets or
in a specific market sector.
 
Further, the Fund may sell index futures contracts and may purchase put options
or write call options on such futures contracts to protect against a general
market or a specific market sector decline that could adversely affect the
Fund's portfolio. The Fund also may purchase index futures contracts and
purchase call options or write put options on such contracts to hedge against a
general market or market sector advance and thereby attempt to lessen the cost
of future securities acquisitions. Similarly, the Fund may use interest rate
futures contracts and options thereon to hedge the debt portion of its portfolio
against changes in the general level of interest rates.
 
Although the Fund is authorized to enter into options, futures and forward
currency transactions, the Fund might not enter into any such transactions.
Options, futures and foreign currency transactions involve certain risks, which
include: (1) dependence on the Sub-adviser's ability to predict movements in the
prices of individual securities, fluctuations in the general securities markets
and movements in interest rates and currency markets; (2) imperfect correlation,
or even no correlation, between movements in the price of forward contracts,
options, futures contracts or options thereon and movements in the price of the
currency or security hedged or used for cover; (3) the fact that the skills and
techniques needed to trade options, futures contracts and options thereon or to
use forward currency contracts are different from those needed to select the
securities in which the Fund invests; (4) the lack of assurance that a liquid
secondary market will exist for any particular option, futures contract or
option thereon at any particular time; (5) the possible loss of principal under
certain conditions; and (6) the possible inability of the Fund to purchase or
sell a portfolio security at a time when it would otherwise be favorable for it
to do so, or the possible need for the Fund to sell a security at a
disadvantageous time, due to the need for the Fund to maintain "cover" or to set
aside securities in connection with hedging transactions.
 
OTHER POLICIES AND RISKS. The Fund's net asset value will fluctuate, reflecting
fluctuations in the market value of its portfolio positions. Equity securities,
particularly common stocks, generally represent the most junior position in an
issuer's capital structure, and entitle holders to an interest in the assets of
an issuer, if any, remaining after all more senior claims have been satisfied.
The value of equity securities held by the Fund will fluctuate in response to
general market and economic developments, as well as developments affecting the
particular issuers of such securities. In addition, the value of debt securities
held by the Fund generally will fluctuate with changes in the perceived
creditworthiness of the issuers of such securities and movements in interest
rates. Investment grade debt securities rated Baa by Moody's are described by
Moody's as having speculative characteristics, and therefore may be affected by
economic conditions and changes in the circumstances of their issuers to a
greater extent than higher rated bonds.
 
   
The Fund may invest up to 15% of its net assets in illiquid securities and other
securities for which no readily available market exists. The Fund may also
invest up to 5% of its total assets in a combination of securities purchased on
a when-issued basis or with respect to which it has entered into forward
commitment agreements.
    
 
The Fund is classified under the Investment Company Act of 1940, as amended
("1940 Act") as a "non-diversified" fund. As a result, the Fund will be able to
invest in a fewer number of issuers than if it were classified under the 1940
Act as a "diversified" fund. To the extent that the Fund invests in a smaller
number of issuers, the value of the Fund's shares may fluctuate more widely and
the Fund may be subject to greater investment and credit risk with respect to
its portfolio.
 
OTHER INFORMATION. The Fund's investment objective may not be changed without
the approval of a majority of the Fund's outstanding voting securities. A
"majority of the Fund's outstanding voting securities" means the lesser of (i)
67% of the shares represented at a meeting at which more than 50% of the
outstanding shares are represented, or (ii) more than 50% of the outstanding
shares. In addition, the Fund has adopted certain investment limitations which
also may not be changed without shareholder approval. A complete description of
these limitations is included in the
 
                               Prospectus Page 12
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
   
Statement of Additional Information. Unless specifically noted, the Fund's
investment policies described in this Prospectus and in the Statement of
Additional Information may be changed by the Company's Board of Directors
without shareholder approval. The Fund's policies regarding lending, and the
percentage of Fund assets that may be committed to borrowing, are fundamental
policies and may not be changed without shareholder approval. If a percentage
restriction on investment or utilization of assets in an investment policy or
restriction is adhered to at the time an investment is made, a later change in
percentage ownership of a security or kind of securities resulting from changing
market values or a similar type of event will not be considered a violation of
the Fund's investment policies or restrictions.
    
 
The Fund is authorized to engage in Short Sales, although it currently has no
intention of doing so, and may purchase American Depository Receipts, American
Depository Shares, Global Depository Receipts and European Depository Receipts.
See "Short Sales" and "Depository Receipts," respectively, in the Investment
Objectives and Policies section of the Statement of Additional Information.
 
- --------------------------------------------------------------------------------
 
                                 HOW TO INVEST
 
- --------------------------------------------------------------------------------
 
GENERAL. Shares of the Fund may be purchased through Financial Institutions,
some of which may charge the investor a transaction fee. That fee will be in
addition to the sales charge payable by the investor, with respect to Class A
shares. Some of these Financial Institutions (or their designees) may be
authorized to accept purchase orders on behalf of the Fund. All purchase orders
will be executed at the public offering price next determined after the purchase
order is received, which includes any applicable sales charge for Class A
shares. Orders received by the Transfer Agent before the close of regular
trading on the New York Stock Exchange ("NYSE") (currently 4:00 p.m. Eastern
Time, unless weather, equipment failure or other factors contribute to an
earlier closing time) on any Business Day will be executed at the public
offering price for the applicable class of shares determined that day. Orders
received by authorized institutions (or their designees) before the close of
regular trading on the NYSE on a Business Day will be deemed to have been
received by the Fund on such day and will be effected that day, provided that
such orders are transmitted to the Transfer Agent prior to the time set for
receipt of such orders. A "Business Day" is any day Monday through Friday on
which the NYSE is open for business. Financial Institutions are responsible for
forwarding the investor's order to the Transfer Agent so that it will be
received prior to the required time.
 
The minimum initial investment is $500 ($100 for IRAs and $25 for custodial
accounts under Section 403(b)(7) of the Internal Revenue Code of 1986, as
amended (the "Code"), and other tax-qualified employer-sponsored retirement
accounts, if made under a systematic investment plan providing for monthly or
quarterly payments of at least that amount). The minimum for additional
purchases is $100 ($25 for IRAs, Code Section 403(b)(7) custodial accounts and
other tax-qualified employer-sponsored retirement accounts, as mentioned above).
THE FUND AND AIM DISTRIBUTORS RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER AND
TO SUSPEND THE OFFERING OF SHARES FOR A PERIOD OF TIME. In particular, the Fund
and AIM Distributors may reject purchase orders or exchanges by investors who
appear to follow, in the Sub-adviser's judgment, a market-timing strategy or
otherwise engage in excessive trading. See "How to Make Exchanges -- Limitations
on Purchase Orders and Exchanges."
 
WHEN PLACING PURCHASE ORDERS, INVESTORS SHOULD SPECIFY WHETHER THE ORDER IS FOR
CLASS A OR CLASS B SHARES OF THE FUND. ALL PURCHASE ORDERS THAT FAIL TO SPECIFY
A CLASS WILL AUTOMATICALLY BE INVESTED IN CLASS A SHARES. AIM DISTRIBUTORS WILL
REJECT ANY ORDER FOR PURCHASE OF MORE THAN $250,000 FOR CLASS B SHARES.
 
                               Prospectus Page 13
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
   
PURCHASES THROUGH THE TRANSFER AGENT. After an initial investment is made and a
shareholder account is established through a Financial Institution, at the
investor's option, subsequent purchases may be made directly through the
Transfer Agent. See "Shareholder Account Manual." Investors may also make an
initial investment in the Fund and establish a shareholder account directly
through the Transfer Agent by completing and signing an Account Application
accompanying this Prospectus. Investors should mail to the Transfer Agent the
completed Application together with a check to cover the purchase in accordance
with the instructions provided in the Shareholder Account Manual. Purchases will
be executed at the public offering price next determined after the Transfer
Agent has received the Account Application and check. Subsequent investments do
not need to be accompanied by an application.
    
 
Investors also may purchase shares of the Fund by bank wire. Bank wire purchases
will be effected at the next determined public offering price after the bank
wire is received. A wire investment is considered received when the Transfer
Agent is notified that the bank wire has been credited to the Fund. The investor
is responsible for providing prior telephonic or facsimile notice to the
Transfer Agent that a bank wire is being sent. An investor's bank may charge a
service fee for wiring money to the Fund. The Transfer Agent currently does not
charge a service fee for facilitating wire purchases, but reserves the right to
do so in the future. Investors desiring to open an account by bank wire should
call the Transfer Agent at the appropriate toll-free number provided in the
Shareholder Account Manual to obtain an account number and detailed
instructions.
 
CERTIFICATES. Physical certificates representing the Fund's shares will not be
issued unless a written request is submitted to the Transfer Agent. Shares of
the Fund are recorded on a register by the Transfer Agent, and shareholders who
do not elect to receive certificates have the same rights of ownership as if
certificates had been issued to them. Redemptions and exchanges by shareholders
who hold certificates may take longer to effect than similar transactions
involving non-certificated shares because the physical delivery and processing
of properly executed certificates is required. ACCORDINGLY, THE FUND RECOMMENDS
THAT SHAREHOLDERS DO NOT REQUEST ISSUANCE OF CERTIFICATES.
 
   
DIFFERENCES BETWEEN THE CLASSES. The primary difference between the classes of
the Fund's shares offered through this Prospectus lies in their sales charge
structures and ongoing expenses, as summarized below. Class A and Class B shares
of the Fund represent interests in the same Fund and have the same rights,
except that each class bears the separate expenses of its 12b-1 distribution
plan and normally has exclusive voting rights with respect to such plan, each
class can experience other minor expense differences and, in addition to
different sales charges, each class has a separate exchange privilege.
    
 
The decision as to which class of shares is more beneficial to an investor
depends on the amount invested, the intended length of time the investment is
held and the investor's personal situation. Large investments may qualify for a
reduced Class A sales charge. Investors in Class B shares have 100% of the
purchase invested immediately. Consult your financial adviser. Financial
Institutions may receive different levels of compensation for selling a
particular class of shares.
 
   
ADVISOR CLASS SHARES. Advisor Class shares are offered through a separate
prospectus to (a) trustees or other fiduciaries purchasing shares for employee
benefit plans that are sponsored by organizations that have at least 1,000
employees; (b) any account with assets of at least $10,000 if (i) a financial
planner, trust company, bank trust department or registered investment adviser
has investment discretion over the account and (ii) the account holder pays such
person as compensation for its advice and other services an annual fee of at
least .50% of the assets in the account; (c) any account with assets of at least
$10,000 if (i) the account is established under a "wrap fee" program and (ii)
the account holder pays the sponsor of the program an annual fee of at least
 .50% of the assets in the account; (d) accounts advised by INVESCO (NY), Inc. or
one of the companies formerly affiliated with Liechtenstein Global Trust AG,
provided such accounts were invested in Advisor Class shares of any of the
AIM/GT Funds on June 1, 1998; and (e) any of the companies composing or
affiliated with AMVESCAP PLC.
    
 
                               Prospectus Page 14
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                           PURCHASING CLASS A SHARES
 
The Fund's public offering price for Class A shares is the next determined net
asset value per share (see "Calculation of Net Asset Value") including any sales
charge determined in accordance with the following schedule:
 
<TABLE>
<CAPTION>
                                                          DEALER
                        INVESTOR'S SALES CHARGE         CONCESSION
                    --------------------------------  ---------------
                         AS A             AS A             AS A
                      PERCENTAGE       PERCENTAGE       PERCENTAGE
AMOUNT OF               OF THE           OF THE           OF THE
INVESTMENT              PUBLIC             NET            PUBLIC
IN SINGLE              OFFERING          AMOUNT          OFFERING
TRANSACTION              PRICE          INVESTED           PRICE
- ------------------  ---------------  ---------------  ---------------
<S>                 <C>              <C>              <C>
Less than
  $25,000.........           5.50%            5.82%           4.75%
$25,000 but less
  than $50,000....           5.25             5.54            4.50
$50,000 but less
  than $100,000...           4.75             4.99            4.00
$100,000 but less
  than $250,000...           3.75             3.90            3.00
$250,000 but less
  than $500,000...           3.00             3.09            2.50
$500,000 but less
  than
  $1,000,000......           2.00             2.04            1.60
</TABLE>
 
PURCHASES OF $1,000,000 OR MORE ARE AT NET ASSET VALUE, SUBJECT TO A CONTINGENT
DEFERRED SALES CHARGE OF 1% IF SHARES ARE REDEEMED PRIOR TO 18 MONTHS FROM THE
DATE SUCH SHARES WERE PURCHASED. AIM Distributors may pay a dealer concession
and/or advance a service fee on such transactions. Shares purchased prior to
June 1, 1998 without a sales charge based on the aggregate purchase amount equal
to at least $500,000 are subject to a contingent deferred sales charge for the
first year after their purchase equal to 1% of the lower of the original
purchase price or the net asset value of such shares at the time of redemption.
 
   
Reductions in the initial sales charges shown in the sales charge tables
(quantity discounts) apply to purchases of Class A shares of the AIM Funds that
are otherwise subject to an initial sales charge, provided that such purchases
are made by a "purchaser" as hereinafter defined. To receive a reduction in the
initial sales charge, at the time of purchase, investors must give their
Financial Institution, the Transfer Agent or AIM Distributors sufficient
information to permit confirmation of qualification. Purchases of Class B shares
of the AIM Funds will not be taken into account in determining whether a
purchase qualifies for a reduction in initial sales charges for Class A shares.
    
 
The term "purchaser" means:
 
/ / an individual and his or her spouse and children, including any trust
    established exclusively for the benefit of any such person; or a pension,
    profit-sharing, or other benefit plan established exclusively for the
    benefit of any such person, such as an IRA, Roth IRA, a single-participant
    money- purchase/profit-sharing plan or an individual participant in a 403(b)
    Plan (unless such 403(b) plan qualifies as the purchaser as defined below);
 
/ / a 403(b) plan, the employer/sponsor of which is an organization described
    under Section 501(c)(3) of the Code, provided that:
 
  a. the employer/sponsor must submit contributions for all participating
     employees in a single contribution transmittal (i.e., the funds will not
     accept contributions submitted with respect to individual participants);
 
  b. each transmittal must be accompanied by a single check or wire transfer;
     and
 
  c. all new participants must be added to the 403(b) plan by submitting an
     application on behalf of each new participant with the contribution
     transmittal;
 
   
/ / a trustee or fiduciary purchasing for a single trust, estate or single
    fiduciary account (including a pension, profit-sharing or other employee
    benefit trust created pursuant to a plan qualified under Section 401 of the
    Code) and 457 plans, although more than one beneficiary or participant is
    involved;
    
 
   
/ / a Simplified Employee Pension ("SEP"), Salary Reduction and other Elective
    Simplified Employee Pension Account ("SARSEP"), a Savings Incentive Match
    Plan for Employees IRA ("SIMPLE IRA") where the employer has notified AIM
    Distributors in writing that all of its related employee SEP, SARSEP or
    SIMPLE IRA accounts should be linked;
    
 
/ / any other organized group of persons, whether incorporated or not, provided
    the organization has been in existence for at least six months and has some
    purpose other than the purchase at a discount of redeemable securities of a
    registered investment company; or
 
/ / the discretionary advised accounts of AIM or A I M Capital Management, Inc.
    ("AIM Capital").
 
                               Prospectus Page 15
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
   
SALES CHARGE WAIVERS -- CLASS A SHARES. The following persons may purchase Class
A shares of the Fund through AIM Distributors without payment of an initial
sales charge: (a) A I M Management Group Inc. ("AIM Management") and its
affiliated companies; (b) any current or retired officer, director, trustee or
employee, or any member of the immediate family (including spouse, children,
parents and parents of spouse) of any such person, of AIM Management or its
affiliates or of certain mutual funds which are advised or managed by AIM; or
any trust established exclusively for the benefit of such persons; (c) any
employee benefit plan established for employees of AIM Management or its
affiliates; (d) any current or retired officer, director, trustee or employee,
or any member of the immediate family (including spouse, children, parents and
parents of spouse) of any such person, or of CIGNA Corporation or of any of its
affiliated companies, or of First Data Investor Services Group; (e) any
investment company sponsored by CIGNA Investments, Inc. or any of its affiliated
companies for the benefit of its directors' deferred compensation plans; (f)
discretionary advised clients of AIM or AIM Capital; (g) registered
representatives and employees of dealers who have entered into agreements with
AIM Distributors (or financial institutions that have arrangements with such
dealers with respect to the sale of shares of the AIM Funds and any member of
the immediate family (including spouse, children, parents and parents of spouse)
of any such person, provided that purchases at net asset value are permitted by
the policies of such person's employer; (h) certain broker-dealers, investment
advisers or bank trust departments that provide asset allocation, similar
specialized investment services or investment company transaction services for
their customers, that charge a minimum annual fee for such services, and that
have entered into an agreement with AIM Distributors with respect to their use
of the AIM Funds in connection with such services; (i) employees of Triformis
Inc.; (j) shareholders of any of the AIM/GT Funds as of April 30, 1987 who since
that date continually have owned shares of one or more of the AIM/GT Funds; (k)
certain former AMA Investment Advisers' shareholders who became shareholders of
the AIM Global Health Care Fund in October 1989, and who have continuously held
shares in the AIM/GT Funds since that time; and (l) former or current Class A
shareholders of The AIM Family of Funds, but only to the extent that their
purchase order is entered with an instruction to have all or a portion of the
proceeds from a concurrent redemption of Class A shares of The AIM Family of
Funds (on which a sales charge was paid) invested in Class A shares of the Fund.
    
 
   
In addition, shares of any AIM/GT Fund may be purchased at net asset value,
without payment of a sales charge, by pension, profit-sharing or other employee
benefit plans created pursuant to a plan qualified under Section 401 of the Code
or plans under Section 457 of the Code, or employee benefit plans created
pursuant to Section 403(b) of the Code and sponsored by nonprofit organizations
defined under Section 501(c)(3) of the Code. Such plans will qualify for
purchases at net asset value provided that (1) the total amount invested in the
plan is at least $1,000,000, (2) the sponsor signs a $1,000,000 Letter of
Intent, (3) such shares are purchased by an employer-sponsored plan with at
least 100 eligible employees, or (4) all of the plan's transactions are executed
through a single financial institution or service organization who has entered
into an agreement with AIM Distributors with respect to their use of the AIM/GT
Funds in connection with such accounts. Section 403(b) plans sponsored by public
educational institutions will not be eligible for net asset value purchases
based on the aggregate investment made by the plan or the number of eligible
employees. Participants in such plans will be eligible for reduced sales charges
based solely on the aggregate value of their individual investments in the
applicable AIM/GT Fund. AIM Distributors may pay investment dealers or other
financial service firms for share purchases of the AIM/GT Funds sold at net
asset value to an employee benefit plan in accordance with this paragraph as
follows: 1% of the first $2 million of such purchases, plus 0.80% of the next $1
million of such purchases, plus 0.50% of the next $17 million of such purchases,
and plus 0.25% of amounts in excess of $20 million of such purchases.
    
 
   
AIM DISTRIBUTORS AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME (1) TO WITHDRAW
ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS; (2) TO REJECT ANY
PURCHASE OR EXCHANGE ORDER OR TO CANCEL ANY PURCHASE DUE TO NONPAYMENT OF THE
PURCHASE PRICE; (3) TO INCREASE, WAIVE OR LOWER THE MINIMUM INVESTMENT
REQUIREMENTS; OR (4) TO MODIFY ANY OF THE TERMS OR CONDITIONS OF PURCHASE OF
SHARES OF THE FUND. AIM Distributors and its agents will use their best efforts
to provide notice of any such actions through correspondence with broker-dealers
and existing shareholders, supplements to the AIM/GT Funds' prospectuses, or
other appropriate means, and will provide
    
 
                               Prospectus Page 16
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
sixty (60) days' notice in the case of termination or material modification to
the exchange privilege discussed under the caption "How to Make Exchanges."
 
   
REINSTATEMENT PRIVILEGE. Shareholders who redeem their Class A shares in the
Fund have a one-time privilege of reinstating their investment by investing the
proceeds of the redemption at net asset value without a sales charge in Class A
shares of the Fund and/or one or more of the other AIM/GT Funds. The Transfer
Agent must receive from the investor or the investor's broker/dealer within 180
days after the date of the redemption both a written request for reinvestment
and a check not exceeding the amount of the redemption proceeds. The
reinstatement purchase will be effected at the net asset value per share next
determined after such receipt. Gain on the redemption is taxable notwithstanding
exercise of the reinvestment privilege although loss thereon might not be
deductible as a result of such exercise. See "Dividends, Other Distributions and
Federal Income Taxation."
    
 
REDUCED SALES CHARGE PLANS. Class A shares of the Fund may be purchased at
reduced sales charges either through the Right of Accumulation or under a Letter
of Intent. Investors should contact their Financial Institution or the Transfer
Agent for more information.
 
   
RIGHT OF ACCUMULATION. Pursuant to the Right of Accumulation, investors are
permitted to purchase shares of the Fund at the sales charge applicable to the
total of (a) the dollar amount then being purchased plus (b) the dollar amount
of the investor's concurrent purchases of other AIM Funds (other than AIM Dollar
Fund, AIM Cash Reserve Shares of AIM Money Market Fund and AIM Tax-Exempt Cash
Fund) plus (c) the price of all shares of AIM Funds (other than shares of AIM
Dollar Fund, AIM Cash Reserve Shares of AIM Money Market Fund and AIM Tax-Exempt
Cash Fund) already held by the investor. To receive the Right of Accumulation,
at the time of purchase investors must give their Financial Institution, the
Transfer Agent or AIM Distributors sufficient information to permit confirmation
of qualification. THE FOREGOING RIGHT OF ACCUMULATION APPLIES ONLY TO CLASS A
SHARES OF THE FUND AND OTHER AIM/GT FUNDS (OTHER THAN AIM DOLLAR FUND).
    
 
   
LETTER OF INTENT. In executing a Letter of Intent ("LOI"), an investor indicates
an aggregate investment amount he or she intends to invest in the Class A shares
of the Fund and the Class A shares of other AIM Funds (other than shares of AIM
Dollar Fund, AIM Cash Reserve Shares of AIM Money Market Fund and AIM Tax-Exempt
Cash Fund) in the following thirteen months. The LOI is included as part of the
Account Application located at the end of this Prospectus. The sales charge
applicable to that aggregate amount then becomes the applicable sales charge on
all purchases made concurrently with the execution of the LOI and in the
thirteen months following that execution. If an investor executes an LOI within
90 days of a prior purchase of AIM/GT Fund Class A shares (other than shares of
AIM Dollar Fund) the prior purchase may be included under the LOI and an
appropriate adjustment, if any, with respect to the sales charges paid by the
investor in connection with the prior purchase will be made, based on the
then-current net asset value(s) of the pertinent Fund(s). To receive a reduction
in the initial sales charge, at the time of purchase, investors must give their
Financial Institution, the Transfer Agent or AIM Distributors sufficient
information to permit confirmation of qualification.
    
 
If at the end of the thirteen month period covered by the LOI the total amount
of purchases does not equal the amount indicated, the investor will be required
to pay the difference between the sales charges paid at the reduced rate and the
sales charges applicable to the purchases actually made. Shares having a value
equal to 5% of the amount specified in the LOI will be held in escrow during the
thirteen month period (while remaining registered in the investor's name) and
are subject to redemption to assure any necessary payment to AIM Distributors of
a higher applicable sales charge.
 
   
For purposes of an LOI, any registered investment adviser, trust company or bank
trust department which exercises investment discretion and which intends within
thirteen months to invest $500,000 or more can be treated as a single purchaser,
provided further that such entity places all purchase and redemption orders.
Such entities should be prepared to establish their qualification for such
treatment. THE FOREGOING LOI APPLIES ONLY TO CLASS A SHARES OF THE FUND AND
OTHER AIM/GT FUNDS (OTHER THAN AIM DOLLAR FUND).
    
 
CONTINGENT DEFERRED SALES CHARGE. A CONTINGENT DEFERRED SALES CHARGE OF 1%
APPLIES TO PURCHASES OF CLASS A SHARES OF $1,000,000 OR MORE THAT ARE REDEEMED
WITHIN 18 MONTHS OF THE DATE OF PURCHASE. This charge will be 1% of the lesser
of the value of the shares redeemed (excluding reinvested dividends and capital
gain distributions) or the total original cost of such shares. In determining
whether a contingent deferred sales charge is payable, and the amount of
 
                               Prospectus Page 17
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
   
any such charge, shares not subject to the contingent deferred sales charge are
redeemed first (including shares purchased by reinvested dividends and capital
gains distributions and amounts representing increases from capital
appreciation), and then other shares are redeemed in the order of purchase. No
such charge will be imposed upon exchanges unless the shares acquired by
exchange are redeemed within 18 months of the date the shares were originally
purchased. For purposes of computing this 18 MONTH PERIOD, shares of any AIM/GT
Fund which were acquired through an exchange of shares which previously were
subject to the 1% contingent deferred sales charge will be credited with the
period of time such exchanged shares were held. The charge will be waived in the
following circumstances: (l) redemptions of shares by employee benefit plans
("Plans") qualified under Sections 401 or 457 of the Code, or Plans created
under Section 403(b) of the Code and sponsored by nonprofit organizations as
defined under Section 501(c)(3) of the Code, where shares are being redeemed in
connection with employee terminations or withdrawals, and (a) the total amount
invested in a Plan is at least $1,000,000, (b) the sponsor of a Plan signs a
letter of intent to invest at least $1,000,000 in one or more of the AIM Funds,
or (c) the shares being redeemed were purchased by an employer-sponsored Plan
with at least 100 eligible employees; provided, however, that Plans created
under Section 403(b) of the Code which are sponsored by public educational
institutions shall qualify under (a), (b) or (c) above on the basis of the value
of each Plan participant's aggregate investment in the AIM Funds, and not on the
aggregate investment made by the Plan or on the number of eligible employees;
(2) redemptions of shares following the death or post-purchase disability, as
defined in Section 72(m)(7) of the Code, of a shareholder or a settlor of a
living trust; (3) redemptions of shares purchased at net asset value by private
foundations or endowment funds where the initial amount invested was at least
$1,000,000; (4) redemptions of shares purchased by an investor in amounts of
$1,000,000 or more where such investor's dealer of record, due to the nature of
the investor's account, notifies AIM Distributors prior to the time of
investment that the dealer waives the payments otherwise payable to the dealer
by AIM Distributors; and (5) pursuant to a Systematic Withdrawal Plan, provided
that amounts withdrawn under such plan do not exceed on an annual basis 12% of
the value of the shareholder's investment in Class A shares at the time the
shareholder elects to participate in the Systematic Withdrawal Plan.
Shareholders who purchased $500,000 or more of Class A shares prior to June 1,
1998 are entitled to certain waivers of the contingent deferred sales charge on
those shares as described in the Statement of Additional Information under
"Information Relating to Sales and Redemptions -- Sales Charge Waivers for
Shares Purchased Prior to June 1, 1998".
    
 
                           PURCHASING CLASS B SHARES
 
Class B shares may be redeemed on any business day at the net asset value per
share next determined following receipt of the redemption order, less the
applicable contingent deferred sales charge shown in the table below. No
deferred sales charge will be imposed (i) on redemptions of Class B shares
following six years from the date such shares were purchased, (ii) on Class B
shares acquired through reinvestments of dividends and distributions
attributable to Class B shares or (iii) on amounts that represent capital
appreciation in the shareholder's account above the purchase price of the Class
B shares.
 
<TABLE>
<CAPTION>
                             CONTINGENT DEFERRED SALES
                               CHARGE AS % OF DOLLAR
YEARS SINCE PURCHASE MADE    AMOUNT SUBJECT TO CHARGE
- ---------------------------  -------------------------
<S>                          <C>
First......................             5%
Second.....................             4%
Third......................             3%
Fourth.....................             3%
Fifth......................             2%
Sixth......................             1%
Seventh and Following......            None
</TABLE>
 
In determining whether a contingent deferred sales charge is applicable, it will
be assumed that a redemption is made first, of any shares held in the
shareholder's account that are not subject to such charge; second, of shares
derived from reinvestment of dividends and distributions; third, of shares held
for more than six years from the date such shares were purchased; and fourth, of
shares held less than six years from the date such shares were purchased. The
applicable sales charge will be applied against the lesser of the current market
value of shares redeemed or their original cost.
 
For example, assume an investor purchased 100 shares at $10 per share for a cost
of $1,000. Subsequently, the shareholder acquired 15 additional shares through
dividend reinvestment. During the second year after the purchase the investor
decided to redeem $500 of his or her investment. Assuming at the time of the
redemption a net asset value of $11 per share, the value of the investor's
shares would be $1,265 (115 shares at $11 per share). The contingent deferred
sales charge would not be applied to the value of the reinvested dividend
shares. Therefore, the 15 shares currently
 
                               Prospectus Page 18
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
valued at $165 would be redeemed without a contingent deferred sales charge. The
number of shares needed to fund the remaining $335 of the redemption would equal
30.455. Using the lower of cost or market price to determine the contingent
deferred sales charge the original purchase price of $10 per share would be
used. The contingent deferred sales charge calculation would therefore be 30.455
shares times $10 per share at a contingent deferred sales charge rate of 4% (the
applicable rate in the second year after purchase) for a total contingent
deferred sales charge of $12.18.
 
   
Class B shares that are acquired pursuant to the exchange privilege during a
tender offer by AIM Floating Rate Fund ("Floating Rate Fund") will be subject,
in lieu of the contingent deferred sales charge described above, to a contingent
deferred sales charge equivalent to the early withdrawal charge on the common
stock of the Floating Rate Fund. The purchase of Class B shares will be deemed
to have occurred at the time of the initial purchase of the Floating Rate Fund's
common stock.
    
 
For federal income tax purposes, the amount of the contingent deferred sales
charge will reduce the gain or increase the loss, as the case may be, realized
on a redemption. The amount of any contingent deferred sales charge will be
payable to AIM Distributors.
 
   
CONTINGENT DEFERRED SALES CHARGE WAIVERS. Contingent deferred sales charges on
Class B shares will be waived on redemptions (1) following the death or
post-purchase disability, as defined in Section 72(m)(7) of the Code, of a
shareholder or a settlor of a living trust (provided AIM Distributors is
notified of such death or post-purchase disability at the time of the redemption
request and is provided with satisfactory evidence of such death or
post-purchase disability), (2) in connection with certain distributions from
individual retirement accounts, custodial accounts maintained pursuant to Code
Section 403(b), deferred compensation plans qualified under Code Section 457 and
plans qualified under Code Section 401 (collectively, "Retirement Plans"), (3)
pursuant to a Systematic Withdrawal Plan, provided that amounts withdrawn under
such plan do not exceed on an annual basis 12% of the value of the shareholder's
investment in Class B shares at the time the shareholder elects to participate
in the Systematic Withdrawal Plan, (4) effected pursuant to the right of a Fund
to liquidate a shareholder's account if the aggregate net asset value of shares
held in the account is less than the designated minimum account size described
in this Prospectus, and (5) effected by AIM of its investment in Class B shares.
    
Waiver category (1) above applies only to redemptions of Class B shares held at
the time of death or initial determination of post-purchase disability. Waiver
category (2) above applies only to redemptions resulting from:
 
   
(i)  required minimum distributions to plan participants or beneficiaries who
    are age 70 1/2 or older, and only with respect to that portion of such
    distributions which does not exceed 12% annually of the participant's or
    beneficiary's account value in a particular AIM/GT Fund;
    
 
(ii) in-kind transfers of assets where the participant or beneficiary notifies
    AIM Distributors of such transfer no later than the time such transfer
    occurs;
 
   
(iii) tax-free rollovers or transfers of assets to another Retirement Plan
    invested in Class B shares of one or more AIM Funds;
    
 
(iv) tax-free returns of excess contributions or returns of excess deferral
    amounts; and
 
(v) distributions upon the death or disability (as defined in the Code) of the
    participant or beneficiary.
 
   
Shareholders who purchased Class B shares prior to June 1, 1998 are entitled to
certain waivers of the contingent deferred sales charge on those shares as
described in the Statement of Additional Information under "Information Relating
to Sales and Redemptions -- Sales Charge Waivers for Shares Purchased Prior to
June 1, 1998."
    
 
            PROGRAMS APPLICABLE TO CLASS A SHARES AND CLASS B SHARES
 
   
AUTOMATIC INVESTMENT PLAN. Investors may purchase either Class A or Class B
shares of the Fund through the Automatic Investment Plan. Under this Plan, an
amount specified by the shareholder of $100 or more ($25 or more for IRAs, Code
Section 403(b)(7) custodial accounts and other tax-qualified employer-sponsored
retirement accounts) on a monthly or quarterly basis will be sent to the
Transfer Agent from the investor's bank for investment in the Fund. Participants
in the Automatic Investment Plan should not elect to receive dividends or other
distributions from the Fund in cash. A sales charge will be applied to each
automatic monthly purchase of Class A Fund shares in an amount determined in
accordance with the Right of Accumulation privilege described above. To
participate in the Automatic Investment Plan, investors should complete the
appropriate
    
 
                               Prospectus Page 19
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
portion of the Supplemental Application provided at the end of this Prospectus.
Investors should contact their Financial Institution or AIM Distributors for
more information.
 
   
DOLLAR COST AVERAGING PROGRAM. Investors may purchase either Class A or Class B
shares of the Fund through the Dollar Cost Averaging Program whereby a
shareholder invests the same dollar amount each month. Accordingly, the investor
purchases more shares when the Fund's net asset value is relatively low and
fewer shares when the Fund's net asset value is relatively high. This can result
in a lower average cost-per-share than if the shareholder followed a less
systematic approach. Dollar cost averaging does not assure a profit and does not
protect against loss in declining markets. Because such a program involves
continuous investment in securities regardless of fluctuating price levels of
such securities, investors should consider their financial ability to continue
purchases when prices are declining.
    
 
   
A participant in the Dollar Cost Averaging Program first designates the size of
his or her monthly investment in the Fund ("Monthly Investment") after
participation in the Program begins. The Monthly Investment must be at least
$1,000. The investor then will make an initial investment of at least $10,000 in
the AIM Dollar Fund. Thereafter, each month an amount equal to the specified
Monthly Investment automatically will be redeemed from the AIM Dollar Fund and
invested in Fund shares. A sales charge will be applied to each automatic
monthly purchase of Class A shares of the Fund in an amount determined in
accordance with the Right of Accumulation privilege described above. Investors
should contact their Financial Institution or AIM Distributors for more
information.
    
 
   
PORTFOLIO REBALANCING PROGRAM. The Portfolio Rebalancing Program ("Program")
permits eligible shareholders to establish and maintain an allocation across a
range AIM/GT Funds. The Program automatically rebalances holdings of AIM/GT
Funds to the established allocation on a periodic basis. Under the Program, a
shareholder may predesignate, on a percentage basis, how the total value of his
or her holdings in a minimum of two, and a maximum of ten, AIM/GT Funds
("Personal Portfolio") is to be rebalanced on a monthly, quarterly, semiannual,
or annual basis.
    
 
   
Rebalancing under the Program will be effected through the exchange of shares of
one or more AIM/ GT Funds in the shareholder's Personal Portfolio for shares of
the same class(es) of one or more other AIM/GT Funds in the shareholder's
Personal Portfolio. See "How to Make Exchanges." If shares of the AIM/GT Fund(s)
in a shareholder's Personal Portfolio have appreciated during a rebalancing
period, the Program will result in shares of AIM/GT Fund(s) that have
appreciated most during the period being exchanged for shares of AIM/GT Fund(s)
that have appreciated least. SUCH EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A
SHAREHOLDER'S REALIZING A GAIN OR LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME
TAX PURPOSES. See "Dividends, Other Distributions and Federal Income Taxation."
Participation in the Program does not assure that a shareholder will profit from
purchases under the Program nor does it prevent or lessen losses in a declining
market.
    
 
   
The Program will automatically rebalance the shareholder's Personal Portfolio on
the 28th day of the last month of the period chosen (or the immediately
preceding business day if the 28th is not a business day), subject to any
limitations below. The Program will not execute an exchange if the variance in a
shareholder's Personal Portfolio for a particular AIM/GT Fund would be 2% or
less. In predesignating percentages, shareholders must use whole percentages and
totals must equal 100%. Shareholders participating in the Program may not
request issuance of physical certificates representing a Fund's shares. The
AIM/GT Fund and AIM Distributors reserve the right to modify, suspend, or
terminate the Program at any time on 60 days' prior written notice to
shareholders. A request to participate in the Program must be received in good
order at least five business days prior to the next rebalancing date. Once a
shareholder establishes the Program for his or her Personal Portfolio, a
shareholder cannot cancel or change which rebalancing frequency, which AIM/GT
Funds or what allocation percentages are assigned to the Program, unless
canceled or changed in writing and received by the Transfer Agent in good order
at least five business days prior to the rebalancing date. Shareholders
participating in the Program may also participate in the Right of Accumulation,
Letter of Intent, and Dollar Cost Averaging programs. Certain Financial
Institutions may charge a fee for establishing accounts relating to the Program.
Investors should contact their Financial Adviser or AIM Distributors for more
information.
    
 
                               Prospectus Page 20
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                             HOW TO MAKE EXCHANGES
 
- --------------------------------------------------------------------------------
 
   
Shares of a Fund may be exchanged for shares of the same class of any other
AIM/GT Fund, based on their respective net asset values without imposition of
any sales charges, provided that the registration remains identical. Exchange
requests received in good order by the Transfer Agent before the close of
regular trading on the NYSE on any Business Day will be processed at the net
asset value calculated on that day.
    
 
   
EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A SHAREHOLDER REALIZING A GAIN OR
LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME TAX PURPOSES. See "Dividends, Other
Distributions and Federal Income Taxation." In addition to the Fund, the AIM/GT
Funds include the following:
    
 
   
  - AIM AMERICA VALUE FUND
    
  - AIM DEVELOPING MARKETS FUND
  - AIM DOLLAR FUND
  - AIM EMERGING MARKETS FUND
  - AIM EUROPE GROWTH FUND
   
  - AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
    
   
  - AIM GLOBAL FINANCIAL SERVICES FUND
    
   
  - AIM GLOBAL GOVERNMENT INCOME FUND
    
   
  - AIM GLOBAL HEALTH CARE FUND
    
  - AIM GLOBAL HIGH INCOME FUND
   
  - AIM GLOBAL INFRASTRUCTURE FUND
    
   
  - AIM GLOBAL RESOURCES FUND
    
   
  - AIM GLOBAL TELECOMMUNICATIONS FUND
    
  - AIM INTERNATIONAL GROWTH FUND
  - AIM JAPAN GROWTH FUND
  - AIM LATIN AMERICAN GROWTH FUND
   
  - AIM MID CAP GROWTH FUND
    
  - AIM NEW DIMENSION FUND
  - AIM NEW PACIFIC GROWTH FUND
   
  - AIM SMALL CAP EQUITY FUND
    
  - AIM STRATEGIC INCOME FUND
  - AIM WORLDWIDE GROWTH FUND
 
   
An investor interested in making an exchange should contact his or her Financial
Institution or the Transfer Agent to request the prospectus of the other mutual
fund(s) being considered. Certain Financial Institutions may charge a fee for
handling exchanges. The terms of the exchange offer may be modified at any time,
on 60 days' prior written notice.
    
 
   
EXCHANGES BY TELEPHONE. A shareholder may give exchange instructions to the
shareholder's Financial Institution or the Transfer Agent by telephone at the
appropriate toll-free number provided in the Shareholder Account Manual.
Exchange orders will be accepted by telephone provided that the exchange
involves only uncertificated shares on deposit in the shareholder's account or
for which certificates have previously been deposited. Shareholders
automatically have telephone privileges to authorize exchanges. The Fund, AIM
Distributors and the Transfer Agent will not be liable for any loss or damage
for acting in good faith upon instructions received by telephone and reasonably
believed to be genuine. The Fund employs reasonable procedures to confirm that
instructions communicated by telephone are genuine prior to acting upon
instructions received by telephone, including requiring some form of personal
identification, providing written confirmation of such transactions, and/or tape
recording of telephone instructions.
    
 
   
EXCHANGES BY MAIL. Exchange orders should be sent by mail to the shareholder's
Financial Institution or to the Transfer Agent at the address set forth in the
Shareholder Account Manual.
    
 
   
EXCHANGES WITH THE AIM FAMILY OF FUNDS. Currently no exchanges are permitted
between the Fund and funds of The AIM Family of Funds. However, it is
anticipated that such exchanges will be offered prior to October 1, 1998. In
addition, as of the date of this prospectus, Class A shares of the Fund may be
redeemed and the proceeds invested without the imposition of a front-end sales
charge in Class A shares of funds of The AIM Family of Funds upon receipt of the
redemption proceeds by the transfer agent of The AIM Family of Funds.
    
 
                               Prospectus Page 21
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
   
The AIM Family of Funds includes the following funds:
    
 
  - AIM ADVISOR FLEX FUND
  - AIM ADVISOR INTERNATIONAL VALUE FUND
  - AIM ADVISOR LARGE CAP VALUE FUND
  - AIM ADVISOR MULTIFLEX FUND
  - AIM ADVISOR REAL ESTATE FUND
   
  - AIM ASIAN GROWTH FUND
    
  - AIM BALANCED FUND
  - AIM BLUE CHIP FUND
  - AIM CAPITAL DEVELOPMENT FUND
  - AIM CHARTER FUND
  - AIM CONSTELLATION FUND
  - AIM EUROPEAN DEVELOPMENT FUND
  - AIM GLOBAL AGGRESSIVE GROWTH FUND
  - AIM GLOBAL GROWTH FUND
  - AIM GLOBAL INCOME FUND
  - AIM GLOBAL UTILITIES FUND
  - AIM HIGH INCOME MUNICIPAL FUND
  - AIM HIGH YIELD FUND
  - AIM INCOME FUND
  - AIM INTERMEDIATE GOVERNMENT FUND
  - AIM INTERNATIONAL EQUITY FUND
  - AIM LIMITED MATURITY TREASURY FUND
  - AIM MONEY MARKET FUND
  - AIM MUNICIPAL BOND FUND
  - AIM SELECT GROWTH FUND
  - AIM TAX-EXEMPT BOND FUND OF CONNECTICUT
  - AIM TAX-EXEMPT CASH FUND
  - AIM TAX-FREE INTERMEDIATE FUND
  - AIM VALUE FUND
  - AIM WEINGARTEN FUND
 
   
An investor interested in making a net asset value purchase of The Aim Family of
Funds should contact his or her Financial Institution or the Transfer Agent to
request the prospectus of the other mutual fund(s) being considered. Certain
Financial Institutions may charge a fee for handling net asset value purchases.
    
 
   
LIMITATIONS ON PURCHASE ORDERS AND EXCHANGES. The AIM/GT Funds are not intended
to serve as vehicles for frequent trading in response to short-term fluctuations
in the market. Due to the disruptive effect that market-timing investment
strategies and excessive trading can have on efficient portfolio management,
each AIM/GT Fund and AIM Distributors reserve the right to refuse purchase
orders and exchanges by any person or group, if, in the Sub-adviser's judgment,
such person or group was following a market-timing strategy or was otherwise
engaging in excessive trading.
    
 
   
In addition, each AIM/GT Fund and AIM Distributors reserve the right to refuse
purchase orders and exchanges by any person or group if, in the Sub-adviser's
judgment, the Fund would not be able to invest the money effectively in
accordance with that Fund's investment objective and policies or would otherwise
potentially be adversely affected. Although an AIM/GT Fund will attempt to give
investors prior notice whenever it is reasonably able to do so, it may impose
the above restrictions at any time.
    
 
   
Finally, as described above, each AIM/GT Fund and AIM Distributors reserve the
right to reject any purchase order.
    
 
                               Prospectus Page 22
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                              HOW TO REDEEM SHARES
 
- --------------------------------------------------------------------------------
 
Fund shares may be redeemed at their net asset value (subject to any applicable
contingent deferred sales charge for Class B shares or, in limited
circumstances, Class A shares) and redemption proceeds will be sent within seven
days of the execution of a redemption request. If a redeeming shareholder owns
more than one class of shares, the Shareholder must specify the class of shares
to be redeemed.
 
REDEMPTIONS THROUGH FINANCIAL INSTITUTIONS. Shareholders with accounts at
Financial Institutions which sell shares of the Fund may submit redemption
requests to such Financial Institutions. If the shares are held in the name of
the Financial Institution, the redemption must be made through the Financial
Institution. Financial Institutions may honor a redemption request either by
repurchasing shares from a redeeming shareholder at the net asset value next
determined after the Financial Institution receives the request or, as described
below, by forwarding such requests to the Transfer Agent (see "How to Redeem
Shares -- Redemptions Through the Transfer Agent"). Redemption proceeds normally
will be paid by check or, if offered by the Financial Institution, credited to
the shareholder's account at the Financial Institution at the election of the
shareholder. Financial Institutions may impose a service charge for handling
redemption transactions placed through them and may have other requirements
concerning redemptions. Accordingly, shareholders should contact their Financial
Institution for more details.
 
REDEMPTIONS THROUGH THE TRANSFER AGENT. Redemption requests may be transmitted
to the Transfer Agent by telephone or by mail, in accordance with the
instructions provided in the Shareholder Account Manual. Redemptions will be
effected at the net asset value (less any applicable contingent deferred sales
charge for Class B shares or, in limited circumstances, Class A shares) next
determined after the Transfer Agent has received the request or after an
Authorized Institution has received the request, provided that the request is
transmitted to the Transfer Agent prior to the time set for receipt of such
redemption requests. Redemptions will only be effected if the request is
received in good order and accompanied by any required supporting documentation.
Redemption requests will not require a signature guarantee if the redemption
proceeds are to be sent either: (i) to the redeeming shareholder at the
shareholder's address of record as maintained by the Transfer Agent, provided
the shareholder's address of record has not been changed within the preceding
fifteen days; or (ii) directly to a pre-designated bank, savings and loan or
credit union account ("Pre-Designated Account"). ALL OTHER REDEMPTION REQUESTS
MUST BE ACCOMPANIED BY A SIGNATURE GUARANTEE OF THE REDEEMING SHAREHOLDER'S
SIGNATURE. A signature guarantee can be obtained from any bank, U.S. trust
company, a member firm of a U.S. stock exchange or a foreign branch of any of
the foregoing or other eligible guarantor institution. A notary public is not an
acceptable guarantor. A shareholder with questions concerning the Fund's
signature guarantee requirement should contact the Transfer Agent.
 
Shareholders may qualify to have redemption proceeds sent to a Pre-Designated
Account by completing the appropriate section of the Account Application at the
end of this Prospectus. Shareholders with Pre-Designated Accounts should request
that redemption proceeds be sent either by bank wire or by check. The minimum
redemption amount for a bank wire is $500. Shareholders requesting a bank wire
should allow two business days from the time the redemption request is effected
for the proceeds to be deposited in the shareholder's Pre-Designated Account.
See "How to Redeem Shares -- Other Important Redemption Information."
Shareholders may change their Pre-Designated Accounts only by a letter of
instruction to the Transfer Agent containing all account signatures, each of
which must be guaranteed. The Transfer Agent currently does not charge a bank
wire service fee for each wire redemption sent but reserves the right to do so
in the future. The shareholder's bank may charge a bank wire service fee.
 
REDEMPTIONS BY TELEPHONE. Redemption requests may be made by telephone by
calling the Transfer Agent at the appropriate toll-free number provided in the
Shareholder Account Manual.
 
                               Prospectus Page 23
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
Shareholders who hold certificates for shares may not redeem by telephone.
REDEMPTION REQUESTS MAY NOT BE MADE BY TELEPHONE FOR FIFTEEN DAYS FOLLOWING ANY
CHANGE OF THE SHAREHOLDER'S ADDRESS OF RECORD.
 
Shareholders automatically have telephone privileges to authorize redemptions.
The Fund, AIM Distributors and the Transfer Agent will not be liable for any
loss or damage for acting in good faith upon instructions received by telephone
and reasonably believed to be genuine. The Fund employs reasonable procedures to
confirm that instructions communicated by telephone are genuine prior to acting
upon instructions received by telephone, including requiring some form of
personal identification, providing written confirmation of such transactions,
and/or tape recording of telephone instructions.
 
REDEMPTIONS BY MAIL. Redemption requests should be mailed directly to the
Transfer Agent at the appropriate address provided in the Shareholder Account
Manual. As discussed above, requests for payment of redemption proceeds to a
party other than the shareholder of record and/or requests that redemption
proceeds be mailed to an address other than the shareholder's address of record
require a signature guarantee. In addition, if the shareholder's address of
record has been changed within the preceding fifteen days, a signature guarantee
is required. Redemptions of shares for which certificates have been issued must
be accompanied by properly endorsed share certificates.
 
SYSTEMATIC WITHDRAWAL PLAN. Shareholders owning shares with a value of $10,000
or more may participate in the GT Global Systematic Withdrawal Plan. A
participating shareholder will receive proceeds from monthly, quarterly or
annual redemptions of Fund shares with respect to either Class A or Class B
shares. No contingent deferred sales charge will be imposed on redemptions made
under the Systematic Withdrawal Plan. The minimum withdrawal amount is $100. The
amount or percentage a participating shareholder specifies to be redeemed may
not, on an annualized basis, exceed 12% of the value of the account, as of the
time the shareholder elects to participate in the Systematic Withdrawal Plan. To
participate in the Systematic Withdrawal Plan, investors should complete the
appropriate portion of the Supplemental Application provided at the end of this
Prospectus. Investors should contact their Financial Institution or the Transfer
Agent for more information. With respect to Class A shares, participation in the
Systematic Withdrawal Plan concurrent with purchases of Class A shares of the
Fund may be disadvantageous to investors because of the sales charges involved
and possible tax implications, and therefore is discouraged. In addition,
shareholders who participate in the Systematic Withdrawal Plan should not elect
to reinvest dividends or other distributions in additional Fund shares.
Systematic withdrawal plans offered by Financial Institutions may have different
features. Accordingly, shareholders should contact their Financial Institution
for more details.
 
OTHER IMPORTANT REDEMPTION INFORMATION. A request for redemption will not be
processed until all of the necessary documentation has been received in good
order. A shareholder in doubt as to what documents are required should contact
his or her Financial Institution or the Transfer Agent.
 
Except in extraordinary circumstances and as permitted under the Investment
Company Act of 1940 ("1940 Act"), payment for shares redeemed by telephone or in
writing will be made promptly after receipt of a redemption request, if in good
order, but not later than seven days after the date the request is executed.
Requests for redemption which are subject to any special conditions or which
specify a future or past effective date cannot be accepted.
 
If the Transfer Agent is requested to redeem shares for which the Fund has not
yet received good payment, the Fund may delay payment of redemption proceeds
until the Transfer Agent has assured itself that good payment has been collected
for the purchase of the shares. In the case of purchases by check it can take up
to 10 business days to confirm that the check has cleared and good payment has
been received. Redemption proceeds will not be delayed when shares have been
paid for by wire or when the investor's account holds a sufficient number of
shares for which funds already have been collected.
 
The Fund may redeem the shares of any shareholder whose account is reduced to
less than $500 in value through redemptions or other action by the shareholder.
Written notice will be given to the shareholder at least 60 days prior to the
date fixed for such redemption, during which time the shareholder may increase
his or her holdings to an aggregate amount of $500 or more (with a minimum
purchase of $100).
 
                               Prospectus Page 24
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                           SHAREHOLDER ACCOUNT MANUAL
 
- --------------------------------------------------------------------------------
 
   
Shareholders are encouraged to place purchase, exchange and redemption orders
through their Financial Institutions. Shareholders also may place such orders
directly in accordance with this Manual. See "How to Invest;" "How to Make
Exchanges;" "How to Redeem Shares;" and "Dividends, Other Distributions and
Federal Income Taxation" for more information.
    
 
The Fund's Transfer Agent is GT GLOBAL INVESTOR SERVICES, INC.
 
INVESTMENTS BY MAIL
 
Send completed Account Application (if initial purchase) or letter stating Fund
name, class of shares, shareholder's registered name and account number (if
subsequent purchase) with a check to:
 
   
    AIM/GT Funds
    P.O. Box 7345
    San Francisco, CA 94120-7345
    
 
INVESTMENTS BY BANK WIRE
 
An investor opening a new account should call 1-800-223-2138 to obtain an
account number. WITHIN SEVEN DAYS OF PURCHASE SUCH AN INVESTOR MUST SEND A
COMPLETED ACCOUNT APPLICATION CONTAINING THE INVESTOR'S CERTIFIED TAXPAYER
IDENTIFICATION NUMBER MUST BE SENT TO THE ADDRESS PROVIDED ABOVE UNDER
"INVESTMENTS BY MAIL." Wire instructions must state Fund name, class of shares,
shareholder's registered name and account number. Bank wires should be sent
through the Federal Reserve Bank Wire System to:
 
    WELLS FARGO BANK N.A.
    ABA 121000248
    Attn: GT GLOBAL
         Account No. 4023-050701
 
EXCHANGES BY TELEPHONE
 
Call the Transfer Agent at 1-800-223-2138.
 
EXCHANGES BY MAIL
 
   
Send complete instructions, including name of Fund exchanging from, class of
shares, amount of exchange, name of the AIM/GT Fund exchanging into,
shareholder's registered name and account number, to:
    
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
REDEMPTIONS BY TELEPHONE
 
Call the Transfer Agent at 1-800-223-2138.
 
REDEMPTIONS BY MAIL
 
Send complete instructions, including name of Fund, class of shares, amount of
redemption, shareholder's registered name and account number, to:
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
OVERNIGHT MAIL
 
Overnight mail services do not deliver to post office boxes. To send purchase,
exchange or redemption orders by overnight mail, follow the above instructions
but send to the following address:
 
    GT Global Investor Services, Inc.
    California Plaza
    2121 N. California Boulevard
    Suite 450
    Walnut Creek, CA 94596
 
ADDITIONAL QUESTIONS
 
Shareholders with additional questions regarding purchase, exchange and
redemption procedures should call the Transfer Agent at 1-800-223-2138.
 
                               Prospectus Page 25
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                         CALCULATION OF NET ASSET VALUE
 
- --------------------------------------------------------------------------------
 
The Fund calculates its net asset value as of the close of regular trading on
the NYSE (currently 4:00 p.m. Eastern Time, unless weather, equipment failure or
other factors contribute to an earlier closing time) each Business Day. The
Fund's net asset value per share is computed by determining the value of its
total assets (the securities it holds plus any cash or other assets, including
the interest accrued but not yet received), subtracting all of its liabilities
(including accrued expenses), and dividing the result by the total number of
shares outstanding at such time. Net asset value is determined separately for
each class of the Fund.
 
Equity securities are valued at the last sale price on the exchange or in the
over-the-counter market in which such securities are primarily 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. Long-term obligations are valued at the
mean of representative quoted bid and asked prices for such securities or, if
such prices are not available, at prices for securities of comparable maturity,
quality and type; however, when the Sub-adviser deems it appropriate, prices
obtained from a bond pricing service will be used. Short-term debt investments
are amortized to maturity based on their cost, adjusted for foreign exchange
translation and market fluctuations, provided such valuations represent fair
value. When market quotations for futures and options positions held by the Fund
are readily available, those positions are valued based upon such quotations.
 
   
Securities and other assets for which market quotations are not readily
available are valued at fair value determined in good faith by or under the
direction of the Company's Board of Directors. Securities and other assets
quoted in foreign currencies are valued in U.S. dollars based on the prevailing
exchange rates on that day.
    
 
The Fund's portfolio securities, from time to time, may be listed primarily on
foreign exchanges or over-the-counter dealer markets that trade on days when the
NYSE is closed (such as a Saturday). As a result, the net asset value of the
Fund may be significantly affected by such trading on days when shareholders
cannot purchase or redeem shares of the Fund.
 
   
The different service and distribution fees borne by each class of shares of the
Fund will result in different net asset values. The net asset value of the Class
B shares of the Fund generally will be lower than that of the Class A shares of
that Fund because of the higher service and distribution fees borne by the Class
B shares. The net asset value of the Advisor Class shares of the Fund generally
will be higher than that of the Class A and Class B shares of the Fund because
of the absence of any service and distribution fees applicable to the Advisor
Class shares. It is expected, however, that the net asset value per share of the
classes will tend to converge immediately after the payment of dividends, which
will differ by approximately the amount of the service and distribution fee
accrual differential among the classes.
    
 
- --------------------------------------------------------------------------------
 
                         DIVIDENDS, OTHER DISTRIBUTIONS
                          AND FEDERAL INCOME TAXATION
 
- --------------------------------------------------------------------------------
 
DIVIDENDS AND OTHER DISTRIBUTIONS. The Fund declares and pays quarterly
dividends from its net investment income, if any, which includes dividends,
accrued interest and earned discount (including both original issue and market
discounts) less applicable expenses. The Fund also annually distributes
substantially all of its realized net short-term capital gain (the excess of
short-term capital gains over short-term capital losses), net capital gain (the
excess of net long-term capital gain over net short-term loss) and net gains
from foreign currency transactions, if any. The Fund may make an additional
dividend or other distribution
 
                               Prospectus Page 26
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
if necessary to avoid a 4% excise tax on certain undistributed income and gain.
 
Dividends and other distributions paid by the Fund with respect to all classes
of its shares are calculated in the same manner and at the same time. The per
share income dividends on Class B shares will be lower than the per share income
dividends on Class A shares as a result of the higher service and distribution
fees applicable to Class B shares; and the per share income dividends on both
such classes of shares will be lower than the per share income dividends on the
Advisor Class shares as a result of the absence of any service and distribution
fees applicable to Advisor Class shares. SHAREHOLDERS MAY ELECT:
 
   
/ / to have all dividends and other distributions automatically reinvested in
    additional Fund shares of the distributing class (or in shares of the
    corresponding class of other AIM/GT Funds); or
    
 
   
/ / to receive dividends in cash and have other distributions automatically
    reinvested in additional Fund shares of the distributing class (or in shares
    of the corresponding class of other AIM/GT Funds); or
    
 
   
/ / to receive other distributions in cash and have dividends automatically
    reinvested in additional Fund shares of the distributing class (or in shares
    of the corresponding class of other AIM/GT Funds); or
    
 
/ / to receive dividends and other distributions in cash.
 
   
Automatic reinvestments in additional shares are made at net asset value without
imposition of a sales charge. IF NO ELECTION IS MADE BY A SHAREHOLDER, ALL
DIVIDENDS AND OTHER DISTRIBUTIONS WILL BE AUTOMATICALLY REINVESTED IN ADDITIONAL
FUND SHARES OF THE DISTRIBUTING CLASS. Reinvestments in another AIM/GT Fund may
only be directed to an account with the identical shareholder registration and
account number. These elections may be changed by a shareholder at any time; to
be effective with respect to a distribution, the shareholder or the
shareholder's broker must contact the Transfer Agent by mail or telephone at
least 15 Business Days prior to the payment date. THE FEDERAL INCOME TAX
CONSEQUENCES OF DIVIDENDS AND OTHER DISTRIBUTIONS ARE THE SAME WHETHER THEY ARE
RECEIVED IN CASH OR REINVESTED IN ADDITIONAL SHARES.
    
 
Any dividend or other distribution paid by the Fund has the effect of reducing
the net asset value per share on the ex-distribution date by the amount thereof.
Therefore, a dividend or other distribution paid shortly after a purchase of
shares would represent, in substance, a return of capital to the shareholder (to
the extent the distribution is paid on the shares so purchased), even though
subject to income tax, as discussed below.
 
TAXES. The Fund intends to continue to qualify for treatment as a regulated
investment company under the Code. In each taxable year that the Fund so
qualifies, the Fund (but not its shareholders) will be relieved of federal
income tax on that part of its investment company taxable income (consisting
generally of net investment income, net gains from certain foreign currency
transactions and net short-term capital gain) and net capital gain (i.e., the
excess of net long-term capital gain over net short-term capital loss) that it
distributes to its shareholders.
 
Dividends from the Fund's investment company taxable income (whether paid in
cash or reinvested in additional shares) are taxable to its shareholders as
ordinary income to the extent of its earnings and profits. Distributions of the
Fund's net capital gain, when designated as such, are taxable to its
shareholders as long-term capital gains, regardless of how long they have held
their Fund shares and whether paid in cash or reinvested in additional shares.
 
   
Under the Taxpayer Relief Act of 1997, different maximum tax rates apply to a
noncorporate taxpayer's net capital gain depending on the taxpayer's holding
period and marginal rate of federal income tax -- generally, 28% for gain
recognized on securities held for more than one year but not more than 18 months
and 20% (10% for taxpayers in the 15% marginal tax bracket) for gain recognized
on securities held for more than 18 months. The Fund may divide each net capital
gain distribution into a 28% rate gain distribution and a 20% rate gain
distribution (in accordance with the Fund's holding periods for the securities
it sold that generated the distributed gain), in which event its shareholders
must treat those portions accordingly.
    
 
The Fund provides federal tax information to its shareholders annually,
including information about dividends and capital gain distributions paid during
the preceding year and, under certain circumstances, the shareholders'
respective shares of any foreign taxes paid (directly or indirectly) by the
Fund, in which event each shareholder would be required to include in his or her
gross income his or her pro rata share of those taxes but might be entitled to
claim a credit or deduction for them. The
 
                               Prospectus Page 27
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
information regarding capital gain distributions designates the portions thereof
subject to the different maximum rates of tax applicable to noncorporate
taxpayers' net capital gain indicated above.
 
   
The Fund must withhold 31% from dividends, capital gain distributions and
redemption proceeds payable to any individuals and certain other noncorporate
shareholders who have not furnished to the Fund a correct taxpayer
identification number or a properly completed claim for exemption on Form W-8 or
W-9. Withholding at that rate also is required from dividends and capital gain
distributions payable to such shareholders who otherwise are subject to backup
withholding. Fund accounts opened via a bank wire purchase (see "How to Invest
- -- Purchases Through the Transfer Agent") are considered to have uncertified
taxpayer identification numbers unless a completed Form W-8 or W-9 or Account
Application is received by the Transfer Agent within seven days after the
purchase. A shareholder should contact the Transfer Agent if the shareholder is
uncertain whether a proper taxpayer identification number is on file with the
Fund.
    
 
   
A redemption of Fund shares may result in taxable gain or loss to the redeeming
shareholder, depending upon whether the redemption proceeds are more or less
than the shareholder's adjusted basis for the redeemed shares (which normally
includes any initial sales charge paid on Class A shares). An exchange of Fund
shares for shares of another mutual fund generally will have similar tax
consequences. However, special tax rules apply when a shareholder (1) disposes
of Class A shares of the Fund through a redemption or exchange within 90 days
after purchase and (2) subsequently acquires Class A shares of the Fund or of
any other mutual fund on which an initial sales charge normally is imposed
without paying that sales charge due to the reinstatement privilege or exchange
privilege. In these cases, any gain on the disposition of the original Class A
shares will be increased, or loss decreased, by the amount of the sales charge
paid when those shares were acquired, and that amount will increase the adjusted
basis of the shares subsequently acquired. In addition, if Fund shares are
purchased within 30 days before or after redeeming other Fund shares (regardless
of class) at a loss, all or a part of the loss will not be deductible and
instead will increase the basis of the newly purchased shares.
    
 
The foregoing is only a summary of some of the important federal tax
considerations generally affecting the Fund and its shareholders. See "Taxes" in
the Statement of Additional Information for a further discussion. There may be
other federal, state, local or foreign tax considerations applicable to a
particular investor. Prospective investors therefore are urged to consult their
tax advisers.
 
- --------------------------------------------------------------------------------
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
   
The Company's Board of Directors has overall responsibility for the operation of
the Fund. The Company's Board of Directors has approved all significant
agreements between the Company on the one side and persons or companies
furnishing services to the Fund on the other, including the investment advisory
and administrative services agreement with AIM, the investment sub-advisory and
sub-administration agreement with the Sub-adviser, the agreements with AIM
Distributors regarding distribution of the Fund's shares, the custody agreement
with State Street Bank and Trust Company and the transfer agency agreement with
GT Global Investor Services, Inc.. The day-to-day operations of the Fund are
delegated to the officers of the Company, subject always to the objective and
policies of the Fund and to the general supervision of the Company's Board of
Directors.
    
 
INVESTMENT MANAGEMENT AND ADMINISTRATION. Services provided by AIM and the
Sub-adviser as the Fund's investment managers and administrators include, but
are not limited to, determining the composition of the Fund's portfolio and
placing orders to buy, sell or hold particular securities; furnishing corporate
officers and clerical staff; providing office space, services and equipment; and
supervising all matters relating to the Fund's operation. For these services,
the Fund pays AIM investment management and administration fees, computed daily
and paid monthly, based on the average daily net assets, at the annualized rate
of .975% on the first $500 million, .95% on the next
 
                               Prospectus Page 28
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
$500 million, .925% on the next $500 million and .90% on amounts thereafter. Out
of the aggregate fees payable by the Fund, AIM pays the Sub-adviser sub-advisory
and sub-administration fees equal to 40% of the aggregate fees AIM receives from
the Fund. The investment management and administration fees paid by the Fund are
higher than those paid by most mutual funds. AIM has undertaken to limit the
Fund's expenses (exclusive of brokerage commissions, taxes, interest and
extraordinary expenses) to the annual rate of 1.75% and 2.40% of the average
daily net assets of the Fund's Class A and Class B shares, respectively.
 
   
The Sub-adviser also serves as the Fund's pricing and accounting agent. For
these services the Sub-adviser receives a fee at an annual rate derived by
applying 0.03% to the first $5 billion of assets of the AIM/GT Funds and 0.02%
to the assets in excess of $5 billion and allocating the result according to
each Fund's average daily net assets.
    
 
   
AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046, serves as the
investment adviser to the Fund pursuant to a master investment advisory
agreement, dated as of May 29, 1998 (the "Advisory Agreement"). AIM was
organized in 1976 and, together with its subsidiaries, manages or advises
approximately 90 investment company portfolios encompassing a broad range of
investment objectives. The Sub-adviser, INVESCO (NY), Inc., 50 California
Street, 27th Floor, San Francisco, California 94111, and 1166 Avenue of the
Americas, New York, New York 10036, serves as the sub-adviser to the Fund
pursuant to an investment sub-advisory agreement dated as of May 29, 1998. Prior
to May 29, 1998, the Sub-adviser was known as Chancellor LGT Asset Management,
Inc. On May 29, 1998, Liechtenstein Global Trust AG ("LGT"), the former indirect
parent organization of the Sub-adviser, consummated a purchase agreement with
AMVESCAP PLC pursuant to which AMVESCAP PLC acquired LGT's Asset Management
Division, which included the Sub-adviser and certain other affiliates. As a
result of this transaction, the Sub-adviser is now an indirect wholly owned
subsidiary of AMVESCAP PLC. Prior to the sale, the Sub-adviser and its worldwide
asset management affiliates provided investment management and/or administrative
services to institutional, corporate and individual clients around the world
since 1969.
    
 
AIM and the Sub-adviser and their worldwide asset management affiliates provide
investment management and/or administrative services to institutional, corporate
and individual clients around the world. AIM and the Sub-adviser are both
indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and its
subsidiaries are an independent investment management group that has a
significant presence in the institutional and retail segment of the investment
management industry in North America and Europe, and a growing presence in Asia.
 
   
In addition to the investment resources of their Houston, San Francisco and New
York offices, AIM and the Sub-adviser draw upon the expertise, personnel, data
and systems of other offices, including investment offices in Atlanta, Boston,
Dallas, Denver, Louisville, Miami, Portland (Oregon), Frankfurt, Hong Kong,
London, Singapore, Sydney, Tokyo and Toronto. In managing the Fund, the
Sub-adviser employs a team approach, taking advantage of its investment
resources around the world.
    
 
The investment professionals primarily responsible for the portfolio management
of the Fund are as follows:
 
                              GROWTH & INCOME FUND
 
   
<TABLE>
<CAPTION>
                            RESPONSIBILITIES FOR                              BUSINESS EXPERIENCE
NAME/OFFICE                       THE FUND                                      LAST FIVE YEARS
- ------------------  ------------------------------------  ------------------------------------------------------------
<S>                 <C>                                   <C>
Nicholas S. Train   Portfolio Manager for Fund since      Head of Investments for the United Kingdom and Europe for
 London              inception in 1990                     the Sub-adviser and INVESCO GT Asset Management PLC
                                                           (London) ("GT Asset Management"), an affiliate of the
                                                           Sub-adviser, since 1996. Portfolio Manager for the
                                                           Sub-adviser and GT Asset Management from 1984 to 1996.
Paul Griffiths      Portfolio Manager since 1995          Head of Global Fixed Income for the Sub-adviser and GT Asset
 London                                                    Management since June 1997. Portfolio Manager from 1994 to
                                                           1997. Global Bond Fund Manager for Lazard Investors from
                                                           1993 to 1994. Global Bond Fund Manager for Sanwa
                                                           International PLC from 1991 to 1993.
</TABLE>
    
 
                               Prospectus Page 29
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
   
In placing securities orders for the Fund's portfolio transactions, the
Sub-adviser seeks to obtain the best net results. Consistent with its obligation
to obtain the best net results, the Sub-adviser may consider a broker/dealer's
sale of shares of the AIM Funds as a factor in considering through whom
portfolio transactions will be effected. Brokerage transactions may be executed
through affiliates of AIM or the Sub-adviser.
    
 
   
DISTRIBUTION OF FUND SHARES. The Company has entered into master distribution
agreements relating to the Fund (the "Distribution Agreements"), dated May 29,
1998, with AIM Distributors, a registered broker/dealer and a wholly owned
subsidiary of AIM. The address of AIM Distributors is P.O. Box 4739, Houston,
Texas 77210-4739. The Distribution Agreements provide AIM Distributors with the
exclusive rights to distribute shares of the Fund directly and through Financial
Institutions with whom AIM Distributors has entered into agreements. Under the
Distribution Agreements, AIM Distributors acts as the distributor of Class A,
Class B and Advisor Class shares of the Fund. As distributor, Distributors
collects the sales charges imposed on purchases of Class A shares and any
contingent deferred sales charges that may be imposed on certain redemptions of
Class A or Class B shares.
    
 
   
AIM Distributors may elect to re-allow the entire initial sales charge to
dealers for all sales with respect to which orders are placed with AIM
Distributors during a particular period. Dealers to whom substantially the
entire sales charge is re-allowed may be deemed to be "underwriters" as that
term is defined under the Securities Act of 1933.
    
 
   
AIM Distributors may pay sales commissions to dealers and institutions who sell
Class B shares of the Fund at the time of such sales. Payments with respect to
Class B shares will equal 4.00% of the purchase price of the Class B shares sold
by the dealer or institution and will consist of a sales commission equal to
3.75% of the purchase price of the Class B shares sold plus an advance of the
first year service fee of 0.25% with respect to such shares. The portion of the
payments to AIM Distributors under the Class B Plan which constitutes an
asset-based sales charge (0.75%) is intended in part to permit AIM Distributors
to recoup a portion of such sales commissions plus financing costs. From time to
time, AIM Distributors may pay commissions in excess of these amounts.
Commissions are not paid on exchanges or certain reinvestments in Class B
shares. In addition, with respect to both classes of shares, AIM Distributors
makes ongoing payments to broker/dealers for distribution and service activities
in accordance with the Rule 12b-1 plans described below.
    
 
   
In addition, AIM Distributors makes ongoing payments to brokerage firms,
financial institutions (including banks) and others that facilitate the
administration and servicing of shareholder accounts.
    
 
   
In addition to amounts paid to dealers as a dealer concession out of the initial
sales charge paid by investors, AIM Distributors may, from time to time, at its
expense or as an expense for which it may be compensated under a distribution
plan, if applicable, pay a bonus or other consideration or incentive to dealers
who sell a minimum dollar amount of the shares of the AIM Funds during a
specified period of time. In some instances, these incentives may be offered
only to certain dealers who have sold or may sell significant amounts of shares.
At the option of the dealer, such incentives may take the form of payment for
travel expenses, including lodging, incurred in connection with trips taken by
qualifying registered representatives and their families to places within or
outside the United States. The total amount of such additional bonus payments or
other consideration shall not exceed 0.25% of the public offering price of the
shares sold. Any such bonus or incentive programs will not change the price paid
by investors for the purchase of the applicable AIM Fund's shares or the amount
that any particular Fund will receive as proceeds from such sales. Dealers may
not use sales of the AIM Funds' shares to qualify for any incentives to the
extent that such incentives may be prohibited by the laws of any state.
    
 
   
AIM Distributors may make payments to dealers and institutions who are dealers
of record for purchases of $1 million or more of Class A shares (or shares which
normally involve payment of initial sales charges), which are sold at net asset
value and are subject to a contingent deferred sales charge as follows: 1% of
the first $2 million of such purchases, plus 0.80% of the next $1 million of
such purchases, plus 0.50% of the next $l7 million of such purchases, plus 0.25%
of amounts in excess of $20 million of such purchases.
    
 
The Company has adopted a Master Distribution Plan applicable to Class A shares
of the Fund (the "Class A Plan") pursuant to Rule 12b-1 under the 1940 Act, to
compensate AIM Distributors for the purpose of financing any activity that is
intended to result in the sale of Class A shares of the
 
                               Prospectus Page 30
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
   
Fund. Under the Class A Plan, the Fund pays compensation to AIM Distributors at
an annual rate of 0.50% of the average daily net assets of Class A shares of the
Fund.
    
 
The Company also has adopted a Master Distribution Plan applicable to Class B
shares of the Fund (the "Class B Plan"). Under the Class B Plan, the Fund pays
compensation to AIM Distributors at an annual rate of 1.00% of the average daily
net assets of Class B shares of the Fund.
 
   
The Class A Plan and the Class B Plan (together, the "Plans") are designed to
compensate AIM Distributors for certain promotional and other sales-related
costs, and to implement a dealer incentive program that provides for periodic
payments to selected dealers who furnish continuing personal shareholder
services to their customers who purchase and own Class A and Class B shares of
the Fund. Payments also can be directed by AIM Distributors to Financial
Institutions who have entered into service agreements with respect to Class A
and Class B shares of the Fund and who provide continuing personal services to
their customers who own Class A and Class B shares of the Fund. The service fees
payable to selected Financial Institutions are calculated at the annual rate of
0.25% of the average daily net asset value of those Fund shares that are held in
such Institution's customers' accounts that were purchased on or after a
prescribed date set forth in the Plans. Of the aggregate amount payable under
the Plans, payments to Financial Institutions that provide continuing personal
shareholder services to their customers who purchase and own shares of a Fund,
in amounts of up to 0.25% of the average net assets of the Fund attributable to
the customers of such Financial Institutions are characterized as a service fee,
and payments to Financial Institutions in excess of such amount and payments to
AIM Distributors would be characterized as an asset-based sales charge. Payments
under the Plans are subject to any applicable limitations imposed by the rules
of the National Association of Securities Dealers, Inc.
    
 
The Plans do not obligate the Fund to reimburse AIM Distributors for the actual
expenses AIM Distributors may incur in fulfilling its obligations under the
Plans. Thus, even if AIM Distributors' actual expenses exceed the fee payable to
AIM Distributors thereunder at any time, the Fund will not be obligated to pay
more than that fee. If AIM Distributors' expenses are less than the fee it
receives, AIM Distributors will retain the full amount of the fee.
 
Under the Plans, AIM Distributors may in its discretion from time to time agree
to waive voluntarily all or any portion of its fee that has not been assigned or
transferred, while retaining its ability to be reimbursed for such fee prior to
the end of each fiscal year.
 
   
Under the Plans, certain Financial Institutions which have entered into service
agreements and which sell shares of the Fund on an agency basis, may receive
payments from the Fund pursuant to the respective Plans. AIM Distributors does
not act as principal, but rather as agent for the Fund, in making such payments.
For additional information concerning the operation of the Plans see
"Distribution Services Relating to the Fund" in the Management section of the
Statement of Additional Information.
    
 
The Glass-Steagall Act and other applicable laws, among other things, generally
prohibit federally chartered or supervised banks from engaging in the business
of underwriting or distributing securities. Accordingly, AIM Distributors
intends to engage banks (if at all) only to perform administrative and
shareholder servicing functions. If a bank were prohibited from so acting, its
shareholder clients would be permitted to remain shareholders, and alternative
means for continuing the servicing of such shareholders would be sought. It is
not expected that shareholders would suffer any adverse financial consequences
as a result of any of these occurrences.
 
                               Prospectus Page 31
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                               OTHER INFORMATION
 
- --------------------------------------------------------------------------------
 
CONFIRMATIONS AND REPORTS TO SHAREHOLDERS. Each time a transaction is made that
affects a shareholder's account in the Fund, the shareholder will receive from
the Transfer Agent a confirmation statement reflecting the transaction.
Confirmations for transactions effected pursuant to the Fund's Automatic
Investment Plan, Systematic Withdrawal Plan, and automatic dividend reinvestment
program may be provided quarterly. Shortly after the end of the Fund's fiscal
year on October 31 and fiscal half-year on April 30 of each year, shareholders
receive an annual and semiannual report, respectively. In addition, the federal
income tax status of distributions made by the Fund to shareholders is reported
after the end of each calendar year on Form 1099-DIV. Under certain
circumstances, duplicate mailings of the foregoing reports to the same household
may be consolidated.
 
   
ORGANIZATION OF THE COMPANY. The Company was organized as a Maryland corporation
on October 29, 1987. Prior to May 29, 1998, the Company operated under the name
G.T. Investment Funds, Inc. From time to time, the Company has established and
may continue to establish other funds, each corresponding to a distinct
investment portfolio and a distinct series of the Company's shares. Shares of
the Fund are entitled to one vote per share (with proportional voting for
fractional shares) and are freely transferable. Shareholders have no preemptive
or conversion rights.
    
 
   
On any matter submitted to a vote of shareholders, shares of the Fund will be
voted by the Fund's shareholders individually when the matter affects the
specific interest of the Fund only, such as approval of its investment
management arrangements. In addition, shares of a particular class of the Fund
may vote on matters affecting only that Class. The shares of the Fund and the
Company's other funds will be voted in the aggregate on other matters, such as
the election of Directors and ratification of the selection of the Company's
independent accountants.
    
 
   
Normally there will be no annual meeting of shareholders in any year, except as
required under the 1940 Act. The Company would be required to hold a
shareholders' meeting in the event that at any time less than a majority of the
Directors holding office had been elected by shareholders. Directors shall
continue to hold office until their successors are elected and have qualified.
Shares of the Company's funds do not have cumulative voting rights, which means
that the holders of a majority of the shares voting for the election of
Directors can elect all the Directors. A Director may be removed upon a majority
vote of the shareholders qualified to vote in the election. Shareholders holding
10% of the Company's outstanding voting securities may call a meeting of
shareholders for the purpose of voting upon the question of removal of any
Director or for any other purpose. The 1940 Act requires the Company to assist
shareholders in calling such a meeting.
    
 
   
Pursuant to the Company's Articles of Incorporation, it may issue six billion
shares. Of this number, 300 million shares have been classified as shares of the
Fund; 100 million shares have been classified as Class A shares, 100 million
shares have been classified as Class B shares, and 100 million shares have been
classified as Advisor Class shares. These amounts may be increased from time to
time in the discretion of the Board of Directors. Each share of the Fund
represents an interest in the Fund only, has a par value of $0.0001 per share,
represents an equal proportionate interest in the Fund with other shares of the
Fund and is entitled to such dividends and other distributions out of the income
earned and gain realized on the assets belonging to the Fund as may be declared
at the discretion of the Board of Directors. Each Class A, Class B and Advisor
Class share of the Fund is equal in earnings, assets and voting privileges,
except as noted above, and each class bears the expenses, if any, related to the
distribution of its shares. Shares of the Fund when issued are fully paid and
nonassessable.
    
 
   
Shareholders have been asked to vote on the reorganization of the Company into a
Delaware business trust. If approved by shareholders, it is anticipated that the
reorganization would occur prior to October 1, 1998. If the Company is
reorganized as a Delaware business trust, it is anticipated that Class B shares
of the Fund will convert to Class A shares approximately eight years
    
 
                               Prospectus Page 32
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
   
following the initial date the Class B shares were issued.
    
 
SHAREHOLDER INQUIRIES. Shareholder inquiries may be made by calling the Fund
toll-free at (800) 223-2138 or by writing to the Fund at 50 California Street,
27th Floor, San Francisco, CA 94111.
 
PERFORMANCE INFORMATION. The Fund, from time to time, may include information on
its investment results and/or comparisons of its investment results to various
unmanaged indices or results of other mutual funds or groups of mutual funds in
advertisements, sales literature or reports furnished to present or prospective
shareholders.
 
In such materials, the Fund may quote its average annual total return
("Standardized Return"). Standardized Return is calculated separately for each
class of shares of the Fund. Standardized Return shows percentage rates
reflecting the average annual change in the value of an assumed investment in
the Fund at the end of one-, five- and ten-year periods, reduced by the maximum
applicable sales charge imposed on sales of Fund shares. If a one-, five- and/or
ten-year period has not yet elapsed, data will be provided as of the end of a
shorter period corresponding to the life of the Fund. Standardized Return
assumes reinvestment of all dividends and other distributions.
 
In addition, in order to more completely represent the Fund's performance or
more accurately compare such performance to other measures of investment return,
the Fund also may include in advertisements, sales literature and shareholder
reports other total return performance data ("Non-Standardized Return").
Non-Standardized return reflects percentage rates of return encompassing all
elements of total return (e.g., income and capital appreciation or
depreciation); it assumes reinvestment of all dividends and other distributions.
Non-Standardized Return may be quoted for the same or different periods as those
for which Standardized Return is quoted; it may consist of an aggregate or
average annual percentage rate of return, actual year-by-year rates or any
combination thereof. Non-Standardized Return may or may not take sales charges
into account; performance data calculated without taking the effect of sales
charges into account will be higher than data including the effect of such
charges.
 
The Fund's performance data reflects past performance and is not necessarily
indicative of future results. The Fund's investment results will vary from time
to time depending upon market conditions, the composition of its portfolio and
its operating expenses. These factors and possible differences in calculation
methods should be considered when comparing the Fund's investment results with
those published for other investment companies, other investment vehicles and
unmanaged indices. The Fund's results also should be considered relative to the
risks associated with its investment objective and policies. See "Investment
Results" in the Statement of Additional Information.
 
The Fund's annual report contains additional information with respect to its
performance. The annual report is available to investors upon request and free
of charge.
 
   
YEAR 2000 COMPLIANCE PROJECT. In providing services to the Fund, AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely on internal computer
systems as well as external computer systems provided by third parties. Some of
these systems were not originally designed to distinguish between the year 1900
and the year 2000. This inability, if not corrected, could adversely affect the
services AIM, AIM Distributors, the Transfer Agent and the Sub-adviser and
others provide the Fund and its shareholders.
    
 
   
To address this important issue, AIM, AIM Distributors, the Transfer Agent and
the Sub-adviser have undertaken a comprehensive Year 2000 Compliance Project
(the "Project"). The Project consists of four phases: (i) inventorying every
software and hardware system in use at AIM, AIM Distributors, the Transfer Agent
and the Sub-adviser, as well as remote, third-party systems on which AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely; (ii) identifying
those systems that may not function properly after December 31, 1999; (iii)
correcting or replacing those systems that have been so identified; and (iv)
testing the processing of Fund data in all systems. Phase (i) has been
completed; phase (ii) is substantially completed; phase (iii) has commenced; and
phase (iv) is expected to commence during the third quarter of 1998. The Project
is scheduled to be completed by December 31, 1998. Following completion of the
Project, AIM, AIM Distributors and the Sub-adviser will review any systems
subsequently acquired to confirm that they are year 2000 compliant.
    
 
TRANSFER AGENT. Shareholder servicing, reporting and general transfer agent
functions for the Fund are performed by GT Global Investor Services, Inc. The
Transfer Agent is an affiliate of the Sub-adviser and AIM and maintains its
offices at
 
                               Prospectus Page 33
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
California Plaza, 2121 North California Boulevard, Suite 450, Walnut Creek, CA
94596.
 
CUSTODIAN. State Street Bank and Trust Company, 225 Franklin Street, Boston, MA
02110 is custodian of the Fund's assets.
 
COUNSEL. The law firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue,
N.W., Washington, D.C. 20036-1800, acts as counsel to the Company and the Fund.
Kirkpatrick & Lockhart LLP also acts as counsel to the Sub-adviser and the
Transfer Agent in connection with other matters.
 
   
INDEPENDENT ACCOUNTANTS. The Company's and the Fund's independent accountants
are Coopers & Lybrand L.L.P., One Post Office Square, Boston, MA 02109. Coopers
& Lybrand L.L.P. conducts an annual audit of the Fund, assists in the
preparation of the Fund's federal and state income tax returns, and consults
with the Company and the Fund as to matters of accounting, regulatory filings,
and federal and state income taxation.
    
 
MULTIPLE TRANSLATIONS OF THE PROSPECTUS. This Prospectus may be translated into
other languages. In the event of any inconsistency or ambiguity as to the
meaning of any word or phrase contained in a translation, the English text shall
prevail.
 
                               Prospectus Page 34
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW,  INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF  INVESTING IN RELATED INDUSTRIES, PLEASE  CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
                                     [LOGO]
 
  NO  DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
  ANY INFORMATION  OR  TO  MAKE  ANY  REPRESENTATION  NOT  CONTAINED  IN  THIS
  PROSPECTUS  AND, IF GIVEN  OR MADE, SUCH  INFORMATION OR REPRESENTATION MUST
  NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY AIM INVESTMENT FUNDS,  INC.,
  AIM GLOBAL GROWTH & INCOME FUND, A I M ADVISORS, INC., INVESCO (NY), INC. OR
  A  I M DISTRIBUTORS,  INC. THIS PROSPECTUS  DOES NOT CONSTITUTE  AN OFFER TO
  SELL OR  SOLICITATION OF  ANY OFFER  TO BUY  ANY OF  THE SECURITIES  OFFERED
  HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
  OFFER IN SUCH JURISDICTION.
    
 
   
                                                                       GGI-PRO-1
    
<PAGE>
   
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
    
                           PROSPECTUS -- JUNE 1, 1998
- --------------------------------------------------------------------------------
 
   
AIM EMERGING MARKETS FUND ("EMERGING MARKETS FUND") seeks long-term growth of
capital by investing primarily in equity securities of companies in emerging
markets.
    
 
   
AIM LATIN AMERICAN GROWTH FUND ("LATIN AMERICAN GROWTH FUND") seeks capital
appreciation by investing primarily in equity and debt securities of a broad
range of Latin American issuers.
    
 
   
There can be no assurance that the Emerging Markets Fund or the Latin American
Growth Fund (each a "Fund," and collectively, the "Funds") will achieve its
investment objective.
    
 
   
The Funds are managed by A I M Advisors, Inc. ("AIM") and are sub-advised and
sub-administered by INVESCO (NY), Inc. (the "Sub-adviser"). AIM and the
Sub-adviser and their worldwide asset management affiliates provide investment
management and/or administrative services to institutional, corporate and
individual clients around the world. AIM and the Sub-adviser are both indirect
wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and its subsidiaries are
an independent investment management group that has a significant presence in
the institutional and retail segment of the investment management industry in
North America and Europe, and a growing presence in Asia.
    
 
The Funds are designed for long term investors and not as trading vehicles. The
Funds do not represent a complete investment program, nor are they suitable for
all investors. The Funds may invest significantly in lower quality and unrated
foreign government bonds whose credit quality is generally considered the
equivalent of U.S. corporate debt securities commonly known as "junk bonds."
Investments of this type are subject to a greater risk of loss of principal and
interest. An investment in either Fund should be considered speculative and
subject to special risk factors, related primarily to the Funds' investments in
emerging markets and Latin America. Purchasers should carefully assess the risks
associated with an investment in either Fund.
 
   
This Prospectus sets forth concisely the information an investor should know
before investing and should be read carefully and retained for future reference.
A Statement of Additional Information for each Fund dated June 1, 1998, has been
filed with the Securities and Exchange Commission ("SEC") and, as supplemented
or amended from time to time, is incorporated by reference. The Statement of
Additional Information is available without charge by writing to the Funds at 50
California Street, 27th Floor, San Francisco, CA 94111, or by calling (800)
347-4246. It is also available, along with other related materials, on the SEC's
Internet web site (http://www.sec.gov).
    
 
FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED BY,
ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
 
An investment in either Fund offers the following advantages:
 
   
/ / Access to Securities Markets Around the World
    
 
/ / Low $500 Minimum Investment
 
/ / Alternative Purchase Plan
 
/ / Automatic Dividend and Other Distribution Reinvestment at No Additional
    Sales Charge
 
   
/ / Exchange Privileges with the Corresponding Classes of the Other AIM/GT Funds
    
 
/ / Reduced Sales Charge Plans
 
/ / Dollar Cost Averaging Program
 
/ / Automatic Investment Plan
 
/ / Systematic Withdrawal Plan
 
   
FOR FURTHER INFORMATION CALL (800) 824-1580 OR CONTACT YOUR FINANCIAL ADVISER.
    
 
                                     [LOGO]
 
- --------------------------------------------------------------------------------
 
THESE  SECURITIES  HAVE  NOT  BEEN APPROVED  OR  DISAPPROVED  BY  THE SECURITIES
 AND EXCHANGE  COMMISSION, NOR  HAS THE  SECURITIES AND  EXCHANGE  COMMISSION
   PASSED  ON  THE ACCURACY  OR  ADEQUACY OF  THIS  PROSPECTUS.         ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                               Prospectus Page 1
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                               TABLE OF CONTENTS
- ------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                              Page
                                                                                            ---------
<S>                                                                                         <C>
Prospectus Summary........................................................................          3
Financial Highlights......................................................................          8
Investment Objectives and Policies........................................................         12
Risk Factors..............................................................................         18
How to Invest.............................................................................         23
How to Make Exchanges.....................................................................         31
How to Redeem Shares......................................................................         33
Shareholder Account Manual................................................................         35
Calculation of Net Asset Value............................................................         36
Dividends, Other Distributions and Federal Income Taxation................................         36
Management................................................................................         38
Other Information.........................................................................         43
</TABLE>
    
 
                               Prospectus Page 2
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                               PROSPECTUS SUMMARY
 
- --------------------------------------------------------------------------------
 
The following summary is qualified in its entirety by the more detailed
information appearing in the body of this Prospectus. Cross-references in the
summary are to headings in the body of this Prospectus.
 
   
<TABLE>
<S>                            <C>                                               <C>
The Funds:                     The  Emerging  Markets  Fund is  a  diversified  series, and  the  Latin  American Growth  Fund  is a
                               non-diversified series of AIM Investment Funds, Inc. (the "Company").
 
Investment Objectives:         The Emerging Markets Fund seeks long-term growth of capital.
 
                               The Latin American Growth Fund seeks capital appreciation.
 
Principal Investments:         The Emerging Markets Fund normally invests at least  65% of its total assets in equity securities  of
                               companies in emerging markets.
 
                               The  Latin American Growth Fund normally invests at least  65% of its total assets in equity and debt
                               securities issued by Latin American companies and governments.
 
Principal Risk Factors:        There is no assurance that  either Fund will achieve its  investment objective. The Funds' net  asset
                               values will fluctuate, reflecting fluctuations in the market value of their portfolio holdings.
 
                               Each  Fund will  invest primarily  in foreign securities.  Investments in  foreign securities involve
                               risks relating  to  political  and economic  developments  abroad  and the  differences  between  the
                               regulations  to which  U.S. and foreign  issuers are  subject. Individual foreign  economies also may
                               differ favorably or unfavorably  from the U.S.  economy. Changes in  foreign currency exchange  rates
                               will  affect a Fund's net asset value, earnings and gains and losses realized on sales of securities.
                               Securities of foreign  companies may  be less liquid  and their  prices more volatile  than those  of
                               securities of comparable U.S. companies.
 
                               Each  Fund may  engage in certain  foreign currency, options  and futures transactions  to attempt to
                               hedge against  the overall  level of  investment and  currency risk  associated with  its present  or
                               planned investments. Such transactions involve certain risks and transaction costs.
 
                               The  Emerging Markets Fund may  invest up to 20%  of its total assets  in below investment grade debt
                               securities. There is no limitation on the percentage of the Latin American Growth Fund's total assets
                               that may be invested in such  securities. Investments of this type are  subject to a greater risk  of
                               loss of principal and interest.
 
                               See "Investment Objectives and Policies" and "Risk Factors."
</TABLE>
    
 
                               Prospectus Page 3
<PAGE>
                        AIM GLOBAL EMERGING MARKETS FUND
                     AIM GLOBAL LATIN AMERICAN GROWTH FUND
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
   
<TABLE>
<S>                            <C>                                               <C>
Investment Managers:           AIM and the Sub-adviser and their worldwide asset management affiliates provide investment management
                               and/or  administrative services to institutional, corporate  and individual clients around the world.
                               AIM and the Sub-adviser are both indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and
                               its subsidiaries are an independent  investment management group that  has a significant presence  in
                               the  institutional and  retail segment  of the  investment management  industry in  North America and
                               Europe, and a growing presence in Asia. AIM was organized in 1976 and, together with its  affiliates,
                               currently  advises approximately 90  investment company portfolios.  AIM advises the  Funds and other
                               investment company portfolios which are sub-advised by  the Sub-adviser ("AIM/GT Funds"). On May  29,
                               1998,  AMVESCAP PLC acquired  the Asset Management  Division of Liechtenstein  Global Trust AG, which
                               included the Sub-adviser and certain other affiliates.  AIM also serves as the investment adviser  to
                               other  mutual funds, which are not sub-advised by the Sub-adviser, that are part of The AIM Family of
                               Funds-Registered Trademark- ("The AIM Family of Funds," and together with the AIM/GT Funds, the  "AIM
                               Funds").
 
Alternative Purchase Plan:     Investors  may select Class A or  Class B shares, each subject  to different expenses and a different
                               sales charge structure. Each class has distinct advantages and disadvantages for different investors,
                               and investors should choose the class that best suits their circumstances and objectives. See "How to
                               Invest."
 
  Class A Shares:              Offered at net  asset value plus  any applicable sales  charge (maximum is  4.75% of public  offering
                               price)  and subject to  12b-1 service and  distribution fees at  the annualized rate  of 0.50% of the
                               average daily net assets of Class A shares.
 
  Class B Shares:              Offered at net asset value with no initial  sales charge (a maximum contingent deferred sales  charge
                               of  5% of net asset value at  the time of purchase or sale,  whichever is less, is imposed on certain
                               redemptions made within six years of date of purchase) and subject to 12b-1 service and  distribution
                               fees at the annualized rate of 1.00% of the average daily net assets of Class B shares.
 
Shares Available Through:      Class  A and Class B  shares are available through broker/dealers,  banks and other financial service
                               entities ("Financial Institutions") that  have entered into agreements  with the Funds'  distributor,
                               A  I M Distributors Inc. ("AIM Distributors"). Shares  also may be acquired by sending an application
                               directly to GT Global Investor Services, Inc.  ("The Transfer Agent") or through exchanges of  shares
                               as described below. See "How to Invest" and "Shareholder Account Manual."
 
Exchange Privileges:           Shares  may  be  exchanged  for shares  of  other  AIM/GT  Funds. See  "How  to  Make  Exchanges" and
                               "Shareholder Account Manual."
</TABLE>
    
 
   
THE AIM FAMILY OF FUNDS, THE AIM FAMILY OF FUNDS AND DESIGN (I.E., THE AIM
LOGO), AIM AND DESIGN, AIM, AIM LINK, AIM INSTITUTIONAL FUNDS, AIMFUNDS.COM, LA
FAMILIA AIM DE FONDOS AND LA FAMILIA AIM DE FONDOS AND DESIGN ARE REGISTERED
SERVICE MARKS AND INVEST WITH DISCIPLINE AND AIM BANK CONNECTION ARE SERVICE
MARKS OF A I M MANAGEMENT GROUP INC.
    
 
                               Prospectus Page 4
<PAGE>
                        AIM GLOBAL EMERGING MARKETS FUND
                     AIM GLOBAL LATIN AMERICAN GROWTH FUND
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
   
<TABLE>
<S>                            <C>                                               <C>
Redemptions:                   Shares may be redeemed  through Financial Institutions that  sell shares of the  Funds or the  Funds'
                               Transfer Agent. See "How to Redeem Shares" and "Shareholder Account Manual."
 
Dividends and Other            Dividends  are paid  annually from net  investment income  and realized net  short-term capital gain;
  Distributions:               other distributions are  paid annually  from net  capital gain and  net gains  from foreign  currency
                               transactions, if any.
 
Reinvestment:                  Dividends  and other distributions may be reinvested automatically in Fund shares of the distributing
                               class or in shares of the corresponding class of other AIM/GT Funds without a sales charge.
 
First Purchase:                $500 minimum ($100 for individual retirement accounts ("IRAs") and reduced amounts for certain  other
                               retirement plans).
 
Subsequent Purchases:          $100 minimum ($25 for IRAs and reduced amounts for certain other retirement plans).
 
Net Asset Values:              Quoted daily in the financial section of most newspapers.
 
Other Features:
 
  Class A Shares:              Letter of Intent                                  Dollar Cost Averaging Program
                               Quantity Discounts                                Automatic Investment Plan
                               Right of Accumulation                             Systematic Withdrawal Plan
                               Reinstatement Privilege                           Portfolio Rebalancing Program
 
  Class B Shares:              Systematic Withdrawal Plan                        Portfolio Rebalancing Program
                               Automatic Investment Plan                         Dollar Cost Averaging Program
</TABLE>
    
 
                               Prospectus Page 5
<PAGE>
   
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
    
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
 
   
                           AIM EMERGING MARKETS FUND
    
 
SUMMARY OF INVESTOR COSTS. The expenses and maximum transaction costs associated
with investing in the Class A and Class B shares of the Emerging Markets Fund
are reflected in the following tables (1):
 
   
<TABLE>
<CAPTION>
                                                                                                         CLASS A      CLASS B
                                                                                                       -----------  -----------
<S>                                                                                                    <C>          <C>
SHAREHOLDER TRANSACTION COSTS (2):
  Maximum sales charge on purchases (as a % of offering price).......................................       4.75%         None
  Sales charges on reinvested distributions to shareholders..........................................        None         None
  Maximum deferred sales charge (as a % of net asset value at time of purchase or sale, whichever is
   less).............................................................................................        None        5.00%
  Redemption charges.................................................................................        None         None
  Exchange fees......................................................................................        None         None
 
ANNUAL FUND OPERATING EXPENSES (3):
  (AS A % OF AVERAGE NET ASSETS)
  Investment management and administration fees......................................................       0.98%        0.98%
  12b-1 distribution and service fees................................................................       0.50%        1.00%
  Other expenses (after reimbursements and waivers)..................................................       0.52%        0.52%
                                                                                                       -----------  -----------
  Total Fund Operating Expenses......................................................................       2.00%        2.50%
                                                                                                       -----------  -----------
                                                                                                       -----------  -----------
</TABLE>
    
 
   
HYPOTHETICAL EXAMPLE OF EFFECT OF EXPENSES (6):
    
 
An investor would have directly or indirectly paid the following expenses at the
end of the periods shown on a $1,000 investment in the Fund, assuming a 5%
annual return:
 
   
<TABLE>
<CAPTION>
                                                                                  ONE    THREE   FIVE     TEN
                                                                                  YEAR   YEARS   YEARS   YEARS
                                                                                  ----   -----   -----   -----
<S>                                                                               <C>    <C>     <C>     <C>
Class A Shares (4)..............................................................  $67    $108    $151    $289
Class B Shares
    Assuming a complete redemption at end of period (5).........................  $77    $111    $157    $304
    Assuming no redemption......................................................  $26    $ 79    $135    $304
</TABLE>
    
 
- ------------------
   
(1) THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
    COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN THE FUND. Long-term
    shareholders may pay more than the economic equivalent of the maximum
    front-end sales charges permitted by the National Association of Securities
    Dealers, Inc. ("NASD") rules regarding investment companies.
    
 
(2) Sales charge waivers are available for Class A and Class B shares, and
    reduced sales charge purchase plans are available for Class A shares. The
    maximum 5% contingent deferred sales charge on Class B shares applies to
    redemptions during the first year after purchase. The charge generally
    declines by 1% annually thereafter, reaching zero after six years. See "How
    to Invest."
 
   
(3) Expenses are based on the Fund's fiscal year ended October 31, 1997 restated
    to reflect AIM's undertaking to limit the Fund's expenses (exclusive of
    brokerage commissions, taxes, interest and extraordinary expenses) to the
    annual rate of 2.00% and 2.50% of the average daily net assets of the Fund's
    Class A and Class B shares, respectively. "Other expenses" include custody,
    transfer agency, legal, audit and other operating expenses. Without
    reimbursements and waivers, "Other expenses" and "Total Fund Operating
    Expenses" would have been 0.70% and 2.18%, respectively, for Class A Shares
    and 0.70% and 2.68%, respectively, for Class B Shares of the Fund. See
    "Management" herein and the Statement of Additional Information for more
    information. The Fund also offers Advisor Class shares, which are not
    subject to 12b-1 distribution and service fees, to certain categories of
    investors. See "How to Invest."
    
 
(4) Assumes payment of maximum sales charge by the investor.
 
   
(5) Assumes deduction of the applicable contingent deferred sales charge.
    
 
   
(6) THE "HYPOTHETICAL EXAMPLE" IS NOT A REPRESENTATION OF PAST OR FUTURE
    EXPENSES. THE FUND'S ACTUAL EXPENSES, AND AN INVESTOR'S DIRECT AND INDIRECT
    EXPENSES, MAY BE MORE OR LESS THAN THOSE SHOWN. The tables and the
    assumption in the Hypothetical Example of a 5% annual return are required by
    regulation of the SEC applicable to all mutual funds. The 5% annual return
    is not a prediction of and does not represent the Fund's projected or actual
    performance.
    
 
                               Prospectus Page 6
<PAGE>
   
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
    
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
 
   
                         AIM LATIN AMERICAN GROWTH FUND
    
 
SUMMARY OF INVESTOR COSTS. The expenses and maximum transaction costs associated
with investing in the Class A and Class B shares of the Latin America Growth
Fund are reflected in the following tables (1):
 
   
<TABLE>
<CAPTION>
                                                                                                         CLASS A      CLASS B
                                                                                                       -----------  -----------
<S>                                                                                                    <C>          <C>
SHAREHOLDER TRANSACTION COSTS (2):
  Maximum sales charge on purchases of shares (as a % of offering price).............................       4.75%         None
  Sales charges on reinvested distributions to shareholders..........................................        None         None
  Maximum deferred sales charge (as a % of net asset value at time of purchase or sale, whichever is
   less).............................................................................................        None        5.00%
  Redemption charges.................................................................................        None         None
  Exchange fees......................................................................................        None         None
 
ANNUAL FUND OPERATING EXPENSES (3):
  (AS A % OF AVERAGE NET ASSETS)
  Investment management and administration fees......................................................       0.98%        0.98%
  12b-1 distribution and service fees................................................................       0.50%        1.00%
  Other expenses (after reimbursements and waivers)..................................................       0.52%        0.52%
                                                                                                       -----------  -----------
  Total Fund Operating Expenses......................................................................       2.00%        2.50%
                                                                                                       -----------  -----------
                                                                                                       -----------  -----------
</TABLE>
    
 
   
HYPOTHETICAL EXAMPLE OF EFFECT OF EXPENSES (6):
    
An investor would have directly or indirectly paid the following expenses at the
end of the periods shown on a $1,000 investment in the Fund, assuming a 5%
annual return:
 
   
<TABLE>
<CAPTION>
                                                                                  ONE    THREE   FIVE     TEN
                                                                                  YEAR   YEARS   YEARS   YEARS
                                                                                  ----   -----   -----   -----
<S>                                                                               <C>    <C>     <C>     <C>
Class A Shares (4)..............................................................  $67    $108    $151    $276
Class B Shares
    Assuming a complete redemption at end of period (5).........................  $77    $111    $157    $292
    Assuming no redemption......................................................  $26    $ 79    $135    $292
<FN>
- ------------------
(1)  THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
     COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN THE FUND. Long-term
     shareholders may pay more than the economic equivalent of the maximum
     front-end sales charges permitted by the NASD rules regarding investment
     companies.
(2)  Sales charge waivers are available for Class A and Class B shares, and
     reduced sales charge purchase plans are available for Class A shares. The
     maximum 5% contingent deferred sales charge on Class B shares applies to
     redemptions during the first year after purchase. The charge generally
     declines by 1% annually thereafter, reaching zero after six years. See "How
     to Invest."
(3)  Expenses are based on the Fund's fiscal year ended October 31, 1997
     restated to reflect the current expense limits. "Other expenses" include
     custody, transfer agency, legal, audit and other operating expenses. AIM
     has undertaken to limit the Fund's expenses (exclusive of brokerage
     commissions, taxes, interest and extraordinary expenses) to the annual rate
     of 2.00% and 2.50% of the average daily net assets of the Fund's Class A
     and Class B shares, respectively. Without reimbursements and waivers,
     "Other Expenses" and "Total Fund Operating Expenses" would have been 0.58%
     and 2.06%, respectively, for Class A shares and 0.58% and 2.56% for Class B
     Shares of the Fund. See "Management" herein and the Statement of Additional
     Information for more information. The Fund also offers Advisor Class
     shares, which are not subject to 12b-1 distribution and service fees, to
     certain categories of investors. See "How to Invest."
(4)  Assumes payment of maximum sales charge by the investor.
(5)  Assumes deduction of the applicable contingent deferred sales charge.
(6)  THE "HYPOTHETICAL EXAMPLE" IS NOT A REPRESENTATION OF PAST OR FUTURE
     EXPENSES. THE FUND'S ACTUAL EXPENSES, AND AN INVESTOR'S DIRECT AND INDIRECT
     EXPENSES, MAY BE MORE OR LESS THAN THOSE SHOWN. The tables and the
     assumption in the Hypothetical Example of a 5% annual return are required
     by regulation of the SEC applicable to all mutual funds. The 5% annual
     return is not a prediction of and does not represent the Fund's projected
     or actual performance.
</TABLE>
    
 
                               Prospectus Page 7
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
 
   
The tables below provide condensed financial information concerning income and
capital changes for one Class A and Class B share of each Fund. This information
is supplemented by the financial statements and accompanying notes appearing in
the Statement of Additional Information. The financial statements and notes for
the fiscal year ended October 31, 1997, have been audited by Coopers & Lybrand
L.L.P., independent accountants, whose report thereon also is included in the
Statement of Additional Information.
    
 
   
                           AIM EMERGING MARKETS FUND
                   (FORMERLY GT GLOBAL EMERGING MARKETS FUND)
    
 
<TABLE>
<CAPTION>
                                                                     CLASS A+
                                          --------------------------------------------------------------
                                                                                            MAY 18, 1992
                                                                                             (COMMENCE-
                                                                                              MENT OF
                                                        YEAR ENDED OCT. 31,                 OPERATIONS)
                                          ------------------------------------------------  TO OCT. 31,
                                          1997(D)   1996(D)   1995(D)     1994      1993        1992
                                          --------  --------  --------  --------  --------  ------------
<S>                                       <C>       <C>       <C>       <C>       <C>       <C>
Per share operating performance:
Net asset value, beginning of period....  $  14.26  $  13.85  $  18.81  $  14.42  $  11.10    $ 11.43
                                          --------  --------  --------  --------  --------  ------------
Income from investment operations:
  Net investment income (loss)..........        --      0.11      0.13     (0.02)     0.02*      0.07*
  Net realized and unrealized gain
   (loss) on investments................     (2.05)     0.30     (4.32)     4.68      3.38      (0.40)
                                          --------  --------  --------  --------  --------  ------------
    Net increase (decrease) from
     investment operations..............     (2.05)     0.41     (4.19)     4.66      3.40      (0.33)
                                          --------  --------  --------  --------  --------  ------------
Distributions:
  From net investment income............        --        --        --     (0.01)    (0.08)        --
  From net realized gain on
   investments..........................        --        --     (0.77)    (0.26)       --         --
  In excess of net investment income....     (0.01)       --        --        --        --         --
                                          --------  --------  --------  --------  --------  ------------
    Total distributions.................     (0.01)       --     (0.77)    (0.27)    (0.08)        --
                                          --------  --------  --------  --------  --------  ------------
Net asset value, end of period..........  $  12.20  $  14.26  $  13.85  $  18.81  $  14.42    $ 11.10
                                          --------  --------  --------  --------  --------  ------------
                                          --------  --------  --------  --------  --------  ------------
Total investment return (c).............  (14.45)%     2.96%  (23.04)%    32.58%     30.9%     (2.9)%(a)
                                          --------  --------  --------  --------  --------  ------------
                                          --------  --------  --------  --------  --------  ------------
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $113,319  $224,964  $252,457  $417,322  $187,808    $84,558
Ratio of net investment income (loss) to
 average net assets.....................   (0.01)%     0.76%     0.89%   (0.11)%      0.1%*      1.7%*(b)
Ratio of expenses to average net assets:
  With expense reductions...............     2.10%     1.96%     2.12%     2.06%      2.4%*      2.4%*(b)
  Without expense reductions............     2.18%     2.08%     2.14%       N/A       N/A        N/A
Portfolio turnover rate +++.............      150%      104%      114%      100%       99%        32%(b)
Average commission rate per share paid
 on portfolio transactions +++..........  $ 0.0015  $ 0.0040       N/A       N/A       N/A        N/A
</TABLE>
 
- ------------------
 
+   All capital shares issued and outstanding as of March 31, 1993 were
    reclassified as Class A shares.
 
+++ Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing between the classes of shares
    issued.
 
*   Includes reimbursement by the Sub-adviser of Fund operating expenses of
    $0.02 for the year ended October 31, 1993 and for the period from May 18,
    1992 (commencement of operations) to October 31, 1992, respectively. Without
    such reimbursements, the expense ratios would have been 2.61% and 2.91% and
    the ratio of net investment income to average net assets would have been
    (0.11)% and 1.21% for the year ended October 31, 1993 and for the period
    from May 18, 1992 (commencement of operations) to October 31, 1992,
    respectively.
 
(a) Not annualized.
 
(b) Annualized.
 
(c) Total investment return does not include sales charges.
 
(d) These selected per share data were calculated based upon average shares
    outstanding during the period.
N/A Not Applicable.
 
                               Prospectus Page 8
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
   
                           AIM EMERGING MARKETS FUND
                                  (CONTINUED)
    
<TABLE>
<CAPTION>
                                                                                                   CLASS B++
                                                                                 ----------------------------------------------
                                                                                              YEAR ENDED OCT. 31,
                                                                                 ----------------------------------------------
                                                                                  1997(D)     1996(D)     1995(D)       1994
                                                                                 ----------  ----------  ----------  ----------
<S>                                                                              <C>         <C>         <C>         <C>
Per share operating performance:
Net asset value, beginning of period...........................................  $    14.02  $    13.68  $    18.68  $    14.39
                                                                                 ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income (loss).................................................       (0.08)       0.04        0.06       (0.12)
  Net realized and unrealized gain (loss) on investments.......................       (2.00)       0.30       (4.29)       4.67
                                                                                 ----------  ----------  ----------  ----------
    Net increase (decrease) from investment operations.........................       (2.08)       0.34       (4.23)       4.55
                                                                                 ----------  ----------  ----------  ----------
Distributions:
  From net investment income...................................................          --          --          --          --
  From net realized gain on investments........................................          --          --       (0.77)      (0.26)
  In excess of net investment income...........................................          --          --          --          --
                                                                                 ----------  ----------  ----------  ----------
    Total distributions........................................................          --          --       (0.77)      (0.26)
                                                                                 ----------  ----------  ----------  ----------
Net asset value, end of period.................................................  $    11.94  $    14.02  $    13.68  $    18.68
                                                                                 ----------  ----------  ----------  ----------
                                                                                 ----------  ----------  ----------  ----------
Total investment return (c)....................................................    (14.91)%       2.49%    (23.37)%      31.77%
                                                                                 ----------  ----------  ----------  ----------
                                                                                 ----------  ----------  ----------  ----------
Ratios and supplemental data:
Net assets, end of period (in 000's)...........................................  $  127,658  $  216,004  $  225,861  $  291,289
Ratio of net investment income (loss) to average net assets....................     (0.51)%       0.26%       0.39%     (0.61)%
Ratio of expenses to average net assets:
  With expense reductions......................................................       2.60%       2.46%       2.62%       2.56%
  Without expense reductions...................................................       2.68%       2.58%       2.64%         N/A
Portfolio turnover rate +++....................................................        150%        104%        114%        100%
Average commission rate per share paid on portfolio transactions +++...........  $   0.0015  $   0.0040         N/A         N/A
 
<CAPTION>
 
                                                                                 APRIL 1, 1993
                                                                                  TO OCT. 31,
                                                                                     1993
                                                                                 -------------
<S>                                                                              <C>
Per share operating performance:
Net asset value, beginning of period...........................................    $   11.47
                                                                                 -------------
Income from investment operations:
  Net investment income (loss).................................................           --**
  Net realized and unrealized gain (loss) on investments.......................         2.92
                                                                                 -------------
    Net increase (decrease) from investment operations.........................         2.92
                                                                                 -------------
Distributions:
  From net investment income...................................................           --
  From net realized gain on investments........................................           --
  In excess of net investment income...........................................           --
                                                                                 -------------
    Total distributions........................................................           --
                                                                                 -------------
Net asset value, end of period.................................................    $   14.39
                                                                                 -------------
                                                                                 -------------
Total investment return (c)....................................................         25.5% (a)
                                                                                 -------------
                                                                                 -------------
Ratios and supplemental data:
Net assets, end of period (in 000's)...........................................  $     32,318
Ratio of net investment income (loss) to average net assets....................        (0.4)% **(b)
Ratio of expenses to average net assets:
  With expense reductions......................................................          2.9% **(b)
  Without expense reductions...................................................           N/A
Portfolio turnover rate +++....................................................           99%
Average commission rate per share paid on portfolio transactions +++...........           N/A
</TABLE>
 
- ------------------
 
++  Commencing April 1, 1993, the Fund began offering Class B shares.
 
+++ Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing between the classes of shares
    issued.
 
**  Includes reimbursement by the Sub-adviser of Fund operating expenses of
    $0.02. Without such reimbursements, the expense ratio would have been
    (3.63)% and the ratio of net investment income to average net assets would
    have been (0.76)%.
 
(a) Not annualized.
 
(b) Annualized.
 
(c) Total investment return does not include sales charges.
 
(d) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
N/A Not Applicable.
 
<TABLE>
<CAPTION>
                                                  AVERAGE MONTHLY AMOUNT    AVERAGE MONTHLY NUMBER
                                                         OF DEBT                OF REGISTRANT'S        AVERAGE AMOUNT
                                AMOUNT OF DEBT         OUTSTANDING                  SHARES              OF DEBT PER
                                OUTSTANDING AT          DURING THE                OUTSTANDING           SHARE DURING
YEAR ENDED                       END OF PERIOD            PERIOD               DURING THE PERIOD         THE PERIOD
- ------------------------------  ---------------  ------------------------  -------------------------  ----------------
<S>                             <C>              <C>                       <C>                        <C>
October 31, 1997..............    $6,184,000            $2,568,627                26,177,077              $0.0981
</TABLE>
 
                               Prospectus Page 9
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
 
   
                         AIM LATIN AMERICAN GROWTH FUND
                 (FORMERLY GT GLOBAL LATIN AMERICA GROWTH FUND)
    
 
<TABLE>
<CAPTION>
                                                                          CLASS A+
                                          ------------------------------------------------------------------------
                                                                                                     AUG. 13, 1991
                                                                                                      (COMMENCE-
                                                                                                        MENT OF
                                                             YEAR ENDED OCT. 31,                      OPERATIONS)
                                          ---------------------------------------------------------   TO OCT. 31,
                                          1997(A)   1996(A)   1995(A)   1994(A)   1993(A)    1992        1991
                                          --------  --------  --------  --------  --------  -------  -------------
<S>                                       <C>       <C>       <C>       <C>       <C>       <C>      <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $  17.95  $  15.38  $  26.11  $  19.78  $  15.59  $ 16.45    $  14.29
                                          --------  --------  --------  --------  --------  -------  -------------
Income from investment operations:
  Net investment income (loss)..........      0.11      0.09      0.15     (0.08)     0.18*    0.25*       0.01*
  Net realized and unrealized gain
   (loss) on investments................      1.44      2.59     (9.28)     6.75      5.21    (0.98)       2.15
                                          --------  --------  --------  --------  --------  -------  -------------
    Net increase (decrease) from
     investment operations..............      1.55      2.68     (9.13)     6.67      5.39    (0.73)       2.16
                                          --------  --------  --------  --------  --------  -------  -------------
Distributions:
  From net investment income............        --     (0.08)       --     (0.19)    (0.12)   (0.13)         --
  From net realized gain on
   investments..........................        --        --     (1.60)    (0.15)    (1.08)      --          --
  In excess of net investment income....        --     (0.03)       --        --        --       --          --
                                          --------  --------  --------  --------  --------  -------  -------------
    Total distributions.................        --     (0.11)    (1.60)    (0.34)    (1.20)   (0.13)         --
                                          --------  --------  --------  --------  --------  -------  -------------
Net asset value, end of period..........  $  19.50  $  17.95  $  15.38  $  26.11  $  19.78  $ 15.59    $  16.45
                                          --------  --------  --------  --------  --------  -------  -------------
                                          --------  --------  --------  --------  --------  -------  -------------
Total investment return (d).............     8.52%    17.52%  (37.16)%    34.10%     37.1%   (4.5)%       15.1%(b)
                                          --------  --------  --------  --------  --------  -------  -------------
                                          --------  --------  --------  --------  --------  -------  -------------
Ratios and supplemental data:
 
Net assets, end of period (in 000's)....  $159,496  $177,373  $182,462  $336,960  $129,280  $94,085    $125,038
Ratio of net investment income (loss) to
 average net assets.....................     0.52%     0.46%     0.86%   (0.29)%      1.3%*    1.3%*       1.2%*(c)
Ratio of expenses to average net assets:
  With expense reductions...............     1.96%     2.03%     2.11%     2.04%      2.4%*    2.4%*       2.4%*(c)
  Without expense reductions............     2.06%     2.10%     2.12%       N/A       N/A      N/A         N/A
Portfolio turnover rate +++.............      130%      101%      125%      155%      112%     159%        None
Average commission rate per share paid
 on portfolio transactions +++..........   $0.0007   $0.0005       N/A       N/A       N/A      N/A         N/A
</TABLE>
 
- ------------------
 
+   All capital shares issued and outstanding as of March 31, 1993 were
    reclassified as Class A shares.
 
+++ Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing between the classes of shares
    issued.
 
*   Includes reimbursement by the Sub-adviser of Fund operating expenses of
    $0.02, $0.04 and $0.01 for the years ended October 31, 1993 and 1992 and for
    the period from August 13, 1991 (commencement of operations) to October 31,
    1991, respectively. Without such reimbursements, the expense ratios would
    have been 2.49%, 2.62% and 3.42% and the ratios of net investment income to
    average net assets would have been 1.25%, 1.07% and 0.l5% for the years
    ended October 31, 1993 and 1992 and for the period from August 13, 1991 to
    October 31, 1991, respectively.
 
(a) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
(b) Not annualized.
 
(c) Annualized.
 
(d) Total investment return does not include sales charges.
 
N/A Not Applicable.
 
                               Prospectus Page 10
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
   
                         AIM LATIN AMERICAN GROWTH FUND
                                  (CONTINUED)
    
<TABLE>
<CAPTION>
                                                                                                   CLASS B++
                                                                                 ----------------------------------------------
                                                                                              YEAR ENDED OCT. 31,
                                                                                 ----------------------------------------------
                                                                                  1997(A)     1996(A)     1995(A)     1994(A)
                                                                                 ----------  ----------  ----------  ----------
<S>                                                                              <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period...........................................  $    17.78  $    15,21  $    25.94  $    19.75
                                                                                 ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income (loss).................................................        0.01          --        0.06       (0.22)
  Net realized and unrealized gain (loss) on investments.......................        1.44        2.59       (9.19)       6.74
                                                                                 ----------  ----------  ----------  ----------
    Net increase (decrease) from investment operations.........................        1.45        2.59       (9.13)       6.52
                                                                                 ----------  ----------  ----------  ----------
Distributions:
  From net investment income...................................................          --       (0.01)         --       (0.18)
  From net realized gain on investments........................................          --          --       (1.60)      (0.15)
  In excess of net investment income...........................................          --       (0.01)         --          --
                                                                                 ----------  ----------  ----------  ----------
    Total distributions........................................................          --       (0.02)      (1.60)      (0.33)
                                                                                 ----------  ----------  ----------  ----------
Net asset value, end of period.................................................  $    19.23  $    17.78  $    15.21  $    25.94
                                                                                 ----------  ----------  ----------  ----------
                                                                                 ----------  ----------  ----------  ----------
Total investment return (d)....................................................       8.04%      17.02%    (37.42)%      33.33%
                                                                                 ----------  ----------  ----------  ----------
                                                                                 ----------  ----------  ----------  ----------
Ratios and supplemental data:
 
Net assets, end of period (in 000's)...........................................  $  133,448  $  137,400  $  134,527  $  211,673
Ratio of net investment income (loss) to average net assets....................       0.02%     (0.04)%       0.36%     (0.79)%
Ratio of expenses to average net assets:
  With expense reductions......................................................       2.46%       2.53%       2.61%       2.54%
  Without expense reductions...................................................       2.56%       2.60%       2.62%         N/A
Portfolio turnover rate +++....................................................        130%        101%        125%        155%
Average commission rate per share paid on portfolio transactions +++...........  $   0.0007  $   0.0005         N/A         N/A
 
<CAPTION>
 
                                                                                 APRIL 1, 1993
                                                                                  TO OCT. 31,
                                                                                    1993(A)
                                                                                 -------------
<S>                                                                              <C>
Per Share Operating Performance:
Net asset value, beginning of period...........................................    $   16.26
                                                                                 -------------
Income from investment operations:
  Net investment income (loss).................................................        (0.07)
  Net realized and unrealized gain (loss) on investments.......................         3.56
                                                                                 -------------
    Net increase (decrease) from investment operations.........................         3.49
                                                                                 -------------
Distributions:
  From net investment income...................................................           --
  From net realized gain on investments........................................           --
  In excess of net investment income...........................................           --
                                                                                 -------------
    Total distributions........................................................           --
                                                                                 -------------
Net asset value, end of period.................................................    $   19.75
                                                                                 -------------
                                                                                 -------------
Total investment return (d)....................................................        21.5%(b)
                                                                                 -------------
                                                                                 -------------
Ratios and supplemental data:
Net assets, end of period (in 000's)...........................................    $  13,576
Ratio of net investment income (loss) to average net assets....................        (0.7)% (c)
Ratio of expenses to average net assets:
  With expense reductions......................................................          2.9% (c)
  Without expense reductions...................................................           N/A
Portfolio turnover rate +++....................................................          112%
Average commission rate per share paid on portfolio transactions +++...........           N/A
</TABLE>
 
- ------------------
 
++  Commencing April 1, 1993, the Fund began offering Class B shares.
 
+++ Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing between the classes of shares
    issued.
 
(a) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
(b) Not annualized.
 
(c) Annualized.
 
(d) Total investment return does not include sales charges.
 
N/A Not Applicable.
                         ------------------------------
 
<TABLE>
<CAPTION>
                                                  AVERAGE MONTHLY AMOUNT    AVERAGE MONTHLY NUMBER
                                                         OF DEBT                OF REGISTRANT'S        AVERAGE AMOUNT
                                AMOUNT OF DEBT         OUTSTANDING                  SHARES              OF DEBT PER
                                OUTSTANDING AT          DURING THE                OUTSTANDING           SHARE DURING
YEAR ENDED                       END OF PERIOD            PERIOD               DURING THE PERIOD         THE PERIOD
- ------------------------------  ---------------  ------------------------  -------------------------  ----------------
<S>                             <C>              <C>                       <C>                        <C>
October 31, 1997..............    $3,238,000            $1,519,383                16,973,475              $0.0895
</TABLE>
 
                               Prospectus Page 11
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                             INVESTMENT OBJECTIVES
                                  AND POLICIES
 
- --------------------------------------------------------------------------------
 
EMERGING MARKETS FUND
The Emerging Markets Fund's investment objective is long-term growth of capital.
Under normal circumstances, the Emerging Markets Fund seeks its objective by
investing at least 65% of its total assets in equity securities of companies in
emerging markets. The Emerging Markets Fund may invest in the following types of
equity securities: common stock, preferred stock, securities convertible into
common stock, rights and warrants to acquire such securities and substantially
similar forms of equity with comparable risk characteristics.
 
For purposes of the Emerging Markets Fund's operations, "emerging markets"
consist of all countries determined by the Sub-adviser to have developing or
emerging economies and markets. These countries generally include every country
in the world except the United States, Canada, Japan, Australia, New Zealand and
most countries located in Western Europe. See "Investment Objective and
Policies" in the Statement of Additional Information for a complete list of all
the countries that the Emerging Markets Fund does not consider to be emerging
markets.
 
For purposes of the Emerging Markets Fund's policy of normally investing at
least 65% of its total assets in equity securities of issuers in emerging
markets, the Emerging Markets Fund will consider investment in the following
emerging markets:
 
<TABLE>
<S>               <C>            <C>
  Algeria         Hong Kong      Peru
  Argentina       Hungary        Philippines
  Bolivia         India          Poland
  Botswana        Indonesia      Portugal
  Brazil          Israel         Republic of
  Bulgaria        Ivory Coast    Slovakia
  Chile           Jamaica        Russia
  China           Jordan         Singapore
  Colombia        Kazakhstan     Slovenia
  Costa Rica      Kenya          South Africa
  Cyprus          Lebanon        South Korea
  Czech           Malaysia       Sri Lanka
   Republic       Mauritius      Swaziland
  Dominican       Mexico         Taiwan
   Republic       Morocco        Thailand
  Ecuador         Nicaragua      Turkey
  Egypt           Nigeria        Ukraine
  El Salvador     Oman           Uruguay
  Finland         Pakistan       Venezuela
  Ghana           Panama         Zambia
  Greece          Paraguay       Zimbabwe
</TABLE>
 
Although the Emerging Markets Fund considers each of the above-listed countries
eligible for investment, it will not be invested in all such markets at all
times. Moreover, investing in some of those markets currently may not be
desirable or feasible, due to the lack of adequate custody arrangements for the
Emerging Markets Fund's assets, overly burdensome repatriation and similar
restrictions, the lack of organized and liquid securities markets, unacceptable
political risks or for other reasons.
 
As used in this Prospectus, an issuer in an emerging market is an entity: (i)
for which the principal securities trading market is an emerging market, as
defined above; (ii) that (alone or on a consolidated basis) derives 50% or more
of its total revenues from business in emerging markets, provided that, in the
Sub-adviser's view, the value of such issuer's securities will tend to reflect
emerging market developments to a greater extent than developments elsewhere; or
(iii) organized under the laws of, or with a principal office in, an emerging
market.
 
The Emerging Markets Fund may also invest up to 35% of its total assets in (i)
debt securities of government or corporate issuers in emerging markets; (ii)
equity and debt securities of issuers in developed countries, including the
United States; (iii) securities of issuers in emerging markets not included in
the list of emerging markets above, if investing therein becomes feasible and
desirable subsequent to the date of this Prospectus; and (iv) cash and money
market instruments.
 
The Emerging Markets Fund invests in those emerging markets that the Sub-adviser
believes have strongly developing economies and in which the markets are
becoming more sophisticated. In selecting investments, the Sub-adviser seeks to
identify those countries and industries where economic and political factors,
including currency movements, are likely to produce above-average growth rates.
The Sub-adviser then invests in those companies in such countries and industries
that are best positioned and managed to take advantage of these economic and
political factors. The Emerging Markets Fund ordinarily will be invested in the
securities of issuers in at least three different
 
                               Prospectus Page 12
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
emerging markets. In evaluating investments in securities of issuers in
developed markets, the Sub-adviser will consider, among other things, the
business activities of the issuer in emerging markets and the impact that
developments in emerging markets are likely to have on the issuer.
 
The Sub-adviser believes that the issuers of securities in emerging markets
often have sales and earnings growth rates that exceed those in developed
countries and that such growth rates may in turn be reflected in more rapid
share price appreciation. Accordingly, the Sub-adviser believes that the
Emerging Markets Fund's policy of investing in equity securities of companies in
emerging markets may enable the Fund to achieve results superior to those
produced by mutual funds with similar objectives that invest solely in equity
securities of issuers domiciled in the United States and/or in other developed
markets.
 
INVESTMENTS IN DEBT SECURITIES. The Emerging Markets Fund may invest in debt
securities of governmental and corporate issuers in emerging markets. Emerging
market debt securities often are rated below investment grade or not rated by
U.S. rating agencies. The Emerging Markets Fund may invest up to 20% of its
total assets in debt securities rated below investment grade. Investment in
below investment grade debt securities involves a high degree of risk and can be
speculative. These debt securities are the equivalent of high yield, high risk
bonds, commonly known as "junk bonds." See "Risk Factors -- Risks Associated
with Debt Securities."
 
If the rating of a debt security held by the Emerging Markets Fund drops below a
minimum rating considered acceptable by the Sub-adviser, the Fund will dispose
of any such security as soon as practicable and consistent with the best
interests of the Fund and its shareholders.
 
Growth of capital in debt securities may arise as a result of favorable changes
in relative foreign exchange rates, in relative interest rate levels and/ or in
the creditworthiness of issuers. The receipt of income from debt securities
owned by the Emerging Markets Fund is incidental to its objective of long-term
growth of capital.
 
   
TEMPORARY DEFENSIVE STRATEGIES. In the interest of preserving shareholders'
capital, the Sub-adviser may employ a temporary defensive investment strategy if
it determines such a strategy to be warranted due to market, economic, or
political conditions. Under a defensive strategy, the Emerging Markets Fund
temporarily may invest up to 100% of its assets in cash (U.S. dollars, foreign
currencies, multinational currency units) and/or high quality debt securities or
money market instruments of U.S. or foreign issuers. In addition, for temporary
defensive purposes, most or all of its investments may be made in the United
States and denominated in U.S. dollars. To the extent the Fund employs a
temporary defensive strategy, it will not be invested so as to achieve directly
its investment objective. In addition, pending investment of proceeds from new
sales of Fund shares or to meet ordinary daily cash needs, the Fund temporarily
may hold cash (U.S. dollars, foreign currencies or multinational currency units)
and may invest any portion of its assets in money market instruments. For a
description of money market instruments in which the Funds or the Portfolio may
invest, see "Temporary Defensive Strategies" in the Investment Objectives and
Policies section of the Statement of Additional Information.
    
 
   
LATIN AMERICAN GROWTH FUND
    
   
The Latin American Growth Fund's investment objective is capital appreciation.
The Fund normally invests at least 65% of its total assets in the securities of
a broad range of Latin American issuers. The Fund may invest in common stock,
preferred stock, rights, warrants and securities convertible into common stock,
and other substantially similar forms of equity securities with comparable risk
characteristics, as well as bonds, notes, debentures or other forms of
indebtedness that may be developed in the future. Normally, the Fund will invest
a majority of its assets in equity securities. The Fund may also invest up to
35% of its total assets in a combination of equity and debt securities of U.S.
issuers.
    
 
   
For purposes of this Prospectus, unless otherwise indicated, the Latin American
Growth Fund defines Latin America to include the following countries: Argentina,
the Bahamas, Barbados, Belize, Bolivia, Brazil, Chile, Colombia, Costa Rica,
Dominican Republic, Ecuador, El Salvador, French Guiana, Guatemala, Guyana,
Haiti, Honduras, Jamaica, Mexico, the Netherlands Antilles, Nicaragua, Panama,
Paraguay, Peru, Suriname, Trinidad and Tobago, Uruguay and Venezuela. Under
current market conditions, the Latin American Growth Fund expects to invest
primarily in securities issued by companies and governments in Mexico, Chile,
Brazil and Argentina. The Fund may invest more than 25% of its total assets in
any of these four
    
 
                               Prospectus Page 13
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
countries but does not expect to invest more than 60% of its total assets in any
one country.
 
   
The Latin American Growth Fund defines securities of Latin American issuers to
include: (a) securities of companies organized under the laws of, or having a
principal office located in, a Latin American country; (b) securities of
companies that derive 50% or more of their total revenues from business in Latin
America, provided that, in the Sub-adviser's view, the value of such issuers'
securities reflect Latin American developments to a greater extent than
developments elsewhere; (c) securities issued or guaranteed by the government of
a country in Latin America, its agencies or instrumentalities, or
municipalities, or the central bank of such country; (d) U.S. dollar-denominated
securities or securities denominated in a Latin American currency issued by
companies to finance operations in Latin America; and (e) securities of Latin
American issuers, as defined herein, in the form of depositary shares. For
purposes of the foregoing definition, the Fund's purchases of securities issued
by companies outside of Latin America to finance their Latin American operations
will be limited to securities the performance of which is materially related to
such company's Latin American activities.
    
 
In allocating investments among the various Latin American countries, the
Sub-adviser looks principally at the stage of industrialization, potential for
productivity gains through economic deregulation, the impact of financial
liberalization and monetary conditions and the political outlook in each
country. In allocating assets between equity and debt securities, the
Sub-adviser will consider, among other factors: the level and anticipated
direction of interest rates; expected rates of economic growth and corporate
profits growth; changes in Latin American government policy including regulation
governing industry, trade, financial markets, and foreign and domestic
investment; substance and likely development of government finances; and the
condition of the balance of payments and changes in the terms of trade. In
evaluating investments in securities of U.S. issuers, the Sub-adviser will
consider, among other factors, the issuer's Latin American business activities
and the impact that development in Latin America may have on the issuer's
operations and financial condition.
 
   
Certain sectors of the economies of certain Latin American countries are closed
to equity investments by foreigners. Further, due to the absence of securities
markets and publicly owned corporations and due to restrictions on direct
investment by foreign entities in certain Latin American countries, the Latin
American Growth Fund may be able to invest in such countries solely or primarily
through governmentally approved investment vehicles or companies. In addition,
the portion of the Fund's assets invested directly in Chile may be less than the
portion invested in other Latin American countries because, at present, capital
directly invested in Chile normally cannot be repatriated for at least one year.
As a result, the Fund currently intends to limit most of its Chilean investments
to indirect investments through American Depositary Receipts ("ADRs") and
established Chilean investment companies, the shares of which are not subject to
repatriation restrictions.
    
 
   
INVESTMENTS IN DEBT SECURITIES. Under normal circumstances, the Latin American
Growth Fund may invest up to 50% of its total assets in debt securities. There
is no limitation on the percentage of its assets that may be invested in debt
securities that are rated below investment grade. Investment in below investment
grade debt securities involves a high degree of risk and can be speculative.
These debt securities are the equivalent of high yield, high risk bonds,
commonly known as "junk bonds." Most debt securities in which the Fund will
invest are not rated; if rated, it is expected that such ratings would be below
investment grade. However, the Fund will not invest in debt securities that are
in default in payment as to principal or interest. See "Risk Factors -- Risks
Associated with Debt Securities."
    
 
   
The Latin American Growth Fund may invest in "Brady Bonds," which are debt
restructurings that provide for the exchange of cash and loans for newly issued
bonds. Brady Bonds have been issued by the countries of Albania, Argentina,
Brazil, Bulgaria, Costa Rica, Dominican Republic, Ecuador, Ivory Coast, Jordan,
Mexico, Nigeria, Panama, Peru, Philippines, Poland, Uruguay, Venezuela and
Vietnam, and are expected to be issued by other emerging market countries. As of
the date of this Prospectus, the Fund is not aware of the occurrence of any
payment defaults on Brady Bonds. Investors should recognize, however, that Brady
Bonds do not have a long payment history. In addition, Brady Bonds are often
rated below investment grade.
    
 
The Fund may invest in either collateralized or uncollateralized Brady Bonds.
U.S. dollar-denominated, collateralized Brady Bonds, which may be
 
                               Prospectus Page 14
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
fixed rate par bonds or floating rate discount bonds, are collateralized in full
as to principal by U.S. Treasury zero coupon bonds having the same maturity as
the bonds. Interest payments on such bonds generally are collateralized by cash
or securities in an amount that, in the case of fixed rate bonds, is equal to at
least one year of rolling interest payments or, in the case of floating rate
bonds, initially is equal to at least one year's rolling interest payments based
on the applicable interest rate at the time of issuance and is adjusted at
regular intervals thereafter.
 
   
Capital appreciation in debt securities may arise as a result of a favorable
change in relative foreign exchange rates, in relative interest rate levels and/
or in the creditworthiness of issuers. The receipt of income from debt
securities owned by the Latin American Growth Fund is incidental to its
objective of capital appreciation.
    
 
   
TEMPORARY DEFENSIVE STRATEGIES. The Latin American Growth Fund may invest up to
100% of its assets in cash (U.S. dollars, foreign currencies, multinational
units) and/or high quality debt securities or money market instruments to
generate income to defray its expenses, for temporary defensive purposes and
pending investment in accordance with its investment objective and policies. In
addition, the Fund may be primarily invested in U.S. securities for temporary
defensive purposes or pending investment of the proceeds of sales of new Fund
shares. The Fund may assume a temporary defensive position when, due to
political, market or other factors broadly affecting Latin American markets, the
Sub-adviser determines that opportunities for capital appreciation in those
markets would be significantly limited over an extended period or that investing
in those markets presents undue risk of loss. For a full description of money
market instruments, see "Temporary Defensive Strategies" in the Statement of
Additional Information.
    
 
   
ADDITIONAL INVESTMENT POLICIES OF EMERGING MARKETS FUND AND LATIN AMERICAN
GROWTH FUND
    
 
INVESTMENT IN OTHER INVESTMENT COMPANIES OR VEHICLES. The Funds may be able to
invest in certain countries solely or primarily through governmentally
authorized investment vehicles or companies, some of which may be investment
vehicles or companies that are advised by the Sub-adviser or its affiliates
("Affiliated Funds"). Pursuant to the Investment Company Act of 1940 (the "1940
Act"), a Fund generally may invest up to 10% of its total assets in the
aggregate in shares of other investment companies and up to 5% of its total
assets in any one investment company, as long as each investment does not
represent more than 3% of the outstanding voting stock of the acquired
investment company at the time of investment.
 
   
Investment in other investment companies may involve the payment of substantial
premiums above the value of such investment companies' portfolio securities and
is subject to limitations under the 1940 Act and market availability. The Funds
do not intend to invest in such investment companies unless, in the judgment of
the Sub-adviser, the potential benefits of such investment justify the payment
of any applicable premium or sales charge. As a shareholder in an investment
company, a Fund would bear its ratable share of that investment company's
expenses, including its advisory and administration fees. At the same time the
Fund would continue to pay its own management fees and other expenses. AIM and
the Sub-adviser will waive their advisory fees to the extent that a Fund invests
in an Affiliated Fund.
    
 
SECURITIES LENDING. The Funds may lend their portfolio securities to
broker/dealers or to other institutional investors. Securities lending allows a
Fund to retain ownership of the securities loaned and, at the same time,
enhances a Fund's total return. At all times a loan is outstanding, a Fund's
borrower must maintain with the Fund's custodian collateral consisting of cash,
U.S. government securities or certain irrevocable letters of credit equal to the
value of the borrowed securities plus any accrued interest or such other
collateral as permitted by a Fund's investment program and regulatory agencies,
and as approved by the Board. Each Fund limits its loans of portfolio securities
to an aggregate of 30% of the value of its total assets, measured at the time
any such loan is made. The risks in lending portfolio securities, as with other
extensions of secured credit, consist of possible delays in receiving additional
collateral or in recovery of the loaned securities and possible loss of rights
in the collateral should the borrower fail financially.
 
PRIVATIZATIONS. The governments in some emerging markets and Latin American
countries have been engaged in programs of selling part or all of their stakes
in government owned or controlled enterprises ("privatizations"). The
Sub-adviser believes that privatizations may offer opportunities for significant
capital appreciation and intends to invest
 
                               Prospectus Page 15
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
assets of the Funds in privatizations in appropriate circumstances. In certain
emerging markets and Latin American countries, the ability of foreign entities
such as the Funds to participate in privatizations may be limited by local law,
or the terms on which the Funds may be permitted to participate may be less
advantageous than those afforded local investors. There can be no assurance that
Latin American governments and governments in emerging markets will continue to
sell companies currently owned or controlled by them or that privatization
programs will be successful.
 
BORROWING. It is a fundamental policy of each Fund that it may borrow an amount
up to 33 1/3% of its total assets in order to meet redemption requests.
Borrowing may cause greater fluctuation in the value of the Funds' shares than
would be the case if the Funds did not borrow, but also may enable the Funds to
retain favorable securities positions rather than liquidating such positions to
meet redemptions. It is a nonfundamental policy of each Fund, that the Funds
will not purchase securities during times when outstanding borrowings represent
5% or more of each Fund's total assets.
 
   
WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES. The Funds may purchase debt
securities on a "when-issued" basis and may purchase or sell such securities on
a "forward commitment" basis in order to hedge against anticipated changes in
interest rates and prices. The price, which is generally expressed in yield
terms, is fixed at the time the commitment is made, but delivery and payment for
the securities take place at a later date. When-issued securities and forward
commitments may be sold prior to the settlement date, but the Funds will
purchase or sell when-issued securities and forward commitments only with the
intention of actually receiving or delivering the securities, as the case may
be. No income accrues on securities that have been purchased pursuant to a
forward commitment or on a when-issued basis prior to delivery to the Funds. If
a Fund disposes of the right to acquire a when-issued security prior to its
acquisition or disposes of its right to deliver or receive against a forward
commitment, it may incur a gain or loss. At the time a Fund enters into a
transaction on a when-issued or forward commitment basis, that Fund will
segregate cash or liquid securities equal to the value of the when-issued or
forward commitment securities with its custodian bank and will mark to market
daily such assets. There is a risk that the securities may not be delivered and
that the Fund may incur a loss.
    
 
OPTIONS, FUTURES AND FORWARD CURRENCY TRANSACTIONS. Each Fund may use forward
currency contracts, futures contracts, options on securities, options on
indices, options on currencies and options on futures contracts to attempt to
hedge against the overall level of investment risk normally associated with the
portfolio. These instruments are often referred to as "derivatives," which may
be defined as financial instruments whose performance is derived, at least in
part, from the performance of another asset (such as a security, currency or an
index of securities). Each Fund may enter into such instruments up to the full
value of its portfolio assets. See "Risk Factors -- Options, Futures and Forward
Currency Transactions" herein and "Options, Futures and Currency Strategies" in
the Statement of Additional Information.
 
To attempt to hedge against adverse movements in exchange rates between
currencies, each Fund may enter into forward currency contracts for the purchase
or sale of a specified currency at a specified future date. Such contracts may
involve the purchase or sale of a foreign currency against the U.S. dollar or
may involve two foreign currencies. Each Fund may enter into forward currency
contracts either with respect to specific transactions or with respect to its
portfolio positions. Each Fund also may purchase and sell put and call options
on currencies, futures contracts on currencies and options on such futures
contracts to hedge against movements in exchange rates.
 
Only a limited market, if any, currently exists for options and futures
transactions relating to currencies of most emerging markets and most Latin
American markets, to securities denominated in such currencies or to securities
of issuers domiciled or principally engaged in business in such emerging
markets. To the extent that such a market does not exist, the Sub-adviser may
not be able to effectively hedge its investment in such markets.
 
Each Fund may purchase and sell put and call options on securities to hedge
against the risk of fluctuations in the prices of securities held by the Fund or
that the Sub-adviser intends to include in the Fund's portfolio. The Funds also
may purchase and sell put and call options on indices to hedge against overall
fluctuations in the securities markets generally or in a specific market sector.
 
                               Prospectus Page 16
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
Further, a Fund may sell stock index futures contracts and may purchase put
options or write call options on such futures contracts to protect against a
general stock market decline or a decline in a specific market sector that could
adversely affect the Fund's portfolio. A Fund also may purchase stock index
futures contracts and purchase call options or write put options on such
contracts to hedge against a general stock market or market sector advance and
thereby attempt to lessen the cost of future securities acquisitions. A Fund may
use interest rate futures contracts and options thereon to hedge the debt
portion of its portfolios against changes in the general level of interest
rates.
 
   
OTHER INFORMATION. The investment objective of the Emerging Markets Fund and of
the Latin American Growth Fund may not be changed without the approval of a
majority of the respective Fund's outstanding voting securities. A "majority of
the Fund's outstanding voting securities" means the lesser of (i) 67% of the
shares represented at a meeting at which more than 50% of the outstanding shares
are represented, or (ii) more than 50% of the outstanding shares. In addition,
the Emerging Markets Fund and the Latin American Growth Fund each have adopted
certain investment limitations as fundamental policies which also may not be
changed without shareholder approval. A complete description of these
limitations is included in the Statement of Additional Information. Unless
specifically noted, the Emerging Markets Fund's and the Latin American Growth
Fund's investment policies described in this Prospectus and in the Statement of
Additional Information may be changed by the Company's Board of Directors
without shareholder approval. If a percentage restriction on investment or
utilization of assets in an investment policy or restriction is adhered to at
the time an investment is made, a later change in percentage ownership of a
security or kind of securities resulting from changing market values or a
similar type of event will not be considered a violation of a Fund's investment
policies or restrictions.
    
 
The Funds are authorized to engage in Short Sales, although they currently have
no intention of doing so, and may purchase American Depository Receipts,
American Depository Shares, Global Depository Receipts and European Depository
Receipts. See "Short Sales" and "Depository Receipts," respectively, in the
Investment Objectives and Policies section of the Statement of Additional
Information.
 
                               Prospectus Page 17
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
GENERAL. There is no assurance that either Fund will achieve its investment
objective. Investing in either Fund entails a substantial degree of risk and an
investment in either Fund should be considered speculative. Investors are
strongly advised to consider carefully the special risks involved in emerging
markets and Latin America, which are in addition to the usual risks of investing
in developed markets around the world.
 
Each Fund's net asset value will fluctuate, reflecting fluctuations in the
market value of its portfolio positions and its net currency exposure. Equity
securities, particularly common stocks, generally represent the most junior
position in an issuer's capital structure and entitle holders to an interest in
the assets of an issuer, if any, remaining after all more senior claims have
been satisfied. The value of equity securities held by each Fund will fluctuate
in response to general market and economic developments, as well as developments
affecting the particular issuers of such securities.
 
EMERGING MARKETS FUND. Investing in emerging markets involves risks relating to
potential political and economic instability within such markets and the risks
of expropriation, nationalization, confiscation of assets and property or the
imposition of restrictions on foreign investment and on repatriation of capital
invested. In the event of such expropriation, nationalization or other
confiscation, the Emerging Markets Fund could lose its entire investment in that
market.
 
Economies in individual emerging markets may differ favorably or unfavorably
from the U.S. economy in such respects as growth of gross domestic product,
rates of inflation, currency depreciation, capital reinvestment, resource self-
sufficiency and balance of payments positions. Many emerging market countries
have experienced high rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have negative
effects on the economies and securities markets of certain countries with
emerging markets.
 
Emerging markets generally are dependent heavily upon international trade and,
accordingly, have been and may continue to be affected adversely by trade
barriers, exchange controls, managed adjustments in relative currency values and
other protectionist measures imposed or negotiated by the countries with which
they trade.
 
Disclosure and regulatory standards in many respects are less stringent than in
the U.S. and other major markets. There also may be a lower level of monitoring
and regulation of emerging markets and the activities of investors in such
markets, and enforcement of existing regulations has been extremely limited. In
addition, the securities of non-U.S. issuers generally are not registered with
the SEC, nor are the issuers thereof usually subject to the SEC's reporting
requirements. Accordingly, there may be less publicly available information
about foreign securities and issuers than is available with respect to U.S.
securities and issuers. Foreign companies generally are not subject to uniform
accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to U.S. companies. The Emerging
Markets Fund's net investment income and/or capital gains from its foreign
investment activities may be subject to non-U.S. withholding taxes.
 
In addition, brokerage commissions, custodial services and other costs relating
to investment in foreign markets generally are more expensive than in the United
States, particularly with respect to emerging markets. Such markets have
different settlement and clearance procedures. In certain markets there have
been times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions. The
inability of the Emerging Markets Fund to make intended securities purchases due
to settlement problems could cause the Emerging Markets Fund to miss attractive
investment opportunities. Inability to dispose of a portfolio security caused by
settlement problems could result either in losses to the Emerging Markets Fund
due to subsequent declines in value of the portfolio security or, if the
Emerging Markets Fund has entered into a contract to sell the security, could
result in possible liability to the purchaser.
 
The securities markets of emerging countries are substantially smaller, less
developed, less liquid and
 
                               Prospectus Page 18
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
   
more volatile than the securities markets of the developed countries. The risk
also exists that an emergency situation may arise in one or more emerging
markets as a result of which trading of securities may cease or may be
substantially curtailed and prices for the Emerging Markets Fund's portfolio
securities in such markets may not be readily available. Section 22(e) of the
1940 Act permits a registered investment company, such as the Emerging Markets
Fund, to suspend redemption of its shares for any period during which an
emergency exists, as determined by the SEC. Accordingly, when the Emerging
Markets Fund believes that circumstances dictate, it will promptly apply to the
SEC for a determination that such an emergency exists within the meaning of
Section 22(e) of the 1940 Act. During the period commencing from the Emerging
Markets Fund's identification of such conditions until the date of any SEC
action, the Emerging Markets Fund's portfolio securities in the affected markets
will be valued at fair value determined in good faith by or under the direction
of the Company's Board of Directors.
    
 
   
LATIN AMERICAN GROWTH FUND. The Latin American Growth Fund is classified under
the 1940 Act as a "non-diversified" fund. As a result, the Latin American Growth
Fund will be able to invest in a fewer number of issuers than if it were
classified under the 1940 Act as a "diversified" fund. To the extent that the
Latin American Growth Fund invests in a smaller number of issuers, the value of
its shares may fluctuate more widely and it may be subject to greater investment
and credit risk with respect to its portfolio.
    
 
   
Investing in securities of Latin American issuers involves risks relating to
potential political and economic instability of certain Latin American countries
and the risks of expropriation, nationalization, confiscation of assets and
property or the imposition of restrictions on foreign investment and on
repatriation of capital invested. In the event of such expropriation,
nationalization or other confiscation, the Latin American Growth Fund could lose
its entire investment in any such country.
    
 
The securities markets of Latin American countries are substantially smaller,
less developed, less liquid and more volatile than the major securities markets
in the United States. Disclosure and regulatory standards are in many respects
less stringent than U.S. standards. Furthermore, there is a lower level of
monitoring and regulation of the markets and the activities of investors in such
markets, and enforcement of existing regulations has been extremely limited.
 
The limited size of many Latin American securities markets and limited trading
volume in issuers compared to volume of trading in U.S. securities could cause
prices to be erratic for reasons apart from factors that affect the quality of
the securities. For example, limited market size may cause prices to be unduly
influenced by traders who control large positions. Adverse publicity and
investors' perceptions, whether or not based on fundamental analysis, may
decrease the value and liquidity of portfolio securities, especially in these
markets.
 
   
Further, there is a risk that an emergency situation may arise in one or more
Latin American markets as a result of which prices for portfolio securities in
such markets may not be readily available. Accordingly, when the Latin American
Growth Fund believes that circumstances dictate, it will follow the procedures
as described above concerning the Emerging Markets Fund.
    
 
   
The economies of individual Latin American countries may differ favorably or
unfavorably from the U.S. economy in such respects as the rate of growth of
gross domestic product, the rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments position. Most Latin American countries
have experienced substantial, and in some periods extremely high, rates of
inflation for many years. Inflation and rapid fluctuations in inflation rates
have had and may continue to have very negative effects on the economies and
securities markets of certain Latin American countries. Furthermore, certain
Latin American countries may impose withholding taxes on dividends payable to
the Latin American Growth Fund at a higher rate than those imposed by other
foreign countries. This may reduce the Latin American Growth Fund's investment
income available for distribution to shareholders.
    
 
Companies in Latin America are subject to accounting, auditing and financial
standards and requirements that differ, in some cases significantly, from those
applicable to U.S. companies. There is substantially less publicly available
information about Latin American companies and the governments of Latin American
countries than there is about U.S. companies and the U.S. Government.
 
Certain Latin American countries are among the largest debtors to commercial
banks and foreign
 
                               Prospectus Page 19
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
governments. At times certain Latin American countries have declared moratoria
on the payment of principal and/or interest on external debt. The Fund may
invest in debt securities, including Brady Bonds, issued as part of debt
restructurings and such debt is to be considered speculative. There is a history
of defaults with respect to commercial bank loans by public and private entities
issuing Brady Bonds.
 
   
RISKS ASSOCIATED WITH DEBT SECURITIES. The value of the debt securities held by
the Emerging Markets Fund or by the Latin American Growth Fund generally will
vary inversely with market interest rates. If interest rates in a market fall,
the Funds' debt securities issued by governments or companies in that market
ordinarily will increase in value. If market interest rates increase, however,
the debt securities owned by the Funds in that market will likely decrease in
value.
    
 
   
The Emerging Markets Fund may invest up to 20% of its total assets in debt
securities rated below investment grade and the Latin American Growth Fund may
invest up to 50% of its total assets in debt securities of any rating. Such
investments involve a high degree of risk.
    
 
Debt rated Baa by Moody's Investors Service, Inc. ("Moody's") is considered by
Moody's to have speculative characteristics. Debt rated BB, B, CCC, CC or C by
Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"), and
debt rated Ba, B, Caa, Ca or C by Moody's is regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligation. While such
lower quality debt will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major risk exposures to adverse
conditions. Debt rated C by Moody's or S&P is the lowest rated debt that is not
in default as to principal or interest and such issues so rated can be regarded
as having extremely poor prospects of ever attaining any real investment
standing. Lower quality debt securities are also generally considered to be
subject to greater risk than securities with higher ratings with regard to a
deterioration of general economic conditions. These foreign debt securities are
the equivalent of high yield, high risk bonds, commonly known as "junk bonds."
 
Ratings of debt securities represent the rating agency's opinion regarding their
quality and are not a guarantee of quality. Rating agencies attempt to evaluate
the safety of principal and interest payments and do not evaluate the risks of
fluctuations in market value. Also, rating agencies may fail to make timely
changes in credit ratings in response to subsequent events, so that an issuer's
current financial condition may be better or worse than a rating indicates.
 
The market values of lower quality debt securities tend to reflect individual
developments of the issuer to a greater extent than do higher quality
securities, which react primarily to fluctuations in the general level of
interest rates. In addition, lower quality debt securities tend to be more
sensitive to economic conditions and generally have more volatile prices than
higher quality securities. Issuers of lower quality securities are often highly
leveraged and may not have available to them more traditional methods of
financing. For example, during an economic downturn or a sustained period of
rising interest rates, highly leveraged issuers of lower quality securities may
experience financial stress. During such periods, such issuers may not have
sufficient revenues to meet their interest payment obligations. The issuer's
ability to service its debt obligations may also be adversely affected by
specific developments affecting the issuer, such as the issuer's inability to
meet specific projected business forecasts or the unavailability of additional
financing. Similarly, certain emerging market and Latin American governments
that issue lower quality debt securities are among the largest debtors to
commercial banks, foreign governments and supranational organizations such as
the World Bank, and may not be able or willing to make principal and/or interest
repayments as they come due. The risk of loss due to default by the issuer is
significantly greater for the holders of lower quality securities because such
securities are generally unsecured and may be subordinated to the claims of
other creditors of the issuer.
 
Lower quality debt securities frequently have call or buy-back features which
would permit an issuer to call or repurchase the security from the Funds. In
addition, the Funds may have difficulty disposing of lower quality securities
because they may have a thin trading market. There may be no established retail
secondary market for many of these securities, and either Fund anticipates that
such securities could be sold only to a limited number of dealers or
institutional investors. The lack of a liquid secondary market also may have an
adverse impact on market prices of such instruments and may
 
                               Prospectus Page 20
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
make it more difficult for the Funds to obtain accurate market quotations for
purposes of valuing the Funds' portfolios. The Funds may also acquire lower
quality debt securities during an initial underwriting or which are sold without
registration under applicable securities laws. Such securities involve special
considerations and risks.
 
In addition to the foregoing, factors that could have an adverse effect on the
market value of lower quality debt securities in which the Funds may invest
include: (i) potential adverse publicity; (ii) heightened sensitivity to general
economic or political conditions; and (iii) the likely adverse impact of a major
economic recession.
 
A Fund may also incur additional expenses to the extent it is required to seek
recovery upon a default in the payment of principal or interest on its portfolio
holdings, and a Fund may have limited legal recourse in the event of a default.
Debt securities issued by governments in emerging or Latin American markets can
differ from debt obligations issued by private entities in that remedies from
defaults generally must be pursued in the courts of the defaulting government,
and legal recourse is therefore somewhat diminished. Political conditions, in
terms of a government's willingness to meet the terms of its debt obligations,
also are of considerable significance. There can be no assurance that the
holders of commercial bank debt may not contest payments to the holders of debt
securities issued by governments in emerging or Latin American markets in the
event of default by the governments under commercial bank loan agreements.
 
   
ILLIQUID SECURITIES. The Emerging Markets Fund may invest up to 15% of its net
assets, and the Latin American Growth Fund may invest up to 10% of its net
assets in securities for which no readily available market exists, so-called
"Illiquid Securities." The Latin American Growth Fund may invest in joint
ventures, cooperatives, partnerships and state enterprises and other similar
vehicles which are illiquid (collectively, "Special Situations"). The Sub-
adviser believes that carefully selected investments in Special Situations could
enable the Latin American Growth Fund to achieve capital appreciation
substantially exceeding the appreciation the Fund would realize if it did not
make such investments. However, in order to limit investment risk, the Latin
American Growth Fund will invest no more than 5% of it total assets in Special
Situations.
    
 
Illiquid securities may be more difficult to value than liquid securities and
the sale of illiquid securities generally will require more time and result in
higher brokerage charges or dealer discounts and other selling expenses than the
sale of liquid securities. Moreover, illiquid securities often sell at a price
lower than similar securities that are liquid.
 
   
CURRENCY RISK. Because the Emerging Markets Fund and the Latin American Growth
Fund may invest substantially in securities denominated in currencies other than
the U.S. dollar, and since the Funds may hold foreign currencies, each Fund will
be affected favorably or unfavorably by exchange control regulations or changes
in the exchange rates between such currencies and the U.S. dollar. Changes in
currency exchange rates will influence the value of each Fund's shares, and also
may affect the value of dividends and interest earned by the Funds and gains and
losses realized by the Funds. Currencies generally are evaluated on the basis of
fundamental economic criteria (e.g., relative inflation and interest rate levels
and trends, growth rate forecasts, balance of payments status and economic
policies) as well as technical and political data. Exchange rates are determined
by the forces of supply and demand in the foreign exchange markets. These forces
are affected by the international balance of payments and other economic and
financial conditions, government intervention, speculation and other factors. If
the currency in which a security is denominated appreciates against the U.S.
dollar, the dollar value of the security will increase. Conversely, a decline in
the exchange rate of the currency would adversely affect the value of the
security expressed in dollars.
    
 
Many of the currencies of emerging market and Latin American countries have
experienced steady devaluations relative to the U.S. dollar, and major
devaluations have historically occurred in certain countries. Any devaluations
in the currencies in which a Fund's portfolio securities are denominated may
have a detrimental impact on the Fund.
 
Some countries also may have fixed currencies whose values against the U.S.
dollar are not independently determined. In addition, there is a risk that
certain countries may restrict the free conversion of their currencies into
other currencies. Further, certain currencies may not be internationally traded.
 
OPTIONS, FUTURES AND FOREIGN CURRENCY TRANSACTIONS. Although either Fund is
authorized to enter
 
                               Prospectus Page 21
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
into options, futures and forward currency transactions, a Fund might not enter
into any such transactions. Options, futures and foreign currency transactions
involve certain risks, which include: (1) dependence on the Sub-adviser's
ability to predict movements in the prices of individual securities,
fluctuations in the general securities markets and movements in interest rates
and currency markets; (2) imperfect correlation, or even no correlation, between
movements in the price of forward contracts, options, futures contracts or
options thereon and movements in the price of the currency or security hedged or
used for cover; (3) the fact that skills and techniques needed to trade options,
futures contracts and options thereon or to use forward currency contracts are
different from those needed to select the securities in which the Funds invest;
(4) lack of assurance that a liquid secondary market will exist for any
particular option, futures contract or option thereon at any particular time;
(5) the possible loss of principal under certain conditions; and (6) the
possible inability of a Fund to purchase or sell a portfolio security at a time
when it would otherwise be favorable for it to do so, or the possible need for a
Fund to sell a security at a disadvantageous time, due to the need for the Fund
to maintain "cover" or to set aside securities in connection with hedging
transactions.
 
                               Prospectus Page 22
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                                 HOW TO INVEST
 
- --------------------------------------------------------------------------------
 
GENERAL. Shares of a Fund may be purchased through Financial Institutions, some
of which may charge the investor a transaction fee. That fee will be in addition
to the sales charge payable by the investor, with respect to Class A shares.
Some of these Financial Institutions (or their designees) may be authorized to
accept purchase orders on behalf of the Fund. All purchase orders will be
executed at the public offering price next determined after the purchase order
is received, which includes any applicable sales charge for Class A shares.
Orders received by the Transfer Agent before the close of regular trading on the
New York Stock Exchange ("NYSE") (currently 4:00 p.m. Eastern Time, unless
weather, equipment failure or other factors contribute to an earlier closing
time), on any Business Day will be executed at the public offering price for the
applicable class of shares determined that day. Orders received by authorized
institutions (or their designees) before the close of regular trading on the
NYSE on a Business Day will be deemed to have been received by a Fund on such
day and will be effected that day, provided that such orders are transmitted to
the Transfer Agent prior to the time set for receipt of such orders. A "Business
Day" is any day Monday through Friday on which the NYSE is open for business.
Financial Institutions are responsible for forwarding the investor's order to
the Transfer Agent so that it will be received prior to the required time.
 
The minimum initial investment is $500 ($100 for IRAs and $25 for custodial
accounts under Section 403(b)(7) of the Internal Revenue Code of 1986, as
amended (the "Code"), and other tax-qualified employer-sponsored retirement
accounts, if made under a systematic investment plan providing for monthly
payments of at least that amount). The minimum for additional purchases is $100
($25 for IRAs, Code Section 403(b)(7) custodial accounts and other tax-qualified
employer-sponsored retirement accounts, as mentioned above). THE FUNDS AND AIM
DISTRIBUTORS RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER AND TO SUSPEND THE
OFFERING OF SHARES FOR A PERIOD OF TIME. In particular, the Funds and AIM
Distributors may reject purchase orders or exchanges by investors who appear to
follow, in the Sub-adviser's judgment, a market-timing strategy or otherwise
engage in excessive trading. See "How to Make Exchanges -- Limitations on
Purchase Orders and Exchanges."
   
WHEN PLACING PURCHASE ORDERS, INVESTORS SHOULD SPECIFY WHETHER THE ORDER IS FOR
CLASS A OR CLASS B SHARES OF A FUND. ALL PURCHASE ORDERS THAT FAIL TO SPECIFY A
CLASS WILL AUTOMATICALLY BE INVESTED IN CLASS A SHARES. AIM DISTRIBUTORS WILL
REJECT ANY ORDER FOR PURCHASE OF MORE THAN $250,000 FOR CLASS B SHARES.
    
 
   
PURCHASES THROUGH THE TRANSFER AGENT. After an initial investment is made and a
shareholder account is established through a Financial Institution, at the
investor's option, subsequent purchases may be made directly through the
Transfer Agent. See "Shareholder Account Manual." Investors may also make an
initial investment in a Fund and establish a shareholder account directly
through the Transfer Agent by completing and signing an Account Application
accompanying this Prospectus. Investors should mail to the Transfer Agent the
completed Application together with a check to cover the purchase in accordance
with the instructions provided in the Shareholder Account Manual. Purchases will
be executed at the public offering price next determined after the Transfer
Agent has received the Account Application and check. Subsequent investments do
not need to be accompanied by an application.
    
 
Investors also may purchase shares of the Funds by bank wire. Bank wire
purchases will be effected at the next determined public offering price after
the bank wire is received. A wire investment is considered received when the
Transfer Agent is notified that the bank wire has been credited to a Fund. The
investor is responsible for providing prior telephonic or facsimile notice to
the Transfer Agent that a bank wire is being sent. An investor's bank may charge
a service fee for wiring money to the Funds. The Transfer Agent currently does
not charge a service fee for facilitating wire purchases, but reserves the right
to do so in the future. Investors desiring to open an account by bank wire
should call the Transfer Agent at the appropriate toll-free number provided in
the Shareholder Account Manual to obtain an account number and detailed
instructions.
 
CERTIFICATES. Physical certificates representing a Fund's shares will not be
issued unless a written request is submitted to the Transfer Agent. Shares of
 
                               Prospectus Page 23
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
   
a Fund are recorded on a register by the Transfer Agent, and shareholders who do
not elect to receive certificates have the same rights of ownership as if
certificates had been issued to them. Redemptions and exchanges by shareholders
who hold certificates may take longer to effect than similar transactions
involving non-certificated shares because the physical delivery and processing
of properly executed certificates is required. ACCORDINGLY, THE FUNDS RECOMMEND
THAT SHAREHOLDERS DO NOT REQUEST ISSUANCE OF CERTIFICATES.
    
   
DIFFERENCES BETWEEN THE CLASSES. The primary difference between the classes of
each Fund's shares offered through this Prospectus lies in their sales charge
structures and ongoing expenses, as summarized below. Class A and Class B shares
of a Fund represent interests in the same Fund and have the same rights, except
that each class bears the separate expenses of its 12b-1 distribution plan and
normally has exclusive voting rights with respect to such plan, each class can
experience other minor expense differences and, in addition to different sales
charges, each class has a separate exchange privilege.
    
 
The decision as to which class of shares is more beneficial to an investor
depends on the amount invested, the intended length of time the investment is
held and the investor's personal situation. Large investments may qualify for a
reduced Class A sales charge. Investors in Class B shares have 100% of the
purchase invested immediately. Consult your financial adviser. Financial
Institutions may receive different levels of compensation for selling a
particular class of shares.
 
   
ADVISOR CLASS SHARES. Advisor Class shares are offered through a separate
prospectus to (a) trustees or other fiduciaries purchasing shares for employee
benefit plans that are sponsored by organizations that have at least 1,000
employees; (b) any account with assets of at least $10,000 if (i) a financial
planner, trust company, bank trust department or registered investment adviser
has investment discretion over the account and (ii) the account holder pays such
person as compensation for its advice and other services an annual fee of at
least .50% of the assets in the account; (c) any account with assets of at least
$10,000 if (i) the account is established under a "wrap fee" program and (ii)
the account holder pays the sponsor of the program an annual fee of at least
 .50% of the assets in the account; (d) accounts advised by INVESCO (NY), Inc. or
one of the companies formerly affiliated with Liechtenstein Global Trust AG,
provided such accounts were invested in Advisor Class shares of any of the
AIM/GT Funds on June 1, 1998; and (e) any of the companies composing or
affiliated with AMVESCAP PLC.
    
 
                           PURCHASING CLASS A SHARES
 
Each Fund's public offering price for Class A shares is the next determined net
asset value per share (see "Calculation of Net Asset Value") plus a sales charge
determined in accordance with the following schedule:
 
<TABLE>
<CAPTION>
                                                          DEALER
                        INVESTOR'S SALES CHARGE         CONCESSION
                    --------------------------------  ---------------
                         AS A             AS A             AS A
                      PERCENTAGE       PERCENTAGE       PERCENTAGE
AMOUNT OF               OF THE           OF THE           OF THE
INVESTMENT              PUBLIC             NET            PUBLIC
IN SINGLE              OFFERING          AMOUNT          OFFERING
TRANSACTION              PRICE          INVESTED           PRICE
- ------------------  ---------------  ---------------  ---------------
<S>                 <C>              <C>              <C>
Less than
  $50,000.........           4.75%            4.99%           4.00%
$50,000 but less
  than $100,000...           4.00             4.17            3.25
$100,000 but less
  than $250,000...           3.75             3.90            3.00
$250,000 but less
  than $500,000...           2.50             2.56            2.00
$500,000 but less
  than
  $1,000,000......           2.00             2.04            1.60
</TABLE>
 
PURCHASES OF $1,000,000 OR MORE ARE AT NET ASSET VALUE, SUBJECT TO A CONTINGENT
DEFERRED SALES CHARGE OF 1% IF SHARES ARE REDEEMED PRIOR TO 18 MONTHS FROM THE
DATE SUCH SHARES WERE PURCHASED. AIM Distributors may pay a dealer concession
and/or advance a service fee on such transactions. Shares purchased prior to
June 1, 1998 without a sales charge based on the aggregate purchase amount equal
to at least $500,000 are subject to a contingent deferred sales charge for the
first year after their purchase equal to 1% of the lower of the original
purchase price or the net asset value of such shares at the time of redemption.
 
   
Reductions in the initial sales charges shown in the sales charge tables
(quantity discounts) apply to purchases of Class A shares of the AIM Funds that
are otherwise subject to an initial sales charge, provided that such purchases
are made by a "purchaser" as hereinafter defined. To receive a reduction in the
initial sales charge, at the time of purchase, investors must give their
Financial Institution, the Transfer Agent or AIM Distributors sufficient
information to permit confirmation of qualification. Purchases of Class B shares
of the AIM Funds will not be taken into account in determining whether a
purchase qualifies for a reduction in initial sales charges for Class A shares.
    
 
                               Prospectus Page 24
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
The term "purchaser" means:
 
/ / an individual and his or her spouse and children, including any trust
    established exclusively for the benefit of any such person; or a pension,
    profit-sharing, or other benefit plan established exclusively for the
    benefit of any such person, such as an IRA, Roth IRA, a single-participant
    money- purchase/profit-sharing plan or an individual participant in a 403(b)
    Plan (unless such 403(b) plan qualifies as the purchaser as defined below);
 
/ / a 403(b) plan, the employer/sponsor of which is an organization described
    under Section 501(c)(3) of the Code, provided that:
 
  a. the employer/sponsor must submit contributions for all participating
     employees in a single contribution transmittal (i.e., the funds will not
     accept contributions submitted with respect to individual participants);
 
  b. each transmittal must be accompanied by a single check or wire transfer;
     and
 
  c. all new participants must be added to the 403(b) plan by submitting an
     application on behalf of each new participant with the contribution
     transmittal;
 
/ / a trustee or fiduciary purchasing for a single trust, estate or single
    fiduciary account (including a pension, profit-sharing or other employee
    benefit trust created pursuant to a plan qualified under Section 401 of the
    Code) and 457 plans, although more than one beneficiary or participant is
    involved;
 
   
/ / a Simplified Employee Pension ("SEP"), Salary Reduction and other Elective
    Simplified Employee Pension Account ("SARSEP"), a Savings Incentive Match
    Plan for Employees IRA ("SIMPLE IRA") where the employer has notified AIM
    Distributors in writing that all of its related employee SEP, SARSEP or
    SIMPLE IRA accounts should be linked;
    
 
/ / any other organized group of persons, whether incorporated or not, provided
    the organization has been in existence for at least six months and has some
    purpose other than the purchase at a discount of redeemable securities of a
    registered investment company; or
 
/ / the discretionary advised accounts of AIM or A I M Capital Management, Inc.
    ("AIM Capital").
 
   
SALES CHARGE WAIVERS -- CLASS A SHARES. The following persons may purchase Class
A shares of the Funds through AIM Distributors without payment of an initial
sales charge: (a) A I M Management Group Inc. ("AIM Management") and its
affiliated companies; (b) any current or retired officer, director, trustee or
employee, or any member of the immediate family (including spouse, children,
parents and parents of spouse) of any such person, of AIM Management or its
affiliates or of certain mutual funds which are advised or managed by AIM; or
any trust established exclusively for the benefit of such persons; (c) any
employee benefit plan established for employees of AIM Management or its
affiliates; (d) any current or retired officer, director, trustee or employee,
or any member of the immediate family (including spouse, children, parents and
parents of spouse) of any such person, or of CIGNA Corporation or of any of its
affiliated companies, or of First Data Investor Services Group; (e) any
investment company sponsored by CIGNA Investments, Inc. or any of its affiliated
companies for the benefit of its directors' deferred compensation plans; (f)
discretionary advised clients of AIM or AIM Capital; (g) registered
representatives and employees of dealers who have entered into agreements with
AIM Distributors (or financial institutions that have arrangements with such
dealers with respect to the sale of shares of the AIM Funds and any member of
the immediate family (including spouse, children, parents and parents of spouse)
of any such person, provided that purchases at net asset value are permitted by
the policies of such person's employer; (h) certain broker-dealers, investment
advisers or bank trust departments that provide asset allocation, similar
specialized investment services or investment company transaction services for
their customers, that charge a minimum annual fee for such services, and that
have entered into an agreement with AIM Distributors with respect to their use
of the AIM Funds in connection with such services; (i) employees of Triformis
Inc.; (j) shareholders of any of the AIM/GT Funds as of April 30, 1987 who since
that date continually have owned shares of one or more of the AIM/GT Funds; (k)
certain former AMA Investment Advisers' shareholders who became shareholders of
the AIM Health Care Fund in October 1989, and who have continuously held shares
in the AIM/GT Funds since that time; and (l) former or current Class A
shareholders of The AIM Family of Funds, but only to the extent that their
purchase order is entered with an instruction to have all or a portion of the
proceeds from a concurrent redemption of Class A shares of The AIM Family of
Funds (on which a sales charge was paid) invested in Class A shares of the Fund.
    
 
   
In addition, shares of any AIM/GT Fund may be purchased at net asset value,
without payment of a sales charge, by pension, profit-sharing or other employee
benefit plans created pursuant to a
    
 
                               Prospectus Page 25
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
   
plan qualified under Section 401 of the Code or plans under Section 457 of the
Code, or employee benefit plans created pursuant to Section 403(b) of the Code
and sponsored by nonprofit organizations defined under Section 501(c)(3) of the
Code. Such plans will qualify for purchases at net asset value provided that (1)
the total amount invested in the plan is at least $1,000,000, (2) the sponsor
signs a $1,000,000 Letter of Intent, (3) such shares are purchased by an
employer-sponsored plan with at least 100 eligible employees, or (4) all of the
plan's transactions are executed through a single financial institution or
service organization who has entered into an agreement with AIM Distributors
with respect to their use of the AIM/GT Funds in connection with such accounts.
Section 403(b) plans sponsored by public educational institutions will not be
eligible for net asset value purchases based on the aggregate investment made by
the plan or the number of eligible employees. Participants in such plans will be
eligible for reduced sales charges based solely on the aggregate value of their
individual investments in the applicable AIM/GT Fund. AIM Distributors may pay
investment dealers or other financial service firms for share purchases of the
AIM/GT Funds sold at net asset value to an employee benefit plan in accordance
with this paragraph as follows: 1% of the first $2 million of such purchases,
plus 0.80% of the next $1 million of such purchases, plus 0.50% of the next $17
million of such purchases, and plus 0.25% of amounts in excess of $20 million of
such purchases.
    
 
   
FOR ANY FUND NAMED ON THE COVER PAGE OF THIS PROSPECTUS, AIM DISTRIBUTORS AND
ITS AGENTS RESERVE THE RIGHT AT ANY TIME (1) TO WITHDRAW ALL OR ANY PART OF THE
OFFERING MADE BY THIS PROSPECTUS; (2) TO REJECT ANY PURCHASE OR EXCHANGE ORDER
OR TO CANCEL ANY PURCHASE DUE TO NONPAYMENT OF THE PURCHASE PRICE; (3) TO
INCREASE, WAIVE OR LOWER THE MINIMUM INVESTMENT REQUIREMENTS; OR (4) TO MODIFY
ANY OF THE TERMS OR CONDITIONS OF PURCHASE OF SHARES OF SUCH FUND. For any Fund
named on the cover page, AIM Distributors and its agents will use their best
efforts to provide notice of any such actions through correspondence with
broker-dealers and existing shareholders, supplements to the AIM/GT Funds'
prospectuses, or other appropriate means, and will provide sixty (60) days'
notice in the case of termination or material modification to the exchange
privilege discussed under the caption "How to Make Exchanges."
    
 
   
REINSTATEMENT PRIVILEGE. Shareholders who redeem their Class A shares in a Fund
have a one-time privilege of reinstating their investment by investing the
proceeds of the redemption at net asset value without a sales charge in Class A
shares of the Fund and/or one or more of the other AIM/GT Funds. The Transfer
Agent must receive from the investor or the investor's broker/dealer within 180
days after the date of the redemption both a written request for reinvestment
and a check not exceeding the amount of the redemption proceeds. The
reinstatement purchase will be effected at the net asset value per share next
determined after such receipt. Gain on the redemption is taxable notwithstanding
exercise of the reinvestment privilege (although loss thereon might not be
deductible as a result of such exercise). See "Dividends, Other Distributions
and Federal Income Taxation."
    
 
REDUCED SALES CHARGE PLANS -- CLASS A SHARES. Class A shares of the Funds may be
purchased at reduced sales charges either through the Right of Accumulation or
under a Letter of Intent. Investors should contact their Financial Institution
or the Transfer Agent for more information.
 
   
RIGHT OF ACCUMULATION. Pursuant to the Right of Accumulation, investors are
permitted to purchase shares of the Funds at the sales charge applicable to the
total of (a) the dollar amount then being purchased plus (b) the dollar amount
of the investor's concurrent purchases of other AIM Funds (other than AIM Dollar
Fund, AIM Cash Reserve Shares of AIM Money Market Fund and AIM Tax-Exempt Cash
Fund) plus (c) the price of all shares of AIM/GT Funds (other than shares of AIM
Global Dollar Fund, AIM Cash Reserve Shares of AIM Money Market Fund and AIM
Tax-Exempt Cash Fund) already held by the investor. To receive the Right of
Accumulation, at the time of purchase investors must give their Financial
Institution, the Transfer Agent or AIM Distributors sufficient information to
permit confirmation of qualification. THE FOREGOING RIGHT OF ACCUMULATION
APPLIES ONLY TO CLASS A SHARES OF THE FUNDS AND OTHER AIM FUNDS (OTHER THAN AIM
DOLLAR FUND).
    
 
   
LETTER OF INTENT. In executing a Letter of Intent ("LOI") an investor indicates
an aggregate investment amount he or she intends to invest in Class A shares of
the Funds and the Class A shares of other AIM Funds (other than shares of AIM
Dollar Fund, AIM Cash Reserve Shares of AIM Money Market Fund and AIM Tax-Exempt
Cash Fund) in the following thirteen months. The LOI is included as part of the
Account Application located at the end of this Prospectus. The sales charge
applicable to that aggregate amount then becomes
    
 
                               Prospectus Page 26
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
   
the applicable sales charge on all purchases made concurrently with the
execution of the LOI and in the thirteen months following that execution. If an
investor executes an LOI within 90 days of a prior purchase of AIM/GT Fund Class
A shares (other than AIM Dollar Fund), the prior purchase may be included under
the LOI and an appropriate adjustment, if any, with respect to the sales charges
paid by the investor in connection with the prior purchase will be made, based
on the then-current net asset value(s) of the pertinent Fund(s). To receive a
reduction in the initial sales charge, at the time of purchase, investors must
give their Financial Institution, the Transfer Agent or AIM Distributors
sufficient information to permit confirmation of qualification.
    
 
If at the end of the thirteen month period covered by the LOI the total amount
of purchases does not equal the amount indicated, the investor will be required
to pay the difference between the sales charges paid at the reduced rate and the
sales charges applicable to the purchases actually made. Shares having a value
equal to 5% of the amount specified in the LOI will be held in escrow during the
thirteen month period (while remaining registered in the investor's name) and
are subject to redemption to assure any necessary payment to AIM Distributors of
a higher applicable sales charge.
 
   
Investors should be aware that either Fund may, in the future, suspend the
offering of its shares although not for previously established LOIs. The Latin
American Growth Fund has previously suspended the offering of its shares. If all
ongoing sales of either Fund shares are suspended, however, an LOI executed in
connection with the offering of that Fund's shares may continue to be completed
by the purchase of shares of one or more other AIM/GT Funds (other than AIM
Dollar Fund).
    
 
   
For purposes of an LOI, any registered investment adviser, trust company or bank
trust department which exercises investment discretion and which intends within
thirteen months to invest $500,000 or more can be treated as a single purchaser,
provided further that such entity places all purchase and redemption orders.
Such entities should be prepared to establish their qualifications for such
treatment. THE FOREGOING LOI APPLIES ONLY TO CLASS A SHARES OF THE FUNDS AND
OTHER AIM/GT FUNDS (OTHER THAN AIM DOLLAR FUND).
    
 
   
CONTINGENT DEFERRED SALES CHARGE. A CONTINGENT DEFERRED SALES CHARGE OF 1%
APPLIES TO PURCHASES OF CLASS A SHARES OF $1,000,000 OR MORE THAT ARE REDEEMED
WITHIN 18 MONTHS OF THE DATE OF PURCHASE. This charge will be 1% of the lesser
of the value of the shares redeemed (excluding reinvested dividends and capital
gain distributions) or the total original cost of such shares. In determining
whether a contingent deferred sales charge is payable, and the amount of any
such charge, shares not subject to the contingent deferred sales charge are
redeemed first (including shares purchased by reinvested dividends and capital
gains distributions and amounts representing increases from capital
appreciation), and then other shares are redeemed in the order of purchase. No
such charge will be imposed upon exchanges unless the shares acquired by
exchange are redeemed within 18 months of the date the shares were originally
purchased. For purposes of computing this 18 MONTH PERIOD, shares of any AIM/GT
Fund which were acquired through an exchange of shares which previously were
subject to the 1% contingent deferred sales charge will be credited with the
period of time such exchanged shares were held. The charge will be waived in the
following circumstances: (l) redemptions of shares by employee benefit plans
("Plans") qualified under Sections 401 or 457 of the Code, or Plans created
under Section 403(b) of the Code and sponsored by nonprofit organizations as
defined under Section 501(c)(3) of the Code, where shares are being redeemed in
connection with employee terminations or withdrawals, and (a) the total amount
invested in a Plan is at least $1,000,000, (b) the sponsor of a Plan signs a
letter of intent to invest at least $1,000,000 in one or more of the AIM Funds,
or (c) the shares being redeemed were purchased by an employer-sponsored Plan
with at least 100 eligible employees; provided, however, that Plans created
under Section 403(b) of the Code which are sponsored by public educational
institutions shall qualify under (a), (b) or (c) above on the basis of the value
of each Plan participant's aggregate investment in the AIM Funds and not on the
aggregate investment made by the Plan or on the number of eligible employees;
(2) redemptions of shares following the death or post-purchase disability, as
defined in Section 72(m)(7) of the Code, of a shareholder or a settlor of a
living trust; (3) redemptions of shares purchased at net asset value by private
foundations or endowment funds where the initial amount invested was at least
$1,000,000; (4) redemptions of shares purchased by an investor in amounts of
$1,000,000 or more where such investor's dealer of record, due to the nature of
the investor's account, notifies AIM Distributors prior to the time of
investment that the dealer waives the payments otherwise payable to the dealer
by AIM Distributors; and (5) pursuant to a Systematic Withdrawal Plan, provided
that amounts withdrawn under such
    
 
                               Prospectus Page 27
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
   
plan do not exceed on an annual basis 12% of the value of the shareholder's
investment in Class A shares at the time the shareholder elects to participate
in the Systematic Withdrawal Plan. Shareholders who purchased $500,000 or more
of Class A shares prior to June 1, 1998 are entitled to certain waivers of the
contingent deferred sales charge on those shares as described in the Statement
of Additional Information under "Information Relating to Sales and Redemptions
- -- Sales Charge Waivers for Shares Purchased Prior to June 1, 1998."
    
 
                           PURCHASING CLASS B SHARES
 
   
Each Fund's public offering price for Class B shares is the next determined net
asset value per share. See "Calculation of Net Asset Value." No initial sales
charge is imposed. A contingent deferred sales charge, however, is imposed on
certain redemptions of Class B shares. Because Class B shares are sold without
an initial sales charge, the Fund receives the full amount of the investor's
purchase payment.
    
 
Class B shares may be redeemed on any business day at the net asset value per
share next determined following receipt of the redemption order, less the
applicable contingent deferred sales charge shown in the table below. No
deferred sales charge will be imposed (i) on redemptions of Class B shares
following six years from the date such shares were purchased, (ii) on Class B
shares acquired through reinvestments of dividends and distributions
attributable to Class B shares or (iii) on amounts that represent capital
appreciation in the shareholder's account above the purchase price of the Class
B shares.
 
<TABLE>
<CAPTION>
                             CONTINGENT DEFERRED SALES
                               CHARGE AS % OF DOLLAR
YEARS SINCE PURCHASE MADE    AMOUNT SUBJECT TO CHARGE
- ---------------------------  -------------------------
<S>                          <C>
First......................             5%
Second.....................             4%
Third......................             3%
Fourth.....................             3%
Fifth......................             2%
Sixth......................             1%
Seventh and Following......            None
</TABLE>
 
In determining whether a contingent deferred sales charge is applicable, it will
be assumed that a redemption is made first, of any shares held in the
shareholder's account that are not subject to such charge; second, of shares
derived from reinvestment of dividends and distributions; third, of shares held
for more than six years from the date such shares were purchased; and fourth, of
shares held less than six years from the date such shares were purchased. The
applicable sales charge will be applied against the lesser of the current market
value of shares redeemed or their original cost.
 
For example, assume an investor purchased 100 shares at $10 per share for a cost
of $1,000. Subsequently, the shareholder acquired 15 additional shares through
dividend reinvestment. During the second year after the purchase, the investor
decided to redeem $500 of his or her investment. Assuming at the time of the
redemption a net asset value of $11 per share, the value of the investor's
shares would be $1,265 (115 shares at $11 per share). The contingent deferred
sales charge would not be applied to the value of the reinvested dividend
shares. Therefore, the 15 shares currently valued at $165 would be redeemed
without a contingent deferred sales charge. The number of shares needed to fund
the remaining $335 of the redemption would equal 30.455. Using the lower of cost
or market price to determine the contingent deferred sales charge the original
purchase price of $10 per share would be used. The contingent deferred sales
charge calculation would therefore be 30.455 shares times $10 per share at a
contingent deferred sales charge rate of 4% (the applicable rate in the second
year after purchase) for a total contingent deferred sales charge of $12.18.
 
   
Class B shares that are acquired pursuant to the exchange privilege during a
tender offer by AIM Floating Rate Fund ("Floating Rate Fund") will be subject,
in lieu of the contingent deferred sales charge described above, to a contingent
deferred sales charge equivalent to the early withdrawal charge on the common
stock of the Floating Rate Fund. The purchase of Class B shares of the Fund will
be deemed to have occurred at the time of the initial purchase of the Floating
Rate Fund's common stock.
    
 
For federal income tax purposes, the amount of the contingent deferred sales
charge will reduce the gain or increase the loss, as the case may be, realized
on a redemption. The amount of any contingent deferred sales charge will be
payable to AIM Distributors.
 
CONTINGENT DEFERRED SALES CHARGE WAIVERS. Contingent deferred sales charges on
Class B shares will be waived on redemptions (1) following the death or
post-purchase disability, as defined in Section 72(m)(7) of the Code, of a
shareholder or a settlor of a living trust (provided AIM Distributors is
notified of such death or post-purchase disability at the time of the redemption
request and is provided with satisfactory evidence of such death or
post-purchase disability), (2) in connection
 
                               Prospectus Page 28
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
   
with certain distributions from individual retirement accounts, custodial
accounts maintained pursuant to Code Section 403(b), deferred compensation plans
qualified under Code Section 457 and plans qualified under Code Section 401
(collectively, "Retirement Plans"), (3) pursuant to a Systematic Withdrawal
Plan, provided that amounts withdrawn under such plan do not exceed on an annual
basis 12% of the value of the shareholder's investment in Class B shares at the
time the shareholder elects to participate in the Systematic Withdrawal Plan,
(4) effected pursuant to the right of a Fund to liquidate a shareholder's
account if the aggregate net asset value of shares held in the account is less
than the designated minimum account size described in this Prospectus and (5)
effected by AIM of its investment in Class B shares.
    
 
Waiver category (1) above applies only to redemptions of Class B shares held at
the time of death or initial determination of post-purchase disability. Waiver
category (2) above applies only to redemptions resulting from:
 
   
(i)  required minimum distributions to plan participants or beneficiaries who
    are age 70 1/2 or older, and only with respect to that portion of such
    distributions which does not exceed 12% annually of the participant's or
    beneficiary's account value in a particular AIM/GT Fund;
    
 
(ii) in-kind transfers of assets where the participant or beneficiary notifies
    AIM Distributors of such transfer no later than the time such transfer
    occurs;
 
   
(iii) tax-free rollovers or transfers of assets to another Retirement Plan
    invested in Class B shares of one or more AIM Funds;
    
 
(iv) tax-free returns of excess contributions or returns of excess deferral
    amounts; and
 
(v) distributions upon the death or disability (as defined in the Code) of the
    participant or beneficiary.
 
   
Shareholders who purchased Class B shares prior to June 1, 1998 are entitled to
certain waivers of the contingent deferred sales charge on those shares as
described in the Statement of Additional Information under "Information Relating
to Sales and Redemptions -- Sales Charge Waivers for Shares Purchased Prior to
June 1, 1998."
    
 
                         PROGRAMS APPLICABLE TO CLASS A
                               AND CLASS B SHARES
 
   
AUTOMATIC INVESTMENT PLAN. Investors may purchase either Class A or Class B
shares of the Emerging Markets Fund or Latin American Growth Fund through the
Automatic Investment Plan. Under this Plan, an amount specified by the
shareholder of $100 or more (or $25 for IRAs, Code Section 403(b)(7) custodial
accounts and other tax-qualified employer-sponsored retirement accounts) on a
monthly or quarterly basis will be sent to the Transfer Agent from the
investor's bank for investment in either the Emerging Markets Fund or Latin
American Growth Fund. Investors should be aware that the Emerging Markets Fund
or Latin American Growth Fund may suspend the offering of its shares in the
future, although not the previously established Automatic Investment Plans. If a
suspension of all sales is made, automatic investments will not be accepted
until the offering is recommenced. Participants in the Automatic Investment Plan
should not elect to receive dividends or other distributions from the Funds in
cash. A sales charge will be applied to each automatic monthly purchase of Class
A shares in an amount determined in accordance with the Right of Accumulation
privilege described above. To participate in the Automatic Investment Plan,
investors should complete the appropriate portion of the Supplemental
Application provided at the end of this Prospectus. Investors should contact
their Financial Institution or AIM Distributors for more information.
    
 
   
DOLLAR COST AVERAGING PROGRAM. Investors may purchase either Class A or Class B
shares of a Fund through the Dollar Cost Averaging Program whereby a shareholder
invests the same dollar amount each month. Accordingly, the investor purchases
more shares when a Fund's net asset value is relatively low and fewer shares
when a Fund's net asset value is relatively high. This can result in a lower
average cost-per-share than if the shareholder followed a less systematic
approach. Dollar cost averaging does not assure a profit and does not protect
against loss in declining markets. Because such a program involves continuous
investment in securities regardless of fluctuating price levels of such
securities, investors should consider their financial ability to continue
purchases when prices are declining.
    
 
   
A participant in the Dollar Cost Averaging Program first designates the size of
his or her monthly investment in a Fund ("Monthly Investment") after
participation in the Program begins. The Monthly Investment must be at least
$1,000. The investor then will make an initial investment of at least $10,000 in
the AIM Dollar Fund. Thereafter, each month an amount equal to the specified
Monthly Investment automatically will be redeemed from the AIM Dollar Fund and
invested in Fund shares. A sales charge will be applied to each automatic
    
 
                               Prospectus Page 29
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
   
monthly purchase of Class A Fund shares in an amount determined in accordance
with the Right of Accumulation privilege described above. Investors should be
aware that the Emerging Markets Fund or Latin American Growth Fund may suspend
the offering of its shares in the future, although not for shareholders who are
participants in the Dollar Cost Averaging Program at that time. If a suspension
of all sales is made, the Funds will not accept Monthly Investments. Investors
should contact their Financial Institution or AIM Distributors for more
information.
    
 
   
PORTFOLIO REBALANCING PROGRAM. The Portfolio Rebalancing Program ("Program")
permits eligible shareholders to establish and maintain an allocation across a
range of AIM/GT Funds. The Program automatically rebalances holdings of AIM/ GT
Funds to the established allocation on a periodic basis. Under the Program, a
shareholder may predesignate, on a percentage basis, how the total value of his
or her holdings in a minimum of two, and a maximum of ten, AIM/GT Funds
("Personal Portfolio") is to be rebalanced on a monthly, quarterly, semiannual,
or annual basis.
    
 
   
Rebalancing under the Program will be effected through the exchange of shares of
one or more AIM/ GT Funds in the shareholder's Personal Portfolio for shares of
the same class(es) of one or more other AIM/GT Funds in the shareholder's
Personal Portfolio. See "How to Make Exchanges." If shares of the AIM/GT Fund(s)
in a shareholder's Personal Portfolio have appreciated during a rebalancing
period, the Program will result in shares of AIM/GT Fund(s) that have
appreciated most during the period being exchanged for shares of AIM/GT Fund(s)
that have appreciated least. SUCH EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A
SHAREHOLDER'S REALIZING A GAIN OR LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME
TAX PURPOSES. See "Dividends, Other Distributions and Federal Income Taxation."
Participation in the Program does not assure that a shareholder will profit from
purchases under the Program, nor does it prevent or lessen losses in a declining
market.
    
 
   
The Program will automatically rebalance the shareholder's Personal Portfolio on
the 28th day of the last month of the period chosen (or the immediately
preceding business day if the 28th is not a business day), subject to any
limitations below. The Program will not execute an exchange if the variance in a
shareholder's Personal Portfolio for a particular AIM/GT Fund would be 2% or
less. In predesignating percentages, shareholders must use whole percentages and
totals must equal 100%. Shareholders participating in the Program may not
request issuance of physical certificates representing a Fund's shares. The
AIM/GT Funds and AIM Distributors reserve the right to modify, suspend, or
terminate the Program at any time on 60 days' prior written notice to
shareholders. A request to participate in the Program must be received in good
order at least five business days prior to the next rebalancing date. Once a
shareholder establishes the Program for his or her Personal Portfolio, a
shareholder cannot cancel or change which rebalancing frequency, which AIM/ GT
Funds or what allocation percentages are assigned to the Program, unless
canceled or changed in writing and received by the Transfer Agent in good order
at least five business days prior to the rebalancing date. Shareholders
participating in the Program may also participate in the Right of Accumulation,
Letter of Intent, and Dollar Cost Averaging programs. Certain Financial
Institutions may charge a fee for establishing accounts relating to the Program.
Investors should contact their Financial Adviser or AIM Distributors for more
information.
    
 
                               Prospectus Page 30
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                             HOW TO MAKE EXCHANGES
 
- --------------------------------------------------------------------------------
 
   
Shares of a Fund may be exchanged for shares of the same class of any other
AIM/GT Fund, based on their respective net asset values without imposition of
any sales charges, provided that the registration remains identical. Exchange
requests received in good order by the Transfer Agent before the close of
regular trading on the NYSE on any Business Day will be processed at the net
asset value calculated on that day.
    
 
   
EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A SHAREHOLDER REALIZING A GAIN OR
LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME TAX PURPOSES. See "Dividends, Other
Distributions and Federal Income Taxation." In addition to the Funds, the AIM/GT
Funds include the following:
    
 
   
  - AIM AMERICA VALUE FUND
    
   
  - AIM DEVELOPING MARKETS FUND
    
   
  - AIM DOLLAR FUND
    
   
  - AIM EUROPE GROWTH FUND
    
   
  - AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
    
   
  - AIM GLOBAL FINANCIAL SERVICES FUND
    
   
  - AIM GLOBAL GOVERNMENT INCOME FUND
    
   
  - AIM GLOBAL GROWTH & INCOME FUND
    
   
  - AIM GLOBAL HEALTH CARE FUND
    
   
  - AIM GLOBAL HIGH INCOME FUND
    
   
  - AIM GLOBAL INFRASTRUCTURE FUND
    
   
  - AIM GLOBAL RESOURCES FUND
    
   
  - AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
  - AIM INTERNATIONAL GROWTH FUND
    
   
  - AIM JAPAN GROWTH FUND
    
   
  - AIM MID CAP GROWTH FUND
    
   
  - AIM NEW DIMENSION FUND
    
   
  - AIM NEW PACIFIC GROWTH FUND
    
   
  - AIM SMALL CAP EQUITY FUND
    
   
  - AIM STRATEGIC INCOME FUND
    
   
  - AIM WORLDWIDE GROWTH FUND
    
 
   
An investor interested in making an exchange should contact his or her Financial
Institution or the Transfer Agent to request the prospectus of the other mutual
fund(s) being considered. Certain Financial Institutions may charge a fee for
handling exchanges. The terms of the exchange offer may be modified at any time,
on 60 days' prior written notice.
    
 
   
EXCHANGES BY TELEPHONE. A shareholder may give exchange instructions to the
shareholder's Financial Institution or the Transfer Agent by telephone at the
appropriate toll-free number provided in the Shareholder Account Manual.
Exchange orders will be accepted by telephone provided that the exchange
involves only uncertificated shares on deposit in the shareholder's account or
for which certificates have previously been deposited. Shareholders
automatically have telephone privileges to authorize exchanges. The Funds, AIM
Distributors and the Transfer Agent will not be liable for any loss or damage
for acting in good faith upon instructions received by telephone and reasonably
believed to be genuine. The Funds employ reasonable procedures to confirm that
instructions communicated by telephone are genuine prior to acting upon
instructions received by telephone, including requiring some form of personal
identification, providing written confirmation of such transactions, and/or tape
recording of telephone instructions.
    
 
   
EXCHANGES BY MAIL. Exchange orders should be sent by mail to the shareholder's
Financial Institution or to the Transfer Agent at the address set forth in the
Shareholder Account Manual.
    
 
   
EXCHANGES WITH THE AIM FAMILY OF FUNDS. Currently no exchanges are permitted
between the Funds and funds of The AIM Family of Funds. However, it is
anticipated that such exchanges will be offered prior to October 1, 1998. In
addition, as of the date of this prospectus, Class A shares of a Fund may be
redeemed and the proceeds invested without the imposition of a front-end sales
charge in Class A shares of funds of The AIM Family of Funds upon receipt of the
redemption proceeds by the transfer agent of The AIM Family of Funds.
    
 
                               Prospectus Page 31
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
   
The AIM Family of Funds includes the following funds:
    
 
   
  - AIM ADVISOR FLEX FUND
    
   
  - AIM ADVISOR INTERNATIONAL VALUE FUND
    
   
  - AIM ADVISOR LARGE CAP VALUE FUND
    
   
  - AIM ADVISOR MULTIFLEX FUND
    
   
  - AIM ADVISOR REAL ESTATE FUND
    
   
  - AIM ASIAN GROWTH FUND
    
   
  - AIM BALANCED FUND
    
   
  - AIM BLUE CHIP FUND
    
   
  - AIM CAPITAL DEVELOPMENT FUND
    
   
  - AIM CHARTER FUND
    
   
  - AIM CONSTELLATION FUND
    
   
  - AIM EUROPEAN DEVELOPMENT FUND
    
   
  - AIM GLOBAL AGGRESSIVE GROWTH FUND
    
   
  - AIM GLOBAL GROWTH FUND
    
   
  - AIM GLOBAL INCOME FUND
    
   
  - AIM GLOBAL UTILITIES FUND
    
   
  - AIM HIGH INCOME MUNICIPAL FUND
    
   
  - AIM HIGH YIELD FUND
    
   
  - AIM INCOME FUND
    
   
  - AIM INTERMEDIATE GOVERNMENT FUND
    
   
  - AIM INTERNATIONAL EQUITY FUND
    
   
  - AIM LIMITED MATURITY TREASURY FUND
    
   
  - AIM MONEY MARKET FUND
    
   
  - AIM MUNICIPAL BOND FUND
    
   
  - AIM SELECT GROWTH FUND
    
   
  - AIM TAX-EXEMPT BOND FUND OF CONNECTICUT
    
   
  - AIM TAX-EXEMPT CASH FUND
    
   
  - AIM TAX-FREE INTERMEDIATE FUND
    
   
  - AIM VALUE FUND
    
   
  - AIM WEINGARTEN FUND
    
 
   
An investor interested in making a net asset value purchase of The AIM Family of
Funds should contact his or her Financial Institution or the Transfer Agent to
request the prospectus of the other mutual fund(s) being considered. Certain
Financial Institutions may charge a fee for handling net asset value purchases.
    
 
   
LIMITATIONS ON PURCHASE ORDERS AND EXCHANGES. The AIM/GT Funds are not intended
to serve as vehicles for frequent trading in response to short-term fluctuations
in the market. Due to the disruptive effect that market-timing investment
strategies and excessive trading can have on efficient portfolio management,
each AIM/GT Fund and AIM Distributors reserve the right to refuse purchase
orders and exchanges by any person or group, if, in the Sub-adviser's judgment,
such person or group was following a market-timing strategy or was otherwise
engaging in excessive trading.
    
 
   
In addition, each AIM/GT Fund and AIM Distributors reserve the right to refuse
purchase orders and exchanges by any person or group if, in the Sub-adviser's
judgment, the Fund would not be able to invest the money effectively in
accordance with that Fund's investment objective and policies or would otherwise
potentially be adversely affected. Although an AIM/GT Fund will attempt to give
investors prior notice whenever it is reasonably able to do so, it may impose
the above restrictions at any time.
    
 
   
Finally, as described above, each AIM/GT Fund and AIM Distributors reserve the
right to reject any purchase order.
    
 
                               Prospectus Page 32
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                              HOW TO REDEEM SHARES
 
- --------------------------------------------------------------------------------
 
Fund shares may be redeemed at their net asset value (subject to any applicable
contingent deferred sales charge for Class B shares or, in limited
circumstances, Class A shares) and redemption proceeds will be sent within seven
days of the execution of a redemption request. If a redeeming shareholder owns
more than one class of shares, the shareholder must specify the class of shares
to be redeemed.
 
REDEMPTIONS THROUGH FINANCIAL INSTITUTIONS. Shareholders with accounts at
Financial Institutions who sell shares of the Funds may submit redemption
requests to such Financial Institutions. If the shares are held in the name of
the Financial Institution, the redemption must be made through the Financial
Institution. Financial Institutions may honor a redemption request either by
repurchasing shares from a redeeming shareholder at the net asset value next
determined after the Financial Institution receives the request or, as described
below, by forwarding such requests to the Transfer Agent (see "How to Redeem
Shares -- Redemptions Through the Transfer Agent"). Redemption proceeds normally
will be paid by check or, if offered by the Financial Institution, credited to
the shareholder's account at the Financial Institution at the election of the
shareholder. Financial Institutions may impose a service charge for handling
redemption transactions placed through them and may have other requirements
concerning redemptions. Accordingly, shareholders should contact their Financial
Institution for more details.
 
REDEMPTIONS THROUGH THE TRANSFER AGENT. Redemption requests may be transmitted
to the Transfer Agent by telephone or by mail, in accordance with the
instructions provided in the Shareholder Account Manual. Redemptions will be
effected at the net asset value (less any applicable contingent deferred sales
charge for Class B shares or, in limited circumstances, Class A shares) next
determined after the Transfer Agent has received the request or after an
Authorized Institution has received the request, provided that the request is
transmitted to the Transfer Agent prior to the time set for receipt of such
redemption requests. Redemptions will only be effected if the request is
received in good order and accompanied by any required supporting documentation.
Redemption requests will not require a signature guarantee if the redemption
proceeds are to be sent either: (i) to the redeeming shareholder at the
shareholder's address of record as maintained by the Transfer Agent, provided
the shareholder's address of record has not been changed within the preceding
fifteen days; or (ii) directly to a pre-designated bank, savings and loan or
credit union account ("Pre-Designated Account"). ALL OTHER REDEMPTION REQUESTS
MUST BE ACCOMPANIED BY A SIGNATURE GUARANTEE OF THE REDEEMING SHAREHOLDER'S
SIGNATURE. A signature guarantee can be obtained from any bank, U.S. trust
company, a member firm of a U.S. stock exchange or a foreign branch of any of
the foregoing or other eligible guarantor institution. A notary public is not an
acceptable guarantor. A shareholder with questions concerning the Funds'
signature guarantee requirement should contact the Transfer Agent.
 
Shareholders may qualify to have redemption proceeds sent to a Pre-Designated
Account by completing the appropriate section of the Account Application at the
end of this Prospectus. Shareholders with Pre-Designated Accounts should request
that redemption proceeds be sent either by bank wire or by check. The minimum
redemption amount for a bank wire is $500. Shareholders requesting a bank wire
should allow two business days from the time the redemption request is effected
for the proceeds to be deposited in the shareholder's Pre-Designated Account.
See "How to Redeem Shares -- Other Important Redemption Information."
Shareholders may change their Pre-Designated Accounts only by a letter of
instruction to the Transfer Agent containing all account signatures, each of
which must be guaranteed. The Transfer Agent currently does not charge a bank
wire service fee on each wire redemption sent, but reserves the right to do so
in the future. The shareholder's bank may charge a bank wire service fee.
 
REDEMPTIONS BY TELEPHONE. Redemption requests may be made by telephone by
calling the Transfer Agent at the appropriate toll-free number provided in the
Shareholder Account Manual.
 
                               Prospectus Page 33
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
Shareholders who hold certificates for shares may not redeem by telephone.
REDEMPTION REQUESTS MAY NOT BE MADE BY TELEPHONE FOR FIFTEEN DAYS FOLLOWING ANY
CHANGE OF THE SHAREHOLDER'S ADDRESS OF RECORD.
 
Shareholders automatically have telephone privileges to authorize redemptions.
The Funds, AIM Distributors and the Transfer Agent will not be liable for any
loss or damage for acting in good faith upon instructions received by telephone
and reasonably believed to be genuine. The Funds employ reasonable procedures to
confirm that instructions communicated by telephone are genuine prior to acting
upon instructions received by telephone, including requiring some form of
personal identification providing written confirmation of such transactions,
and/or tape recording of telephone instructions.
 
REDEMPTIONS BY MAIL. Redemption requests should be mailed directly to the
Transfer Agent at the appropriate address provided in the Shareholder Account
Manual. As discussed above, requests for payment of redemption proceeds to a
party other than the shareholder of record and/or requests that redemption
proceeds be mailed to an address other than the shareholder's address of record
require a signature guarantee. In addition, if the shareholder's address of
record has been changed within the preceding fifteen days, a signature guarantee
is required. Redemptions of shares for which certificates have been issued must
be accompanied by properly endorsed share certificates.
 
   
SYSTEMATIC WITHDRAWAL PLAN. Shareholders owning shares in the Funds with a value
of $10,000 or more may participate in the Systematic Withdrawal Plan. A
participating shareholder will receive proceeds from monthly, quarterly or
annual redemptions of Fund shares with respect to either Class A or Class B
shares. No contingent deferred sales charge will be imposed on redemptions made
under the Systematic Withdrawal Plan. The minimum withdrawal amount is $100. The
amount or percentage a participating shareholder specifies to be redeemed may
not, on an annualized basis, exceed 12% of the value of the account, as of the
time the shareholder elects to participate in the Systematic Withdrawal Plan. To
participate in the Systematic Withdrawal Plan, investors should complete the
appropriate portion of the Supplemental Application provided at the end of this
Prospectus. Investors should contact their Financial Institution or the Transfer
Agent for more information. With respect to Class A shares, participation in the
Systematic Withdrawal Plan concurrent with purchases of Class A shares may be
disadvantageous to investors because of the sales charges involved and possible
tax implications, and therefore is discouraged. In addition, shareholders who
participate in the Systematic Withdrawal Plan should not elect to reinvest
dividends or other distributions in additional Fund shares. Systematic
withdrawal plans offered by Financial Institutions may have different features.
Accordingly, shareholders should contact their Financial Institution for more
details.
    
 
OTHER IMPORTANT REDEMPTION INFORMATION. A request for redemption will not be
processed until all of the necessary documentation has been received in good
order. A shareholder in doubt as to what documents are required should contact
his or her Financial Institution or the Transfer Agent.
 
   
Except in extraordinary circumstances and as permitted under the 1940 Act,
payment for shares redeemed by telephone or by mail will be made promptly after
receipt of a redemption request, if in good order, but not later than seven days
after the date the request is executed. Requests for redemption which are
subject to any special conditions or which specify a future or past effective
date cannot be accepted.
    
 
If the Transfer Agent is requested to redeem shares for which a Fund has not yet
received good payment, the Fund may delay payment of redemption proceeds until
the Transfer Agent has assured itself that good payment has been collected for
the purchase of the shares. In the case of purchases by check it can take up to
10 business days to confirm that the check has cleared and good payment has been
received. Redemption proceeds will not be delayed when shares have been paid for
by wire or when the investor's account holds a sufficient number of shares for
which funds already have been collected.
 
A Fund may redeem the shares of any shareholder whose account is reduced to less
than $500 in value through redemptions or other action by the shareholder.
Written notice will be given to the shareholder at least 60 days prior to the
date fixed for such redemption, during which time the shareholder may increase
his or her holdings to an aggregate amount of $500 or more (with a minimum
purchase of $100).
 
                               Prospectus Page 34
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                           SHAREHOLDER ACCOUNT MANUAL
 
- --------------------------------------------------------------------------------
 
   
Shareholders are encouraged to place purchase, exchange and redemption orders
through their Financial Institutions. Shareholders also may place such orders
directly in accordance with this Manual. See "How to Invest," "How to Make
Exchanges," "How to Redeem Shares" and "Dividends, Other Distributions and
Federal Income Taxation" for more information.
    
 
Each Fund's Transfer Agent is GT GLOBAL INVESTOR SERVICES, INC.
 
INVESTMENTS BY MAIL
 
Send completed Account Application (if initial purchase) or letter stating Fund
name, class of shares, shareholder's registered name and account number (if
subsequent purchase) with a check to:
 
   
    AIM/GT Funds
    P.O. Box 7345
    San Francisco, CA 94120-7345
    
 
INVESTMENTS BY BANK WIRE
 
An investor opening a new account should call 1-800-223-2138 to obtain an
account number. WITHIN SEVEN DAYS OF PURCHASE A COMPLETED ACCOUNT APPLICATION
CONTAINING THE INVESTOR'S CERTIFIED TAXPAYER IDENTIFICATION NUMBER MUST BE SENT
TO THE ADDRESS PROVIDED ABOVE UNDER "INVESTMENTS BY MAIL." Wire instructions
must state Fund name, class of shares, shareholder's registered name and account
number. Bank wires should be sent through the Federal Reserve Bank Wire System
to:
 
    WELLS FARGO BANK N.A.
    ABA 121000248
    Attn: GT GLOBAL
         Account No. 4023-050701
 
EXCHANGES BY TELEPHONE
 
Call the Transfer Agent at 1-800-223-2138.
 
EXCHANGES BY MAIL
 
   
Send complete instructions, including name of Fund exchanging from, class of
shares, amount of exchange, name of the AIM/GT Fund exchanging into,
shareholder's registered name and account number, to:
    
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
REDEMPTIONS BY TELEPHONE
 
Call the Transfer Agent at 1-800-223-2138.
 
REDEMPTIONS BY MAIL
 
Send complete instructions, including name of Fund, class of shares, amount of
redemption, shareholder's registered name and account number, to:
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
OVERNIGHT MAIL
 
Overnight mail services do not deliver to post office boxes. To send purchase,
exchange or redemption orders by overnight mail, follow the above instructions
but send to the following address:
 
    GT Global Investor Services, Inc.
    California Plaza
    2121 N. California Boulevard
    Suite 450
    Walnut Creek, CA 94596
 
ADDITIONAL QUESTIONS
 
Shareholders with additional questions regarding purchase, exchange and
redemption procedures may call the Transfer Agent at 1-800-223-2138.
 
                               Prospectus Page 35
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                         CALCULATION OF NET ASSET VALUE
 
- --------------------------------------------------------------------------------
 
Each Fund calculates its net asset value as of the close of regular trading on
the NYSE (currently 4:00 p.m. Eastern Time, unless weather, equipment failure or
other factors contribute to an earlier closing) each Business Day. Each Fund's
asset value per share is computed by determining the value of its total assets
(the securities it holds plus any cash or other assets, including interest and
dividends accrued but not yet received), subtracting all of its liabilities
(including accrued expenses), and dividing the result by the total number of
shares outstanding at such time. Net asset value is determined separately for
each class of shares of each Fund.
 
Equity securities held by a Fund are valued at the last sale price on the
exchange or in the OTC market in which such securities are primarily 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. Long-term debt obligations are
valued at the mean of representative quoted bid or asked prices for such
securities, or, if such prices are not available, at prices for securities of
comparable maturity, quality and type; however, when the Sub-adviser deems it
appropriate, prices obtained from a bond pricing service will be used.
Short-term debt investments are amortized to maturity based on their cost,
adjusted for foreign exchange translation and market fluctuations, provided that
such valuations represent fair value. When market quotations for futures and
options positions held by a Fund are readily available, those positions are
valued based upon such quotations.
 
   
Securities and other assets for which market quotations are not readily
available are valued at fair value determined in good faith by or under the
direction of the Company's Board of Directors. Securities and other assets
quoted in foreign currencies are valued in U.S. dollars based on the prevailing
exchange rates on that day.
    
 
Each Fund's portfolio securities, from time to time, may be listed primarily on
foreign exchanges or OTC markets that trade on days when the NYSE is closed
(such as Saturday). As a result, the net asset value of a Fund may be affected
significantly by such trading on days when shareholders cannot purchase or
redeem shares of that Fund.
   
The different service and distribution fees borne by each class of shares of
each Fund will result in different net asset values. The net asset value of the
Class B shares of a Fund generally will be lower than that of the Class A shares
of that Fund because of the higher service and distribution fees borne by the
Class B shares. The net asset value of the Advisor Class shares of a Fund
generally will be higher than that of the Class A and Class B shares of that
Fund because of the absence of any service and distribution fees applicable to
the Advisor Class shares. It is expected, however, that the net asset value per
share of Class A and Class B shares of a Fund will tend to converge immediately
after the payment of dividends, which will differ by approximately the amount of
the service and distribution fee accrual differential between the classes.
    
 
- --------------------------------------------------------------------------------
 
                         DIVIDENDS, OTHER DISTRIBUTIONS
                          AND FEDERAL INCOME TAXATION
 
- --------------------------------------------------------------------------------
 
DIVIDENDS AND OTHER DISTRIBUTIONS. Each Fund annually declares and pays as a
dividend all of its net investment income, if any, which includes dividends,
accrued interest and earned discount (including both original issue and market
discounts) less any applicable expenses. Each Fund also annually distributes
substantially all of its realized net capital gains and net gains from foreign
currency transactions, if any. Each Fund may make an additional dividend or
other distribution each year if necessary to avoid a 4% excise tax on certain
undistributed income and gain.
 
                               Prospectus Page 36
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
Dividends and other distributions paid by each Fund with respect to all classes
of its shares are calculated in the same manner and at the same time. The per
share income dividends on Class B shares of a Fund will be lower than the per
share income dividends on Class A shares of that Fund as a result of the higher
service and distribution fees applicable to Class B shares; and the per share
income dividends on both such classes of shares of a Fund will be lower than the
per share income dividends on the Advisor Class shares of that Fund as a result
of the absence of any service and distribution fees applicable to Advisor Class
shares. SHAREHOLDERS MAY ELECT:
 
   
/ / to have all dividends and other distributions automatically reinvested in
    additional Fund shares of the distributing class (or in shares of the
    corresponding class of other AIM/GT Funds); or
    
 
   
/ / to receive dividends in cash and have other distributions automatically
    reinvested in additional Fund shares of the distributing class (or in shares
    of the corresponding class of other AIM/GT Funds); or
    
 
   
/ / to receive other distributions in cash and have dividends automatically
    reinvested in additional Fund shares of the distributing class (or in shares
    of the corresponding class of other AIM/ GT Funds); or
    
 
/ / to receive dividends and other distributions in cash.
 
   
Automatic reinvestments in additional shares are made at net asset value without
imposition of a sales charge. IF NO ELECTION IS MADE BY A SHAREHOLDER, ALL
DIVIDENDS AND OTHER DISTRIBUTIONS WILL BE AUTOMATICALLY REINVESTED IN ADDITIONAL
FUND SHARES OF THE DISTRIBUTING CLASS. Reinvestments in another AIM/GT Fund may
only be directed to an account with the identical shareholder registration and
account number. These elections may be changed by a shareholder at any time; to
be effective with respect to a distribution, the shareholder or the
shareholder's broker must contact the Transfer Agent by mail or telephone at
least 15 Business Days prior to the payment date. THE FEDERAL INCOME TAX
CONSEQUENCES OF DIVIDENDS AND OTHER DISTRIBUTIONS ARE THE SAME WHETHER THEY ARE
RECEIVED IN CASH OR REINVESTED IN ADDITIONAL SHARES.
    
 
Any dividend or other distribution paid by a Fund has the effect of reducing the
net asset value per share on the ex-dividend date by the amount thereof.
Therefore, a dividend or other distribution paid shortly after a purchase of
shares would represent, in substance, a return of capital to the shareholder (to
the extent the distribution is paid on the shares so purchased), even though
subject to income tax, as discussed below.
 
TAXES. Each Fund intends to continue to qualify for treatment as a regulated
investment company under the Code. In each taxable year that a Fund so
qualifies, the Fund (but not its shareholders) will be relieved of federal
income tax on that part of its investment company taxable income (consisting
generally of net investment income, net gains from certain foreign currency
transactions and net short-term capital gain) and net capital gain (i.e., the
excess of net long-term capital gain over net short-term capital loss) that it
distributes to its shareholders.
 
Dividends from a Fund's investment company taxable income (whether paid in cash
or reinvested in additional shares) are taxable to its shareholders as ordinary
income to the extent of the Fund's earnings and profits. Distributions of a
Fund's net capital gain, when designated as such, are taxable to its
shareholders as long-term capital gains, regardless of how long they have held
their Fund shares and whether paid in cash or reinvested in additional Fund
shares.
 
   
Under the Taxpayer Relief Act of 1997, different maximum tax rates apply to a
noncorporate taxpayer's net capital gain depending on the taxpayer's holding
period and marginal rate of federal income tax -- generally, 28% for gain
recognized on securities held for more than one year but not more than 18 months
and 20% (10% for taxpayers in the 15% marginal tax bracket) for gain recognized
on securities held for more than 18 months. Each Fund may divide each net
capital gain distribution into a 28% rate gain distribution and a 20% rate gain
distribution (in accordance with the Fund's holding periods for the securities
it sold that generated the distributed gain), in which event its shareholders
must treat those portions accordingly.
    
 
Each Fund provides federal tax information to its shareholders annually,
including information about dividends and capital gain distributions paid during
the preceding year and, under certain circumstances, the shareholders'
respective shares of any foreign taxes paid (directly or indirectly) by the
Fund, in which event each shareholder would be required to include in his or her
gross income his or her pro rata share of those taxes but might be
 
                               Prospectus Page 37
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
entitled to claim a credit or deduction for them. The information regarding
capital gain distributions designates the portions thereof subject to the
different maximum rates of tax applicable to noncorporate taxpayers' net capital
gain indicated above.
 
   
Each Fund must withhold 31% from dividends, capital gain distributions and
redemption proceeds payable to any individuals and certain other noncorporate
shareholders who have not furnished to the Fund a correct taxpayer
identification number or a properly completed claim for exemption on Form W-8 or
W-9. Withholding at that rate also is required from dividends and capital gain
distributions payable to such shareholders who otherwise are subject to backup
withholding. Fund accounts opened via a bank wire purchase (see "How to Invest
- -- Purchases Through the Transfer Agent") are considered to have uncertified
taxpayer identification numbers unless a completed Form W-8 or W-9 or Account
Application is received by the Transfer Agent within seven days after the
purchase. A shareholder should contact the Transfer Agent if the shareholder is
uncertain whether a proper taxpayer identification number is on file with a
Fund.
    
 
   
A redemption of a Fund's shares may result in taxable gain or loss to the
redeeming shareholder, depending upon whether the redemption proceeds are more
or less than the shareholder's adjusted basis for the redeemed shares (which
normally includes any initial sales charge paid on Class A shares). An exchange
of Fund shares for shares of another mutual fund generally will have similar tax
consequences. However, special tax rules apply when a shareholder (1) disposes
of Class A shares of a Fund through a redemption or exchange within 90 days
after purchase and (2) subsequently acquires Class A shares of the Fund or of
any other mutual fund on which an initial sales charge normally is imposed
without paying that sales charge due to the reinstatement privilege or exchange
privilege. In these cases, any gain on the disposition of the original Class A
shares will be increased, or loss decreased, by the amount of the sales charge
paid when the shares were acquired, and that amount will increase the adjusted
basis of the shares subsequently acquired. In addition, if shares of a Fund are
purchased within 30 days before or after redeeming other Fund shares (regardless
of class) at a loss, all or a part of the loss will not be deductible and
instead will increase the basis of the newly purchased shares.
    
 
The foregoing is only a summary of some of the important federal tax
considerations generally affecting each Fund and its shareholders. See "Taxes"
in the Statement of Additional Information for a further discussion. There may
be other federal, state, local or foreign tax considerations applicable to a
particular investor. Prospective investors therefore are urged to consult their
tax advisers.
 
- --------------------------------------------------------------------------------
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
   
The Company's Board of Directors has overall responsibility for the operation of
the Funds. The Company's Board of Directors has approved all significant
agreements between the Company on the one side and persons or companies
furnishing services to the Funds on the other, including the investment advisory
and administrative services agreement with AIM, the investment sub-advisory and
sub-administration agreement with the Sub-adviser, the agreements with AIM
Distributors regarding distribution of each Fund's shares, the custody agreement
with State Street Bank and Trust Company and the transfer agency agreement with
GT Global Investor Services, Inc. The day to day operations of each Fund are
delegated to the officers of the Company, subject always to the objective and
policies of the applicable Fund and to the general supervision of the Company's
Board of Directors. See "Directors and Executive Officers" in the Statement of
Additional Information for information on the Company's Board of Directors.
    
 
INVESTMENT MANAGEMENT AND ADMINISTRATION. Services provided by AIM and the
Sub-adviser as each Fund's investment managers and administrators include, but
are not limited to, determining the composition of the Fund's portfolio and
placing orders to buy, sell or hold particular securities; furnishing corporate
officers and clerical
 
                               Prospectus Page 38
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
staff; providing office space, services and equipment; and supervising all
matters relating to the Fund's operation. For these services, each of the Funds
pays AIM investment management and administration fees, computed daily and paid
monthly, based on its average daily net assets, at the annualized rate of .975%
on the first $500 million, .95% on the next $500 million, .925% on the next $500
million, and .90% on amounts thereafter. Out of the aggregate fees payable by a
Fund, AIM pays the Sub-adviser sub-advisory and sub-administration fees equal to
40% of the aggregate fees AIM receives from each Fund. The investment management
and administration fees paid by the Funds are higher than those paid by most
mutual funds. AIM has undertaken to limit each Fund's expenses (exclusive of
brokerage commissions, taxes, interest and extraordinary expenses) to the annual
rate of 2.00% and 2.50% of the average daily net assets of the Fund's Class A
and Class B shares, respectively.
 
   
The Sub-adviser also serves as each Fund's pricing and accounting agent. For
these services the Sub-adviser receives a fee at an annual rate derived by
applying 0.03% to the first $5 billion of assets of the AIM/GT Funds and 0.02%
to the assets in excess of $5 billion, and allocating the result according to
each Fund's average daily net assets.
    
 
   
AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046, serves as the
investment adviser to each Fund pursuant to a master investment advisory
agreement, dated as of May 29, 1998 (the "Advisory Agreement"). AIM was
organized in 1976 and, together with its subsidiaries, manages or advises
approximately 90 investment company portfolios encompassing a broad range of
investment objectives. The Sub-adviser, INVESCO (NY), Inc., 50 California
Street, 27th Floor, San Francisco, California 94111, and 1166 Avenue of the
Americas, New York, New York 10036, serves as the sub-adviser to each Fund
pursuant to an investment sub-advisory agreement dated as of May 29, 1998. Prior
to May 29, 1998, the Sub-adviser was known as Chancellor LGT Asset Management,
Inc. On May 29, 1998, Liechtenstein Global Trust AG ("LGT"), the former indirect
parent organization of the Sub-adviser, consummated a purchase agreement with
AMVESCAP PLC pursuant to which AMVESCAP PLC acquired LGT's Asset Management
Division, which included the Sub-adviser and certain other affiliates. As a
result of this transaction, the Sub-adviser is now an indirect wholly-owned
subsidiary of AMVESCAP PLC. Prior to the sale, the Sub-adviser and its worldwide
asset management affiliates provided investment management and/or administrative
services to institutional, corporate and individual clients around the world
since 1969.
    
 
AIM and the Sub-adviser and their worldwide asset management affiliates provide
investment management and/or administrative services to institutional, corporate
and individual clients around the world. AIM and the Sub-adviser are both
indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and its
subsidiaries are an independent investment management group that has a
significant presence in the institutional and retail segment of the investment
management industry in North America and Europe, and a growing presence in Asia.
 
   
In addition to the investment resources of their San Francisco and New York
offices, AIM and the Sub-adviser draw upon the expertise, personnel, data and
systems of other offices, including investment offices in Atlanta, Boston,
Dallas, Denver, Louisville, Miami, Portland (Oregon), Frankfurt, Hong Kong,
London, Singapore, Sydney, Tokyo and Toronto. In managing the Funds, the
Sub-adviser employs a team approach, taking advantage of its investment
resources around the world.
    
 
                               Prospectus Page 39
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
The investment professionals primarily responsible for the portfolio management
of the Funds are as follows:
 
                             EMERGING MARKETS FUND
 
   
<TABLE>
<CAPTION>
                              RESPONSIBILITIES FOR                          BUSINESS EXPERIENCE
NAME/OFFICE                         THE FUND                                  PAST FIVE YEARS
- ---------------------------  ----------------------  ------------------------------------------------------------------
<S>                          <C>                     <C>
Allan Conway                 Portfolio Manager       Head of Global Emerging Market Equities for the Sub- adviser and
 London                       since 1997              INVESCO GT Asset Management PLC (London) ("GT Asset Management"),
                                                      an affiliate of the Sub-adviser, since January 1997. Director of
                                                      International Equities at Hermes Investment Management from 1992
                                                      to 1997. Portfolio Manager, Head of Overseas Equities at
                                                      Provident Mutual from 1982 to 1992.
 
Hugh Hunter                  Portfolio Manager       Portfolio Manager for the Sub-adviser and GT Asset Management
 London                       since 1997              since June 1997. Head of Quantitative Emerging Strategy at Baring
                                                      Asset Management (London) ("Barings") from 1992 to 1997.
                                                      Quantitative Analyst at Barings from 1987 to 1992.
 
Aziz Minhas                  Portfolio Manager       Portfolio Manager for the Sub-adviser and GT Asset Management
 London                       since 1997              since December 1997. Investment Analyst and Senior Investment
                                                      Analyst with Abu Dhabi Investment Authority (London) from 1990 to
                                                      1997.
 
Darren Read                  Portfolio Manager       Portfolio Manager for the Sub-adviser and GT Asset Management
 London                       since 1997              since May 1997. Senior Investment Analyst at Hermes from 1995 to
                                                      1997. Chartered Accountant in the Financial Markets Division of
                                                      Arthur Andersen from 1991 to 1995.
 
Christine Rowley             Portfolio Manager       Portfolio Manager for the Sub-adviser GT Asset Management and
 London                       since 1997              INVESCO GT Asset Management Asia Ltd. (Hong Kong), an affiliate
                                                      of the Sub-adviser, since 1992. Analyst with the Bank of England
                                                      from 1989 to 1990.
 
Mark Thorogood               Portfolio Manager       Portfolio Manager for the Sub-adviser and GT Asset Management
 London                       since 1997              since May 1997. Proprietary Trader for ING-Barings (Hong Kong)
                                                      from 1994 to 1997. Analyst and Portfolio Manager for Provident
                                                      Mutual from 1987 to 1994.
</TABLE>
    
 
   
                           LATIN AMERICAN GROWTH FUND
    
 
   
<TABLE>
<CAPTION>
                              RESPONSIBILITIES FOR                          BUSINESS EXPERIENCE
NAME/OFFICE                         THE FUND                                  PAST FIVE YEARS
- ---------------------------  ----------------------  ------------------------------------------------------------------
<S>                          <C>                     <C>
Allan Conway                 Portfolio Manager       See description above.
 London                       since 1997
 
David Manuel                 Portfolio Manager       Portfolio Manager for the Sub-adviser and GT Asset Management
 London                       since 1997              since November 1997. Investment Analyst and Portfolio Manager for
                                                      Abbey Life Investment Services Ltd. (Bournemouth) from 1987 to
                                                      1997, and Head of Latin American Equities from 1994 to 1997.
</TABLE>
    
 
                               Prospectus Page 40
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
   
In placing securities orders for the Funds' portfolio transactions, the
Sub-adviser seeks to obtain the best net results. Consistent with its obligation
to obtain the best net results, the Sub-adviser may consider a broker/dealer's
sale of shares of the AIM Funds as a factor in considering through whom
portfolio transactions will be effected. Brokerage transactions may be executed
through affiliates of AIM or the Sub-adviser. High portfolio turnover (over
100%) involves correspondingly greater brokerage commissions and other
transaction costs that the Funds will bear directly and could result in the
realization of net capital gains which would be taxable when distributed to
shareholders.
    
 
   
DISTRIBUTION OF FUND SHARES. The Company has entered into master distribution
agreements relating to the Funds (the "Distribution Agreements"), dated May 29,
1998, with AIM Distributors, a registered broker/dealer and a wholly owned
subsidiary of AIM. The address of AIM Distributors is P.O. Box 4739, Houston,
Texas 77210-4739. The Distribution Agreements provide AIM Distributors with the
exclusive rights to distribute shares of the Funds directly and through
Financial Institutions with whom AIM Distributors has entered into agreements.
Under the Distribution Agreements, AIM Distributors acts as the distributor of
Class A, Class B and Advisor Class shares of the Funds. As distributor, AIM
Distributors collects the sales charges imposed on purchases of Class A shares
and any contingent deferred sales charges that may be imposed on certain
redemptions of Class A and Class B shares.
    
 
   
AIM Distributors may elect to re-allow the entire initial sales charge to
dealers for all sales with respect to which orders are placed with AIM
Distributors during a particular period. Dealers to whom substantially the
entire sales charge is re-allowed may be deemed to be "underwriters" as that
term is defined under the Securities Act of 1933.
    
 
   
AIM Distributors may pay sales commissions to dealers and institutions who sell
Class B shares of the Funds at the time of such sales. Payments with respect to
Class B shares will equal 4.00% of the purchase price of the Class B shares sold
by the dealer or institution and will consist of a sales commission equal to
3.75% of the purchase price of the Class B shares sold plus an advance of the
first year service fee of 0.25% with respect to such shares. The portion of the
payments to AIM Distributors under the Class B Plan which constitutes an
asset-based sales charge (0.75%) is intended in part to permit AIM Distributors
to recoup a portion of such sales commissions plus financing costs.
    
 
From time to time, AIM Distributors may pay commissions in excess of these
amounts. Commissions are not paid on exchanges or certain reinvestments in Class
B. In addition, with respect to both classes of shares, AIM Distributors makes
ongoing payments to broker/dealers for distribution and service activities in
accordance with the Rule 12b-1 plans described below.
 
   
The Latin American Growth Fund has previously suspended the offering of its
shares upon the advice of the Sub-adviser that doing so was in the best
interests of the portfolio management process. As of the date of this
Prospectus, the Latin American Growth Fund has resumed sales of its shares based
upon the Sub-adviser's advice that it is consistent with prudent portfolio
management to do so. However, the Latin American Growth Fund reserves the right
to suspend sales again and Emerging Markets Fund reserves the right to suspend
sales in the future based upon the foregoing portfolio considerations.
    
 
   
In addition, AIM Distributors makes ongoing payments to brokerage firms,
financial institutions (including banks) and others that facilitate the
administration and servicing of shareholder accounts.
    
 
   
In addition to amounts paid to dealers as a dealer concession out of the initial
sales charge paid by investors, AIM Distributors may, from time to time, at its
expense or as an expense for which it may be compensated under a distribution
plan, if applicable, pay a bonus or other consideration or incentive to dealers
who sell a minimum dollar amount of the shares of the AIM Funds during a
specified period of time. In some instances, these incentives may be offered
only to certain dealers who have sold or may sell significant amounts of shares.
At the option of the dealer, such incentives may take the form of payment for
travel expenses, including lodging, incurred in connection with trips taken by
qualifying registered representatives and their families to places within or
outside the United States. The total amount of such additional bonus payments or
other consideration shall not exceed 0.25% of the public offering price of the
shares sold. Any such bonus or incentive programs will not change the price paid
by investors for the purchase of the applicable fund's shares or the amount that
any particular fund will receive as proceeds from such sales. Dealers may not
use sales of the AIM Funds' shares to qualify for any incentives to the extent
that such incentives may be prohibited by the laws of any state.
    
 
                               Prospectus Page 41
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
   
AIM Distributors may make payments to dealers and institutions who are dealers
of record for purchases of $1 million or more of Class A shares (or shares which
normally involve payment of initial sales charges), which are sold at net asset
value and are subject to a contingent deferred sales charge as follows: 1% of
the first $2 million of such purchases, plus 0.80% of the next $1 million of
such purchases, plus 0.50% of the next $l7 million of such purchases, plus 0.25%
of amounts in excess of $20 million of such purchases.
    
 
   
The Company has adopted a Master Distribution Plan applicable to Class A shares
of the Funds (the "Class A Plan") pursuant to Rule 12b-1 under the 1940 Act, to
compensate AIM Distributors for the purpose of financing any activity that is
intended to result in the sale of Class A shares of the Funds. Under the Class A
Plan, each Fund pays compensation to AIM Distributors at an annual rate of 0.50%
of the average daily net assets of Class A shares of each Fund.
    
 
The Company also has adopted a Master Distribution Plan applicable to Class B
shares of the Funds (the "Class B Plan"). Under the Class B Plan, each Fund pays
compensation to AIM Distributors at an annual rate of 1.00% of the average daily
net assets of Class B shares of each Fund.
 
   
The Class A Plan and the Class B Plan (together, the "Plans") are designed to
compensate AIM Distributors for certain promotional and other sales-related
costs, and to implement a dealer incentive program that provides for periodic
payments to selected dealers who furnish continuing personal shareholder
services to their customers who purchase and own Class A and Class B shares of a
Fund. Payments also can be directed by AIM Distributors to Financial
Institutions who have entered into service agreements with respect to Class A
and Class B shares of the Funds and who provide continuing personal services to
their customers who own Class A and Class B shares of a Fund. The service fees
payable to selected Financial Institutions are calculated at the annual rate of
0.25% of the average daily net asset value of those Fund shares that are held in
such Institution's customers' accounts that were purchased on or after a
prescribed date set forth in the Plans. Of the aggregate amount payable under
the Plans, payments to Financial Institutions that provide continuing personal
shareholder services to their customers who purchase and own shares of a Fund,
in amounts of up to 0.25% of the average net assets of the Fund attributable to
the customers of such Financial Institutions are characterized as a service fee,
and payments to Financial Institutions in excess of such amount and payments to
AIM Distributors would be characterized as an asset-based sales charge. Payments
under the Plans are subject to any applicable limitations imposed by the rules
of the National Association of Securities Dealers, Inc.
    
 
The Plans do not obligate the Funds to reimburse AIM Distributors for the actual
expenses AIM Distributors may incur in fulfilling its obligations under the
Plans. Thus, even if AIM Distributors' actual expenses exceed the fee payable to
AIM Distributors thereunder at any time, the Funds will not be obligated to pay
more than that fee. If AIM Distributors' expenses are less than the fee it
receives, AIM Distributors will retain the full amount of the fee.
 
Under the Plans, AIM Distributors may in its discretion from time to time agree
to waive voluntarily all or any portion of its fee that has not been assigned or
transferred, while retaining its ability to be reimbursed for such fee prior to
the end of each fiscal year.
 
   
Under the Plans, certain Financial Institutions which have entered into service
agreements and which sell shares of the Funds on an agency basis, may receive
payments from the Funds pursuant to the respective Plans. AIM Distributors does
not act as principal, but rather as agent for the Funds, in making such
payments. For additional information concerning the operation of the Plans see
"Distribution Services Relating to the Fund" in the Management section of the
Statement of Additional Information.
    
 
The Glass-Steagall Act and other applicable laws, among other things, generally
prohibit federally chartered or supervised banks from engaging in the business
of underwriting or distributing securities. Accordingly, AIM Distributors
intends to engage banks (if at all) only to perform administrative and
shareholder servicing functions. If a bank were prohibited from so acting, its
shareholder clients would be permitted to remain shareholders, and alternative
means for continuing the servicing of such shareholders would be sought. It is
not expected that shareholders would suffer any adverse financial consequences
as a result of any of these occurrences.
 
                               Prospectus Page 42
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                               OTHER INFORMATION
 
- --------------------------------------------------------------------------------
 
CONFIRMATIONS AND REPORTS TO SHAREHOLDERS. Each time a transaction is made that
affects a shareholder's account in a Fund, the shareholder will receive from the
Transfer Agent a confirmation statement reflecting the transaction.
Confirmations for transactions effected pursuant to a Fund's Automatic
Investment Plan, Systematic Withdrawal Plan and automatic dividend reinvestment
program may be provided quarterly. Shortly after the end of the Funds' fiscal
year on October 31 and fiscal half-year on April 30 of each year, shareholders
will receive an annual and semiannual report, respectively. In addition, the
federal income tax status of distributions made by a Fund to shareholders will
be reported after the end of the calendar year on Form 1099-DIV. Under certain
circumstances, duplicate mailings of the foregoing reports to the same household
may be consolidated.
 
   
ORGANIZATION OF THE COMPANY. The Company was organized as a Maryland corporation
on October 29, 1987. Prior to May 29, 1998, the Company operated under the name
G.T. Investment Funds, Inc. From time to time, the Company has established and
may continue to establish other funds, each corresponding to a distinct
investment portfolio and a distinct series of the Company's shares. Shares of
each Fund are entitled to one vote per share (with proportional voting for
fractional shares) and are freely transferable. Shareholders have no preemptive
or conversion rights.
    
 
   
On any matter submitted to a vote of shareholders, shares of each Fund will be
voted by a Fund's shareholders individually when the matter affects the specific
interest of that Fund only, such as approval of its investment management
arrangements. In addition, shares of a particular class of a Fund may vote on
matters affecting only that class. The shares of each Fund and the Company's
other funds will be voted in the aggregate on other matters, such as the
election of Directors and ratification of the selection of the Company's
independent accountants.
    
 
   
Normally there will be no annual meeting of shareholders in any year, except as
required under the 1940 Act. The Company would be required to hold a
shareholders meeting in the event that at any time less than a majority of the
Directors holding office had been elected by shareholders. Directors shall
continue to hold office until their successors are elected and have qualified.
Shares of the Company's funds do not have cumulative voting rights, which means
that the holders of a majority of the shares voting for the election of
Directors can elect all the Directors. A Director may be removed upon a majority
vote of the shareholders qualified to vote in the election. Shareholders holding
10% of the Company's outstanding voting securities may call a meeting of
shareholders for the purpose of voting upon the question of removal of any
Director or for any other purpose. The 1940 Act requires the Company to assist
shareholders in calling such a meeting.
    
 
   
Pursuant to the Company's Articles of Incorporation, it may issue six billion
shares. Of this number, 300 million shares have been classified as shares of
each Fund. One hundred million shares have been classified as Class A shares of
each Fund, one hundred million shares as Class B shares of each Fund, and one
hundred million shares have been classified as Advisor Class shares of each
Fund. These amounts may be increased from time to time in the discretion of the
Board of Directors. Each share of each Fund represents an interest in that Fund
only, has a par value of $0.0001 per share, represents an equal proportionate
interest in that Fund with other shares of that Fund and is entitled to such
dividends and other distributions out of the income earned and gain realized on
the assets belonging to that Fund as may be declared at the discretion of the
Board of Directors. Each Class A, Class B and Advisor Class share of each Fund
is equal in earnings, assets and voting privileges, except as noted above, and
each class bears the expenses, if any, related to the distribution of its
shares. Shares of each Fund, when issued, are fully paid and nonassessable.
    
 
   
Shareholders have been asked to vote on the reorganization of the Company into a
Delaware business trust. If approved by shareholders, it is anticipated that the
reorganization would occur prior to October 1, 1998. If the Company is
reorganized as a Delaware business trust, it is anticipated that Class B shares
of each Fund will convert to
    
 
                               Prospectus Page 43
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
   
Class A shares approximately eight years following the initial date the Class B
shares were issued.
    
 
SHAREHOLDER INQUIRIES. Shareholder inquiries may be made by calling the Funds
toll-free at (800) 223-2138 or by writing to the Funds at 50 California Street,
27th Floor, San Francisco, CA 94111.
 
PERFORMANCE INFORMATION. The Funds, from time to time, may include information
on their investment results and/or comparisons of their investment results to
various unmanaged indices or results of other mutual funds or groups of mutual
funds in advertisements, sales literature or reports furnished to present or
prospective shareholders.
 
In such materials, the Funds may quote their average annual total return
("Standardized Return"). Standardized Return is calculated separately for each
class of shares of each Fund. Standardized Return shows percentage rates
reflecting the average annual change in the value of an assumed investment in
the Fund at the end of one-, five- and ten-year periods, reduced by the maximum
applicable sales charge imposed on sales of Fund shares. If a one-, five- and/or
ten-year period has not yet elapsed, data will be provided as of the end of a
shorter period corresponding to the life of a Fund. Standardized Return assumes
reinvestment of all dividends and other distributions.
 
In addition, in order to more completely represent the Funds' performance or
more accurately compare such performance to other measures of investment return,
the Funds also may include in advertisements, sales literature and shareholder
reports other total return performance data ("Non-Standardized Return").
Non-Standardized Return reflects percentage rates of return encompassing all
elements of return (i.e., income and capital appreciation or depreciation); it
assumes reinvestment of all dividends and other distributions. Non-Standardized
Return may be quoted for the same or different periods as those for which
Standardized Return is quoted; it may consist of an aggregate or average annual
percentage rate of return, actual year-by-year rates or any combination thereof.
Non-Standardized Return may or may not take sales charges into account;
performance data calculated without taking the effect of sales charges into
account will be higher than data including the effect of such charges.
 
The Funds' performance data reflects past performance and is not necessarily
indicative of future results. The Funds' investment results will vary from time
to time depending upon market conditions, the composition of their portfolios
and their operating expenses. These factors and possible differences in
calculation methods should be considered when comparing a Fund's investment
results with those published for other investment companies, other investment
vehicles and unmanaged indices. Each Fund's results also should be considered
relative to the risks associated with its investment objective and policies. See
"Investment Results" in the Statement of Additional Information.
 
Each Fund's annual report contains additional information with respect to its
performance. The annual report is available to investors upon request and free
of charge.
 
   
YEAR 2000 COMPLIANCE PROJECT. In providing services to the Funds, AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely on internal computer
systems as well as external computer systems provided by third parties. Some of
these systems were not originally designed to distinguish between the year 1900
and the year 2000. This inability, if not corrected, could adversely affect the
services AIM, AIM Distributors, the Transfer Agent and the Sub-adviser and
others provide the Funds and their shareholders.
    
 
   
To address this important issue, AIM, AIM Distributors, the Transfer Agent and
the Sub-adviser have undertaken a comprehensive Year 2000 Compliance Project
(the "Project"). The Project consists of four phases: (i) inventorying every
software and hardware system in use at AIM, AIM Distributors, the Transfer Agent
and the Sub-adviser, as well as remote, third-party systems on which AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely; (ii) identifying
those systems that may not function properly after December 31, 1999; (iii)
correcting or replacing those systems that have been so identified; and (iv)
testing the processing of Fund data in all systems. Phase (i) has been
completed; phase (ii) is substantially completed; phase (iii) has commenced; and
phase (iv) is expected to commence during the third quarter of 1998. The Project
is scheduled to be completed by December 31, 1998. Following completion of the
Project, AIM, AIM Distributors and the Sub-adviser will review any systems
subsequently acquired to confirm that they are year 2000 compliant.
    
 
                               Prospectus Page 44
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
TRANSFER AGENT. Shareholder servicing, reporting and general transfer agent
functions for the Funds are performed by GT Global Investor Services, Inc. The
Transfer Agent is an affiliate of the Sub-adviser and AIM, a subsidiary of
Liechtenstein Global Trust, and maintains its offices at California Plaza, 2121
N. California Boulevard, Suite 450, Walnut Creek, CA 94596.
 
CUSTODIAN. State Street Bank and Trust Company, 225 Franklin Street, Boston, MA
02110 is custodian of each Fund's assets.
 
   
COUNSEL. The law firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue,
N.W., Washington, D.C. 20036-1800, acts as counsel to the Company and the Funds.
Kirkpatrick & Lockhart LLP also acts as counsel to the Sub-adviser and the
Transfer Agent in connection with other matters.
    
 
INDEPENDENT ACCOUNTANTS. The Company's and each Fund's independent accountants
are Coopers & Lybrand L.L.P., One Post Office Square, Boston, MA 02109. Coopers
& Lybrand L.L.P. will conduct an annual audit of each Fund, assist in the
preparation of each Fund's federal and state income tax returns and consult with
the Company, or Trust, as applicable, and each Fund as to matters of accounting,
regulatory filings, and federal and state income taxation.
 
MULTIPLE TRANSLATIONS OF THE PROSPECTUS. This Prospectus may be translated into
other languages. In the event of any inconsistency or ambiguity as to the
meaning of any word or phrase contained in a translation, the English text shall
prevail.
 
                               Prospectus Page 45
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
   
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW,  INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF  INVESTING IN RELATED INDUSTRIES, PLEASE  CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
                                     [LOGO]
 
  NO  DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
  ANY INFORMATION  OR  TO  MAKE  ANY  REPRESENTATION  NOT  CONTAINED  IN  THIS
  PROSPECTUS  AND, IF GIVEN  OR MADE, SUCH  INFORMATION OR REPRESENTATION MUST
  NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY AIM INVESTMENT FUNDS,  INC.,
  AIM  EMERGING MARKETS FUND, AIM LATIN AMERICAN  GROWTH FUND, A I M ADVISORS,
  INC., INVESCO (NY), INC.  OR A I M  DISTRIBUTORS, INC. THIS PROSPECTUS  DOES
  NOT  CONSTITUTE AN OFFER TO SELL OR SOLICITATION  OF ANY OFFER TO BUY ANY OF
  THE SECURITIES OFFERED HEREBY IN ANY  JURISDICTION TO ANY PERSON TO WHOM  IT
  IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
    
 
   
                                                                       LEM-PRO-1
    
<PAGE>
   
                          AIM DEVELOPING MARKETS FUND
    
 
                           PROSPECTUS -- JUNE 1, 1998
- --------------------------------------------------------------------------------
 
   
AIM DEVELOPING MARKETS FUND (THE "FUND") primarily seeks long-term capital
appreciation. Its secondary investment objective is income, to the extent
consistent with seeking capital appreciation. The Fund normally invests
substantially all of its assets in issuers in the developing (or "emerging")
markets of Asia, Europe, Latin America and elsewhere. A majority of the Fund's
assets ordinarily is invested in emerging market equity securities. The Fund
also invests in emerging market debt securities, which are selected based on
their potential to provide a combination of capital appreciation and current
income. There can be no assurance that the Fund will achieve its investment
objectives.
    
 
The Fund is designed for long-term investors and not as a trading vehicle. The
Fund does not represent a complete investment program, nor is it suitable for
all investors. The Fund may invest significantly in equity and high yield, high
risk ("lower quality") debt securities that are predominantly speculative.
Investments of this type are subject to a greater risk of loss of principal and
interest. The Fund's investments in securities of issuers in developing markets
involves special considerations and risks that are not typically associated with
investments in securities of issuers in the United States or in other more
established markets. Investors should carefully assess the risks associated with
an investment in the Fund.
 
   
This Prospectus sets forth concisely information an investor should know before
investing and should be read carefully and retained for future reference. A
Statement of Additional Information, dated June 1, 1998, has been filed with the
Securities and Exchange Commission ("SEC") and, as supplemented or amended from
time to time, is incorporated herein by reference. The Statement of Additional
Information is available without charge by writing to the Fund at 50 California
Street, 27th Floor, San Francisco, CA 94111, or by calling (800) 347-4246. It is
also available, along with other related materials, on the SEC's Internet web
site (http://www.sec.gov).
    
 
FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED BY,
ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
 
   
The Fund is managed by A I M Advisors, Inc. ("AIM") and is sub-advised and
sub-administered by INVESCO (NY), Inc. (the "Sub-adviser"). AIM and the
Sub-adviser and their worldwide asset management affiliates provide investment
management and/or administrative services to institutional, corporate and
individual clients around the world. AIM and the Sub-adviser are both indirect
wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and its subsidiaries are
an independent investment management group that has a significant presence in
the institutional and retail segment of the investment management industry in
North America and Europe, and a growing presence in Asia.
    
 
An investment in the Fund offers the following advantages:
 
/ / Access to Securities Markets Around the World
 
   
/ / Low $500 Minimum Investment
    
 
/ / Alternative Purchase Plan
 
/ / Automatic Dividend and Other Distribution Reinvestment at No Additional
    Sales Charge
 
   
/ / Exchange Privileges with the Corresponding Classes of the Other AIM/GT Funds
    
 
/ / Reduced Sales Charge Plans
 
/ / Dollar Cost Averaging Program
 
/ / Automatic Investment Plan
 
/ / Systematic Withdrawal Plan
 
/ / Portfolio Rebalancing Program
 
   
FOR FURTHER INFORMATION, CALL
(800) 824-1580 OR CONTACT YOUR FINANCIAL ADVISER.
    
 
                                     [LOGO]
 
- ---------------------------------------------
 
THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
   EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE  COMMISSION
         PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
                  ANY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.
 
                               Prospectus Page 1
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                               TABLE OF CONTENTS
- ------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                              Page
                                                                                            ---------
<S>                                                                                         <C>
Prospectus Summary........................................................................          3
Financial Highlights......................................................................          7
Investment Objectives and Policies........................................................          8
Risk Factors..............................................................................         14
How to Invest.............................................................................         19
How to Make Exchanges.....................................................................         27
How to Redeem Shares......................................................................         29
Shareholder Account Manual................................................................         31
Calculation of Net Asset Value............................................................         32
Dividends, Other Distributions and Federal Income Taxation................................         33
Management................................................................................         35
Other Information.........................................................................         39
</TABLE>
    
 
                               Prospectus Page 2
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                               PROSPECTUS SUMMARY
- ------------------------------------------------------------
The following summary is qualified in its entirety by the more detailed
information appearing in the body of this Prospectus. Cross-references in the
summary are to headings in the body of this Prospectus.
 
   
<TABLE>
<S>                            <C>                                               <C>
The Fund:                      The Fund is a non-diversified series of AIM Investment Funds, Inc., (the "Company").
 
Investment Objectives:         The Fund's primary investment objective is long-term capital appreciation; its secondary objective is
                               income, to the extent consistent with seeking capital appreciation.
 
Principal Investments:         The  Fund normally invests a majority of its assets in emerging market equity securities and also may
                               invest in emerging market debt securities.
 
Principal Risk Factors:        There is no  assurance that the  Fund will achieve  its investment objectives.  The Fund's net  asset
                               value  per  share  will fluctuate,  reflecting  fluctuations in  the  market value  of  its portfolio
                               holdings.
 
                               The Fund invests in foreign securities. Investments  in foreign securities involve risks relating  to
                               political  and economic developments abroad and the differences between the regulations to which U.S.
                               and foreign  issuers  are  subject.  Individual  foreign  economies  also  may  differ  favorably  or
                               unfavorably  from the U.S. economy. Changes in foreign currency exchange rates will affect the Fund's
                               net asset  value, earnings,  and gains  and losses  realized on  sales of  securities. Securities  of
                               foreign  companies may  be less liquid  and their  prices more volatile  than those  of securities of
                               comparable U.S. companies. The Fund  normally invests substantially all of  its assets in issuers  in
                               emerging  markets.  Such investments  entail greater  risks  than investing  in issuers  in developed
                               markets.
 
                               The Fund may engage in certain foreign currency, options and futures transactions to attempt to hedge
                               against the overall  level of investment  and currency risk  associated with its  present or  planned
                               investments. Such transactions involve certain risks and transaction costs.
 
                               The  value of  debt securities  held by the  Fund generally  fluctuates inversely  with interest rate
                               movements. Certain investment grade debt securities  may possess speculative qualities. The Fund  may
                               invest  in below investment grade debt securities. Investments  of this type are subject to a greater
                               risk of loss of principal and interest.
 
                               See "Investment Objectives and Policies" and "Risk Factors."
 
Investment Managers:           AIM and the Sub-adviser and their worldwide asset management affiliates provide investment management
                               and/or administrative services to institutional, corporate  and individual clients around the  world.
                               AIM and the Sub-adviser are both indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and
                               its  subsidiaries are an independent  investment management group that  has a significant presence in
                               the institutional and  retail segment  of the  investment management  industry in  North America  and
                               Europe,  and a growing presence in Asia. AIM was organized in 1976 and, together with its affiliates,
                               currently advises approximately 90
</TABLE>
    
 
                               Prospectus Page 3
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
   
<TABLE>
<S>                            <C>                                               <C>
                               investment company portfolios. AIM advises the Fund and other investment company portfolios which are
                               sub-advised by the Sub-adviser ("AIM/  GT Funds"). On May 29,  1998, AMVESCAP PLC acquired the  Asset
                               Management  Division of  Liechtenstein Global  Trust AG, which  included the  Sub-adviser and certain
                               other affiliates. AIM  also serves as  the investment adviser  to other mutual  funds, which are  not
                               sub-advised  by the Sub-adviser, that are part of The AIM Family of Funds-Registered Trademark- ("The
                               AIM Family of Funds," and together with the AIM/GT Funds, the "AIM Funds").
 
Alternative Purchase Plan:     Investors may select Class A or  Class B shares, each subject  to different expenses and a  different
                               sales charge structure. Each class has distinct advantages and disadvantages for different investors,
                               and investors should choose the class that best suits their circumstances and objectives. See "How to
                               Invest."
 
  Class A Shares:              Offered  at net asset  value plus any  applicable sales charge  (maximum is 4.75%  of public offering
                               price) and subject to  12b-1 service and  distribution fees at  the annualized rate  of 0.50% of  the
                               average daily net assets of Class A shares.
 
  Class B Shares:              Offered  at net asset value with no initial  sales charge (a maximum contingent deferred sales charge
                               of 5% of net asset value at  the time of purchase or sale,  whichever is less, is imposed on  certain
                               redemptions  made within six years of date of purchase) and subject to 12b-1 service and distribution
                               fees at the annualized rate of 1.00% of the average daily net assets of Class B shares.
 
Shares Available Through:      Class A and Class B  shares are available through broker/dealers,  banks and other financial  service
                               entities  ("Financial Institutions") that  have entered into agreements  with the Fund's distributor,
                               A I M Distributors, Inc. ("AIM Distributors"). Shares also may be acquired by sending an  application
                               directly  to GT Global Investor Services, Inc. (the  "Transfer Agent") or through exchanges of shares
                               as described below. See "How to Invest" and "Shareholder Account Manual."
 
Exchange Privileges:           Shares may  be  exchanged  for  shares of  other  AIM/GT  Funds.  See "How  to  Make  Exchanges"  and
                               "Shareholder Account Manual."
 
Redemptions:                   Shares  may be redeemed  through Financial Institutions  that sell shares  of the Fund  or the Fund's
                               Transfer Agent. See "How to Redeem Shares" and "Shareholder Account Manual."
</TABLE>
    
 
   
THE AIM FAMILY OF FUNDS, THE AIM FAMILY OF FUNDS AND DESIGN (I.E., THE AIM
LOGO), AIM AND DESIGN, AIM, AIM LINK, AIM INSTITUTIONAL FUNDS, AIMFUNDS.COM, LA
FAMILIA AIM DE FONDOS AND LA FAMILIA AIM DE FONDOS AND DESIGN ARE REGISTERED
SERVICE MARKS AND INVEST WITH DISCIPLINE AND AIM BANK CONNECTION ARE SERVICE
MARKS OF A I M MANAGEMENT GROUP INC.
    
 
                               Prospectus Page 4
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
 
   
<TABLE>
<S>                            <C>                                               <C>
Dividends and Other            Dividends and other  distributions from  net investment  income, net  short- term  capital gain,  net
  Distributions:               capital gain and net gains from foreign currency transactions, if any, are paid annually.
 
Reinvestment:                  Dividends  and other distributions may be reinvested automatically in Fund shares of the distributing
                               class or in shares of the corresponding class of other AIM/GT Funds without a sales charge.
 
First Purchase:                $500 minimum ($100 for individual retirement accounts ("IRAs") and reduced amounts for certain  other
                               retirement plans).
 
Subsequent Purchases:          $100 minimum ($25 for IRAs and reduced amounts for certain other retirement plans).
 
Net Asset Value:               Class  A shares quoted daily in the financial section  of most newspapers; Class B shares expected to
                               be quoted.
 
Other Features:
 
  Class A Shares:              Letter of Intent                                  Dollar Cost Averaging Program
                               Quantity Discounts                                Automatic Investment Plan
                               Right of Accumulation                             Systematic Withdrawal Plan
                               Reinstatement Privilege                           Portfolio Rebalancing Program
 
  Class B Shares:              Automatic Investment Plan                         Systematic Withdrawal Plan
                               Dollar Cost Averaging Program                     Portfolio Rebalancing Program
</TABLE>
    
 
                               Prospectus Page 5
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
 
SUMMARY OF INVESTOR COSTS. The expenses and maximum transactions costs
associated with investing in the Class A and Class B shares of the Fund are
reflected in the following tables (1):
 
   
<TABLE>
<CAPTION>
                                                                                                         CLASS A      CLASS B
                                                                                                       -----------  -----------
<S>                                                                                                    <C>          <C>
SHAREHOLDER TRANSACTION COSTS (2):
  Maximum sales charge on purchases of shares (as a % of offering price).............................       4.75%         None
  Sales charges on reinvested distributions to shareholders..........................................        None         None
  Maximum deferred sales charge (as a % of net asset value at time of purchase or sale, whichever is
    less)............................................................................................        None         5.0%
  Redemption Charges.................................................................................        None         None
  Exchange Fees......................................................................................        None         None
ANNUAL FUND OPERATING EXPENSES (3):
  (AS A % OF AVERAGE NET ASSETS)
  Investment management and administration fees......................................................       0.98%        0.98%
  12b-1 distribution and service fees................................................................       0.50%        1.00%
  Other expenses (after estimated reimbursements and waivers)........................................       0.52%        0.52%
                                                                                                       -----------  -----------
Total Fund Operating Expenses........................................................................       2.00%        2.50%
                                                                                                       -----------  -----------
                                                                                                       -----------  -----------
</TABLE>
    
 
   
HYPOTHETICAL EXAMPLE OF EFFECT OF EXPENSES (6):
    
 
An investor would have directly or indirectly paid the following expenses at the
end of the periods shown on a $1,000 investment in the Fund, assuming a 5%
annual return:
 
   
<TABLE>
<CAPTION>
                                                                                            ONE    THREE   FIVE     TEN
                                                                                            YEAR   YEARS   YEARS   YEARS
                                                                                            ----   -----   -----   -----
<S>                                                                                         <C>    <C>     <C>     <C>
Class A Shares (4)........................................................................  $67    $108    $151    $270
Class B Shares:
    Assuming a complete redemption at end of period (5)...................................  $77    $111    $157    $286
    Assuming no redemption................................................................  $26    $ 79    $135    $286
</TABLE>
    
 
- ------------------
   
(1) THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
    COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN THE FUND. Long-term
    shareholders may pay more than the economic equivalent of the maximum
    front-end sales charges permitted by National Association of Securities
    Dealers, Inc. rules regarding investment companies.
    
 
   
(2) Sales charge waivers are available for Class A and Class B shares, and
    reduced sales charge purchase plans are available for Class A shares. The
    maximum 5% contingent deferred sales charge on Class B shares applies to
    redemptions during the first year after purchase; the charge generally
    declines by 1% annually thereafter, reaching zero after six years. See "How
    to Invest."
    
 
   
(3) Expenses are estimated based on the fees and expenses the Fund is expected
    to incur during its initial fiscal year as an open-end fund and AIM's
    undertaking to limit the Fund's expenses (exclusive of brokerage
    commissions, taxes, interest and extraordinary expenses) to the annual rate
    of 2.00% and 2.50% of the average daily net assets of the Fund's Class A
    shares and Class B shares, respectively. Without reimbursements and waivers,
    "Other expenses" and "Total Fund Operating Expenses" are estimated to be
    0.65% and 2.13%, respectively, for Class A shares and 0.65% and 2.63%,
    respectively, for Class B shares. "Other expenses" include custody, transfer
    agent, legal and audit fees and other operating expenses. See "Management"
    herein and in the Statement of Additional Information for more information.
    The Fund also offers Advisor Class shares, which are not subject to 12b-1
    distribution and service fees, to certain categories of investors. See "How
    to Invest."
    
 
   
(4) Assumes payment of maximum sales charge by the investor.
    
 
   
(5) Assumes deduction of the applicable contingent deferred sales charge.
    
 
   
(6) THE "HYPOTHETICAL EXAMPLE" IS NOT A REPRESENTATION OF PAST OR FUTURE
    EXPENSES. THE FUND'S ACTUAL EXPENSES, AND AN INVESTOR'S DIRECT AND INDIRECT
    EXPENSES, MAY BE MORE OR LESS THAN THOSE SHOWN. The tables and the
    assumption in the example of a 5% annual return are required by regulations
    of the SEC applicable to all mutual funds. The 5% annual return is not a
    prediction of and does not represent the Fund's projected or actual
    performance.
    
 
                               Prospectus Page 6
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
 
   
The table below provides condensed financial information concerning income and
capital changes for one share of G.T. Global Developing Markets Fund, Inc. (the
"Predecessor Fund") for the periods shown. This information is supplemented by
the financial statements and accompanying notes appearing in the Statement of
Additional Information. The financial information in the table below has been
audited by Coopers & Lybrand L.L.P., independent accountants, whose report
thereon is also included in the Statement of Additional Information. The
Predecessor Fund was a closed-end investment company whose single class of
shares traded on the New York Stock Exchange ("NYSE"). On October 31, 1997, the
Fund, which had no previous operating history, acquired the assets and assumed
the liabilities of the Predecessor Fund. On that date, all shareholders of the
Predecessor Fund received Class A shares of the Fund. The fees and expenses of
the Fund will differ from those of the Predecessor Fund. The Fund's fiscal year
end will be October 31, rather than December 31, which was the Predecessor
 
Fund's fiscal year end.
    
 
   
                          AIM DEVELOPING MARKETS FUND
                  (FORMERLY GT GLOBAL DEVELOPING MARKETS FUND)
            (SUCCESSOR TO G.T. GLOBAL DEVELOPING MARKETS FUND, INC.)
    
 
  (For the entire period shown, the Predecessor Fund operated as a closed-end
                    investment company traded on the NYSE.)
 
<TABLE>
<CAPTION>
                                                                                                        JAN. 11, 1994
                                                                                      YEAR ENDED        (COMMENCEMENT
                                                                                       DEC. 31,         OF OPERATIONS)
                                                                  PERIOD ENDED   --------------------         TO
                                                                  OCT. 31, 1997    1996       1995      DEC. 31, 1994
                                                                  -------------  ---------  ---------  ----------------
<S>                                                               <C>            <C>        <C>        <C>
Per Share Operating Performance:
Net asset value, beginning of period............................    $   13.84    $   11.60  $   12.44     $    15.00
                                                                  -------------  ---------  ---------  ----------------
Income from investment operations:
  Net investment income.........................................         0.25         0.53       0.72           0.35
  Net realized and unrealized gain (loss) on investments........        (1.53)        2.19      (0.84)         (2.46)
                                                                  -------------  ---------  ---------  ----------------
    Net increase (decrease) from investment operations..........        (1.28)        2.72      (0.12)         (2.11)
                                                                  -------------  ---------  ---------  ----------------
Distributions to shareholders:
  From net investment income....................................           --        (0.48)     (0.72)         (0.35)
  From net realized gain on investments.........................           --           --         --          (0.10)
                                                                  -------------  ---------  ---------  ----------------
    Total distributions.........................................           --        (0.48)     (0.72)         (0.45)
                                                                  -------------  ---------  ---------  ----------------
Net asset value, end of period..................................    $   12.56    $   13.84  $   11.60     $    12.44
                                                                  -------------  ---------  ---------  ----------------
                                                                  -------------  ---------  ---------  ----------------
Market value, end of period.....................................    $   11.81    $   11.63  $    9.75     $     9.75
                                                                  -------------  ---------  ---------  ----------------
                                                                  -------------  ---------  ---------  ----------------
Total investment return (based on net asset value)(a)...........      (9.25)%+      23.59%    (0.95)%       (14.07)%+
Total investment return (based on market value).................        1.62%(b)    24.18%      6.60%       (32.16)%(b)
 
Ratios and supplemental data:
Net assets, end of period (in 000's)............................    $ 457,379    $ 504,012  $ 422,348     $  452,872
  Ratio of net investment income to average net assets..........        2.03%++      4.07%      6.33%          2.75%++
Ratio of expenses to average net assets:
  With expense reductions.......................................        1.75%++      1.82%      1.77%          2.01%++
  Without expense reductions....................................        1.83%++      1.85%      1.80%          2.01%++
Portfolio turnover rate.........................................         184%++       138%        75%            56%
Average commission rate per share paid on portfolio
 transactions...................................................    $  0.0023    $  0.0022        N/A            N/A
<FN>
- ------------------
</TABLE>
 
+   Not annualized
 
++  Annualized
(a) Total investment return does not include sales charges and differs from the
    Predecessor Fund's total investment return based on market value.
 
N/A Not Applicable
                         ------------------------------
 
<TABLE>
<CAPTION>
                                                                                 AVERAGE MONTHLY
                                                                                    NUMBER OF
                                                              AVERAGE MONTHLY      REGISTRANT'S
                                            AMOUNT OF DEBT    AMOUNT OF DEBT          SHARES         AVERAGE AMOUNT
                                            OUTSTANDING AT      OUTSTANDING        OUTSTANDING      OF DEBT PER SHARE
YEAR ENDED                                   END OF PERIOD   DURING THE PERIOD  DURING THE PERIOD   DURING THE PERIOD
- ------------------------------------------  ---------------  -----------------  ------------------  -----------------
<S>                                         <C>              <C>                <C>                 <C>
October 31, 1997..........................        --             $379,964           36,416,667           $0.0104
</TABLE>
 
                               Prospectus Page 7
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                             INVESTMENT OBJECTIVES
                                  AND POLICIES
 
- --------------------------------------------------------------------------------
 
The Fund's primary investment objective is long-term capital appreciation; its
secondary objective is income, to the extent consistent with seeking capital
appreciation. The Fund normally invests substantially all of its assets in
issuers in the developing (or "emerging") markets of Asia, Europe, Latin America
and elsewhere. A majority of the Fund's assets normally are invested in emerging
market equity securities. The Fund may invest in the following types of equity
securities: common stock, preferred stock, securities convertible into common
stock, American Depository Receipts, Global Depository Receipts, rights and
warrants to acquire such securities and substantially similar forms of equity
with comparable risk characteristics. The Fund may also invest in emerging
market debt securities that will be selected based on their potential to provide
a combination of capital appreciation and current income.
 
For purposes of the Fund's operations, emerging markets consist of all countries
determined by the Sub-adviser to have developing or emerging economies and
markets. These countries generally include every country in the world except the
United States, Canada, Japan, Australia, New Zealand and most countries located
in Western Europe. See "Investment Objectives and Policies" in the Statement of
Additional Information for a complete list of all the countries that the Fund
does not currently consider to be emerging markets.
 
For purposes of the Fund's policy of normally investing substantially all of its
assets in issuers in emerging markets, the Fund will consider investment in the
following emerging markets:
 
<TABLE>
<S>               <C>            <C>
  Algeria         Hong Kong      Peru
  Argentina       Hungary        Philippines
  Bolivia         India          Poland
  Botswana        Indonesia      Portugal
  Brazil          Israel         Republic of
  Bulgaria        Ivory Coast    Slovakia
  Chile           Jamaica        Russia
  China           Jordan         Singapore
  Colombia        Kazakhstan     Slovenia
  Costa Rica      Kenya          South Africa
  Cyprus          Lebanon        South Korea
  Czech           Malaysia       Sri Lanka
   Republic       Mauritius      Swaziland
  Dominican       Mexico         Taiwan
   Republic       Morocco        Thailand
  Ecuador         Nicaragua      Turkey
  Egypt           Nigeria        Ukraine
  El Salvador     Oman           Uruguay
  Finland         Pakistan       Venezuela
  Ghana           Panama         Zambia
  Greece          Paraguay       Zimbabwe
</TABLE>
 
Although the Fund considers each of the above-listed countries eligible for
investment, it will not be invested in all such markets at all times. Moreover,
investing in some of those markets currently may not be desirable or feasible,
due to the lack of adequate custody arrangements for the Fund's assets, overly
burdensome repatriation and similar restrictions, the lack of organized and
liquid securities markets, unacceptable political risks or for other reasons.
 
As used in this Prospectus, an issuer in an emerging market is an entity (1) for
which the principal securities trading market is an emerging market, as defined
above, (2) that (alone or on a consolidated basis) derives 50% or more of its
total revenues from business in emerging markets, provided that, in the
Sub-adviser's view, the value of such issuer's securities will tend to reflect
emerging market developments to a greater extent than developments elsewhere, or
(3) organized under the laws of, or with a principal office in, an emerging
market.
 
In selecting investments, the Sub-adviser seeks to identify those countries and
industries where economic and political factors, including currency movements,
are likely to produce above-average
 
                               Prospectus Page 8
<PAGE>
                          AIM DEVELOPING MARKETS FUND
growth rates over the long term. The Sub-adviser seeks those emerging markets
that have strongly developing economies and in which the markets are becoming
more sophisticated. The Sub-adviser then invests in those companies in such
countries and industries that it believes are best positioned and managed to
take advantage of these economic and political factors. The Sub-adviser believes
that the issuers of securities in emerging markets often have sales and earnings
growth rates that exceed those in developed countries and that such growth rates
may in turn be reflected in more rapid share price appreciation.
 
As opportunities to invest in securities in other emerging markets develop, the
Fund expects to expand and further broaden the group of emerging markets in
which it invests. In some cases, investments in debt securities could provide
the Fund with access to emerging markets in the early stages of their economic
development, when equity securities are not yet generally available or, in the
Sub-adviser's view, do not yet present an acceptable investment alternative.
While the Fund generally is not restricted in the portion of its assets that may
be invested in a single region, under normal conditions its assets will be
invested in issuers in at least four countries, and it will not invest more than
25% of its assets in issuers in one country. The Fund's holdings of any one
foreign currency together with securities denominated in or indexed to such
currency will not exceed 40% of its assets.
 
INVESTMENTS IN DEBT SECURITIES. The Fund may invest up to 50% of its total
assets in the following types of emerging market debt securities: (1) debt
securities issued or guaranteed by governments, their agencies,
instrumentalities or political subdivisions, or by government owned, controlled
or sponsored entities, including central banks (collectively, "Sovereign Debt"),
including Brady Bonds; (2) interests in issuers organized and operated for the
purpose of restructuring the investment characteristics of Sovereign Debt; (3)
debt securities issued by banks and other business entities; and (4) debt
securities denominated in or indexed to the currencies of emerging markets. Debt
securities held by the Fund may take the form of bonds, notes, bills,
debentures, bank debt obligations, short-term paper, loan participations,
assignments and interests issued by entities organized and operated for the
purpose of restructuring the investment characteristics of any of the foregoing.
There is no requirement with respect to the maturity or duration of debt
securities in which the Fund may invest.
 
There is no limitation on the percentage of the Fund's assets that may be
invested in debt securities that are rated below investment grade. Investment in
below investment grade debt securities involves a high degree of risk and can be
speculative. These debt securities are the equivalent of high yield, high risk
bonds, commonly known as "junk bonds." Debt securities in which the Fund will
invest may not be rated; if rated, it is expected that such ratings will be
below investment grade. See "Risk Factors -- Risks Associated with Debt
Securities" and "-- Risks Associated with Below Investment Grade Debt
Securities."
 
The Fund may invest in "Brady Bonds," which are debt restructurings that provide
for the exchange of cash and loans for newly issued bonds. Brady Bonds have been
issued by the countries of Albania, Argentina, Brazil, Bulgaria, Costa Rica,
Dominican Republic, Ecuador, Ivory Coast, Jordan, Mexico, Nigeria, Panama, Peru,
Philippines, Poland, Uruguay, Venezuela and Vietnam, and are expected to be
issued by other emerging market countries. As of the date of this Prospectus,
the Fund is not aware of the occurrence of any payment defaults on Brady Bonds.
Investors should recognize, however, that Brady Bonds do not have a long payment
history. In addition, Brady Bonds are often rated below investment grade.
 
The Fund may invest in either collateralized or uncollateralized Brady Bonds.
U.S. dollar-denominated collateralized Brady Bonds, which may be fixed rate par
bonds or floating rate discount bonds, are collateralized in full as to
principal by U.S. Treasury zero coupon bonds having the same maturity as the
bonds. Interest payments on such bonds generally are collateralized by cash or
securities in an amount that, in the case of fixed rate bonds, is equal to at
least one year of rolling interest payments or, in the case of floating rate
bonds, initially is equal to at least one year's rolling interest payments based
on the applicable interest rate at the time of issuance and is adjusted at
regular intervals thereafter.
 
Capital appreciation in debt securities may arise as a result of a favorable
change in relative foreign exchange rates, relative interest rate levels and/or
the creditworthiness of issuers.
 
ADDITIONAL INVESTMENT POLICIES
 
TEMPORARY DEFENSIVE STRATEGIES. In the interest of preserving shareholders'
capital, the Sub-adviser may employ a temporary defensive investment strategy
for the Fund if it determines such a strategy
 
                               Prospectus Page 9
<PAGE>
                          AIM DEVELOPING MARKETS FUND
   
to be warranted due to market, economic or political conditions. Under a
defensive strategy, the Fund may hold cash (U.S. dollars, foreign currencies or
multinational currency units) and/or invest any portion or all of its assets in
high quality money market instruments of U.S. or foreign issuers. In addition,
for temporary defensive purposes, most or all of the Fund's investments may be
made in the United States and denominated in U.S. dollars. To the extent the
Fund adopts a temporary defensive posture, it will not be invested so as to
directly achieve its investment objectives. In addition, pending investment of
proceeds from new sales of Fund shares or in order to meet ordinary daily cash
needs, the Fund may hold cash (U.S. dollars, foreign currencies or multinational
currency units) and may invest in foreign or domestic high quality money market
instruments. For a description of money market instruments, see "Temporary
Defensive Strategies" in the Investment Objectives and Policies section of the
Statement of Additional Information.
    
 
BORROWING AND REVERSE REPURCHASE AGREEMENTS. In connection with meeting requests
for the redemption of Fund shares, the Fund may borrow from banks or may borrow
through reverse repurchase agreements. The Fund also may borrow up to 5% of its
total assets for temporary or emergency purposes other than to meet redemptions,
but total borrowings may not exceed 33 1/3% of its total assets. However, the
Fund will not purchase securities while borrowings in excess of 5% of its total
assets are outstanding. Any borrowing by the Fund may cause greater fluctuation
in the value of its shares than would be the case if it did not borrow.
 
A reverse repurchase agreement is a borrowing transaction in which the Fund
transfers possession of a security to another party, such as a bank or
broker/dealer, in return for cash and agrees to repurchase the security in the
future at an agreed-upon price that includes an interest component.
 
SECURITIES LENDING. The Fund may lend its portfolio securities to broker/dealers
or to other institutional investors. Securities lending allows the Fund to
retain ownership of the securities loaned and, at the same time, enhances the
Fund's total return. The Fund limits its loans of portfolio securities to an
aggregate of 30% of the value of its total assets, measured at the time any such
loan is made. While a loan is outstanding, the borrower must maintain with the
Fund's custodian collateral consisting of cash, U.S. government securities or
certain irrevocable letters of credit equal to at least 100% of the value of the
borrowed securities plus any accrued interest or such other collateral as
permitted by the Fund's investment program and regulatory agencies, and as
approved by the Board. The risks in lending portfolio securities, as with other
extensions of secured credit, consist of possible delays in receiving additional
collateral or in recovery of the securities and possible loss of rights in the
collateral if the borrower fails financially.
 
OPTIONS, FUTURES AND FORWARD CURRENCY TRANSACTIONS. To attempt to increase
return, the Fund may write call options on securities. This strategy will be
employed only when, in the opinion of the Sub-adviser, the size of the premium
the Fund receives for writing the option is adequate to compensate it against
the risk that appreciation in the underlying security may not be fully realized
if the option is exercised. The Fund also is authorized to write put options to
attempt to enhance return, although it does not currently intend to do so.
 
The Fund may also use forward currency contracts, futures contracts, options on
securities, options on currencies, options on indices and options on futures
contracts to attempt to hedge against the overall level of investment and
currency risk normally associated with its investments. These instruments are
often referred to as "derivatives," which may be defined as financial
instruments whose performance is derived, at least in part, from the performance
of another asset (such as a security, currency or an index of securities). The
Fund may enter into such instruments up to the full value of its portfolio
assets. See "Options, Futures and Currency Strategies" in the Statement of
Additional Information.
 
To attempt to hedge against adverse movements in exchange rates between
currencies, the Fund may enter into forward currency contracts for the purchase
or sale of a specified currency at a specified future date. Such contracts may
involve the purchase or sale of a foreign currency against the U.S. dollar or
may involve two foreign currencies. The Fund may enter into forward currency
contracts either with respect to specific transactions or with respect to its
portfolio positions. The Fund also may purchase and sell put and call options on
currencies, futures contracts on currencies and options on such futures
contracts to hedge its portfolio against movements in exchange rates.
 
Only a limited market, if any, currently exists for options and futures
transactions relating to currencies of most emerging markets, to securities
 
                               Prospectus Page 10
<PAGE>
                          AIM DEVELOPING MARKETS FUND
denominated in such currencies or to securities of issuers domiciled or
principally engaged in business in such emerging markets. To the extent that
such a market does not exist, the Sub-adviser may not be able to effectively
hedge its investment in such markets.
 
In addition, the Fund may purchase and sell put and call options on equity and
debt securities to hedge against the risk of fluctuations in the prices of
securities held by the Fund or that the Sub-adviser intends to include in the
Fund's portfolio. The Fund also may purchase and sell put and call options on
stock indices to hedge against overall fluctuations in the securities markets or
in a specific market sector.
 
Further, the Fund may sell index futures contracts and may purchase put options
or write call options on such futures contracts to protect against a general
market or a specific market sector decline that could adversely affect the
Fund's portfolio. The Fund also may purchase index futures contracts and
purchase call options or write put options on such contracts to hedge against a
general market or market sector advance and thereby attempt to lessen the cost
of future securities acquisitions. Similarly, the Fund may use interest rate
futures contracts and options thereon to hedge the debt portion of its portfolio
against changes in the general level of interest rates.
 
INVESTMENT IN OTHER INVESTMENT COMPANIES OR VEHICLES. The Fund may be able to
invest in certain countries solely or primarily through governmentally
authorized investment vehicles or companies, some of which may be investment
vehicles or companies that are advised by the Sub-adviser or its affiliates
("Affiliated Funds"). Pursuant to the Investment Company Act of 1940, as amended
(the "1940 Act"), the Fund generally may invest up to 10% of its total assets in
the aggregate in shares of other investment companies and up to 5% of its total
assets in any one investment company, as long as each investment does not
represent more than 3% of the outstanding voting stock of the acquired
investment company at the time of investment.
 
   
Investment in other investment companies may involve the payment of substantial
premiums above the value of their portfolio securities and multiple layering of
fees and expenses and is subject to limitations under the 1940 Act and market
availability. The Fund does not intend to invest in other investment companies
unless, in the judgment of the Sub-adviser, the potential benefits of such
investment justify the payment of any applicable premium or sales charge. As a
shareholder in another investment company, the Fund would bear its ratable share
of that company's expenses, including its advisory and administration fees. At
the same time the Fund would continue to pay its own management fees and other
expenses. AIM and the Sub-adviser will waive their advisory fees to the extent
that the Fund invests in an Affiliated Fund.
    
 
PRIVATIZATIONS. The governments in some emerging markets have been engaged in
programs of selling part or all of their stakes in government owned or
controlled enterprises ("privatizations"). The Sub-adviser believes that
privatizations may offer opportunities for significant capital appreciation and
intends to invest assets of the Fund in privatizations in appropriate
circumstances. In certain emerging markets, the ability of foreign entities such
as the Fund to participate in privatizations may be limited by local law or the
terms on which the Fund may be permitted to participate may be less advantageous
than those afforded local investors. There can be no assurance that governments
in emerging markets will continue to sell companies currently owned or
controlled by them or that privatization programs will be successful.
 
WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES. The Fund may purchase debt
securities on a "when-issued" basis and may purchase or sell such securities on
a "forward commitment" basis in order to hedge against anticipated changes in
interest rates and prices. The price, which is generally expressed in yield
terms, is fixed at the time the commitment is made, but delivery and payment for
the securities take place at a later date. When-issued securities and forward
commitments may be sold prior to the settlement date, but the Fund will purchase
or sell when-issued securities and forward commitments only with the intention
of actually receiving or delivering the securities, as the case may be. No
income accrues on securities that have been purchased pursuant to a forward
commitment or on a when-issued basis prior to delivery to the Fund. If the Fund
disposes of the right to acquire a when-issued security prior to its acquisition
or disposes of its right to deliver or receive against a forward commitment, it
may incur a gain or loss. At the time the Fund enters into a transaction on a
when-issued or forward commitment basis, the Fund will segregate cash or liquid
securities equal to the value of the when-issued or forward commitment
securities with its custodian bank and will mark to market daily such
 
                               Prospectus Page 11
<PAGE>
                          AIM DEVELOPING MARKETS FUND
assets. There is a risk that the securities may not be delivered and that the
Fund may incur a loss.
 
LOAN PARTICIPATIONS AND ASSIGNMENTS. The Fund may invest in fixed and floating
rate loans ("Loans") arranged through private negotiations between a foreign
entity and one or more financial institutions ("Lenders"). The majority of the
Fund's investments in Loans in emerging markets is expected to be in the form of
participations in Loans ("Participations") and assignments of portions of Loans
from third parties ("Assignments"). Participations typically will result in the
Fund having a contractual relationship only with the Lender, not with the
borrower. The Fund will have the right to receive payments of principal,
interest and any fees to which it is entitled only from the Lender selling the
Participation and only upon receipt by the Lender of the payments from the
borrower. In connection with purchasing Participations, the Fund generally will
have no right to enforce compliance by the borrower with the terms of the loan
agreement relating to the loan, nor any rights of set-off against the borrower,
and the Fund may not directly benefit from any collateral supporting the Loan in
which it has purchased the Participation. As a result, the Fund will assume the
credit risk of both the borrower and the Lender that is selling the
Participation.
 
In the event of the insolvency of the Lender selling a Participation, the Fund
may be treated as a general creditor of the Lender and may not benefit from any
set-off between the Lender and the borrower. The Fund will acquire
Participations only if the Lender interpositioned between the Fund and the
borrower is determined by the Sub-adviser to be creditworthy. When the Fund
purchases Assignments from Lenders, the Fund will acquire direct rights against
the borrower on the Loan. However, because Assignments are arranged through
private negotiations between potential assignees and assignors, the rights and
obligations acquired by the Fund as the purchaser of an Assignment may differ
from, and be more limited than, those held by the assigning Lender.
 
ZERO COUPON SECURITIES. The Fund may invest in certain zero coupon securities
that are "stripped" U.S. Treasury notes and bonds. The Fund also may invest in
zero coupon and other deep discount securities issued by foreign governments and
domestic and foreign corporations, including certain Brady Bonds and other
foreign debt, and in payment-in-kind securities. Zero coupon securities pay no
interest to holders prior to maturity, and payment-in-kind securities pay
"interest" in the form of additional securities. However, a portion of the
original issue discount on zero coupon securities and the interest on
payment-in-kind securities will be included in the Fund's income. Accordingly,
for the Fund to continue to qualify for tax treatment as a regulated investment
company and to avoid a certain excise tax (see "Taxes" in the Statement of
Additional Information), it may be required to distribute an amount that is
greater than the total amount of cash it actually receives. These distributions
may be made from the Fund's cash assets or, if necessary, from the proceeds of
sales of portfolio securities. The Fund will not be able to purchase additional
income-producing securities with cash used to make such distributions, and its
current income ultimately may be reduced as a result. Zero coupon and
payment-in-kind securities usually trade at a deep discount from their face or
par value and will be subject to greater fluctuations of market value in
response to changing interest rates than debt obligations of comparable
maturities that make current distributions of interest in cash.
 
INDEXED COMMERCIAL PAPER. The Fund may invest without limitation in commercial
paper that is indexed to certain specific foreign currency exchange rates. The
terms of such commercial paper provide that its principal amount is adjusted
upwards or downwards (but not below zero) at maturity to reflect changes in the
exchange rate between two currencies while the obligation is outstanding. The
Fund will purchase such commercial paper with the currency in which it is
denominated and, at maturity, will receive interest and principal payments
thereon in that currency, but the amount of principal payable by the issuer at
maturity will change in proportion to the change (if any) in the exchange rate
between the two specified currencies between the date the instrument is issued
and the date the instrument matures. While such commercial paper entails the
risk of loss of principal, the potential for realizing gains as a result of
changes in foreign currency exchange rates enables the Fund to hedge against a
decline in the U.S. dollar value of investments denominated in foreign
currencies while seeking to provide an attractive money market rate of return.
The Fund will not purchase such commercial paper for speculation.
 
OTHER INDEXED SECURITIES. The Fund may invest in certain other indexed
securities, which are securities whose prices are indexed to the prices of other
securities, securities indices, currencies, precious metals or other commodities
or other
 
                               Prospectus Page 12
<PAGE>
                          AIM DEVELOPING MARKETS FUND
financial indicators. Indexed securities typically, but not always, are debt
securities or deposits whose value at maturity or coupon rate is determined by
reference to a specific instrument or statistic. The performance of indexed
securities depends to a great extent on the performance of the security,
currency or other instrument to which they are indexed and also may be
influenced by interest rate changes in the United States and abroad. At the same
time, indexed securities are subject to the credit risks associated with the
issuer of the security, and their values may decline substantially if the
issuer's creditworthiness deteriorates. Indexed securities may be more volatile
than the underlying instruments. New forms of indexed securities continue to be
developed. The Fund may invest in such securities to the extent consistent with
its investment objectives.
 
   
OTHER INFORMATION. The Fund's investment objectives may not be changed without
the approval of a majority of its outstanding voting securities. A "majority of
its outstanding voting securities" means the lesser of (i) 67% of the shares
represented at a meeting at which more than 50% of the outstanding shares are
represented, or (ii) more than 50% of the outstanding shares. In addition, the
Fund has adopted certain investment limitations that also may not be changed
without shareholder approval. A complete description of these limitations is
included in the Statement of Additional Information. Unless specifically noted,
the Fund's investment policies described in this Prospectus and in the Statement
of Additional Information may be changed by the Company's Board of Directors
without shareholder approval. The Fund's policies regarding lending, and the
percentage of Fund assets that may be committed to borrowing, are fundamental
policies and may not be changed without shareholder approval.
    
 
If a percentage restriction on investment or utilization of assets in an
investment policy or restriction is adhered to at the time an investment is
made, a later change in percentage ownership of a security or kind of securities
resulting from changing market values or a similar type of event will not be
considered a violation of the Fund's investment policies or restrictions.
 
The Fund is authorized to engage in Short Sales, although it currently has no
intention of doing so, and may purchase American Depository Receipts, American
Depository Shares, Global Depository Receipts and European Depository Receipts.
See "Short Sales" and "Depository Receipts," respectively, in the Investment
Objectives and Policies section of the Statement of Additional Information.
 
                               Prospectus Page 13
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
GENERAL. There is no assurance that the Fund will achieve its investment
objectives. Investing in the Fund entails a substantial degree of risk, and an
investment in the Fund should be considered speculative. Investors are strongly
advised to consider carefully the special risks involved in investing in
emerging markets, which are in addition to the usual risks of investing in
developed markets around the world.
 
   
The Fund's net asset value will fluctuate, reflecting fluctuations in the market
value of its portfolio positions and its net currency exposure. Equity
securities, particularly common stocks, generally represent the most junior
position in an issuer's capital structure and entitle holders to an interest in
the assets of an issuer, if any, remaining after all more senior claims have
been satisfied. The value of equity securities held by each Fund will fluctuate
in response to general market and economic developments, as well as developments
affecting the particular issuers of such securities.
    
 
   
In addition, the value of debt securities held by the Fund generally will
fluctuate with the perceived creditworthiness of the issuers of such securities
and interest rates.
    
 
NON-DIVERSIFIED CLASSIFICATION. The Fund is classified under the 1940 Act as a
"non-diversified" fund. As a result, the Fund will be able to invest in a
smaller number of issuers than if it was classified under the 1940 Act as a
"diversified" fund. To the extent that the Fund invests in a smaller number of
issuers, the net asset value of its shares may fluctuate more widely and it may
be subject to greater investment and credit risk with respect to its portfolio.
 
FOREIGN INVESTING. Investing in foreign securities entails certain risks. The
securities of non-U.S. issuers generally will not be registered with, nor the
issuers thereof be subject to, the reporting requirements of, the SEC.
Accordingly, there may be less publicly available information about foreign
securities and issuers than is available about domestic securities and issuers.
Foreign companies generally are not subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to domestic companies. In addition, certain costs attributable to
foreign investing, such as custody charges, are higher than those attributable
to domestic investing. Securities of some foreign companies are less liquid and
their prices may be more volatile than securities of comparable domestic
companies. The Fund's net investment income from foreign issuers may be subject
to non-U.S. withholding taxes, thereby reducing that income.
 
Investing in some foreign countries involves risks relating to potential
political and economic instability within such countries and the risks of
expropriation, nationalization, confiscation of assets and property or the
imposition of restrictions on foreign investment and on repatriation of capital
invested. In the event of such expropriation, nationalization or other
confiscation, the Fund could lose its entire investment in that market.
Moreover, individual foreign economies may differ favorably or unfavorably from
the U.S. economy in such respects as growth of gross national product, rate of
inflation, rate of savings and capital reinvestment, currency depreciation,
resource self-sufficiency and balance of payments positions. Investments in
foreign government securities involve special risks, including the risk that the
government issuers may be unable or unwilling to repay principal or interest
when due.
 
The Fund will also be affected favorably or unfavorably by exchange control
regulations or changes in the exchange rates between such currencies and the
U.S. dollar. Changes in currency exchange rates will affect the net asset value
of the Fund's shares and also may affect the value of dividends and interest
earned by the Fund and gains and losses realized by it.
 
INVESTING IN EMERGING MARKETS. Emerging markets generally are dependent heavily
upon international trade and, accordingly, have been and may continue to be
affected adversely by trade barriers, exchange controls, managed adjustments in
relative currency values and other protectionist measures imposed or negotiated
by the countries with which they trade. Inflation and rapid fluctuations in
inflation rates have had and may continue to have negative effects on the
economies
 
                               Prospectus Page 14
<PAGE>
                          AIM DEVELOPING MARKETS FUND
and securities markets of certain countries with emerging markets.
 
Disclosure and regulatory standards in many respects are less stringent than in
the United States and other major markets. There also may be a lower level of
monitoring and regulation of emerging markets and the activities of investors in
such markets, and enforcement of existing regulations has been extremely
limited.
 
In addition, brokerage commissions, custodial services and other costs relating
to investment in foreign markets generally are more expensive than in the United
States, particularly with respect to emerging markets. Such markets have
different settlement and clearance procedures. In certain markets there have
been times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions. The
inability of the Fund to make intended securities purchases due to settlement
problems could cause it to miss attractive investment opportunities. Inability
to dispose of a portfolio security caused by settlement problems could result
either in losses to the Fund due to subsequent declines in value of the
portfolio security or, if the Fund has entered into a contract to sell the
security, could result in possible liability to the purchaser.
 
   
The securities markets of emerging countries are substantially smaller, less
developed, less liquid and more volatile than the securities markets of the
developed countries. The risk also exists that an emergency situation may arise
in one or more emerging markets as a result of which trading of securities may
cease or may be substantially curtailed and prices for the Fund's portfolio
securities in such markets may not be readily available. Section 22(e) of the
1940 Act permits a registered investment company, such as the Fund, to suspend
redemption of its shares for any period during which an emergency exists, as
determined by the SEC. Accordingly, when the Fund believes that circumstances
dictate, it will promptly apply to the SEC for a determination that such an
emergency exists. During the period commencing with the Fund's identification of
such conditions until the date of any SEC action, the Fund's portfolio
securities in the affected markets will be valued at fair value determined in
good faith by or under the direction of the Company's Board of Directors.
    
 
RISKS ASSOCIATED WITH DEBT SECURITIES. The value of the debt securities held by
the Fund generally will vary inversely with market interest rates. If interest
rates in a market fall, the Fund's debt securities issued by governments or
companies in that market ordinarily will increase in value. If market interest
rates increase, however, the debt securities owned by the Fund in that market
will likely decrease in value.
 
RISKS ASSOCIATED WITH BELOW INVESTMENT GRADE DEBT SECURITIES. The Fund may
invest up to 50% of its total assets in debt securities rated below investment
grade. Such investments involve a high degree of risk.
 
Debt rated Baa by Moody's Investors Service, Inc. ("Moody's") is considered by
Moody's to have speculative characteristics. Debt rated BB, B, CCC, CC or C by
Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"), and
debt rated Ba, B, Caa, Ca or C by Moody's is regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligation. While such
lower quality debt will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major risk exposures to adverse
conditions. Debt rated C by Moody's or S&P is the lowest rated debt that is not
in default as to principal or interest, and issues so rated can be regarded as
having extremely poor prospects of ever attaining any real investment standing.
Lower quality debt securities are also generally considered to be subject to
greater risk than securities with higher ratings with regard to a deterioration
of general economic conditions. These foreign debt securities are the equivalent
of high yield, high risk bonds, commonly known as "junk bonds."
 
Ratings of debt securities represent the rating agency's opinion regarding their
quality and are not a guarantee of quality. Rating agencies attempt to evaluate
the safety of principal and interest payments and do not evaluate the risks of
fluctuations in market value. Also, rating agencies may fail to make timely
changes in credit ratings in response to subsequent events, so that an issuer's
current financial condition may be better or worse than a rating indicates.
 
The market values of lower quality debt securities tend to reflect individual
developments of the issuer to a greater extent than do higher quality
securities, which react primarily to fluctuations in the general level of
interest rates. In addition, lower quality debt securities tend to be more
sensitive to economic conditions and generally have more volatile prices than
higher quality securities.
 
                               Prospectus Page 15
<PAGE>
                          AIM DEVELOPING MARKETS FUND
Issuers of lower quality securities are often highly leveraged and may not have
available to them more traditional methods of financing. For example, during an
economic downturn or a sustained period of rising interest rates, highly
leveraged issuers of lower quality securities may experience financial stress.
During such periods, such issuers may not have sufficient revenues to meet their
interest payment obligations. The issuer's ability to service its debt
obligations may also be adversely affected by specific developments affecting
it, such as its inability to meet specific projected business forecasts or the
unavailability of additional financing. Similarly, certain emerging market
governments that issue lower quality debt securities are among the largest
debtors to commercial banks, foreign governments and supranational organizations
such as the World Bank and may not be able or willing to make principal and/or
interest repayments as they come due. The risk of loss due to default by the
issuer is significantly greater for the holders of lower quality securities
because such securities are generally unsecured and may be subordinated to the
claims of other creditors of the issuer.
 
Lower quality debt securities frequently have call or buy-back features that
would permit an issuer to call or repurchase the security from the Fund. In
addition, the Fund may have difficulty disposing of lower quality securities
because they may have a thin trading market. There may be no established retail
secondary market for many of these securities, and the Fund anticipates that
such securities could be sold only to a limited number of dealers or
institutional investors. The lack of a liquid secondary market also may have an
adverse impact on market prices of such instruments and may make it more
difficult for the Fund to obtain accurate market quotations for purposes of
valuing its portfolio. The Fund may also acquire lower quality debt securities
during an initial underwriting or that are sold without registration under
applicable securities laws. Such securities involve special considerations and
risks.
 
In addition to the foregoing, factors that could have an adverse effect on the
market value of lower quality debt securities in which the Fund may invest
include (1) potential adverse publicity, (2) heightened sensitivity to general
economic or political conditions and (3) the likely adverse impact of a major
economic recession.
 
The Fund may also incur additional expenses to the extent it is required to seek
recovery upon a default in the payment of principal or interest on its portfolio
holdings, and the Fund may have limited legal recourse in the event of a
default. Debt securities issued by governments in emerging markets can differ
from debt obligations issued by private entities in that remedies from defaults
generally must be pursued in the courts of the defaulting government, and legal
recourse is therefore somewhat diminished. Political conditions, in terms of a
government's willingness to meet the terms of its debt obligations, also are of
considerable significance. There can be no assurance that the holders of
commercial bank debt may not contest payments to the holders of debt securities
issued by governments in emerging markets in the event of default by the
governments under commercial bank loan agreements.
 
ILLIQUID SECURITIES. The Fund may invest up to 15% of its net assets in
securities for which no readily available market exists, so-called "illiquid
securities." Illiquid securities may be more difficult to value than liquid
securities, and the sale of illiquid securities generally will require more time
and result in higher brokerage charges or dealer discounts and other selling
expenses than the sale of liquid securities. Moreover, illiquid securities often
sell at a price lower than similar securities that are liquid.
 
CURRENCY RISK. Because the Fund may invest substantially in securities
denominated in currencies other than the U.S. dollar, and since the Fund may
hold foreign currencies, it will be affected favorably or unfavorably by
exchange control regulations or changes in the exchange rates between such
currencies and the U.S. dollar. Changes in currency exchange rates will affect
the net asset value of the Fund's shares and also may affect the value of
dividends and interest earned by the Fund and gains and losses realized by it.
Currencies generally are evaluated on the basis of fundamental economic criteria
(e.g., relative inflation and interest rate levels and trends, growth rate
forecasts, balance of payments status and economic policies) as well as
technical and political data. Exchange rates are determined by the forces of
supply and demand in the foreign exchange markets. These forces are affected by
the international balance of payments and other economic and financial
conditions, government intervention, speculation and other factors. If the
currency in which a security is denominated appreciates against the U.S. dollar,
the dollar value of the security will increase. Conversely, a decline in the
exchange
 
                               Prospectus Page 16
<PAGE>
                          AIM DEVELOPING MARKETS FUND
rate of the currency would adversely affect the value of the security expressed
in dollars.
 
Many of the currencies of emerging market countries have experienced steady
devaluations relative to the U.S. dollar, and major devaluations have
historically occurred in certain countries. Any devaluations in the currencies
in which the Fund's portfolio securities are denominated may have a detrimental
impact on the Fund.
 
Some countries also may have fixed currencies whose values against the U.S.
dollar are not independently determined. In addition, there is a risk that
certain countries may restrict the free conversion of their currencies into
other currencies. Further, certain currencies may not be internationally traded.
 
OPTIONS, FUTURES AND FOREIGN CURRENCY TRANSACTIONS. The Fund is authorized to
enter into options, futures and forward currency transactions. These
transactions involve certain risks, which include: (1) dependence on the
Sub-adviser's ability to predict movements in the prices of individual
securities, fluctuations in the general securities markets and movements in
interest rates and currency markets; (2) imperfect correlation, or even no
correlation, between movements in the price of forward contracts, options,
futures contracts or options thereon and movements in the price of the currency
or security hedged or used for cover; (3) the fact that skills and techniques
needed to trade options, futures contracts and options thereon or to use forward
currency contracts are different from those needed to select the securities in
which the Fund invests; (4) lack of assurance that a liquid secondary market
will exist for any particular option, futures contract or option thereon at any
particular time; (5) the possible loss of principal under certain conditions;
and (6) the possible inability of the Fund to purchase or sell a portfolio
security at a time when it would otherwise be favorable for it to do so, or the
possible need for the Fund to sell a security at a disadvantageous time, due to
the need for the Fund to maintain "cover" or to set aside securities in
connection with hedging transactions.
 
LOAN PARTICIPATIONS AND ASSIGNMENTS. The Fund may have difficulty disposing of
Assignments and Participations. The liquidity of such securities is limited, and
the Fund anticipates that such securities could be sold only to a limited number
of institutional investors. The lack of a liquid secondary market could have an
adverse impact on the value of such securities and on the Fund's ability to
dispose of particular Assignments or Participations when necessary to meet its
liquidity needs or in response to a specific economic event, such as a
deterioration in the creditworthiness of the borrower. The lack of a liquid
secondary market for Assignments and Participations also may make it more
difficult for the Fund to assign a value to those securities for purposes of
valuing its portfolio and calculating its net asset value.
 
SOVEREIGN DEBT. The Fund may invest in sovereign debt securities of emerging
market governments, including Brady Bonds. Investments in such securities
involve special risks. The issuer of the debt or the governmental authorities
that control the repayment of the debt may be unable or unwilling to repay
principal or interest when due in accordance with the terms of such debt.
Periods of economic uncertainty may result in the volatility of market prices of
sovereign debt obligations and in turn the Fund's net asset value, to a greater
extent than the volatility inherent in domestic fixed income securities.
 
A sovereign debtor's willingness or ability to repay principal and pay interest
in a timely manner may be affected by, among other factors, its cash flow
situation, the extent of its foreign reserves, the availability of sufficient
foreign exchange on the date a payment is due, the relative size of the debt
service burden to the economy as a whole, the sovereign debtor's policy toward
principal international lenders and the political constraints to which a
sovereign debtor may be subject. Emerging market governments could default on
their sovereign debt. Such sovereign debtors also may be dependent on expected
disbursements from foreign governments, multilateral agencies and other entities
abroad to reduce principal and interest arrearages on their debt. The commitment
on the part of these governments, agencies and others to make such disbursements
may be conditioned on a sovereign debtor's implementation of economic reforms
and/or economic performance and the timely service of such debtor's obligations.
Failure to implement such reforms, achieve such levels of economic performance
or repay principal or interest when due may result in the cancellation of such
third parties' commitments to lend funds to the sovereign debtor, which may
further impair such debtor's ability or willingness to timely service its debts.
 
The occurrence of political, social or diplomatic changes in one or more of the
countries issuing sovereign debt could adversely affect the Fund's investments.
Emerging markets are faced with social
 
                               Prospectus Page 17
<PAGE>
                          AIM DEVELOPING MARKETS FUND
and political issues, and some of them have experienced high rates of inflation
in recent years and have extensive internal debt. Among other effects, high
inflation and internal debt service requirements may adversely affect the cost
and availability of future domestic sovereign borrowing to finance governmental
programs and may have other adverse social, political and economic consequences.
Political changes or a deterioration of a country's domestic economy or balance
of trade may affect its willingness to service its sovereign debt. Although the
Sub-adviser intends to manage the Fund in a manner that will minimize the
exposure to such risks, there can be no assurance that adverse political changes
will not cause the Fund to suffer a loss of interest or principal on any of its
holdings.
 
In recent years, some of the emerging market countries in which the Fund expects
to invest have encountered difficulties in servicing their sovereign debt
obligations. Some of these countries have withheld payments of interest and/or
principal of sovereign debt. These difficulties have also led to agreements to
restructure external debt obligations -- in particular, commercial bank loans --
typically by rescheduling principal payments, reducing interest rates and
extending new credits to finance interest payments on existing debt. In the
future, holders of emerging market sovereign debt securities may be requested to
participate in similar rescheduling of such debt. Certain emerging market
countries are among the largest debtors to commercial banks and foreign
governments. Currently, Brazil, Mexico and Argentina are the largest debtors
among developing countries. At times certain emerging market countries have
declared moratoria on the payment of principal and interest on external debt;
such a moratorium is currently in effect in certain emerging market countries.
There is no bankruptcy proceeding by which a creditor may collect in whole or in
part sovereign debt on which an emerging market government has defaulted.
 
The ability of emerging market governments to make timely payments on their
sovereign debt securities is likely to be influenced strongly by a country's
balance of trade and its access to trade and other international credits. A
country whose exports are concentrated in a few commodities could be vulnerable
to a decline in the international prices of one or more of such commodities.
Increased protectionism on the part of a country's trading partners could also
adversely affect its exports. Such events could diminish a country's trade
account surplus, if any. To the extent that a country receives payment for its
exports in currencies other than hard currencies, its ability to make hard
currency payments could be affected.
 
As noted above, sovereign debt obligations issued by emerging market governments
generally are deemed to be the equivalent in terms of quality to securities
rated below investment grade by Moody's and S&P. Such securities are regarded as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligations and involve
major risk exposure to adverse conditions. Some of such securities, with respect
to which the issuer currently may not be paying interest or may be in payment
default, may be comparable to securities rated D by S&P or C by Moody's. The
Fund may have difficulty disposing of and valuing certain sovereign debt
obligations because there may be a limited trading market for such securities.
Because there is no liquid secondary market for many of these securities, the
Fund anticipates that such securities could be sold only to a limited number of
dealers or institutional investors.
 
                               Prospectus Page 18
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                                 HOW TO INVEST
 
- --------------------------------------------------------------------------------
 
GENERAL. Shares of the Fund may be purchased through Financial Institutions,
some of which may charge the investor a transaction fee. That fee will be in
addition to the sales charge payable by the investor, with respect to Class A
shares. Some of these Financial Institutions (or their designees) may be
authorized to accept purchase orders on behalf of the Fund. All purchase orders
will be executed at the public offering price next determined after the purchase
order is received, which includes any applicable sales charge for Class A
shares. Orders received by the Transfer Agent before the close of regular
trading on the NYSE (currently 4:00 p.m. Eastern Time, unless weather, equipment
failure or other factors contribute to an earlier closing time) on any Business
Day will be executed at the public offering price for the applicable class of
shares determined that day. Orders received by authorized institutions (or their
designees) before the close of regular trading on the NYSE on a Business Day
will be deemed to have been received by the Fund on such day and will be
effected that day, provided that such orders are transmitted to the Transfer
Agent prior to the time set for receipt of such orders. A "Business Day" is any
day Monday through Friday on which the NYSE is open for business. Financial
Institutions are responsible for forwarding the investor's order to the Transfer
Agent so that it will be received prior to the required time.
 
The minimum initial investment is $500 ($100 for IRAs and $25 for custodial
accounts under Section 403(b)(7) of the Internal Revenue Code of 1986, as
amended (the "Code"), and other tax-qualified employer-sponsored retirement
accounts, if made by such investors under a systematic investment plan providing
for monthly or quarterly payments of at least that amount). The minimum for
additional purchases is $100 ($25 for IRAs, Code Section 403(b)(7) custodial
accounts and other tax-qualified employer-sponsored retirement accounts, as
mentioned above). THE FUND AND AIM DISTRIBUTORS RESERVE THE RIGHT TO REJECT ANY
PURCHASE ORDER AND TO SUSPEND THE OFFERING OF SHARES FOR A PERIOD OF TIME. In
particular, the Fund and AIM Distributors may reject purchase orders or
exchanges by investors who appear to follow, in the Sub-adviser's judgment, a
market-timing strategy or otherwise engage in excessive trading. See "How to
Make Exchanges -- Limitations on Purchase Orders and Exchanges."
 
WHEN PLACING PURCHASE ORDERS, INVESTORS SHOULD SPECIFY WHETHER THE ORDER IS FOR
CLASS A OR CLASS B SHARES OF THE FUND. ALL PURCHASE ORDERS THAT FAIL TO SPECIFY
A CLASS WILL AUTOMATICALLY BE INVESTED IN CLASS A SHARES. AIM DISTRIBUTORS WILL
REJECT ANY ORDER FOR PURCHASE OF MORE THAN $250,000 FOR CLASS B SHARES.
 
PURCHASES THROUGH THE TRANSFER AGENT. After an initial investment is made and a
shareholder account is established through a Financial Institution, at the
investor's option, subsequent purchases may be made directly through the
Transfer Agent. See "Shareholder Account Manual." Investors may also make an
initial investment in the Fund and establish a shareholder account directly
through the Transfer Agent by completing and signing an Account Application
accompanying this Prospectus. Investors should mail to the Transfer Agent the
completed Application together with a check to cover the purchase in accordance
with the instructions provided in the Shareholder Account Manual. Purchases will
be executed at the public offering price next determined after the Transfer
Agent has received the Account Application and check. Subsequent investments do
not need to be accompanied by an application.
 
Investors also may purchase shares of the Fund by bank wire. Bank wire purchases
will be effected at the next determined public offering price after the bank
wire is received. A wire investment is considered received when the Transfer
Agent is notified that the bank wire has been credited to the Fund. The investor
is responsible for providing prior telephonic or facsimile notice to the
Transfer Agent that a bank wire is being sent. An investor's bank may charge a
service fee for wiring money to the Fund. The Transfer Agent currently does not
charge a service fee for facilitating wire purchases, but reserves the right to
do so in the future. Investors desiring to open an account by bank wire should
call the Transfer Agent at the appropriate toll-free number provided in the
Shareholder Account Manual to obtain an account number and detailed
instructions.
 
                               Prospectus Page 19
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
CERTIFICATES. Physical certificates representing the Fund's shares will not be
issued unless a written request is submitted to the Transfer Agent. Shares of
the Fund are recorded on a register by the Transfer Agent, and shareholders who
do not elect to receive certificates have the same rights of ownership as if
certificates had been issued to them. Redemptions and exchanges by shareholders
who hold certificates may take longer to effect than similar transactions
involving non-certificated shares because the physical delivery and processing
of properly executed certificates is required. ACCORDINGLY, THE FUND RECOMMENDS
THAT SHAREHOLDERS DO NOT REQUEST ISSUANCE OF CERTIFICATES.
 
   
DIFFERENCES BETWEEN THE CLASSES. The primary difference between the classes of
the Fund's shares offered through this Prospectus lies in their sales charge
structures and ongoing expenses, as summarized below. Class A and Class B shares
of the Fund represent interests in the same Fund and normally have the same
rights, except that each class bears the separate expenses of its 12b-1
distribution plan and has exclusive voting rights with respect to such plan,
each class can experience other minor expense differences and, in addition to
different sales charges, each class has a separate exchange privilege.
    
 
The decision as to which class of shares is more beneficial to an investor
depends on the amount invested, the intended length of time the investment is
held and the investor's personal situation. Large investments may qualify for a
reduced Class A sales charge. Investors in Class B shares have 100% of the
purchase invested immediately. Consult your financial adviser. Financial
Institutions may receive different levels of compensation for selling a
particular class of shares.
 
   
ADVISOR CLASS SHARES. Advisor Class shares are offered through a separate
prospectus to (a) trustees or other fiduciaries purchasing shares for employee
benefit plans that are sponsored by organizations that have at least 1,000
employees; (b) any account with assets of at least $10,000 if (i) a financial
planner, trust company, bank trust department or registered investment adviser
has investment discretion over the account and (ii) the account holder pays such
person as compensation for its advice and other services an annual fee of at
least .50% of the assets in the account; (c) any account with assets of at least
$10,000 if (i) the account is established under a "wrap fee" program and (ii)
the account holder pays the sponsor of the program an annual fee of at least
 .50% of the assets in the account; (d) accounts advised by INVESCO (NY), Inc. or
one of the companies formerly affiliated with Liechtenstein Global Trust AG,
provided such accounts were invested in Advisor Class shares of any of the
AIM/GT Funds on June 1, 1998; and (e) any of the companies composing or
affiliated with AMVESCAP PLC.
    
 
                           PURCHASING CLASS A SHARES
 
The Fund's public offering price for Class A shares is the next determined net
asset value per share (see "Calculation of Net Asset Value") plus a sales charge
determined in accordance with the following schedule:
 
<TABLE>
<CAPTION>
                                                          DEALER
                        INVESTOR'S SALES CHARGE         CONCESSION
                    --------------------------------  ---------------
                         AS A             AS A             AS A
                      PERCENTAGE       PERCENTAGE       PERCENTAGE
AMOUNT OF               OF THE           OF THE           OF THE
INVESTMENT              PUBLIC             NET            PUBLIC
IN SINGLE              OFFERING          AMOUNT          OFFERING
TRANSACTION              PRICE          INVESTED           PRICE
- ------------------  ---------------  ---------------  ---------------
<S>                 <C>              <C>              <C>
Less than
  $50,000.........           4.75%            4.99%           4.00%
$50,000 but less
  than $100,000...           4.00             4.17            3.25
$100,000 but less
  than $250,000...           3.75             3.90            3.00
$250,000 but less
  than $500,000...           2.50             2.56            2.00
$500,000 but less
  than
  $1,000,000......           2.00             2.04            1.60
</TABLE>
 
   
PURCHASES OF $1,000,000 OR MORE ARE AT NET ASSET VALUE, SUBJECT TO A CONTINGENT
DEFERRED SALES CHARGE OF 1% IF SHARES ARE REDEEMED PRIOR TO 18 MONTHS FROM THE
DATE SUCH SHARES WERE PURCHASED. AIM Distributors may pay a dealer concession
and/or advance a service fee on such transactions. Shares purchased prior to
June 1, 1998 without a sales charge based on the aggregate purchase amount equal
to at least $500,000 are subject to a contingent deferred sales charge for the
first year after their purchase equal to 1% of the lower of the original
purchase price or the net asset value of such shares at the time of redemption.
    
 
   
Reductions in the initial sales charges shown in the sales charge tables
(quantity discounts) apply to purchases of Class A shares of the AIM Funds that
are otherwise subject to an initial sales charge, provided that such purchases
are made by a "purchaser" as hereinafter defined. To receive a reduction in the
initial sales charge, at the time of
    
 
                               Prospectus Page 20
<PAGE>
                          AIM DEVELOPING MARKETS FUND
   
purchase, investors must give their Financial Institution, the Transfer Agent or
AIM Distributors sufficient information to permit confirmation of qualification.
Purchases of Class B shares of the AIM Funds will not be taken into account in
determining whether a purchase qualifies for a reduction in initial sales
charges for Class A shares.
    
 
The term "purchaser" means:
 
/ / an individual and his or her spouse and children, including any trust
    established exclusively for the benefit of any such person; or a pension,
    profit-sharing, or other benefit plan established exclusively for the
    benefit of any such person, such as an IRA, Roth IRA, a single-participant
    money- purchase/profit-sharing plan or an individual participant in a 403(b)
    Plan (unless such 403(b) plan qualifies as the purchaser as defined below);
 
/ / a 403(b) plan, the employer/sponsor of which is an organization described
    under Section 501(c)(3) of the Code, provided that:
 
  a. the employer/sponsor must submit contributions for all participating
     employees in a single contribution transmittal (i.e., the funds will not
     accept contributions submitted with respect to individual participants);
 
  b. each transmittal must be accompanied by a single check or wire transfer;
     and
 
  c. all new participants must be added to the 403(b) plan by submitting an
     application on behalf of each new participant with the contribution
     transmittal;
 
/ / a trustee or fiduciary purchasing for a single trust, estate or single
    fiduciary account (including a pension, profit-sharing or other employee
    benefit trust created pursuant to a plan qualified under Section 401 of the
    Code) and 457 plans, although more than one beneficiary or participant is
    involved;
 
   
/ / a Simplified Employee Pension ("SEP"), Salary Reduction and other Elective
    Simplified Employee Pension Account ("SARSEP"), a Savings Incentive Match
    Plan for Employees IRA ("SIMPLE IRA") where the employer has notified AIM
    Distributors in writing that all of its related employee SEP, SARSEP or
    SIMPLE IRA accounts should be linked;
    
 
/ / any other organized group of persons, whether incorporated or not, provided
    the organization has been in existence for at least six months and has some
    purpose other than the purchase at a discount of redeemable securities of a
    registered investment company; or
 
/ / the discretionary advised accounts of AIM or A I M Capital Management, Inc.
    ("AIM Capital").
 
   
SALES CHARGE WAIVERS -- CLASS A SHARES. The following persons may purchase Class
A shares of the Fund through AIM Distributors without payment of an initial
sales charge: (a) A I M Management Group Inc. ("AIM Management") and its
affiliated companies; (b) any current or retired officer, director, trustee or
employee, or any member of the immediate family (including spouse, children,
parents and parents of spouse) of any such person, of AIM Management or its
affiliates or of certain mutual funds which are advised or managed by AIM; or
any trust established exclusively for the benefit of such persons; (c) any
employee benefit plan established for employees of AIM Management or its
affiliates; (d) any current or retired officer, director, trustee or employee,
or any member of the immediate family (including spouse, children, parents and
parents of spouse) of any such person, or of CIGNA Corporation or of any of its
affiliated companies, or of First Data Investor Services Group; (e) any
investment company sponsored by CIGNA Investments, Inc. or any of its affiliated
companies for the benefit of its directors' deferred compensation plans; (f)
discretionary advised clients of AIM or AIM Capital; (g) registered
representatives and employees of dealers who have entered into agreements with
AIM Distributors (or financial institutions that have arrangements with such
dealers with respect to the sale of shares of the AIM Funds) and any member of
the immediate family (including spouse, children, parents and parents of spouse)
of any such person, provided that purchases at net asset value are permitted by
the policies of such person's employer; (h) certain broker-dealers, investment
advisers or bank trust departments that provide asset allocation, similar
specialized investment services or investment company transaction services for
their customers, that charge a minimum annual fee for such services, and that
have entered into an agreement with AIM Distributors with respect to their use
of the AIM Funds in connection with such services; (i) employees of Triformis
Inc.; (j) shareholders of any of the AIM/GT Funds as of April 30, 1987 who since
that date continually have owned shares of one or more of the AIM/GT Funds; (k)
certain former AMA Investment Advisers' shareholders who became shareholders of
the AIM Health Care Fund in October 1989, and who have
    
 
                               Prospectus Page 21
<PAGE>
                          AIM DEVELOPING MARKETS FUND
   
continuously held shares in the AIM/GT Funds since that time; and (l) former or
current Class A shareholders of The AIM Family of Funds, but only to the extent
that their purchase order is entered with an instruction to have all or a
portion of the proceeds from a concurrent redemption of Class A shares of The
AIM Family of Funds (on which a sales charge was paid) invested in Class A
shares of the Fund.
    
 
   
In addition, shares of any AIM/GT Fund may be purchased at net asset value,
without payment of a sales charge, by pension, profit-sharing or other employee
benefit plans created pursuant to a plan qualified under Section 401 of the Code
or plans under Section 457 of the Code, or employee benefit plans created
pursuant to Section 403(b) of the Code and sponsored by nonprofit organizations
defined under Section 501(c)(3) of the Code. Such plans will qualify for
purchases at net asset value provided that (1) the total amount invested in the
plan is at least $1,000,000, (2) the sponsor signs a $1,000,000 Letter of
Intent, (3) such shares are purchased by an employer-sponsored plan with at
least 100 eligible employees, or (4) all of the plan's transactions are executed
through a single financial institution or service organization who has entered
into an agreement with AIM Distributors with respect to their use of the AIM/GT
Funds in connection with such accounts. Section 403(b) plans sponsored by public
educational institutions will not be eligible for net asset value purchases
based on the aggregate investment made by the plan or the number of eligible
employees. Participants in such plans will be eligible for reduced sales charges
based solely on the aggregate value of their individual investments in the
applicable AIM/GT Fund. AIM Distributors may pay investment dealers or other
financial service firms for share purchases of the AIM/GT Funds sold at net
asset value to an employee benefit plan in accordance with this paragraph as
follows: 1% of the first $2 million of such purchases, plus 0.80% of the next $1
million of such purchases, plus 0.50% of the next $17 million of such purchases,
and plus 0.25% of amounts in excess of $20 million of such purchases.
    
 
   
AIM DISTRIBUTORS AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME (1) TO WITHDRAW
ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS; (2) TO REJECT ANY
PURCHASE OR EXCHANGE ORDER OR TO CANCEL ANY PURCHASE DUE TO NONPAYMENT OF THE
PURCHASE PRICE; (3) TO INCREASE, WAIVE OR LOWER THE MINIMUM INVESTMENT
REQUIREMENTS; OR (4) TO MODIFY ANY OF THE TERMS OR CONDITIONS OF PURCHASE OF
SHARES OF THE FUND. AIM Distributors and its agents will use their best efforts
to provide notice of any such actions through correspondence with broker-dealers
and existing shareholders, supplements to the AIM/GT Funds' prospectuses, or
other appropriate means, and will provide sixty (60) days' notice in the case of
termination or material modification to the exchange privilege discussed under
the caption "How to Make Exchanges."
    
 
   
REINSTATEMENT PRIVILEGE. Shareholders who redeem their Class A shares in the
Fund have a one-time privilege of reinstating their investment by investing the
proceeds of the redemption at net asset value without a sales charge in Class A
shares of the Fund and/or one or more of the other AIM/GT Funds. The Transfer
Agent must receive from the investor or the investor's broker/dealer within 180
days after the date of the redemption both a written request for reinvestment
and a check not exceeding the amount of the redemption proceeds. The
reinstatement purchase will be effected at the net asset value per share next
determined after such receipt. Gain on the redemption is taxable notwithstanding
exercise of the reinvestment privilege (although loss thereon might not be
deductible as a result of such exercise). See "Dividends, Other Distributions
and Federal Income Taxation."
    
 
REDUCED SALES CHARGE PLANS. Class A shares may be purchased at reduced sales
charges either through the Right of Accumulation or under a Letter of Intent.
Investors should contact their Financial Institution or the Transfer Agent for
more information.
 
   
RIGHT OF ACCUMULATION. Pursuant to the Right of Accumulation, investors are
permitted to purchase shares of the Fund at the sales charge applicable to the
total of (a) the dollar amount then being purchased plus (b) the dollar amount
of the investor's concurrent purchases of other AIM Funds (other than AIM Dollar
Fund, AIM Cash Reserve Shares of AIM Money Market Fund and AIM Tax-Exempt Cash
Fund) plus (c) the price of all shares of AIM Funds (other than shares of AIM
Dollar Fund, AIM Cash Reserve Shares of AIM Money Market Fund and AIM Tax-Exempt
Cash Fund) already held by the investor. To receive the Right of Accumulation,
at the time of purchase investors must give their Financial Institution, the
Transfer
    
 
                               Prospectus Page 22
<PAGE>
                          AIM DEVELOPING MARKETS FUND
   
Agent or AIM Distributors sufficient information to permit confirmation of
qualification. THE FOREGOING RIGHT OF ACCUMULATION APPLIES ONLY TO CLASS A
SHARES OF THE FUND AND OTHER AIM/GT FUNDS (OTHER THAN AIM DOLLAR FUND).
    
 
   
LETTER OF INTENT. In executing a Letter of Intent ("LOI") an investor indicates
an aggregate investment amount he or she intends to invest in the Class A shares
of the Fund and the Class A shares of other AIM Funds (other than AIM Dollar
Fund, AIM Cash Reserve Shares of AIM Money Market Fund and AIM Tax-Exempt Cash
Fund) in the following thirteen months. The LOI is included as part of the
Account Application located at the end of this Prospectus. The sales charge
applicable to that aggregate amount then becomes the applicable sales charge on
all purchases made concurrently with the execution of the LOI and in the
thirteen months following that execution. If an investor executes an LOI within
90 days of a prior purchase of AIM/GT Fund Class A shares (other than shares of
AIM Dollar Fund), the prior purchase may be included under the LOI and an
appropriate adjustment, if any, with respect to the sales charges paid by the
investor in connection with the prior purchase will be made, based on the
then-current net asset value(s) of the pertinent Fund(s). To receive a reduction
in the initial sales charge, at the time of purchase, investors must give their
Financial Institution, the Transfer Agent or AIM Distributors sufficient
information to permit confirmation of qualification.
    
 
If at the end of the thirteen month period covered by the LOI the total amount
of purchases does not equal the amount indicated, the investor will be required
to pay the difference between the sales charges paid at the reduced rate and the
sales charges applicable to the purchases actually made. Shares having a value
equal to 5% of the amount specified in the LOI will be held in escrow during the
thirteen month period (while remaining registered in the investor's name) and
are subject to redemption to assure any necessary payment to AIM Distributors of
a higher applicable sales charge.
 
   
Investors should be aware that the Fund may, in the future, suspend the offering
of its shares although not for previously established LOIs. If all ongoing sales
of the Fund shares are suspended, however, an LOI executed in connection with
the offering of the Fund's shares may continue to be completed by the purchase
of shares of one or more other AIM/GT Funds (other than AIM Dollar Fund).
    
 
   
For purposes of an LOI, any registered investment adviser, trust company or bank
trust department which exercises investment discretion and which intends within
thirteen months to invest $500,000 or more can be treated as a single purchaser,
provided further that such entity places all purchase and redemption orders.
Such entities should be prepared to establish their qualification for such
treatment. THE FOREGOING LOI APPLIES ONLY TO CLASS A SHARES OF THE FUND AND
OTHER AIM/GT FUNDS (OTHER THAN AIM DOLLAR FUND).
    
 
   
CONTINGENT DEFERRED SALES CHARGE. A CONTINGENT DEFERRED SALES CHARGE OF 1%
APPLIES TO PURCHASES OF CLASS A SHARES OF $1,000,000 OR MORE THAT ARE REDEEMED
WITHIN 18 MONTHS OF THE DATE OF PURCHASE. This charge will be 1% of the lesser
of the value of the shares redeemed (excluding reinvested dividends and capital
gain distributions) or the total original cost of such shares. In determining
whether a contingent deferred sales charge is payable, and the amount of any
such charge, shares not subject to the contingent deferred sales charge are
redeemed first (including shares purchased by reinvested dividends and capital
gains distributions and amounts representing increases from capital
appreciation), and then other shares are redeemed in the order of purchase. No
such charge will be imposed upon exchanges unless the shares acquired by
exchange are redeemed within 18 months of the date the shares were originally
purchased. For purposes of computing this 18 MONTH PERIOD, shares of any AIM/GT
Fund which were acquired through an exchange of shares which previously were
subject to the 1% contingent deferred sales charge will be credited with the
period of time such exchanged shares were held. The charge will be waived in the
following circumstances: (l) redemptions of shares by employee benefit plans
("Plans") qualified under Sections 401 or 457 of the Code, or Plans created
under Section 403(b) of the Code and sponsored by nonprofit organizations as
defined under Section 501(c)(3) of the Code, where shares are being redeemed in
connection with employee terminations or withdrawals, and (a) the total amount
invested in a Plan is at least $1,000,000, (b) the sponsor of a Plan signs a
letter of intent to invest at least $1,000,000 in one or more of the AIM Funds
or (c) the shares being redeemed were purchased by an employer-sponsored Plan
with at least 100 eligible employees; provided, however, that Plans created
under Section 403(b) of the Code which are sponsored by public educational
institutions shall qualify under (a), (b) or (c)
    
 
                               Prospectus Page 23
<PAGE>
                          AIM DEVELOPING MARKETS FUND
   
above on the basis of the value of each Plan participant's aggregate investment
in the AIM Funds and not on the aggregate investment made by the Plan or on the
number of eligible employees; (2) redemptions of shares following the death or
post-purchase disability, as defined in Section 72(m)(7) of the Code, of a
shareholder or a settlor of a living trust; (3) redemptions of shares purchased
at net asset value by private foundations or endowment funds where the initial
amount invested was at least $1,000,000; (4) redemptions of shares purchased by
an investor in amounts of $1,000,000 or more where such investor's dealer of
record, due to the nature of the investor's account, notifies AIM Distributors
prior to the time of investment that the dealer waives the payments otherwise
payable to the dealer by AIM Distributors; and (5) pursuant to a Systematic
Withdrawal Plan, provided that amounts withdrawn under such plan do not exceed
on an annual basis 12% of the value of the shareholder's investment in Class A
shares at the time the shareholder elects to participate in the Systematic
Withdrawal Plan. Shareholders who purchased $500,000 or more of Class A shares
prior to June 1, 1998 are entitled to certain waivers of the contingent deferred
sales charge on those shares as described in the Statement of Additional
Information under "Information Relating to Sales and Redemptions -- Sales Charge
Waivers for Shares Purchased Prior to June 1, 1998".
    
 
                           PURCHASING CLASS B SHARES
 
   
The Fund's public offering price for Class B shares is the next determined net
asset value per share. See "Calculation of Net Asset Value." No initial sales
charge is imposed. A contingent deferred sales charge, however, is imposed on
certain redemptions of Class B shares. Because Class B shares are sold without
an initial sales charge, the Fund receives the full amount of the investor's
purchase payment.
    
 
Class B shares may be redeemed on any business day at the net asset value per
share next determined following receipt of the redemption order, less the
applicable contingent deferred sales charge shown in the table below. No
deferred sales charge will be imposed (i) on redemptions of Class B shares
following six years from the date such shares were purchased, (ii) on Class B
shares acquired through reinvestments of dividends and distributions
attributable to Class B shares or (iii) on amounts that represent capital
appreciation in the shareholder's account above the purchase price of the Class
B shares.
 
<TABLE>
<CAPTION>
                              CONTINGENT DEFERRED SALES
                                CHARGE AS % OF DOLLAR
YEARS SINCE PURCHASE MADE     AMOUNT SUBJECT TO CHARGE
- ---------------------------  ---------------------------
<S>                          <C>
First......................              5%
Second.....................              4%
Third......................              3%
Fourth.....................              3%
Fifth......................              2%
Sixth......................              1%
Seventh and Following......             None
</TABLE>
 
In determining whether a contingent deferred sales charge is applicable, it will
be assumed that a redemption is made first, of any shares held in the
shareholder's account that are not subject to such charge; second, of shares
derived from reinvestment of dividends and distributions; third, of shares held
for more than six years from the date such shares were purchased; and fourth, of
shares held less than six years from the date such shares were purchased. The
applicable sales charge will be applied against the lesser of the current market
value of shares redeemed or their original cost.
 
For example, assume an investor purchased 100 shares at $10 per share for a cost
of $1,000. Subsequently, the shareholder acquired 15 additional shares through
dividend reinvestment. During the second year after the purchase the investor
decided to redeem $500 of his or her investment. Assuming at the time of the
redemption a net asset value of $11 per share, the value of the investor's
shares would be $1,265 (115 shares at $11 per share). The contingent deferred
sales charge would not be applied to the value of the reinvested dividend
shares. Therefore, the 15 shares currently valued at $165 would be redeemed
without a contingent deferred sales charge. The number of shares needed to fund
the remaining $335 of the redemption would equal 30.455. Using the lower of cost
or market price to determine the contingent deferred sales charge the original
purchase price of $10 per share would be used. The contingent deferred sales
charge calculation would therefore be 30.455 shares times $10 per share at a
contingent deferred sales charge rate of 4% (the applicable rate in the second
year after purchase) for a total contingent deferred sales charge of $12.18.
 
   
Class B shares that are acquired pursuant to the exchange privilege during a
tender offer by AIM Floating Rate Fund ("Floating Rate Fund") will be subject,
in lieu of the contingent deferred sales charge described above, to a contingent
deferred sales charge equivalent to the early withdrawal charge on the common
stock of the Floating
    
 
                               Prospectus Page 24
<PAGE>
                          AIM DEVELOPING MARKETS FUND
Rate Fund. The purchase of Class B shares will be deemed to have occurred at the
time of the initial purchase of the Floating Rate Fund's common stock.
 
For federal income tax purposes, the amount of the contingent deferred sales
charge will reduce the gain or increase the loss, as the case may be, realized
on a redemption. The amount of any contingent deferred sales charge will be
payable to AIM Distributors.
 
   
CONTINGENT DEFERRED SALES CHARGE WAIVERS. Contingent deferred sales charges on
Class B shares will be waived on redemptions (1) following the death or
post-purchase disability, as defined in Section 72(m)(7) of the Code, of a
shareholder or a settlor of a living trust (provided AIM Distributors is
notified of such death or post-purchase disability at the time of the redemption
request and is provided with satisfactory evidence of such death or
post-purchase disability), (2) in connection with certain distributions from
individual retirement accounts, custodial accounts maintained pursuant to Code
Section 403(b), deferred compensation plans qualified under Code Section 457 and
plans qualified under Code Section 401 (collectively, "Retirement Plans"), (3)
pursuant to a Systematic Withdrawal Plan, provided that amounts withdrawn under
such plan do not exceed on an annual basis 12% of the value of the shareholder's
investment in Class B shares at the time the shareholder elects to participate
in the Systematic Withdrawal Plan, (4) effected pursuant to the right of the
Fund to liquidate a shareholder's account if the aggregate net asset value of
shares held in the account is less than the designated minimum account size
described in this Prospectus and (5) effected by AIM of its investment in Class
B shares.
    
 
Waiver category (1) above applies only to redemptions of Class B shares held at
the time of death or initial determination of post-purchase disability. Waiver
category (2) above applies only to redemptions resulting from:
 
   
(i)  required minimum distributions to plan participants or beneficiaries who
    are age 70 1/2 or older, and only with respect to that portion of such
    distributions which does not exceed 12% annually of the participant's or
    beneficiary's account value in a particular AIM/GT Fund;
    
 
(ii) in-kind transfers of assets where the participant or beneficiary notifies
    AIM Distributors of such transfer no later than the time such transfer
    occurs;
 
   
(iii) tax-free rollovers or transfers of assets to another Retirement Plan
    invested in Class B shares of one or more AIM Funds;
    
 
(iv) tax-free returns of excess contributions or returns of excess deferral
    amounts; and
 
(v) distributions upon the death or disability (as defined in the Code) of the
    participant or beneficiary.
 
   
Shareholders who purchased Class B shares prior to June 1, 1998 are entitled to
certain waivers of the contingent deferred sales charge on those shares as
described in the Statement of Additional Information under "Information Relating
to Sales and Redemptions -- Sales Charge Waivers for Shares Purchased Prior to
June 1, 1998."
    
 
            PROGRAMS APPLICABLE TO CLASS A SHARES AND CLASS B SHARES
 
   
AUTOMATIC INVESTMENT PLAN. Investors may purchase either Class A or Class B
shares of the Fund through the Automatic Investment Plan. Under this Plan, an
amount specified by the shareholder of $100 or more ($25 or more for IRAs, Code
Section 403(b)(7) custodial accounts and other tax-qualified employer-sponsored
retirement accounts) on a monthly or quarterly basis will be sent to the
Transfer Agent from the investor's bank for investment in the Fund. Participants
in the Automatic Investment Plan should not elect to receive dividends or other
distributions from the Fund in cash. A sales charge will be applied to each
automatic monthly purchase of Class A shares in an amount determined in
accordance with the Right of Accumulation privilege described above. To
participate in the Automatic Investment Plan, investors should complete the
appropriate portion of the Supplemental Application provided at the end of this
Prospectus. Investors should contact their Financial Institution or AIM
Distributors for more information.
    
 
   
DOLLAR COST AVERAGING PROGRAM. Investors may purchase either Class A or Class B
shares of the Fund through the Dollar Cost Averaging Program whereby a
shareholder invests the same dollar amount each month; accordingly, the investor
purchases more shares when the Fund's net asset value is relatively low and
fewer shares when the Fund's net asset value is relatively high. This can result
in a lower average cost-per-share than if the shareholder followed a less
systematic approach. Dollar cost averaging does not assure a profit and does not
protect against loss in declining markets.
    
 
                               Prospectus Page 25
<PAGE>
                          AIM DEVELOPING MARKETS FUND
Because such a program involves continuous investment in securities regardless
of fluctuating price levels of such securities, investors should consider their
financial ability to continue purchases when prices are declining.
 
   
A participant in the Dollar Cost Averaging Program first designates the size of
his or her monthly investment in the Fund ("Monthly Investment") after
participation in the Program begins. The Monthly Investment must be at least
$1,000. The investor then will make an initial investment of at least $10,000 in
the AIM Dollar Fund. Thereafter, each month an amount equal to the specified
Monthly Investment automatically will be redeemed from the AIM Dollar Fund and
invested in Fund shares. A sales charge will be applied to each automatic
monthly purchase of Class A shares in an amount determined in accordance with
the Right of Accumulation privilege described above. Investors should contact
their Financial Institution or AIM Distributors for more information.
    
 
   
PORTFOLIO REBALANCING PROGRAM. The Portfolio Rebalancing Program ("Program")
permits eligible shareholders to establish and maintain an allocation across a
range of AIM/GT Funds. The Program automatically rebalances holdings of AIM/GT
Funds to the established allocation on a periodic basis. Under the Program, a
shareholder may predesignate, on a percentage basis, how the total value of his
or her holdings in a minimum of two, and a maximum of ten, AIM/GT Funds
("Personal Portfolio") is to be rebalanced on a monthly, quarterly, semiannual,
or annual basis.
    
 
   
Rebalancing under the Program will be effected through the exchange of shares of
one or more AIM/GT Funds in the shareholder's Personal Portfolio for shares of
the same class(es) of one or more other AIM/GT Funds in the shareholder's
Personal Portfolio. See "How to Make Exchange(s)." If shares of the AIM/GT Funds
in a shareholder's Personal Portfolio have appreciated during a rebalancing
period, the Program will result in shares of AIM/GT Fund(s) that have
appreciated most during the period being exchanged for shares of AIM/GT Fund(s)
that have appreciated least. SUCH EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A
SHAREHOLDER'S REALIZING A GAIN OR LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME
TAX PURPOSES. See "Dividends, Other Distributions and Federal Income Taxation."
Participation in the Program does not assure that a shareholder will profit from
purchases under the Program nor does it prevent or lessen losses in a declining
market.
    
 
   
The Program will automatically rebalance the shareholder's Personal Portfolio on
the 28th day of the last month of the period chosen (or the immediately
preceding business day if the 28th is not a business day), subject to any
limitations below. The Program will not execute an exchange if the variance in a
shareholder's Personal Portfolio for a particular AIM/GT Fund would be 2% or
less. In predesignating percentages, shareholders must use whole percentages and
totals must equal 100%. Shareholders participating in the Program may not
request issuance of physical certificates representing a Fund's shares. The
AIM/GT Funds and AIM Distributors reserve the right to modify, suspend, or
terminate the Program at any time on 60 days' prior written notice to
shareholders. A request to participate in the Program must be received in good
order at least five business days prior to the next rebalancing date. Once a
shareholder establishes the Program for his or her Personal Portfolio, a
shareholder cannot cancel or change which rebalancing frequency, which AIM/ GT
Funds or what allocation percentages are assigned to the Program, unless
canceled or changed in writing and received by the Transfer Agent in good order
at least five business days prior to the rebalancing date. Shareholders
participating in the Program may also participate in the Right of Accumulation,
Letter of Intent, and Dollar Cost Averaging programs. Certain Financial
Institutions may charge a fee for establishing accounts relating to the Program.
Investors should contact their Financial Adviser or AIM Distributors for more
information.
    
 
                               Prospectus Page 26
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
   
                             HOW TO MAKE EXCHANGES
    
 
- --------------------------------------------------------------------------------
 
   
Shares of the Fund may be exchanged for shares of the same class of any other
AIM/GT Fund, based on their respective net asset values without imposition of
any sales charges, provided that the registration remains identical. Exchange
requests received in good order by the Transfer Agent before the close of
regular trading on the NYSE on any Business Day will be processed at the net
asset value calculated on that day.
    
 
   
EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A SHAREHOLDER REALIZING A GAIN OR
LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME TAX PURPOSES. See "Dividends, Other
Distributions and Federal Income Taxation." In addition to the Fund, the AIM/GT
Funds include the following:
    
 
   
  - AIM AMERICA VALUE FUND
    
   
  - AIM DOLLAR FUND
    
   
  - AIM EMERGING MARKETS FUND
    
   
  - AIM EUROPE GROWTH FUND
    
   
  - AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
    
   
  - AIM GLOBAL FINANCIAL SERVICES FUND
    
   
  - AIM GLOBAL GOVERNMENT INCOME FUND
    
   
  - AIM GLOBAL GROWTH & INCOME FUND
    
   
  - AIM GLOBAL HEALTH CARE FUND
    
   
  - AIM GLOBAL HIGH INCOME FUND
    
   
  - AIM GLOBAL INFRASTRUCTURE FUND
    
   
  - AIM GLOBAL RESOURCES FUND
    
   
  - AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
  - AIM INTERNATIONAL GROWTH FUND
    
   
  - AIM JAPAN GROWTH FUND
    
   
  - AIM LATIN AMERICAN GROWTH FUND
    
   
  - AIM MID CAP GROWTH FUND
    
   
  - AIM NEW DIMENSION FUND
    
   
  - AIM NEW PACIFIC GROWTH FUND
    
   
  - AIM SMALL CAP EQUITY FUND
    
   
  - AIM STRATEGIC INCOME FUND
    
   
  - AIM WORLDWIDE GROWTH FUND
    
 
   
An investor interested in making an exchange should contact his or her Financial
Institution or the Transfer Agent to request the prospectus of the other mutual
fund(s) being considered. Certain Financial Institutions may charge a fee for
handling exchanges. The terms of the exchange offer may be modified at any time,
on 60 days' prior written notice.
    
 
   
EXCHANGES BY TELEPHONE. A shareholder may give exchange instructions to the
shareholder's Financial Institution or the Transfer Agent by telephone at the
appropriate toll-free number provided in the Shareholder Account Manual.
Exchange orders will be accepted by telephone provided that the exchange
involves only uncertificated shares on deposit in the shareholder's account or
for which certificates have previously been deposited. Shareholders
automatically have telephone privileges to authorize exchanges. The Fund, AIM
Distributors and the Transfer Agent will not be liable for any loss or damage
for acting in good faith upon instructions received by telephone and reasonably
believed to be genuine. The Fund employs reasonable procedures to confirm that
instructions communicated by telephone are genuine prior to acting upon
instructions received by telephone, including requiring some form of personal
identification, providing written confirmation of such transactions, and/or tape
recording of telephone instructions.
    
 
   
EXCHANGES BY MAIL. Exchange orders should be sent by mail to the shareholder's
Financial Institution or to the Transfer Agent at the address set forth in the
Shareholder Account Manual.
    
 
   
EXCHANGES WITH THE AIM FAMILY OF FUNDS. Currently no exchanges are permitted
between the Fund and funds of The AIM Family of Funds. However, it is
anticipated that such exchanges will be offered prior to October 1, 1998. In
addition, as of the date of this prospectus, Class A shares of the Fund may be
redeemed and the proceeds invested without imposition of a front end sales
charge in Class A shares of funds of The AIM Family of Funds upon receipt of the
redemption proceeds by the transfer agent of The AIM Family of Funds.
    
 
                               Prospectus Page 27
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
   
The AIM Family of Funds includes the following funds:
    
 
   
  - AIM ADVISOR FLEX FUND
    
   
  - AIM ADVISOR INTERNATIONAL VALUE FUND
    
   
  - AIM ADVISOR LARGE CAP VALUE FUND
    
   
  - AIM ADVISOR MULTIFLEX FUND
    
   
  - AIM ADVISOR REAL ESTATE FUND
    
   
  - AIM ASIAN GROWTH FUND
    
   
  - AIM BALANCED FUND
    
   
  - AIM BLUE CHIP FUND
    
   
  - AIM CAPITAL DEVELOPMENT FUND
    
   
  - AIM CHARTER FUND
    
   
  - AIM CONSTELLATION FUND
    
   
  - AIM EUROPEAN DEVELOPMENT FUND
    
   
  - AIM GLOBAL AGGRESSIVE GROWTH FUND
    
   
  - AIM GLOBAL GROWTH FUND
    
   
  - AIM GLOBAL INCOME FUND
    
   
  - AIM GLOBAL UTILITIES FUND
    
   
  - AIM HIGH INCOME MUNICIPAL FUND
    
   
  - AIM HIGH YIELD FUND
    
   
  - AIM INCOME FUND
    
   
  - AIM INTERMEDIATE GOVERNMENT FUND
    
   
  - AIM INTERNATIONAL EQUITY FUND
    
   
  - AIM LIMITED MATURITY TREASURY FUND
    
   
  - AIM MONEY MARKET FUND
    
   
  - AIM MUNICIPAL BOND FUND
    
   
  - AIM SELECT GROWTH FUND
    
   
  - AIM TAX-EXEMPT BOND FUND OF CONNECTICUT
    
   
  - AIM TAX-EXEMPT CASH FUND
    
   
  - AIM TAX-FREE INTERMEDIATE FUND
    
   
  - AIM VALUE FUND
    
   
  - AIM WEINGARTEN FUND
    
 
   
An investor interested in making a net asset value purchase of The AIM Family of
Funds should contact his or her Financial Institution or the Transfer Agent to
request the prospectus of the other mutual fund(s) being considered. Certain
Financial Institutions may charge a fee for handling net asset value purchases.
    
 
   
LIMITATIONS ON PURCHASE ORDERS AND EXCHANGES. The AIM/GT Funds are not intended
to serve as vehicles for frequent trading in response to short-term fluctuations
in the market. Due to the disruptive effect that market-timing investment
strategies and excessive trading can have on efficient portfolio management,
each AIM/GT Fund and AIM Distributors reserve the right to refuse purchase
orders and exchanges by any person or group, if, in the Sub-adviser's judgment,
such person or group was following a market-timing strategy or was otherwise
engaging in excessive trading.
    
 
   
In addition, each AIM/GT Fund and AIM Distributors reserve the right to refuse
purchase orders and exchanges by any person or group if, in the Sub-adviser's
judgment, the Fund would not be able to invest the money effectively in
accordance with that Fund's investment objective and policies or would otherwise
potentially be adversely affected. Although an AIM/GT Fund will attempt to give
investors prior notice whenever it is reasonably able to do so, it may impose
the above restrictions at any time.
    
 
   
Finally, as described above, each AIM/GT Fund and AIM Distributors reserve the
right to reject any purchase order.
    
 
                               Prospectus Page 28
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                              HOW TO REDEEM SHARES
 
- --------------------------------------------------------------------------------
 
Fund shares may be redeemed at their net asset value (subject to any applicable
contingent deferred sales charge for Class B shares or, in limited
circumstances, Class A shares), and redemption proceeds will be sent within
seven days of the execution of a redemption request. If a redeeming shareholder
owns more than one class of shares, the shareholder must specify the class of
shares to be redeemed.
 
REDEMPTIONS THROUGH FINANCIAL INSTITUTIONS. Shareholders with accounts at
Financial Institutions which sell shares of the Fund may submit redemption
requests to such Financial Institutions. If the shares are held in the name of
the Financial Institution, the redemption must be made through the Financial
Institution. Financial Institutions may honor a redemption request either by
repurchasing shares from a redeeming shareholder at the net asset value next
determined after the Financial Institution receives the request or, as described
below, by forwarding such requests to the Transfer Agent (see "How to Redeem
Shares -- Redemptions Through the Transfer Agent"). Redemption proceeds normally
will be paid by check or, if offered by the Financial Institution, credited to
the shareholder's account at the Financial Institution at the election of the
shareholder. Financial Institutions may impose a service charge for handling
redemption transactions placed through them and may have other requirements
concerning redemptions. Accordingly, shareholders should contact their Financial
Institution for more details.
 
REDEMPTIONS THROUGH THE TRANSFER AGENT. Redemption requests may be transmitted
to the Transfer Agent by telephone or by mail, in accordance with the
instructions provided in the Shareholder Account Manual. Redemptions will be
effected at the net asset value (less any applicable contingent deferred sales
charge for Class B shares or, in limited circumstances, Class A shares) next
determined after the Transfer Agent has received the request or after an
Authorized Institution has received the request, provided that the request is
transmitted to the Transfer Agent prior to the time set for receipt of such
redemption requests. Redemptions will only be effected if the request is
received in good order and accompanied by any required supporting documentation.
Redemption requests will not require a signature guarantee if the redemption
proceeds are to be sent either: (i) to the redeeming shareholder at the
shareholder's address of record as maintained by the Transfer Agent, provided
the shareholder's address of record has not been changed within the preceding
fifteen days; or (ii) directly to a pre-designated bank, savings and loan or
credit union account ("Pre-Designated Account"). ALL OTHER REDEMPTION REQUESTS
MUST BE ACCOMPANIED BY A SIGNATURE GUARANTEE OF THE REDEEMING SHAREHOLDER'S
SIGNATURE. A signature guarantee can be obtained from any bank, U.S. trust
company, a member firm of a U.S. stock exchange or a foreign branch of any of
the foregoing or other eligible guarantor institution. A notary public is not an
acceptable guarantor. A shareholder with questions concerning the Fund's
signature guarantee requirement should contact the Transfer Agent.
 
Shareholders may qualify to have redemption proceeds sent to a Pre-Designated
Account by completing the appropriate section of the Account Application at the
end of this Prospectus. Shareholders with Pre-Designated Accounts should request
that redemption proceeds be sent either by bank wire or by check. The minimum
redemption amount for a bank wire is $500. Shareholders requesting a bank wire
should allow two business days from the time the redemption request is effected
for the proceeds to be deposited in the shareholder's Pre-Designated Account.
See "How to Redeem Shares -- Other Important Redemption Information."
Shareholders may change their Pre-Designated Accounts only by a letter of
instruction to the Transfer Agent containing all account signatures, each of
which must be guaranteed. The Transfer Agent currently does not charge a bank
wire service fee for each wire redemption sent but reserves the right to do so
in the future. The shareholder's bank may charge a bank wire service fee.
 
REDEMPTIONS BY TELEPHONE. Redemption requests may be made by telephone by
calling the Transfer Agent at the appropriate toll-free number provided in the
Shareholder Account Manual. Shareholders who hold certificates for shares may
not redeem by telephone. REDEMPTION REQUESTS MAY NOT BE MADE BY TELEPHONE FOR
FIFTEEN DAYS
 
                               Prospectus Page 29
<PAGE>
                          AIM DEVELOPING MARKETS FUND
FOLLOWING ANY CHANGE OF THE SHAREHOLDER'S ADDRESS OF RECORD.
 
Shareholders automatically have telephone privileges to authorize redemptions.
The Fund, AIM Distributors and the Transfer Agent will not be liable for any
loss or damage for acting in good faith upon instructions received by telephone
and reasonably believed to be genuine. The Fund employs reasonable procedures to
confirm that
instructions communicated by telephone are genuine prior to acting upon
instructions received by telephone, including requiring some form of personal
identification providing written confirmation of such transactions, and/or tape
recording of telephone instructions.
 
REDEMPTIONS BY MAIL. Redemption requests should be mailed directly to the
Transfer Agent at the appropriate address provided in the Shareholder Account
Manual. As discussed above, requests for payment of redemption proceeds to a
party other than the shareholder of record and/or requests that redemption
proceeds be mailed to an address other than the shareholder's address of record
require a signature guarantee. In addition, if the shareholder's address of
record has been changed within the preceding fifteen days, a signature guarantee
is required. Redemptions of shares for which certificates have been issued must
be accompanied by properly endorsed share certificates.
 
   
SYSTEMATIC WITHDRAWAL PLAN. Shareholders owning shares in the Fund with a value
of $10,000 or more may participate in the Systematic Withdrawal Plan. A
participating shareholder will receive proceeds from monthly, quarterly or
annual redemptions of Fund shares with respect to either Class A or Class B
shares. No contingent deferred sales charge will be imposed on redemptions made
under the Systematic Withdrawal Plan. The minimum withdrawal amount is $100. The
amount or percentage a participating shareholder specifies to be redeemed may
not, on an annualized basis, exceed 12% of the value of the account, as of the
time the shareholder elects to participate in the Systematic Withdrawal Plan. To
participate in the Systematic Withdrawal Plan, investors should complete the
appropriate portion of the Supplemental Application provided at the end of this
Prospectus. Investors should contact their Financial Institution or the Transfer
Agent for more information. With respect to Class A shares, participation in the
Systematic Withdrawal Plan concurrent with purchases of Class A shares of the
Fund may be disadvantageous to investors because of the sales charges involved
and possible tax implications, and therefore is discouraged. In addition,
shareholders who participate in the Systematic Withdrawal Plan should not elect
to reinvest dividends or other distributions in additional Fund shares.
Systematic withdrawal plans offered by Financial Institutions may have different
features. Accordingly, shareholders should contact their Financial Institution
for more details.
    
 
OTHER IMPORTANT REDEMPTION INFORMATION. A request for redemption will not be
processed until all of the necessary documentation has been received in good
order. A shareholder in doubt as to what documents are required should contact
his or her Financial Institution or the Transfer Agent.
 
Except in extraordinary circumstances and as permitted under the Investment
Company Act of 1940 ("1940 Act"), payment for shares redeemed by telephone or in
writing will be made promptly after receipt of a redemption request, if in good
order, but not later than seven days after the date the request is executed.
Requests for redemption which are subject to any special conditions or which
specify a future or past effective date cannot be accepted.
 
If the Transfer Agent is requested to redeem shares for which the Fund has not
yet received good payment, the Fund may delay payment of redemption proceeds
until the Transfer Agent has assured itself that good payment has been collected
for the purchase of the shares. In the case of purchases by check it can take up
to 10 business days to confirm that the check has cleared and good payment has
been received. Redemption proceeds will not be delayed when shares have been
paid for by wire or when the investor's account holds a sufficient number of
shares for which funds already have been collected.
 
The Fund may redeem the shares of any shareholder whose account is reduced to
less than $500 in value through redemptions or other action by the shareholder.
Written notice will be given to the shareholder at least 60 days prior to the
date fixed for such redemption, during which time the shareholder may increase
his or her holdings to an aggregate amount of $500 or more (with a minimum
purchase of $100).
 
                               Prospectus Page 30
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                           SHAREHOLDER ACCOUNT MANUAL
 
- --------------------------------------------------------------------------------
 
   
Shareholders are encouraged to place purchase, exchange and redemption orders
through their Financial Institutions. Shareholders also may place such orders
directly in accordance with this Manual. See "How to Invest," "How to Make
Exchanges," "How to Redeem Shares" and "Dividends, Other Distributions and
Federal Income Taxation" for more information.
    
 
The Fund's Transfer Agent is GT GLOBAL INVESTOR SERVICES, INC.
 
INVESTMENTS BY MAIL
 
Send completed Account Application (if initial purchase) or letter stating Fund
name, class of shares, shareholder's registered name and account number (if
subsequent purchase) with a check to:
 
   
    AIM/GT Funds
    P.O. Box 7345
    San Francisco, CA 94120-7345
    
 
INVESTMENTS BY BANK WIRE
 
An investor opening a new account should call 1-800-223-2138 to obtain an
account number. WITHIN SEVEN DAYS OF PURCHASE A COMPLETED ACCOUNT APPLICATION
CONTAINING THE INVESTOR'S CERTIFIED TAXPAYER IDENTIFICATION NUMBER MUST BE SENT
TO THE ADDRESS PROVIDED ABOVE UNDER "INVESTMENTS BY MAIL." Wire instructions
must state Fund name, class of shares, shareholder's registered name and account
number. Bank wires should be sent through the Federal Reserve Bank Wire System
to:
 
    WELLS FARGO BANK N.A.
    ABA 121000248
    Attn: GT GLOBAL
         Account No. 4023-050701
 
EXCHANGES BY TELEPHONE
 
Call the Transfer Agent at 1-800-223-2138.
 
EXCHANGES BY MAIL
 
   
Send complete instructions, including name of Fund exchanging from, class of
shares, amount of exchange, name of the AIM/GT Fund exchanging into,
shareholder's registered name and account number, to:
    
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
REDEMPTIONS BY TELEPHONE
 
Call the Transfer Agent at 1-800-223-2138.
 
REDEMPTIONS BY MAIL
 
Send complete instructions, including name of Fund, class of shares, amount of
redemption, shareholder's registered name and account number, to:
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
OVERNIGHT MAIL
 
Overnight mail services do not deliver to post office boxes. To send purchase,
exchange or redemption orders by overnight mail, follow the above instructions
but send to the following:
 
    GT Global Investor Services, Inc.
    California Plaza
    2121 N. California Boulevard
    Suite 450
    Walnut Creek, CA 94596
 
ADDITIONAL QUESTIONS
 
Shareholders with additional questions regarding purchase, exchange and
redemption procedures may call the Transfer Agent at 1-800-223-2138.
 
                               Prospectus Page 31
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                         CALCULATION OF NET ASSET VALUE
 
- --------------------------------------------------------------------------------
 
The Fund calculates its net asset value as of the close of regular trading on
the NYSE (currently 4:00 p.m. Eastern Time, unless weather, equipment failure or
other factors contribute to an earlier closing time) each Business Day. The
Fund's net asset value per share is computed by determining the value of its
total assets (the securities it holds plus any cash or other assets, including
dividends and interest accrued but not yet received), subtracting all of its
liabilities (including accrued expenses), and dividing the result by the total
number of shares outstanding. Net asset value is determined separately for each
class of the Fund's shares.
 
Equity securities are valued at the last sale price on the exchange or in the
over-the-counter market in which the securities are primarily 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. Long-term obligations are valued at the
mean of representative quoted bid and asked prices for the securities or, if
such prices are not available, at prices for securities of comparable maturity,
quality and type; however, when the Sub-adviser deems it appropriate, prices
obtained from a bond pricing service will be used. Short-term debt investments
are amortized to maturity based on their cost, adjusted for foreign exchange
translation and market fluctuations, provided such valuations represent fair
value. When market quotations for futures and options positions held by the Fund
are readily available, those positions are valued based upon such quotations.
 
   
Securities and other assets for which market quotations are not readily
available are valued at fair value determined in good faith by or under the
direction of the Company's Board of Directors. Securities and other assets
quoted in foreign currencies are valued in U.S. dollars based on the prevailing
exchange rates on that day.
    
 
The Fund's portfolio securities, from time to time, may be listed primarily on
foreign exchanges or over-the-counter dealer markets that trade on days when the
NYSE is closed (such as a Saturday). As a result, the net asset value of the
Fund may be significantly affected by such trading on days when shareholders
cannot purchase or redeem shares of the Fund.
   
The different service and distribution fees borne by each class of shares will
result in different net asset values. The net asset value of the Class B shares
generally will be lower than that of the Class A shares because of the higher
service and distribution fees borne by the Class B shares. The net asset value
of the Advisor Class shares of the Fund generally will be higher than that of
the Class A and Class B shares because of the absence of any service and
distribution fees applicable to the Advisor Class shares. It is expected,
however, that the net asset value per share of Class A and Class B shares will
tend to converge immediately after the payment of dividends, which will differ
by approximately the amount of the service and distribution fee accrual
differential between the classes.
    
 
                               Prospectus Page 32
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                         DIVIDENDS, OTHER DISTRIBUTIONS
                          AND FEDERAL INCOME TAXATION
 
- --------------------------------------------------------------------------------
 
DIVIDENDS AND OTHER DISTRIBUTIONS. The Fund annually declares and pays as a
dividend all of its net investment income, if any, which includes dividends,
accrued interest and earned discount (including both original issue and market
discounts) less applicable expenses. The Fund also annually distributes
substantially all of its realized net capital gains and net gains from foreign
currency transactions, if any. The Fund may make an additional dividend or other
distribution each year if necessary to avoid a 4% excise tax on certain
undistributed income and gain.
 
Dividends and other distributions paid by the Fund with respect to all classes
of its shares are calculated in the same manner and at the same time. The per
share income dividends on Class B shares will be lower than the per share income
dividends on Class A shares as a result of the higher service and distribution
fees applicable to Class B shares; and the per share income dividends on both
such classes of shares will be lower than the per share income dividends on the
Advisor Class shares as a result of the absence of any service and distribution
fees applicable to Advisor Class shares. SHAREHOLDERS MAY ELECT:
 
   
/ / to have all dividends and other distributions automatically reinvested in
    additional Fund shares of the distributing class (or in shares of the
    corresponding class of other AIM/GT Funds); or
    
 
   
/ / to receive dividends in cash and have other distributions automatically
    reinvested in additional Fund shares of the distributing class (or in shares
    of the corresponding class of other AIM/GT Funds); or
    
 
   
/ / to receive other distributions in cash and have dividends automatically
    reinvested in additional Fund shares of the distributing class (or in shares
    of the corresponding class of other AIM/GT Funds); or
    
 
/ / to receive dividends and other distributions in cash.
 
   
Automatic reinvestments in additional shares are made at net asset value without
imposition of a sales charge. IF NO ELECTION IS MADE BY A SHAREHOLDER, ALL
DIVIDENDS AND OTHER DISTRIBUTIONS WILL BE AUTOMATICALLY REINVESTED IN ADDITIONAL
FUND SHARES OF THE DISTRIBUTING CLASS. Reinvestments in another AIM/GT Fund may
only be directed to an account with the identical shareholder registration and
account number. These elections may be changed by a shareholder at any time; to
be effective with respect to a distribution, the shareholder or the
shareholder's broker must contact the Transfer Agent by mail or telephone at
least 15 Business Days prior to the payment date. THE FEDERAL INCOME TAX
CONSEQUENCES OF DIVIDENDS AND OTHER DISTRIBUTIONS ARE THE SAME WHETHER THEY ARE
RECEIVED IN CASH OR REINVESTED IN ADDITIONAL SHARES.
    
 
Any dividend or other distribution paid by the Fund has the effect of reducing
the net asset value per share on the ex-distribution date by the amount thereof.
Therefore, a dividend or other distribution paid shortly after a purchase of
shares would represent, in substance, a return of capital to the shareholder (to
the extent the distribution is paid on the shares so purchased), even though
subject to income tax, as discussed below.
 
TAXES. The Fund intends to continue to qualify for treatment as a regulated
investment company under the Code. In each taxable year that the Fund so
qualifies, the Fund (but not its shareholders) will be relieved of federal
income tax on that part of its investment company taxable income (consisting
generally of net investment income, net gains from certain foreign currency
transactions and net short-term capital gain) and net capital gain (i.e., the
excess of net long-term capital gain over net short-term capital loss) that it
distributes to its shareholders.
 
Dividends from the Fund's investment company taxable income (whether paid in
cash or reinvested in additional shares) are taxable to its shareholders as
ordinary income to the extent of its earnings and profits. Distributions of the
Fund's net capital gain, when designated as such, are taxable to its
shareholders as long-term capital gains, regardless of how long they have held
their Fund shares and whether paid in cash or reinvested in additional shares.
 
Under the Taxpayer Relief Act of 1997, different maximum tax rates apply to a
noncorporate
 
                               Prospectus Page 33
<PAGE>
                          AIM DEVELOPING MARKETS FUND
   
taxpayer's net capital gain depending on the taxpayer's holding period and
marginal rate of federal income tax -- generally, 28% for gain recognized on
securities held for more than one year but not more than 18 months and 20% (10%
for taxpayers in the 15% marginal tax bracket) for gain recognized on securities
held for more than 18 months. The Fund may divide each net capital gain
distribution into a 28% rate gain distribution and a 20% rate gain distribution
(in accordance with the Fund's holding periods for the securities it sold that
generated the distributed gain), in which event its shareholders must treat
those portions accordingly.
    
 
The Fund provides federal tax information to its shareholders annually,
including information about dividends and capital gain distributions paid during
the preceding year and, under certain circumstances, the shareholders'
respective shares of any foreign taxes paid (directly or indirectly) by the
Fund, in which event each shareholder would be required to include in his or her
gross income his or her pro rata share of those taxes but might be entitled to
claim a credit or deduction for them. The information regarding capital gain
distributions designates the portions thereof subject to the different maximum
rates of tax applicable to noncorporate taxpayers' net capital gain indicated
above.
 
   
The Fund must withhold 31% from dividends, capital gain distributions and
redemption proceeds payable to any individuals and certain other noncorporate
shareholders who have not furnished to the Fund a correct taxpayer
identification number or a properly completed claim for exemption on Form W-8 or
W-9. Withholding at that rate also is required from dividends and capital gain
distributions payable to such shareholders who otherwise are subject to backup
withholding. Fund accounts opened via a bank wire purchase (see "How to Invest
- -- Purchases Through the Transfer Agent") are considered to have uncertified
taxpayer identification numbers unless a completed Form W-8 or W-9 or Account
Application is received by the Transfer Agent within seven days after the
purchase. A shareholder should contact the Transfer Agent if the shareholder is
uncertain whether a proper taxpayer identification number is on file with the
Fund.
    
 
   
A redemption of Fund shares may result in taxable gain or loss to the redeeming
shareholder, depending upon whether the redemption proceeds are more or less
than the shareholder's adjusted basis for the redeemed shares (which normally
includes any initial sales charge paid on Class A shares). An exchange of Fund
shares for shares of another mutual fund generally will have similar tax
consequences. However, special tax rules apply when a shareholder (1) disposes
of Class A shares through a redemption or exchange within 90 days after purchase
and (2) subsequently acquires Class A shares of the Fund or of any other mutual
fund on which an initial sales charge normally is imposed without paying that
sales charge due to the reinstatement privilege or exchange privilege. In these
cases, any gain on the disposition of the original Class A shares will be
increased, or loss decreased, by the amount of the sales charge paid when those
shares were acquired, and that amount will increase the adjusted basis of the
shares subsequently acquired. In addition, if Fund shares are purchased within
30 days before or after redeeming other Fund shares (regardless of class) at a
loss, all or a part of the loss will not be deductible and instead will increase
the basis of the newly purchased shares.
    
 
The foregoing is only a summary of some of the important federal tax
considerations generally affecting the Fund and its shareholders. See "Taxes" in
the Statement of Additional Information for a further discussion. There may be
other federal, state, local or foreign tax considerations applicable to a
particular investor. Prospective investors therefore are urged to consult their
tax advisers.
 
                               Prospectus Page 34
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
   
The Company's Board of Directors has overall responsibility for the operation of
the Fund. The Company's Board of Directors has approved all significant
agreements between the Company on the one side and persons or companies
furnishing services to the Fund on the other, including the investment advisory
and administrative services agreement with AIM, the investment sub-advisory and
sub-administration agreement with the Sub-adviser, the agreements with AIM
Distributors regarding distribution of the Fund's shares, the custody agreement
with State Street Bank and Trust Company and the transfer agency agreement with
GT Global Investor Services, Inc. The day-to-day operations of the Fund are
delegated to the officers of the Company, subject always to the objective and
policies of the Fund and to the general supervision of the Company's Board of
Directors. See "Board of Directors and Executive Officers" in the Statement of
Additional Information for information on the Company's Directors.
    
 
INVESTMENT MANAGEMENT AND ADMINISTRATION. Services provided by AIM and the
Sub-adviser as the Fund's investment managers and administrators include
determining the composition of the Fund's portfolio and placing orders to buy,
sell or hold particular securities; furnishing corporate officers and clerical
staff; providing office space, services and equipment; and supervising all
matters relating to the Fund's operation. For these services, the Fund pays AIM
investment management and administration fees, computed daily and paid monthly,
based on its average daily net assets, at the annualized rate of .975% on the
first $500 million, .95% on the next $500 million, .925% on the next $500
million and .90% on amounts thereafter. Out of the aggregate fees payable by the
Fund, AIM pays the Sub-adviser sub-advisory and sub-administration fees equal to
40% of the aggregate fees AIM receives from the Fund. The investment management
and administration fees paid by the Fund are higher than that paid by most
mutual funds. AIM has undertaken to limit the Fund's expenses (exclusive of
brokerage commissions, taxes, interest and extraordinary expenses) to the annual
rate of 2.00% and 2.50% of the average daily net assets of the Fund's Class A
and Class B shares, respectively.
 
   
The Sub-adviser also serves as the Fund's pricing and accounting agent. For
these services the Sub-adviser receives a fee at an annual rate derived by
applying 0.03% to the first $5 billion of assets of the AIM/GT Funds and 0.02%
to the assets in excess of $5 billion and allocating the result according to the
Fund's average daily net assets.
    
 
   
AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046, serves as the
investment adviser to the Fund pursuant to a master investment advisory
agreement, dated as of May 29, 1998 (the "Advisory Agreement"). AIM was
organized in 1976 and, together with its subsidiaries, manages or advises
approximately 90 investment company portfolios encompassing a broad range of
investment objectives. The Sub-adviser, INVESCO (NY), Inc., 50 California
Street, 27th Floor, San Francisco, California 94111, and 1166 Avenue of the
Americas, New York, New York 10036, serves as the sub-adviser to the Fund
pursuant to an investment sub-advisory agreement dated as of May 29, 1998. Prior
to May 29, 1998, the Sub-adviser was known as Chancellor LGT Asset Management,
Inc. On May 29, 1998, Liechtenstein Global Trust AG ("LGT"), the former indirect
parent organization of the Sub-adviser, consummated a purchase agreement with
AMVESCAP PLC pursuant to which AMVESCAP PLC acquired LGT's Asset Management
Division, which included the Sub-adviser and certain other affiliates. As a
result of this transaction, the Sub-adviser is now an indirect wholly owned
subsidiary of AMVESCAP PLC. Prior to the sale, the Sub-adviser and its worldwide
asset management affiliates provided investment management and/or administrative
services to institutional, corporate and individual clients around the world
since 1969.
    
 
AIM and the Sub-adviser and their worldwide asset management affiliates provide
investment management and/or administrative services to institutional, corporate
and individual clients around the world. AIM and the Sub-adviser are both
indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and its
subsidiaries are an independent investment management group that has a
significant presence in the institutional and retail segment of the investment
management
 
                               Prospectus Page 35
<PAGE>
                          AIM DEVELOPING MARKETS FUND
industry in North America and Europe, and a growing presence in Asia.
 
   
In addition to the investment resources of their Houston, San Francisco and New
York offices, AIM and the Sub-adviser draw upon the expertise, personnel, data
and systems of other offices, including investment offices in Atlanta, Boston,
Dallas, Denver, Louisville, Miami, Portland (Oregon), Frankfurt, Hong Kong,
London, Singapore, Sydney, Tokyo and Toronto. In managing the Funds, the
Sub-adviser employs a team approach, taking advantage of its investment
 
resources around the world.
    
 
The investment professionals primarily responsible for the portfolio management
of the Fund are as follows:
 
   
<TABLE>
<CAPTION>
                                 RESPONSIBILITIES                             BUSINESS EXPERIENCE
       NAME/OFFICE                 FOR THE FUND                                 PAST FIVE YEARS
- --------------------------  --------------------------  ---------------------------------------------------------------
<S>                         <C>                         <C>
Allan Conway                Portfolio Manager since     Head of Global Emerging Market Equities for the Sub- adviser
 London                      1997                        and INVESCO GT Asset Management PLC (London) ("GT Asset
                                                         Management"), an affiliate of the Sub-adviser, since January
                                                         1997. Director of International Equities at Hermes Investment
                                                         Management from 1992 to 1997, Portfolio Manager, Head of
                                                         Overseas Equities, at Provident Mutual from 1982 to 1992.
Mark Thorogood              Portfolio Manager           Portfolio Manager for the Sub-adviser and GT Asset Management
 London                      since 1997                  since May 1997. Proprietary Trader for ING-Barings (Hong Kong)
                                                         from 1994 to 1997. Analyst and Portfolio Manager for Provident
                                                         Mutual from 1987 to 1994.
Cheng-Hock Lau              Portfolio Manager since     Chief Investment Officer for Global Fixed Income for the
 New York                    1997                        Sub-adviser since October 1996. Senior Portfolio Manager for
                                                         Global/International Fixed Income for the Sub-adviser from
                                                         July 1995 to October 1996. Employed by Chancellor Capital
                                                         Management, Inc. ("Chancellor Capital"), a predecessor of the
                                                         Sub-adviser, from 1995 to October 1996. Senior Vice President
                                                         and Senior Portfolio Manager for Fiduciary Trust Company
                                                         International from 1993 to 1995. Vice President at Bankers
                                                         Trust Company from 1991 to 1993.
</TABLE>
    
 
                            ------------------------
 
   
In placing securities orders for the Fund's portfolio transactions, the
Sub-adviser seeks to obtain the best net results. Consistent with its obligation
to obtain the best net results, the Sub-adviser may consider a broker/dealer's
sale of shares of the AIM Funds as a factor in considering through whom
portfolio transactions will be effected. Brokerage transactions may be executed
through affiliates of AIM or the Sub-adviser. High portfolio turnover (over
100%) involves correspondingly greater brokerage commissions and other
transaction costs that the Fund will bear directly and could result in the
realization of net capital gains which would be taxable when distributed to
shareholders.
    
 
   
DISTRIBUTION OF FUND SHARES. The Company has entered into master distribution
agreements relating to the Fund (the "Distribution Agreements"), dated May 29,
1998, with AIM Distributors, a registered broker/dealer and a wholly owned
subsidiary of AIM. The address of AIM Distributors is P.O. Box 4739, Houston,
Texas 77210-4739. The Distribution Agreements provide AIM Distributors with the
exclusive rights to distribute shares of the Fund directly and through Financial
Institutions with whom AIM Distributors has entered into agreements. Under the
Distribution Agreements, AIM Distributors acts as the distributor of Class A,
Class B and Advisor Class shares of the Fund. As distributor, AIM Distributors
collects the sales charges imposed on purchases of Class A shares and any
contingent deferred sales charges that may be imposed on certain redemptions on
Class A or Class B shares. AIM Distributors may elect to re-allow the entire
initial sales charge to dealers for all sales with respect to which orders are
placed with
    
 
                               Prospectus Page 36
<PAGE>
                          AIM DEVELOPING MARKETS FUND
   
AIM Distributors during a particular period. Dealers to whom substantially the
entire sales charge is re-allowed may be deemed to be "underwriters" as that
term is defined under the Securities Act of 1933. AIM Distributors may pay sales
commissions to dealers and institutions who sell Class B shares of the Funds at
the time of such sales. Payments with respect to Class B shares will equal 4.00%
of the purchase price of the Class B shares sold by the dealer or institution
and will consist of a sales commission equal to 3.75% of the purchase price of
the Class B shares sold plus an advance of the first year service fee of 0.25%
with respect to such shares. The portion of the payments to AIM Distributors
under the Class B Plan which constitutes an asset-based sales charge (0.75%) is
intended in part to permit AIM Distributors to recoup a portion of such sales
commissions plus financing costs. From time to time, AIM Distributors may pay
commissions in excess of these amounts. Commissions are not paid on exchanges or
certain reinvestments in Class B shares. In addition, with respect to both
classes of shares, AIM Distributors makes ongoing payments to broker/dealers for
distribution and service activities in accordance with the Rule 12b-1 plans
described below.
    
 
The Fund reserves the right to suspend the offering of its shares upon the
advice of the Sub-adviser that doing so is in the best interests of the
portfolio management process.
 
   
In addition, AIM Distributors makes ongoing payments to brokerage firms,
financial institutions (including banks) and others that facilitate the
administration and servicing of shareholder accounts.
    
 
   
In addition to amounts paid to dealers as a dealer concession out of the initial
sales charge paid by investors, AIM Distributors may, from time to time, at its
expense or as an expense for which it may be compensated under a distribution
plan, if applicable, pay a bonus or other consideration or incentive to dealers
who sell a minimum dollar amount of the shares of the AIM Funds during a
specified period of time. In some instances, these incentives may be offered
only to certain dealers who have sold or may sell significant amounts of shares.
At the option of the dealer, such incentives may take the form of payment for
travel expenses, including lodging, incurred in connection with trips taken by
qualifying registered representatives and their families to places within or
outside the United States. The total amount of such additional bonus payments or
other consideration shall not exceed 0.25% of the public offering price of the
shares sold. Any such bonus or incentive programs will not change the price paid
by investors for the purchase of the applicable Fund's shares or the amount that
any particular Fund will receive as proceeds from such sales. Dealers may not
use sales of the Funds' shares to qualify for any incentives to the extent that
such incentives may be prohibited by the laws of any state.
    
 
   
AIM Distributors may make payments to dealers and institutions who are dealers
of record for purchases of $1 million or more of Class A shares (or shares which
normally involve payment of initial sales charges), which are sold at net asset
value and are subject to a contingent deferred sales charge as follows: 1% of
the first $2 million of such purchases, plus 0.80% of the next $1 million of
such purchases, plus 0.50% of the next $l7 million of such purchases, plus 0.25%
of amounts in excess of $20 million of such purchases.
    
 
   
The Company has adopted a Master Distribution Plan applicable to Class A shares
of the Fund (the "Class A Plan") pursuant to Rule 12b-1 under the 1940 Act, to
compensate AIM Distributors for the purpose of financing any activity that is
intended to result in the sale of Class A shares of the Fund. Under the Class A
Plan the Fund pays compensation to AIM Distributors at an annual rate of 0.50%
of the average daily net assets of Class A shares of the Fund.
    
 
The Company also has adopted a Master Distribution Plan applicable to Class B
shares of the Fund (the "Class B Plan"). Under the Class B Plan, the Fund pays
compensation to AIM Distributors at an annual rate of 1.00% of the average daily
net assets of Class B shares of the Fund.
 
   
The Class A Plan and the Class B Plan (together, the "Plans") are designed to
compensate AIM Distributors for certain promotional and other sales-related
costs, and to implement a dealer incentive program that provides for periodic
payments to selected dealers who furnish continuing personal shareholder
services to their customers who purchase and own Class A and Class B shares of
the Fund. Payments also can be directed by AIM Distributors to Financial
Institutions who have entered into service agreements with respect to Class A
and Class B shares of the Fund and who provide continuing personal services to
their customers who own Class A and Class B shares of the Fund. The service fees
payable to selected Financial Institutions are calculated at the annual rate of
0.25% of the average daily net asset value of those Fund shares that are held in
such Institution's
    
 
                               Prospectus Page 37
<PAGE>
                          AIM DEVELOPING MARKETS FUND
   
customers' accounts that were purchased on or after a prescribed date set forth
in the Plans. Of the aggregate amount payable under the Plans, payments to
Financial Institutions that provide continuing personal shareholder services to
their customers who purchase and own shares of a Fund, in amounts of up to 0.25%
of the average net assets of the Fund attributable to the customers of such
Financial Institutions are characterized as a service fee, and payments to
Financial Institutions in excess of such amount and payments to AIM Distributors
would be characterized as an asset-based sales charge. Payments under the Plans
are subject to any applicable limitations imposed by the rules of the National
Association of Securities Dealers, Inc.
    
 
The Plans do not obligate the Fund to reimburse AIM Distributors for the actual
expenses AIM Distributors may incur in fulfilling its obligations under the
Plans. Thus, even if AIM Distributors' actual expenses exceed the fee payable to
AIM Distributors thereunder at any time, the Fund will not be obligated to pay
more than that fee. If AIM Distributors' expenses are less than the fee it
receives, AIM Distributors will retain the full amount of the fee.
 
Under the Plans, AIM Distributors may in its discretion from time to time agree
to waive voluntarily all or any portion of its fee that has not been assigned or
transferred, while retaining its ability to be reimbursed for such fee prior to
the end of each fiscal year.
 
   
Under the Plans, certain Financial Institutions which have entered into service
agreements and which sell shares of the Fund on an agency basis, may receive
payments from the Fund pursuant to the respective Plans. AIM Distributors does
not act as principal, but rather as agent for the Fund, in making such payments.
For additional information concerning the operation of the Plans see
"Distribution Services Relating to the Fund" in the Management section of the
Statement of Additional Information.
    
 
The Glass-Steagall Act and other applicable laws, among other things, generally
prohibit federally chartered or supervised banks from engaging in the business
of underwriting or distributing securities. Accordingly, AIM Distributors
intends to engage banks (if at all) only to perform administrative and
shareholder servicing functions. If a bank were prohibited from so acting, its
shareholder clients would be permitted to remain shareholders, and alternative
means for continuing the servicing of such shareholders would be sought. It is
not expected that shareholders would suffer any adverse financial consequences
as a result of any of these occurrences.
 
                               Prospectus Page 38
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                               OTHER INFORMATION
 
- --------------------------------------------------------------------------------
 
CONFIRMATIONS AND REPORTS TO SHAREHOLDERS. Each time a transaction is made that
affects a shareholder's account in the Fund, the shareholder will receive from
the Transfer Agent a confirmation statement reflecting the transaction.
Confirmations for transactions effected pursuant to the Fund's Automatic
Investment Plan, Systematic Withdrawal Plan, and automatic dividend reinvestment
program may be provided quarterly. Shortly after the end of the Fund's fiscal
year on October 31 and fiscal half-year on April 30 of each year, shareholders
receive an annual and semiannual report, respectively. In addition, the federal
income tax status of distributions made by the Fund to shareholders is reported
after the end of each calendar year on Form 1099-DIV. Under certain
circumstances, duplicate mailings of the foregoing reports to the same household
may be consolidated.
 
   
ORGANIZATION OF THE COMPANY. The Company was organized as a Maryland corporation
on October 29, 1987. Prior to May 29, 1998, the Company operated under the name
G.T. Investment Funds, Inc. From time to time, the Company has established and
may continue to establish other funds, each corresponding to a distinct
investment portfolio and a distinct series of the Company's shares. Shares of
the Fund are entitled to one vote per share (with proportional voting for
fractional shares) and are freely transferable. Shareholders have no preemptive
or conversion rights.
    
 
On any matter submitted to a vote of shareholders, shares of the Fund will be
voted by the Fund's shareholders individually when the matter affects the
specific interest of the Fund only, such as approval of its investment
management arrangements. In addition, shares of a particular class of the Fund
may vote on matters affecting only that class. The shares of the Fund and the
Company's other funds will be voted in the aggregate on other matters, such as
the election of Directors and ratification of the selection of the Company's
independent accountants.
 
   
Normally there will be no annual meeting of shareholders in any year, except as
required under the 1940 Act. The Company would be required to hold a
shareholders' meeting in the event that at any time less than a majority of the
Directors holding office had been elected by shareholders. Directors shall
continue to hold office until their successors are elected and have qualified.
Shares of the Company's funds do not have cumulative voting rights, which means
that the holders of a majority of the shares voting for the election of
Directors can elect all the Directors. A Director may be removed upon a majority
vote of the shareholders qualified to vote in the election. Shareholders holding
10% of the Company's outstanding voting securities may call a meeting of
shareholders for the purpose of voting upon the question of removal of any
Director or for any other purpose. The 1940 Act requires the Company to assist
shareholders in calling such a meeting.
    
 
   
Pursuant to the Company's Articles of Incorporation, it may issue six billion
shares. Of this number, 300 million shares have been classified as shares of the
Fund; 100 million shares have been classified as Class A shares, 100 million
shares have been classified as Class B shares, and 100 million shares have been
classified as Advisor Class shares. These amounts may be increased from time to
time in the discretion of the Board of Directors. Each share of the Fund
represents an interest in the Fund only, has a par value of $0.0001 per share,
represents an equal proportionate interest in the Fund with other shares of the
Fund and is entitled to such dividends and other distributions out of the income
earned and gain realized on the assets belonging to the Fund as may be declared
at the discretion of the Board of Directors. Each Class A, Class B and Advisor
Class share of the Fund is equal in earnings, assets and voting privileges,
except as noted above, and each class bears the expenses, if any, related to the
distribution of its shares. Shares of the Fund, when issued, are fully paid and
nonassessable.
    
 
   
Shareholders have been asked to vote on the reorganization of the Company into a
Delaware business trust. If approved by shareholders, it is anticipated that the
reorganization would occur prior to October 1, 1998. If the Company is
reorganized as a Delaware business trust, it is anticipated that Class B shares
of the Fund will convert to Class A shares approximately eight years
    
 
                               Prospectus Page 39
<PAGE>
                          AIM DEVELOPING MARKETS FUND
   
following the initial date the Class B shares were issued.
    
 
SHAREHOLDER INQUIRIES. Shareholder inquiries may be made by calling the Fund
toll-free at (800) 223-2138 or by writing to the Fund at 50 California Street,
27th Floor, San Francisco, CA 94111.
 
PERFORMANCE INFORMATION. The Fund, from time to time, may include information on
its investment results and/or comparisons of its investment results to various
unmanaged indices or results of other mutual funds or groups of mutual funds in
advertisements, sales literature or reports furnished to present or prospective
shareholders.
 
In such materials, the Fund may quote its average annual total return
("Standardized Return"). Standardized Return is calculated separately for each
class of shares of the Fund. Standardized Return shows percentage rates
reflecting the average annual change in the value of an assumed investment in
the Fund at the end of one-, five- and ten-year periods, reduced by the maximum
applicable sales charge imposed on sales of Fund shares. If a one-, five- and/or
ten-year period has not yet elapsed, data will be provided as of the end of a
shorter period corresponding to the life of the Fund. Standardized Return
assumes reinvestment of all dividends and other distributions.
 
In addition, in order to more completely represent the Fund's performance or
more accurately compare such performance to other measures of investment return,
the Fund also may include in advertisements, sales literature and shareholder
reports other total return performance data ("Non-Standardized Return").
Non-Standardized return reflects percentage rates of return encompassing all
elements of total return (e.g., income and capital appreciation or
depreciation); it assumes reinvestment of all dividends and other distributions.
Non-Standardized Return may be quoted for the same or different periods as those
for which Standardized Return is quoted; it may consist of an aggregate or
average annual percentage rate of return, actual year-by-year rates or any
combination thereof. Non-Standardized Return may or may not take sales charges
into account; performance data calculated without taking the effect of sales
charges into account will be higher than data including the effect of such
charges.
 
The Fund's performance data reflects past performance and is not necessarily
indicative of future results. The Fund's investment results will vary from time
to time depending upon market conditions, the composition of its portfolio and
its operating expenses. These factors and possible differences in calculation
methods should be considered when comparing the Fund's investment results with
those published for other investment companies, other investment vehicles and
unmanaged indices. The Fund's results also should be considered relative to the
risks associated with its investment objective and policies. See "Investment
Results" in the Statement of Additional Information.
 
The Fund's annual report contains additional information with respect to its
performance. The annual report is available to investors upon request and free
of charge.
 
   
YEAR 2000 COMPLIANCE PROJECT. In providing services to the Fund, AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely on internal computer
systems as well as external computer systems provided by third parties. Some of
these systems were not originally designed to distinguish between the year 1900
and the year 2000. This inability, if not corrected, could adversely affect the
services AIM, AIM Distributors, the Transfer Agent and the Sub-adviser and
others provide the Fund and its shareholders.
    
 
   
To address this important issue, AIM, AIM Distributors, the Transfer Agent and
the Sub-adviser have undertaken a comprehensive Year 2000 Compliance Project
(the "Project"). The Project consists of four phases: (i) inventorying every
software and hardware system in use at AIM, AIM Distributors, the Transfer Agent
and the Sub-adviser, as well as remote, third-party systems on which AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely; (ii) identifying
those systems that may not function properly after December 31, 1999; (iii)
correcting or replacing those systems that have been so identified; and (iv)
testing the processing of Fund data in all systems. Phase (i) has been
completed; phase (ii) is substantially completed; phase (iii) has commenced; and
phase (iv) is expected to commence during the third quarter of 1998. The Project
is scheduled to be completed by December 31, 1998. Following completion of the
Project, AIM, AIM Distributors and the Sub-adviser will review any systems
subsequently acquired to confirm that they are year 2000 compliant.
    
 
TRANSFER AGENT. Shareholder servicing, reporting and general transfer agent
functions for the Fund are performed by GT Global Investor Services, Inc. The
Transfer Agent is an affiliate of the Sub-adviser and AIM, and maintains its
offices at
 
                               Prospectus Page 40
<PAGE>
                          AIM DEVELOPING MARKETS FUND
California Plaza, 2121 North California Boulevard, Suite 450, Walnut Creek, CA
94596.
 
CUSTODIAN. State Street Bank and Trust Company, 225 Franklin Street, Boston, MA
02110 is custodian of the Fund's assets.
 
COUNSEL. The law firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue,
N.W., Washington, D.C. 20036-1800, acts as counsel to the Company and the Fund.
Kirkpatrick & Lockhart LLP also acts as counsel to the Sub-adviser and the
Transfer Agent in connection with other matters.
 
   
INDEPENDENT ACCOUNTANTS. The Company's and the Fund's independent accountants
are Coopers & Lybrand L.L.P., One Post Office Square, Boston, MA 02109. Coopers
& Lybrand L.L.P. conducts an annual audit of the Fund, assists in the
preparation of the Fund's federal and state income tax returns and consults with
the Company and the Fund as to matters of accounting, regulatory filings, and
federal and state income taxation.
    
 
MULTIPLE TRANSLATIONS OF THE PROSPECTUS. This Prospectus may be translated into
other languages. In the event of any inconsistency or ambiguity as to the
meaning of any word or phrase contained in a translation, the English text shall
prevail.
 
                               Prospectus Page 41
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW,  INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF  INVESTING IN RELATED INDUSTRIES, PLEASE  CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY GROWTH FUND
    
   
Invests in equity securities of small U.S. companies
    
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
                                     [LOGO]
 
  NO  DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
  ANY INFORMATION  OR  TO  MAKE  ANY  REPRESENTATION  NOT  CONTAINED  IN  THIS
  PROSPECTUS  AND, IF GIVEN  OR MADE, SUCH  INFORMATION OR REPRESENTATION MUST
  NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY AIM INVESTMENT FUNDS,  INC.,
  AIM  DEVELOPING MARKETS FUND,  A I M  ADVISORS, INC., INVESCO  (NY), INC. OR
  A I M  DISTRIBUTORS, INC. THIS  PROSPECTUS DOES NOT  CONSTITUTE AN OFFER  TO
  SELL  OR SOLICITATION  OF ANY  OFFER TO  BUY ANY  OF THE  SECURITIES OFFERED
  HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
  OFFER IN SUCH JURISDICTION.
    
   
                                                                   DVM-PRO-1
    
<PAGE>
   
                            AIM GLOBAL THEME FUNDS:
                                 ADVISOR CLASS
    
                           PROSPECTUS -- JUNE 1, 1998
- --------------------------------------------------------------------------------
 
   
<TABLE>
<S>                                                  <C>
        AIM GLOBAL FINANCIAL SERVICES FUND             AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
          AIM GLOBAL INFRASTRUCTURE FUND                         AIM GLOBAL HEALTH CARE FUND
             AIM GLOBAL RESOURCES FUND                       AIM GLOBAL TELECOMMUNICATIONS FUND
</TABLE>
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND ("FINANCIAL SERVICES FUND") seeks long-term
capital growth by investing all of its investable assets in the Global Financial
Services Portfolio ("Financial Services Portfolio"), which, in turn, invests
primarily in equity securities of companies throughout the world that operate in
the financial services industries.
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND ("INFRASTRUCTURE FUND") seeks long-term capital
growth by investing all of its investable assets in the Global Infrastructure
Portfolio ("Infrastructure Portfolio"), which, in turn, invests primarily in
equity securities of companies throughout the world that design, develop or
provide products and services significant to a country's infrastructure.
    
 
   
AIM GLOBAL RESOURCES FUND ("RESOURCES FUND") seeks long-term capital growth by
investing all of its investable assets in the Global Resources Portfolio
("Resources Portfolio"), which, in turn, invests primarily in equity securities
of companies throughout the world that own, explore or develop natural resources
and other basic commodities or supply goods and services to such companies.
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND ("CONSUMER PRODUCTS AND SERVICES
FUND") seeks long-term capital growth by investing all of its investable assets
in the Global Consumer Products and Services Portfolio ("Consumer Products and
Services Portfolio"), which, in turn, invests primarily in equity securities of
companies throughout the world that manufacture, market, retail or distribute
consumer products and services.
    
 
   
AIM GLOBAL HEALTH CARE FUND ("HEALTH CARE FUND") seeks long-term capital
appreciation by investing primarily in equity securities of health care
companies throughout the world.
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND ("TELECOMMUNICATIONS FUND") seeks long-term
growth of capital by investing primarily in equity securities of companies
throughout the world engaged in the development, manufacture or sale of
telecommunications services or equipment.
    
 
   
Each Portfolio's investment objective is identical to that of its corresponding
Fund. There can be no assurance that any Fund or Portfolio will achieve its
investment objective. The investment experience of the Financial Services Fund,
Infrastructure Fund, Resources Fund and Consumer Products and Services Fund will
correspond directly with the investment experience of their corresponding
Portfolios.
    
 
FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED BY,
ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
 
   
The Funds and the Portfolios are managed by A I M Advisors, Inc. ("AIM") and are
sub-advised and sub-administered by INVESCO (NY), Inc. (the "Sub-adviser"). AIM
and the Sub-adviser and their worldwide asset management affiliates provide
investment management and/or administrative services to institutional, corporate
and individual clients around the world. AIM and the Sub-adviser are both
indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and its
subsidiaries are an independent investment management group that has a
significant presence in the institutional and retail segment of the investment
management industry in North America and Europe, and a growing presence in Asia.
    
 
Shares offered by this Prospectus are available for purchase only by certain
investors and are offered at net asset value without the imposition of a
front-end or contingent deferred sales charge or Rule 12b-1 fees.
 
   
This Prospectus sets forth concisely the information an investor should know
before investing and should be read carefully and retained for future reference.
A Statement of Additional Information, dated June 1, 1998, has been filed with
the Securities and Exchange Commission ("SEC") and, as supplemented or amended
from time to time, is incorporated by reference. The Statement of Additional
Information is available without charge by writing to the Funds at 50 California
Street, 27th Floor, San Francisco, CA 94111, or by calling (800) 347-4246. It is
also available, along with other related materials, on the SEC's Internet web
site (http://www.sec.gov).
    
 
   
FOR FURTHER INFORMATION, CALL (800) 824-1580 OR CONTACT YOUR FINANCIAL ADVISER.
    
 
                                     [LOGO]
 
- --------------------------------------------------------------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
  AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
    PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
             ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                               Prospectus Page 1
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                               TABLE OF CONTENTS
- ------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                              Page
                                                                                            ---------
<S>                                                                                         <C>
Prospectus Summary........................................................................          3
Financial Highlights......................................................................          8
Investment Objectives and Policies........................................................         16
Risk Factors..............................................................................         24
How to Invest.............................................................................         29
How to Make Exchanges.....................................................................         31
How to Redeem Shares......................................................................         32
Shareholder Account Manual................................................................         34
Calculation of Net Asset Value............................................................         35
Dividends, Other Distributions and Federal Income Taxation................................         35
Management................................................................................         38
Other Information.........................................................................         41
</TABLE>
    
 
                               Prospectus Page 2
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                               PROSPECTUS SUMMARY
- ------------------------------------------------------------
The following summary is qualified in its entirety by the more detailed
information appearing in the body of this Prospectus. Cross-references in the
summary are to headings in the body of this Prospectus.
 
   
<TABLE>
<S>                            <C>                                               <C>
The Funds and the Portfolios:  Each Fund is a diversified series of AIM Investment Funds, Inc. (the "Company"). Each Portfolio is a
                               diversified series of Global Investment Portfolio. The Portfolios, Health Care Fund and
                               Telecommunications Fund are referred to herein as the "Theme Portfolios."
 
Investment Objectives:         The Financial Services Fund, Infrastructure Fund, Resources Fund and Consumer Products and Services
                               Fund seek long-term capital growth. The Health Care Fund seeks long-term capital appreciation. The
                               Telecommunications Fund seeks long-term growth of capital.
 
Principal Investments:         The Financial Services Fund invests all of its investable assets in the Financial Services Portfolio,
                               which, in turn, invests primarily in equity securities of companies throughout the world that operate
                               in the financial services industries.
 
                               The Infrastructure Fund invests all of its investable assets in the Infrastructure Portfolio, which,
                               in turn, invests primarily in equity securities of companies throughout the world that design,
                               develop or provide products and services significant to a country's infrastructure.
 
                               The Resources Fund invests all of its investable assets in the Resources Portfolio, which, in turn,
                               invests primarily in equity securities of companies throughout the world that own, explore or develop
                               natural resources and other basic commodities or supply goods and services to such companies.
 
                               The Consumer Products and Services Fund invests all of its investable assets in the Consumer Products
                               and Services Portfolio, which, in turn, invests primarily in equity securities of companies
                               throughout the world that manufacture, market, retail or distribute consumer products and services.
 
                               The Health Care Fund invests primarily in equity securities of health care companies throughout the
                               world.
 
                               The Telecommunications Fund invests primarily in equity securities of companies throughout the world
                               engaged in the development, manufacture or sale of telecommunications services or equipment.
 
Principal Risk Factors:        There is no assurance that any Fund or Portfolio will achieve its investment objective. Each Fund's
                               net asset value will fluctuate, reflecting fluctuations in the market value of its or its
                               corresponding Portfolio's portfolio holdings. Each Theme Portfolio's policy of concentrating its
                               investments in companies in its particular industries may cause a Fund's net asset value to fluctuate
                               more than if it invested in a greater number of industries.
 
                               Each Theme Portfolio may invest in foreign securities. Investments in foreign securities involve
                               risks relating to political and economic developments abroad and the differences between the
                               regulations to which U.S. and foreign issuers are subject. Individual foreign economies also may
                               differ favorably or unfavorably from the U.S. economy. Changes in foreign
</TABLE>
    
 
                               Prospectus Page 3
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
   
<TABLE>
<S>                            <C>                                               <C>
                               currency exchange rates will affect a Fund's net asset value, earnings and gains and losses realized
                               on sales of securities. Securities of foreign companies may be less liquid and their prices more
                               volatile than those of securities of comparable U.S. companies.
 
                               Each Theme Portfolio may engage in certain foreign currency, options and futures transactions to
                               attempt to hedge against the overall level of investment and currency risk associated with its
                               present or planned investments. Such transactions involve certain risks and transaction costs.
 
                               The Financial Services Portfolio, Health Care Fund and Telecommunications Fund may each invest up to
                               5%, and the Infrastructure Portfolio, Resources Portfolio and Consumer Products and Services
                               Portfolio, may each invest up to 20%, of its total assets in below investment grade debt securities.
                               Investments of this type are subject to a greater risk of loss of principal and interest.
 
                               See "Investment Objectives and Policies" and "Risk Factors."
 
Investment Managers:           AIM and the Sub-adviser and their worldwide asset management affiliates provide investment management
                               and/or administrative services to institutional, corporate and individual clients around the world.
                               AIM and the Sub-adviser are both indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and
                               its subsidiaries are an independent investment management group that has a significant presence in
                               the institutional and retail segment of the investment management industry in North America and
                               Europe, and a growing presence in Asia. AIM was organized in 1976 and, together with its affiliates,
                               currently advises approximately 90 investment company portfolios. AIM advises the Funds and other
                               investment company portfolios which are sub-advised by the Sub-adviser ("AIM/GT Funds"). On May 29,
                               1998, AMVESCAP PLC acquired the Asset Management Division of Liechtenstein Global Trust AG, which
                               included the Sub- adviser and certain other affiliates. AIM also serves as the investment adviser to
                               other mutual funds, which are not sub-advised by the Sub- adviser, that are part of The AIM Family of
                               Funds-Registered Trademark- ("The AIM Family of Funds," and together with the AIM/GT Funds, the "AIM
                               Funds")
 
Advisor Class Shares:          Advisor Class shares are offered through this Prospectus to (a) trustees or other fiduciaries
                               purchasing shares for employee benefit plans which are sponsored by organizations which have at least
                               1,000 employees; (b) any account with assets of at least $10,000 if (i) a financial planner, trust
                               company, bank trust department or registered investment adviser has investment discretion over such
                               account, and (ii) the account holder pays such person as compensation for its advice and other
                               services an annual fee of at least 0.50% on the assets in the account; (c) any account with assets of
                               a least $10,000 if (i) such account is established under a "wrap fee"
</TABLE>
    
 
   
THE AIM FAMILY OF FUNDS, THE AIM FAMILY OF FUNDS AND DESIGN (I.E., THE AIM
LOGO), AIM AND DESIGN, AIM, AIM LINK, AIM INSTITUTIONAL FUNDS, AIMFUNDS.COM, LA
FAMILIA AIM DE FONDOS AND LA FAMILIA AIM DE FONDOS AND DESIGN ARE REGISTERED
SERVICE MARKS AND INVEST WITH DISCIPLINE AND AIM BANK CONNECTION ARE SERVICE
MARKS OF A I M MANAGEMENT GROUP INC.
    
 
                               Prospectus Page 4
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
   
<TABLE>
<S>                            <C>                                               <C>
                               program, and (ii) the account holder pays the sponsor of such program an
                               annual fee of at least 0.50% on the assets in the account; (d) accounts advised by INVESCO (NY), Inc.
                               or one of the companies formerly affiliated with Liechtenstein Global Trust AG, provided such
                               accounts were invested in Advisor Class shares of any of the AIM/GT Funds on June 1, 1998; (e) any of
                               the companies composing or affiliated with AMVESCAP PLC; and (f) AIM New Dimension Fund.
 
Shares Available Through:      Advisor Class shares are available through Financial Advisers (as defined herein) who have entered
                               into agreements with the Fund's distributor, A I M Distributors, Inc. ("AIM Distributors") or certain
                               of its affiliates. See "How to Invest" and "Shareholder Account Manual."
 
Exchange Privileges:           Advisor Class shares may be exchanged for Advisor Class shares of other AIM/GT Funds. See "How to
                               Make Exchanges" and "Shareholder Account Manual."
 
Redemptions:                   Shares may be redeemed through the Funds' Transfer Agent. See "How to Redeem Shares" and "Shareholder
                               Account Manual."
 
Dividends and Other            Dividends are paid annually from net investment income and realized net short-term capital gain;
  Distributions:               other distributions are paid annually from net capital gain and net gains from foreign currency
                               transactions, if any.
 
Reinvestment:                  Dividends and other distributions may be reinvested automatically in Advisor Class shares of the
                               distributing Fund or in Advisor Class shares of other AIM/GT Funds.
</TABLE>
    
 
                               Prospectus Page 5
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
 
SUMMARY OF INVESTOR COSTS. The expenses and maximum transaction costs associated
with investing in the Advisor Class shares of the Funds are reflected in the
following tables (1):
   
<TABLE>
<CAPTION>
                                                             AIM GLOBAL          AIM GLOBAL            AIM GLOBAL
                                                             HEALTH CARE     TELECOMMUNICATIONS    FINANCIAL SERVICES
                                                                FUND                FUND                  FUND
                                                           ---------------  ---------------------  -------------------
                                                            ADVISOR CLASS       ADVISOR CLASS         ADVISOR CLASS
                                                           ---------------  ---------------------  -------------------
<S>                                                        <C>              <C>                    <C>
SHAREHOLDER TRANSACTION COSTS:
  Maximum sales charge on purchases of shares
   (as a % of offering price)............................          None                None                  None
  Sales charges on reinvested distributions to
   shareholders..........................................          None                None                  None
  Maximum deferred sales charge (as a % of net asset
   value at time of purchase or sale, whichever is
   less).................................................          None                None                  None
  Redemption charges.....................................          None                None                  None
  Exchange fees..........................................          None                None                  None
ANNUAL FUND OPERATING EXPENSES (2):
 (AS A % OF AVERAGE NET ASSETS)
  Investment management and administration fees..........         0.97%               0.94%                 0.98%
  12b-1 distribution and service fees....................          None                None                  None
  Other expenses (after reimbursements)..................         0.33%               0.40%                 0.52%
                                                                -------             -------               -------
  Total Fund Operating Expenses..........................         1.30%               1.34%                 1.50%
                                                                -------             -------               -------
                                                                -------             -------               -------
 
<CAPTION>
 
                                                                                                       AIM GLOBAL
                                                             AIM GLOBAL                             CONSUMER PRODUCTS
                                                           INFRASTRUCTURE        AIM GLOBAL                AND
                                                                FUND           RESOURCES FUND         SERVICES FUND
                                                           ---------------  ---------------------  -------------------
                                                            ADVISOR CLASS       ADVISOR CLASS         ADVISOR CLASS
                                                           ---------------  ---------------------  -------------------
<S>                                                        <C>              <C>                    <C>
SHAREHOLDER TRANSACTION COSTS:
  Maximum sales charge on purchases of shares
   (as a % of offering price)............................          None                None                  None
  Sales charges on reinvested distributions to
   shareholders..........................................          None                None                  None
  Maximum deferred sales charge (as a % of net asset
   value at time of purchase or sale, whichever is
   less).................................................          None                None                  None
  Redemption charges.....................................          None                None                  None
  Exchange fees..........................................          None                None                  None
ANNUAL FUND OPERATING EXPENSES (2):
 (AS A % OF AVERAGE NET ASSETS)
  Investment management and administration fees..........         0.98%               0.98%                 0.98%
  12b-1 distribution and service fees....................          None                None                  None
  Other expenses (after reimbursements)..................         0.52%               0.52%                 0.51%
                                                                -------             -------               -------
  Total Fund Operating Expenses..........................         1.50%               1.50%                 1.49%
                                                                -------             -------               -------
                                                                -------             -------               -------
</TABLE>
    
 
                               Prospectus Page 6
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
 
   
HYPOTHETICAL EXAMPLE OF EFFECT OF EXPENSES (3):
    
An investor would have directly or indirectly paid the following expenses at the
end of the periods shown on a $1,000 investment in the Funds, assuming a 5%
annual return:
 
   
<TABLE>
<CAPTION>
                                             AIM GLOBAL                     AIM GLOBAL                     AIM GLOBAL
                                             HEALTH CARE                TELECOMMUNICATIONS             FINANCIAL SERVICES
                                                FUND                           FUND                           FUND
                                     ---------------------------   ----------------------------   -----------------------------
                                     ONE    THREE  FIVE     TEN    ONE    THREE   FIVE     TEN     ONE    THREE   FIVE     TEN
                                     YEAR   YEARS  YEARS   YEARS   YEAR   YEARS   YEARS   YEARS   YEAR    YEARS   YEARS   YEARS
                                     ----   ----   -----   -----   ----   -----   -----   -----   -----   -----   -----   -----
<S>                                  <C>    <C>    <C>     <C>     <C>    <C>     <C>     <C>     <C>     <C>     <C>     <C>
Advisor Class Shares...............  $13    $41    $ 72    $158    $14    $ 43    $ 74    $162    $ 15    $ 48    $ 82    $180
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                             AIM GLOBAL                     AIM GLOBAL                     AIM GLOBAL
                                           INFRASTRUCTURE                   RESOURCES                   CONSUMER PRODUCTS
                                                FUND                           FUND                     AND SERVICES FUND
                                     ---------------------------   ----------------------------   -----------------------------
                                     ONE    THREE  FIVE     TEN    ONE    THREE   FIVE     TEN     ONE    THREE   FIVE     TEN
                                     YEAR   YEARS  YEARS   YEARS   YEAR   YEARS   YEARS   YEARS   YEAR    YEARS   YEARS   YEARS
                                     ----   ----   -----   -----   ----   -----   -----   -----   -----   -----   -----   -----
<S>                                  <C>    <C>    <C>     <C>     <C>    <C>     <C>     <C>     <C>     <C>     <C>     <C>
Advisor Class Shares...............  $15    $48    $ 82    $180    $15    $ 48    $ 82    $180    $ 15    $ 47    $ 82    $179
</TABLE>
    
 
- --------------
   
(1) THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
    COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN THE FUNDS.
    
 
   
(2) Expenses are based on the Funds' fiscal year ended October 31, 1997 restated
    to reflect AIM's undertaking to limit each Fund's expenses (exclusive of
    brokerage commissions, taxes, interest and extraordinary expenses) to the
    annual rate of 1.50% of the average daily net assets of each Fund's Advisor
    Class shares. Without reimbursements, "Other Expenses" and "Total Fund
    Operating Expenses" would have been 0.88% and 1.86%, respectively, for
    Advisor Class shares of the Financial Services Fund; 0.60% and 1.58%,
    respectively, for Advisor Class shares of the Infrastructure Fund; and 0.65%
    and 1.63%, respectively, for Advisor Class Shares of the Resources Fund.
    "Other expenses" include custody, transfer agency, legal, audit and other
    operating expenses. See "Management" herein and the Statement of Additional
    Information for more information. Investors purchasing Advisor Class shares
    through financial planners, trust companies, bank trust departments or
    registered investment advisers, or under a "wrap fee" program, will be
    subject to additional fees charged by such entities or by the sponsors of
    such programs. Where any account advised by one of the companies composing
    or affiliated with AMVESCAP PLC invests in Advisor Class shares of a Fund,
    such account shall not be subject to duplicative advisory fees.
    
 
   
    The Board of Directors of the Company believes that the aggregate per share
    expenses of the Financial Services Fund, Infrastructure Fund, Resources Fund
    and Consumer Products and Services Fund and each of their corresponding
    Portfolios will be approximately equal to the expenses each such Fund would
    incur if its assets were invested directly in the type of securities being
    held by its corresponding Portfolio.
    
 
   
(3) THE "HYPOTHETICAL EXAMPLE" IS NOT A REPRESENTATION OF PAST OR FUTURE
    EXPENSES. THE FUNDS' AND THE PORTFOLIOS' ACTUAL EXPENSES, AND AN INVESTOR'S
    DIRECT AND INDIRECT EXPENSES, MAY BE MORE OR LESS THAN THOSE SHOWN. The
    tables and the assumption in the Hypothetical Example of a 5% annual return
    are required by regulation of the SEC applicable to all mutual funds. The 5%
    annual return is not a prediction of and does not represent the Funds' or
    the Portfolios' projected or actual performance.
    
 
                               Prospectus Page 7
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
 
   
The tables below provide condensed financial information concerning income and
capital changes for one Class A and Advisor Class share of each Fund for the
periods shown. This information is supplemented by the financial statements and
accompanying notes appearing in the Statement of Additional Information. The
financial statements and notes for the fiscal year ended October 31, 1997, have
been audited by Coopers & Lybrand L.L.P., independent accountants, whose report
thereon is also included in the Statement of Additional Information.
    
 
   
                          AIM GLOBAL HEALTH CARE FUND
                     (FORMERLY GT GLOBAL HEALTH CARE FUND)
    
 
<TABLE>
<CAPTION>
                                                            CLASS A+
                                ----------------------------------------------------------------
                                                      YEAR ENDED OCT. 31,
                                ----------------------------------------------------------------
                                  1997*      1996*      1995       1994*      1993*      1992
                                ---------  ---------  ---------  ---------  ---------  ---------
<S>                             <C>        <C>        <C>        <C>        <C>        <C>
Per Share Operating
 Performance:
Net asset value, beginning of
 period.......................  $   23.60  $   21.84  $   19.60  $   17.86  $   17.44  $   19.29
                                ---------  ---------  ---------  ---------  ---------  ---------
Income from investment
 operations:
  Net investment income
   (loss).....................      (0.25)     (0.17)     (0.15)     (0.22)     (0.15)     (0.18)
  Net realized and unrealized
   gain (loss) on
   investments................       6.48       4.79       3.73       2.02       0.57      (1.53)
                                ---------  ---------  ---------  ---------  ---------  ---------
  Net increase (decrease) from
   investment operations......       6.23       4.62       3.58       1.80       0.42      (1.71)
                                ---------  ---------  ---------  ---------  ---------  ---------
Distributions:
  From net investment
   income.....................         --         --         --         --         --         --
  From net realized gain on
   investments................      (1.85)     (2.86)     (1.34)        --         --      (0.14)
  In excess of net realized
   gain on investments........         --         --         --      (0.06)        --         --
                                ---------  ---------  ---------  ---------  ---------  ---------
    Total distributions.......      (1.85)     (2.86)     (1.34)     (0.06)        --      (0.14)
                                ---------  ---------  ---------  ---------  ---------  ---------
Net asset value, end of
 period.......................  $   27.98  $   23.60  $   21.84  $   19.60  $   17.86  $   17.44
                                ---------  ---------  ---------  ---------  ---------  ---------
                                ---------  ---------  ---------  ---------  ---------  ---------
Total investment return (c)...     28.36%     23.14%     19.79%     10.11%       2.4%     (8.9)%
                                ---------  ---------  ---------  ---------  ---------  ---------
                                ---------  ---------  ---------  ---------  ---------  ---------
 
Ratios and supplemental data:
Net assets, end of period (in
 000's).......................  $ 472,083  $ 467,861  $ 426,380  $ 438,940  $ 461,113  $ 655,867
Ratio of net investment income
 (loss) to average net assets:
  With expense reductions.....    (1.00)%    (0.71)%    (0.72)%    (1.23)%     (0.9)%    (0.97)%
  Without expense
   reductions.................    (1.03)%    (0.75)%    (0.78)%        N/A        N/A        N/A
Ratio of expenses to average
 net assets:
  With expense reduction......      1.77%      1.80%      1.85%      1.98%       2.0%      2.05%
  Without expense reduction...      1.80%      1.84%      1.91%        N/A        N/A        N/A
Portfolio turnover rate +++...       149%       157%        99%        64%        61%        30%
Average commission rate per
 share paid on portfolio
 transactions +++.............  $  0.0490  $  0.0548        N/A        N/A        N/A        N/A
</TABLE>
 
- ------------------
+   All capital shares issued and outstanding as of March 31, 1993, were
    reclassified as Class A shares.
 
+++ Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the classes of shares
    issued.
 
*   These selected per share data were calculated based upon average shares
    outstanding during the period.
 
**  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 
(a) Not annualized.
 
(b) Annualized.
 
(c) Total investment return does not include sales charges.
N/A Not Applicable.
 
                               Prospectus Page 8
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                          AIM GLOBAL HEALTH CARE FUND
                                  (CONTINUED)
    
 
<TABLE>
<CAPTION>
                                                                    CLASS A+                           ADVISOR CLASS**
                                                      -------------------------------------   ---------------------------------
                                                       YEAR ENDED OCT.      AUG. 7, 1989       YEAR ENDED OCT.
                                                             31,            (COMMENCEMENT            31,          JUNE 1, 1995
                                                      ------------------  OF OPERATIONS) TO   ------------------       TO
                                                        1991      1990      OCT. 31, 1989      1997*     1996*    OCT. 31, 1995
                                                      --------  --------  -----------------   --------  --------  -------------
<S>                                                   <C>       <C>       <C>                 <C>       <C>       <C>
Per Share Operating Performance:
Net asset value, beginning of period................  $  12.83  $  11.83       $ 11.43        $  23.77  $  21.88    $  18.66
                                                      --------  --------      --------        --------  --------  -------------
Income from investment operations:
  Net investment income (loss)......................      0.03      0.06          0.01           (0.12)    (0.05)      (0.02)
  Net realized and unrealized gain (loss) on
   investments......................................      6.78      0.97          0.39            6.54      4.80        3.24
                                                      --------  --------      --------        --------  --------  -------------
  Net increase (decrease) from investment
   operations.......................................      6.81      1.03          0.40            6.42      4.75        3.22
                                                      --------  --------      --------        --------  --------  -------------
Distributions:
  From net investment income........................     (0.07)    (0.03)           --              --        --          --
  From net realized gain on investments.............     (0.28)       --            --           (1.85)    (2.86)         --
  In excess of net realized gain on investments.....        --        --            --              --        --          --
                                                      --------  --------      --------        --------  --------  -------------
    Total distributions.............................     (0.35)    (0.03)           --           (1.85)    (2.86)         --
                                                      --------  --------      --------        --------  --------  -------------
Net asset value, end of period......................  $  19.29  $  12.83       $ 11.83        $  28.34  $  23.77    $  21.88
                                                      --------  --------      --------        --------  --------  -------------
                                                      --------  --------      --------        --------  --------  -------------
Total investment return (c).........................     54.2%      8.7%          3.5%(a)       29.00%    23.82%      17.10%(a)
                                                      --------  --------      --------        --------  --------  -------------
                                                      --------  --------      --------        --------  --------  -------------
 
Ratios and supplemental data:
Net assets, end of period (in 000's)................  $552,897  $145,544       $49,903        $  6,819  $  1,152    $    539
Ratio of net investment income (loss) to average net
 assets:
  With expense reduction............................     0.19%     0.66%          3.2%(b)      (0.50)%   (0.21)%     (0.22)%(b)
  Without expense reduction.........................       N/A       N/A           N/A         (0.53)%   (0.25)%     (0.28)%(b)
Ratio of expenses to average net assets:
  With expense reduction............................     2.01%     2.39%          2.5%(b)        1.27%     1.30%       1.35%(b)
  Without expense reduction.........................       N/A       N/A           N/A           1.30%     1.34%       1.41%(b)
Portfolio turnover rate +++.........................       23%       34%          183%(b)         149%      157%         99%
Average commission rate per share paid on portfolio
 transactions +++...................................       N/A       N/A           N/A        $ 0.0490  $ 0.0548         N/A
</TABLE>
 
- ------------------
+   All capital shares issued and outstanding as of March 31, 1993, were
    reclassified as Class A shares.
 
+++ Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the classes of shares
    issued.
 
*   These selected per share data were calculated based upon average shares
    outstanding during the period.
 
**  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 
(a) Not annualized.
 
(b) Annualized.
 
(c) Total investment return does not include sales charges.
 
N/A Not Applicable.
 
                         ------------------------------
 
<TABLE>
<CAPTION>
                                                                                       AVERAGE MONTHLY
                                                                                          NUMBER OF
                                                                    AVERAGE MONTHLY      REGISTRANT'S      AVERAGE AMOUNT
                                                  AMOUNT OF DEBT    AMOUNT OF DEBT          SHARES           OF DEBT PER
                                                  OUTSTANDING AT      OUTSTANDING        OUTSTANDING        SHARE DURING
YEAR ENDED                                         END OF PERIOD   DURING THE PERIOD  DURING THE PERIOD      THE PERIOD
- ------------------------------------------------  ---------------  -----------------  ------------------  -----------------
<S>                                               <C>              <C>                <C>                 <C>
October 31, 1997................................        --             $ 323,288           24,106,677         $  0.0134
</TABLE>
 
                               Prospectus Page 9
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                 AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
            (FORMERLY GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND)
    
 
<TABLE>
<CAPTION>
                                                      CLASS A                                ADVISOR CLASS+
                                     -----------------------------------------  ----------------------------------------
                                                               DEC. 30, 1994
                                      YEAR ENDED OCT. 31,    (COMMENCEMENT OF     YEAR ENDED OCT. 31,     JUNE 1, 1995
                                     ----------------------   OPERATIONS) TO    -----------------------        TO
                                       1997*       1996*      OCT. 31, 1995*      1997*        1996*     OCT. 31, 1995*
                                     ----------  ----------  -----------------  ----------  -----------  ---------------
<S>                                  <C>         <C>         <C>                <C>         <C>          <C>
Per Share Operating Performance:
Net asset value, beginning of
 period............................  $    20.98  $    14.59    $       11.43    $    21.15  $     14.64   $       11.84
                                     ----------  ----------  -----------------  ----------  -----------  ---------------
Income from investment operations:
  Net investment income (loss).....       (0.15)      (0.22)            0.02**       (0.04)       (0.13)           0.04**
  Net realized and unrealized gain
   on investments..................        2.27        7.13             3.14          2.30         7.16            2.76
                                     ----------  ----------  -----------------  ----------  -----------  ---------------
  Net increase from investment
   operations......................        2.12        6.91             3.16          2.26         7.03            2.80
                                     ----------  ----------  -----------------  ----------  -----------  ---------------
Distributions:
  From net realized gain on
   investments.....................       (0.91)      (0.52)              --         (0.91)       (0.52)             --
                                     ----------  ----------  -----------------  ----------  -----------  ---------------
    Total distributions............       (0.91)      (0.52)              --         (0.91)       (0.52)             --
                                     ----------  ----------  -----------------  ----------  -----------  ---------------
Net asset value, end of period.....  $    22.19  $    20.98    $       14.59    $    22.50  $     21.15   $       14.64
                                     ----------  ----------  -----------------  ----------  -----------  ---------------
                                     ----------  ----------  -----------------  ----------  -----------  ---------------
Total investment return (c)........      10.55%      48.82%           27.65%(b)     11.15%       49.50%          23.65%(b)
                                     ----------  ----------  -----------------  ----------  -----------  ---------------
                                     ----------  ----------  -----------------  ----------  -----------  ---------------
 
Ratios and supplemental data:
Net assets, end of period (in
 000's)............................  $   62,637  $   76,900    $       4,082    $    6,047  $     7,446   $         164
Ratio of net investment income
 (loss) to average net assets:
  With expense reductions and
   reimbursement by the
   Sub-adviser.....................     (0.72)%     (1.14)%            0.20%(a)    (0.22)%      (0.64)%           0.70%(a)
  Without expense reductions and
   reimbursement by the
   Sub-adviser.....................     (0.87)%     (1.24)%         (11.11)%(a)    (0.37)%      (0.74)%        (10.61)%(a)
Ratio of expenses to average net
 assets:
  With expense reductions and
   reimbursement by the
   Sub-adviser.....................       1.84%       2.24%            2.32%(a)      1.34%        1.74%           1.82%(a)
  Without expense reductions and
   reimbursement by the
   Sub-adviser.....................       1.99%       2.34%           13.63%(a)      1.49%        1.84%          13.13%(a)
Portfolio turnover rate ++.........        392%        169%             240%(a)       392%         169%            240%(a)
Average commission rate per share
 paid on portfolio transactions
 ++................................  $   0.0319  $   0.0545              N/A    $   0.0319  $    0.0545             N/A
</TABLE>
 
- ------------------
+   Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 
++  Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the classes of shares
    issued. The Fund invests only in the Consumer Products and Services
    Portfolio and does not engage in securities transactions. Accordingly, the
    portfolio turnover and average commission rates presented are for the
    Consumer Products and Services Portfolio.
 
*   These selected per share data were calculated based upon average shares
    outstanding during the period.
 
**  Before reimbursement by the Sub-adviser, net investment income per share
    would have been reduced by $1.12 and $0.61, for Class A and Advisor Class,
    respectively.
 
(a) Annualized.
 
(b) Not annualized.
 
(c) Total investment return does not include sales charges.
 
N/A Not Applicable.
 
                            ------------------------
 
<TABLE>
<CAPTION>
                                                                                       AVERAGE MONTHLY
                                                                                          NUMBER OF
                                                                    AVERAGE MONTHLY      REGISTRANT'S      AVERAGE AMOUNT
                                                  AMOUNT OF DEBT    AMOUNT OF DEBT          SHARES           OF DEBT PER
                                                  OUTSTANDING AT      OUTSTANDING        OUTSTANDING        SHARE DURING
YEAR ENDED                                         END OF PERIOD   DURING THE PERIOD  DURING THE PERIOD      THE PERIOD
- ------------------------------------------------  ---------------  -----------------  ------------------  -----------------
<S>                                               <C>              <C>                <C>                 <C>
October 31, 1997................................        --             $ 103,293           8,302,173          $  0.0124
</TABLE>
 
                               Prospectus Page 10
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                       AIM GLOBAL TELECOMMUNICATIONS FUND
                  (FORMERLY GT GLOBAL TELECOMMUNICATIONS FUND)
    
<TABLE>
<CAPTION>
                                                                                       CLASS A+
                                                              ----------------------------------------------------------
                                                                                 YEAR ENDED OCT. 31,
                                                              ----------------------------------------------------------
                                                               1997(C)     1996(C)       1995      1994(C)       1993
                                                              ----------  ----------  ----------  ----------  ----------
<S>                                                           <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period........................  $    16.69  $    16.42  $    17.80  $    16.92  $    11.16
                                                              ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income (loss)..............................       (0.17)      (0.13)      (0.09)      (0.01)       0.08
  Net realized and unrealized gain (loss) on investments....        2.93        1.22       (0.43)       1.17        5.83
                                                              ----------  ----------  ----------  ----------  ----------
  Net increase (decrease) from investment operations........        2.76        1.09       (0.52)       1.16        5.91
                                                              ----------  ----------  ----------  ----------  ----------
Distributions:
  From net investment income................................          --          --          --       (0.01)      (0.15)
  From net realized gain on investments.....................       (1.41)      (0.82)      (0.86)      (0.27)         --
                                                              ----------  ----------  ----------  ----------  ----------
    Total distributions.....................................       (1.41)      (0.82)      (0.86)      (0.28)      (0.15)
                                                              ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..............................  $    18.04  $    16.69  $    16.42  $    17.80  $    16.92
                                                              ----------  ----------  ----------  ----------  ----------
                                                              ----------  ----------  ----------  ----------  ----------
Total investment return (d).................................      17.70%       7.00%     (2.88)%       7.02%       53.6%
                                                              ----------  ----------  ----------  ----------  ----------
                                                              ----------  ----------  ----------  ----------  ----------
 
Ratios and supplemental data:
Net assets, end of period (in 000's)........................  $  910,801  $1,204,428  $1,353,722  $1,644,402  $1,223,340
Ratio of net investment income to average net assets:
  With expense reductions...................................     (1.01)%     (0.84)%     (0.49)%     (0.02)%        0.8%
  Without expense reductions................................     (1.06)%     (0.89)%     (0.55)%         N/A         N/A
Ratio of expenses to average net assets:
  With expense reductions...................................       1.79%       1.74%       1.77%        1.8%        2.0%
  Without expense reductions................................       1.84%       1.79%       1.83%         N/A         N/A
Portfolio turnover rate ++..................................         35%         37%         62%         57%         41%
Average commission rate per share paid on portfolio
 transactions ++............................................  $   0.0085  $   0.0165         N/A         N/A         N/A
 
<CAPTION>
 
                                                               JAN. 27, 1992
                                                              (COMMENCEMENT OF
                                                               OPERATIONS) TO
                                                               OCT. 31, 1992
                                                              ----------------
<S>                                                           <C>
Per Share Operating Performance:
Net asset value, beginning of period........................     $    11.43
                                                              ----------------
Income from investment operations:
  Net investment income (loss)..............................           0.14*
  Net realized and unrealized gain (loss) on investments....          (0.41)
                                                              ----------------
  Net increase (decrease) from investment operations........          (0.27)
                                                              ----------------
Distributions:
  From net investment income................................             --
  From net realized gain on investments.....................             --
                                                              ----------------
    Total distributions.....................................             --
                                                              ----------------
Net asset value, end of period..............................     $    11.16
                                                              ----------------
                                                              ----------------
Total investment return (d).................................         (2.4)%(a)
                                                              ----------------
                                                              ----------------
Ratios and supplemental data:
Net assets, end of period (in 000's)........................     $  442,862
Ratio of net investment income to average net assets:
  With expense reductions...................................           2.1%*(b)
  Without expense reductions................................            N/A
Ratio of expenses to average net assets:
  With expense reductions...................................           2.3%*(b)
  Without expense reductions................................            N/A
Portfolio turnover rate ++..................................             4%(b)
Average commission rate per share paid on portfolio
 transactions ++............................................            N/A
</TABLE>
 
- ------------------
+   All capital shares issued and outstanding as of March 31, 1993, were
    reclassified as Class A shares.
 
++  Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the classes of shares
    issued.
 
*   Includes reimbursement by the Sub-adviser of Fund operating expenses of less
    than $0.01. Without such reimbursement, the annualized expense ratio would
    have been 2.30% and the annualized ratio of net investment income to average
    net assets would have been 2.04%.
 
(a) Not annualized.
 
(b) Annualized.
 
(c) These per share operating performance data were calculated based upon
    average shares outstanding during the year.
 
(d) Total investment return does not include sales charges.
 
N/A Not Applicable.
 
                               Prospectus Page 11
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                       AIM GLOBAL TELECOMMUNICATIONS FUND
                                  (CONTINUED)
    
 
<TABLE>
<CAPTION>
                                                                 ADVISOR CLASS**
                                                    -----------------------------------------
                                                       YEAR ENDED OCT. 31,      JUNE 1, 1995
                                                    -------------------------        TO
                                                      1997(C)       1996(C)     OCT. 31, 1995
                                                    -----------   -----------   -------------
<S>                                                 <C>           <C>           <C>
Per Share Operating Performance:
Net asset value, beginning of period..............   $    16.81    $    16.46     $  15.24
                                                    -----------   -----------   -------------
Income from investment operations:
  Net investment income (loss)....................        (0.09)        (0.05)          --
  Net realized and unrealized gain (loss) on
   investments....................................         2.97          1.22         1.22
                                                    -----------   -----------   -------------
  Net increase (decrease) from investment
   operations.....................................         2.88          1.17         1.22
                                                    -----------   -----------   -------------
Distributions:
  From net investment income......................           --            --           --
  From net realized gain on investments...........        (1.41)        (0.82)          --
                                                    -----------   -----------   -------------
    Total distributions...........................        (1.41)        (0.82)          --
                                                    -----------   -----------   -------------
Net asset value, end of period....................   $    18.28    $    16.81     $  16.46
                                                    -----------   -----------   -------------
                                                    -----------   -----------   -------------
Total investment return (d).......................       18.33%         7.49%        7.94%(a)
 
Ratios and supplemental data:
Net assets, end of period (in 000's)..............   $    4,783    $      945     $    681
Ratio of net investment income to average net
 assets:
  With expense reductions.........................      (0.51)%       (0.34)%        0.01%(b)
  Without expense reductions......................      (0.56)%       (0.39)%        0.07%(b)
Ratio of expenses to average net assets:
  With expense reductions.........................        1.29%         1.24%        1.27%(b)
  Without expense reductions......................        1.34%         1.29%        1.33%(b)
Portfolio turnover rate ++........................          35%           37%          62%
Average commission rate per share paid on
 portfolio transactions ++........................   $   0.0085    $   0.0165          N/A
</TABLE>
 
- --------------
+   All capital shares issued and outstanding as of March 31, 1993, were
    reclassified as Class A shares.
 
++  Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the classes of shares
    issued.
 
**  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 
(a) Not annualized.
 
(b) Annualized.
 
(c) These per share operating performance data were calculated based upon
    average shares outstanding during the year.
 
(d) Total investment return does not include sales charges.
 
N/A Not Applicable.
 
                         ------------------------------
 
<TABLE>
<CAPTION>
                                                                                       AVERAGE MONTHLY
                                                                                          NUMBER OF
                                                                    AVERAGE MONTHLY      REGISTRANT'S      AVERAGE AMOUNT
                                                  AMOUNT OF DEBT    AMOUNT OF DEBT          SHARES           OF DEBT PER
                                                  OUTSTANDING AT      OUTSTANDING        OUTSTANDING        SHARE DURING
YEAR ENDED                                         END OF PERIOD   DURING THE PERIOD  DURING THE PERIOD      THE PERIOD
- ------------------------------------------------  ---------------  -----------------  ------------------  -----------------
<S>                                               <C>              <C>                <C>                 <C>
October 31, 1997................................        --            $ 8,225,969         113,614,232         $  0.0724
</TABLE>
 
                               Prospectus Page 12
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                       AIM GLOBAL FINANCIAL SERVICES FUND
                  (FORMERLY GT GLOBAL FINANCIAL SERVICES FUND)
    
<TABLE>
<CAPTION>
                                                                CLASS A
                                          ----------------------------------------------------
                                                                                     MAY 31,
                                                                                       1994
                                                                                    (COMMENCEMENT      ADVISOR CLASS+
                                                                                        OF       ------------------------
                                                                                    OPERATIONS)
                                                    YEAR ENDED OCT. 31,             TO             YEAR ENDED OCT. 31,
                                          ---------------------------------------    OCT. 31,    ------------------------
                                            1997(D)       1996(D)       1995(D)        1994        1997(D)      1996(D)
                                          -----------   -----------   -----------   ----------   -----------   ----------
<S>                                       <C>           <C>           <C>           <C>          <C>           <C>
Per Share Operating Performance:
Net asset value, beginning of period....   $    14.20    $    11.92    $    11.62    $  11.43     $    14.26    $  11.95
                                          -----------   -----------   -----------   ----------   -----------   ----------
Income from investment operations:
  Net investment income (loss)..........         0.04          0.05*         0.17*       0.02*          0.12        0.12*
  Net realized and unrealized gain
   (loss) on investments................         3.97          2.36          0.13        0.17           4.01        2.36
                                          -----------   -----------   -----------   ----------   -----------   ----------
  Net increase (decrease) from
   investment operations................         4.01          2.41          0.30        0.19           4.13        2.48
                                          -----------   -----------   -----------   ----------   -----------   ----------
Distributions:
  From net investment income............           --         (0.12)           --          --             --       (0.16)
  From net realized gain on
   investments..........................        (0.99)        (0.01)           --          --          (0.99)      (0.01)
                                          -----------   -----------   -----------   ----------   -----------   ----------
    Total distributions.................        (0.99)        (0.13)           --          --          (0.99)      (0.17)
                                          -----------   -----------   -----------   ----------   -----------   ----------
Net asset value, end of period..........   $    17.22    $    14.20    $    11.92    $  11.62     $    17.40    $  14.26
                                          -----------   -----------   -----------   ----------   -----------   ----------
                                          -----------   -----------   -----------   ----------   -----------   ----------
Total investment return (b).............       29.91%        20.21%         2.58%       1.66%(c)      30.52%      20.87%
                                          -----------   -----------   -----------   ----------   -----------   ----------
                                          -----------   -----------   -----------   ----------   -----------   ----------
 
Ratios and supplemental data:
Net assets, end of period (in 000's)....   $   29,639    $    7,302    $    5,687    $  3,175     $    3,738    $     72
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement from the Sub-adviser...        0.23%         0.41%         1.46%       0.66%(a)       0.73%       0.91%
  Without expense reductions and
   reimbursement from the Sub-adviser...        0.16%       (0.66)%       (5.34)%     (7.26)%(a)       0.66%(a)   (0.16)%
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement from the Sub-adviser...        2.29%         2.32%         2.34%       2.40%(a)       1.79%       1.82%
  Without expense reductions and
   reimbursement from the Sub-adviser...        2.36%         3.39%         9.14%      10.32%(a)       1.86%       2.89%
Portfolio turnover rate ++..............          91%          103%          170%         53%(a)         91%        103%
Average commission rate per share paid
 on portfolio transactions ++...........   $   0.0014    $   0.0080           N/A         N/A     $   0.0014    $ 0.0080
 
<CAPTION>
 
                                          JUNE 1, 1995
                                               TO
                                            OCT. 31,
                                            1995(D)
                                          ------------
<S>                                       <C>
Per Share Operating Performance:
Net asset value, beginning of period....    $ 11.09
                                          ------------
Income from investment operations:
  Net investment income (loss)..........       0.09*
  Net realized and unrealized gain
   (loss) on investments................       0.77
                                          ------------
  Net increase (decrease) from
   investment operations................       0.86
                                          ------------
Distributions:
  From net investment income............         --
  From net realized gain on
   investments..........................         --
                                          ------------
    Total distributions.................         --
                                          ------------
Net asset value, end of period..........    $ 11.95
                                          ------------
                                          ------------
Total investment return (b).............      7.75%(c)
                                          ------------
                                          ------------
Ratios and supplemental data:
Net assets, end of period (in 000's)....    $    31
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement from the Sub-adviser...      1.96%(a)
  Without expense reductions and
   reimbursement from the Sub-adviser...    (4.84)%(a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement from the Sub-adviser...      1.84%(a)
  Without expense reductions and
   reimbursement from the Sub-adviser...      8.64%(a)
Portfolio turnover rate ++..............       170%
Average commission rate per share paid
 on portfolio transactions ++...........        N/A
</TABLE>
 
- ------------------
(a) Annualized.
 
(b) Total investment return does not include sales charges.
 
(c) Not annualized.
 
(d) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
   
*   Before reimbursement by the Sub-adviser, the net investment income per share
    would have been reduced by $0.13 for Class A and Advisor Class for the year
    ended Oct. 31, 1996, $0.59 and $0.30 for Class A and Advisor Class,
    respectively, for the period ended Oct. 31, 1995, and $0.23 for Class A from
    May 31, 1994 to Oct. 31, 1994.
    
 
+   Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 
++  Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the class of shares
    issued. The Fund invests only in the Financial Services Portfolio and does
    not engage in securities transactions. Accordingly, the portfolio turnover
    and average commission rates presented are for the Financial Services
    Portfolio.
 
N/A Not Applicable.
 
                               Prospectus Page 13
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                         AIM GLOBAL INFRASTRUCTURE FUND
                    (FORMERLY GT GLOBAL INFRASTRUCTURE FUND)
    
<TABLE>
<CAPTION>
                                                            CLASS A
                                          --------------------------------------------
                                                                       MAY 31, 1994
                                             YEAR ENDED OCT. 31,       (COMMENCEMENT
                                          -------------------------  OF OPERATIONS) TO
                                          1997(D)  1996(D)   1995      OCT. 31, 1994
                                          -------  -------  -------  -----------------
<S>                                       <C>      <C>      <C>      <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $ 14.42  $ 12.11  $ 12.47       $ 11.43
                                          -------  -------  -------      --------
Income from investment operations:
  Net investment income (loss)..........    (0.01)   (0.03)   (0.03)*         0.01*
  Net realized and unrealized gain
   (loss) on investments................     1.32     2.34    (0.33)         1.03
                                          -------  -------  -------      --------
  Net increase (decrease) from
   investment operations................     1.31     2.31    (0.36)         1.04
                                          -------  -------  -------      --------
Distributions:
  From net realized gain on
   investments..........................    (0.72)      --       --            --
    Total distributions.................    (0.72)      --       --            --
Net asset value, end of period..........  $ 15.01  $ 14.42  $ 12.11       $ 12.47
                                          -------  -------  -------      --------
                                          -------  -------  -------      --------
Total investment return (c).............    9.38%   19.08%  (2.89)%         9.10%(b)
                                          -------  -------  -------      --------
                                          -------  -------  -------      --------
 
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $38,281  $38,397  $36,241       $23,615
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by the Sub-adviser.....  (0.09)%  (0.19)%  (0.32)%         0.41%(a)
  Without expense reductions and
   reimbursement by the Sub-adviser.....  (0.17)%  (0.30)%  (0.58)%       (0.47)%(a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by the Sub-adviser.....    2.00%    2.14%    2.36%         2.40%(a)
  Without expense reductions and
   reimbursement by the Sub-adviser.....    2.08%    2.25%    2.62%         3.28%(a)
Portfolio turnover rate ++..............      41%      41%      45%           18%
Average commission rate per share paid
 on portfolio transactions ++...........  $0.0046  $0.0109      N/A           N/A
 
<CAPTION>
                                                  ADVISOR CLASS+
                                          -------------------------------
 
                                             YEAR ENDED
                                              OCT. 31,      JUNE 1, 1995
                                          ----------------       TO
                                          1997(D)  1996(D)  OCT. 31, 1995
                                          -------  -------  -------------
<S>                                       <C>      <C>      <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $ 14.52  $ 12.14     $ 12.00
                                          -------  -------  -------------
Income from investment operations:
  Net investment income (loss)..........     0.05     0.04        0.02*
  Net realized and unrealized gain
   (loss) on investments................     1.38     2.34        0.12
                                          -------  -------  -------------
  Net increase (decrease) from
   investment operations................     1.43     2.38        0.14
                                          -------  -------  -------------
Distributions:
  From net realized gain on
   investments..........................    (0.72)      --          --
    Total distributions.................    (0.72)      --          --
Net asset value, end of period..........  $ 15.23  $ 14.52     $ 12.14
                                          -------  -------  -------------
                                          -------  -------  -------------
Total investment return (c).............   10.10%   19.60%       1.17%(b)
                                          -------  -------  -------------
                                          -------  -------  -------------
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 2,539  $   344     $   216
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by the Sub-adviser.....    0.41%    0.31%       0.18%(a)
  Without expense reductions and
   reimbursement by the Sub-adviser.....    0.33%    0.20%     (0.08)%(a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by the Sub-adviser.....    1.50%    1.64%       1.86%(a)
  Without expense reductions and
   reimbursement by the Sub-adviser.....    1.58%    1.75%       2.12%(a)
Portfolio turnover rate ++..............      41%      41%         45%
Average commission rate per share paid
 on portfolio transactions ++...........  $0.0046  $0.0109         N/A
</TABLE>
 
- ------------------
(a) Annualized.
 
(b) Not annualized.
 
(c) Total investment return does not include sales charges.
 
(d) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
*   Before reimbursement by the Sub-adviser, the net investment income per share
    would have been reduced by $0.03 for Class A shares and $0.02 for Advisor
    Class for the year ended Oct. 31, 1995. Net investment income per share
    would have been reduced by $0.02 for Class A from May 31, 1994 to Oct. 31,
    1994.
 
+   Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 
++  Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the class of shares
    issued. The Fund invests only in the Infrastructure Portfolio and does not
    engage in securities transactions. Accordingly, the portfolio turnover and
    average commission rates presented are for the Infrastructure Portfolio.
 
N/A Not Applicable.
 
                               Prospectus Page 14
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                           AIM GLOBAL RESOURCES FUND
                  (FORMERLY GT GLOBAL NATURAL RESOURCES FUND)
    
<TABLE>
<CAPTION>
                                                                                           CLASS A
                                                                   --------------------------------------------------------
                                                                                                            MAY 31, 1994
                                                                            YEAR ENDED OCT. 31,             (COMMENCEMENT
                                                                   -------------------------------------  OF OPERATIONS) TO
                                                                     1997(D)      1996(D)       1995        OCT. 31, 1994
                                                                   -----------  -----------  -----------  -----------------
<S>                                                                <C>          <C>          <C>          <C>
Per Share Operating Performance:
Net asset value, beginning of period.............................  $     17.43  $     11.44  $     12.41     $     11.43
                                                                   -----------  -----------  -----------        --------
Income from investment operations:
  Net investment income (loss)...................................        (0.25)       (0.24)        0.04*           0.06*
  Net realized and unrealized gain (loss) on investments.........         4.08         6.28        (0.98)           0.92
                                                                   -----------  -----------  -----------        --------
Net increase (decrease) from investment operations...............         3.83         6.04        (0.94)           0.98
                                                                   -----------  -----------  -----------        --------
Distributions:
  From net investment income.....................................           --        (0.04)       (0.03)             --
  From net realized gain on investments..........................        (0.61)       (0.01)          --              --
                                                                   -----------  -----------  -----------        --------
    Total distributions..........................................        (0.61)       (0.05)       (0.03)             --
                                                                   -----------  -----------  -----------        --------
                                                                   -----------  -----------  -----------        --------
Net asset value, end of period...................................  $     20.65  $     17.43  $     11.44     $     12.41
                                                                   -----------  -----------  -----------        --------
                                                                   -----------  -----------  -----------        --------
Total investment return (c)......................................       22.64%       53.04%      (7.58)%           8.57%(b)
                                                                   -----------  -----------  -----------        --------
                                                                   -----------  -----------  -----------        --------
 
Ratios and supplemental data:
Net assets, end of period (in 000's).............................  $    69,975  $    48,729  $    12,598     $    14,797
Ratio of net investment income (loss) to average net assets:
  With expense reductions and reimbursement from the
   Sub-adviser...................................................      (1.41)%      (1.55)%        0.41%           2.63%(a)
  Without expense reductions and reimbursement from the
   Sub-adviser...................................................      (1.51)%      (1.65)%      (0.69)%           0.65%(a)
Ratio of expenses to average net assets:
  With expense reductions and reimbursement from the
   Sub-adviser...................................................        2.03%        2.20%        2.37%           2.40%(a)
  Without expense reductions and reimbursement from the
   Sub-adviser...................................................        2.13%        2.30%        3.47%           4.38%(a)
Portfolio turnover rate ++.......................................         321%          94%          87%            137%
Average commission rate per share paid on portfolio transactions
 ++..............................................................  $    0.0112  $    0.0243          N/A             N/A
 
<CAPTION>
                                                                               ADVISOR CLASS+
                                                                   ---------------------------------------
 
                                                                     YEAR ENDED OCT. 31,     JUNE 1, 1995
                                                                   -----------------------        TO
                                                                    1997(D)      1996(D)    OCT. 31, 1995
                                                                   ----------  -----------  --------------
<S>                                                                <C>         <C>          <C>
Per Share Operating Performance:
Net asset value, beginning of period.............................  $    17.47  $     11.47   $      11.45
                                                                   ----------  -----------  --------------
Income from investment operations:
  Net investment income (loss)...................................       (0.14)       (0.17)          0.11*
  Net realized and unrealized gain (loss) on investments.........        4.08         6.28          (0.09)
                                                                   ----------  -----------  --------------
Net increase (decrease) from investment operations...............        3.94         6.11           0.02
                                                                   ----------  -----------  --------------
Distributions:
  From net investment income.....................................          --        (0.10)            --
  From net realized gain on investments..........................       (0.61)       (0.01)            --
                                                                   ----------  -----------  --------------
    Total distributions..........................................       (0.61)       (0.11)            --
                                                                   ----------  -----------  --------------
                                                                   ----------  -----------  --------------
Net asset value, end of period...................................  $    20.80  $     17.47   $      11.47
                                                                   ----------  -----------  --------------
                                                                   ----------  -----------  --------------
Total investment return (c)......................................      23.23%       53.76%          0.17%(b)
                                                                   ----------  -----------  --------------
                                                                   ----------  -----------  --------------
Ratios and supplemental data:
Net assets, end of period (in 000's).............................  $   14,886  $     5,502   $         95
Ratio of net investment income (loss) to average net assets:
  With expense reductions and reimbursement from the
   Sub-adviser...................................................     (0.91)%      (1.05)%          0.91%(a)
  Without expense reductions and reimbursement from the
   Sub-adviser...................................................     (1.01)%      (1.15)%        (0.19)%(a)
Ratio of expenses to average net assets:
  With expense reductions and reimbursement from the
   Sub-adviser...................................................       1.53%        1.70%          1.87%(a)
  Without expense reductions and reimbursement from the
   Sub-adviser...................................................       1.63%        1.80%          2.97%(a)
Portfolio turnover rate ++.......................................        321%          94%            87%
Average commission rate per share paid on portfolio transactions
 ++..............................................................  $   0.0112  $    0.0243            N/A
</TABLE>
 
- ------------------
(a) Annualized.
 
(b) Not annualized.
 
(c) Total investment return does not include sales charges.
 
(d) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
*   Before reimbursement by the Sub-adviser, the net investment income per share
    would have been reduced by $0.14 and $0.12 for Class A and Advisor Class,
    respectively, for the period ended Oct. 31, 1995, and $0.04 for Class A from
    May 31, 1994 to Oct. 31, 1994.
 
+   Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 
   
++  Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing among the classes of shares
    issued. The Fund invests only in the Resources Portfolio and does not engage
    in securities transactions. Accordingly, the portfolio turnover and average
    commission rates presented are for the Resources Portfolio.
    
 
N/A Not Applicable.
 
                         ------------------------------
 
<TABLE>
<CAPTION>
                                                                                       AVERAGE MONTHLY
                                                                                          NUMBER OF
                                                                    AVERAGE MONTHLY      REGISTRANT'S      AVERAGE AMOUNT
                                                  AMOUNT OF DEBT    AMOUNT OF DEBT          SHARES           OF DEBT PER
                                                  OUTSTANDING AT      OUTSTANDING        OUTSTANDING        SHARE DURING
YEAR ENDED                                         END OF PERIOD   DURING THE PERIOD  DURING THE PERIOD      THE PERIOD
- ------------------------------------------------  ---------------  -----------------  ------------------  -----------------
<S>                                               <C>              <C>                <C>                 <C>
October 31, 1997................................    $ 4,670,000        $ 999,474           7,868,612          $  0.1270
</TABLE>
 
                               Prospectus Page 15
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                             INVESTMENT OBJECTIVES
                                  AND POLICIES
 
- --------------------------------------------------------------------------------
 
FINANCIAL SERVICES FUND
The Financial Services Fund's investment objective is long-term capital growth.
It seeks its objective by investing all of its investable assets in the
Financial Services Portfolio, which, in turn, invests primarily in equity
securities of companies throughout the world that operate in the financial
services industries. The Financial Services Portfolio's investment objective is
identical to that of the Financial Services Fund.
 
At least 65% of the Financial Services Portfolio's total assets normally will be
invested in common and preferred stocks and warrants to acquire such securities
issued by financial services companies. A "financial services" company is an
entity in which (i) at least 50% of either the revenues or earnings was derived
from financial services activities, or (ii) at least 50% of the assets was
devoted to such activities, based on the company's most recent fiscal year. The
remainder of the Financial Services Portfolio's assets may be invested in debt
securities issued by financial services companies and/or equity and debt
securities of companies outside of the financial services industries, which, in
the opinion of the Sub-adviser, stand to benefit from developments in the
financial services industries.
 
GLOBAL FINANCIAL SERVICES INDUSTRIES INVESTMENT. Examples of financial services
companies include commercial banks and savings institutions and loan
associations and their holding companies; consumer and industrial finance
companies; diversified financial services companies; investment banks; insurance
brokerages; securities brokerage and investment advisory companies; real
estate-related companies; leasing companies; and a variety of firms in all
segments of the insurance field such as multi-line, property and casualty and
life insurance and insurance holding companies.
 
The Sub-adviser believes an accelerating rate of global economic interdependence
will lead to significant growth in the demand for financial services. In
addition, in the Sub-adviser's view, as the industries evolve, opportunities
will emerge for those companies positioned for the future. Thus, the Sub-adviser
expects that banking and related financial institution consolidation in the
developed countries, increased demand for retail borrowing in developing
countries, a growing need for international trade-based financing, a rising
demand for sophisticated risk management, the proliferating number of liquid
securities markets around the world, and larger concentrations of investable
assets should lead to growth in financial service companies that are positioned
for the future.
 
INFRASTRUCTURE FUND
The Infrastructure Fund's investment objective is long-term capital growth. It
seeks its objective by investing all of its investable assets in the
Infrastructure Portfolio, which, in turn, invests primarily in equity securities
of companies throughout the world that design, develop or provide products and
services significant to a country's infrastructure. The Infrastructure
Portfolio's investment objective is identical to that of the Infrastructure
Fund.
 
At least 65% of the Infrastructure Portfolio's total assets normally will be
invested in common and preferred stocks and warrants to acquire such securities
issued by infrastructure companies. An "infrastructure" company is an entity in
which (i) at least 50% of either the revenues or earnings was derived from
infrastructure activities, or (ii) at least 50% of the assets was devoted to
such activities, based on the company's most recent fiscal year. The remainder
of the Infrastructure Portfolio's assets may be invested in debt securities
issued by infrastructure companies and/or equity and debt securities of
companies outside of the infrastructure industries, which, in the opinion of the
Sub-adviser, stand to benefit from developments in the infrastructure
industries.
 
GLOBAL INFRASTRUCTURE INDUSTRIES INVESTMENT. Examples of infrastructure
companies include those engaged in designing, developing or providing the
following products and services: electricity production; oil, gas, and coal
exploration, development, production and distribution; water supply, including
water treatment facilities; nuclear power and other alternative energy sources;
transportation, including the construction or operation of transportation
systems; steel, concrete, or similar types of products; communications equipment
and services (including equipment and services for both data and voice
 
                               Prospectus Page 16
<PAGE>
                             AIM GLOBAL THEME FUNDS
transmission); mobile communications and cellular radio/paging; emerging
technologies combining telephone, television and/or computer systems; and other
products and services, which, in the Sub-adviser's judgment, constitute services
significant to the development of a country's infrastructure.
 
The Sub-adviser believes that a country's infrastructure is one key to the
long-term success of that country's economy. The Sub-adviser believes that
adequate energy, transportation, water, and communications systems are essential
elements for long-term economic growth. The Sub-adviser believes that many
developing nations, especially in Asia and Latin America, plan to make
significant expenditures to the development of their infrastructure in the
coming years, which is expected to facilitate increased levels of services and
manufactured goods.
 
In the developed countries of North America, Europe, Japan and the Pacific Rim,
the Sub-adviser expects that the replacement and upgrade of transportation and
communications systems should stimulate growth in the infrastructure industries
of those countries. In addition, in the Sub-adviser's view, deregulation of
telecommunications and electric and gas utilities in many countries is promoting
significant changes in these industries.
 
The Sub-adviser believes that strong economic growth in developing countries and
infrastructure replacement, upgrade, and deregulation in more developed
countries provide an environment for favorable investment opportunities in
infrastructure companies worldwide. In addition, the long-term growth rates of
certain foreign countries' economies may be substantially higher than the
long-term growth rate of the U.S. economy. An integral aspect of certain foreign
countries' economies may be the development or improvement of their
infrastructure.
 
   
RESOURCES FUND
    
   
The Resources Fund's investment objective is long-term capital growth. It seeks
its objective by investing all of its investable assets in the Resources
Portfolio, which, in turn, invests primarily in equity securities of companies
throughout the world that own, explore or develop natural resources and other
basic commodities or supply goods and services to such companies. The Resources
Portfolio's investment objective is identical to that of the Resources Fund.
    
 
   
At least 65% of the Resources Portfolio's total assets will normally be invested
in common stock and preferred stock, and warrants to acquire such securities,
issued by natural resource companies. A "natural resource" company is an entity
in which (i) at least 50% of either the revenues or earnings was derived from
natural resource activities, or (ii) at least 50% of the assets was devoted to
such activities, based upon the company's most recent fiscal year. The remainder
of the Resources Portfolio's assets may be invested in debt securities issued by
natural resource companies and/or equity and debt securities of companies
outside of the natural resource industries, which, in the opinion of the
Sub-adviser, stand to benefit from developments in the natural resource
industries.
    
 
   
GLOBAL RESOURCES INDUSTRIES INVESTMENT. Examples of natural resource companies
include those which own, explore or develop: energy sources (such as oil, gas
and coal); ferrous and non-ferrous metals (such as iron, aluminum, copper,
nickel, zinc and lead), strategic metals (such as uranium and titanium) and
precious metals (such as gold, silver and platinum); chemicals; forest products
(such as timber, coated and uncoated tree sheet, pulp and newsprint); other
basic commodities (such as foodstuffs); refined products (such as chemicals and
steel) and service companies that sell to these producers and refiners; and
other products and services, which, in the Sub-adviser's opinion are significant
to the ownership and development of natural resources and other basic
commodities.
    
 
The Sub-adviser believes that the liberalization of formerly socialist economies
will bring about dramatic changes in both the supply and demand for natural
resources. In addition, rapid industrialization in developing countries of Asia
and Latin America is generating new demands for industrial materials that are
affecting world commodities markets. The Sub-adviser believes these changes are
likely to create investment opportunities that benefit from new sources of
supply and/or from changes in commodities prices.
 
The Sub-adviser also believes that investments in natural resource industries
offer an opportunity to protect wealth against the capital-eroding effects of
inflation. During periods of accelerating inflation or currency uncertainty,
worldwide investment demand for natural resources, particularly precious metals,
tends to increase, and during periods of disinflation or currency stability, it
tends to decrease. The Sub-adviser believes that rising commodity prices and
increasing worldwide industrial production may favorably affect share
 
                               Prospectus Page 17
<PAGE>
                             AIM GLOBAL THEME FUNDS
prices of natural resource companies, and investments in such companies can
offer excellent opportunities to offset the effects of inflation.
 
CONSUMER PRODUCTS AND SERVICES FUND
The Consumer Products and Services Fund's investment objective is long-term
capital growth. It seeks its objective by investing all of its investable assets
in the Consumer Products and Services Portfolio, which, in turn, invests
primarily in equity securities of companies throughout the world that
manufacture, market, retail or distribute consumer products and services. The
Consumer Products and Services Portfolio's investment objective is identical to
that of the Consumer Products and Services Fund.
 
At least 65% of the Consumer Products and Services Portfolio's total assets
normally will be invested in common and preferred stocks and warrants to acquire
such securities issued by consumer products and services companies. A "consumer
products or services" company is an entity in which (i) at least 50% of either
the revenues or earnings was derived from activities relating to consumer
products or services, or (ii) at least 50% of the assets was devoted to such
activities, based on the company's most recent fiscal year. The remainder of the
Consumer Products and Services Portfolio's assets may be invested in debt
securities issued by consumer products or services companies and/or equity and
debt securities of companies outside the consumer products or services
industries, which, in the opinion of the Sub-adviser, stand to benefit from
developments in such industries.
 
GLOBAL CONSUMER PRODUCTS AND SERVICES INDUSTRIES INVESTMENT. Examples of
consumer products and services companies include those that manufacture, market,
retail, or distribute: durable goods (such as homes, household goods,
automobiles, boats, furniture and appliances, and computers); non-durable goods
(such as food and beverages and apparel); media, entertainment, broadcasting,
publishing and sports-related goods and services (such as television and radio
broadcast, motion pictures, wireless communications, gaming casinos, theme
parks, restaurants and lodging); and goods and services to companies in the
foregoing industries (such as advertisers, textile companies and distribution
and shipping companies).
 
The Consumer Products and Services Portfolio expects that a significant portion
of its assets may be invested in the securities of U.S. issuers from time to
time, particularly those that market their products globally. However, consumer
products and services companies of a particular nation or region of the world
are often operated and owned in their local markets, close to their customers.
These companies, the Sub-adviser believes, may offer superior opportunities for
capital growth as compared to their larger, multinational counterparts. Certain
global markets may be more attractive than others from time to time; companies
dependent on U.S. markets, for example, may be outperformed by companies not
dependent on U.S. markets.
 
The Sub-adviser also believes that the demand for consumer products and services
worldwide will increase along with rising disposable incomes in both developed
and developing nations. Emerging economies, such as those in China, Southeast
Asia, Eastern Europe and Latin America, offer opportunities for the growth and
expansion of consumer markets. These regions currently comprise a growing source
of inexpensive consumer products for export and a growing source of demand for
consumer products and services as the disposable incomes of their populations
increase. In the Sub-adviser's view, these changes are likely to create
investment opportunities in companies, both local and multinational, that are
able to employ innovative manufacturing, marketing, retailing and distribution
methods to open new markets and/or expand existing markets.
 
HEALTH CARE FUND
The Health Care Fund's investment objective is long-term capital appreciation.
It seeks its objective by investing primarily in equity securities of health
care companies throughout the world.
 
At least 65% of the Health Care Fund's total assets normally will be invested in
common and preferred stocks, and warrants to acquire such securities, issued by
health care companies. A "health care" company is an entity in which (i) at
least 50% of either the revenues or earnings was derived from health care
activities, or (ii) at least 50% of the assets was devoted to such activities,
based on the company's most recent fiscal year. The remainder of the Health Care
Fund's assets may be invested in debt securities issued by health care companies
and/or equity and debt securities of companies outside of the health care
industry, which, in the opinion of the Sub-adviser, stand to benefit from
developments in the health care industries.
 
GLOBAL HEALTH CARE INDUSTRIES INVESTMENT. Examples of health care companies
include those that are substantially engaged in the design, manufacture
 
                               Prospectus Page 18
<PAGE>
                             AIM GLOBAL THEME FUNDS
or sale of products or services used for or in connection with health care or
medicine. Such firms may include pharmaceutical companies; firms that design,
manufacture, sell or supply medical, dental and optical products, hardware or
services; companies involved in biotechnology, medical diagnostic, and
biochemical research and development; and companies involved in the ownership
and/or operation of health care facilities.
 
The Health Care Fund expects that, from time to time, a significant portion of
its assets may be invested in the securities of U.S. issuers. Health care
industries, however, are global industries with significant, growing markets
outside of the United States. A sizeable portion of the companies which comprise
the health care industries are headquartered outside of the United States, and
many important pharmaceutical and biotechnology discoveries and technological
breakthroughs have occurred outside of the United States, primarily in Japan,
the United Kingdom and Western Europe.
 
The Sub-adviser believes that the global health care industries offer attractive
long-term supply/ demand dynamics. While the United States, Western Europe, and
Japan presently account for a substantial portion of health care expenditures,
this should change dramatically in the coming decade if the populations of
developing countries devote an increasing percentage of income to health care.
Additionally, the Sub-adviser believes demographics on aging point to a
significant increase in demand from the industrialized nations, as the elderly
account for a growing proportion of worldwide health care spending. Finally, in
the Sub-adviser's view, technology will continue to expand the range of products
and services offered, with new drugs, medical devices and surgical procedures
addressing medical conditions previously considered untreatable.
 
In addition to these underlying trends, the United States is presently
experiencing a period of rapid and profound change in its own health care
system, marked by the rise of managed care, the formation of health care
delivery networks, and widespread consolidation across all segments of the
industry. The Sub-adviser believes that this transition offers investment
opportunities in those companies acting as consolidators or otherwise gaining
market share at the expense of less efficient competitors.
 
TELECOMMUNICATIONS FUND
The Telecommunications Fund's investment objective is long-term growth of
capital. It seeks its objective by investing primarily in equity securities of
companies throughout the world engaged in the development, manufacture or sale
of telecommunications services or equipment.
 
At least 65% of the Telecommunications Fund's total assets normally will be
invested in common and preferred stocks and warrants to acquire such securities
issued by telecommunications companies. A "telecommunications" company is an
entity in which (i) at least 50% of either its revenues or earnings was derived
from telecommunications activities, or (ii) at least 50% of its assets was
devoted to telecommunications activities, based on the company's most recent
fiscal year. The remainder of the assets of the Telecommunications Fund may be
invested in debt securities issued by telecommunications companies and/or equity
and debt securities of companies outside of the telecommunications industry
which, in the opinion of the Sub-adviser, stand to benefit from developments in
the telecommunications industries.
 
GLOBAL TELECOMMUNICATIONS INDUSTRIES INVESTMENT. Telecommunications companies
cover a variety of sectors, ranging from companies concentrating on established
technologies to those primarily engaged in emerging or developing technologies.
The characteristics of companies focusing on the same technology will vary among
countries depending upon the extent to which the technology is established in
the particular country. The Sub-adviser will allocate the Telecommunications
Fund's investments among these sectors depending upon its assessment of their
relative long-term growth potential.
 
Examples of telecommunications companies include those engaged in designing,
developing or providing the following products and services: communications
equipment and services (including equipment and services for both data and voice
transmission); electronic components and equipment; broadcasting (including
television and radio, satellite, microwave and cable television and
narrowcasting); computer equipment, mobile communications and cellular
radio/paging; electronic mail; local and wide area networking and linkage of
word and data processing systems; publishing and information systems; videotext
and teletext; and emerging technologies combining telephone, television and/or
computer systems.
 
The Sub-adviser believes that there are opportunities for continued growth in
demand for components, products, media and systems to collect, store, retrieve,
transmit, process, distribute,
 
                               Prospectus Page 19
<PAGE>
                             AIM GLOBAL THEME FUNDS
record, reproduce and use information. The pervasive societal impact of
communications and information technologies has been accelerated by the lower
costs and higher efficiencies that result from the blending of computers with
telecommunications systems. Accordingly, companies engaged in the production of
methods for using electronic and, potentially, video technology to communicate
information are expected to be important in the Telecommunications Fund's
portfolio. Older technologies, such as photography and print also may be
represented, however.
 
SELECTION OF INVESTMENTS AND ASSET ALLOCATION. Each Theme Portfolio expects
that, from time to time, a significant portion of its assets may be invested in
the securities of domestic issuers. Each industry represented in the Theme
Portfolios, however, is a global industry with significant, growing markets
outside of the United States. A sizeable proportion of the companies which
comprise such industries are headquartered outside of the United States.
 
For these reasons, the Sub-adviser believes that a portfolio composed only of
securities of U.S. issuers does not provide the greatest potential for return
from a Theme Portfolio investment. The Sub-adviser uses its financial expertise
in markets located throughout the world and the substantial global resources of
AMVESCAP PLC in attempting to identify those countries and companies then
providing the greatest potential for long-term capital appreciation. In this
fashion, the Sub-adviser seeks to enable shareholders to capitalize on the
substantial investment opportunities and the potential for long-term growth of
capital presented by the global industries represented in the Theme Portfolios.
 
   
The Sub-adviser allocates each Theme Portfolio's assets among securities of
countries and in currency denominations where opportunities for meeting each
Theme Portfolio's investment objective are expected to be the most attractive.
Each Theme Portfolio may invest substantially in securities denominated in one
or more currencies. Under normal conditions, each Theme Portfolio invests in the
securities of issuers located in at least three countries, including the United
States; investments in securities of issuers in any one country, other than the
United States, will represent no more than 40% of the Financial Services
Portfolio's and the Telecommunication Fund's total assets, and no more than 50%
of the Infrastructure Portfolio's, the Resources Portfolio's, the Health Care
Fund's and the Consumer Products and Services Portfolio's total assets.
    
In analyzing specific companies for possible investment, the Sub-adviser
ordinarily looks for several of the following characteristics: above-average per
share earnings growth; high return on invested capital; a healthy balance sheet;
sound financial and accounting policies and overall financial strength; strong
competitive advantages; effective research and product development and
marketing; development of new technologies; efficient service; pricing
flexibility; strong management; and general operating characteristics that will
enable the companies to compete successfully in their respective markets.
 
   
In assessing companies for the Resources Portfolio, the Sub-adviser will also
evaluate, among other factors, their capabilities for expanded exploration and
production, superior exploration programs and production techniques and
facilities, current inventories, expected production and demand levels and the
potential to accumulate new resources.
    
 
   
TEMPORARY DEFENSIVE STRATEGIES. In the interest of preserving shareholders'
capital, the Sub-adviser may employ a temporary defensive investment strategy if
it determines such a strategy to be warranted due to market, economic or
political conditions. Under a defensive strategy, each Theme Portfolio may
invest up to 100% of its total assets in cash (U.S. dollars, foreign currencies
or multinational currency units) and/or high quality debt securities or money
market instruments of U.S. or foreign issuers. In addition, for temporary
defensive purposes, most or all of each Theme Portfolio's investments may be
made in the United States and denominated in U.S. dollars. To the extent any
Theme Portfolio adopts a temporary defensive posture, it will not be invested so
as to achieve directly its investment objective. In addition, pending investment
of proceeds from new sales of Fund shares or to meet its ordinary daily cash
needs, each Theme Portfolio may hold cash (U.S. dollars, foreign currencies or
multinational currency units) and may invest in foreign or domestic high quality
money market instruments. For a full description of money market instruments,
see "Money Market Instruments" in the Investment Objectives and Policies section
of the Statement of Additional Information.
    
 
PRIVATIZATIONS. The governments of some foreign countries have been engaged in
programs of selling part or all of their stakes in government owned or
controlled enterprises ("privatizations").
 
                               Prospectus Page 20
<PAGE>
                             AIM GLOBAL THEME FUNDS
The Sub-adviser believes that privatizations may offer opportunities for
significant capital appreciation and intends to invest assets of the Theme
Portfolios in privatizations in appropriate circumstances. In certain foreign
countries, the ability of foreign entities such as the Theme Portfolios to
participate in privatizations may be limited by local law, or the terms on which
the Theme Portfolios may be permitted to participate may be less advantageous
than those for local investors. There can be no assurance that foreign
governments will continue to sell companies currently owned or controlled by
them or that privatization programs will be successful.
 
   
INVESTMENTS IN OTHER INVESTMENT COMPANIES. Each Theme Portfolio may invest up to
10% of its total assets in other investment companies, some of which may be
investment vehicles or companies that are advised by the Sub-adviser or its
affiliates ("Affiliated Funds"). As a shareholder in an investment company, that
Theme Portfolio would bear its ratable share of that investment company's
expenses, including its advisory and administration fees. At the same time, the
Theme Portfolio would continue to pay its own management fees and other
expenses. AIM and the Sub-adviser will waive their advisory fees to the extent
that a Theme Portfolio invests in an Affiliated Fund.
    
 
BORROWING, REVERSE REPURCHASE AGREEMENTS AND ROLL TRANSACTIONS. A Theme
Portfolio may borrow from banks or may borrow through reverse repurchase
agreements and "roll" transactions in connection with meeting requests for the
redemptions of a Theme Portfolio's shares. A Theme Portfolio also may borrow up
to 5% of its total assets for temporary or emergency purposes other than to meet
redemptions. A Theme Portfolio may borrow up to 33 1/3% of its total assets.
However, no additional investments will be made if a Theme Portfolio's
borrowings exceed 5% of its total assets. Any borrowing by a Theme Portfolio may
cause greater fluctuation in the value of its shares than would be the case if a
Theme Portfolio did not borrow.
 
A reverse repurchase agreement is a borrowing transaction in which a Theme
Portfolio transfers possession of a security to another party, such as a bank or
broker/dealer, in return for cash, and agrees to repurchase the security in the
future at an agreed upon price which includes an interest component. A "roll"
borrowing transaction involves a Theme Portfolio's sale of securities together
with its commitment (for which that Theme Portfolio may receive a fee) to
purchase similar, but not identical, securities at a future date.
 
SECURITIES LENDING. Each Theme Portfolio may lend its portfolio securities to
broker/dealers or to other institutional investors. Securities lending allows
the Theme Portfolios to retain ownership of the securities loaned and, at the
same time, enhances a Fund's total return. Each Theme Portfolio limits its loans
of portfolio securities to an aggregate of 30% of the value of its total assets,
measured at the time any such loan is made. While a loan is outstanding, the
borrower must maintain with the Theme Portfolio's custodian collateral
consisting of cash, U.S. government securities or certain irrevocable letters of
credit equal to at least the value of the borrowed securities, plus any accrued
interest or such other collateral as permitted by a Fund's investment program
and regulatory agencies, and as approved by the Board. The risks in lending
portfolio securities, as with other extensions of secured credit, consist of
possible delays in receiving additional collateral or in recovery of the
securities and possible loss of rights in the collateral should the borrower
fail financially.
 
WHEN-ISSUED OR FORWARD COMMITMENT SECURITIES. The Theme Portfolios may purchase
debt securities on a "when-issued" basis and may purchase or sell such
securities on a "forward commitment" basis in order to hedge against anticipated
changes in interest rates and prices. The price, which is generally expressed in
yield terms, is fixed at the time the commitment is made, but delivery and
payment for the securities take place at a later date. When-issued securities
and forward commitments may be sold prior to the settlement date, but a Theme
Portfolio will purchase or sell when-issued securities or enter into forward
commitments only with the intention of actually receiving or delivering the
securities, as the case may be. No income accrues on securities that have been
purchased pursuant to a forward commitment or on a when-issued basis prior to
delivery to the Theme Portfolio. If the Theme Portfolio disposes of the right to
acquire a when-issued security prior to its acquisition or disposes of its right
to deliver or receive against a forward commitment, it may incur a gain or loss.
At the time a Theme Portfolio enters into a transaction on a when-issued or
forward commitment basis, the Theme Portfolio will segregate cash or liquid
securities equal to the value of the when-issued or forward commitment
securities with its custodian and will mark to market daily such assets.
 
                               Prospectus Page 21
<PAGE>
                             AIM GLOBAL THEME FUNDS
There is a risk that the securities may not be delivered and that the Theme
Portfolio may incur a loss.
 
OPTIONS, FUTURES AND FORWARD CURRENCY TRANSACTIONS. Each Theme Portfolio may use
forward currency contracts, futures contracts, options on securities, options on
indices, options on currencies and options on futures contracts to attempt to
hedge against the overall level of investment and currency risk normally
associated with the portfolio. These instruments are often referred to as
"derivatives," which may be defined as financial instruments whose performance
is derived, at least in part, from the performance of another asset (such as a
security, currency or an index of securities). Each Theme Portfolio may enter
into such instruments up to the full value of its portfolio assets. See "Risk
Factors -- Options, Futures and Forward Currency Transactions" herein and
"Options, Futures and Forward Currency Strategies" in the Statement of
Additional Information.
 
To attempt to hedge against adverse movements in exchange rates between
currencies, each Theme Portfolio may enter into forward currency contracts for
the purchase or sale of a specified currency at a specified future date. Such
contracts may involve the purchase or sale of a foreign currency against the
U.S. dollar or may involve two foreign currencies. Each Theme Portfolio may
enter into forward currency contracts either with respect to specific
transactions or with respect to its portfolio positions. Each Theme Portfolio
also may purchase and sell put and call options on currencies, futures contracts
on currencies and options on such futures contracts to hedge against movements
in exchange rates.
 
In addition, a Theme Portfolio may purchase and sell put and call options on
equity and debt securities to hedge against the risk of fluctuations in the
prices of securities held by that Theme Portfolio or that the Sub-adviser
intends to include in the Theme Portfolio's portfolio. The Theme Portfolio also
may purchase and sell put and call options on stock indexes to hedge against
overall fluctuations in the securities markets generally or in a specific market
sector.
 
   
Further, a Theme Portfolio may sell stock index futures contracts and may
purchase put options or write call options on such futures contracts to protect
against a general stock market decline or a decline in a specific market sector
that could affect adversely a Theme Portfolio's holdings. A Theme Portfolio also
may purchase stock index futures contracts and purchase call options or write
put options on such contracts to hedge against a general stock market or market
sector advance and thereby attempt to lessen the cost of future securities
acquisitions. A Theme Portfolio may use interest rate futures contracts and
options thereon to hedge the debt portion of its portfolio against changes in
the general level of interest rates.
    
 
   
OTHER INFORMATION. The investment objective of each Fund may not be changed
without the approval of a majority of that Fund's outstanding voting securities.
A "majority of the Fund's outstanding voting securities" means the lesser of (i)
67% of the Fund's shares represented at a meeting at which more than 50% of the
outstanding shares are represented, or (ii) more than 50% of the outstanding
shares. In addition, each Fund has adopted certain investment limitations which
also may not be changed without shareholder approval. A complete description of
these limitations is included in the Statement of Additional Information. Unless
specifically noted, the Funds' investment policies described in this Prospectus
and in the Statement of Additional Information may be changed by the Company's
Board of Directors without shareholder approval. Each Fund's policies regarding
concentration and lending, and the percentage of that Fund's assets that may be
committed to borrowing, are fundamental policies and may not be changed without
shareholder approval.
    
 
   
The approval of the Financial Services Fund, Infrastructure Fund, Resources Fund
and Consumer Products and Services Fund and of other investors in their
corresponding Portfolio, if any, is not required to change the investment
objective, policies or limitations of that Portfolio, unless otherwise
specified. Written notice shall be provided to shareholders of such Fund thirty
days prior to any changes in its corresponding Portfolio's investment objective.
    
 
If a percentage restriction on investment or utilization of assets in an
investment policy or restriction is adhered to at the time an investment is
made, a later change in percentage ownership of a security or kind of securities
resulting from changing market values or a similar type of event will not be
considered a violation of a Fund's or Portfolio's investment policies or
restrictions.
 
The Theme Portfolios are authorized to engage in Short Sales, although they
currently have no intention of doing so, and may purchase American Depository
Receipts, American Depository Shares,
 
                               Prospectus Page 22
<PAGE>
                             AIM GLOBAL THEME FUNDS
Global Depository Receipts and European Depository Receipts. See "Short Sales"
and "Depository Receipts," respectively, in the Investment Objectives and
Policies section of the Statement of Additional Information.
 
   
OTHER INFORMATION REGARDING THE PORTFOLIOS. As previously described, the
Financial Services Fund, Infrastructure Fund, Resources Fund and Consumer
Products and Services Fund, unlike mutual funds that directly acquire and manage
their own portfolios of securities, seek to achieve their investment objective
by investing all of their investable assets in the Financial Services Portfolio,
Infrastructure Portfolio, Resources Portfolio and Consumer Products and Services
Portfolio, respectively, each of which is a separate investment company. Because
a Fund will invest only in its corresponding Portfolio, that Fund's shareholders
will acquire only an indirect interest in the investments of that Portfolio.
    
 
   
The Financial Services Fund, Infrastructure Fund, Resources Fund and Consumer
Products and Services Fund may each redeem its investment in its corresponding
Portfolio at any time, if the Board of Directors of the Company determines that
it is in the best interests of that Fund and its shareholders to do so. A change
in a Portfolio's investment objective, policies or limitations that is not
approved by the Board or the shareholders of its corresponding Fund could
require the Fund to redeem its interest in the Portfolio. Any such redemption
could result in a distribution in kind of portfolio securities (as opposed to a
cash distribution) by the Portfolio. Should such a distribution occur, the Fund
could incur brokerage fees or other transaction costs in converting such
securities to cash. In addition, a distribution in kind could result in a less
diversified portfolio of investments for the Fund and could adversely affect its
liquidity. Upon redemption, the Board would consider what action might be taken,
including the investment of all the investable assets of that Fund in another
pooled investment entity having substantially the same investment objective as
the Fund or the retention by the Fund of its own investment adviser to manage
its assets in accordance with its investment objective, policies and limitations
discussed herein.
    
 
   
In addition to selling an interest therein to its corresponding Fund, the
Financial Services Portfolio, Infrastructure Portfolio, Resources Portfolio and
Consumer Products and Services Portfolio may each sell interests therein to
other non-affiliated investment companies and/or other institutional investors.
All institutional investors in a Portfolio will pay a proportionate share of
that Portfolio's expenses and will invest in that Portfolio on the same terms
and conditions. However, if another investment company invests any or all of its
assets in a Portfolio, it would not be required to sell its shares at the same
public offering price as the Portfolio's corresponding Fund and may charge
different sales commissions. Therefore, investors in the Financial Services
Fund, Infrastructure Fund, Resources Fund and Consumer Products and Services
Fund may experience different returns than investors in another investment
company that invests exclusively in its corresponding Portfolio. As of the date
of this Prospectus, the Financial Services Fund, Infrastructure Fund, Resources
Fund and Consumer Products and Services Fund are the only institutional
investors in their corresponding Portfolios.
    
 
   
The Financial Services Fund, Infrastructure Fund, Resources Fund and Consumer
Products and Services Fund may each be materially affected by the actions of
other large investors, if any, in its corresponding Portfolio. For example, as
with all open-end investment companies, if a large investor were to redeem its
interest in a Portfolio, (1) that Portfolio's remaining investors could
experience higher pro rata operating expenses, thereby producing lower returns
and (2) that Portfolio's security holdings may become less diverse, resulting in
increased risk. Institutional investors in a Portfolio that have a greater pro
rata ownership interest in that Portfolio than its corresponding Fund could have
effective voting control over the operation of that Portfolio.
    
 
                               Prospectus Page 23
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
GENERAL. There is no assurance that any Fund or Portfolio will achieve its
investment objective. The Funds' net asset values will fluctuate reflecting
fluctuations in the market value of the Theme Portfolios' portfolio positions.
Equity securities, particularly common stocks, generally represent the most
junior position in an issuer's capital structure, and entitle holders to an
interest in the assets of an issuer, if any, remaining after all more senior
claims have been satisfied. The value of equity securities held by a Theme
Portfolio will fluctuate in response to general market and economic
developments, as well as developments affecting the particular issuers of such
securities. In addition, the value of debt securities held by a Theme Portfolio
generally will fluctuate with changes in the perceived creditworthiness of the
issuers of such securities and interest rates.
 
Because each Theme Portfolio focuses its investments on particular industries,
an investment in each may be more volatile than that of other investment
companies that do not concentrate their investments in such a manner. Moreover,
the value of the shares of each Fund will be especially susceptible to factors
affecting the industries in which it focuses. Accordingly, no Fund should be
considered a complete investment program.
 
FINANCIAL SERVICES FUND AND FINANCIAL SERVICES PORTFOLIO. Financial services
industries may be subject to greater governmental regulation than many other
industries and changes in governmental policies and the need for regulatory
approvals may have a material effect on the services offered by companies in the
financial services industries. Governmental regulation may limit both the
financial commitments banks can make, including the amounts and types of loans,
and the interest rates and fees they can charge. In addition, governmental
regulation in certain foreign countries may impose interest rate controls,
credit controls and price controls.
 
Companies in the financial services sector are subject to rapid business
changes, significant competition, value fluctuations due to the concentration of
loans in particular industries significantly affected by economic conditions
(such as real estate or energy) and volatile performance dependent upon the
availability and cost of capital and prevailing interest rates. In addition,
general economic conditions significantly affect these companies. Credit and
other losses resulting from the financial difficulty of borrowers or other third
parties potentially may have an adverse effect on companies in these industries.
Foreign banks, particularly those of Japan, have reported financial difficulties
attributed to increased competition, regulatory changes, and general economic
difficulties.
 
The financial services area in the United States currently is changing
relatively rapidly as existing distinctions between various financial service
segments become less clear. For instance, recent business combinations have
included insurance, finance, and securities brokerage under single ownership.
Some primarily retail corporations have expanded into securities and insurance
fields. Investment banking, securities brokerage and investment advisory
companies are subject to government regulation and risk due to securities
trading and underwriting activities.
 
Many of the investment considerations discussed in connection with banks,
savings institutions and loan associations, and finance companies also apply to
insurance companies. The performance of insurance company investments will be
subject to risk from several factors. The earnings of insurance companies will
be affected by interest rates, pricing (including severe pricing competition
from time to time), claims activity, marketing competition and general economic
conditions. Particular insurance lines also will be influenced by specific
matters. Property and casualty insurer profits may be affected by certain
weather catastrophes and other disasters. Life and health insurer profits may be
affected by mortality and morbidity rates. Individual companies may be exposed
to material risks, including reserve inadequacy, problems in investment
portfolios (due to real estate or "junk" bond holdings, for example), and the
inability to collect from reinsurance carriers. Insurance companies are subject
to extensive governmental regulation, including the imposition of maximum rate
levels, which may not be adequate for some lines of business. Proposed or
potential anti-
 
                               Prospectus Page 24
<PAGE>
                             AIM GLOBAL THEME FUNDS
trust or tax law changes also may affect adversely insurance companies' policy
sales, tax obligations and profitability.
 
INFRASTRUCTURE FUND AND INFRASTRUCTURE PORTFOLIO. Infrastructure industries may
be subject to greater political, environmental and other governmental regulation
than many other industries. The nature of such regulation continues to evolve in
both the United States and foreign countries, and changes in governmental policy
and the need for regulatory approvals may have a material effect on the products
and services offered by companies in the infrastructure industries. Electric,
gas, water and most telecommunications companies in the United States, for
example, are subject to both federal and state regulation affecting permitted
rates of return and the kinds of services that may be offered. Governmental
regulation may also hamper the development of new technologies.
 
In addition, many infrastructure companies have historically been subject to the
risks attendant to increases in fuel and other operating costs, high interest
costs on borrowed funds, costs associated with compliance with environmental and
other safety regulations and changes in the regulatory climate. Further,
competition is intense for many infrastructure companies. As a result, many of
these companies may be adversely affected in the future and such companies may
be subject to increased share price volatility. In addition, many companies have
diversified into oil and gas exploration and development, and therefore returns
may be more sensitive to energy prices. Other infrastructure companies, such as
water supply companies, are in a highly fragmented industry due to local
ownership. Generally these companies are mature and are experiencing little or
no growth. Changes in prevailing interest rates may also affect the
Infrastructure Fund's share values because prices of equity and debt securities
of infrastructure companies often tend to increase when interest rates decline
and decrease when interest rates rise.
 
   
RESOURCES FUND AND RESOURCES PORTFOLIO. Natural resource industries may be
subject to greater political, environmental and other governmental regulation
than many other industries. The nature of such regulation continues to evolve in
both the United States and foreign countries, and changes in governmental
policies and the need for regulatory approvals may have a material effect on the
products and services offered by companies in the natural resource industries.
For example, the exploration, development and distribution of coal, oil and gas
in the United States are subject to significant federal and state regulation,
which may affect rates of return on such investments and the kinds of services
that may be offered. Governmental regulation may also hamper the development of
new technologies.
    
 
In addition, many natural resource companies historically have been subject to
significant costs associated with compliance with environmental and other safety
regulations. Further, competition is intense for many natural resource
companies. As a result, many of these companies may be adversely affected in the
future and the value of the securities issued by such companies may be subject
to increased share price volatility. Such companies may also be subject to
irregular fluctuations in earnings due to changes in the availability of money,
the level of interest rates, and other factors.
 
The value of securities of natural resource companies will fluctuate in response
to market conditions for the particular natural resources with which the issuers
are involved. The price of natural resources will fluctuate due to changes in
worldwide levels of inventory, and changes, perceived or actual, in production
and consumption. With respect to precious metals, such price fluctuations may be
substantial over short periods of time. In addition, the value of natural
resources may fluctuate directly with respect to various stages of the
inflationary cycle and perceived inflationary trends and are subject to numerous
factors, including national and international politics.
 
CONSUMER PRODUCTS AND SERVICES FUND AND CONSUMER PRODUCTS AND SERVICES
PORTFOLIO. The performance of consumer products and services companies relates
closely to the actual or perceived performance of the overall economy, interest
rates and consumer confidence. In addition, changes in demographics and consumer
tastes may also affect the demand for, and success of, particular consumer
products and services. Many consumer products and services companies have
unpredictable earnings, due in part to changes in consumer tastes and intense
competition. As a result, such companies may be subject to increased share price
volatility. The consumer products and services industries may also be subject to
greater government regulation, including trade regulation, than many other
industries. Changes in governmental policy and the need for regulatory approvals
may have a material effect on the products and services offered by companies in
the consumer products and services industries. Such governmental regulations may
also hamper the development of new business opportunities.
 
                               Prospectus Page 25
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
HEALTH CARE FUND. Health care industries generally are subject to substantial
governmental regulation. Changes in governmental policy or regulation could have
a material effect on the demand for products and services offered by companies
in the health care industries and therefore could affect the performance of the
Health Care Fund. Regulatory approvals are generally required before new drugs
and medical devices or procedures may be introduced and before the acquisition
of additional facilities by health care providers. In addition, the products and
services offered by such companies may be subject to rapid obsolescence caused
by technological and scientific advances.
 
TELECOMMUNICATIONS FUND. Telecommunications industries may be subject to greater
governmental regulation than many other industries and changes in governmental
policy and the need for regulatory approvals may have a material effect on the
products and services offered by companies in the telecommunications industries.
Telephone operating companies in the United States, for example, are subject to
both federal and state regulation affecting permitted rates of return and the
kinds of services that may be offered. Certain types of companies in the
telecommunications industries are engaged in fierce competition for market share
that could result in increased share price volatility.
 
FOREIGN INVESTING. Investing in foreign securities entails certain risks. The
securities of non-U.S. issuers generally will not be registered with, nor the
issuers thereof be subject to, the reporting requirements of the SEC.
Accordingly, there may be less publicly available information about foreign
securities and issuers than is available about domestic securities and issuers.
Foreign companies generally are not subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to domestic companies. In addition, certain costs attributable to
foreign investing, such as custody charges, are higher than those attributable
to domestic investing. Securities of some foreign companies are less liquid and
their prices may be more volatile than securities of comparable domestic
companies. The Theme Portfolios' interest and dividends from foreign issuers may
be subject to non-U.S. withholding taxes, thereby reducing the Theme Portfolios'
net investment income.
 
With respect to some foreign countries, there is the increased possibility of
expropriation or confiscatory taxation, limitations on the removal of funds or
other assets of the Theme Portfolios, political or social instability, or
diplomatic developments which could affect the Theme Portfolios' investments in
those countries. Moreover, individual foreign economies may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross national
product, rate of inflation, rate of savings and capital reinvestment, resource
self-sufficiency and balance of payments positions.
 
Each Theme Portfolio may invest in issuers domiciled in "emerging markets."
Investing in emerging market countries involves risks in addition to those risks
involved in foreign investing. Many emerging market countries have experienced
high rates of inflation for many years. In addition, emerging markets generally
are dependent heavily upon international trade and, accordingly, have been and
continue to be affected adversely by trade barriers, exchange controls, managed
adjustments in relative currency values and other protectionist measures imposed
or negotiated by the countries with which they trade. The securities markets of
emerging market countries are substantially smaller, less developed, less liquid
and more volatile than the securities markets of the developed countries. In
addition, issuers in emerging markets typically are subject to a greater degree
of change in earnings and business prospects than issuers in developed
countries.
 
The Theme Portfolios will also be affected favorably or unfavorably by exchange
control regulations or changes in the exchange rates between foreign currencies
and the U.S. dollar. Changes in currency exchange rates will influence the value
of the Funds' shares, and also may affect the value of dividends and interest
earned by the Theme Portfolios and gains and losses realized by the Theme
Portfolios.
 
   
LOWER QUALITY DEBT SECURITIES. The Financial Services Portfolio, the Health Care
Fund and the Telecommunications Fund may each invest up to 5%, and the
Infrastructure Portfolio, Resources Portfolio and Consumer Products and Services
Portfolio may each invest up to 20%, of its total assets in below investment
grade debt securities, that is, rated below BBB by Standard & Poor's, a division
of The McGraw-Hill Companies, Inc. ("S&P"), or Baa by Moody's Investors Service,
Inc. ("Moody's") or, if unrated, deemed to be of equivalent quality in the
judgment of the Sub-adviser. Such investments involve a high degree of risk.
However, no Theme Portfolio will invest in debt securities that are in default
as to payment of principal and interest.
    
 
                               Prospectus Page 26
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
Debt rated Baa by Moody's is considered by Moody's to have speculative
characteristics. Debt rated BB, B, CCC, CC or C by S&P and debt rated Ba, B,
Caa, Ca or C by Moody's is regarded, on balance, as predominantly speculative
with respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation. While such lower quality debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions. Debt rated C
by Moody's or S&P is the lowest rated debt that is not in default as to
principal or interest, and such issues so rated can be regarded as having
extremely poor prospects of ever attaining any real investment standing. Lower
quality debt securities are also generally considered to be subject to greater
risk than securities with higher ratings with regard to a deterioration of
general economic conditions. These lower quality debt securities are the
equivalent of high yield, high risk bonds, commonly known as "junk bonds."
 
Ratings of debt securities represent the rating agency's opinion regarding their
quality and are not a guarantee of quality. Rating agencies attempt to evaluate
the safety of principal and interest payments and do not evaluate the risks of
fluctuations in market value. Also, rating agencies may fail to make timely
changes in credit ratings in response to subsequent events, so that an issuer's
current financial condition may be better or worse than a rating indicates. See
"Description of Debt Ratings" in the Statement of Additional Information for a
full discussion of Moody's and S&P's ratings.
 
The market values of lower quality debt securities tend to reflect individual
developments of the issuer to a greater extent than do higher quality
securities, which react primarily to fluctuations in the general level of
interest rates. In addition, lower quality debt securities tend to be more
sensitive to economic conditions and generally have more volatile prices than
higher quality securities. Issuers of lower quality securities are often highly
leveraged and may not have available to them more traditional methods of
financing. For example, during an economic downturn or a sustained period of
rising interest rates, highly leveraged issuers of lower quality securities may
experience financial stress. During such periods, such issuers may not have
sufficient revenues to meet their interest payment obligations. The issuer's
ability to service its debt obligations may also be adversely affected by
specific developments affecting the issuer, such as the issuer's inability to
meet specific projected business forecasts or the unavailability of additional
financing. The risk of loss due to default by the issuer is significantly
greater for the holders of lower quality securities because such securities are
generally unsecured and may be subordinated to the claims of other creditors of
the issuer.
 
Lower quality debt securities of corporate issuers frequently have call or
buy-back features which would permit an issuer to call or repurchase the
security from the Theme Portfolios. If an issuer exercises these provisions in a
declining interest rate market, the Theme Portfolios may have to replace the
security with a lower yielding security, resulting in a decreased return for
investors. In addition, the Theme Portfolios may have difficulty disposing of
lower quality securities because they may have a thin trading market. There may
be no established retail secondary market for many of these securities, and each
of the Theme Portfolios anticipates that such securities could be sold only to a
limited number of dealers or institutional investors. The lack of a liquid
secondary market also may have an adverse impact on market prices of such
instruments and may make it more difficult for the Theme Portfolios to obtain
accurate market quotations for purposes of valuing the Theme Portfolios
portfolio investments. The Theme Portfolios may also acquire lower quality debt
securities during an initial underwriting or which are sold without registration
under applicable securities laws. Such securities involve special considerations
and risks.
 
In addition to the foregoing, factors that could have an adverse effect on the
market value of lower quality debt securities in which the Theme Portfolios may
invest include: (i) potential adverse publicity; (ii) heightened sensitivity to
general economic or political conditions; and (iii) the likely adverse impact of
a major economic recession. A Theme Portfolio may also incur additional expenses
to the extent it is required to seek recovery upon a default in the payment of
principal or interest on portfolio holdings, and the Theme Portfolio may have
limited legal recourse in the event of a default.
 
ILLIQUID SECURITIES. Each Theme Portfolio may invest up to 15% of its net assets
in securities for which no readily available market exists, so-called "illiquid
securities." The Sub-adviser believes that carefully selected investments in
joint ventures, cooperatives, partnerships and state enterprises which are
illiquid (collectively, "Special
 
                               Prospectus Page 27
<PAGE>
                             AIM GLOBAL THEME FUNDS
Situations") could enable the Theme Portfolios to achieve capital appreciation
substantially exceeding the appreciation the Theme Portfolios would realize if
they did not make such investments. However, in order to attempt to limit
investment risk, each Theme Portfolio will invest no more than 5% of its total
assets in Special Situations.
 
Illiquid securities may be more difficult to value than liquid securities and
the sale of illiquid securities generally will require more time and result in
higher brokerage charges or dealer discounts and other selling expenses than the
sale of liquid securities. Moreover, illiquid securities often sell at a price
lower than similar securities that are liquid.
 
OPTIONS, FUTURES AND FORWARD CURRENCY TRANSACTIONS. Although each Theme
Portfolio is authorized to enter into options, futures and forward currency
transactions, a Portfolio might not enter into any such transactions. Options,
futures and foreign currency transactions involve certain risks, which include:
(1) dependence on the Sub-adviser's ability to predict movements in the prices
of individual securities, fluctuations in the general securities markets or in
the appropriate market sector and movements in interest rates and currency
markets; (2) imperfect correlation, or even no correlation, between movements in
the price of options, forward contracts, futures contracts or options thereon
and movements in the price of the currency or security hedged or used for cover;
(3) the fact that skills and techniques needed to trade options, futures
contracts and options thereon or to use forward currency contracts are different
from those needed to select the securities in which a Theme Portfolio invests;
(4) lack of assurance that a liquid secondary market will exist for any
particular option, futures contract or option thereon at any particular time;
(5) the possible loss of principal under certain conditions; and (6) the
possible inability of a Theme Portfolio to purchase or sell a portfolio security
at a time when it would otherwise be favorable for it to do so, or the possible
need for a Theme Portfolio to sell a security at a disadvantageous time, due to
the need for the Theme Portfolio to maintain "cover" or to set aside securities
in connection with hedging transactions.
 
INVESTING IN SMALLER COMPANIES. While each Theme Portfolio's portfolio normally
will include securities of established suppliers of traditional products and
services, each Theme Portfolio may invest in smaller companies which can benefit
from the development of new products and services. These smaller companies may
present greater opportunities for capital appreciation, but may also involve
greater risks than large, established issuers. Such smaller companies may have
limited product lines, markets or financial resources, and their securities may
trade less frequently and in more limited volume than the securities of larger,
more established companies. As a result, the prices of the securities of such
smaller companies may fluctuate to a greater degree than the prices of the
securities of other issuers.
 
                               Prospectus Page 28
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                                 HOW TO INVEST
 
- --------------------------------------------------------------------------------
 
   
GENERAL. Advisor Class shares are offered through this Prospectus to (a)
trustees or other fiduciaries purchasing shares for employee benefit plans which
are sponsored by organizations which have at least 1,000 employees; (b) any
account with assets of at least $10,000 if (i) a financial planner, trust
company, bank trust department or registered investment adviser has investment
discretion over such account, and (ii) the account holder pays such person as
compensation for its advice and other services an annual fee of at least .50% on
the assets in the account ("Advisory Account"); (c) any account with assets of
at least $10,000 if (i) such account is established under a "wrap fee" program,
and (ii) the account holder pays the sponsor of such program an annual fee of at
least .50% on the assets in the account ("Wrap Fee Account"); (d) accounts
advised by INVESCO (NY), Inc. or one of the companies formerly affiliated with
Liechtenstein Global Trust AG, provided such accounts were invested in Advisor
Class shares of any of the AIM/GT Funds on June 1, 1998; (e) any of the
companies composing or affiliated with AMVESCAP PLC; and (f) AIM New Dimension
Fund. Financial planners, trust companies, bank trust companies and registered
investment advisers referenced in subpart (b) and sponsors of "wrap fee"
programs referenced in subpart (c) are collectively referred to as "Financial
Advisers." Investors in Wrap Fee Accounts and Advisory Accounts may only
purchase Advisor Class shares through Financial Advisers who have entered into
agreements with AIM Distributors or certain of its affiliates. Investors may be
charged a fee by their agents or brokers if they effect transactions other than
through a dealer.
    
 
All purchase orders will be executed at the public offering price next
determined after the purchase order is received. Orders received by authorized
institutions (or their designees) before the close of regular trading on the New
York Stock Exchange ("NYSE") (currently 4:00 p.m. Eastern Time, unless weather,
equipment failure or other factors contribute to an earlier closing time) on any
Business Day will be executed at the public offering price for the applicable
class of shares determined that day. Orders received by authorized institutions
(or their designees) before the close of regular trading on the NYSE on a
Business Day will be deemed to have been received by a Fund on such day and will
be effected that day, provided that such orders are transmitted to the Transfer
Agent prior to the time set for the receipt of such orders. A "Business Day" is
any day Monday through Friday on which the NYSE is open for business. The
authorized institution (or its designee) will be responsible for forwarding the
investor's order to the Transfer Agent so that it will be received prior to the
required time.
 
THE FUNDS AND AIM DISTRIBUTORS RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER
AND TO SUSPEND THE OFFERING OF SHARES FOR A PERIOD OF TIME. In particular, the
Funds and AIM Distributors may reject purchase orders or exchanges by investors
who appear to follow, in the Sub-adviser's judgment, a market-timing strategy or
otherwise engage in excessive trading. See "How to Make Exchanges -- Limitations
on Purchase Orders and Exchanges."
 
Fiduciaries and Financial Advisers may be required to provide information
satisfactory to AIM Distributors concerning their eligibility to purchase
Advisor Class shares. For specific information on opening an account, please
contact your Financial Adviser or AIM Distributors.
 
   
FOR ANY FUND NAMED ON THE COVER PAGE OF THIS PROSPECTUS, AIM DISTRIBUTORS AND
ITS AGENTS RESERVE THE RIGHT AT ANY TIME (1) TO WITHDRAW ALL OR ANY PART OF THE
OFFERING MADE BY THIS PROSPECTUS; (2) TO REJECT ANY PURCHASE OR EXCHANGE ORDER
OR TO CANCEL ANY PURCHASE DUE TO NONPAYMENT OF THE PURCHASE PRICE; (3) TO
INCREASE, WAIVE OR LOWER THE MINIMUM INVESTMENT REQUIREMENTS; OR (4) TO MODIFY
ANY OF THE TERMS OR CONDITIONS OF PURCHASE OF SHARES OF SUCH FUND. For any Fund
named on the cover page, AIM Distributors and its agents will use their best
efforts to provide notice of any such actions through correspondence with
broker-dealers and existing shareholders, supplements to the AIM/GT Funds'
prospectuses, or other appropriate means, and will provide sixty (60) days'
notice in the case of termination or material modification to the exchange
privilege
    
 
                               Prospectus Page 29
<PAGE>
                             AIM GLOBAL THEME FUNDS
   
discussed under the caption "How to Make Exchanges."
    
 
PURCHASES BY BANK WIRE. Shares of the Funds may also be purchased by bank wire.
Bank wire purchases will be effected at the next determined public offering
price after the bank wire is received. A wire investment is considered received
when the Transfer Agent is notified that the bank wire has been credited to a
Fund. Prior telephonic or facsimile notice must be provided to the Transfer
Agent that a bank wire is being sent. A bank may charge a service fee for wiring
money to a Fund. The Transfer Agent currently does not charge a service fee for
facilitating wire purchases, but reserves the right to do so in the future. For
more information, please refer to the Shareholder Account Manual in this
Prospectus.
 
CERTIFICATES. Physical certificates representing the Funds' shares will not be
issued unless a written request is submitted to the Transfer Agent. Shares of
the Funds are recorded on a register by the Transfer Agent, and shareholders who
do not elect to receive certificates have the same rights of ownership as if
certificates had been issued to them. Redemptions and exchanges by shareholders
who hold certificates may take longer to effect than similar transactions
involving non-certificated shares because the physical delivery and processing
of properly executed certificates is required. ACCORDINGLY, THE FUNDS RECOMMEND
THAT SHAREHOLDERS DO NOT REQUEST ISSUANCE OF CERTIFICATES.
 
   
PORTFOLIO REBALANCING PROGRAM. The Portfolio Rebalancing Program ("Program")
permits eligible shareholders to establish and maintain an allocation across a
range of AIM/GT Funds. The Program automatically rebalances holdings of AIM/ GT
Funds to the established allocation on a periodic basis. Under the Program, a
shareholder may predesignate, on a percentage basis, how the total value of his
or her holdings in a minimum of two, and a maximum of ten, AIM/GT Funds
("Personal Portfolio") is to be rebalanced on a monthly, quarterly, semiannual,
or annual basis.
    
 
   
Rebalancing under the Program will be effected through the exchange of shares of
one or more AIM/ GT Funds in the shareholder's Personal Portfolio for shares of
the same class of one or more other AIM/GT Funds in the shareholder's Personal
Portfolio. See "How to Make Exchanges." If shares of the AIM/GT Fund(s) in a
shareholder's Personal Portfolio have appreciated during a rebalancing period,
the Program will result in shares of AIM/GT Fund(s) that have appreciated most
during the period being exchanged for shares of AIM/GT Fund(s) that have
appreciated least. SUCH EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A
SHAREHOLDER'S REALIZING A GAIN OR LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME
TAX PURPOSES. See "Dividends, Other Distributions and Federal Income Taxation."
Participation in the Program does not assure that a shareholder will profit from
purchases under the Program nor does it prevent or lessen losses in a declining
market.
    
 
The Program will automatically rebalance the shareholder's Personal Portfolio on
the 28th day of the last month of the period chosen (or the immediately
preceding business day if the 28th is not a business day), subject to any
limitations below. The Program will not execute an exchange if the variance in a
shareholder's Personal Portfolio for a particular Fund would be 2% or less. In
predesignating percentages, shareholders must use whole percentages and totals
must equal 100%. Shareholders participating in the Program may not request
issuance of physical certificates representing a Fund's shares. Exchanges made
under the Program are not subject to the four free exchanges per year
limitation. The Funds and AIM Distributors reserve the right to modify, suspend,
or terminate the Program at any time on 60 days' prior written notice to
shareholders. A request to participate in the Program must be received in good
order at least five business days prior to the next rebalancing date. Once a
shareholder establishes the Program for his or her Personal Portfolio, a
shareholder cannot cancel or change which rebalancing frequency, which Funds or
what allocation percentages are assigned to the Program, unless canceled or
changed in writing and received by the Transfer Agent in good order at least
five business days prior to the rebalancing date. Certain Financial Institutions
may charge a fee for establishing accounts relating to the Program. Investors
should contact their Financial Institution or AIM Distributors for more
information.
 
                               Prospectus Page 30
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                             HOW TO MAKE EXCHANGES
 
- --------------------------------------------------------------------------------
 
   
Advisor Class shares of a Fund may be exchanged for Advisor Class shares of any
other AIM/GT Fund, based on their respective net asset values without imposition
of any sales charges, provided that the registration remains identical. Exchange
requests received in good order by the Transfer Agent before the close of
regular trading on the NYSE on any Business Day will be processed at the net
asset value calculated on that day.
    
 
   
EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A SHAREHOLDER REALIZING A GAIN OR
LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME TAX PURPOSES. See "Dividends, Other
Distributions and Federal Income Taxation." In addition to the Funds, AIM/GT
Funds include the following:
    
 
   
  - AIM AMERICA VALUE FUND
    
   
  - AIM DEVELOPING MARKETS FUND
    
   
  - AIM DOLLAR FUND
    
   
  - AIM EMERGING MARKETS FUND
    
   
  - AIM EUROPE GROWTH FUND
    
   
  - AIM GLOBAL GOVERNMENT INCOME FUND
    
   
  - AIM GLOBAL GROWTH & INCOME FUND
    
   
  - AIM GLOBAL HIGH INCOME FUND
    
   
  - AIM INTERNATIONAL GROWTH FUND
    
   
  - AIM JAPAN GROWTH FUND
    
   
  - AIM LATIN AMERICAN GROWTH FUND
    
   
  - AIM MID CAP GROWTH FUND
    
   
  - AIM NEW DIMENSION FUND
    
   
  - AIM NEW PACIFIC GROWTH FUND
    
   
  - AIM SMALL CAP EQUITY FUND
    
   
  - AIM STRATEGIC INCOME FUND
    
   
  - AIM WORLDWIDE GROWTH FUND
    
 
   
Investors in Wrap Fee Accounts and Advisory Accounts interested in making an
exchange should contact their Financial Advisers to request the prospectus of
the other AIM/GT Fund(s) being considered. Other investors should contact AIM
Distributors. The terms of the exchange offer may be modified at any time, on 60
days' prior written notice.
    
 
EXCHANGES BY TELEPHONE. A shareholder may give exchange information to the
shareholder's Financial Adviser. Exchange orders will be accepted by telephone
provided that the exchange involves only uncertificated shares on deposit in the
shareholder's account or for which certificates have previously been deposited.
Shareholders automatically have telephone privileges to authorize exchanges. The
Funds, AIM Distributors and the Transfer Agent will not be liable for any loss
or damage for acting in good faith upon instructions received by telephone and
reasonably believed to be genuine. The Funds employ reasonable procedures to
confirm that instructions communicated by telephone are genuine prior to acting
upon instructions received by telephone, including requiring some form of
personal identification, providing written confirmation of such transactions,
and/or tape recording of telephone instructions.
 
   
LIMITATIONS ON PURCHASE ORDERS AND EXCHANGES. The AIM/GT Funds are not intended
to serve as vehicles for frequent trading in response to short-term fluctuations
in the market. Due to the disruptive effect that market-timing investment
strategies and excessive trading can have on efficient portfolio management,
each AIM/GT Fund and AIM Distributors reserve the right to refuse purchase
orders and exchanges by any person or group, if, in the Sub-adviser's judgment,
such person or group was following a market-timing strategy or was otherwise
engaging in excessive trading.
    
 
   
In addition, each AIM/GT Fund and AIM Distributors reserve the right to refuse
purchase orders and exchanges by any person or group if, in the Sub-adviser's
judgment, the Fund would not be able to invest the money effectively in
accordance with that Fund's investment objective and policies or would otherwise
potentially be adversely affected. Although an AIM/GT Fund will attempt to give
investors prior notice whenever it is reasonably able to do so, it may impose
the above restrictions at any time.
    
 
   
Finally, as described above, each AIM/GT Fund and AIM Distributors reserve the
right to reject any purchase order.
    
 
                               Prospectus Page 31
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                              HOW TO REDEEM SHARES
 
- --------------------------------------------------------------------------------
 
Fund shares may be redeemed at their net asset value and redemption proceeds
will be sent within seven days of the execution of a redemption request.
Redemption requests may be transmitted to the Transfer Agent by telephone or by
mail, in accordance with the instructions provided in the Shareholder Account
Manual. Redemptions will be effected at the net asset value next determined
after the Transfer Agent has received the request, provided that the request is
transmitted to the Transfer Agent prior to the time set for receipt of such
redemption requests. Redemptions will only be effected if the request is
received in good order and accompanied by any required supporting documentation.
Redemption requests will not require a signature guarantee if the redemption
proceeds are to be sent either: (i) to the redeeming shareholder at the
shareholder's address of record as maintained by the Transfer Agent, provided
the shareholder's address of record has not been changed within the preceding
fifteen days; or (ii) directly to a pre-designated bank, savings and loan or
credit union account ("Pre-Designated Account"). ALL OTHER REDEMPTION REQUESTS
MUST BE ACCOMPANIED BY A SIGNATURE GUARANTEE OF THE REDEEMING SHAREHOLDER'S
SIGNATURE. A signature guarantee can be obtained from any bank, U.S. trust
company, a member firm of a U.S. stock exchange or a foreign branch of any of
the foregoing or other eligible guarantor institution. A notary public is not an
acceptable guarantor.
 
Shareholders with Pre-Designated Accounts should request that redemption
proceeds be sent either by bank wire or by check. The minimum redemption amount
for a bank wire is $500. Shareholders requesting a bank wire should allow two
business days from the time the redemption request is effected for the proceeds
to be deposited in the shareholder's Pre-Designated Account. See "How to Redeem
Shares -- Other Important Redemption Information." Shareholders may change their
Pre-Designated Accounts only by a letter of instruction to the Transfer Agent
containing all account signatures, each of which must be guaranteed. The
Transfer Agent currently does not charge a bank wire service fee for each wire
redemption sent, but reserves the right to do so in the future. The
shareholder's bank may charge a bank wire service fee.
REDEMPTIONS BY TELEPHONE. Redemption requests may be made by telephone by
calling the Transfer Agent at the appropriate toll-free number provided in the
Shareholder Account Manual. Shareholders who hold certificates for shares may
not redeem by telephone. REDEMPTION REQUESTS MAY NOT BE MADE BY TELEPHONE FOR
FIFTEEN DAYS FOLLOWING ANY CHANGE OF THE SHAREHOLDER'S ADDRESS OF RECORD.
 
Shareholders automatically have telephone privileges to authorize redemptions.
The Funds, AIM Distributors and the Transfer Agent will not be liable for any
loss or damage for acting in good faith upon instructions received by telephone
and reasonably believed to be genuine. The Funds employ reasonable procedures to
confirm that instructions communicated by telephone are genuine prior to acting
upon instructions received by telephone, including requiring some form of
personal identification, providing written confirmation of such transactions,
and/or tape recording of telephone instructions.
 
REDEMPTIONS BY MAIL. Redemption requests should be mailed directly to the
Transfer Agent at the appropriate address provided in the Shareholder Account
Manual. As discussed above, requests for payment of redemption proceeds to a
party other than the shareholder of record and/or requests that redemption
proceeds be mailed to an address other than the shareholder's address of record
require a signature guarantee. In addition, if the shareholder's address of
record has been changed within the preceding fifteen days, a signature guarantee
is required. Redemptions of shares for which certificates have been issued must
be accompanied by properly endorsed share certificates.
 
                               Prospectus Page 32
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
OTHER IMPORTANT REDEMPTION INFORMATION. A request for redemption will not be
processed until all of the necessary documentation has been received in good
order. A shareholder in doubt as to what documents are required should contact
his or her Financial Adviser or the Transfer Agent.
 
Except in extraordinary circumstances and as permitted under the Investment
Company Act of 1940 ("1940 Act"), payment for shares redeemed by telephone or by
mail will be made promptly after receipt of a redemption request, if in good
order, but not later than seven days after the date the request is executed.
Requests for redemption which are subject to any special conditions or which
specify a future or past effective date cannot be accepted.
 
If the Transfer Agent is requested to redeem shares for which the Funds have not
yet received good payment, the Funds may delay payment of redemption proceeds
until the Transfer Agent has assured itself that good payment has been collected
for the purchase of the shares. In the case of purchases by check it can take up
to 10 business days to confirm that the check has cleared and good payment has
been received. Redemption proceeds will not be delayed when shares have been
paid for by wire or when the investor's account holds a sufficient number of
shares for which funds already have been collected.
 
   
AIM Distributors reserves the right to redeem the shares of any Advisory Account
or Wrap Fee Account if the amount invested in AIM/GT Funds through such account
is reduced to less than $500 through redemptions or other action by the
shareholder. Written notice will be given to the shareholder at least 60 days
prior to the date fixed for such redemption, during which time the shareholder
may increase the amount invested in AIM/ GT Funds through such account to an
aggregate amount of $500 or more.
    
 
For additional information on how to redeem shares, see the Shareholder Account
Manual in this Prospectus, or contact your Financial Adviser.
 
                               Prospectus Page 33
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                           SHAREHOLDER ACCOUNT MANUAL
 
- --------------------------------------------------------------------------------
 
Purchase, exchange and redemption orders should be placed in accordance with
this Manual. It is recommended that investors in Wrap Fee Accounts and Advisory
Accounts make such orders through their Financial Advisor. PLEASE BE CAREFUL TO
REFERENCE "ADVISOR CLASS" IN ALL INSTRUCTIONS PROVIDED. See "How to Invest,"
"How to Make Exchanges," "How to Redeem Shares" and "Dividends, Other
Distributions and Federal Income Taxation" for more information.
 
Each Fund's Transfer Agent is GT GLOBAL INVESTOR SERVICES, INC.
 
INVESTMENTS BY MAIL
 
Send the completed Account Application (if initial purchase) or letter stating
Fund name, class of shares, shareholder's registered name and account number (if
subsequent purchase) with a check to:
 
   
    AIM/GT Funds
    P.O. Box 7345
    San Francisco, CA 94120-7345
    
 
INVESTMENTS BY BANK WIRE
 
A new account may be opened by calling 1-800-223-2138 to obtain an account
number. WITHIN SEVEN DAYS OF PURCHASE A COMPLETED ACCOUNT APPLICATION CONTAINING
THE INVESTOR'S CERTIFIED TAXPAYER IDENTIFICATION NUMBER MUST BE SENT TO THE
ADDRESS PROVIDED ABOVE UNDER "INVESTMENTS BY MAIL." Wire instructions must state
Fund name, class of shares, shareholder's registered name and account number.
Bank wires should be sent through the Federal Reserve Bank Wire System to:
 
    WELLS FARGO BANK N.A.
    ABA 121000248
    Attn: GT GLOBAL
         Account No. 4023-050701
 
EXCHANGES BY TELEPHONE
 
Call the Transfer Agent at 1-800-223-2138.
 
EXCHANGES BY MAIL
 
   
Send complete instructions, including name of Fund exchanging from, class of
shares, amount of exchange, name of the AIM/GT Fund exchanging into,
shareholder's registered name and account number, to:
    
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
REDEMPTIONS BY TELEPHONE
 
Call the Transfer Agent at 1-800-223-2138.
 
REDEMPTIONS BY MAIL
 
Send complete instructions, including name of Fund, class of shares, amount of
redemption, shareholder's registered name and account number, to:
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
OVERNIGHT MAIL
 
Overnight mail services do not deliver to post office boxes. To send purchase,
exchange or redemption orders by overnight mail, follow the above instructions
but send to the following address:
 
    GT Global Investor Services, Inc.
    California Plaza
    2121 N. California Boulevard
    Suite 450
    Walnut Creek, CA 94596
 
ADDITIONAL QUESTIONS
 
Shareholders with additional questions regarding purchase, exchange and
redemption procedures should call the Transfer Agent at 1-800-223-2138.
 
                               Prospectus Page 34
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                         CALCULATION OF NET ASSET VALUE
 
- --------------------------------------------------------------------------------
 
   
Each Fund calculates its net asset value as of the close of regular trading on
the NYSE (currently 4:00 p.m. Eastern Time, unless weather, equipment failure or
other factors contribute to an earlier closing time) each Business Day. Each
Fund's net asset value per share is computed by determining the value of its
total assets (which, in the case of the Financial Services Fund, Infrastructure
Fund, Resources Fund and Consumer Products and Services Fund is the value of its
proportionate share of the total assets of its corresponding Portfolio),
subtracting all of its liabilities, and dividing the result by the total number
of shares outstanding at such time. Net asset value is determined separately for
each class of shares of each Fund.
    
 
Equity securities held by the Theme Portfolios are valued at the last sale price
on the exchange or in the over-the-counter market in which such securities are
primarily 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. Long-term
debt obligations are valued at the mean of representative quoted bid and asked
prices for such securities or, if such prices are not available, at prices for
securities of comparable maturity, quality and type; however, when the
Sub-adviser deems it appropriate, prices obtained from a bond pricing service
will be used. Short-term debt investments are amortized to maturity based on
their cost, adjusted for foreign exchange translation and market fluctuations,
provided such valuations represent fair value. When market quotations for
futures and options positions held by a Fund are readily available, those
positions are valued based upon such quotations.
 
   
Securities and other assets for which market quotations are not readily
available are valued at fair value determined in good faith by or under the
direction of the Company's Board of Directors or the Portfolios' Board of
Trustees, as applicable. Securities and other assets quoted in foreign
currencies are valued in U.S. dollars based on the prevailing exchange rates on
that day.
    
 
Certain of the Theme Portfolios' securities from time to time may be listed
primarily on foreign exchanges that trade on days when the NYSE is closed (such
as a Saturday). As a result, the net asset value of a Fund's shares may be
significantly affected by such trading on days when shareholders cannot purchase
or redeem shares of that Fund.
 
- --------------------------------------------------------------------------------
 
                         DIVIDENDS, OTHER DISTRIBUTIONS
                          AND FEDERAL INCOME TAXATION
 
- --------------------------------------------------------------------------------
 
   
DIVIDENDS AND OTHER DISTRIBUTIONS. Each Fund annually declares and pays as a
dividend all of its net investment income, if any, which includes dividends,
accrued interest and earned discount (including both original issue and market
discounts) less applicable expenses. Each Fund also annually distributes
substantially all of its realized net capital gains and net gains from foreign
currency transactions, if any. In the case of each of the Financial Services
Fund, Infrastructure Fund, Resources Fund and Consumer Products and Services
Fund, its net investment income, realized net capital gains and net gains from
foreign currency transactions consist of its proportionate share of such income
and gains of its corresponding Portfolio. Each Fund may make an additional
dividend or other distribution each year if necessary to avoid a 4% excise tax
on certain undistributed income and gain.
    
 
Dividends and other distributions paid by each Fund with respect to all classes
of its shares are calculated in the same manner and at the same time. The per
share income dividends on Advisor Class shares of a Fund will be higher than the
per share income dividends on shares of other classes of that Fund
 
                               Prospectus Page 35
<PAGE>
                             AIM GLOBAL THEME FUNDS
as a result of the service and distribution fees applicable to those other
shares. SHAREHOLDERS MAY ELECT:
 
   
/ / to have all dividends and other distributions automatically reinvested in
    additional Advisor Class shares of the distributing Fund (or other AIM/ GT
    Funds); or
    
 
   
/ / to receive dividends in cash and have other distributions automatically
    reinvested in additional Advisor Class shares of the distributing Fund (or
    other AIM/GT Funds); or
    
 
   
/ / to receive other distributions in cash and have dividends automatically
    reinvested in additional Advisor Class shares of the distributing Fund (or
    other AIM/GT Funds); or
    
 
/ / to receive dividends and other distributions in cash.
 
   
Automatic reinvestments in additional Advisor Class shares are made at net asset
value without imposition of a sales charge. IF NO ELECTION IS MADE BY A
SHAREHOLDER, ALL DIVIDENDS AND OTHER DISTRIBUTIONS WILL BE AUTOMATICALLY
REINVESTED IN ADDITIONAL ADVISOR CLASS SHARES OF THE DISTRIBUTING FUND.
Reinvestments in another AIM/GT Fund may only be directed to an account with the
identical shareholder registration and account number. These elections may be
changed by a shareholder at any time; to be effective with respect to a
distribution, the shareholder or the shareholder's broker must contact the
Transfer Agent by mail or telephone at least 15 Business Days prior to the
payment date. THE FEDERAL INCOME TAX CONSEQUENCES OF DIVIDENDS AND OTHER
DISTRIBUTIONS ARE THE SAME WHETHER THEY ARE RECEIVED IN CASH OR REINVESTED IN
ADDITIONAL SHARES.
    
 
Any dividend or other distribution paid by a Fund has the effect of reducing the
net asset value per share on the ex-distribution date by the amount thereof.
Therefore, a dividend or other distribution paid shortly after a purchase of
shares would represent, in substance, a return of capital to the shareholder (to
the extent the distribution is paid on the shares so purchased), even though
subject to income tax, as discussed below.
 
   
TAXES. Each Fund intends to continue to qualify for treatment as a regulated
investment company under the Code. In each taxable year that a Fund so
qualifies, the Fund (but not its shareholders) will be relieved of federal
income tax on that part of its investment company taxable income (consisting
generally of net investment income, net gains from certain foreign currency
transactions and net short-term capital gain) and net capital gain (i.e., the
excess of net long-term capital gain over net short-term capital loss) that it
distributes to its shareholders. In the case of each of the Financial Services
Fund, Infrastructure Fund, Resources Fund and Consumer Products and Services
Fund, its investment company taxable income and net capital gain consists of its
proportionate share of its corresponding Portfolio's net investment income, net
gains from certain foreign currency transactions and net short-term capital gain
and net capital gain, respectively. Each Portfolio expects that it also will not
be liable for any federal income tax.
    
 
Dividends from a Fund's investment company taxable income (whether paid in cash
or reinvested in additional shares) are taxable to its shareholders as ordinary
income to the extent of the Fund's earnings and profits. Distributions of a
Fund's net capital gain, when designated as such, are taxable to its
shareholders as long-term capital gains, regardless of how long they have held
their Fund shares and whether paid in cash or reinvested in additional shares.
 
   
Under the Taxpayer Relief Act of 1997, different maximum tax rates apply to a
noncorporate taxpayer's net capital gain depending on the taxpayer's holding
period and marginal rate of federal income tax -- generally, 28% for gain
recognized on securities held for more than one year but not more than 18 months
and 20% (10% for taxpayers in the 15% marginal tax bracket) for gain recognized
on securities held for more than 18 months. Each Fund may divide each net
capital gain distribution into a 28% rate gain distribution and a 20% rate gain
distribution (in accordance with the Fund's holding periods for the securities
it sold that generated the distributed gain), in which event its shareholders
must treat those portions accordingly.
    
 
Each Fund provides federal tax information to its shareholders annually,
including information about dividends and capital gain distributions paid during
the preceding year and, under certain circumstances, the shareholders'
respective shares of any foreign taxes paid (directly or indirectly) by the
Fund, in which event each shareholder would be required to include in his or her
gross income his or her pro rata share of those taxes but might be entitled to
claim a credit or deduction for them. The information regarding capital gain
distributions designates the portions thereof subject to the different maximum
rates of tax applicable to noncorporate taxpayers' net capital gain indicated
above.
 
                               Prospectus Page 36
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
Each Fund must withhold 31% from dividends, capital gain distributions and
redemption proceeds payable to any individuals and certain other noncorporate
shareholders who have not furnished to the Fund a correct taxpayer
identification number or a properly completed claim for exemption on Form W-8 or
W-9. Withholding at that rate also is required from dividends and capital gain
distributions payable to such shareholders who otherwise are subject to backup
withholding. Fund accounts opened via a bank wire purchase (see "How to Invest
- -- Purchases Through the Transfer Agent") are considered to have uncertified
taxpayer identification numbers unless a completed Form W-8 or W-9 or Account
Application is received by the Transfer Agent within seven days after the
purchase. A shareholder should contact the Transfer Agent if the shareholder is
uncertain whether a proper taxpayer identification number is on file with a
Fund.
    
 
   
A redemption of Fund shares may result in taxable gain or loss to the redeeming
shareholder, depending upon whether the redemption proceeds are more or less
than the shareholder's adjusted basis for the redeemed shares. An exchange of
Fund shares for shares of another mutual fund generally will have similar tax
consequences. In addition, if Fund shares are purchased within 30 days before or
after redeeming other shares of the same Fund (regardless of class) at a loss,
all or a part of the loss will not be deductible and instead will increase the
basis of the newly purchased shares.
    
 
The foregoing is only a summary of some of the important federal tax
considerations generally affecting the Funds and their shareholders. See "Taxes"
in the Statement of Additional Information for a further discussion. There may
be other federal, state, local or foreign tax considerations applicable to a
particular investor. Prospective investors therefore are urged to consult their
tax advisers.
 
                               Prospectus Page 37
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
   
The Company's Board of Directors and the Portfolios' Board of Trustees have
overall responsibility for the operation of the Funds and the Portfolios,
respectively. The Company's Board of Directors and Portfolios' Board of Trustees
have approved all significant agreements between the Company and the Portfolios
on the one side and persons or companies furnishing services to the Funds and
the Theme Portfolios on the other, including the investment advisory and
administrative services agreement with AIM, the investment sub-advisory and
sub-administration agreement with the Sub-adviser, the agreements with AIM
Distributors regarding distribution of each Fund's shares, the custody agreement
with State Street Bank and Trust Company and the transfer agency agreement with
GT Global Investor Services, Inc. The day-to-day operations of each Theme
Portfolio are delegated to the officers of the Company and the Portfolios,
subject always to the objective and policies of the applicable Theme Portfolio
and to the general supervision of the Company's Board of Directors and
Portfolios' Board of Trustees. See "Directors and Executive Officers" in the
Statement of Additional Information for information on the Company's Directors
and the Portfolios' Trustees.
    
 
INVESTMENT MANAGEMENT AND ADMINISTRATION. Services provided by AIM and the
Sub-adviser as the Theme Portfolios' investment managers and administrators
include, but are not limited to, determining the composition of the investment
portfolio of the Portfolios and placing orders to buy, sell or hold particular
securities. In addition, AIM and the Sub-adviser provide the following
administration services to the Portfolios and the Funds: furnishing corporate
officers and clerical staff; providing office space, services and equipment; and
supervising all matters relating to the Portfolios' and the Funds' operation.
 
   
For investment management and administration services provided to the Health
Care Fund and Telecommunications Fund, each such Fund pays AIM a fee computed
daily and paid monthly based on each such Fund's average daily net assets at the
annualized rate of .975% on the first $500 million, .95% on the next $500
million, .925% on the next $500 million and .90% on amounts thereafter. Out of
the aggregate fees payable by a Fund, AIM pays the Sub-adviser sub-advisory and
sub-administration fees equal to 40% of the aggregate fees AIM receives from
each Fund.
    
 
   
For administration services, the Financial Services Fund, Infrastructure Fund,
Resources Fund and Consumer Products and Services Fund each pays AIM
administration fees computed daily and payable monthly at the annualized rate of
0.25% of such Fund's average daily net assets. AIM has appointed the Sub-adviser
as the Funds' sub-administrator. In addition, each such Fund bears its pro rata
portion of the investment management and administration fees paid by its
corresponding Portfolio to AIM and the Sub-adviser. The Financial Services
Portfolio, Infrastructure Portfolio, Resources Portfolio and Consumer Products
and Services Portfolio each pays AIM a fee, based on each such Portfolio's
average daily net assets at the annualized rate of .725% on the first $500
million, .70% on the next $500 million, .675% on the next $500 million and .65%
on all amounts thereafter. Out of its aggregate fees payable by a Fund and its
corresponding Portfolio, AIM pays the Sub-adviser sub-advisory and
sub-administration fees equal to 40% of the aggregate fees AIM receives from
each Fund and its corresponding Portfolio. The investment management and
administration fees paid by the Funds and the Portfolios are higher than those
paid by most mutual funds.
    
 
Each Fund pays all expenses not assumed by AIM, the Sub-adviser, AIM
Distributors or other agents. AIM has undertaken to limit each Fund's expenses
(exclusive of brokerage commissions, taxes, interest and extraordinary expenses)
to the annual rate of 1.50% of the average daily net assets of each Fund's
Advisor Class shares.
 
   
The Sub-adviser also serves as each Theme Portfolio's pricing and accounting
agent. For these services the Sub-adviser receives a fee at an annual rate
derived by applying 0.03% to the first $5 billion of assets of the AIM/GT Funds
and 0.02% to the assets in excess of $5 billion, and allocating the result
according to each Fund's average daily net assets.
    
 
                               Prospectus Page 38
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046, serves as the
investment adviser to each Theme Portfolio pursuant to a master investment
advisory agreement, dated as of May 29, 1998 (the "Advisory Agreement"). AIM was
organized in 1976 and, together with its subsidiaries, manages or advises
approximately 90 investment company portfolios encompassing a broad range of
investment objectives. The Sub-adviser, INVESCO (NY), Inc., 50 California
Street, 27th Floor, San Francisco, California 94111, and 1166 Avenue of the
Americas, New York, New York 10036, serves as the sub-adviser to each Theme
Portfolio pursuant to an investment sub-advisory agreement dated as of May 29,
1998. Prior to May 29, 1998, the Sub-adviser was known as Chancellor LGT Asset
Management, Inc. On May 29, 1998, Liechtenstein Global Trust AG ("LGT"), the
former indirect parent organization of the Sub-adviser, consummated a purchase
agreement with AMVESCAP PLC pursuant to which AMVESCAP PLC acquired LGT's Asset
Management Division, which included the Sub-adviser and certain other
affiliates. As a result of this transaction, the Sub-adviser is now an indirect
wholly owned subsidiary of AMVESCAP PLC. Prior to the sale, the Sub-adviser and
its worldwide asset management affiliates provided investment management and/or
administrative services to institutional, corporate and individual clients
around the world since 1969.
    
AIM and the Sub-adviser and their worldwide asset management affiliates provide
investment management and/or administrative services to institutional, corporate
and individual clients around the world. AIM and the Sub-adviser are both
indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and its
subsidiaries are an independent investment management group that has a
significant presence in the institutional and retail segment of the investment
management industry in North America and Europe, and a growing presence in Asia.
 
   
In addition to the investment resources of their Houston, San Francisco and New
York offices, AIM and the Sub-adviser draw upon the expertise, personnel, data
and systems of other offices, including investment offices in Atlanta, Boston,
Dallas, Denver, Louisville, Miami, Portland (Oregon), Frankfurt, Hong Kong,
London, Singapore, Sydney, Tokyo and Toronto. In managing the Theme Portfolios,
the Sub-adviser employs a team approach, taking advantage of its investment
resources around the world.
    
 
The investment professionals primarily responsible for the portfolio management
of the Theme Portfolios are as follows:
                      GLOBAL FINANCIAL SERVICES PORTFOLIO
   
<TABLE>
<CAPTION>
                            RESPONSIBILITIES FOR                            BUSINESS EXPERIENCE
NAME/OFFICE                    THE PORTFOLIO                                  PAST FIVE YEARS
- ------------------------  ------------------------  --------------------------------------------------------------------
<S>                       <C>                       <C>
A. James Ellman           Portfolio Manager since   Portfolio Manager for the Sub-adviser since 1995. Analyst for the
 San Francisco             1995                      Sub-adviser from 1994 to 1995.
 
                                            GLOBAL INFRASTRUCTURE PORTFOLIO
 
<CAPTION>
                            RESPONSIBILITIES FOR                            BUSINESS EXPERIENCE
NAME/OFFICE                    THE PORTFOLIO                                  PAST FIVE YEARS
- ------------------------  ------------------------  --------------------------------------------------------------------
<S>                       <C>                       <C>
Brian T. Nelson           Portfolio Manager since   Portfolio Manager for the Sub-adviser since September 1997. Senior
 San Francisco             1997                      Equity Research Analyst for the Sub-adviser from October 1996 to
                                                     September 1997. Employed by Chancellor Capital Management, Inc., a
                                                     predecessor of the Sub-adviser, from 1995 to October 1996. Equity
                                                     Research Analyst and Co-Portfolio Manager for Franklin Resources,
                                                     Inc. (San Mateo, CA) from 1988 to 1995.
 
                                               GLOBAL RESOURCES PORTFOLIO
<CAPTION>
                            RESPONSIBILITIES FOR                            BUSINESS EXPERIENCE
NAME/OFFICE                    THE PORTFOLIO                                  PAST FIVE YEARS
- ------------------------  ------------------------  --------------------------------------------------------------------
<S>                       <C>                       <C>
Derek H. Webb             Portfolio Manager since   Portfolio Manager for the Sub-adviser since 1994. Analyst for the
 San Francisco             Portfolio inception in    Sub-adviser from 1992 to 1994.
                           1994
</TABLE>
    
 
                               Prospectus Page 39
<PAGE>
                             AIM GLOBAL THEME FUNDS
   
<TABLE>
<S>                       <C>                       <C>
                                    GLOBAL CONSUMER PRODUCTS AND SERVICES PORTFOLIO
<CAPTION>
                            RESPONSIBILITIES FOR                            BUSINESS EXPERIENCE
NAME/OFFICE                    THE PORTFOLIO                                  PAST FIVE YEARS
- ------------------------  ------------------------  --------------------------------------------------------------------
<S>                       <C>                       <C>
Derek H. Webb             Portfolio Manager since   See description above.
 San Francisco             Portfolio inception in
                           1994
 
                                                GLOBAL HEALTH CARE FUND
<CAPTION>
                            RESPONSIBILITIES FOR                            BUSINESS EXPERIENCE
NAME/OFFICE                       THE FUND                                    PAST FIVE YEARS
- ------------------------  ------------------------  --------------------------------------------------------------------
<S>                       <C>                       <C>
Michael Yellen            Portfolio Manager since   Portfolio Manager for the Sub-adviser since 1996. Research analyst
 San Francisco             1996                      for the Sub-adviser from 1994 to 1996. Securities analyst and
                                                     Co-Portfolio Manager for Franklin Resources, Inc. (San Mateo, CA)
                                                     from 1991 to 1994.
 
                                             GLOBAL TELECOMMUNICATIONS FUND
<CAPTION>
                            RESPONSIBILITIES FOR                            BUSINESS EXPERIENCE
NAME/OFFICE                       THE FUND                                    PAST FIVE YEARS
- ------------------------  ------------------------  --------------------------------------------------------------------
<S>                       <C>                       <C>
Michael Mahoney           Portfolio Manager since   Portfolio Manager for the Sub-adviser since 1993. Investment Analyst
 San Francisco             1993                      for the Sub-adviser from 1991 to 1993.
</TABLE>
    
 
                            ------------------------
 
   
In placing orders for the Theme Portfolios' securities transactions, the
Sub-adviser seeks to obtain the best net results. Consistent with its obligation
to obtain the best net results, the Sub-adviser may consider a broker/dealer's
sale of shares of the AIM Funds as a factor in considering through whom
portfolio transactions will be effected. Brokerage transactions may be executed
through affiliates of AIM or the Sub-adviser. High portfolio turnover (over
100%) involves correspondingly greater brokerage commissions and other
transaction costs that the Funds will bear directly and could result in the
realization of net capital gains which would be taxable when distributed to
shareholders.
    
 
   
DISTRIBUTION OF FUND SHARES. AIM Distributors, a registered broker/dealer and a
wholly owned subsidiary of AIM, is the distributor of the Funds' Advisor Class
shares. The address of AIM Distributors is P.O. Box 4739, Houston, Texas
77210-4739.
    
 
   
AIM, the Sub-adviser or their affiliates may make ongoing payments to Financial
Advisors and others that facilitate the administration and servicing of Advisor
Class shareholder accounts.
    
 
   
AIM Distributors, at its own expense, may provide promotional incentives to
broker/dealers that sell shares of a Fund and/or shares of the other AIM Funds.
In some instances additional compensation or promotional incentives may be
offered to broker/dealers that have sold or may sell significant amounts of
shares during specified periods of time. Such compensation and incentives may
include, but are not limited to, cash, merchandise, trips and financial
assistance to broker/dealers in connection with preapproved conferences or
seminars, sales or training programs for invited sales personnel, payment for
travel expenses (including meals and lodging) incurred by sales personnel and
members of their families or other invited guests to various locations for such
seminars or training programs, seminars for the public, advertising and sales
campaigns regarding one or more of the AIM Funds, and/or other events sponsored
by the broker/dealers.
    
 
The Glass-Steagall Act and other applicable laws, among other things, generally
prohibit federally chartered or supervised banks from engaging in the business
of underwriting or distributing securities. Accordingly, AIM Distributors
intends to engage banks (if at all) only to perform administrative and
shareholder servicing functions. Banks and broker/dealer affiliates of banks may
also execute dealer agreements with AIM Distributors for the purpose of selling
shares of a Fund. If a bank were prohibited from so acting, its shareholder
clients would be permitted to remain shareholders, and alternative means for
continuing the servicing of such shareholders would be sought. It is not
expected that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences.
 
                               Prospectus Page 40
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                               OTHER INFORMATION
 
- --------------------------------------------------------------------------------
 
CONFIRMATIONS AND REPORTS TO SHAREHOLDERS. Each time a transaction is made that
affects a shareholder's account in a Fund, the shareholder will receive from the
Transfer Agent a confirmation statement reflecting the transaction.
Confirmations for transactions effected pursuant to a Fund's automatic dividend
reinvestment program may be provided quarterly. Shortly after the end of each
Fund's fiscal year on October 31 and fiscal half-year on April 30 of each year,
shareholders receive an annual and semiannual report, respectively. In addition,
the federal income status of distributions made by a Fund to shareholders will
be reported after the end of the calendar year on Form 1099-DIV. Under certain
circumstances, duplicate mailings of the foregoing reports to the same household
may be consolidated.
 
   
ORGANIZATION OF THE COMPANY. The Company was organized as a Maryland corporation
on October 29, 1987. Prior to May 29, 1998, the Company operated under the name
G.T. Investment Funds, Inc. From time to time, the Company has established and
may continue to establish other funds, each corresponding to a distinct
investment portfolio and a distinct series of the Company's shares. Shares of
each Fund are entitled to one vote per share (with proportional voting for
fractional shares) and are freely transferable. Shareholders have no preemptive
or conversion rights.
    
 
   
On any matter submitted to a vote of shareholders, shares of a Fund will be
voted by a Fund's shareholders individually when the matter affects the specific
interest of that Fund only, such as approval of its investment management
arrangements. In addition, shares of a particular class of a Fund may vote on
matters affecting only that class. The shares of each Fund and of all the
Company's other funds will be voted in the aggregate on other matters, such as
the election of Directors and ratification of the selection of the Company's
independent accountants.
    
 
   
Normally there will be no annual meeting of shareholders in any year, except as
required under the 1940 Act. The Company would be required to hold a
shareholders' meeting in the event that at any time less than a majority of the
Directors holding office had been elected by shareholders. Directors shall
continue to hold office until their successors are elected and have qualified.
Shares of the Company's funds do not have cumulative voting rights, which means
that the holders of a majority of the shares voting for the election of
Directors can elect all the Directors. A Director may be removed upon a majority
vote of the shareholders qualified to vote in the election. Shareholders holding
10% of the Company's outstanding voting shares may call a meeting of
shareholders for the purpose of voting upon the question of removal of any
Director or for any other purpose. The 1940 Act requires the Company to assist
shareholders in calling such a meeting.
    
 
   
Each Fund offers Advisor Class shares through this Prospectus to certain
investors. Each Fund also offers Class A shares and Class B shares to investors
through a separate prospectus. Each class of shares will experience different
net asset values and dividends as a result of different expenses borne by each
class of shares. The per share net asset value and dividends of the Advisor
Class shares of a Fund generally will be higher than that of the Class A and B
shares of that Fund because of the higher expenses borne by the Class A and B
shares. Consequently, during comparable periods, the Funds expect that the total
return on an investment in shares of the Advisor Class will be higher than the
total return on Class A or Class B shares.
    
 
   
Pursuant to the Company's Articles of Incorporation, it may issue six billion
shares. Of this number, 300 million shares have been classified as shares of
each Fund (500 million shares in the case of Telecommunications Fund), 100
million shares as Class A shares and 100 million shares as Class B shares,
except for the Telecommunications Fund, of which 200 million shares have each
been classified as Class A shares and Class B shares, respectively. One hundred
million shares have been classified as Advisor Class shares for each Fund. These
amounts may be increased from time to time in the discretion of the Board of
Directors. Each share of each Fund represents an interest in that Fund only, has
a par value of $0.0001 per share, represents an equal proportionate interest in
that Fund with other shares of that Fund and is entitled to
    
 
                               Prospectus Page 41
<PAGE>
                             AIM GLOBAL THEME FUNDS
   
such dividends and other distributions out of the income earned and gain
realized on the assets belonging to that Fund as may be declared at the
discretion of the Board of Directors. Each Class A, Class B and Advisor Class
share of each Fund is equal in earnings, assets and voting privileges, except as
noted above, and each class bears the expenses, if any, related to the
distribution of its shares. Shares of each Fund, when issued, are fully paid and
nonassessable.
    
 
   
Shareholders have been asked to vote on the reorganization of the Company into a
Delaware business trust. If approved by shareholders, it is anticipated that the
reorganization would occur prior to October 1, 1998.
    
 
   
ORGANIZATION OF THE PORTFOLIOS. Each Portfolio is organized as a subtrust of a
Delaware business trust. The Declaration of Trust provides that the Financial
Services Fund, Infrastructure Fund, Resources Fund and Consumer Products and
Services Fund and other entities investing in its corresponding Portfolio (E.G.,
other investment companies, insurance company separate accounts and common and
commingled trust funds), if any, will each be liable for all obligations of that
Portfolio. However, the Directors of the Company believe that the risk of such
Funds' incurring financial loss because of such liability is limited to
circumstances in which both inadequate insurance existed and each of the
Portfolios itself was unable to meet its obligations, and that neither the
Financial Services Fund, Infrastructure Fund, Resources Fund and Consumer
Products and Services Fund nor their shareholders will be exposed to a material
risk of liability by reason of the Funds' investing in their corresponding
Portfolios.
    
 
   
Under Delaware law, the Financial Services Fund, Resources Fund, Infrastructure
Fund, Consumer Products and Services Fund and other entities investing in the
Portfolios enjoy the same limitations of liability extended to shareholders of
private, for-profit corporations. There is a remote possibility, however, that
under certain circumstances an investor in a Portfolio may be held liable for
the Portfolio's obligations. However, the Investment Portfolio's Declaration of
Trust disclaims shareholder liability for acts or obligations of the Portfolios
and requires that notice of such disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Portfolio or a trustee.
The Declaration of Trust also provides for indemnification from the Portfolio
property for all losses and expenses of any shareholder held personally liable
for the Portfolios' obligations. Thus the risk of an investor incurring
financial loss on account of such liability is limited to circumstances in which
the Portfolios themselves would be unable to meet their obligations and where
the other party was held not to be bound by the disclaimer.
    
 
   
Whenever the Financial Services Fund, Infrastructure Fund, Resources Fund and
Consumer Products and Services Fund is requested to vote on any proposal of its
corresponding Portfolio, such Fund will hold a meeting of such Fund's
shareholders and will cast its vote as instructed by its shareholders. Shares
for which no voting instructions are received will be voted in the same
proportion as the shares for which voting instructions are received.
    
 
SHAREHOLDER INQUIRIES. Shareholder inquiries may be made by calling the Funds
toll-free at (800) 223-2138 or by writing to the Funds at 50 California Street,
27th Floor, San Francisco, CA 94111.
 
PERFORMANCE INFORMATION. The Funds, from time to time, may include information
on their investment results and/or comparisons of their investment results to
various unmanaged indices or results of other mutual funds or groups of mutual
funds in advertisements, sales literature or reports furnished to present or
prospective shareholders.
 
In such materials, the Funds may quote their average annual total return
("Standardized Return"). Standardized Return is calculated separately for each
class of shares of each Fund. Standardized Return shows percentage rates
reflecting the average annual change in the value of an assumed investment in a
Fund at the end of one-, five- and ten-year periods, reduced by the maximum
applicable sales charge imposed on sales of Fund shares. If a one-, five- and/or
ten-year period has not yet elapsed, data will be provided as of the end of a
shorter period corresponding to the life of a Fund. Standardized Return assumes
reinvestment of all dividends and other distributions.
 
In addition, in order to more completely represent the Funds' performance or
more accurately compare such performance to other measures of investment return,
the Funds also may include in advertisements, sales literature and shareholder
reports other total return performance data ("Non-Standardized Return").
Non-Standardized Return reflects percentage rates of return encompassing all
elements of return (i.e., income and capital appreciation or depreciation) and
assumes
 
                               Prospectus Page 42
<PAGE>
                             AIM GLOBAL THEME FUNDS
reinvestment of all dividends and other distributions. Non-Standardized Return
may be quoted for the same or different periods as those for which Standardized
Return is quoted; it may consist of an aggregate or average annual percentage
rate of return, actual year-by-year rates or any combination thereof.
Non-Standardized Return may or may not take sales charges into account;
performance data calculated without taking the effect of sales charges into
account will be higher than data including the effect of such charges.
 
The Funds' performance data reflects past performance and is not necessarily
indicative of future results. The Funds' investment results will vary from time
to time depending upon market conditions, the composition of their portfolios
and their operating expenses. These factors and possible differences in
calculation methods should be considered when comparing a Fund's investment
results with those published for other investment companies, other investment
vehicles and unmanaged indices. Each Fund's results also should be considered
relative to the risks associated with its investment objective and policies. See
"Investment Results" in the Statement of Additional Information.
 
Each Fund's annual report contains additional information with respect to its
performance. The annual report is available to investors upon request and free
of charge.
 
   
YEAR 2000 COMPLIANCE PROJECT. In providing services to the Funds, AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely on internal computer
systems as well as external computer systems provided by third parties. Some of
these systems were not originally designed to distinguish between the year 1900
and the year 2000. This inability, if not corrected, could adversely affect the
services AIM, AIM Distributors, the Transfer Agent and the Sub-adviser and
others provide the Funds and their shareholders.
    
 
   
To address this important issue, AIM, AIM Distributors, the Transfer Agent and
the Sub-adviser have undertaken a comprehensive Year 2000 Compliance Project
(the "Project"). The Project consists of four phases: (i) inventorying every
software and hardware system in use at AIM, AIM Distributors, the Transfer Agent
and the Sub-adviser, as well as remote, third-party systems on AIM, which AIM,
AIM Distributors, the Transfer Agent and the Sub-adviser rely; (ii) identifying
those systems that may not function properly after December 31, 1999; (iii)
correcting or replacing those systems that have been so identified; and (iv)
testing the processing of Fund data in all systems. Phase (i) has been
completed; phase (ii) is substantially completed; phase (iii) has commenced; and
phase (iv) is expected to commence during the third quarter of 1998. The Project
is scheduled to be completed by December 31, 1998. Following completion of the
Project, AIM, AIM Distributors and the Sub-adviser will review any systems
subsequently acquired to confirm that they are year 2000 compliant.
    
 
TRANSFER AGENT. Shareholder servicing, reporting and general transfer agent
functions for the Funds are performed by GT Global Investor Services, Inc. The
Transfer Agent is an affiliate of the Sub-adviser and AIM and maintains offices
at California Plaza, 2121 N. California Boulevard, Suite 450, Walnut Creek, CA
94596.
 
CUSTODIAN. State Street Bank and Trust Company, 225 Franklin Street, Boston, MA
02110, is custodian of the assets of the Theme Portfolios.
 
COUNSEL. The law firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue,
N.W., Washington, D.C. 20036-1800, acts as counsel to the Company and to the
Theme Portfolios. Kirkpatrick & Lockhart LLP also acts as counsel to the Sub-
adviser and the Transfer Agent in connection with other matters.
 
   
INDEPENDENT ACCOUNTANTS. The Theme Portfolios' independent accountants are
Coopers & Lybrand L.L.P., One Post Office Square, Boston, MA 02109. Coopers &
Lybrand L.L.P. conducts an annual audit of the Funds and Portfolios, assists in
the preparation of the Funds' and Portfolios' federal and state income tax
returns and consults with the Company and the Funds and the Portfolios as to
matters of accounting, regulatory filings, and federal and state income
taxation.
    
 
MULTIPLE TRANSLATIONS OF THE PROSPECTUS. This Prospectus may be translated into
other languages. In the event of any inconsistency or ambiguity as to the
meaning of any word or phrase contained in a translation, the English text shall
prevail.
 
                               Prospectus Page 43
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW, INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF INVESTING IN RELATED INDUSTRIES, PLEASE CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
                                     [LOGO]
 
  NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
  ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
  PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
  NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY AIM INVESTMENT FUNDS, INC.,
  AIM GLOBAL FINANCIAL SERVICES FUND, GLOBAL FINANCIAL SERVICES PORTFOLIO, AIM
  GLOBAL INFRASTRUCTURE FUND, GLOBAL INFRASTRUCTURE PORTFOLIO, AIM GLOBAL
  RESOURCES FUND, GLOBAL RESOURCES PORTFOLIO, AIM GLOBAL CONSUMER PRODUCTS AND
  SERVICES FUND, GLOBAL CONSUMER PRODUCTS AND SERVICES PORTFOLIO, AIM GLOBAL
  HEALTH CARE FUND, AIM GLOBAL TELECOMMUNICATIONS FUND, A I M ADVISORS, INC.,
  INVESCO (NY), INC. OR A I M DISTRIBUTORS, INC. THIS PROSPECTUS DOES NOT
  CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF ANY OFFER TO BUY ANY OF THE
  SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
  UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
    
 
   
                                                                       GTH-PRO-2
    
<PAGE>
   
                            AIM GLOBAL INCOME FUNDS:
                                 ADVISOR CLASS
    
                           PROSPECTUS -- JUNE 1, 1998
- --------------------------------------------------------------------------------
 
   
AIM GLOBAL GOVERNMENT INCOME FUND ("GOVERNMENT INCOME FUND") seeks a high level
of current income by investing primarily in high quality U.S. and foreign
government debt securities. The Fund's secondary objectives are capital
appreciation and protection of principal through active management of its
maturity structure and currency exposure.
    
 
   
AIM STRATEGIC INCOME FUND ("STRATEGIC INCOME FUND") primarily seeks high current
income and secondarily seeks capital appreciation. The Fund allocates its assets
among debt securities of issuers in: (1) the United States; (2) developed
foreign countries; and (3) emerging markets.
    
 
   
AIM GLOBAL HIGH INCOME FUND ("HIGH INCOME FUND") primarily seeks high current
income and secondarily seeks capital appreciation by investing all of its
investable assets in the Global High Income Portfolio ("Portfolio"), which, in
turn, invests primarily in the debt securities of issuers located in emerging
markets. The Portfolio's investment objectives are identical to those of the
Fund.
    
 
There can be no assurance that any Fund or the Portfolio will achieve its
investment objectives. The investment experience of the High Income Fund will
correspond directly with the investment experience of the Portfolio.
 
FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED BY,
ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
 
   
The Funds and the Portfolio are managed by A I M Advisors, Inc. ("AIM") and are
sub-advised and sub-administered by INVESCO (NY), Inc. (the "Sub-adviser"). AIM
and the Sub-adviser and their worldwide asset management affiliates provide
investment management and/or administrative services to institutional, corporate
and individual clients around the world. AIM and the Sub-adviser are both
indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and its
subsidiaries are an independent investment management group that has a
significant presence in the institutional and retail segment of the investment
management industry in North America and Europe, and a growing presence in Asia.
    
 
The Funds are designed for long-term investors and not as trading vehicles, do
not represent a complete investment program and are not suitable for all
investors. An investment in any of the Funds involves risk factors that should
be reviewed carefully by potential investors. The Strategic Income Fund and the
Portfolio both are authorized to borrow money for investment purposes, which
would increase the volatility of their performance and involves additional
risks. See "Investment Objectives and Policies" and "Risk Factors."
 
THE STRATEGIC INCOME FUND INVESTS UP TO 50% OF ITS TOTAL ASSETS, AND THE
PORTFOLIO INVESTS UP TO 100% OF ITS TOTAL ASSETS, IN LOWER QUALITY AND UNRATED
FOREIGN GOVERNMENT BONDS WHOSE CREDIT QUALITY IS GENERALLY CONSIDERED THE
EQUIVALENT OF U.S. CORPORATE DEBT SECURITIES COMMONLY KNOWN AS "JUNK BONDS."
INVESTMENTS OF THIS TYPE ARE SUBJECT TO A GREATER RISK OF LOSS OF PRINCIPAL AND
INTEREST. PURCHASERS SHOULD CAREFULLY ASSESS THE RISKS ASSOCIATED WITH AN
INVESTMENT IN THESE FUNDS. SEE "INVESTMENT OBJECTIVES AND POLICIES" AND "RISK
FACTORS."
 
Shares offered by this Prospectus are available for purchase only by certain
investors and are offered at net asset value without the imposition of a front-
end or contingent deferred sales charge or Rule 12b-1 fees.
 
   
This Prospectus sets forth concisely information an investor should know before
investing and should be read carefully and retained for future reference. A
Statement of Additional Information, dated June 1, 1998, has been filed with the
Securities and Exchange Commission ("SEC") and, as supplemented or amended from
time to time, is incorporated herein by reference. The Statement of Additional
Information is available without charge by writing to the Funds at 50 California
Street, 27th Floor, San Francisco, CA 94111, or by calling (800) 347-4246. It is
also available, along with other related materials, on the SEC's Internet web
site (http://www.sec.gov).
    
 
   
FOR FURTHER INFORMATION, CALL (800) 824-1580 OR CONTACT YOUR FINANCIAL ADVISER.
    
 
                                     [LOGO]
 
- --------------------------------------------------------------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
 AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
   PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
              ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                               Prospectus Page 1
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                               TABLE OF CONTENTS
- ------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                              Page
                                                                                            ---------
<S>                                                                                         <C>
Prospectus Summary........................................................................          3
Financial Highlights......................................................................          6
Investment Objectives and Policies........................................................         12
Risk Factors..............................................................................         21
How to Invest.............................................................................         27
How to Make Exchanges.....................................................................         29
How to Redeem Shares......................................................................         30
Shareholder Account Manual................................................................         32
Calculation of Net Asset Value............................................................         33
Dividends, Other Distributions and Federal Income Taxation................................         34
Management................................................................................         36
Other Information.........................................................................         39
Appendix A -- Description of Debt Ratings.................................................         42
</TABLE>
    
 
                               Prospectus Page 2
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                               PROSPECTUS SUMMARY
- ------------------------------------------------------------
The following summary is qualified in its entirety by the more detailed
information appearing in the body of this Prospectus. Cross-references in the
summary are to headings in the body of this Prospectus.
 
   
<TABLE>
<S>                            <C>                                               <C>
The Funds and the Portfolio:   Each Fund is a non-diversified series of AIM Investment Funds, Inc. (the "Company"). The Portfolio is
                               a non-diversified, open-end management investment company.
Investment Objectives:         The Government Income Fund primarily seeks high current income and secondarily seeks capital
                               appreciation and protection of principal. The Strategic Income Fund and the High Income Fund
                               primarily seek high current income and secondarily seek capital appreciation.
Principal Investments:         The Government Income Fund invests primarily in high quality U.S. and foreign government debt
                               obligations.
                               The Strategic Income Fund allocates its assets among debt securities of issuers in: (1) the United
                               States; (2) developed foreign countries; and (3) emerging markets, and selects particular securities
                               in each sector based on their relative investment merit.
                               The High Income Fund invests all of its investable assets in the Portfolio, which, in turn, invests
                               primarily in debt securities of issuers located in emerging markets.
Principal Risk Factors:        There is no assurance that the Funds or the Portfolio will achieve their investment objectives. Each
                               Fund's net asset value will fluctuate, reflecting fluctuations in the market value of its or its
                               corresponding Portfolio's portfolio holdings. The value of debt securities held by the Government
                               Income Fund, Strategic Income Fund and Portfolio generally fluctuates with interest rate movements.
                               The Government Income Fund, Strategic Income Fund and Portfolio will invest in foreign securities.
                               Investments in foreign securities involve risks relating to political and economic developments
                               abroad and the differences between the regulations to which U.S. and foreign issuers are subject.
                               Individual foreign economies also may differ favorably or unfavorably from the U.S. economy. Changes
                               in foreign currency exchange rates will affect a Fund's or the Portfolio's net asset value, earnings
                               and gains and losses realized on sales of securities. Securities of foreign companies may be less
                               liquid and their prices more volatile than those of securities of comparable U.S. companies. The
                               Portfolio will normally invest at least 65% of its total assets in debt securities of issuers in
                               emerging markets and the Strategic Income Fund may invest in such securities. Such investments entail
                               greater risk than investing in securities of issuers in developed markets.
                               The Government Income Fund, Strategic Income Fund and Portfolio may engage in certain foreign
                               currency, options and futures transactions to attempt to hedge against the overall level of
                               investment and currency risk associated with its present or planned investments. Such transactions
                               involve certain risks and transaction costs.
                               The Strategic Income Fund may invest up to 50% of its total assets, and the Portfolio may invest up
                               to 100% of its total assets, in debt securities rated below investment grade or, if not rated,
                               determined by the Sub-adviser to be of comparable quality. Investments of this type are subject to
                               greater risk of loss of principal and interest.
                               See "Investment Objectives and Policies" and "Risk Factors."
</TABLE>
    
 
                               Prospectus Page 3
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
   
<TABLE>
<S>                            <C>                                               <C>
Investment Managers:           AIM and the Sub-adviser and their worldwide asset management affiliates provide investment management
                               and/or administrative services to institutional, corporate and individual clients around the world.
                               AIM and the Sub-adviser are both indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and
                               its subsidiaries are an independent investment management group that has a significant presence in
                               the institutional and retail segment of the investment management industry in North America and
                               Europe, and a growing presence in Asia. AIM was organized in 1976 and, together with its affiliates,
                               currently advises approximately 90 investment company portfolios. AIM advises the Funds and other
                               investment company portfolios which are sub-advised by the Sub-adviser ("AIM/GT Funds"). On May 29,
                               1998, AMVESCAP PLC acquired the Asset Management Division of Liechtenstein Global Trust AG, which
                               included the Sub-adviser and certain other affiliates. AIM also serves as the investment adviser to
                               other mutual funds, which are not sub-advised by the Sub-adviser, that are part of The AIM Family of
                               Funds-Registered Trademark- ("The AIM Family of Funds," and together with the AIM/GT Funds, the "AIM
                               Funds").
Advisor Class Shares:          Advisor Class shares are offered through a separate Prospectus to (a) trustees or other fiduciaries
                               purchasing shares for employee benefit plans which are sponsored by organizations which have at least
                               1,000 employees; (b) any account with assets of at least $10,000 if (i) a financial planner, trust
                               company, bank trust department or registered investment adviser has investment discretion over such
                               account, and (ii) the account holder pays such person as compensation for its advice and other
                               services an annual fee of at least .50% on the assets in the account; (c) any account with assets of
                               a least $10,000 if (i) such account is established under a "wrap fee" program, and (ii) the account
                               holder pays the sponsor of such program an annual fee of at least .50% on the assets in the account;
                               (d) accounts advised by INVESCO (NY), Inc. or one of the companies formerly affiliated with
                               Liechtenstein Global Trust AG, provided such accounts were invested in Advisor Class shares of any of
                               the AIM/GT Funds on June 1, 1998; and (e) any of the companies composing or affiliated with AMVESCAP
                               PLC.
Shares Available Through:      Advisor Class shares of each Fund are available through Financial Advisers (as defined herein) that
                               have entered into agreements with the Funds' distributor, A I M Distributors, Inc. ("AIM
                               Distributors") or certain of its affiliates. See "How to Invest" and "Shareholder Account Manual."
Exchange Privileges:           Advisor Class shares may be exchanged for Advisor Class shares of other AIM/GT Funds. See "How to
                               Make Exchanges" and "Shareholder Account Manual."
Redemptions:                   Shares may be redeemed through the Transfer Agent. See "How to Redeem Shares" and "Shareholder
                               Account Manual."
Dividends and Other            Dividends are paid monthly from net investment income; other distributions are paid annually from net
  Distributions:               short term capital gain, net capital gain and net gains from foreign currency transactions, if any.
Reinvestment:                  Dividends and other distributions may be reinvested automatically in Advisor Class shares of the
                               distributing Fund or in Advisor Class shares of other AIM/GT Funds.
</TABLE>
    
 
   
THE AIM FAMILY OF FUNDS, THE AIM FAMILY OF FUNDS AND DESIGN (I.E., THE AIM
LOGO), AIM AND DESIGN, AIM, AIM LINK, AIM INSTITUTIONAL FUNDS, AIMFUNDS.COM, LA
FAMILIA AIM DE FONDOS AND LA FAMILIA AIM DE FONDOS AND DESIGN ARE REGISTERED
SERVICE MARKS AND INVEST WITH DISCIPLINE AND AIM BANK CONNECTION ARE SERVICE
MARKS OF A I M MANAGEMENT GROUP INC.
    
 
                               Prospectus Page 4
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
 
SUMMARY OF INVESTOR COSTS. The expenses and maximum transaction costs associated
with investing in the Advisor Class shares of the Funds are reflected in the
following tables (1):
 
<TABLE>
<CAPTION>
                                                                              GOVERNMENT        STRATEGIC       HIGH INCOME
                                                                              INCOME FUND      INCOME FUND         FUND
                                                                            ---------------  ---------------  ---------------
                                                                             ADVISOR CLASS    ADVISOR CLASS    ADVISOR CLASS
                                                                            ---------------  ---------------  ---------------
<S>                                                                         <C>              <C>              <C>
SHAREHOLDER TRANSACTION COSTS:
  Maximum sales charge on purchases of shares (as a % of offering
   price).................................................................          None             None             None
  Sales charges on reinvested distributions to shareholders...............          None             None             None
  Maximum deferred sales charge (as a % of net asset value at time of
   purchase or sale, whichever is less)...................................          None             None             None
  Redemption charges......................................................          None             None             None
  Exchange fees...........................................................          None             None             None
 
ANNUAL FUND OPERATING EXPENSES (2):
 (AS A % OF AVERAGE NET ASSETS)
  Investment management and administration fees...........................         0.73%            0.73%            0.90%
  12b-1 distribution and service fees.....................................          None             None             None
  Other expenses..........................................................         0.43%            0.36%            0.33%
                                                                                  ------           ------           ------
  Total Fund Operating Expenses...........................................         1.16%            1.09%            1.23%
                                                                                  ------           ------           ------
                                                                                  ------           ------           ------
</TABLE>
 
   
HYPOTHETICAL EXAMPLE OF EFFECT OF EXPENSES (3):
    
 
An investor would have directly or indirectly paid the following expenses at the
end of the periods shown on a $1,000 investment in the Funds, assuming a 5%
annual return:
 
<TABLE>
<CAPTION>
                                                                 ONE YEAR     THREE YEARS     FIVE YEARS     TEN YEARS
                                                                  -----          ------         -----          -----
<S>                                                            <C>            <C>            <C>            <C>
  Government Income Fund
  Advisor Class Shares......................................   $        12    $        37    $        64    $       142
  Strategic Income Fund
  Advisor Class Shares......................................   $        11    $        35    $        60    $       133
  High Income Fund
  Advisor Class Shares......................................   $        13    $        39    $        68    $       150
</TABLE>
 
- ------------------------------
 
   
(1) THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
    COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN A FUND.
    
 
   
(2) Expenses are based on the Funds' fiscal year ended October 31, 1997. "Other
    expenses" include custody, transfer agent, legal, audit and other operating
    expenses. See "Management" herein and the Statement of Additional
    Information for more information. Investors purchasing Advisor Class shares
    through financial planners, trust companies, bank trust departments or
    registered investment advisers, or under a "wrap fee" program, will be
    subject to additional fees charged by such entities or by the sponsors of
    such programs. Where any account advised by one of the companies composing
    or affiliated with AMVESCAP PLC invests in Advisor Class shares of a Fund,
    such account shall not be subject to duplicative advisory fees. The Board of
    Directors of the Company believes that the aggregate per share expenses of
    the High Income Fund and the Portfolio will be less than or approximately
    equal to the expenses which the Fund would incur if the assets of that Fund
    were invested directly in the type of securities being held by the
    Portfolio.
    
 
   
(3) THE "HYPOTHETICAL EXAMPLE" IS NOT A REPRESENTATION OF PAST OR FUTURE
    EXPENSES. THE FUNDS' AND THE PORTFOLIO'S ACTUAL EXPENSES, AND AN INVESTOR'S
    DIRECT AND INDIRECT EXPENSES, MAY BE MORE OR LESS THAN THOSE SHOWN. The
    tables and the assumption in the Hypothetical Example of a 5% annual return
    are required by regulation of the SEC applicable to all mutual funds; the 5%
    annual return is not a prediction of and does not represent the Funds' or
    the Portfolio's projected or actual performance.
    
 
                               Prospectus Page 5
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
 
   
The tables below provide condensed financial information concerning income and
capital changes for one Class A and Advisor Class share of each Fund for the
periods shown. For the period March 29, 1988 (commencement of operations) to
October 21, 1992, the Strategic Income Fund was named G.T. Global Bond Fund and
operated under different investment objectives, policies and limitations. This
information is supplemented by the financial statements and accompanying notes
appearing in the Statement of Additional Information. The financial statements
and notes for fiscal year ended October 31, 1997 have been audited by Coopers &
Lybrand L.L.P. independent accountants, whose report thereon also is included in
the Statement of Additional Information.
    
 
   
                             GOVERNMENT INCOME FUND
                  (FORMERLY GT GLOBAL GOVERNMENT INCOME FUND)
    
 
<TABLE>
<CAPTION>
                                                        CLASS A+
                      ----------------------------------------------------------------------------
                                                  YEAR ENDED OCT. 31,
                      ----------------------------------------------------------------------------
                      1997(c)     1996      1995(c)   1994(c)     1993(c)       1992        1991
                      --------  --------    --------  --------    --------    --------    --------
<S>                   <C>       <C>         <C>       <C>         <C>         <C>         <C>
Per Share Operating
 Performance:
Net asset value,
 beginning of
 period.............  $   8.74  $   8.81    $   8.63  $  11.07    $   9.83    $  10.29    $  10.46
                      --------  --------    --------  --------    --------    --------    --------
Income from
 investment
 operations:
  Net investment
   income...........      0.52      0.57        0.62      0.65        0.74        0.92        0.99
  Net realized and
   unrealized gain
   (loss) on
   investments......     (0.13)     0.03        0.15     (1.52)       1.34       (0.31)      (0.07)
                      --------  --------    --------  --------    --------    --------    --------
    Net increase
     (decrease) from
     investment
     operations.....      0.39      0.60        0.77     (0.87)       2.08        0.61        0.92
                      --------  --------    --------  --------    --------    --------    --------
Distributions:
  From net
   investment
   income...........     (0.31)    (0.57)      (0.59)    (0.65)      (0.74)      (0.83)      (1.00)
  From net realized
   gain on
   investments......        --     (0.10)         --     (0.27)         --       (0.13)      (0.09)
  In excess of net
   investment
   income...........     (0.20)       --          --        --          --          --          --
  In excess of net
   realized gain on
   investments......        --        --          --     (0.55)         --          --          --
  Return of
   capital..........        --        --          --     (0.10)         --          --          --
  From sources other
   than net
   investment
   income...........        --        --          --        --       (0.10)      (0.11)         --
                      --------  --------    --------  --------    --------    --------    --------
    Total
    distributions...     (0.51)    (0.67)      (0.59)    (1.57)      (0.84)      (1.07)      (1.09)
                      --------  --------    --------  --------    --------    --------    --------
Net asset value, end
 of period..........  $   8.62  $   8.74    $   8.81  $   8.63    $  11.07    $   9.83    $  10.29
                      --------  --------    --------  --------    --------    --------    --------
                      --------  --------    --------  --------    --------    --------    --------
Total investment
 return (d).........     4.78%     7.11%       9.22%   (8.87)%       21.9%        6.3%        9.4%
Ratios and
 supplemental data:
Net assets, end of
 period (in
 000's).............  $154,272  $240,945    $385,404  $502,094    $708,301    $623,387    $399,200
Ratio of net
 investment income
 to average net
 assets.............     6.04%     6.52%       6.98%     6.87%        7.1%        9.0%        9.5%
Ratio of expenses to
 average net assets:
  With expense
   reductions.......     1.34%     1.34%       1.35%     1.33%        1.4%        1.6%        1.6%
  Without expense
   reductions.......     1.51%     1.39%       1.38%       N/A         N/A         N/A         N/A
Portfolio turnover
 rate ++++..........      241%      268%        385%      625%        495%        351%        326%
</TABLE>
 
- ------------------------------
 
+    All capital shares issued and outstanding as of October 21, 1992 were
     reclassified as Class A shares.
 
+++  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 
++++ Portfolio turnover is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares issued.
 
*    Net of $0.01 per share of Fund operating expenses reimbursed by the
     Sub-adviser.
 
(a)  Not annualized.
 
(b)  Annualized.
 
(c)  These selected per share data were calculated based upon average shares
     outstanding during the period.
 
(d)  Total investment return does not include sales charges.
 
N/A  Not Applicable.
 
                               Prospectus Page 6
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                             GOVERNMENT INCOME FUND
                                  (CONTINUED)
 
<TABLE>
<CAPTION>
                                                          CLASS A+                         ADVISOR CLASS+++
                                          ----------------------------------------   ----------------------------
                                                                  MARCH 29, 1988       YEAR ENDED    JUNE 1, 1995
                                           YEAR ENDED OCT. 31,     (COMMENCEMENT        OCT. 31,          TO
                                          ---------------------  OF OPERATIONS) TO   --------------    OCT. 31,
                                            1990         1989      OCT. 31, 1988      1997    1996     1995(c)
                                          --------     --------  -----------------   ------  ------  ------------
<S>                                       <C>          <C>       <C>                 <C>     <C>     <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $  10.45     $  10.86       $ 11.43        $ 8.73  $ 8.80     $ 8.98
                                          --------     --------      --------        ------  ------  ------------
Income from investment operations:
  Net investment income.................      1.18         1.15          0.49*         0.55    0.60       0.26
  Net realized and unrealized gain
   (loss) on investments................     (0.02)       (0.35)       (0.44)         (0.13)   0.03     (0.19)
                                          --------     --------      --------        ------  ------  ------------
    Net increase (decrease) from
     investment operations..............      1.16         0.80          0.05          0.42    0.63       0.07
                                          --------     --------      --------        ------  ------  ------------
Distributions:
  From net investment income............     (1.15)       (1.20)       (0.49)         (0.33) (0.60)     (0.25)
  From net realized gain on
   investments..........................        --           --        (0.12)            --  (0.10)         --
  In excess of net investment income....        --           --            --         (0.21)     --         --
  In excess of net realized gain on
   investments..........................        --           --            --            --      --         --
  Return of capital.....................        --           --            --            --      --         --
  From sources other than net investment
   income...............................        --        (0.01)       (0.01)            --      --         --
                                          --------     --------      --------        ------  ------  ------------
    Total distributions.................     (1.15)       (1.21)       (0.62)         (0.54) (0.70)     (0.25)
                                          --------     --------      --------        ------  ------  ------------
Net asset value, end of period..........  $  10.46     $  10.45       $ 10.86        $ 8.61  $ 8.73     $ 8.80
                                          --------     --------      --------        ------  ------  ------------
                                          --------     --------      --------        ------  ------  ------------
Total investment return (d).............     11.9%         7.2%         1.10%(a)      5.15%   7.49%      0.83%(a)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $259,726     $122,526       $57,063        $  116  $   86     $  131
Ratio of net investment income to
 average net assets.....................     11.4%        10.7%         7.41%*(b)     6.39%   6.87%      7.33%(b)
Ratio of expenses to average net assets:
  With expense reductions...............      1.8%         1.7%         1.80%*(b)     0.99%   0.99%      1.00%(b)
  Without expense reductions............       N/A          N/A           N/A         1.16%   1.04%      1.03%(b)
Portfolio turnover rate ++++............      334%         413%          291%(b)       241%    268%       385%
</TABLE>
 
- ------------------------------
 
+    All capital shares issued and outstanding as of October 21, 1992 were
     reclassified as Class A shares.
 
+++  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 
++++ Portfolio turnover is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares issued.
 
*    Net of $0.01 per share of Fund operating expenses reimbursed by the
     Sub-adviser.
 
(a)  Not annualized.
 
(b)  Annualized.
 
(c)  These selected per share data were calculated based upon shares outstanding
     during the period.
 
(d)  Total investment return does not include sales charges.
 
N/A  Not Applicable.
 
                       ----------------------------------
 
<TABLE>
<CAPTION>
                                                   AVERAGE MONTHLY     AVERAGE MONTHLY
                                                   AMOUNT OF DEBT         NUMBER OF        AVERAGE AMOUNT
                                 AMOUNT OF DEBT      OUTSTANDING     REGISTRANT'S SHARES     OF DEBT PER
                                 OUTSTANDING AT      DURING THE          OUTSTANDING        SHARE DURING
YEAR ENDED                       END OF PERIOD         PERIOD         DURING THE PERIOD      THE PERIOD
- ------------------------------  ----------------  -----------------  -------------------  -----------------
<S>                             <C>               <C>                <C>                  <C>
October 31, 1997..............    $  4,451,000      $   1,616,315          38,476,908         $  0.0420
</TABLE>
 
                               Prospectus Page 7
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
                             STRATEGIC INCOME FUND
                   (FORMERLY GT GLOBAL STRATEGIC INCOME FUND)
    
 
<TABLE>
<CAPTION>
                                                      CLASS A+
                      ------------------------------------------------------------------------
                                                YEAR ENDED OCT. 31,
                      ------------------------------------------------------------------------
                        1997    1996(c)   1995(c)     1994      1993(c)      1992       1991
                      --------  --------  --------  --------    --------    -------    -------
<S>                   <C>       <C>       <C>       <C>         <C>         <C>        <C>
Per Share Operating
 Performance:
Net asset value,
 beginning of
 period.............  $  11.76  $  10.32  $  10.88  $  13.61    $  11.25    $ 10.91    $ 11.20
                      --------  --------  --------  --------    --------    -------    -------
Income from
 investment
 operations:
  Net investment
   income...........      0.74      0.89      0.97      0.79        0.96       0.86       0.84*
  Net realized and
   unrealized gain
   (loss) on
   investments......      0.34      1.44     (0.69)    (2.14)       2.85       0.31      (0.02)
                      --------  --------  --------  --------    --------    -------    -------
    Net increase
     (decrease) from
     investment
     operations.....      1.08      2.33      0.28     (1.35)       3.81       1.17       0.82
                      --------  --------  --------  --------    --------    -------    -------
Distributions:
  From net
   investment
   income...........     (0.78)    (0.82)    (0.80)    (0.79)      (0.96)     (0.83)     (0.60)
  From net realized
   gain on
   investments......        --        --        --     (0.38)      (0.37)        --      (0.51)
  In excess of net
   investment
   income...........     (0.06)    (0.07)       --        --          --         --         --
  Return of
   capital..........        --        --     (0.04)    (0.21)         --         --         --
  From sources other
   than net
   investment
   income...........        --        --        --        --       (0.12)        --         --
                      --------  --------  --------  --------    --------    -------    -------
    Total
    distributions...     (0.84)    (0.89)    (0.84)    (1.38)      (1.45)     (0.83)     (1.11)
                      --------  --------  --------  --------    --------    -------    -------
Net asset value, end
 of period..........  $  12.00  $  11.76  $  10.32  $  10.88    $  13.61    $ 11.25    $ 10.91
                      --------  --------  --------  --------    --------    -------    -------
                      --------  --------  --------  --------    --------    -------    -------
Total investment
 return (d).........     9.40%    23.00%     3.06%  (10.44)%       37.0%      11.1%       7.7%
Ratios and
 supplemental data:
Net assets, end of
 period (in
 000's).............  $138,715  $185,126  $188,165  $275,241    $287,870    $83,849    $55,967
Ratio of net
 investment income
 to average net
 assets.............     6.18%     8.09%     9.64%     6.74%        7.2%       7.6%       7.2%*
Ratio of expenses to
 average net assets:
  With expense
   reductions.......     1.35%     1.38%     1.42%     1.40%        1.7%       1.8%       1.9%*
  Without expense
   reductions.......     1.44%     1.40%     1.45%       N/A         N/A        N/A        N/A
Ratio of interest
 expenses to average
 net assets.........       N/A       N/A       N/A     0.10%         N/A        N/A        N/A
Portfolio turnover
 rate +++...........      149%      177%      238%      583%        310%       418%       630%
</TABLE>
 
- ------------------------------
 
+   All capital shares issued and outstanding as of October 21, 1992 were
    reclassified as Class A shares.
 
+++ Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.
 
*   Includes reimbursement by the Sub-adviser of Fund operating expenses of
    $0.01, $0.04, $0.02 and 0.05 for the year ended October 31, 1991, 1990, 1989
    and 1988, respectively. Without such reimbursements, the expense ratios
    would have been 1.92%, 2.20%, 2.02% and 2.42% and the ratio of net
    investment income to average net assets would have been 7.16%, 9.26%, 7.56%
    and 6.42% for the year ended October 31, 1991, 1990, 1989 and 1988,
    respectively.
 
**  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 
(a) Not annualized.
 
(c) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
(d) Total investment return does not include sales charges.
 
(e) Annualized.
 
N/A Not Applicable.
 
                               Prospectus Page 8
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                             STRATEGIC INCOME FUND
                                    (CONTINUED)
 
<TABLE>
<CAPTION>
                                              CLASS A+                          ADVISOR CLASS**
                                  --------------------------------   --------------------------------------
                                                        MARCH 29,
                                                           1988
                                                        (COMMENCEMENT
                                   YEAR ENDED OCT.          OF         YEAR ENDED OCT. 31,       JUNE 1,
                                         31,            OPERATIONS)                              1995 TO
                                  ------------------     TO OCT.     -----------------------     OCT. 31,
                                   1990       1989       31, 1988      1997         1996         1995(c)
                                  -------    -------    ----------   --------    -----------   ------------
<S>                               <C>        <C>        <C>          <C>         <C>           <C>
Per Share Operating
 Performance:
Net asset value, beginning of
 period.......................    $ 11.17    $ 11.25     $ 11.43     $  11.77      $   10.33      $10.32
                                  -------    -------    ----------   --------    -----------   ------------
Income from investment
 operations:
  Net investment income.......       1.04*      0.82*       0.45*        0.79           0.93        0.41
  Net realized and unrealized
   gain (loss) on
   investments................      (0.17)     (0.10)     (0.24)         0.34           1.44      (0.04)
                                  -------    -------    ----------   --------    -----------   ------------
    Net increase (decrease)
     from investment
     operations...............       0.87       0.72        0.21         1.13           2.37        0.37
Distributions:
  From net investment
   income.....................      (0.84)     (0.80)     (0.39)        (0.82)        (0.86)      (0.34)
  From net realized gain on
   investments................         --         --          --           --             --          --
  In excess of net investment
   income.....................         --         --          --        (0.06)        (0.07)          --
  Return of capital...........         --         --          --           --             --      (0.02)
  From sources other than net
   investment income..........         --         --          --           --             --          --
                                  -------    -------    ----------   --------    -----------   ------------
    Total distributions.......      (0.84)     (0.80)     (0.39)        (0.88)        (0.93)      (0.36)
                                  -------    -------    ----------   --------    -----------   ------------
Net asset value, end of
 period.......................    $ 11.20    $ 11.17     $ 11.25     $  12.02      $   11.77      $10.33
                                  -------    -------    ----------   --------    -----------   ------------
                                  -------    -------    ----------   --------    -----------   ------------
Total investment return (d)...       8.3%       6.8%       1.20%(a)     9.86%         23.39%       3.72%(a)
Ratios and supplemental data:
  Net assets, end of period
   (in 000's).................    $44,545    $37,820     $21,830     $    533      $     479      $  443
  Ratio of net investment
   income to average net
   assets.....................       9.6%*      7.7%*      7.22%*(e)    6.53%          8.44%       9.99%(e)
Ratio of expenses to average
 net assets:
  With expense reductions.....       1.9%*      1.8%*      1.70%*(e)    1.00%          1.03%       1.07%(e)
  Without expense
   reductions.................        N/A        N/A         N/A        1.09%          1.05%       1.10%(e)
Ratio of interest expenses to
 average net assets...........        N/A        N/A         N/A          N/A            N/A         N/A
Portfolio turnover rate +++...       501%       385%        340%         149%           177%        238%
</TABLE>
 
- ------------------------------
 
+++ Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.
 
*   Includes reimbursement by the Sub-adviser of Fund operating expenses of
    $0.01, $0.04, $0.02 and 0.05 for the year ended October 31, 1991, 1990, 1989
    and 1988, respectively. Without such reimbursements, the expense ratios
    would have been 1.92%, 2.20%, 2.02% and 2.42% and the ratio of net
    investment income to average net assets would have been 7.16%, 9.26%, 7.56%
    and 6.42% for the year ended October 31, 1991, 1990, 1989 and 1988,
    respectively.
 
**  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 
(a) Not annualized.
 
(c) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
(d) Total investment return does not include sales charges.
 
(e) Annualized.
 
N/A Not Applicable.
 
                       ----------------------------------
 
<TABLE>
<CAPTION>
                                                   AVERAGE MONTHLY     AVERAGE MONTHLY
                                                   AMOUNT OF DEBT         NUMBER OF        AVERAGE AMOUNT
                                 AMOUNT OF DEBT      OUTSTANDING     REGISTRANT'S SHARES     OF DEBT PER
                                 OUTSTANDING AT      DURING THE          OUTSTANDING        SHARE DURING
YEAR ENDED                       END OF PERIOD         PERIOD         DURING THE PERIOD      THE PERIOD
- ------------------------------  ----------------  -----------------  -------------------  -----------------
<S>                             <C>               <C>                <C>                  <C>
October 31, 1997..............         --           $   3,575,910          39,263,038         $  0.0911
</TABLE>
 
                               Prospectus Page 9
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
                                HIGH INCOME FUND
                     (FORMERLY GT GLOBAL HIGH INCOME FUND)
    
 
<TABLE>
<CAPTION>
                                                             CLASS A
                                ------------------------------------------------------------------
                                                                                   OCT. 22, 1992
                                                                                   (COMMENCEMENT
                                              YEAR ENDED OCT. 31,                  OF OPERATIONS)
                                ------------------------------------------------         TO
                                  1997      1996      1995      1994    1993(c)    OCT. 31, 1992
                                --------  --------  --------  --------  --------  ----------------
<S>                             <C>       <C>       <C>       <C>       <C>       <C>
Per Share Operating
 Performance:
Net asset value, beginning of
 year.........................  $  14.85  $  11.70  $  12.56  $  14.92  $  11.43       $11.43
                                --------  --------  --------  --------  --------      -------
Income from investment
 operations:
  Net investment income.......      1.19      1.27      1.35      0.94      0.78           --
  Net realized and unrealized
   gain (loss) on
   investments................      0.93      3.09     (1.09)    (1.87)     3.92           --
                                --------  --------  --------  --------  --------      -------
    Net increase (decrease)
     from investment
     operations...............      2.12      4.36      0.26     (0.93)     4.70           --
                                --------  --------  --------  --------  --------      -------
Distributions:
  From net investment
   income.....................     (1.18)    (1.11)    (1.03)    (0.94)    (0.78)          --
  From net realized gain on
   investments................     (0.23)    (0.10)    (0.03)    (0.27)       --           --
  In excess of net realized
   gain on investments........        --        --        --     (0.22)       --           --
  From sources other than net
   investment income..........        --        --        --        --     (0.43)          --
  Return of capital...........        --        --     (0.06)       --        --           --
                                --------  --------  --------  --------  --------      -------
    Total distributions.......     (1.41)    (1.21)    (1.12)    (1.43)    (1.21)          --
                                --------  --------  --------  --------  --------      -------
Net asset value, end of
 year.........................  $  15.56  $  14.85  $  11.70  $  12.56  $  14.92       $11.43
                                --------  --------  --------  --------  --------      -------
                                --------  --------  --------  --------  --------      -------
Total investment return (e)...    14.46%    39.05%     2.81%   (6.45)%     43.6%         0.0%(b)
                                --------  --------  --------  --------  --------      -------
                                --------  --------  --------  --------  --------      -------
 
Ratios and supplemental data:
Net assets, end of period (in
 000's).......................  $133,973  $178,318  $142,002  $167,974  $143,171       $  207
Ratio of net investment income
 (loss) to average net
 assets.......................     7.39%     9.52%    11.85%     7.00%      6.4%          N/A(d)
 
Ratio of operating expenses to
 average net assets:
  With expense reductions.....     1.53%     1.69%     1.75%     1.57%     2.20%       N/A(d)
  Without expense
   reductions.................     1.58%     1.69%     1.75%     1.57%     2.20%       N/A(d)
Ratio of interest expense to
 average net assets...........       N/A     0.04%       N/A     0.22%       N/A          N/A
Portfolio turnover rate (f)...      214%      290%       --%       --%       --%          --%
</TABLE>
 
- ------------------------------
 
(a) Annualized.
 
(b) Not annualized.
 
(c) These selected per share data were calculated based upon average shares
    during the year.
 
(d) Ratios are not meaningful due to short period of operation.
 
(e) Total investment return does not include sales charges.
 
(f)  The Fund invests only in the Portfolio and does not engage in securities
    transactions. Accordingly, the portfolio turnover rates presented are for
    the Portfolio.
 
N/A Not Applicable.
 
                               Prospectus Page 10
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                                HIGH INCOME FUND
                                  (CONTINUED)
 
<TABLE>
<CAPTION>
                                           ADVISOR CLASS**
                                -------------------------------------
                                     YEAR ENDED
                                      OCT. 31,          JUNE 1, 1995
                                ---------------------        TO
                                  1997       1996       OCT. 31, 1995
                                --------  -----------   -------------
<S>                             <C>       <C>           <C>
Per Share Operating
 Performance:
Net asset value, beginning of
 year.........................  $  14.83    $   11.71      $11.44
                                --------  -----------   -------------
Income from investment
 operations:
  Net investment income.......      1.22         1.34        0.57
  Net realized and unrealized
   gain (loss) on
   investments................      0.93         3.05        0.17
                                --------  -----------   -------------
    Net increase (decrease)
     from investment
     operations...............      2.15         4.39        0.74
                                --------  -----------   -------------
Distributions:
  From net investment
   income.....................     (1.23)      (1.16)      (0.44)
  From net realized gain on
   investments................     (0.23)      (0.11)          --
  In excess of net realized
   gain on investments........        --           --          --
  From sources other than net
   investment income..........        --           --          --
  Return of capital...........        --           --      (0.03)
                                --------  -----------   -------------
    Total distributions.......     (1.46)      (1.27)      (0.47)
                                --------  -----------   -------------
Net asset value, end of
 year.........................  $  15.52    $   14.83      $11.71
                                --------  -----------   -------------
                                --------  -----------   -------------
Total investment return (e)...    14.72%       39.38%       6.54%(b)
                                --------  -----------   -------------
                                --------  -----------   -------------
 
Ratios and supplemental data:
Net assets, end of period (in
 000's).......................  $  3,719    $  15,298      $1,463
Ratio of net investment income
 (loss) to average net
 assets.......................     7.74%        9.87%      12.20%(a)
Ratio of operating expenses to
 average net assets:
  With expense reductions.....     1.18%        1.34%       1.40%(a)
  Without expense
   reductions.................     1.23%        1.34%       1.40%
Ratio of interest expense to
 average net assets...........       N/A        0.04%         N/A
Portfolio turnover rate (f)...      214%         290%        213%(a)
</TABLE>
 
- ------------------------------
 
(a) Annualized.
 
(b) Not annualized.
 
(c) These selected per share data were calculated based upon average shares
    during the year.
 
(d) Ratios are not meaningful due to short period of operation.
 
(e) Total investment return does not include sales charges.
 
(f)  The Fund invests only in the Portfolio and does not engage in securities
    transactions. Accordingly, the portfolio turnover rates presented are for
    the Portfolio.
 
**  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 
N/A Not Applicable.
 
                       ----------------------------------
 
<TABLE>
<CAPTION>
                                                   AVERAGE MONTHLY     AVERAGE MONTHLY
                                                   AMOUNT OF DEBT         NUMBER OF        AVERAGE AMOUNT
                                 AMOUNT OF DEBT      OUTSTANDING     REGISTRANT'S SHARES     OF DEBT PER
                                 OUTSTANDING AT      DURING THE          OUTSTANDING        SHARE DURING
YEAR ENDED                       END OF PERIOD         PERIOD         DURING THE PERIOD      THE PERIOD
- ------------------------------  ----------------  -----------------  -------------------  -----------------
<S>                             <C>               <C>                <C>                  <C>
October 31, 1997..............         --           $   2,526,057          28,093,475         $  0.0899
October 31, 1996..............         --               2,431,693          30,732,727            0.0791
October 31, 1995..............         --                      --                  --                --
October 31, 1994..............         --              14,109,589          26,707,829            0.5283
</TABLE>
 
                               Prospectus Page 11
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                             INVESTMENT OBJECTIVES
                                  AND POLICIES
 
- --------------------------------------------------------------------------------
 
GOVERNMENT INCOME FUND
 
The Government Income Fund seeks a high level of current income by investing
primarily in high quality debt securities of the U.S. and foreign governments,
their agencies and instrumentalities. Its secondary objectives are capital
appreciation and protection of principal through active management of its
maturity structure and currency exposure.
 
At least 65% of the Fund's total assets normally are invested in debt
obligations issued or guaranteed by the U.S. or foreign governments (including
foreign states, provinces or municipalities) or their agencies, authorities or
instrumentalities including mortgage-backed securities issued by agencies or
instrumentalities of the U.S. Government or by foreign governments. For purposes
of this policy, the Fund considers debt obligations of supranational entities
organized or supported by several national governments, such as the World Bank
and the Asian Development Bank, to be "government securities."
 
The Fund invests primarily in high quality government debt securities. "High
quality" debt securities are those rated in the top two ratings categories of
Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's, a division of
The McGraw-Hill Companies, Inc. ("S&P"), or, if not rated, determined to be of
comparable quality by the Sub-adviser. A description of Moody's and S&P ratings
is included in the Appendix to this Prospectus.
 
The Fund currently contemplates that it will invest principally in obligations
of the United States, Canada, Japan, the Western European nations, New Zealand
and Australia, as well as in multinational currency units. Under normal market
conditions, the Fund invests in issues of not less than three different
countries; investments in the securities of any one country, other than the
United States, normally represent no more than 40% of the Fund's total assets.
The Fund will not invest in a foreign currency or in securities denominated in a
foreign currency if such currency is not at the time of investment considered by
the Sub-adviser to be fully exchangeable into U.S. dollars (or a multinational
currency unit) without legal restriction.
 
The Fund may also invest up to 35% of its total assets in: (1) foreign
government securities that are not high quality but are rated at least
"investment grade," i.e., rated within the four highest ratings categories of
Moody's or S&P or, if not rated, determined by the Sub-adviser to be of
comparable quality; (2) corporate debt obligations of U.S. or foreign issuers
rated at least investment grade by Moody's or S&P, including debt obligations
convertible into equity securities or having attached warrants or rights to
purchase equity securities; (3) privately issued mortgage-backed and asset-
backed securities that are rated at least investment grade by Moody's or S&P, or
if unrated, determined by the Sub-adviser to be of comparable quality; and (4)
common stocks, preferred stocks and warrants to acquire such securities,
provided that the Fund will not invest more than 20% of its total assets in such
securities.
 
STRATEGIC INCOME FUND
 
The Strategic Income Fund primarily seeks high current income and secondarily
seeks capital appreciation.
 
The Fund invests in debt securities of issuers in: (1) the United States; (2)
developed foreign countries; and (3) emerging markets. The Fund selects debt
securities from those issued by governments, their agencies and
instrumentalities; central banks; and commercial banks and other corporate
entities. Debt securities in which the Fund may invest include bonds, notes,
debentures, and other similar instruments including mortgage-backed and
asset-backed securities of foreign issuers as well as domestic issuers. The Fund
normally invests at least 50% of its net assets in U.S. and foreign debt and
other fixed income securities that, at the time of purchase, are rated at least
investment grade by Moody's or S&P or, if not rated, determined by the
Sub-adviser to be of comparable quality. No more than 50% of the Fund's total
assets may be invested in securities rated below investment grade. Such
securities involve a high degree of risk and are predominantly speculative. They
are the equivalent of high yield, high risk bonds, commonly known as "junk
bonds." The Fund may also invest in securities that are in default as to payment
of principal and/or interest.
 
The Fund's investments in emerging market securities may consist substantially
of Brady Bonds (see "General Policies -- Brady Bonds," below) and other
sovereign debt securities issued by emerging
 
                               Prospectus Page 12
<PAGE>
                            AIM GLOBAL INCOME FUNDS
market governments that are traded in the markets of developed countries or
groups of developed countries. The Sub-adviser may invest in debt securities of
emerging market issuers that it determines to be suitable investments for the
Fund without regard to ratings. Currently, the substantial majority of emerging
market debt securities are considered to have a credit quality below investment
grade. The Fund also may invest in below-investment grade debt securities of
corporate issuers in the United States and in developed foreign countries,
subject to the overall 50% limitation.
 
HIGH INCOME FUND
 
The High Income Fund primarily seeks high current income, and secondarily seeks
capital appreciation. It seeks its objectives by investing all of its investable
assets in the Portfolio, which in turn seeks the same objectives as the Fund by
normally investing at least 65% of its total assets in debt securities of
issuers in emerging markets.
 
The Portfolio intends to invest in the following types of debt securities:
bonds, notes and debentures of emerging market governments; securities issued or
guaranteed by such governments' agencies or instrumentalities; securities issued
or guaranteed by the central banks of emerging market countries; and securities
issued by other banks and companies in such countries and securities denominated
in or indexed to the currencies of emerging markets. Under current market
conditions, the Portfolio expects its investments in emerging market securities
to consist substantially of Brady Bonds (see "General Policies -- Brady Bonds,"
below) and other sovereign debt securities.
 
The Portfolio may also invest up to 35% of its total assets in (1) equity
securities of issuers in emerging markets included in the list below under the
caption "Emerging Markets"; (2) equity and debt securities of issuers in
developed countries, including the United States; (3) securities of issuers in
emerging markets not included in the emerging markets list, if investing therein
becomes feasible and desirable subsequent to the date of this Prospectus; and
(4) cash and money market instruments. In evaluating investments in securities
of issuers in developed markets, the Sub-adviser will consider, among other
things, the business activities of the issuer in emerging markets and the impact
that developments in emerging markets are likely to have on the issuer's
financial condition.
 
Under normal circumstances, substantially all of the Portfolio's assets will be
invested in debt securities of both governmental and corporate issuers in
emerging markets. Emerging markets debt securities generally are considered to
have a credit quality below investment grade, as defined above. Lower quality
securities involve a high degree of risk and are predominantly speculative.
These debt securities are the equivalent of high yield, high risk bonds,
commonly known as "junk bonds." See "Risk Factors." Many emerging market debt
securities are not rated by U.S. ratings agencies such as Moody's and S&P. The
Portfolio's ability to achieve its investment objectives is thus more dependent
on the Sub-adviser's credit analysis. The Portfolio may invest in securities
that are in default as to payment of principal and/or interest.
 
OTHER INFORMATION REGARDING THE PORTFOLIO. As previously described, investors
should be aware that the High Income Fund, unlike mutual funds that directly
acquire and manage their own portfolios of securities, seeks to achieve its
investment objectives by investing all of its investable assets in the
Portfolio, which is a separate investment company. Because the Fund will invest
only in the Portfolio, the Fund's shareholders will acquire only an indirect
interest in the investments of the Portfolio.
 
The High Income Fund may redeem its investment from the Portfolio at any time,
if the Board of Trustees of the Company determines that it is in the best
interests of the Fund and its shareholders to do so. A change in the Portfolio's
investment objectives, policies or limitations that is not approved by the Board
or the shareholders of the High Income Fund could require the Fund to redeem its
interest in the Portfolio. Any such redemption could result in a distribution in
kind of portfolio securities (as opposed to a cash distribution) by the
Portfolio. In addition, a distribution in kind could result in a less
diversified portfolio of investments for the Fund and could adversely affect its
liquidity. Upon redemption, the Board would consider what action might be taken,
including the investment of all the investable assets of the Fund in another
pooled investment entity having substantially the same investment objectives as
the Fund or the retention by the Fund of its own investment adviser to manage
its assets in accordance with its investment objectives, policies and
limitations discussed herein.
 
In addition to selling an interest therein to the Fund, the Portfolio may sell
its interests therein to other non-affiliated investment companies and/or other
institutional investors. All institutional investors in the Portfolio will pay a
proportionate share of the Portfolio's expenses and will invest in the Portfolio
on the same terms and conditions. However, if another investment company invests
any or all of its assets in the Portfolio, it would not be required to sell its
shares at the same public
 
                               Prospectus Page 13
<PAGE>
                            AIM GLOBAL INCOME FUNDS
offering price as the Fund and may charge different sales commissions.
Therefore, investors in the Fund may experience different returns than investors
in another investment company that invests exclusively in the Portfolio. As of
the date of this Prospectus, the High Income Fund is the only institutional
investor in the Portfolio.
 
Investors in the Fund should be aware that the Funds' investment in the
Portfolio may be materially affected by the actions of other large investors, if
any, in the Portfolio, if any. For example, as with all open-end investment
companies, if a large investor were to redeem its interest in the Portfolio, (1)
the Portfolio's remaining investors could experience higher pro rata operating
expenses, thereby producing lower returns and (2) the Portfolio's security
holdings may become less diverse, resulting in increased risk. Institutional
investors in the Portfolio that have a greater pro rata ownership interest in
the Portfolio than the Fund could have effective voting control over the
operation of the Portfolio.
 
                                GENERAL POLICIES
 
ASSET ALLOCATION. The Government Income Fund, the Strategic Income Fund and the
Portfolio each invests in debt obligations allocated among diverse markets and
denominated in various currencies, including U.S. dollars, or in multinational
currency units such as European Currency Units. The Funds are designed for
investors who wish to accept the risks entailed in such investments, which are
different from those associated with a portfolio consisting entirely of
securities of U.S. issuers denominated in U.S. dollars. The Government Income
Fund, the Strategic Income Fund and the Portfolio may purchase securities that
are issued by the government or a company or financial institution of one
country but denominated in the currency of another country (or a multinational
currency unit).
 
The Sub-adviser allocates the assets of the Government Income Fund, the
Strategic Income Fund and the Portfolio in securities of issuers in countries
and in currency denominations where the combination of fixed income market
returns, the price appreciation potential of fixed income securities and
currency exchange rate movements will present opportunities primarily for high
current income and secondarily for capital appreciation (and, in the case of the
Government Income Fund, secondarily for capital appreciation and protection of
principal). In so doing, the Sub-adviser intends to take full advantage of the
different yield, risk and return characteristics that investment in the fixed
income markets of different countries can provide for U.S. investors.
Fundamental economic strength, credit quality and currency and interest rate
trends are the principal determinants of the emphasis given to various country,
geographic and industry sectors within the Government Income Fund, the Strategic
Income Fund and the Portfolio. Securities held by the Government Income Fund,
the Strategic Income Fund and the Portfolio may be invested in without
limitation as to maturity.
 
The Sub-adviser selects securities of particular issuers on the basis of its
views as to the best values then currently available in the marketplace. Such
values are a function of yield, maturity, issue classification and quality
characteristics, coupled with expectations regarding the local and world
economies, movements in the general level and term of interest rates, currency
values, political developments and variations in the supply of funds available
for investment in the world bond market relative to the demands placed upon it.
 
The Sub-adviser generally evaluates currencies on the basis of fundamental
economic criteria (e.g., relative inflation, interest rate levels and trends,
growth rate forecasts, balance of payments status and economic policies) as well
as technical and political data. The Sub-adviser may seek to protect a Fund
against such negative currency movements through the use of sophisticated
investment techniques. See "Options, Futures and Forward Currency Transactions"
and "Swaps, Caps, Floors and Collars."
 
According to the Sub-adviser, as of the date of this Prospectus, more than 50%
of the value of all outstanding government debt obligations throughout the world
is represented by obligations denominated in currencies other than the U.S.
dollar. Moreover, from time to time, the debt securities of issuers located
outside the United States have substantially outperformed the debt obligations
of U.S. issuers. Accordingly, the Sub-adviser believes that the Government
Income Fund's and the Strategic Income Fund's policy of investing in debt
securities throughout the world and the Portfolio's policy of investing in debt
securities of issuers in emerging markets may enable the achievement of results
superior to those produced by mutual funds with similar objectives to those of
the Funds and the Portfolio that invest solely in debt securities of U.S.
issuers.
 
TEMPORARY DEFENSIVE STRATEGIES. The Sub-adviser may employ a temporary defensive
investment strategy if it determines such a strategy to be warranted due to
market, economic or political conditions. Pursuant to such a defensive strategy,
the Government Income Fund, the Strategic Income Fund and the Portfolio
temporarily may hold
 
                               Prospectus Page 14
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
cash (U.S. dollars, foreign currencies or multinational currency units) and/or
invest up to 100% of their respective assets in high quality debt securities or
money market instruments of U.S. or foreign issuers. In addition, for temporary
defensive purposes, most or all of the Government Income Fund's, the Strategic
Income Fund's or the Portfolio's investments may be made in the United States
and denominated in U.S. dollars. To the extent the Funds or the Portfolio employ
a temporary defensive strategy, they will not be invested so as to achieve
directly their investment objectives. In addition, pending investment of
proceeds from new sales of Fund shares or to meet ordinary daily cash needs, the
Government Income Fund, the Strategic Income Fund and the Portfolio may hold
cash (U.S. dollars, foreign currencies or multinational currency units) and may
invest in high quality foreign or domestic money market instruments. For a
description of money market instruments in which the Funds or the Portfolio may
invest, see "Selection of Debt Investments" in the Investment Objectives and
Policies section of the Statement of Additional Information.
    
 
EMERGING MARKET SECURITIES. The Strategic Income Fund and the Portfolio consider
"emerging markets" to consist of all countries determined by the Sub-adviser to
have developing or emerging economies and markets. These countries generally
include every country in the world except the United States, Canada, Japan,
Australia, New Zealand and most countries located in Western Europe. The
Strategic Income Fund and the Portfolio will consider investment in the
following emerging markets:
 
<TABLE>
<S>               <C>            <C>
  Algeria         Hong Kong      Peru
  Argentina       Hungary        Philippines
  Bolivia         India          Poland
  Botswana        Indonesia      Portugal
  Brazil          Israel         Republic of
  Bulgaria        Ivory Coast     Slovakia
  Chile           Jamaica        Russia
  China           Jordan         Singapore
  Colombia        Kazakhstan     Slovenia
  Costa Rica      Kenya          South Africa
  Cyprus          Lebanon        South Korea
  Czech           Malaysia       Sri Lanka
   Republic       Mauritius      Swaziland
  Dominican       Mexico         Taiwan
   Republic       Morocco        Thailand
  Ecuador         Nicaragua      Turkey
  Egypt           Nigeria        Ukraine
  El Salvador     Oman           Uruguay
  Finland         Pakistan       Venezuela
  Ghana           Panama         Zambia
  Greece          Paraguay       Zimbabwe
</TABLE>
 
The Strategic Income Fund and the Portfolio will not be invested in all such
markets at all times. Moreover, investing in some of those markets currently may
not be desirable or feasible, due to the lack of adequate custody arrangements,
overly burdensome repatriation requirements and similar restrictions, the lack
of organized and liquid securities markets, unacceptable political risks or for
other reasons.
 
As used in this Prospectus and the Statement of Additional Information, an
issuer in an emerging market is an entity: (i) for which the principal
securities trading market is an emerging market, as defined above; (ii) that
(alone or on a consolidated basis) derives 50% or more of its total revenue from
either goods produced, sales made or services performed in emerging markets; or
(iii) organized under the laws of, or with a principal office in, an emerging
market.
 
BRADY BONDS. The Government Income Fund, the Strategic Income Fund and the
Portfolio may invest in "Brady Bonds," which are debt restructurings that
provide for the exchange of cash and loans for newly issued bonds. Brady Bonds
have been issued by the countries of Albania, Argentina, Brazil, Bulgaria, Costa
Rica, Dominican Republic, Ecuador, Ivory Coast, Jordan, Mexico, Nigeria, Panama,
Peru, Philippines, Poland, Uruguay, Venezuela and Vietnam and are expected to be
issued by other emerging market countries. As of the date of this Prospectus,
the Government Income Fund, the Strategic Income Fund and the Portfolio are not
aware of the occurrence of any payment defaults on Brady Bonds. Investors should
recognize, however, that Brady Bonds do not have a long payment history. In
addition, Brady Bonds are often rated below investment grade.
 
The Government Income Fund, Strategic Income Fund and the Portfolio may invest
in either collateralized or uncollateralized Brady Bonds. U.S.
dollar-denominated, collateralized Brady Bonds, which may be fixed rate par
bonds or floating rate discount bonds, are collateralized in full as to
principal by U.S. Treasury zero coupon bonds having the same maturity as the
bonds. Interest payments on such bonds generally are collateralized by cash or
securities in an amount that, in the case of fixed rate bonds, is equal to at
least one year of rolling interest payments or, in the case of floating rate
bonds, initially is equal to at least one year's rolling interest payments based
on the applicable interest rate at the time of issuance and is adjusted at
regular intervals thereafter.
 
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES. The Government Income Fund and the
Strategic Income Fund may invest in mortgage-backed and
 
                               Prospectus Page 15
<PAGE>
                            AIM GLOBAL INCOME FUNDS
asset-backed securities of U.S. and foreign issuers, including privately issued
mortgage-backed and asset-backed securities. Mortgage-backed securities
represent direct or indirect interests in pools of underlying mortgage loans
that are secured by real property. Investors typically receive payments out of
the interest on and principal of the underlying mortgages. Asset-backed
securities are similar to mortgage-backed securities, except that the underlying
assets are other financial assets or financial receivables, such as motor
vehicle installment sales contracts, home equity loans, leases of various types
of real and personal property, and receivables from credit cards. Any
mortgage-backed and asset-backed securities purchased by the Government Income
Fund and the Strategic Income Fund will be subject to the same rating
requirements that apply to its other investments. In addition, privately issued
mortgage-backed and asset-backed securities purchased by Government Income Fund
will be subject to the limitation of that Fund which allows no more than 35% of
its total assets to be invested in securities of non-governmental issuers.
 
LOAN PARTICIPATIONS AND ASSIGNMENTS. The Strategic Income Fund and the Portfolio
may invest in fixed and floating rate loans ("Loans") arranged through private
negotiations between a foreign entity and one or more financial institutions
("Lenders"). The majority of the Fund's and the Portfolio's investments in Loans
in emerging markets is expected to be in the form of participations in Loans
("Participations") and assignments of portions of Loans from third parties
("Assignments"). Participations typically will result in the Fund and/or the
Portfolio having a contractual relationship only with the Lender, not with the
borrower government. The Fund and/or the Portfolio will have the right to
receive payments of principal, interest and any fees to which it is entitled
only from the Lender selling the Participation and only upon receipt by the
Lender of the payments from the borrower. In connection with purchasing
Participations, the Fund and/or the Portfolio generally will have no right to
enforce compliance by the borrower with the terms of the loan agreement relating
to the loan ("Loan Agreement"), nor any rights of set-off against the borrower,
and the Fund and/or the Portfolio may not directly benefit from any collateral
supporting the Loan in which it has purchased the Participation. As a result,
the Fund and/or the Portfolio will assume the credit risk of both the borrower
and the Lender that is selling the Participation.
 
In the event of the insolvency of the Lender selling a Participation, the Fund
and/or the Portfolio may be treated as a general creditor of the Lender and may
not benefit from any set-off between the Lender and the borrower. The Fund
and/or the Portfolio will acquire Participations only if the Lender
interpositioned between the Fund and/or the Portfolio and the borrower is
determined by the Sub-adviser to be creditworthy. When the Fund and/ or the
Portfolio purchases Assignments from Lenders, the Fund and/or the Portfolio will
acquire direct rights against the borrower on the Loan. However, since
Assignments are arranged through private negotiations between potential
assignees and assignors, the rights and obligations acquired by the Fund and/or
the Portfolio as the purchaser of an Assignment may differ from, and be more
limited than, those held by the assigning Lender.
 
WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES. The Government Income Fund, the
Strategic Income Fund and the Portfolio may purchase debt securities on a
"when-issued" basis and may purchase or sell such securities on a "forward
commitment" basis in order to hedge against anticipated changes in interest
rates and prices. The price, which is generally expressed in yield terms, is
fixed at the time the commitment is made, but delivery and payment for the
securities take place at a later date. When-issued securities and forward
commitments may be sold prior to the settlement date, but the Funds and the
Portfolio will purchase or sell when-issued securities and forward commitments
only with the intention of actually receiving or delivering the securities, as
the case may be. No income accrues on securities that have been purchased
pursuant to a forward commitment or on a when-issued basis prior to delivery of
the securities. If a Fund or the Portfolio disposes of the right to acquire a
when-issued security prior to its acquisition or disposes of its right to
deliver or receive against a forward commitment, it may incur a gain or loss. At
the time a Fund or the Portfolio enters into a transaction on a when-issued or
forward commitment basis, a Fund or the Portfolio will segregate cash or liquid
securities equal to the value of the when-issued or forward commitment
securities with its custodian and will mark to market daily such assets. There
is a risk that the securities may not be delivered and that a Fund or the
Portfolio may incur a loss. The Government Income Fund may invest up to 5% of
its total assets in a combination of securities purchased on a when-issued basis
or with respect to which it has entered into forward commitment agreements.
 
                               Prospectus Page 16
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
The Strategic Income Fund and the Portfolio may also sell securities on a "when,
as and if issued" basis for hedging purposes. Under such a transaction, the Fund
or the Portfolio is required to deliver at a future date a security it does not
presently hold, but which it has a right to receive if the security is issued.
Issuance of the security may not occur, in which case the Fund or Portfolio
would have no obligation to the other party, and would not receive payment for
the sale. Selling securities on a "when, as and if issued" basis may reduce risk
of loss to the extent that such a sale wholly or partially offsets unfavorable
price movements on the investments being hedged. However, such sales also limit
the amount the Fund or Portfolio can receive if the "when, as and if issued"
security is in fact issued.
 
BORROWING, REVERSE REPURCHASE AGREEMENTS AND ROLL TRANSACTIONS. The Government
Income Fund may borrow from banks or may borrow through reverse repurchase
agreements and "roll" transactions in connection with meeting requests for the
redemption of Fund shares. The Government Income Fund also may borrow up to 5%
of its total assets for temporary or emergency purposes other than to meet
redemptions. However, the Government Income Fund will not borrow for investment
purposes, nor will the Fund purchase securities while borrowings are
outstanding.
 
Both the Strategic Income Fund and the Portfolio are authorized to borrow money
from banks in an amount up to 33 1/3% of its total assets (including the amount
borrowed), less all liabilities and indebtedness other than the borrowings and
may use the proceeds of such borrowings for investment purposes. The Strategic
Income Fund and the Portfolio will borrow for investment purposes only when the
Sub-adviser believes that such borrowings will benefit the Fund or the
Portfolio, respectively, after taking into account considerations such as the
costs of the borrowing and the likely investment returns on the securities
purchased with the borrowed monies.
 
Borrowing for investment purposes is known as leveraging, which is a speculative
practice. Such borrowing by the Strategic Income Fund and the Portfolio creates
the opportunity for increased net income and appreciation but, at the same time,
involves special risk considerations. For example, leveraging might exaggerate
changes in the net asset value of Fund shares and in the yield realized by the
Fund or the Portfolio. Although the principal amount of such borrowings will be
fixed, the Fund's and the Portfolio's assets may change in value during the time
the borrowing is outstanding. By leveraging the Fund or the Portfolio, changes
in net asset values, higher or lower, may be greater in degree than if leverage
was not employed. To the extent the income derived from the assets obtained with
borrowed funds exceeds the interest and other expenses that the Fund or the
Portfolio will have to pay, the Fund's or the Portfolio's net income will be
greater than if borrowing was not used. Conversely, if the income from the
assets obtained with borrowed funds is not sufficient to cover the cost of
borrowing, the net income of the Fund or the Portfolio will be less than if
borrowing were not used, and therefore the amount available for distribution to
shareholders as dividends will be reduced. The Strategic Income Fund and the
Portfolio each expects that some of its borrowings may be made on a secured
basis.
 
In addition to the foregoing borrowings, the Strategic Income Fund and the
Portfolio each may borrow money for temporary or emergency purposes or payments
in an amount not exceeding 5% of the value of its total assets (not including
the amount borrowed) provided that the total amount borrowed by the Strategic
Income Fund or the Portfolio for any purpose does not exceed 33 1/3% of its
total assets.
 
The Funds and the Portfolio may also enter into reverse repurchase agreements
with a bank or recognized securities dealer, although the Strategic Income Fund
currently has no intention of doing so with respect to more than 5% of its total
assets. Under a reverse repurchase agreement, the Funds or the Portfolio would
sell securities and agree to repurchase them at a particular price at a future
date. At the time a Fund or the Portfolio enters into a reverse repurchase
agreement, it will establish and maintain a segregated account with an approved
custodian containing cash or liquid securities having a value not less than the
repurchase price, including accrued interest. Reverse repurchase agreements
involve the risk that the market value of the securities retained in lieu of
sale by a Fund or the Portfolio may decline below the price of the securities a
Fund or the Portfolio has sold but is obligated to repurchase. In the event the
buyer of securities under a reverse repurchase agreement files for bankruptcy or
becomes insolvent, such buyer or its trustee or receiver may receive an
extension of time to determine whether to enforce a Fund's or the Portfolio's
obligation to repurchase the securities, and a Fund's or the Portfolio's use of
the proceeds of the reverse repurchase agreement
 
                               Prospectus Page 17
<PAGE>
                            AIM GLOBAL INCOME FUNDS
may effectively be restricted pending such decision.
 
The Funds and the Portfolio also may enter into "dollar rolls," in which a Fund
or the Portfolio sells fixed income securities for delivery in the current month
and simultaneously contracts to repurchase substantially similar (same type,
coupon and maturity) securities on a specified future date. During the roll
period, a Fund or the Portfolio would forego principal and interest paid on such
securities. A Fund or the Portfolio would be compensated by the difference
between the current sales price and the forward price for the future purchase,
as well as by the interest earned on the cash proceeds of the initial sale. See
"Investment Objectives and Policies" in the Statement of Additional Information.
 
Reverse repurchase agreements and dollar rolls will be treated as borrowings and
will be deducted from a Fund's or the Portfolio's assets for purposes of
calculating compliance with the Fund's or the Portfolio's borrowing limitation.
See "Investment Limitations" in the Statement of Additional Information.
 
SECURITIES LENDING. The Government Income Fund, the Strategic Income Fund and
the Portfolio may lend their respective portfolio securities to broker/dealers
or to other institutional investors. Securities lending allows a Fund to retain
ownership of the securities loaned and, at the same time, enhances a Fund's
total return. At all times a loan is outstanding, each Fund and the Portfolio
requires the borrower to maintain with the Fund's or the Portfolio's custodian,
collateral consisting of cash, U.S. government securities, or certain
irrevocable letters of credit equal to at least the value of the borrowed
securities, plus any accrued interest or such other collateral as permitted by a
Fund's investment program and regulatory agencies, and as approved by the Board.
Each Fund and the Portfolio limits its loans of portfolio securities to an
aggregate of 30% of the value of its total assets, measured at the time any such
loan is made. The risks in lending portfolio securities, as with other
extensions of secured credit, consist of possible delays in receiving additional
collateral or in recovery of the loaned securities and possible loss of rights
in the collateral should the borrower fail financially.
 
ZERO COUPON SECURITIES. The Government Income Fund, the Strategic Income Fund
and the Portfolio may invest in certain zero coupon securities that are
"stripped" U.S. Treasury notes and bonds. They also may invest in zero coupon
and other deep discount securities issued by foreign governments and domestic
and foreign corporations, including certain Brady Bonds and other foreign debt
and in payment-in-kind securities. Zero coupon securities pay no interest to
holders prior to maturity, and payment-in-kind securities pay interest in the
form of additional securities. However, a portion of the original issue discount
on zero coupon securities and the "interest" on payment-in-kind securities will
be included in the investing Fund's or Portfolio's income. Accordingly, for a
Fund to continue to qualify for tax treatment as a regulated investment company
and to avoid a certain excise tax (see "Taxes" in the Statement of Additional
Information), it may be required to distribute an amount that is greater than
the total amount of cash it actually receives (or, in the case of the High
Income Fund, its share of the total amount of cash the Portfolio actually
receives). These distributions must be made from the Fund's (or, in the case of
the High Income Fund, its, or its share of, the Portfolio's) cash assets or, if
necessary, from the proceeds of sales of portfolio securities. The Fund or the
Portfolio will not be able to purchase additional income-producing securities
with cash used to make such distributions, and its current income ultimately may
be reduced as a result. Zero coupon and payment-in-kind securities usually trade
at a deep discount from their face or par value and will be subject to greater
fluctuations of market value in response to changing interest rates than debt
obligations of comparable maturities that make current distributions of interest
in cash.
 
SYNTHETIC SECURITY POSITIONS. The Government Income Fund, the Strategic Income
Fund and the Portfolio may utilize combinations of futures on bonds and forward
currency contracts to create investment positions that have substantially the
same characteristics as bonds of the same type as those on which the futures
contracts are written. Investment positions of this type are generally referred
to as "synthetic securities."
 
For example, in order to establish a synthetic security position for a Fund or
the Portfolio that is comparable to owning a Japanese government bond, the
Sub-adviser might purchase futures contracts on Japanese government bonds in the
desired principal amount and purchase forward currency contracts for Japanese
Yen in an amount equal to the then current purchase price for such bonds in the
Japanese cash market, with each contract having approximately the same delivery
date.
 
                               Prospectus Page 18
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
The Sub-adviser might roll over the futures and forward currency contract
positions before taking delivery in order to continue the Fund's or the
Portfolio's investment position, or the Sub-adviser might close out those
positions, thus effectively selling the synthetic security. Further, the amount
of each contract might be adjusted in response to market conditions and the
forward currency contract might be changed in amount or eliminated in order to
hedge against currency fluctuations.
 
The Sub-adviser would create synthetic security positions for a Fund or the
Portfolio when it believes that it can obtain a better yield or achieve cost
savings in comparison to purchasing actual bonds or when comparable bonds are
not readily available in the market. Synthetic security positions are subject to
the risk that changes in the value of purchased futures contracts may differ
from changes in the value of the bonds that might otherwise have been purchased
in the cash market. Also, while the Sub-adviser believes that the cost of
creating synthetic security positions generally will be materially lower than
the cost of acquiring comparable bonds in the cash market, a Fund or the
Portfolio will incur transaction costs in connection with each purchase of a
futures or forward currency contract. The use of futures contracts and forward
currency contracts to create synthetic security positions also is subject to
substantially the same risks as those that exist when these instruments are used
in connection with hedging strategies. See "Options, Futures and Forward
Currency Transactions" below and "Options, Futures and Currency Strategies" in
the Statement of Additional Information.
 
OPTIONS, FUTURES AND FORWARD CURRENCY TRANSACTIONS. The Government Income Fund,
the Strategic Income Fund and the Portfolio may use forward currency contracts,
futures contracts, options on securities, options on indices, options on
currencies, and options on futures contracts to attempt to hedge against the
overall level of investment and currency risk normally associated with the
Funds' or Portfolio investment. The Strategic Income Fund and the Portfolio also
may enter into interest rate, currency and index swaps and purchase or sell
related caps, floors and collars and other similar instruments. See "Swaps,
Caps, Floors and Collars" below. These instruments are often referred to as
"derivatives," which may be defined as financial instruments whose performance
is derived, at least in part, from the performance of another asset (such as a
security, currency or an index of securities). The Government Income Fund, the
Strategic Income Fund and the Portfolio may enter into such instruments up to
the full value of their portfolio assets. See "Risk Factors -- Options, Futures
and Forward Currency Transactions" herein and "Options, Futures and Currency
Strategies" in the Statement of Additional Information.
 
To attempt to hedge against adverse movements in exchange rates between
currencies, the Government Income Fund, the Strategic Income Fund and the
Portfolio may enter into forward currency contracts for the purchase or sale of
a specified currency at a specified future date. Such contracts may involve the
purchase or sale of a foreign currency against the U.S. dollar or may involve
two foreign currencies. The Government Income Fund, the Strategic Income Fund
and the Portfolio may enter into forward currency contracts either with respect
to specific transactions or with respect to the respective Fund's or the
Portfolio's portfolio positions. Each Fund and the Portfolio also may purchase
and sell put and call options on currencies, futures contracts on currencies and
options on such futures contracts to hedge against movements in exchange rates.
 
In addition, each Fund and the Portfolio may purchase and sell put and call
options on securities to hedge against the risk of fluctuations in the prices of
securities held by the Fund or the Portfolio or that the Sub-adviser intends to
include in the Fund's or the Portfolio's portfolio. The Funds and the Portfolio
also may purchase and sell put and call options on indices to hedge against
overall fluctuations in the securities markets generally or in a specific market
sector.
 
Further, the Funds and the Portfolio may sell index futures contracts and may
purchase put options or write call options on such futures contracts to protect
against a general market or market sector decline that could adversely affect
the Fund's or the Portfolio's portfolio. The Funds and the Portfolio also may
purchase index futures contracts and purchase call options or write put options
on such contracts to hedge against a general market or market sector advance and
thereby attempt to lessen the cost of future securities acquisitions. A Fund or
the Portfolio may use interest rate futures contracts and options thereon to
hedge its portfolio against changes in the general level of interest rates.
 
SWAPS, CAPS, FLOORS AND COLLARS. The Strategic Income Fund and the Portfolio may
enter into interest rate, currency and index swaps, and purchase or sell related
caps, floors and collars and other derivative instruments. The Fund and the
 
                               Prospectus Page 19
<PAGE>
                            AIM GLOBAL INCOME FUNDS
Portfolio expect to enter into these transactions primarily to preserve a return
or spread on a particular investment or portion of its portfolio, to protect
against currency fluctuations, as a technique for managing the portfolio's
duration (I.E., the price sensitivity to changes in interest rates) or to
protect against any increase in the price of securities the Fund or the
Portfolio anticipates purchasing at a later date. The Fund and the Portfolio
intend to use these transactions as hedges, and neither will sell interest rate
caps or floors if it does not own securities or other instruments providing an
income stream roughly equivalent to what the Fund or the Portfolio may be
obligated to pay.
 
Interest rate swaps involve the exchange by the Fund or the Portfolio with
another party of their respective commitments to pay or receive interest (for
example, an exchange of floating rate payments for fixed rate payments) with
respect to a notional amount of principal. A currency swap is an agreement to
exchange cash flows on a notional amount based on changes in the values of the
reference indices.
 
The purchase of a cap entitles the purchaser to receive payments on a notional
principal amount from the party selling the cap to the extent that a specified
index exceeds a predetermined interest rate. The purchase of an interest rate
floor entitles the purchaser to receive payments on a notional principal amount
from the party selling the floor to the extent that a specified index falls
below a predetermined interest rate or amount. A collar is a combination of a
cap and a floor that preserves a certain return within a predetermined range of
interest rates or values.
 
INDEXED COMMERCIAL PAPER. The Strategic Income Fund and the Portfolio may invest
without limitation in commercial paper which is indexed to certain specific
foreign currency exchange rates. The terms of such commercial paper provide that
its principal amount is adjusted upwards or downwards (but not below zero) at
maturity to reflect changes in the exchange rate between two currencies while
the obligation is outstanding. The Strategic Income Fund and the Portfolio will
purchase such commercial paper with the currency in which it is denominated and,
at maturity, will receive interest and principal payments thereon in that
currency, but the amount of principal payable by the issuer at maturity will
change in proportion to the change (if any) in the exchange rate between the two
specified currencies between the date the instrument is issued and the date the
instrument matures. While such commercial paper entails the risk of loss of
principal, the potential for realizing gains as a result of changes in foreign
currency exchange rates enables the Fund and the Portfolio to hedge against a
decline in the U.S. dollar value of investments denominated in foreign
currencies while seeking to provide an attractive money market rate of return.
The Fund and the Portfolio will not purchase such commercial paper for
speculation.
 
OTHER INDEXED SECURITIES. The Government Income Fund, Strategic Income Fund and
the Portfolio may invest in certain other indexed securities, which are
securities whose prices are indexed to the prices of other securities,
securities indices, currencies, precious metals or other commodities, or other
financial indicators. Indexed securities typically, but not always, are debt
securities or deposits whose value at maturity or coupon rate is determined by
reference to a specific instrument or statistic. The performance of indexed
securities depends to a great extent on the performance of the security,
currency, or other instrument to which they are indexed, and may also be
influenced by interest rate changes in the United States and abroad. At the same
time, indexed securities are subject to the credit risks associated with the
issuer of the security, and their values may decline substantially if the
issuer's creditworthiness deteriorates. Indexed securities may be more volatile
than the underlying instruments. New forms of indexed securities continue to be
developed. Each Fund and Portfolio may invest in such securities to the extent
consistent with its investment objectives.
 
   
OTHER INFORMATION. Each Fund's investment objectives may not be changed without
the approval of a majority of the respective Fund's outstanding voting
securities. A "majority of the Fund's outstanding voting securities" means the
lesser of (i) 67% of the shares represented at a meeting at which more than 50%
of the outstanding shares are represented, or (ii) more than 50% of the
outstanding shares. In addition, each Fund has adopted certain investment
limitations which also may not be changed without shareholder approval. A
complete description of these limitations is included in the Statement of
Additional Information. Each Fund's other investment policies described herein
and in the Statement of Additional Information may be changed by the Company's
Board of Directors without shareholder approval.
    
 
                               Prospectus Page 20
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
The approval of the High Income Fund and of other investors in the Portfolio, if
any, is not required to change the investment objectives, policies or
limitations of the Portfolio, unless otherwise specified. Written notice shall
be provided to shareholders of the High Income Fund thirty days prior to any
changes in the Portfolio's investment objectives.
 
The Funds and the Portfolio are authorized to make short sales of securities,
although they have no current intention of doing so. See "Investment Objectives
and Policies -- Short Sales" in the Statement of Additional Information.
 
If a percentage restriction on investment or utilization of assets in an
investment policy or restriction is adhered to at the time an investment is
made, a later change in percentage ownership of a security or kind of securities
resulting from changing market values or a similar type of event will not be
considered a violation of a Fund's or the Portfolio's investment policies or
restrictions.
 
- --------------------------------------------------------------------------------
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
GENERAL. There is no assurance that any Fund or the Portfolio will achieve its
investment objectives. The Fund's net asset value will fluctuate, reflecting
fluctuations in the market value of its portfolio positions and its net currency
exposure. The value of fixed income securities held by the Government Income
Fund, the Strategic Income Fund and the Portfolio generally fluctuates inversely
with interest rate movements. Longer term bonds held by the Government Income
Fund, the Strategic Income Fund or the Portfolio are subject to greater interest
rate risk.
 
NON-DIVERSIFIED CLASSIFICATION. Each Fund and the Portfolio is classified under
the Investment Company Act of 1940 (the "1940 Act") as a "non-diversified" fund.
As a result, the Government Income Fund, the Strategic Income Fund and the
Portfolio each will be able to invest in a fewer number of issuers than if it
were classified under the 1940 Act as a "diversified" fund. To the extent that a
Fund or the Portfolio invests in a smaller number of issuers, the value of each
Fund's shares may fluctuate more widely and the Funds and the Portfolio may be
subject to greater investment and credit risk with respect to their portfolios.
 
FOREIGN INVESTING. Investing in foreign securities entails certain risks. The
securities of non-U.S. issuers generally are not registered with the SEC, nor
are the issuers thereof usually subject to the SEC's reporting requirements.
Accordingly, there may be less publicly available information about foreign
securities and issuers than is available with respect to U.S. securities and
issuers. Foreign companies generally are not subject to uniform accounting,
auditing and financial reporting standards, practices and requirements
comparable to those applicable to U.S. companies. In addition, certain costs
attributable to foreign investing, such as custody charges, are higher than
those attributable to domestic investing. Securities of some foreign companies
are less liquid and their prices may be more volatile than securities of
comparable domestic companies. The Government Income and Strategic Income Funds'
and the Portfolio's interest and dividends from foreign issuers may be subject
to non-U.S. withholding taxes, thereby reducing their net investment income.
 
With respect to some foreign countries, there is the increased possibility of
expropriation or confiscatory taxation, limitations on the removal of funds or
other assets of the Government Income Fund, the Strategic Income Fund and the
Portfolio, political or social instability, or diplomatic developments which
could affect the investments of the Government Income Fund, the Strategic Income
Fund and the Portfolio in those countries. Moreover, individual foreign
economies may differ favorably or unfavorably from the U.S. economy in such
respects as growth of gross national product, rate of inflation, rate of savings
and capital reinvestment, resource self-sufficiency and balance of payments
positions.
 
CURRENCY RISK. Since the Government Income Fund, the Strategic Income Fund and
the Portfolio normally invest substantially in securities denominated in
currencies other than the U.S. dollar, and because they may hold foreign
currencies, they will be affected favorably or unfavorably by exchange control
regulations or changes in the exchange rates between such currencies and the
U.S. dollar. Changes in currency exchange rates will influence the value of the
Funds' shares, and also
 
                               Prospectus Page 21
<PAGE>
                            AIM GLOBAL INCOME FUNDS
may affect the value of dividends and interest earned by the Funds and gains and
losses realized by the Funds. Currencies generally are evaluated on the basis of
fundamental economic criteria (e.g., relative inflation and interest rate levels
and trends, growth rate forecasts, balance of payments status and economic
policies) as well as technical and political data. The exchange rates between
the U.S. dollar and other currencies are determined by supply and demand in the
currency exchange markets, the international balance of payments, governmental
intervention, speculation and other economic and political conditions. If the
currency in which a security is denominated appreciates against the U.S. dollar,
the dollar value of the security will increase. Conversely, a decline in the
exchange rate of the currency would adversely affect the value of the security
expressed in U.S. dollars.
 
In addition, many of the currencies in emerging market countries have
experienced steady devaluations relative to the U.S. dollar and major
devaluations have historically occurred in certain countries.
 
INVESTING IN EMERGING MARKETS. Because of the special risks associated with
investing in emerging markets, an investment in the Strategic Income Fund and
the Portfolio should be considered speculative. Investors are strongly advised
to consider carefully the special risks involved in emerging markets, which are
in addition to the usual risks of investing in developed foreign markets around
the world.
 
Investing in emerging markets involves risks relating to potential political and
economic instability within such markets and the risks of expropriation,
nationalization, confiscation of assets and property or the imposition of
restrictions on foreign investment and on repatriation of capital invested. In
the event of such expropriation, nationalization or other confiscation in any
emerging market, the Strategic Income Fund or the Portfolio could lose its
entire investment in that market.
 
Many emerging market countries have experienced substantial, and in some periods
extremely high, rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have negative
effects on the economies and securities markets of certain emerging market
countries.
 
Economies in emerging markets generally are dependent heavily upon international
trade and, accordingly, have been and may continue to be affected adversely by
trade barriers, exchange controls, managed adjustments in relative currency
values and other protectionist measures imposed or negotiated by the countries
with which they trade. These economies also have been and may continue to be
affected adversely by economic conditions in the countries in which they trade.
 
The securities markets of emerging countries are substantially smaller, less
developed, less liquid and more volatile than the securities markets of the
United States and other more developed countries. Disclosure and regulatory
standards in many respects are less stringent than in the United States and
other major markets. There also may be a lower level of monitoring and
regulation of emerging securities markets and the activities of investors in
such markets, and enforcement of existing regulations has been extremely
limited.
 
In addition, brokerage commissions, custodial services and other costs relating
to investment in foreign markets generally are more expensive than in the United
States, particularly with respect to emerging markets. Such markets have
different settlement and clearance procedures. In certain markets there have
been times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions. The
inability of the Strategic Income Fund or the Portfolio to make intended
securities purchases due to settlement problems could cause the Strategic Income
Fund or the Portfolio to forego attractive investment opportunities. Inability
to dispose of a portfolio security caused by settlement problems could result
either in losses to the Strategic Income Fund or the Portfolio due to subsequent
declines in value of the portfolio security or, if the Strategic Income Fund or
the Portfolio has entered into a contract to sell the security, could result in
possible liability to the purchaser.
 
The risk also exists that an emergency situation may arise in one or more
emerging markets as a result of which trading of securities may cease or may be
substantially curtailed and prices for the Strategic Income Fund's or the
Portfolio's portfolio securities in such markets may not be readily available.
Section 22(e) of the 1940 Act permits a registered investment company to suspend
redemption of its shares for any period during which an emergency exists, as
determined by the SEC. Accordingly, when the Strategic Income Fund or the
Portfolio believes that appropriate circumstances warrant, it will promptly
apply to the SEC for a determination that an emergency exists within the meaning
of Section 22(e) of the 1940 Act. During the period
 
                               Prospectus Page 22
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
commencing from the Strategic Income Fund's or the Portfolio's identification of
such conditions until the date of SEC action, the portfolio securities of the
Strategic Income Fund or the Portfolio in the affected markets will be valued at
fair value as determined in good faith by or under the direction of the
Company's Board of Directors or the Portfolio's Board of Trustees.
    
 
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES. The yield characteristics of
mortgage-backed and asset-backed securities differ from those of traditional
bonds. Among the major differences are that interest and principal payments are
made more frequently (usually monthly) and that principal may be prepaid at any
time because the underlying mortgage loans or other assets generally may be
prepaid at any time. Generally, prepayments on fixed-rate mortgage loans will
increase during a period of falling interest rates and decrease during a period
of rising interest rates. Mortgage-backed and asset-backed securities may also
decrease in value as a result of increasing market interest rates and, because
of prepayments, may benefit less than other bonds from declining interest rates.
Reinvestments of prepayments may occur at lower interest rates than the original
investment, thus adversely affecting the yield of the Government Income Fund or
the Strategic Income Fund. Actual prepayment experience may cause the yield of a
mortgage-backed security to differ from what was assumed when the Fund purchased
the security. The market for privately issued mortgage-backed and asset-backed
securities is smaller and less liquid than the market for U.S. government
mortgage-backed securities.
 
Foreign mortgage-backed securities markets are substantially smaller than U.S.
markets, but have been established in several countries, including Germany,
Denmark, Sweden, Canada and Australia, and may be developed elsewhere. Foreign
mortgage-backed securities generally are structured similar to domestic
mortgage-backed securities, and they normally present substantially similar
investment risks as well as the other risks normally associated with foreign
securities.
 
LOAN PARTICIPATIONS AND ASSIGNMENTS. The Strategic Income Fund and the Portfolio
may have difficulty disposing of Assignments and Participations. The liquidity
of such securities is limited and, the Fund and the Portfolio anticipate that
such securities could be sold only to a limited number of institutional
investors. The lack of a liquid secondary market could have an adverse impact on
the value of such securities and on the Fund's and the Portfolio's ability to
dispose of particular Assignments or Participations when necessary to meet the
Fund's and/or the Portfolio's liquidity needs or in response to a specific
economic event, such as a deterioration in the creditworthiness of the borrower.
The lack of a liquid secondary market for Assignments and Participations also
may make it more difficult for the Fund and/or the Portfolio to assign a value
to those securities for purposes of valuing the Fund's or the Portfolio's
portfolio and calculating its net asset value.
 
SOVEREIGN DEBT. The Strategic Income Fund and the Portfolio may invest in
sovereign debt securities of emerging market governments, including Brady Bonds.
Investments in such securities involve special risks. The issuer of the debt or
the governmental authorities that control the repayment of the debt may be
unable or unwilling to repay principal or interest when due in accordance with
the terms of such debt. Periods of economic uncertainty may result in the
volatility of market prices of sovereign debt obligations, and in turn a Fund's
net asset value, to a greater extent than the volatility inherent in domestic
fixed income securities.
 
A sovereign debtor's willingness or ability to repay principal and pay interest
in a timely manner may be affected by, among other factors, its cash flow
situation, the extent of its foreign reserves, the availability of sufficient
foreign exchange on the date a payment is due, the relative size of the debt
service burden to the economy as a whole, the sovereign debtor's policy toward
principal international lenders and the political constraints to which a
sovereign debtor may be subject. Emerging market governments could default on
their sovereign debt. Such sovereign debtors also may be dependent on expected
disbursements from foreign governments, multilateral agencies and other entities
abroad to reduce principal and interest arrearages on their debt. The commitment
on the part of these governments, agencies and others to make such disbursements
may be conditioned on a sovereign debtor's implementation of economic reforms
and/or economic performance and the timely service of such debtor's obligations.
Failure to implement such reforms, achieve such levels of economic performance
or repay principal or interest when due, may result in the cancellation of such
third parties' commitments to lend funds to the sovereign debtor, which may
further impair such debtor's ability or willingness to timely service its debts.
 
                               Prospectus Page 23
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
The occurrence of political, social or diplomatic changes in one or more of the
countries issuing sovereign debt could adversely affect the Fund's or the
Portfolio's investments. Emerging markets are faced with social and political
issues and some of them have experienced high rates of inflation in recent years
and have extensive internal debt. Among other effects, high inflation and
internal debt service requirements may adversely affect the cost and
availability of future domestic sovereign borrowing to finance governmental
programs, and may have other adverse social, political and economic
consequences. Political changes or a deterioration of a country's domestic
economy or balance of trade may affect the willingness of countries to service
their sovereign debt. Although the Sub-adviser intends to manage the Strategic
Income Fund and the Portfolio in a manner that will minimize the exposure to
such risks, there can be no assurance that adverse political changes will not
cause the Fund or the Portfolio to suffer a loss of interest or principal on any
of its holdings.
 
In recent years, some of the emerging market countries in which the Strategic
Income Fund and the Portfolio expect to invest have encountered difficulties in
servicing their sovereign debt obligations. Some of these countries have
withheld payments of interest and/or principal of sovereign debt. These
difficulties have also led to agreements to restructure external debt
obligations -- in particular, commercial bank loans, typically by rescheduling
principal payments, reducing interest rates and extending new credits to finance
interest payments on existing debt. In the future, holders of emerging market
sovereign debt securities may be requested to participate in similar
rescheduling of such debt. Certain emerging market countries are among the
largest debtors to commercial banks and foreign governments. Currently, Brazil,
Mexico and Argentina are the largest debtors among developing countries. At
times certain emerging market countries have declared moratoria on the payment
of principal and interest on external debt; such a moratorium is currently in
effect in certain emerging market countries. There is no bankruptcy proceeding
by which a creditor may collect in whole or in part sovereign debt on which an
emerging market government has defaulted.
 
The ability of emerging market governments to make timely payments on their
sovereign debt securities is likely to be influenced strongly by a country's
balance of trade and its access to trade and other international credits. A
country whose exports are concentrated in a few commodities could be vulnerable
to a decline in the international prices of one or more of such commodities.
Increased protectionism on the part of a country's trading partners could also
adversely affect its exports. Such events could diminish a country's trade
account surplus, if any. To the extent that a country receives payment for its
exports in currencies other than hard currencies, its ability to make hard
currency payments could be affected.
 
Investors should also be aware that certain sovereign debt instruments in which
the Strategic Income Fund and the Portfolio may invest involve great risk. As
noted above, sovereign debt obligations issued by emerging market governments
generally are deemed to be the equivalent in terms of quality to securities
rated below investment grade by Moody's and S&P. Such securities are regarded as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligations and involve
major risk exposure to adverse conditions. Some of such securities, with respect
to which the issuer currently may not be paying interest or may be in payment
default, may be comparable to securities rated D by S&P or C by Moody's. The
Strategic Income Fund and the Portfolio may have difficulty disposing of and
valuing certain sovereign debt obligations because there may be a limited
trading market for such securities. Because there is no liquid secondary market
for many of these securities, the Strategic Income Fund and the Portfolio
anticipate that such securities could be sold only to a limited number of
dealers or institutional investors.
 
LOWER QUALITY DEBT SECURITIES. Under normal market conditions the Strategic
Income Fund may invest up to 50% of its total assets in debt securities rated
below investment grade, and up to 100% the Portfolio's total assets will be so
invested. Such investments involve a high degree of risk.
 
Debt rated Baa by Moody's is considered by Moody's to have speculative
characteristics. Debt rated BB, B, CCC, CC or C by S&P and debt rated Ba, B,
Caa, Ca or C by Moody's, is regarded, on balance, as predominantly speculative
with respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation. While such lower quality debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions. Debt rated C
by Moody's or S&P is the lowest quality debt that is not in default as to
principal or interest and such
 
                               Prospectus Page 24
<PAGE>
                            AIM GLOBAL INCOME FUNDS
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing. Lower quality debt securities are also
generally considered to be subject to greater risk than higher quality
securities with regard to a deterioration of general economic conditions. These
securities are the equivalent of high yield, high risk bonds, commonly known as
"junk bonds." As noted above, the Strategic Income Fund and the Portfolio may
invest in debt securities rated below C, which are in default as to principal
and/ or interest.
 
Ratings of debt securities represent the rating agency's opinion regarding their
quality and are not a guarantee of quality. Rating agencies attempt to evaluate
the safety of principal and interest payments and do not evaluate the risks of
fluctuations in market value. Also, rating agencies may fail to make timely
changes in credit quality in response to subsequent events, so that an issuer's
current financial condition may be better or worse than a rating indicates. See
"Appendix A" for a discussion of Moody's and S&P's ratings.
 
The market values of lower quality debt securities tend to reflect individual
developments of the issuer to a greater extent than do higher quality
securities, which react primarily to fluctuations in the general level of
interest rates. In addition, lower quality debt securities tend to be more
sensitive to economic conditions and generally have more volatile prices than
higher quality securities. Issuers of lower quality securities are often highly
leveraged and may not have available to them more traditional methods of
financing. For example, during an economic downturn or a sustained period of
rising interest rates, highly leveraged issuers of lower quality securities may
experience financial stress. During such periods, such issuers may not have
sufficient revenues to meet their interest payment obligations. The issuer's
ability to service its debt obligations may also be adversely affected by
specific developments affecting the issuer, such as the issuer's inability to
meet specific projected business forecasts or the unavailability of additional
financing. The risk of loss due to default by the issuer is significantly
greater for the holders of lower quality securities because such securities are
generally unsecured and may be subordinated to the claims of other creditors of
the issuer.
 
Lower quality debt securities of corporate issuers frequently have call or
buy-back features which would permit an issuer to call or repurchase the
security from the Strategic Income Fund or the Portfolio. If an issuer exercises
these provisions in a declining interest rate market, the Strategic Income Fund
or the Portfolio may have to replace the security with a lower yielding
security, resulting in a decreased return for investors. In addition, the
Strategic Income Fund and the Portfolio may have difficulty disposing of lower
quality securities because there may be a thin trading market for such
securities. There may be no established retail secondary market for many of
these securities, and the Strategic Income Fund and the Portfolio anticipate
that such securities could be sold only to a limited number of dealers or
institutional investors. The lack of a liquid secondary market also may have an
adverse impact on market prices of such instruments and may make it more
difficult for the Strategic Income Fund and the Portfolio to obtain accurate
market quotations for purposes of valuing the securities in the portfolios of
the Strategic Income Fund and the Portfolio. Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may also decrease the
values and liquidity of lower quality securities, especially in a thinly traded
market. The Strategic Income Fund and the Portfolio also may acquire lower
quality debt securities during an initial underwriting or may acquire lower
quality debt securities which are sold without registration under applicable
securities laws. Such securities involve special considerations and risks.
 
Factors having an adverse effect on the market value of lower rated securities
or their equivalents purchased by the Strategic Income Fund and the Portfolio
will adversely impact net asset value of the Strategic Income Fund and the High
Income Fund. See "Risk Factors" in the Statement of Additional Information. In
addition to the foregoing, such factors may include: (i) potential adverse
publicity; (ii) heightened sensitivity to general economic or political
conditions; and (iii) the likely adverse impact of a major economic recession.
The Strategic Income Fund and the Portfolio each also may incur additional
expenses to the extent it is required to seek recovery upon a default in the
payment of principal or interest on its portfolio holdings, and the Fund and the
Portfolio may have limited legal recourse in the event of a default. Debt
securities issued by governments in emerging markets can differ from debt
obligations issued by private entities in that remedies from defaults generally
must be pursued in the courts of the defaulting government, and legal recourse
is therefore somewhat diminished. Political conditions, in terms of a
government's willingness to meet the terms of its debt obligations, also are of
considerable
 
                               Prospectus Page 25
<PAGE>
                            AIM GLOBAL INCOME FUNDS
significance. There can be no assurance that the holders of commercial bank debt
may not contest payments to the holders of debt securities issued by governments
in emerging markets in the event of default by the governments under commercial
bank loan agreements.
 
As of October 31, 1997, the Strategic Income Fund and the Portfolio had 89.27%
and 86.59%, respectively, of their total net assets in debt securities that
received a rating from Moody's and 4.00% and 10.29%, respectively, of their
total net assets in debt securities that were not so rated. In addition, the
Strategic Income Fund and the Portfolio had 6.73% and 3.12%, respectively, of
their total net assets in cash and net receivables. The Strategic Income Fund
had the following percentages of its total net assets invested in rated
securities: Aaa -- 41.23%, Aa -- 12.68%, A -- 1.31%, Baa -- 3.75%, Ba -- 24.30%,
B -- 6.00%, Caa -- 0.00%, Ca -- 0.00%, C -- 0.00%. Included under the unrated
category are securities held by the Strategic Income Fund which, while unrated,
have been determined by the Sub-adviser to be of comparable quality to
securities in the following categories: Ba -- 1.03%; and B -- 2.97%. The
Portfolio had the following percentages of its total net assets invested in
rated securities: Aaa -- 7.99%, Aa -- 0.00%, A -- 0.00%, Baa -- 13.11%, Ba --
48.56%, B -- 16.93%, Caa -- 0.00%, Ca -- 0.00%, C -- 0.00%. Included under the
unrated category are securities held by the Portfolio which, while unrated, have
been determined by the Sub-adviser to be of comparable quality to securities in
the following rating categories: Ba -- 3.22%; and B -- 7.07%. It should be noted
that the allocation of the investments of the Strategic Income Fund and the
Portfolio by rating on any given date will vary and should not be considered
representative of the future portfolio composition of the Strategic Income Fund
or the Portfolio.
 
OPTIONS, FUTURES AND FORWARD CURRENCY TRANSACTIONS. Although each Fund and the
Portfolio is authorized to enter into options, futures and forward currency
transactions, the Funds and the Portfolio might not enter into any such
transactions. In addition, issuers in emerging markets typically are subject to
a greater degree of change in earnings and business prospects than issuers in
developed countries. Options, futures and foreign currency transactions involve
certain risks, which include: (1) dependence on the Sub-adviser's ability to
predict movements in the prices of individual securities, fluctuations in the
general securities markets or in the appropriate market sector and movements in
interest rates and currency markets; (2) imperfect correlation, or even no
correlation, between movements in the price of options, forward contracts,
futures contracts or options thereon and movements in the price of the currency
or security hedged or used for cover; (3) the fact that skills and techniques
needed to trade options, futures contracts and options thereon or to use forward
currency contracts are different from those needed to select the securities in
which a Fund or Portfolio invests; (4) lack of assurance that a liquid secondary
market will exist for any particular option, futures contract or option thereon
at any particular time; (5) the possible loss of principal under certain
conditions; and (6) the possible inability of a Fund or Portfolio to purchase or
sell a portfolio security at a time when it would otherwise be favorable for it
to do so, or the possible need for a Fund or Portfolio to sell a security at a
disadvantageous time, due to the need for the Fund or Portfolio to maintain
"cover" or to set aside securities in connection with hedging transactions.
 
ILLIQUID SECURITIES. The Government Income Fund, the Strategic Income Fund and
the Portfolio may invest up to 15% of their net assets, in securities for which
no readily available market exists, so-called "illiquid securities." Illiquid
securities may be more difficult to value than liquid securities and the sale of
illiquid securities generally will require more time and result in higher
brokerage charges or dealer discounts and other selling expenses than the sale
of liquid securities. Moreover, illiquid securities often sell at a price lower
than similar securities that are liquid.
 
                               Prospectus Page 26
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                                 HOW TO INVEST
 
- --------------------------------------------------------------------------------
 
   
GENERAL. Advisor Class shares are offered through this Prospectus to (a)
trustees or other fiduciaries purchasing shares for employee benefit plans which
are sponsored by organizations which have at least 1,000 employees; (b) any
account with assets of at least $10,000 if (i) a financial planner, trust
company, bank trust department or registered investment adviser has investment
discretion over such account, and (ii) the account holder pays such person as
compensation for its advice and other services an annual fee of at least .50% on
the assets in the account ("Advisory Account"); (c) any account with assets of
at least $10,000 if (i) such account is established under a "wrap fee" program,
and (ii) the account holder pays the sponsor of such program an annual fee of at
least .50% on the assets in the account ("Wrap Fee Account"); (d) accounts
advised by INVESCO (NY), Inc. or one of the companies formerly affiliated with
Liechtenstein Global Trust AG, provided such accounts were invested in Advisor
Class shares of any of the AIM/GT Funds on June 1, 1998; and (e) any of the
companies composing or affiliated with AMVESCAP PLC. Financial planners, trust
companies, bank trust companies and registered investment advisers referenced in
subpart (b) and sponsors of "wrap fee" programs referenced in subpart (c) are
collectively referred to as "Financial Advisers." Investors in Wrap Fee Accounts
and Advisory Accounts may only purchase Advisor Class shares through Financial
Advisers who have entered into agreements with AIM Distributors and certain of
its affiliates. Investors may be charged a fee by their agents or brokers if
they effect transactions other than through a dealer.
    
 
All purchase orders will be executed at the public offering price next
determined after the purchase order is received. Orders received by authorized
institutions (or their designees) before the close of regular trading on the New
York Stock Exchange ("NYSE") (currently 4:00 p.m. Eastern Time, unless weather,
equipment failure or other factors contribute to an earlier closing time) on any
Business Day will be executed at the public offering price for the applicable
class of shares determined that day. Orders received by authorized institutions
(or their designees) before the close of regular trading on the NYSE on a
Business Day will be deemed to have been received by a Fund on such day and will
be effected that day, provided that such orders are transmitted to the Transfer
Agent prior to the time set for the receipt of such orders. A "Business Day" is
any day Monday through Friday on which the NYSE is open for business. The
authorized institution (or its designee) will be responsible for forwarding the
investor's order to the Transfer Agent so that it will be received prior to such
time. THE FUNDS RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER. In particular,
the Funds may reject purchase orders or exchanges by investors who appear to
follow, in the Sub-adviser's judgment, a market-timing strategy or otherwise
engage in excessive trading. See "How to Make Exchanges -- Limitations on
Purchase Orders and Exchanges."
 
Fiduciaries and Financial Advisers may be required to provide information
satisfactory to AIM Distributors concerning their eligibility to purchase
Advisor Class shares. For specific information on opening an account, please
contact your Financial Adviser or AIM Distributors.
 
   
FOR ANY FUND NAMED ON THE COVER PAGE OF THIS PROSPECTUS, AIM DISTRIBUTORS AND
ITS AGENTS RESERVE THE RIGHT AT ANY TIME (1) TO WITHDRAW ALL OR ANY PART OF THE
OFFERING MADE BY THIS PROSPECTUS; (2) TO REJECT ANY PURCHASE OR EXCHANGE ORDER
OR TO CANCEL ANY PURCHASE DUE TO NONPAYMENT OF THE PURCHASE PRICE; (3) TO
INCREASE, WAIVE OR LOWER THE MINIMUM INVESTMENT REQUIREMENTS; OR (4) TO MODIFY
ANY OF THE TERMS OR CONDITIONS OF PURCHASE OF SHARES OF SUCH FUND. For any Fund
named on the cover page, AIM Distributors and its agents will use their best
efforts to provide notice of any such actions through correspondence with
broker-dealers and existing shareholders, supplements to the AIM/GT Funds'
prospectuses, or other appropriate means, and will provide sixty (60) days'
notice in the case of termination or material modification to the exchange
privilege discussed under the caption "How to Make Exchanges."
    
 
                               Prospectus Page 27
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
PURCHASES BY BANK WIRE. Shares of the Funds may also be purchased by bank wire.
Bank wire purchases will be effected at the next determined public offering
price after the bank wire is received. A wire investment is considered received
when the Transfer Agent is notified that the bank wire has been credited to the
Funds. Prior telephonic or facsimile notice that a bank wire is being sent must
be provided to the Transfer Agent. A bank may charge a service fee for wiring
money to the Funds. The Transfer Agent currently does not charge a service fee
for facilitating wire purchases, but reserves the right to do so in the future.
For more information, please refer to the Shareholder Account Manual in this
Prospectus.
 
CERTIFICATES. Physical certificates representing a Fund's shares will not be
issued unless a written request is submitted to the Transfer Agent. Shares of a
Fund are recorded on a register by the Transfer Agent, and shareholders who do
not elect to receive certificates have the same rights of ownership as if
certificates had been issued to them. Redemptions and exchanges by shareholders
who hold certificates may take longer to effect than similar transactions
involving non-certificated shares because the physical delivery and processing
of properly executed certificates is required. ACCORDINGLY, THE FUNDS RECOMMEND
THAT SHAREHOLDERS DO NOT REQUEST ISSUANCE OF CERTIFICATES.
 
   
PORTFOLIO REBALANCING PROGRAM. The Portfolio Rebalancing Program ("Program")
permits eligible shareholders to establish and maintain an allocation across a
range of AIM/GT Funds. The Program automatically rebalances holdings of AIM/ GT
Funds to the established allocation on a periodic basis. Under the Program, a
shareholder may predesignate, on a percentage basis, how the total value of his
or her holdings in a minimum of two, and a maximum of ten, AIM/GT Funds
("Personal Portfolio") is to be rebalanced on a monthly, quarterly, semiannual,
or annual basis.
    
 
   
Rebalancing under the Program will be effected through the exchange of shares of
one or more AIM/ GT Funds in the shareholder's Personal Portfolio for shares of
the same class of one or more other AIM/GT Funds in the shareholder's Personal
Portfolio. See "How to Make Exchanges." If shares of the AIM/GT Fund(s) in a
shareholder's Personal Portfolio have appreciated during a rebalancing period,
the Program will result in shares of AIM/GT Fund(s) that have appreciated most
during the period being exchanged for shares of AIM/GT Fund(s) that have
appreciated least. SUCH EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A
SHAREHOLDER'S REALIZING A GAIN OR LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME
TAX PURPOSES. See "Dividends, Other Distributions and Federal Income Taxation."
Participation in the Program does not assure that a shareholder will profit from
purchases under the Program nor does it prevent or lessen losses in a declining
market.
    
 
The Program will automatically rebalance the shareholder's Personal Portfolio on
the 28th day of the last month of the period chosen (or the immediately
preceding business day if the 28th is not a business day), subject to any
limitations below. The Program will not execute an exchange if the variance in a
shareholder's Personal Portfolio for a particular Fund would be 2% or less. In
predesignating percentages, shareholders must use whole percentages and totals
must equal 100%. Shareholders participating in the Program may not request
issuance of physical certificates representing a Fund's shares. Exchanges made
under the Program are not subject to the four free exchanges per year
limitation. The Funds and AIM Distributors reserve the right to modify, suspend,
or terminate the Program at any time on 60 days' prior written notice to
shareholders. A request to participate in the Program must be received in good
order at least five business days prior to the next rebalancing date. Once a
shareholder establishes the Program for his or her Personal Portfolio, a
shareholder cannot cancel or change which rebalancing frequency, which Funds or
what allocation percentages are assigned to the Program, unless canceled or
changed in writing and received by the Transfer Agent in good order at least
five business days prior to the rebalancing date. Certain Financial Institutions
may charge a fee for establishing accounts relating to the Program. Investors
should contact their Financial Institution or AIM Distributors for more
information.
 
                               Prospectus Page 28
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                             HOW TO MAKE EXCHANGES
 
- --------------------------------------------------------------------------------
 
   
Advisor Class shares of a Fund may be exchanged for Advisor Class shares of any
other AIM/GT Fund, based on their respective net asset values without imposition
of any sales charges, provided that the registration remains identical. Exchange
requests received in good order by the Transfer Agent before the close of
regular trading on the NYSE on any Business Day will be processed at the net
asset value calculated on that day.
    
 
   
EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A SHAREHOLDER REALIZING A GAIN OR
LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME TAX PURPOSES. See "Dividends, Other
Distributions and Federal Income Taxation." In addition to the Funds, the AIM/GT
Funds include the following:
    
 
   
  - AIM AMERICA VALUE FUND
    
   
  - AIM DEVELOPING MARKETS FUND
    
   
  - AIM DOLLAR FUND
    
   
  - AIM EMERGING MARKETS FUND
    
   
  - AIM EUROPE GROWTH FUND
    
   
  - AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
    
   
  - AIM GLOBAL GROWTH & INCOME FUND
    
   
  - AIM GLOBAL HEALTH CARE FUND
    
   
  - AIM GLOBAL INFRASTRUCTURE FUND
    
   
  - AIM GLOBAL RESOURCES FUND
    
   
  - AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
  - AIM INTERNATIONAL GROWTH FUND
    
   
  - AIM JAPAN GROWTH FUND
    
   
  - AIM LATIN AMERICAN GROWTH FUND
    
   
  - AIM MID CAP GROWTH FUND
    
   
  - AIM NEW DIMENSION FUND
    
   
  - AIM NEW PACIFIC GROWTH FUND
    
   
  - AIM SMALL CAP EQUITY FUND
    
   
  - AIM WORLDWIDE GROWTH FUND
    
 
   
Investors in Wrap Fee Accounts and Advisory Accounts interested in making an
exchange should contact his or her Financial Adviser to request the prospectus
of the other AIM/GT Fund(s) being considered. Other investors should contact AIM
Distributors. The terms of the exchange offer may be modified at any time, on 60
days' prior written notice.
    
 
EXCHANGES BY TELEPHONE. A shareholder may give exchange information to his or
her Financial Adviser. Exchange orders will be accepted by telephone provided
that the exchange involves only uncertificated shares on deposit in the
shareholder's account or for which certificates have previously been deposited.
Shareholders automatically have telephone privileges to authorize exchanges. The
Funds, AIM Distributors and the Transfer Agent will not be liable for any loss
or damage for acting in good faith upon instructions received by telephone and
reasonably believed to be genuine. The Funds employ reasonable procedures to
confirm that instructions communicated by telephone are genuine prior to acting
upon instructions received by telephone, including requiring some form of
personal identification, providing written confirmation of such transactions,
and/or tape recording of telephone instructions.
 
   
LIMITATIONS ON PURCHASE ORDERS AND EXCHANGES. The AIM/GT Funds are not intended
to serve as vehicles for frequent trading in response to short-term fluctuations
in the market. Due to the disruptive effect that market-timing investment
strategies and excessive trading can have on efficient portfolio management,
each AIM/GT Fund and AIM Distributors reserve the right to refuse purchase
orders and exchanges by any person or group, if, in the Sub-adviser's judgment,
such person or group was following a market-timing strategy or was otherwise
engaging in excessive trading.
    
 
   
In addition, each AIM/GT Fund and AIM Distributors reserve the right to refuse
purchase orders and exchanges by any person or group if, in the Sub-adviser's
judgment, the Fund would not be able to invest the money effectively in
accordance with that Fund's investment objective and policies or would otherwise
potentially be adversely affected. Although an AIM/GT Fund will attempt to give
investors prior notice whenever it is reasonably able to do so, it may impose
the above restrictions at any time.
    
 
   
Finally, as described above, each AIM/GT Fund and AIM Distributors reserve the
right to reject any purchase order.
    
 
                               Prospectus Page 29
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                              HOW TO REDEEM SHARES
 
- --------------------------------------------------------------------------------
 
Shares of each Fund may be redeemed at their net asset value and redemption
proceeds will be sent within seven days of the execution of a redemption
request. Redemption requests may be transmitted to the Transfer Agent by
telephone or by mail, in accordance with the instructions provided in the
Shareholder Account Manual. Redemptions will be effected at the net asset value
next determined after the Transfer Agent has received the request, provided that
the request is transmitted to the Transfer Agent prior to the time set for
receipt of such redemption request. Redemptions will only be effected if the
request is received in good order and accompanied by any required supporting
documentation. Redemption requests will not require a signature guarantee if the
redemption proceeds are to be sent either: (i) to the redeeming shareholder at
the shareholder's address of record as maintained by the Transfer Agent,
provided the shareholder's address of record has not been changed within the
preceding fifteen days; or (ii) directly to a pre-designated bank, savings and
loan or credit union account ("Pre-Designated Account"). ALL OTHER REDEMPTION
REQUESTS MUST BE ACCOMPANIED BY A SIGNATURE GUARANTEE OF THE REDEEMING
SHAREHOLDER'S SIGNATURE. A signature guarantee can be obtained from any bank,
U.S. trust company, a member firm of a U.S. stock exchange or a foreign branch
of any of the foregoing or other eligible guarantor institution. A notary public
is not an acceptable guarantor.
 
Shareholders with Pre-Designated Accounts should request that redemption
proceeds be sent either by bank wire or by check. The minimum redemption amount
for a bank wire is $500. Shareholders requesting a bank wire should allow two
business days from the time the redemption request is effected for the proceeds
to be deposited in the shareholder's Pre-Designated Account. See "How to Redeem
Shares -- Other Important Redemption Information." Shareholders may change their
Pre-Designated Accounts only by a letter of instruction to the Transfer Agent
containing all account signatures, each of which must be guaranteed. The
Transfer Agent currently does not charge a bank wire service fee for each wire
redemption sent, but reserves the right to do so in the future. The
shareholder's bank may charge a bank wire service fee.
REDEMPTIONS BY TELEPHONE. Redemption requests may be made by telephone by
calling the Transfer Agent at the appropriate toll-free number provided in the
Shareholder Account Manual. Shareholders who hold certificates for shares may
not redeem by telephone. REDEMPTION REQUESTS MAY NOT BE MADE BY TELEPHONE FOR
FIFTEEN DAYS FOLLOWING ANY CHANGE OF THE SHAREHOLDER'S ADDRESS OF RECORD.
 
Shareholders automatically have telephone privileges to authorize redemptions.
The Funds, AIM Distributors and the Transfer Agent will not be liable for any
loss or damage for acting in good faith upon instructions received by telephone
and reasonably believed to be genuine. The Fund employs reasonable procedures to
confirm that instructions communicated by telephone are genuine prior to acting
upon instructions received by telephone, including requiring some form of
personal identification, providing written confirmation of such transactions,
and/or tape recording of telephone instructions.
 
REDEMPTIONS BY MAIL. Redemption requests should be mailed directly to the
Transfer Agent at the appropriate address provided in the Shareholder Account
Manual. As discussed above, requests for payment of redemption proceeds to a
party other than the shareholder of record and/or requests that redemption
proceeds be mailed to an address other than the shareholder's address of record
require a signature guarantee. In addition, if the shareholder's address of
record has been changed within the preceding fifteen days, a signature guarantee
is required. Redemptions of shares for which certificates have been issued must
be accompanied by properly endorsed share certificates.
 
OTHER IMPORTANT REDEMPTION INFORMATION. A request for redemption will not be
processed until all of the necessary documentation has been received in good
order. A shareholder in a Wrap Fee Account or Advisory Account who is in doubt
as to what documents are required should contact his Financial Adviser or the
Transfer Agent.
 
                               Prospectus Page 30
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
Except in extraordinary circumstances and as permitted under the Investment
Company Act of 1940 ("1940 Act"), payment for shares redeemed by telephone, or
by mail will be made promptly after receipt of a redemption request, if in good
order, but not later than seven days after the date the request is executed.
Requests for redemption which are subject to any special conditions or which
specify a future or past effective date cannot be accepted.
 
If the Transfer Agent is requested to redeem shares for which a Fund has not yet
received good payment, the Fund may delay payment of redemption proceeds until
the Transfer Agent has assured itself that good payment has been collected for
the purchase of the shares. In the case of purchases by check it can take up to
10 business days to confirm that the check has cleared and good payment has been
received. Redemption proceeds will not be delayed when shares have been paid for
by wire or when the investor's account holds a sufficient number of shares for
which funds already have been collected.
 
   
AIM Distributors reserves the right to redeem the shares of any Advisory Account
or Wrap Fee Account if the amount invested in AIM/GT Funds through such account
is reduced to less than $500 through redemptions or other action by the
shareholder. Written notice will be given to the shareholder at least 60 days
prior to the date fixed for such redemption, during which time the shareholder
may increase the amount invested in AIM/ GT Funds through such account to an
aggregate amount of $500 or more.
    
 
                               Prospectus Page 31
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                           SHAREHOLDER ACCOUNT MANUAL
 
- --------------------------------------------------------------------------------
 
Purchase, exchange and redemption orders should be placed in accordance with
this Manual. It is recommended that investors in Wrap Fee Accounts and Advisory
Accounts make such orders through their Financial Adviser. See "How to Invest,"
"How to Make Exchanges," "How to Redeem Shares" and "Dividends, Other
Distributions and Federal Income Taxation" for more information.
 
Each Fund's Transfer Agent is GT GLOBAL INVESTOR SERVICES, INC.
 
INVESTMENTS BY MAIL
Send the completed Account Application (if initial purchase) or letter stating
Fund name, class of shares, shareholder's registered name and account number (if
subsequent purchase) with a check to:
 
   
    AIM/GT Funds
    P.O. Box 7345
    San Francisco, CA 94120-7345
    
 
INVESTMENTS BY BANK WIRE
   
A new account may be opened by calling 1-800-223-2138 to obtain an account
number. WITHIN SEVEN DAYS OF PURCHASE A COMPLETED ACCOUNT APPLICATION CONTAINING
THE APPROPRIATE CERTIFIED TAXPAYER IDENTIFICATION NUMBER MUST BE SENT TO THE
ADDRESS PROVIDED ABOVE UNDER "INVESTMENTS BY MAIL." Wire instructions must state
Fund name, class of shares, shareholder's registered name and account number.
Bank wires should be sent through the Federal Reserve Bank Wire System to:
    
 
    WELLS FARGO BANK N.A.
    ABA 121000248
    Attn: GT GLOBAL
         Account No. 4023-050701
 
EXCHANGES BY TELEPHONE
Call the Transfer Agent at 1-800-223-2138.
 
EXCHANGES BY MAIL
   
Send complete instructions, including name of Fund exchanging from, class of
shares, amount of exchange, name of the AIM/GT Fund exchanging into,
shareholder's registered name and account number, to:
    
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
REDEMPTIONS BY TELEPHONE
Call the Transfer Agent at 1-800-223-2138.
 
REDEMPTIONS BY MAIL
Send complete instructions, including name of Fund, class of shares, amount of
redemption, shareholder's registered name and account number, to:
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
OVERNIGHT MAIL
Overnight mail services do not deliver to post office boxes. To send purchase,
exchange or redemption orders by overnight mail, follow the above instructions
but send to the following address:
 
    GT Global Investor Services, Inc.
    California Plaza
    2121 N. California Boulevard
    Suite 450
    Walnut Creek, CA 94596
 
ADDITIONAL QUESTIONS
Shareholders with additional questions regarding purchase, exchange and
redemption procedures should call the Transfer Agent at 1-800-223-2138.
 
                               Prospectus Page 32
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                         CALCULATION OF NET ASSET VALUE
 
- --------------------------------------------------------------------------------
 
Each Fund calculates its net asset value as of the close of normal trading on
the NYSE (currently 4:00 p.m., Eastern Time, unless weather, equipment failure
or other factors contribute to an earlier closing time) each Business Day. Each
Fund's net asset value per share is computed by determining the value of its
total assets (which, in the case of the High Income Fund, is the value of its
proportionate share of the total assets of the Portfolio) subtracting all of its
liabilities, and dividing the result by the total number of shares outstanding
at such time. Net asset value is determined separately for each class of shares
of each Fund.
 
Long-term debt obligations held by a Fund or the Portfolio are valued at the
mean of representative quoted bid and asked prices for such securities or, if
such prices are not available, at prices for securities of comparable maturity,
quality and type; however, when the Sub-adviser deems it appropriate, prices
obtained from a bond pricing service will be used. Short-term debt investments
are amortized to maturity based on their cost, adjusted for foreign exchange
translation and market fluctuations, provided such valuations represent fair
value. Equity securities are valued at the last sale price on the exchange or in
the OTC market in which such securities are primarily 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. When market quotations for futures and options
positions held by a Fund or the Portfolio are readily available, those positions
are valued based upon such quotations.
 
   
Securities and other assets for which market quotations are not readily
available are valued at fair value determined in good faith by or under the
direction of the Company's Board of Directors or the Portfolio's Board of
Trustees. Securities and other assets quoted in foreign currencies are valued in
U.S. dollars based on the prevailing exchange rates on that day.
    
 
Each Fund's or the Portfolio's portfolio securities, from time to time, may be
listed primarily on foreign exchanges or OTC dealer markets that may trade on
days when the NYSE is closed (such as Saturday). As a result, the net asset
value of a Fund may be significantly affected by such trading on days when
shareholders cannot purchase or redeem shares of that Fund.
 
                               Prospectus Page 33
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                         DIVIDENDS, OTHER DISTRIBUTIONS
                          AND FEDERAL INCOME TAXATION
 
- --------------------------------------------------------------------------------
 
DIVIDENDS AND OTHER DISTRIBUTIONS. Each Fund declares and pays monthly dividends
from its net investment income, if any, which includes accrued interest, earned
discount (including both original issue and market discounts) and dividends less
applicable expenses. Each Fund also annually distributes substantially all of
its realized net capital gains and net gains from foreign currency transactions,
if any. Each Fund may make an additional dividend or other distribution each
year if necessary to avoid a 4% excise tax on certain undistributed income and
gain.
 
Dividends and other distributions paid by each Fund with respect to all classes
of its shares are calculated in the same manner and at the same time. The per
share income dividends on Advisor Class shares of a Fund will be higher than the
per share income dividends on shares of other classes of that Fund as a result
of the service and distribution fees applicable to those other shares.
SHAREHOLDERS MAY ELECT:
 
   
/ / to have all dividends and other distributions automatically reinvested in
    additional Advisor Class shares of the distributing Fund (or other AIM/ GT
    Funds); or
    
 
   
/ / to receive dividends in cash and have other distributions automatically
    reinvested in additional Advisor Class shares of the distributing Fund (or
    other AIM/GT Funds); or
    
 
   
/ / to receive other distributions in cash and have dividends automatically
    reinvested in additional Advisor Class shares of the distributing Fund (or
    other AIM/GT Funds); or
    
 
/ / to receive dividends and other distributions in cash.
 
   
Automatic reinvestments in additional Advisor Class shares are made at net asset
value without imposition of a sales charge. IF NO ELECTION IS MADE BY A
SHAREHOLDER, ALL DIVIDENDS AND OTHER DISTRIBUTIONS WILL BE AUTOMATICALLY
REINVESTED IN ADDITIONAL ADVISOR CLASS SHARES OF THE DISTRIBUTING FUND.
Reinvestments in another AIM/GT Fund may only be directed to an account with the
identical shareholder registration and account number. These elections may be
changed by a shareholder at any time; to be effective with respect to a
distribution, the shareholder or the shareholder's broker must contact the
Transfer Agent by mail or telephone at least 15 Business Days prior to the
payment date. THE FEDERAL INCOME TAX CONSEQUENCES OF DIVIDENDS AND OTHER
DISTRIBUTIONS ARE THE SAME WHETHER THEY ARE RECEIVED IN CASH OR REINVESTED IN
ADDITIONAL SHARES.
    
 
Any dividend or other distribution paid by a Fund has the effect of reducing the
net asset value per share on the ex-distribution date by the amount thereof.
Therefore, a dividend or other distribution paid shortly after a purchase of
shares would represent, in substance, a return of capital to the shareholder (to
the extent the distribution is paid on the shares so purchased), even though
subject to income tax, as discussed below.
 
TAXES. Each Fund intends to continue to qualify for treatment as a regulated
investment company under the Code. In each taxable year that a Fund so
qualifies, the Fund (but not its shareholders) will be relieved of federal
income tax on that part of its investment company taxable income (consisting
generally of net investment income, net gains from certain foreign currency
transactions and net short-term capital gain) and net capital gain (i.e., the
excess of net long-term capital gain over net short-term capital loss) that it
distributes to its shareholders. In the case of the High Income Fund, its
investment company taxable income and net capital gain consists of its
proportionate share of the Portfolio's net investment income, net gains from
certain foreign currency transactions and net short-term capital gain and net
capital gain. The Portfolio expects that it also will not be liable for any
federal income tax.
 
Dividends from a Fund's investment company taxable income (whether paid in cash
or reinvested in additional shares) are taxable to its shareholders as ordinary
income to the extent of the Fund's earnings and profits. Distributions of a
Fund's net capital gain, when designated as such, are taxable to its
shareholders as long-term capital gains, regardless of how long they have held
their Fund shares and whether paid in cash or reinvested in additional shares.
 
Under the Taxpayer Relief Act of 1997, different maximum tax rates apply to a
noncorporate
 
                               Prospectus Page 34
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
taxpayer's net capital gain depending on the taxpayer's holding period and
marginal rate of federal income tax -- generally, 28% for gain recognized on
securities held for more than one year but not more than 18 months and 20% (10%
for taxpayers in the 15% marginal tax bracket) for gain recognized on securities
held for more than 18 months. Each Fund may divide each net capital gain
distribution into a 28% rate gain distribution and a 20% rate gain distribution
(in accordance with the Fund's holding periods for the securities it sold that
generated the distributed gain), in which event its shareholders must treat
those portions accordingly.
    
 
Each Fund provides federal tax information to its shareholders annually,
including information about dividends and capital gain distributions paid during
the preceding year and, under certain circumstances, the shareholders'
respective shares of any foreign taxes paid (directly or indirectly) by the
Fund, in which event each shareholder would be required to include in his or her
gross income his or her pro rata share of those taxes, but might be entitled to
claim a credit or deduction for them. The information regarding capital gain
distributions designates the portions thereof subject to the different maximum
rates of tax applicable to noncorporate taxpayers' net capital gain indicated
above.
 
Each Fund must withhold 31% from dividends, capital gain distributions and
redemption proceeds payable to any individuals and certain other noncorporate
shareholders who have not furnished to the Fund a correct taxpayer
identification number or a properly completed claim for exemption on Form W-8 or
W-9. Withholding at that rate also is required from dividends and capital gain
distributions payable to such shareholders who otherwise are subject to backup
withholding. Fund accounts opened via a bank wire purchase (see "How to Invest
- -- Purchases Through the Distributor") are considered to have uncertified
taxpayer identification numbers unless a completed Form W-8 or W-9 or Account
Application is received by the Transfer Agent within seven days after the
purchase. A shareholder should contact the Transfer Agent if the shareholder is
uncertain whether a proper taxpayer identification number is on file with a
Fund.
 
   
A redemption of Fund shares may result in taxable gain or loss to the redeeming
shareholder, depending upon whether the redemption proceeds are more or less
than the shareholder's adjusted basis for the redeemed shares. An exchange of
Fund shares for shares of another mutual fund generally will have similar tax
consequences. In addition, if shares of a Fund are purchased within 30 days
before or after redeeming other shares of that Fund (regardless of class) at a
loss, all or a part of the loss will not be deductible and instead will increase
the basis of the newly purchased shares.
    
 
The foregoing is only a summary of some of the important federal tax
considerations generally affecting each Fund and its shareholders. See "Taxes"
in the Statement of Additional Information for a further discussion. There may
be other federal, state, local or foreign tax considerations applicable to a
particular investor. Prospective investors are therefore urged to consult their
tax advisers.
 
                               Prospectus Page 35
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
   
The Company's Board of Directors and the Portfolio's Board of Trustees have
overall responsibility for the operation of the Funds and the Portfolio,
respectively. The Company's Board of Directors and the Portfolio's Board of
Trustees have approved all significant agreements between the Company and the
Portfolio on the one side and persons or companies furnishing services to the
Funds and the Portfolio on the other, including the investment advisory and
administrative services agreement with AIM, the investment sub-advisory and
sub-administration agreement with the Sub-adviser, the agreements with AIM
Distributors regarding distribution of each Fund's shares, the custody agreement
with State Street Bank and Trust Company and the transfer agency agreement with
GT Global Investor Services, Inc. The day-to-day operations of each of the Funds
and the Portfolio are delegated to the officers of the Company and the
Portfolio, subject always to the objective and policies of the applicable Fund
and the Portfolio and to the general supervision of the Company's Board of
Directors and the Portfolio's Board of Trustees. See "Directors and Executive
Officers" in the Statement of Additional Information for information on the
Company's Directors and the Portfolio's Trustees.
    
 
INVESTMENT MANAGEMENT AND ADMINISTRATION. Services provided by AIM and the
Sub-adviser as the Government Income Fund's, the Strategic Income Fund's and the
Portfolio's investment managers and administrators include, but are not limited
to, determining the composition of the investment portfolio of the Government
Income Fund, the Strategic Income Fund and the Portfolio and placing orders to
buy, sell or hold particular securities. In addition, AIM and the Sub-adviser
provide the following administration services to the Funds and the Portfolio:
furnishing corporate officers and clerical staff; providing office space,
services and equipment; and supervising all matters relating to the Government
Income Fund's, the Strategic Income Fund's and the Portfolio's operation.
 
   
The Government Income Fund and the Strategic Income Fund each pays AIM
investment management and administration fees computed daily and payable
monthly, based on their respective average daily net assets, for such services
at the annualized rate of .725% on the first $500 million, .70% on the next $1
billion, .675% on the next $1 billion, and .65% on amounts thereafter. Out of
the aggregate fees payable by a Fund, AIM pays the Sub-adviser sub-advisory and
sub-administration fees equal to 40% of the aggregate fees AIM receives from
each Fund. The investment management and administration fees paid by the Funds
and the Portfolio are higher than those paid by most mutual funds. The High
Income Fund pays AIM administration fees at the annualized rate of 0.25% of the
Fund's average daily net assets. AIM has appointed the Sub-adviser as the Fund's
sub-administrator. In addition, the Fund bears its pro rata portion of the
investment management and administration fees paid by the Portfolio to AIM. The
Portfolio pays AIM such fees, based on the average daily net assets of the
Portfolio at the annualized rate of .475% on the first $500 million, .45% on the
next $1 billion, .425% on the next $1 billion and .40% on amounts thereafter,
plus 2% of the Portfolio's total investment income as stated in the Portfolio's
Statement of Operations, calculated in accordance with generally accepted
accounting principles, adjusted daily for currency revaluations, on a marked to
market basis, of the Portfolio's assets; provided, however, that during any
fiscal year this amount shall not exceed 2% of the Portfolio's total investment
income calculated in accordance with generally accepted accounting principles.
Out of its aggregate fees payable by the High Income Fund and the Portfolio, AIM
pays the Sub-adviser sub-advisory and sub-administration fees equal to 40% of
the aggregate fees AIM receives from the High Income Fund and the Portfolio.
Each Fund pays all expenses not assumed by AIM, the Sub-adviser, AIM
Distributors or any other agents. AIM has undertaken to limit the expenses of
the Advisor Class shares of the Government Income Fund and the Strategic Income
Fund (exclusive of brokerage commissions, taxes, interest and extraordinary
expenses) to the maximum annual level of 1.50% of the average daily net assets
of each such Fund's Advisor Class shares. AIM has undertaken to limit the
expenses of the High Income Fund's Advisor Class shares (and such
    
 
                               Prospectus Page 36
<PAGE>
                            AIM GLOBAL INCOME FUNDS
Fund's pro-rata portion of the Portfolio's expenses) to the maximum annual level
of 1.85% of the average daily net assets of such Fund's Advisor Class shares.
 
   
The Sub-adviser also serves as each Fund's pricing and accounting agent. For
these services the Sub-adviser receives a fee at an annual rate derived by
applying 0.03% to the first $5 billion of assets of the AIM/GT Funds and 0.02%
to the assets in excess of $5 billion and allocating the result according to
each Fund's average daily net assets.
    
 
   
AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046, serves as the
investment adviser to the Government Income Fund, the Strategic Income Fund and
the Portfolio pursuant to a master investment advisory agreement, dated as of
May 29, 1998 (the "Advisory Agreement"). AIM was organized in 1976 and, together
with its subsidiaries, manages or advises approximately 90 investment company
portfolios encompassing a broad range of investment objectives. The Sub-adviser,
INVESCO (NY), Inc., 50 California Street, 27th Floor, San Francisco, California
94111, and 1166 Avenue of the Americas, New York, New York 10036, serves as the
sub-adviser to the Government Income Fund, the Strategic Income Fund and the
Portfolio pursuant to an investment sub-advisory agreement dated as of May 29,
1998. Prior to May 29, 1998, the Sub-adviser was known as Chancellor LGT Asset
Management, Inc. On May 29, 1998, Liechtenstein Global Trust AG ("LGT"), the
former indirect parent organization of the Sub-adviser, consummated a purchase
agreement with AMVESCAP PLC pursuant to which AMVESCAP PLC acquired LGT's Asset
Management Division, which included the Sub-adviser and certain other
affiliates. As a result of this transaction, the Sub-adviser is now an indirect
wholly owned subsidiary of AMVESCAP PLC. Prior to the sale, the Sub-adviser and
its worldwide asset management affiliates provided investment management and/or
administrative services to institutional, corporate and individual clients
around the world since 1969.
    
 
AIM and the Sub-adviser and their worldwide asset management affiliates provide
investment management and/or administrative services to institutional, corporate
and individual clients around the world. AIM and the Sub-adviser are both
indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and its
subsidiaries are an independent investment management group that has a
significant presence in the institutional and retail segment of the investment
management industry in North America and Europe, and a growing presence in Asia.
 
   
In addition to the investment resources of their Houston, San Francisco and New
York offices, AIM and the Sub-adviser draw upon the expertise, personnel, data
and systems of other offices, including investment offices in Atlanta, Boston,
Dallas, Denver, Louisville, Miami, Portland (Oregon), Frankfurt, Hong Kong,
London, Singapore, Sydney, Tokyo and Toronto. In managing the Fund and the
Portfolio, the Sub-adviser employs a team approach, taking advantage of its
investment resources around the world in seeking each Fund's investment
objective.
    
 
                               Prospectus Page 37
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
The investment professionals primarily responsible for the portfolio management
of the Government Income Fund, the Strategic Income Fund and the Portfolio are
as follows:
 
   
<TABLE>
<CAPTION>
                             RESPONSIBILITIES FOR                             BUSINESS EXPERIENCE
NAME/OFFICE                        THE FUND                                     PAST FIVE YEARS
- -------------------------  -------------------------  -------------------------------------------------------------------
<S>                        <C>                        <C>
Cheng-Hock Lau             Portfolio Manager since    Chief Investment Officer for Global Fixed Income for the
 New York                   1996 (Government Income    Sub-adviser since October 1996. Senior Portfolio Manager for
                            Fund and Strategic         Global/International Fixed Income for the Sub-adviser from July
                            Income Fund); since 1997   1995 to October 1996. Employed by Chancellor Capital Management,
                            (High Income Portfolio)    Inc. ("Chancellor Capital"), a predecessor of the Sub-adviser,
                                                       from 1995 to October 1996. Senior Vice President and Senior
                                                       Portfolio Manager for Fiduciary Trust Company International from
                                                       1993 to 1995. Vice President at Bankers Trust Company from 1991 to
                                                       1993.
 
David B. Hughes            Portfolio Manager since    Head of Global Fixed Income, North America, for the Sub-adviser
 New York                   1998 (Government Income    since January 1998. Senior Portfolio Manager for
                            Fund)                      Global/International Fixed Income for the Sub-adviser from October
                                                       1996 to December 1997. Employed by Chancellor Capital from July
                                                       1995 to October 1996. Assistant Vice President of Fiduciary Trust
                                                       Company International from 1994 to 1995. Assistant Treasurer at
                                                       the Bankers Trust Company from 1991 to 1994.
 
Craig Munro                Portfolio Manager since    Portfolio Manager for the Sub-adviser since August 1997. Vice
 New York                   1998 (High Income          President and Senior Analyst in the Emerging Markets Group of the
                            Portfolio)                 Global Fixed Income Division of Merrill Lynch Asset Management
                                                       from 1993 to August 1997.
</TABLE>
    
 
                            ------------------------
 
   
In placing orders for the Government Income Fund's, Strategic Income Fund's and
the Portfolio's securities transactions, the Sub-adviser seeks to obtain the
best net results. Consistent with its obligation to obtain the best net results,
the Sub-adviser may consider a broker/dealer's sale of shares of the AIM Funds
as a factor in considering through whom portfolio transactions will be effected.
Brokerage transactions for the Funds and Portfolio may be executed through
affiliates of AIM or the Sub-adviser. High portfolio turnover (over 100%)
involves correspondingly greater brokerage commissions and other transaction
costs that the Funds or the Portfolio will bear directly and could result in the
realization of net capital gains which would be taxable when distributed to
shareholders.
    
 
DISTRIBUTION OF FUND SHARES. AIM Distributors is the distributor of each Fund's
Advisor Class shares. Like the Sub-adviser, AIM Distributors is a wholly owned
subsidiary of AIM. The address of AIM Distributors is P.O. Box 4739, Houston,
Texas 77210-4739.
 
   
The Sub-adviser or an affiliate thereof may make ongoing payments to Financial
Advisors and others that facilitate the administration and servicing of Advisor
Class shareholder accounts.
    
 
The Glass-Steagall Act and other applicable laws, among other things, generally
prohibit federally chartered or supervised banks from engaging in the business
of underwriting or distributing securities. Accordingly, AIM Distributors
intends to engage banks (if at all) only to perform administrative and
shareholder servicing functions. Banks and broker/dealer affiliates of banks
also may execute dealer agreements with AIM Distributors for the purpose of
selling shares of the Funds. If a bank were prohibited from so acting, its
shareholder clients would be permitted to remain shareholders, and alternative
means for continuing the servicing of such shareholders would be sought. It is
not expected that shareholders would suffer any adverse financial consequences
as a result of any of these occurrences.
 
                               Prospectus Page 38
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                               OTHER INFORMATION
 
- --------------------------------------------------------------------------------
 
CONFIRMATIONS AND REPORTS TO SHAREHOLDERS. Each time a transaction is made that
affects a shareholder's account in a Fund, the shareholder will receive from the
Transfer Agent a confirmation statement reflecting the transaction.
Confirmations for transactions effected pursuant to a Fund's automatic dividend
reinvestment program may be provided quarterly. Shortly after the end of each
Fund's fiscal year on October 31 and fiscal half-year on April 30 of each year,
shareholders receive an annual and a semiannual report, respectively. In
addition, the federal income status of distributions made by a Fund to
shareholders are reported after the end of the calendar year on Form 1099-DIV.
Under certain circumstances, duplicate mailings of the foregoing reports to the
same household may be consolidated.
 
   
ORGANIZATION OF THE COMPANY. The Company was organized as a Maryland corporation
on October 27, 1987. Prior to May 29, 1998, the Company operated under the name
G.T. Investment Funds, Inc. From time to time, the Company has established and
may continue to establish other funds, each corresponding to a distinct
investment portfolio and a distinct series of the Company's shares. Shares of
each Fund are entitled to one vote per share (with proportional voting for
fractional shares) and are freely transferable. Shareholders have no preemptive
or conversion rights.
    
 
   
On any matter submitted to a vote of shareholders, shares of a Fund will be
voted by a Fund's shareholders individually when the matter affects the specific
interest of that Fund only, such as approval of its investment management
arrangements. In addition, shares of a particular class of a Fund may vote on
matters affecting only that class. The shares of each fund and of the Company's
other funds will be voted in the aggregate on other matters, such as the
election of Directors and ratification of the Board of Directors' selection of
the Company's independent accountants.
    
 
   
Normally there will be no annual meeting of shareholders in any year, except as
required under the 1940 Act. The Company would be required to hold a
shareholders' meeting in the event that at any time less than a majority of the
Directors holding office had been elected by shareholders. Directors shall
continue to hold office until their successors are elected and have qualified.
Shares of the Company's funds do not have cumulative voting rights, which means
that the holders of a majority of the shares voting for the election of
Directors can elect all the Directors. A Director may be removed upon a majority
vote of the shareholders qualified to vote in the election. Shareholders holding
10% of the Company's outstanding voting shares may call a meeting of
shareholders for the purpose of voting upon the question of removal of any
Director or for any other purpose. The 1940 Act requires the Company to assist
shareholders in calling such a meeting.
    
 
   
Each Fund offers Advisor Class shares through this prospectus to certain
investors. Each Fund also offers Class A shares and Class B shares to investors
through a separate prospectus. Each class of shares will experience different
net asset values and dividends as a result of different expenses borne by each
class of shares. The per share net asset value and dividends of the Advisor
Class shares of a Fund generally will be higher than that of the Class A and B
shares of that Fund because of the higher expenses borne by the Class A and B
shares. Consequently, during comparable periods, the Funds expect that the total
return on an investment in shares of the Advisor Class will be higher than the
total return on Class A or B shares.
    
 
   
Pursuant to the Company's Articles of Incorporation, it may issue six billion
shares. Of this number, 300 million shares have been classified as shares of the
Strategic Income Fund and High Income Fund; 100 million shares of each Fund have
been classified as Class A and Class B shares, respectively. In addition, 500
million shares have been classified as shares of Government Income Fund; 200
million shares have been classified as Class A and Class B shares, respectively.
Moreover, one hundred million shares have been classified as Advisor Class
shares for each Fund. These amounts may be increased from time to time in the
discretion of the Board of Directors. Each share of each Fund represents an
interest in that Fund only, has a par value of $0.0001 per share, represents an
equal proportionate interest in that Fund with other shares of that Fund and is
entitled to such dividends and other distributions out of the income earned and
gain realized on the assets belonging to that Fund as may be declared at the
    
 
                               Prospectus Page 39
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
discretion of the Board of Directors. Each Class A, Class B and Advisor Class
share of each Fund is equal in earnings, assets and voting privileges, except as
noted above, and each class bears the expenses, if any, related to the
distribution of its shares. Shares of each Fund, when issued, are fully paid and
nonassessable.
    
 
   
Shareholders have been asked to vote on the reorganization of the Company into a
Delaware business trust. If approved by shareholders, it is anticipated that the
reorganization would occur prior to October 1, 1998.
    
 
   
ORGANIZATION OF THE PORTFOLIO. The Portfolio is organized as a Delaware business
trust. The Portfolio's Declaration of Trust provides that the High Income Fund
and other entities investing in the Portfolio (E.G., other investment companies,
insurance company separate accounts and common and commingled trust funds), if
any, will each be liable for all obligations of the Portfolio. However, the
Directors of the Company believe that the risk of the High Income Fund incurring
financial loss on account of such liability is limited to circumstances in which
both inadequate insurance existed and the Portfolio itself was unable to meet
its obligations, and that neither the High Income Fund nor its shareholders will
be exposed to a material risk of liability by reason of the High Income Fund's
investing in the Portfolio. Any information received from the Portfolio in the
Portfolio shareholder report will be provided to the High Income Fund's
shareholders.
    
 
   
Under Delaware law, the High Income Fund and other entities investing in the
Portfolio enjoy the same limitations of liability extended to shareholders of
private, for-profit corporations. There is a remote possibility, however, that
under certain circumstances an investor in the Portfolio may be held liable for
the Portfolio's obligations. However, the High Income Portfolio's Declaration of
Trust disclaims shareholder liability for acts or obligations of the Portfolio
and requires that notice of such disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Portfolio or a trustee.
The Declaration of Trust also provides for indemnification from the Portfolio
property for all losses and expenses of any shareholder held personally liable
for the Portfolio's obligations. Thus the risk of an investor incurring
financial loss on account of such liability is limited to circumstances in which
the Portfolio itself would be unable to meet its obligations and where the other
party was held not to be bound by the disclaimer.
    
 
Whenever the High Income Fund is requested to vote on any proposal of the
Portfolio, the High Income Fund will hold a meeting of Fund shareholders and
will cast its vote as instructed by Fund shareholders. Shares for which no
voting instructions are received will be voted in the same proportion as the
shares for which voting instructions are received.
 
SHAREHOLDER INQUIRIES. Shareholder inquiries may be made by calling the Funds
toll free at (800) 223-2138 or by writing to the Funds at 50 California Street,
27th Floor, San Francisco, CA 94111.
 
PERFORMANCE INFORMATION. The Funds, from time to time, may include information
on their investment results and/or comparisons of their investment results to
various unmanaged indices or results of other mutual funds or groups of mutual
funds in advertisements, sales literature or reports furnished to present or
prospective shareholders. Investors should be aware that as of October 22, 1992,
the investment objectives of the Strategic Income Fund were changed from
long-term high capital appreciation, primarily and moderate income, secondarily,
to primarily high current income and secondarily capital appreciation. In
addition, the investment policies and limitations of the Strategic Income Fund
were modified.
 
In such materials, the Funds may quote their average annual total return
("Standardized Return"). Standardized Return is calculated separately for each
class of shares of each Fund. Standardized Return shows percentage rates
reflecting the average annual change in the value of an assumed investment in
the Fund at the end of one-, five- and ten-year periods, reduced by the maximum
applicable sales charge imposed on sales of Fund shares. If a one-, five- and/or
ten-year period has not yet elapsed, data will be provided as of the end of a
shorter period corresponding to the life of a Fund. Standardized Return assumes
reinvestment of all dividends and other distributions.
 
In addition, in order to more completely represent the Funds' performance or
more accurately compare such performance to other measures of investment return,
the Funds also may include in advertisements, sales literature and shareholder
reports other total return performance data ("Non-Standardized Return").
Non-Standardized Return reflects percentage rates of return encompassing all
elements of return (i.e., income and capital appreciation or depreciation); it
assumes reinvestment of all dividends and other distributions. Non-Standardized
Return may be quoted for the same or different periods as those for which
Standardized Return is quoted; it may consist of an aggregate or average annual
percentage rate of return, actual year-by-year rates or any combination
 
                               Prospectus Page 40
<PAGE>
                            AIM GLOBAL INCOME FUNDS
thereof. Non-Standardized Return may or may not take sales charges into account;
performance data calculated without taking the effect of sales charges into
account will be higher than data including the effect of such charges.
 
The Funds also may refer in advertising and promotional materials to their
yield, which will fluctuate over time. A Fund's yield shows the rate of income
that it earns on its investments, expressed as a percentage of the public
offering price of its shares. A Fund calculates yield by determining the
interest income it earned from its portfolio investments for a specified
thirty-day period (net of expenses), dividing such income by the average number
of shares outstanding, and expressing the result as an annualized percentage
based on the public offering price at the end of that thirty-day period. Yield
accounting methods differ from the methods used for other accounting purposes.
Accordingly, a Fund's yield may not equal the dividend income actually paid to
investors or the income reported in its financial statements. Yield is
calculated separately for each class of shares of each Fund.
 
The Funds' performance data reflects past performance and will not necessarily
be indicative of future results. The Funds' investment results will vary from
time to time depending upon market conditions, the composition of their
portfolios and their operating expenses. These factors and possible differences
in calculation methods should be considered when comparing a Fund's investment
results with those published for other investment companies, other investment
vehicles and unmanaged indices. Each Fund's results also should be considered
relative to the risks associated with its investment objectives and policies.
See "Investment Results" in the Statement of Additional Information.
 
Each Fund's annual report contains additional information with respect to its
performance. The annual report is available to investors upon request and free
of charge.
 
   
YEAR 2000 COMPLIANCE PROJECT. In providing services to the Funds, AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely on internal computer
systems as well as external computer systems provided by third parties. Some of
these systems were not originally designed to distinguish between the year 1900
and the year 2000. This inability, if not corrected, could adversely affect the
services AIM, AIM Distributors, the Transfer Agent and the Sub-adviser and
others provide the Funds and their shareholders.
    
 
   
To address this important issue, AIM, AIM Distributors, the Transfer Agent and
the Sub-adviser have undertaken a comprehensive Year 2000 Compliance Project
(the "Project"). The Project consists of four phases: (i) inventorying every
software and hardware system in use at AIM, AIM Distributors, the Transfer Agent
and the Sub-adviser, as well as remote, third-party systems on which AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely; (ii) identifying
those systems that may not function properly after December 31, 1999; (iii)
correcting or replacing those systems that have been so identified; and (iv)
testing the processing of Fund data in all systems. Phase (i) has been
completed; phase (ii) is substantially completed; phase (iii) has commenced; and
phase (iv) is expected to commence during the third quarter of 1998. The Project
is scheduled to be completed by December 31, 1998. Following completion of the
Project, AIM, AIM Distributors and the Sub-adviser will review any systems
subsequently acquired to confirm that they are year 2000 compliant.
    
 
TRANSFER AGENT. Shareholder servicing, reporting and general transfer agent
functions for the Funds are performed by GT Global Investor Services, Inc. The
Transfer Agent is an affiliate of the Sub-adviser and AIM, and maintains its
offices at California Plaza, 2121 N. California Boulevard, Suite 450, Walnut
Creek, CA 94596.
 
CUSTODIAN. State Street Bank and Trust Company, 225 Franklin Street, Boston, MA
02110, is custodian of each Fund's and the Portfolio's assets.
 
COUNSEL. The law firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue,
N.W., Washington, D.C. 20036-1800, acts as counsel to the Company, the Funds and
the Portfolio. Kirkpatrick & Lockhart LLP also acts as counsel to the Sub-
adviser and the Transfer Agent in connection with other matters.
 
   
INDEPENDENT ACCOUNTANTS. The Company's and each Fund's and the Portfolio's
independent accountants are Coopers & Lybrand L.L.P., One Post Office Square,
Boston, MA 02109. Coopers & Lybrand L.L.P. conducts an annual audit of each Fund
and the Portfolio, assist in the preparation of each Fund's and the Portfolio's
federal and state income tax returns and consult with the Company, each Fund and
the Portfolio as to matters of accounting, regulatory filings, and federal and
state income taxation.
    
 
MULTIPLE TRANSLATIONS OF THE PROSPECTUS. This prospectus may be translated into
other languages. In the event of any inconsistency or ambiguity as to the
meaning of any word or phrase contained in a translation, the English text shall
prevail.
 
                               Prospectus Page 41
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                                   APPENDIX A
                          DESCRIPTION OF DEBT RATINGS
 
- --------------------------------------------------------------------------------
 
DESCRIPTION OF BOND RATINGS
    MOODY'S INVESTORS SERVICE, INC. ("Moody's") rates the debt securities issued
by various entities from "Aaa" to "C." Investment grade ratings are the first
four categories:
 
        Aaa -- Bonds which are rated Aaa are judged to be of the best quality.
    They carry the smallest degree of investment risk and are generally referred
    to as "gilt edged." Interest payments are protected by a large or by an
    exceptionally stable margin and principal is secure. While the various
    protective elements are likely to change, such changes as can be visualized
    are most unlikely to impair the fundamentally strong position of such
    issues.
 
        Aa -- Bonds which are rated Aa are judged to be of high quality by all
    standards. Together with the Aaa group they comprise what are generally
    known as high grade bonds. They are rated lower than the best bonds because
    margins of protection may not be as large as in Aaa securities or
    fluctuation of protective elements may be of greater amplitude or there may
    be other elements present which make the long-term risk appear somewhat
    larger than the Aaa securities.
 
        A -- Bonds which are rated A possess many favorable investment
    attributes and are to be considered as upper-medium-grade obligations.
    Factors giving security to principal and interest are considered adequate,
    but elements may be present which suggest a susceptibility to impairment
    some time in the future.
 
        Baa -- Bonds which are rated Baa are considered as medium-grade
    obligations, (i.e., they are neither highly protected nor poorly secured).
    Interest payments and principal security appear adequate for the present but
    certain protective elements may be lacking or may be characteristically
    unreliable over any great length of time. Such bonds lack outstanding
    investment characteristics and in fact have speculative characteristics as
    well.
 
        Ba -- Bonds which are rated Ba are judged to have speculative elements;
    their future cannot be considered as well-assured. Often the protection of
    interest and principal payments may be very moderate, and thereby not well
    safeguarded during both good and bad times over the future. Uncertainty of
    position characterizes bonds in this class.
 
        B -- Bonds which are rated B generally lack characteristics of the
    desirable investment. Assurance of interest and principal payments or of
    maintenance of other terms of the contract over any long period of time may
    be small.
 
        Caa -- Bonds which are rated Caa are of poor standing. Such issues may
    be in default or there may be present elements of danger with respect to
    principal or interest.
 
        Ca -- Bonds which are rated Ca represent obligations which are
    speculative in a high degree. Such issues are often in default or have other
    marked shortcomings.
 
        C -- Bonds which are rated C are the lowest rated class of bonds, and
    issues so rated can be regarded as having extremely poor prospects of ever
    attaining any real investment standing.
 
ABSENCE OF RATING: Where no rating has been assigned or where a rating has been
suspended or withdrawn, it may be for reasons unrelated to the quality of the
issue.
 
Should no rating be assigned, the reason may be one of the following:
 
    1.  An application for rating was not received or accepted.
 
    2.  The issue or issuer belongs to a group of securities or companies that
are not rated as a matter of policy.
 
    3.  There is a lack of essential data pertaining to the issue or issuer.
 
    4.  The issue was privately placed, in which case the rating is not
published in Moody's publications.
 
                               Prospectus Page 42
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
Suspension or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable up-to-date data to permit a judgment to be formed; if a bond is
called for redemption; or for other reasons.
 
Note: Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa to Caa. The modifier 1 indicates that the Company ranks
in the higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates that the Company ranks in the
lower end of its generic rating category.
 
    STANDARD & POOR'S, a division of The McGraw-Hill Companies, Inc. ("S&P"),
rates the securities debt of various entities in categories ranging from "AAA"
to "D" according to quality. Investment grade ratings are the first four
categories:
 
        AAA -- An obligation rated "AAA" has the highest rating assigned by S&P.
    The obligor's capacity to meet its financial commitment on the obligation is
    extremely strong.
 
        AA -- An obligation rated "AA" differs from the highest rated
    obligations only in a small degree. The obligor's capacity to meet its
    financial commitment on the obligation is very strong.
 
        A -- An obligation rated "A" is somewhat more susceptible to the adverse
    effects of changes in circumstances and economic conditions than obligations
    in higher rated categories.
 
        BBB -- An obligation rated "BBB" exhibits adequate protection
    parameters. However, adverse economic conditions or changing circumstances
    are more likely to lead to a weakened capacity of the obligor to meet its
    financial commitment on the obligation.
 
        BB, B, CCC, CC, C -- Obligations rated "BB," "B," "CCC," "CC," and "C"
    are regarded as having significant speculative characteristics. "BB"
    indicates the least degree of speculation and "C" the highest. While such
    obligations will likely have some quality and protective characteristics,
    these may be outweighed by large uncertainties or major exposures to adverse
    conditions.
 
        BB -- An obligation rated "BB" is less vulnerable to nonpayment than
    other speculative issues. However, it faces major ongoing uncertainties or
    exposure to adverse business, financial, or economic conditions which could
    lead to the obligor's inadequate capacity to meet its financial commitment
    on the obligation.
 
        B -- An obligation rated "B" is more vulnerable to nonpayment than
    obligations rated "BB," but the obligor currently has the capacity to meet
    its financial commitment on the obligation. Adverse business, financial, or
    economic conditions will likely impair the obligor's capacity or willingness
    to meet its financial commitment on the obligation.
 
        CCC -- An obligation rated "CCC" is currently vulnerable to nonpayment,
    and is dependent upon favorable business, financial, and economic conditions
    for the obligor to meet its financial commitment on the obligation. In the
    event of adverse business, financial, or economic conditions, the obligor is
    not likely to have the capacity to meet its financial commitment on the
    obligation.
 
        CC -- An obligation rated "CC" is currently highly vulnerable to
    nonpayment.
 
        C -- The "C" rating may be used to cover a situation where a bankruptcy
    petition has been filed or similar action has been taken, but payments on
    this obligation are being continued.
 
        D -- An obligation rated "D" is in payment default. The "D" rating
    category is used when payments on an obligation are not made on the date due
    even if the applicable grace period has not expired, unless S&P believes
    that such payments will be made during such grace period. The "D" rating
    also will be used upon the filing of a bankruptcy petition or the taking of
    a similar action if payments on an obligation are jeopardized.
 
PLUS (+) OR MINUS (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
 
NR: Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.
 
                               Prospectus Page 43
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
DESCRIPTION OF COMMERCIAL PAPER RATINGS
 
    MOODY'S employs the designation "Prime-1" to indicate commercial paper
having a superior ability for repayment of senior short-term debt obligations.
Prime-1 repayment ability will often be evidenced by many of the following
characteristics: leading market positions in well-established industries; high
rates of return on funds employed; conservative capitalization structure with
moderate reliance on debt and ample asset protection; broad margins in earnings
coverage of fixed financial charges and high internal cash generation; and
well-established access to a range of financial markets and assured sources of
alternate liquidity. Issues rated Prime-2 have a strong ability for repayment of
senior short-term debt obligations. This normally will be evidenced by many of
the characteristics cited above but to a lesser degree. Earnings trends and
coverage ratios, while sound, may be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.
 
    S&P ratings of commercial paper are graded into several categories ranging
from "A1" for the highest quality obligations to "D" for the lowest. Issues in
the "A" category are delineated with numbers 1, 2, and 3 to indicate the
relative degree of safety. A-1 -- This highest category indicates that the
degree of safety regarding timely payment is strong. Those issues determined to
possess extremely strong safety characteristics will be denoted with a plus sign
(+) designation. A-2 -- Capacity for timely payments on issues with this
designation is satisfactory; however, the relative degree of safety is not as
high as for issues designated "A-1."
 
                               Prospectus Page 44
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW, INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF INVESTING IN RELATED INDUSTRIES, PLEASE CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
                                     [LOGO]
 
  NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
  ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
  PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
  NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A I M ADVISORS, INC.,
  INVESCO (NY), INC., AIM INVESTMENT FUNDS, INC., AIM GLOBAL GOVERNMENT INCOME
  FUND, AIM STRATEGIC INCOME FUND, AIM GLOBAL HIGH INCOME FUND, GLOBAL HIGH
  INCOME PORTFOLIO, OR A I M DISTRIBUTORS, INC. THIS PROSPECTUS DOES NOT
  CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF ANY OFFER TO BUY ANY OF THE
  SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
  UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
    
 
   
                                                                       GIN-PRO-2
    
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND:
                                 ADVISOR CLASS
    
                           PROSPECTUS -- JUNE 1, 1998
- --------------------------------------------------------------------------------
 
   
AIM GLOBAL GROWTH & INCOME FUND ("FUND") seeks long-term capital appreciation
together with current income. The Fund invests in a global portfolio of both
equity and debt securities, in such relative proportions as deemed most
appropriate by the Fund's investment sub-adviser, INVESCO (NY), Inc. (the
"Sub-adviser"), in view of then-current economic and market conditions. There
can be no assurance that the Fund will achieve its investment objective.
    
 
The Fund is managed by A I M Advisors, Inc. ("AIM") and is sub-advised and
sub-administered by the Sub-adviser. AIM and the Sub-adviser and their worldwide
asset management affiliates provide investment management and/or administrative
services to institutional, corporate and individual clients around the world.
AIM and the Sub-adviser are both indirect wholly owned subsidiaries of AMVESCAP
PLC. AMVESCAP PLC and its subsidiaries are an independent investment management
group that has a significant presence in the institutional and retail segment of
the investment management industry in North America and Europe, and a growing
presence in Asia.
 
Shares offered by this Prospectus are available for purchase only by certain
investors and are offered at net asset value without the imposition of a front-
end or contingent deferred sales charge or Rule 12b-1 fees.
 
   
This Prospectus sets forth concisely information an investor should know before
investing and should be read carefully and retained for future reference. A
Statement of Additional Information, dated June 1, 1998, has been filed with the
Securities and Exchange Commission ("SEC") and, as supplemented or amended from
time to time, is incorporated herein by reference. The Statement of Additional
Information is available without charge by writing to the Fund at 50 California
Street, 27th Floor, San Francisco, CA 94111, or by calling (800) 347-4246. It is
also available, along with other related materials, on the SEC's Internet web
site (http://www.sec.gov).
    
 
FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED BY,
ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
 
An investment in the Fund offers the following advantages:
 
   
/ / Automatic Dividend and Other Distribution Reinvestment
    
 
   
/ / Exchange Privileges with the Advisor Class of the Other AIM/GT Funds
    
 
   
FOR FURTHER INFORMATION, CALL
(800) 824-1580 OR CONTACT YOUR FINANCIAL ADVISER.
    
 
                                     [LOGO]
 
- --------------------------------------------------------------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
 AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
   PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.      ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                               Prospectus Page 1
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
 
                               TABLE OF CONTENTS
- ------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                              Page
                                                                                            ---------
<S>                                                                                         <C>
Prospectus Summary........................................................................          3
Financial Highlights......................................................................          6
Investment Objective and Policies.........................................................          8
How to Invest.............................................................................         12
How to Make Exchanges.....................................................................         14
How to Redeem Shares......................................................................         15
Shareholder Account Manual................................................................         17
Calculation of Net Asset Value............................................................         18
Dividends, Other Distributions and Federal Income Taxation................................         18
Management................................................................................         20
Other Information.........................................................................         22
</TABLE>
    
 
                               Prospectus Page 2
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
 
                               PROSPECTUS SUMMARY
- ------------------------------------------------------------
The following summary is qualified in its entirety by the more detailed
information appearing in the body of this Prospectus. Cross-references in the
summary are to headings in the body of this Prospectus.
 
   
<TABLE>
<S>                            <C>                                               <C>
The Fund:                      The Fund is a non-diversified series of AIM Investment Funds, Inc., (the "Company").
Investment Objective:          The Fund seeks long-term capital appreciation together with current income.
Principal Investments:         The Fund invests primarily in blue-chip equity securities and high quality government bonds of
                               issuers located in the United States and throughout the world.
Principal Risk Factors:        There is no assurance that the Fund will achieve its investment objective. The Fund's net asset value
                               will fluctuate, reflecting fluctuations in the market value of its portfolio holdings. The value of
                               debt securities held by the Fund generally fluctuates inversely with interest rate movements. Cer-
                               tain investment grade debt securities may possess speculative qualities.
                               The Fund may invest in foreign securities. Investments in foreign securities involve risks relating
                               to political and economic developments abroad and the differences between the regulations to which
                               U.S. and foreign issuers are subject. Individual foreign economies also may differ favorably or
                               unfavorably from the U.S. economy. Changes in foreign currency exchange rates will affect the Fund's
                               net asset value, earnings and gains and losses realized on sales of securities. Securities of foreign
                               companies may be less liquid and their prices more volatile than those of securities of comparable
                               U.S. companies.
                               The Fund may engage in certain foreign currency, options and futures transactions to attempt to hedge
                               against the overall level of investment and currency risk associated with its present or planned
                               investments. Such transactions involve certain risks and transaction costs.
                               See "Investment Objective and Policies."
Investment Managers:           AIM and the Sub-adviser and their worldwide asset management affiliates provide investment management
                               and/or administrative services to institutional, corporate and individual clients around the world.
                               AIM and the Sub-adviser are both indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and
                               its subsidiaries are an independent investment management group that has a significant presence in
                               the institutional and retail segment of the investment management industry in North America and
                               Europe, and a growing presence in Asia. AIM was organized in 1976 and, together with its affiliates,
                               currently advises approximately 90 investment company portfolios. AIM advises the Fund and investment
                               company Portfolios which are sub-advised by the Sub-adviser ("AIM/GT Funds"). On May 29, 1998,
                               AMVESCAP PLC acquired the Asset Management Division of Liechtenstein Global Trust AG, which included
                               the Sub-adviser and certain other affiliates. AIM also serves as the investment adviser to other
                               mutual funds, which are not sub-advised by the Sub-adviser, that are part of The AIM Family of
                               Funds-Registered Trademark- ("The AIM Family of Funds," and together with the AIM/GT Funds, the "AIM
                               Funds").
</TABLE>
    
 
                               Prospectus Page 3
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
   
<TABLE>
<S>                            <C>                                               <C>
Advisor Class Shares:          Advisor Class shares are offered through this Prospectus to (a) trustees or other fiduciaries
                               purchasing shares for employee benefit plans that are sponsored by organizations that have at least
                               1,000 employees; (b) any account with assets of at least $10,000 if (i) a financial planner, trust
                               company, bank trust department or registered investment adviser has investment discretion over such
                               account, and (ii) the account holder pays such person as compensation for its advice and other
                               services an annual fee of at least 0.50% on the assets in the account; (c) any account with assets of
                               a least $10,000 if (i) such account is established under a "wrap fee" program, and (ii) the account
                               holder pays the sponsor of such program an annual fee of at least 0.50% on the assets in the account;
                               (d) accounts advised by INVESCO (NY), Inc. or one of the companies formerly affiliated with
                               Liechtenstein Global Trust AG, provided such accounts were invested in Advisor Class shares of any of
                               the AIM/GT Funds on June 1, 1998; and (e) any of the companies composing or affiliated with AMVESCAP
                               PLC.
Shares Available Through:      Advisor Class shares are available through Financial Advisers (as defined herein) that have entered
                               into agreements with the Fund's distributor, A I M Distributors, Inc. ("AIM Distributors") or certain
                               of its affiliates. See "How to Invest" and "Shareholder Account Manual."
Exchange Privileges:           Advisor Class shares may be exchanged for Advisor Class shares of other AIM/GT Funds. See "How to
                               Make Exchanges" and "Shareholder Account Manual."
Redemptions:                   Shares may be redeemed through the Fund's Transfer Agent. See "How to Redeem Shares" and "Shareholder
                               Account Manual."
Dividends and Other            Dividends are paid quarterly from net investment income; other distributions are paid annually from
  Distributions:               net short-term capital gain, net capital gain and net gains from foreign currency transactions, if
                               any.
Reinvestment:                  Dividends and other distributions may be reinvested automatically in Advisor Class shares of the Fund
                               or in Advisor Class shares of other AIM/GT Funds.
</TABLE>
    
 
   
THE AIM FAMILY OF FUNDS, THE AIM FAMILY OF FUNDS AND DESIGN (I.E., THE AIM
LOGO), AIM AND DESIGN, AIM, AIM LINK, AIM INSTITUTIONAL FUNDS, AIMFUNDS.COM, LA
FAMILIA AIM DE FONDOS AND LA FAMILIA AIM DE FONDOS AND DESIGN ARE REGISTERED
SERVICE MARKS AND INVEST WITH DISCIPLINE AND AIM BANK CONNECTION ARE SERVICE
MARKS OF A I M MANAGEMENT GROUP INC.
    
 
                               Prospectus Page 4
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
 
SUMMARY OF INVESTOR COSTS. The expenses and maximum transactions costs
associated with investing in the Advisor Class shares of the Fund are reflected
in the following tables (1):
 
<TABLE>
<CAPTION>
                                                                                                            ADVISOR CLASS
                                                                                                           ---------------
<S>                                                                                                        <C>
SHAREHOLDER TRANSACTION COSTS:
  Maximum sales charge on purchases of shares (as a % of offering price).................................          None
  Sales charges on reinvested distributions to shareholders..............................................          None
  Maximum deferred sales charge (as a % of net asset value at time of purchase or sale, whichever is
    less)................................................................................................          None
  Redemption charges.....................................................................................          None
  Exchange Fees..........................................................................................          None
ANNUAL FUND OPERATING EXPENSES (2):
  (AS A % OF AVERAGE NET ASSETS)
  Investment management and administration fees..........................................................         0.97%
  12b-1 distribution and service fees....................................................................          None
  Other expenses.........................................................................................         0.32%
                                                                                                                -------
Total Fund Operating Expenses............................................................................         1.29%
                                                                                                                -------
                                                                                                                -------
</TABLE>
 
   
HYPOTHETICAL EXAMPLE OF EFFECT OF EXPENSES (3):
    
 
An investor would have directly or indirectly paid the following expenses at the
end of the periods shown on a $1,000 investment in the Fund, assuming a 5%
annual return:
 
<TABLE>
<CAPTION>
                                                                                           ONE    THREE   FIVE     TEN
                                                                                           YEAR   YEARS   YEARS   YEARS
                                                                                           ----   -----   -----   -----
<S>                                                                                        <C>    <C>     <C>     <C>
Advisor Class Shares.....................................................................  $13     $41    $ 71    $156
</TABLE>
 
- --------------
   
(1) THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
    COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN THE FUND.
    
 
(2) Expenses are based on the Fund's fiscal year ended October 31, 1997. "Other
    expenses" include custody, transfer agent, legal, audit and other operating
    expenses. See "Management" herein and the Statement of Additional
    Information for more information. Investors purchasing Advisor Class shares
    through financial planners, trust companies, bank trust departments or
    registered investment advisers, or under a "wrap fee" program, will be
    subject to additional fees charged by such entities or by the sponsors of
    such programs. Where any account advised by one of the companies composing
    or affiliated with AMVESCAP PLC invests in Advisor Class shares of the Fund,
    such account shall not be subject to duplicative advisory fees.
 
   
(3) THE "HYPOTHETICAL EXAMPLE" IS NOT A REPRESENTATION OF PAST OR FUTURE
    EXPENSES. THE FUND'S ACTUAL EXPENSES, AND AN INVESTOR'S DIRECT AND INDIRECT
    EXPENSES, MAY BE MORE OR LESS THAN THOSE SHOWN. The tables and the
    assumption in the Hypothetical Example of a 5% annual return are required by
    regulation of the SEC applicable to all mutual funds. The 5% annual return
    is not a prediction of and does not represent the Fund's projected or actual
    performance.
    
 
                               Prospectus Page 5
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
 
   
The tables below provide condensed financial information concerning income and
capital changes for one Class A and Advisor Class share of the Fund. This
information is supplemented by the financial statements and accompanying notes
appearing in the Statement of Additional Information. The financial statements
and notes for the fiscal year ended October 31, 1997 have been audited by
Coopers & Lybrand L.L.P., independent accountants, whose report thereon also is
included in the Statement of Additional Information.
    
 
   
                        AIM GLOBAL GROWTH & INCOME FUND
                   (FORMERLY GT GLOBAL GROWTH & INCOME FUND)
    
 
<TABLE>
<CAPTION>
                                                              CLASS A+
                                --------------------------------------------------------------------
                                                        YEAR ENDED OCT. 31,
                                --------------------------------------------------------------------
                                 1997(A)      1996        1995        1994       1993(A)      1992
                                ---------   ---------   ---------   ---------   ---------   --------
<S>                             <C>         <C>         <C>         <C>         <C>         <C>
Per Share Operating
 Performance:
Net asset value, beginning of
 period.......................  $    7.11   $    6.35   $    6.21   $    6.29   $    5.28   $   5.25
                                ---------   ---------   ---------   ---------   ---------   --------
Income from investment
 operations:
  Net investment income.......       0.21        0.22        0.24        0.22        0.24*      0.21*
  Net realized and unrealized
   gain (loss) on
   investments................       1.12        0.82        0.13      (0.03)        1.05       0.10
                                ---------   ---------   ---------   ---------   ---------   --------
    Net increase (decrease)
     from investment
     operations...............       1.33        1.04        0.37        0.19        1.29       0.31
                                ---------   ---------   ---------   ---------   ---------   --------
Distributions:
  From net investment
   income.....................     (0.21)      (0.24)      (0.22)      (0.21)      (0.24)     (0.14)
  From net realized gain on
   investments................     (0.02)      (0.04)      (0.01)      (0.06)          --     (0.14)
  From sources other than net
   investment income..........         --          --          --          --      (0.04)         --
                                ---------   ---------   ---------   ---------   ---------   --------
    Total distributions.......     (0.23)      (0.28)      (0.23)      (0.27)      (0.28)     (0.28)
                                ---------   ---------   ---------   ---------   ---------   --------
Net asset value, end of
 period.......................  $    8.21   $    7.11   $    6.35   $    6.21   $    6.29   $   5.28
                                ---------   ---------   ---------   ---------   ---------   --------
                                ---------   ---------   ---------   ---------   ---------   --------
Total investment return (e)...     19.01%      16.80%       6.27%       3.14%       25.1%       5.9%
                                ---------   ---------   ---------   ---------   ---------   --------
                                ---------   ---------   ---------   ---------   ---------   --------
Ratios and supplemental data:
Net assets, end of period (in
 000's).......................  $ 292,528   $ 286,203   $ 284,069   $ 317,847   $ 251,428   $ 27,754
Ratio of net investment income
 to average net assets........      2.74%       3.17%       3.85%       3.30%        3.3%*      4.1%*
Ratio of expenses to average
 net assets:
  With expense reductions.....      1.50%       1.59%       1.70%       1.67%        1.8%*      1.9%*
  Without expense
   reductions.................      1.64%       1.66%       1.74%         N/A         N/A        N/A
Portfolio turnover rate +++...        50%         39%         83%        117%         24%        53%
Average commission rate per
 share paid on portfolio
 transactions +++.............  $  0.0151   $  0.0139         N/A         N/A         N/A        N/A
<FN>
- ------------------
 
+    All capital shares issued and outstanding as of October 21, 1992 were
     reclassified as Class A shares.
 
+++  Portfolio turnover and average commission rates are calculated on the basis
     of the Fund as a whole without distinguishing between the classes of shares
     issued.
 
*    Includes reimbursement by the Sub-adviser of Fund operating expenses of
     $0.005, $0.02, $0.03 and $0.01 for the years ended October 31, 1993, 1992,
     1991 and for the period from September 25, 1990 to October 31, 1990,
     respectively. Without such reimbursements, the expense ratios would have
     been 1.93%, 2.20%, 2.46% and 2.40% and the net investment income to average
     net assets would have been 3.20%, 3.70%, 4.40% and 1.04% for the years
     ended October 31, 1993, 1992, 1991 and for the period from September 25,
     1990 to October 31, 1990, respectively.
 
**   Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 
(a)  These selected per share data were calculated based upon average shares
     outstanding during the year.
 
(b)  Not annualized.
</TABLE>
 
                               Prospectus Page 6
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
<TABLE>
<S>  <C>
(c)  Annualized.
 
(e)  Total investment return does not include sales charges.
 
N/A  Not Applicable.
</TABLE>
 
<TABLE>
<CAPTION>
                                        CLASS A+                     ADVISOR CLASS**
                                ------------------------   ------------------------------------
                                             SEPT. 25,
                                               1990
                                           (COMMENCEMENT                              JUNE 1,
                                  YEAR          OF               YEAR ENDED            1995
                                 ENDED      OPERATIONS)           OCT. 31,              TO
                                OCT. 31,        TO         ----------------------    OCT. 31,
                                  1991     OCT. 31, 1990   1997(A)       1996          1995
                                --------   -------------   --------   -----------   -----------
<S>                             <C>        <C>             <C>        <C>           <C>
Per Share Operating
 Performance:
Net asset value, beginning of
 period.......................  $  4.77       $ 4.76       $   7.10     $    6.35     $    6.24
</TABLE>
 
                               Prospectus Page 7
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
<TABLE>
<S>                             <C>        <C>             <C>        <C>           <C>
                                --------   -------------   --------   -----------   -----------
Income from investment
 operations:
  Net investment income.......     0.27*        0.01*          0.23          0.23          0.11
  Net realized and unrealized
   gain (loss) on
   investments................     0.47           --           1.13          0.82          0.13
                                --------   -------------   --------   -----------   -----------
    Net increase (decrease)
     from investment
     operations...............     0.74         0.01           1.36          1.05          0.24
                                --------   -------------   --------   -----------   -----------
Distributions:
  From net investment
   income.....................   (0.26)           --         (0.24)        (0.26)        (0.13)
  From net realized gain on
   investments................       --           --         (0.02)        (0.04)            --
  From sources other than net
   investment income..........       --           --             --            --            --
                                --------   -------------   --------   -----------   -----------
    Total distributions.......   (0.26)           --         (0.26)        (0.30)        (0.13)
                                --------   -------------   --------   -----------   -----------
Net asset value, end of
 period.......................  $  5.25       $ 4.77       $   8.20     $    7.10     $    6.35
                                --------   -------------   --------   -----------   -----------
                                --------   -------------   --------   -----------   -----------
Total investment return (e)...   15.68%         0.2%(b)      19.23%        17.19%         3.83%(b)
                                --------   -------------   --------   -----------   -----------
                                --------   -------------   --------   -----------   -----------
Ratios and supplemental data:
Net assets, end of period (in
 000's).......................  $71,376       $9,486       $  3,057     $   3,085           944
Ratio of net investment income
 to average net assets........     5.0%*        2.9%*(c)      3.09%         3.52%         4.20%(c)
Ratio of expenses to average
 net assets:
  With expense reductions.....     1.9%*        0.6%*(c)      1.15%         1.24%         1.35%(c)
  Without expense reductions
   and reimbursements.........      N/A          N/A          1.29%         1.31%         1.39%(c)
Portfolio turnover rate +++...      46%         None            50%           39%           83%
Average commission rate per
 share paid on portfolio
 transactions +++.............      N/A          N/A       $ 0.0151     $  0.0139           N/A
<FN>
- ------------------
+++  Portfolio turnover and average commission rates are calculated on the basis
     of the Fund as a whole without distinguishing between the classes of shares
     issued.
*    Includes reimbursement by the Sub-adviser of Fund operating expenses of
     $0.005, $0.02, $0.03 and $0.01 for the years ended October 31, 1993, 1992,
     1991 and for the period from September 25, 1990 to October 31, 1990,
     respectively. Without such reimbursements, the expense ratios would have
     been 1.93%, 2.20%, 2.46% and 2.40% and the net investment income to average
     net assets would have been 3.20%, 3.70%, 4.40% and 1.04% for the years
     ended October 31, 1993, 1992, 1991 and for the period from September 25,
     1990 to October 31, 1990, respectively.
**   Commencing June 1, 1995, the Fund began offering Advisor Class shares.
(a)  These selected per share data were calculated based upon average shares
     outstanding during the year.
(b)  Not annualized.
(c)  Annualized.
(e)  Total investment return does not include sales charges.
N/A  Not Applicable.
</TABLE>
 
                            ------------------------
 
<TABLE>
<CAPTION>
                                                                                 AVERAGE MONTHLY
                                                                                    NUMBER OF
                                                              AVERAGE MONTHLY      REGISTRANT'S
                                                              AMOUNT OF DEBT          SHARES         AVERAGE AMOUNT
                                           AMOUNT OF DEBT       OUTSTANDING        OUTSTANDING         OF DEBT PER
                                           OUTSTANDING AT       DURING THE          DURING THE        SHARE DURING
YEAR ENDED                                  END OF PERIOD         PERIOD              PERIOD           THE PERIOD
- ----------------------------------------  -----------------  -----------------  ------------------  -----------------
<S>                                       <C>                <C>                <C>                 <C>
October 31, 1997........................         --              $  77,178           92,456,411         $  0.0008
</TABLE>
 
                               Prospectus Page 8
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
 
                              INVESTMENT OBJECTIVE
                                  AND POLICIES
 
- --------------------------------------------------------------------------------
 
The Fund's investment objective is long-term capital appreciation together with
current income. The Fund seeks its objective by investing in a global portfolio
of both equity and debt securities, allocated among diverse international
markets. There is no assurance that the Fund's investment objective will be
achieved.
 
At least 65% of the Fund's total assets normally will be invested in a
combination of blue-chip equity securities and high quality government bonds.
The Fund considers an equity security to be "blue chip" if: (i) during the
issuer's most recent fiscal year the security offered an above average dividend
yield relative to the latest reported dividend yield on the Morgan Stanley
Capital International World Index; AND (ii) the total equity market
capitalization of the issuer is at least $1 billion. Government bonds are deemed
to be high quality if at the time of the Fund's investment they are rated within
one of the two highest ratings categories of Moody's Investors Service, Inc.
("Moody's") or by Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. ("S&P"), or, if not rated, are deemed to be of equivalent quality in the
judgment of the Sub-adviser.
 
Up to 35% of the Fund's total assets may be invested in other equity securities
and investment grade government and corporate debt obligations which the
Sub-adviser believes will assist the Fund in achieving its objective.
"Investment grade" debt securities are those rated within one of the four
highest ratings categories of Moody's or S&P, or, if not rated, deemed to be of
equivalent quality in the judgment of the Sub-adviser.
 
Equity securities that the Fund may purchase include common stocks, preferred
stocks and warrants to acquire such stocks and other equity securities.
Government bonds that the Fund may purchase include debt obligations issued or
guaranteed by the United States or foreign governments (including foreign
states, provinces or municipalities) or their agencies, authorities or
instrumentalities and debt obligations of supranational entities organized or
supported by several national governments, such as the World Bank and the Asian
Development Bank. The debt obligations held by the Fund may include debt
obligations convertible into equity securities or having attached warrants or
rights to purchase equity securities. The Fund may purchase securities that are
issued by the government or a corporation or financial institution of one nation
but denominated in the currency of another nation (or a multinational currency
unit).
 
According to the Sub-adviser, as of the date of this Prospectus, more than 50%
of the total equity market capitalization worldwide is represented by non-U.S.
equity securities, and more than 50% of the value of all outstanding government
debt obligations throughout the world is represented by obligations denominated
in currencies other than the U.S. dollar. Moreover, from time to time the equity
and debt securities of issuers located outside the United States have
substantially outperformed the equity and debt securities of U.S. issuers.
Accordingly, the Sub-adviser believes that the Fund's policy of investing in a
global portfolio of equity and debt securities may enable the achievement of
long-term results superior to those produced by mutual funds with similar
objectives to that of the Fund that invest solely in U.S. equity and debt
securities.
 
SELECTION OF INVESTMENTS AND ASSET ALLOCATION. Consistent with the Fund's
investment objective, the Sub-adviser employs a conservative investment style in
managing the Fund's assets. In so doing the Sub-adviser attempts to limit
volatility and risk to capital. The Sub-adviser allocates the Fund's assets
among securities of countries and in currency denominations where opportunities
for meeting the Fund's investment objective are expected to be the most
attractive. The Sub-adviser attempts to identify those countries and industries
where economic and political factors are likely to produce above-average growth
rates and to further identify companies in such countries and industries that
are best positioned and managed to benefit from these factors.
 
The Fund currently contemplates that it will invest principally in securities of
issuers in the United States, Canada, Japan, Western Europe, New Zealand and
Australia. The Fund may invest substantially in securities denominated in one or
more currencies. Under normal conditions, the Fund invests in issuers of not
less than three different countries and issuers of any one country,
 
                               Prospectus Page 8
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
other than the United States, will represent no more than 40% of the Fund's
total assets.
 
The relative proportions of equity and debt securities held by the Fund at any
one time will vary, depending upon the Sub-adviser's assessment of global
political and economic conditions and the relative strengths and weaknesses of
the world equity and debt markets. To enable the Fund to respond to general
economic changes and market conditions around the world, the Fund is authorized
to invest up to 100% of its total assets in either equity securities or debt
securities.
 
In selecting equity securities for investment, the Sub-adviser attempts to
identify and acquire only securities it deems to represent high or improving
investment quality. Securities representing high investment quality generally
will include those of well-known, established and successful issuers that the
Sub-adviser believes will continue to be successful in the future. Securities
representing improving investment quality may include those of an issuer that
has improved its sales or earnings or of an issuer the balance sheet and
financial condition of which is improving. The Sub-adviser seeks to avoid
investing in equity securities that appear overly speculative or risky, even if
they have attractive features or investment potential.
 
In evaluating debt securities considered for the Fund, the Sub-adviser analyzes
their yield, maturity, issue classification and quality characteristics, coupled
with expectations regarding local and world economies, movements in the general
level and term of interest rates, currency values, political developments, and
variations in the supply of funds available for investment in the world bond
market relative to the demands placed upon it. There are no limitations on the
maximum or minimum maturities of the debt securities considered by the Fund or
on the average weighted maturity of the debt portion of the Fund's portfolio.
Should the rating of a debt security be revised while such security is owned by
the Fund, the Sub-adviser will evaluate what action, if any, is appropriate with
respect to such security.
 
The Sub-adviser generally evaluates currencies on the basis of fundamental
economic criteria (e.g., relative inflation and interest rate levels and trends,
growth rate forecasts, balance of payments status and economic policies) as well
as technical and political data. The Fund may seek to protect itself against
negative currency movements by engaging in hedging techniques through the use of
options, futures and forward currency contracts.
 
   
TEMPORARY DEFENSIVE STRATEGIES. In the interest of preserving shareholders'
capital, the Sub-adviser may employ a temporary defensive investment strategy if
it determines such a strategy to be warranted due to market, economic or
political conditions. Under a defensive strategy, the Fund may hold cash (U.S.
dollars, foreign currencies or multinational currency units) and/or invest any
portion or all of its assets in high quality money market instruments of U.S. or
foreign issuers. In addition, for temporary defensive purposes, most or all of
the Fund's investments may be made in the United States and denominated in U.S.
dollars. To the extent the Fund adopts a temporary defensive posture, it will
not be invested so as to directly achieve its investment objective. In addition,
pending investment of proceeds from new sales of Fund shares or in order to meet
ordinary daily cash needs, the Fund may hold cash (U.S. dollars, foreign
currencies or multinational currency units) and may invest in foreign or
domestic high quality money market instruments. For a full description of money
market instruments, see "Money Market Instruments" in the Investment Objectives
and Policies section of the Statement of Additional Information.
    
 
BORROWING, REVERSE REPURCHASE AGREEMENTS AND ROLL TRANSACTIONS. The Fund may
borrow from banks or may borrow through reverse repurchase agreements and "roll"
transactions in connection with meeting requests for the redemption of Fund
shares. The Fund also may borrow up to 5% of its total assets for temporary or
emergency purposes other than to meet redemptions. The Fund may borrow up to
33 1/3% of its total assets. However, the Fund will not purchase securities
while borrowings in excess of 5% of the Fund's total assets are outstanding. Any
borrowing by the Fund may cause greater fluctuation in the value of its shares
than would be the case if the Fund did not borrow.
 
A reverse repurchase agreement is a borrowing transaction in which the Fund
transfers possession of a security to another party, such as a bank or
broker/dealer, in return for cash, and agrees to repurchase the security in the
future at an agreed upon price which includes an interest component. A "roll"
borrowing transaction involves the Fund's sale of securities together with its
commitment (for which the Fund may receive a fee) to purchase similar, but not
identical, securities at a future date.
 
SECURITIES LENDING. The Fund may lend its portfolio securities to broker/dealers
or to other institutional investors. Securities lending allows the Fund to
retain ownership of the securities loaned
 
                               Prospectus Page 9
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
and, at the same time, enhances the Fund's total return. The Fund limits its
loans of portfolio securities to an aggregate of 30% of the value of its total
assets, measured at the time any such loan is made. While a loan is outstanding
the borrower must maintain with the Fund's custodian collateral consisting of
cash, U.S. government securities or certain irrevocable letters of credit equal
to at least 100% of the value of the borrowed securities, plus any accrued
interest or such other collateral as permitted by the Fund's investment program
and regulatory agencies, and as approved by the Board. The risks in lending
portfolio securities, as with other extensions of secured credit, consist of
possible delays in receiving additional collateral or in recovery of the
securities and possible loss of rights in the collateral should the borrower
fail financially.
 
FOREIGN INVESTING. Investing in foreign securities entails certain risks. The
securities of non-U.S. issuers generally will not be registered with, nor the
issuers thereof be subject to the reporting requirements of the SEC.
Accordingly, there may be less publicly available information about foreign
securities and issuers than is available about domestic securities and issuers.
Foreign companies generally are not subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to domestic companies. In addition, certain costs attributable to
foreign investing, such as custody charges, are higher than those attributable
to domestic investing. Securities of some foreign companies are less liquid and
their prices may be more volatile than securities of comparable domestic
companies. The Fund's net investment income from foreign issuers may be subject
to non-U.S. withholding taxes, thereby reducing the Fund's net investment
income.
 
With respect to some foreign countries, there is the increased possibility of
expropriation or confiscatory taxation, limitations on the removal of funds or
other assets of the Fund, political or social instability, or diplomatic or
economic developments which could affect the Fund's investments in those
countries. Moreover, individual foreign economies may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross national
product, rate of inflation, rate of savings and capital reinvestment, resource
self-sufficiency and balance of payments positions. Investments in foreign
government securities involve special risks, including the risk that the
government issuers may be unable or unwilling to repay principal and interest
when due.
 
The Fund will also be affected favorably or unfavorably by exchange control
regulations or changes in the exchange rates between such currencies and the
U.S. dollar. Changes in currency exchange rates will influence the value of the
Fund's shares, and also may affect the value of dividends and interest earned by
the Fund and gains and losses realized by the Fund.
 
OPTIONS, FUTURES AND FORWARD CURRENCY TRANSACTIONS. To attempt to increase
return, the Fund may write call options on securities. This strategy will be
employed only when, in the opinion of the Sub-adviser, the size of the premium
the Fund receives for writing the option is adequate to compensate the Fund
against the risk that appreciation in the underlying security may not be fully
realized if the option is exercised. The Fund also is authorized to write put
options to attempt to enhance return, although it does not have the current
intention of so doing.
 
The Fund may also use forward currency contracts, futures contracts, options on
securities, options on currencies, options on indices and options on futures
contracts to attempt to hedge against the overall level of investment and
currency risk normally associated with the Fund's investments. These instruments
are often referred to as "derivatives," which may be defined as financial
instruments whose performance is derived, at least in part, from the performance
of another asset (such as a security, currency or an index of securities). The
Fund may enter into such instruments up to the full value of its portfolio
assets. See "Options, Futures and Currency Strategies" in the Statement of
Additional Information.
 
To attempt to hedge against adverse movements in exchange rates between
currencies, the Fund may enter into forward currency contracts for the purchase
or sale of a specified currency at a specified future date. Such contracts may
involve the purchase or sale of a foreign currency against the U.S. dollar, or
may involve two foreign currencies. The Fund may enter into forward currency
contracts either with respect to specific transactions or with respect to the
Fund's portfolio positions. The Fund also may purchase and sell put and call
options on currencies, futures contracts on currencies and options on such
futures contracts to hedge the Fund's portfolio against movements in exchange
rates.
 
In addition, the Fund may purchase and sell put and call options on equity and
debt securities to hedge against the risk of fluctuations in the prices of
securities held by the Fund or that the Sub-adviser intends to include in the
Fund's portfolio. The Fund
 
                               Prospectus Page 10
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
also may purchase and sell put and call options on stock indices to hedge
against overall fluctuations in the securities markets or in a specific market
sector.
 
Further, the Fund may sell index futures contracts and may purchase put options
or write call options on such futures contracts to protect against a general
market or a specific market sector decline that could adversely affect the
Fund's portfolio. The Fund also may purchase index futures contracts and
purchase call options or write put options on such contracts to hedge against a
general market or market sector advance and thereby attempt to lessen the cost
of future securities acquisitions. Similarly, the Fund may use interest rate
futures contracts and options thereon to hedge the debt portion of its portfolio
against changes in the general level of interest rates.
 
Although the Fund is authorized to enter into options, futures and forward
currency transactions, the Fund might not enter into any such transactions.
Options, futures and foreign currency transactions involve certain risks, which
include: (1) dependence on the Sub-adviser's ability to predict movements in the
prices of individual securities, fluctuations in the general securities markets
and movements in interest rates and currency markets; (2) imperfect correlation,
or even no correlation, between movements in the price of forward contracts,
options, futures contracts or options thereon and movements in the price of the
currency or security hedged or used for cover; (3) the fact that the skills and
techniques needed to trade options, futures contracts and options thereon or to
use forward currency contracts are different from those needed to select the
securities in which the Fund invests; (4) the lack of assurance that a liquid
secondary market will exist for any particular option, futures contract or
option thereon at any particular time; (5) the possible loss of principal under
certain conditions; and (6) the possible inability of the Fund to purchase or
sell a portfolio security at a time when it would otherwise be favorable for it
to do so, or the possible need for the Fund to sell a security at a
disadvantageous time, due to the need for the Fund to maintain "cover" or to set
aside securities in connection with hedging transactions.
 
OTHER POLICIES AND RISKS. The Fund's net asset value will fluctuate, reflecting
fluctuations in the market value of its portfolio positions. Equity securities,
particularly common stocks, generally represent the most junior position in an
issuer's capital structure, and entitle holders to an interest in the assets of
an issuer, if any, remaining after all more senior claims have been satisfied.
The value of equity securities held by the Fund will fluctuate in response to
general market and economic developments, as well as developments affecting the
particular issuers of such securities. In addition, the value of debt securities
held by the Fund generally will fluctuate with changes in the perceived
creditworthiness of the issuers of such securities and movements in interest
rates. Investment grade debt securities rated Baa by Moody's are described by
Moody's as having speculative characteristics, and therefore may be affected by
economic conditions and changes in the circumstances of their issuers to a
greater extent than higher rated bonds.
 
   
The Fund may invest up to 15% of its net assets in illiquid securities and other
securities for which no readily available market exists. The Fund may also
invest up to 5% of its total assets in a combination of securities purchased on
a when-issued basis or with respect to which it has entered into forward
commitment agreements.
    
 
The Fund is classified under the Investment Company Act of 1940 ("1940 Act"), as
a "non-diversified" fund. As a result, the Fund will be able to invest in a
fewer number of issuers than if it were classified under the 1940 Act as a
"diversified" fund. To the extent that the Fund invests in a smaller number of
issuers, the value of the Fund's shares may fluctuate more widely and the Fund
may be subject to greater investment and credit risk with respect to its
portfolio.
 
OTHER INFORMATION. The Fund's investment objective may not be changed without
the approval of a majority of the Fund's outstanding voting securities. A
"majority of the Fund's outstanding voting securities" means the lesser of (i)
67% of the shares represented at a meeting at which more than 50% of the
outstanding shares are represented, or (ii) more than 50% of the outstanding
shares. In addition, the Fund has adopted certain investment limitations which
also may not be changed without shareholder approval. A complete description of
these limitations is included in the Statement of Additional Information. Unless
specifically noted, the Fund's investment policies described in this Prospectus
and in the Statement of Additional Information may be changed by the Company's
Board of Trustees without shareholder approval. The Fund's policies regarding
lending, and the percentage of Fund assets that may be committed to borrowing,
are fundamental policies and may not be changed without shareholder approval.
 
If a percentage restriction on investment or utilization of assets in an
investment policy or restriction
 
                               Prospectus Page 11
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
is adhered to at the time an investment is made, a later change in percentage
ownership of a security or kind of securities resulting from changing market
values or a similar type of event will not be considered a violation of the
Fund's investment policies or restrictions.
 
The Fund is authorized to engage in Short Sales, although it currently has no
intention of doing so, and may purchase American Depository Receipts, American
Depository Shares, Global Depository Receipts and European Depository Receipts.
See "Short Sales" and "Depository Receipts," respectively, in the Investment
Objectives and Policies section of the Statement of Additional Information.
 
- --------------------------------------------------------------------------------
 
                                 HOW TO INVEST
 
- --------------------------------------------------------------------------------
 
   
GENERAL. Advisor Class shares are offered through this Prospectus to (a)
trustees or other fiduciaries purchasing shares for employee benefit plans which
are sponsored by organizations which have at least 1,000 employees; (b) any
account with assets of at least $10,000 if (i) a financial planner, trust
company, bank trust department or registered investment adviser has investment
discretion over such account, and (ii) the account holder pays such person as
compensation for its advice and other services an annual fee of at least .50% on
the assets in the account ("Advisory Account"); (c) any account with assets of
at least $10,000 if (i) such account is established under a "wrap fee" program,
and (ii) the account holder pays the sponsor of such program an annual fee of at
least .50% on the assets in the account ("Wrap Fee Account"); (d) accounts
advised by INVESCO (NY), Inc. or one of the companies formerly affiliated with
Liechtenstein Global Trust AG, provided such accounts were invested in Advisor
Class shares of any of the AIM/GT Funds on June 1, 1998; and (e) any of the
companies composing or affiliated with AMVESCAP PLC. Financial planners, trust
companies, bank trust companies and registered investment advisers referenced in
subpart (b) and sponsors of "wrap fee" programs referenced in subpart (c) are
collectively referred to as "Financial Advisers." Investors in Wrap Fee Accounts
and Advisory Accounts may only purchase Advisor Class shares through Financial
Advisers who have entered into agreements with AIM Distributors or certain of
its affiliates. Investors may be charged a fee by their agents or brokers if
they effect transactions other than through a dealer.
    
All purchase orders will be executed at the public offering price next
determined after the purchase order is received. Orders received by authorized
institutions (or their designees) before the close of regular trading on the New
York Stock Exchange ("NYSE") (currently 4:00 p.m. Eastern Time, unless weather,
equipment failure or other factors contribute to an earlier closing time) on any
Business Day will be executed at the public offering price for the applicable
class of shares determined that day. Orders received by authorized institutions
(or their designees) before the close of regular trading on the NYSE on a
Business Day will be deemed to have been received by a Fund on such day and will
be effected that day, provided that such orders are transmitted to the Transfer
Agent prior to the time set for the receipt of such orders. A "Business Day" is
any day Monday through Friday on which the NYSE is open for business. The
authorized institution (or its designee) will be responsible for forwarding the
investor's order to the Transfer Agent so that it will be received prior to the
required time.
 
THE FUND AND AIM DISTRIBUTORS RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER AND
TO SUSPEND THE OFFERING OF SHARES FOR A PERIOD OF TIME. In particular, the Fund
and AIM Distributors may reject purchase orders or exchanges by investors who
appear to follow, in the Sub-adviser's judgment, a market-timing strategy or
otherwise engage in excessive trading. See "How to Make Exchanges -- Limitations
on Purchase Orders and Exchanges."
 
Fiduciaries and Financial Advisers may be required to provide information
satisfactory to AIM Distributors concerning their eligibility to purchase
Advisor Class shares. For specific information on opening an account, please
contact your Financial Adviser or AIM Distributors.
 
   
FOR ANY FUND NAMED ON THE COVER PAGE OF THIS PROSPECTUS, AIM DISTRIBUTORS AND
ITS AGENTS RESERVE THE RIGHT AT ANY TIME (1) TO WITHDRAW ALL OR ANY PART OF THE
OFFERING MADE BY THIS PROSPECTUS; (2) TO REJECT ANY PURCHASE
    
 
                               Prospectus Page 12
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
   
OR EXCHANGE ORDER OR TO CANCEL ANY PURCHASE DUE TO NONPAYMENT OF THE PURCHASE
PRICE; (3) TO INCREASE, WAIVE OR LOWER THE MINIMUM INVESTMENT REQUIREMENTS; OR
(4) TO MODIFY ANY OF THE TERMS OR CONDITIONS OF PURCHASE OF SHARES OF SUCH FUND.
For any Fund named on the cover page, AIM Distributors and its agents will use
their best efforts to provide notice of any such actions through correspondence
with broker-dealers and existing shareholders, supplements to the AIM/GT Funds'
prospectuses, or other appropriate means, and will provide sixty (60) days'
notice in the case of termination or material modification to the exchange
privilege discussed under the caption "How to Make Exchanges."
    
 
PURCHASES BY BANK WIRE. Shares of the Fund may also be purchased by bank wire.
Bank wire purchases will be effected at the next determined public offering
price after the bank wire is received. A wire investment is considered received
when the Transfer Agent is notified that the bank wire has been credited to the
Fund. Prior telephonic or facsimile notice must be provided to the Transfer
Agent that a bank wire is being sent. A bank may charge a service fee for wiring
money to the Fund. The Transfer Agent currently does not charge a service fee
for facilitating wire purchases, but reserves the right to do so in the future.
For more information, please refer to the Shareholder Account Manual in this
Prospectus.
 
CERTIFICATES. Physical certificates representing the Fund's shares will not be
issued unless a written request is submitted to the Transfer Agent. Shares of
the Fund are recorded on a register by the Transfer Agent, and shareholders who
do not elect to receive certificates have the same rights of ownership as if
certificates had been issued to them. Redemptions and exchanges by shareholders
who hold certificates may take longer to effect than similar transactions
involving non-certificated shares because the physical delivery and processing
of properly executed certificates is required. ACCORDINGLY, THE FUND RECOMMENDS
THAT SHAREHOLDERS DO NOT REQUEST ISSUANCE OF CERTIFICATES.
 
   
PORTFOLIO REBALANCING PROGRAM. The Portfolio Rebalancing Program ("Program")
permits eligible shareholders to establish and maintain an allocation across a
range of AIM/GT Funds. The Program automatically rebalances holdings of AIM/ GT
Funds to the established allocation on a periodic basis. Under the Program, a
shareholder may predesignate, on a percentage basis, how the total value of his
or her holdings in a minimum of two, and a maximum of ten, AIM/GT Funds
("Personal Portfolio") is to be rebalanced on a monthly, quarterly, semiannual,
or annual basis.
    
 
   
Rebalancing under the Program will be effected through the exchange of shares of
one or more AIM/ GT Funds in the shareholders' Personal Portfolio for shares of
the same class of one or more other AIM/GT Funds in the shareholder's Personal
Portfolio. See "How to Make Exchanges." If shares of the AIM/GT Fund(s) in a
shareholder's Personal Portfolio have appreciated during a rebalancing period,
the Program will result in shares of AIM/GT Fund(s) that have appreciated most
during the period being exchanged for shares of AIM/GT Fund(s) that have
appreciated least. SUCH EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A
SHAREHOLDER'S REALIZING A GAIN OR LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME
TAX PURPOSES. See "Dividends, Other Distributions and Federal Income Taxation."
Participation in the Program does not assure that a shareholder will profit from
purchases under the Program, nor does it prevent or lessen losses in a declining
market.
    
 
The Program will automatically rebalance the shareholder's Personal Portfolio on
the 28th day of the last month of the period chosen (or the immediately
preceding business day if the 28th is not a business day), subject to any
limitations below. The Program will not execute an exchange if the variance in a
shareholder's Personal Portfolio for a particular Fund would be 2% or less. In
predesignating percentages, shareholders must use whole percentages and totals
must equal 100%. Shareholders participating in the Program may not request
issuance of physical certificates representing a Fund's shares. Exchanges made
under the Program are not subject to the four free exchanges per year
limitation. The Fund and AIM Distributors reserve the right to modify, suspend,
or terminate the Program at any time on 60 days' prior written notice to
shareholders. A request to participate in the Program must be received in good
order at least five business days prior to the next rebalancing date. Once a
shareholder establishes the Program for his or her Personal Portfolio, a
shareholder cannot cancel or change which rebalancing frequency, which Funds or
what allocation percentages are assigned to the Program, unless canceled or
changed in writing and received by the Transfer Agent in good order at least
five business days prior to the rebalancing date. Certain Financial Institutions
may charge a fee for establishing accounts relating to the Program. Investors
should contact their Financial Institution or AIM Distributors for more
information.
 
                               Prospectus Page 13
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
 
                             HOW TO MAKE EXCHANGES
 
- --------------------------------------------------------------------------------
 
   
Advisor Class shares of the Fund may be exchanged for Advisor Class shares of of
any other AIM/GT Fund, based on their respective net asset values without
imposition of any sales charges, provided that the registration remains
identical. Exchange requests received in good order by the Transfer Agent before
the close of regular trading on the NYSE on any Business Day will be processed
at the net asset value calculated on that day.
    
 
   
EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A SHAREHOLDER REALIZING A GAIN OR
LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME TAX PURPOSES. See "Dividends, Other
Distributions and Federal Income Taxation." In addition to the Fund, the AIM/GT
Funds include the following:
    
 
   
  - AIM AMERICA VALUE FUND
    
   
  - AIM DEVELOPING MARKETS FUND
    
   
  - AIM DOLLAR FUND
    
   
  - AIM EMERGING MARKETS FUND
    
   
  - AIM EUROPE GROWTH FUND
    
   
  - AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
    
   
  - AIM GLOBAL FINANCIAL SERVICES FUND
    
   
  - AIM GLOBAL GOVERNMENT INCOME FUND
    
   
  - AIM GLOBAL HEALTH CARE FUND
    
   
  - AIM GLOBAL HIGH INCOME FUND
    
   
  - AIM GLOBAL INFRASTRUCTURE FUND
    
   
  - AIM GLOBAL RESOURCES FUND
    
   
  - AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
  - AIM INTERNATIONAL GROWTH FUND
    
   
  - AIM JAPAN GROWTH FUND
    
   
  - AIM LATIN AMERICAN GROWTH FUND
    
   
  - AIM MID CAP GROWTH FUND
    
   
  - AIM NEW DIMENSION FUND
    
   
  - AIM NEW PACIFIC GROWTH FUND
    
   
  - AIM SMALL CAP EQUITY FUND
    
   
  - AIM STRATEGIC INCOME FUND
    
   
  - AIM WORLDWIDE GROWTH FUND
    
 
   
Investors in Wrap Fee Accounts and Advisory Accounts interested in making an
exchange should contact their Financial Advisers to request the prospectuses of
the other AIM/GT Fund(s) being considered. Other investors should contact AIM
Distributors. The terms of the exchange offer may be modified at any time, on 60
days' prior written notice.
    
 
EXCHANGES BY TELEPHONE. A shareholder may give exchange information to his or
her Financial Adviser. Exchange orders will be accepted by telephone provided
that the exchange involves only uncertificated shares on deposit in the
shareholder's account or for which certificates previously have been deposited.
Shareholders automatically have telephone privileges to authorize exchanges. The
Fund, AIM Distributors and the Transfer Agent will not be liable for any loss or
damage for acting in good faith upon instructions received by telephone and
reasonably believed to be genuine. The Fund employs reasonable procedures to
confirm that instructions communicated by telephone are genuine prior to acting
upon instructions received by telephone, including requiring some form of
personal identification, providing written confirmation of such transactions,
and/or tape recording of telephone instructions.
 
   
LIMITATIONS ON PURCHASE ORDERS AND EXCHANGES. The AIM/GT Funds are not intended
to serve as vehicles for frequent trading in response to short-term fluctuations
in the market. Due to the disruptive effect that market-timing investment
strategies and excessive trading can have on efficient portfolio management,
each AIM/GT Fund and AIM Distributors reserve the right to refuse purchase
orders and exchanges by any person or group, if, in the Sub-adviser's judgment,
such person or group was following a market-timing strategy or was otherwise
engaging in excessive trading.
    
 
   
In addition, each AIM/GT Fund and AIM Distributors reserve the right to refuse
purchase orders and exchanges by any person or group if, in the Sub-adviser's
judgment, the Fund would not be able to invest the money effectively in
accordance with that Fund's investment objective and policies or would otherwise
potentially be adversely affected. Although an AIM/GT Fund will attempt to give
investors prior notice whenever it is reasonably able to do so, it may impose
the above restrictions at any time.
    
 
   
Finally, as described above, each AIM/GT Fund and AIM Distibutors reserve the
right to reject any purchase order.
    
 
                               Prospectus Page 14
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
 
                              HOW TO REDEEM SHARES
 
- --------------------------------------------------------------------------------
 
Fund shares may be redeemed at their net asset value and redemption proceeds
will be sent within seven days of the execution of a redemption request.
Redemption requests may be transmitted to the Transfer Agent by telephone or by
mail, in accordance with the instructions provided in the Shareholder Account
Manual. Redemptions will be effected at the net asset value next determined
after the Transfer Agent has received the request, provided that the request is
transmitted to the Transfer Agent prior to the time set for receipt of such
redemption requests. Redemptions will only be effected if the request is
received in good order and accompanied by any required supporting documentation.
Redemption requests will not require a signature guarantee if the redemption
proceeds are to be sent either: (i) to the redeeming shareholder at the
shareholder's address of record as maintained by the Transfer Agent, provided
the shareholder's address of record has not been changed within the preceding
fifteen days; or (ii) directly to a pre-designated bank, savings and loan or
credit union account ("Pre-Designated Account"). ALL OTHER REDEMPTION REQUESTS
MUST BE ACCOMPANIED BY A SIGNATURE GUARANTEE OF THE REDEEMING SHAREHOLDER'S
SIGNATURE. A signature guarantee can be obtained from any bank, U.S. trust
company, a member firm of a U.S. stock exchange or a foreign branch of any of
the foregoing or other eligible guarantor institution. A notary public is not an
acceptable guarantor.
 
Shareholders with Pre-Designated Accounts should request that redemption
proceeds be sent either by bank wire or by check. The minimum redemption amount
for a bank wire is $500. Shareholders requesting a bank wire should allow two
business days from the time the redemption request is effected for the proceeds
to be deposited in the shareholder's Pre-Designated Account. See "How to Redeem
Shares -- Other Important Redemption Information." Shareholders may change their
Pre-Designated Accounts only by a letter of instruction to the Transfer Agent
containing all account signatures, each of which must be guaranteed. The
Transfer Agent currently does not charge a bank wire service fee for each wire
redemption sent but reserves the right to do so in the future. The shareholder's
bank may charge a bank wire service fee.
REDEMPTIONS BY TELEPHONE. Redemption requests may be made by telephone by
calling the Transfer Agent at the appropriate toll-free number provided in the
Shareholder Account Manual. Shareholders who hold certificates for shares may
not redeem by telephone. REDEMPTION REQUESTS MAY NOT BE MADE BY TELEPHONE FOR
FIFTEEN DAYS FOLLOWING ANY CHANGE OF THE SHAREHOLDER'S ADDRESS OF RECORD.
 
Shareholders automatically have telephone privileges to authorize redemptions.
The Fund, AIM Distributors and the Transfer Agent will not be liable for any
loss or damage for acting in good faith upon instructions received by telephone
and reasonably believed to be genuine. The Fund employs reasonable procedures to
confirm that instructions communicated by telephone are genuine prior to acting
upon instructions received by telephone, including requiring some form of
personal identification, providing written confirmation of such transactions,
and/or tape recording of telephone instructions.
 
REDEMPTIONS BY MAIL. Redemption requests should be mailed directly to the
Transfer Agent at the appropriate address provided in the Shareholder Account
Manual. As discussed above, requests for payment of redemption proceeds to a
party other than the shareholder of record and/or requests that redemption
proceeds be mailed to an address other than the shareholder's address of record
require a signature guarantee. In addition, if the shareholder's address of
record has been changed within the preceding fifteen days, a signature guarantee
is required. Redemptions of shares for which certificates have been issued must
be accompanied by properly endorsed share certificates.
 
OTHER IMPORTANT REDEMPTION INFORMATION. A request for redemption will not be
processed until all of the necessary documentation has been received in good
order. A shareholder who is in doubt as to what documents are required should
contact his Financial Adviser or the Transfer Agent.
 
                               Prospectus Page 15
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
 
Except in extraordinary circumstances and as permitted under the Investment
Company Act of 1940 ("1940 Act"), payment for shares redeemed by telephone or by
mail will be made promptly after receipt of a redemption request, if in good
order, but not later than seven days after the date the request is executed.
Requests for redemption which are subject to any special conditions or which
specify a future or past effective date cannot be accepted.
 
If the Transfer Agent is requested to redeem shares for which the Fund has not
yet received good payment, the Fund may delay payment of redemption proceeds
until the Transfer Agent has assured itself that good payment has been collected
for the purchase of the shares. In the case of purchases by check it can take up
to 10 business days to confirm that the check has cleared and good payment has
been received. Redemption proceeds will not be delayed when shares have been
paid for by wire or when the investor's account holds a sufficient number of
shares for which funds already have been collected.
 
   
AIM Distributors reserves the right to redeem the shares of any Advisory Account
or Wrap Fee Account if the amount invested in AIM/GT Funds through such account
is reduced to less than $500 through redemptions or other action by the
shareholder. Written notice will be given to the shareholder at least 60 days
prior to the date fixed for such redemption, during which time the shareholder
may increase the amount invested in AIM/ GT Funds through such account to an
aggregate amount of $500 or more.
    
 
For additional information on how to redeem Fund shares, see the Shareholder
Account Manual in this Prospectus, or contact your Financial Adviser.
 
                               Prospectus Page 16
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
 
                           SHAREHOLDER ACCOUNT MANUAL
 
- --------------------------------------------------------------------------------
 
Purchase, exchange and redemption orders should be placed in accordance with
this Manual. It is recommended that investors in Wrap Fee Accounts and Advisory
Accounts make such orders through their Financial Adviser. PLEASE BE CAREFUL TO
REFERENCE "ADVISOR CLASS" IN ALL INSTRUCTIONS PROVIDED. See "How to Invest,"
"How to Make Exchanges," "How to Redeem Shares" and "Dividends, Other
Distributions and Federal Income Taxation" for more information.
 
The Fund's Transfer Agent is GT GLOBAL INVESTOR SERVICES, INC.
 
INVESTMENTS BY MAIL
 
Send completed Account Application (if initial purchase) or letter stating Fund
name, class of shares, shareholder's registered name and account number (if
subsequent purchase) with a check to:
 
   
    AIM/GT Funds
    P.O. Box 7345
    San Francisco, CA 94120-7345
    
 
INVESTMENTS BY BANK WIRE
 
   
A new account may be opened by calling 1-800-223-2138 to obtain an account
number. WITHIN SEVEN DAYS OF PURCHASE A COMPLETED ACCOUNT APPLICATION CONTAINING
THE INVESTOR'S CERTIFIED TAXPAYER IDENTIFICATION NUMBER MUST BE SENT TO THE
ADDRESS PROVIDED ABOVE UNDER "INVESTMENTS BY MAIL." Wire instructions must state
Fund name, class of shares, shareholder's registered name and account number.
Bank wires should be sent through the Federal Reserve Bank Wire System to:
    
 
    WELLS FARGO BANK N.A.
    ABA 121000248
    Attn: GT GLOBAL
         Account No. 4023-050701
 
EXCHANGES BY TELEPHONE
 
Call the Transfer Agent at 1-800-223-2138.
 
EXCHANGES BY MAIL
 
   
Send complete instructions, including name of Fund exchanging from, class of
shares, amount of exchange, name of the AIM/GT Fund exchanging into,
shareholder's registered name and account number, to:
    
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
REDEMPTIONS BY TELEPHONE
 
Call the Transfer Agent at 1-800-223-2138.
 
REDEMPTIONS BY MAIL
 
Send complete instructions, including name of Fund, class of shares, amount of
redemption, shareholder's registered name and account number, to:
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
OVERNIGHT MAIL
 
Overnight mail services do not deliver to post office boxes. To send purchase,
exchange or redemption orders by overnight mail, follow the above instructions
but send to the following address:
 
    GT Global Investor Services, Inc.
    California Plaza
    2121 N. California Boulevard
    Suite 450
    Walnut Creek, CA 94596
 
ADDITIONAL QUESTIONS
 
Shareholders with additional questions regarding purchase, exchange and
redemption procedures should call the Transfer Agent at 1-800-223-2138.
 
                               Prospectus Page 17
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
 
                         CALCULATION OF NET ASSET VALUE
 
- --------------------------------------------------------------------------------
 
The Fund calculates its net asset value as of the close of regular trading on
the NYSE (currently 4:00 p.m. Eastern Time, unless weather, equipment failure or
other factors contribute to an earlier closing time) each Business Day. The
Fund's net asset value per share is computed by determining the value of its
total assets (the securities it holds plus any cash or other assets, including
the interest accrued but not yet received), subtracting all of its liabilities
(including accrued expenses), and dividing the result by the total number of
shares outstanding at such time. Net asset value is determined separately for
each class of the Fund.
 
Equity securities are valued at the last sale price on the exchange or in the
over-the-counter market in which such securities are primarily 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. Long-term obligations are valued at the
mean of representative quoted bid and asked prices for such securities or, if
such prices are not available, at prices for securities of comparable maturity,
quality and type; however, when the Sub-adviser deems it appropriate, prices
obtained from a bond pricing service will be used. Short-term debt investments
are amortized to maturity based on their cost, adjusted for foreign exchange
translation and market fluctuations, provided such valuations represent fair
value. When market quotations for futures and options positions held by the Fund
are readily available, those positions are valued based upon such quotations.
 
   
Securities and other assets for which market quotations are not readily
available are valued at fair value determined in good faith by or under the
direction of the Company's Board of Directors. Securities and other assets
quoted in foreign currencies are valued in U.S. dollars based on the prevailing
exchange rates on that day.
    
 
The Fund's portfolio securities, from time to time, may be listed primarily on
foreign exchanges or over-the-counter dealer markets that trade on days when the
NYSE is closed (such as a Saturday). As a result, the net asset value of the
Fund may be significantly affected by such trading on days when shareholders
cannot purchase or redeem shares of the Fund.
 
- --------------------------------------------------------------------------------
 
                         DIVIDENDS, OTHER DISTRIBUTIONS
                          AND FEDERAL INCOME TAXATION
 
- --------------------------------------------------------------------------------
 
DIVIDENDS AND OTHER DISTRIBUTIONS. The Fund declares and pays quarterly
dividends from its net investment income, if any, which includes dividends,
accrued interest and earned discount (including both original issue and market
discounts) less applicable expenses. The Fund also annually distributes
substantially all of its realized net short-term capital gain (the excess of
short-term capital gains over short-term capital losses), net capital gain (the
excess of net long-term capital gain over net short-term loss) and net gains
from foreign currency transactions, if any. The Fund may make an additional
dividend or other distribution if necessary to avoid a 4% excise tax on certain
undistributed income and gain.
 
Dividends and other distributions paid by the Fund with respect to all classes
of its shares are calculated in the same manner and at the same time. The per
share income dividends on Advisor Class shares will be higher than the per share
income dividends on other classes of the Fund's shares as a result of the
service and distribution fees applicable to those other shares. SHAREHOLDERS MAY
ELECT:
 
   
/ / to have all dividends and other distributions automatically reinvested in
    additional Advisor Class shares of the Fund (or other AIM/GT Funds); or
    
 
   
/ / to receive dividends in cash and have other distributions automatically
    reinvested in additional Advisor Class shares of the Fund (or other AIM/GT
    Funds); or
    
 
                               Prospectus Page 18
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
 
   
/ / to receive other distributions in cash and have dividends automatically
    reinvested in additional Advisor Class shares of the Fund (or other AIM/ GT
    Funds); or
    
 
/ / to receive dividends and other distributions in cash.
 
   
Automatic reinvestments in additional Advisor Class shares are made at net asset
value without imposition of a sales charge. IF NO ELECTION IS MADE BY A
SHAREHOLDER, ALL DIVIDENDS AND OTHER DISTRIBUTIONS WILL BE AUTOMATICALLY
REINVESTED IN ADDITIONAL ADVISOR CLASS SHARES OF THE FUND. Reinvestments in
another AIM/GT Fund may only be directed to an account with the identical
shareholder registration and account number. These elections may be changed by a
shareholder at any time; to be effective with respect to a distribution, the
shareholder or the shareholder's broker must contact the Transfer Agent by mail
or telephone at least 15 Business Days prior to the payment date. THE FEDERAL
INCOME TAX CONSEQUENCES OF DIVIDENDS AND OTHER DISTRIBUTIONS ARE THE SAME
WHETHER THEY ARE RECEIVED IN CASH OR REINVESTED IN ADDITIONAL SHARES.
    
 
Any dividend or other distribution paid by the Fund has the effect of reducing
the net asset value per share on the ex-distribution date by the amount thereof.
Therefore, a dividend or other distribution paid shortly after a purchase of
shares would represent, in substance, a return of capital to the shareholder (to
the extent the distribution is paid on the shares so purchased), even though
subject to income tax, as discussed below.
 
TAXES. The Fund intends to continue to qualify for treatment as a regulated
investment company under the Internal Revenue Code of 1986, as amended (the
"Code"). In each taxable year that the Fund so qualifies, the Fund (but not its
shareholders) will be relieved of federal income tax on that part of its
investment company taxable income (consisting generally of net investment
income, net gains from certain foreign currency transactions and net short-term
capital gain) and net capital gain (i.e., the excess of net long-term capital
gain over net short-term capital loss) that it distributes to its shareholders.
 
Dividends from the Fund's investment company taxable income (whether paid in
cash or reinvested in additional shares) are taxable to its shareholders as
ordinary income to the extent of its earnings and profits. Distributions of the
Fund's net capital gain, when designated as such, are taxable to its
shareholders as long-term capital gains, regardless of how long they have held
their Fund shares and whether paid in cash or reinvested in additional shares.
 
   
Under the Taxpayer Relief Act of 1997, different maximum tax rates apply to a
noncorporate taxpayer's net capital gain depending on the taxpayer's holding
period and marginal rate of federal income tax -- generally, 28% for gain
recognized on securities held for more than one year but not more than 18 months
and 20% (10% for taxpayers in the 15% marginal tax bracket) for gain recognized
on securities held for more than 18 months. The Fund may divide each net capital
gain distribution into a 28% rate gain distribution and a 20% rate gain
distribution (in accordance with the Fund's holding periods for the securities
it sold that generated the distributed gain), in which event its shareholders
must treat those portions accordingly.
    
 
The Fund provides federal tax information to its shareholders annually,
including information about dividends and capital gain distributions paid during
the preceding year and, under certain circumstances, the shareholders'
respective shares of any foreign taxes paid (directly or indirectly) by the
Fund, in which event each shareholder would be required to include in his or her
gross income his or her pro rata share of those taxes but might be entitled to
claim a credit or deduction for them. The information regarding capital gain
distributions designates the portions thereof subject to the different maximum
rates of tax applicable to noncorporate taxpayers' net capital gain indicated
above.
 
The Fund must withhold 31% from dividends, capital gain distributions and
redemption proceeds payable to any individuals and certain other noncorporate
shareholders who have not furnished to the Fund a correct taxpayer
identification number or a properly completed claim for exemption on Form W-8 or
W-9. Withholding at that rate also is required from dividends and capital gain
distributions payable to such shareholders who otherwise are subject to backup
withholding. Fund accounts opened via a bank wire purchase (see "How to Invest
- -- Purchases Through the Distributor") are considered to have uncertified
taxpayer identification numbers unless a completed Form W-8 or W-9 or Account
Application is received by the Transfer Agent within seven days after the
purchase. A shareholder should contact the Transfer Agent if the shareholder is
uncertain whether a proper taxpayer identification number is on file with the
Fund.
 
                               Prospectus Page 19
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
 
   
A redemption of Fund shares may result in taxable gain or loss to the redeeming
shareholder, depending upon whether the redemption proceeds are more or less
than the shareholder's adjusted basis for the redeemed shares. An exchange of
Fund shares for shares of another mutual fund generally will have similar tax
consequences. In addition, if Fund shares are purchased within 30 days before or
after redeeming other Fund shares (regardless of class) at a loss, all or a part
of the loss will not be deductible and instead will increase the basis of the
newly purchased shares.
    
 
The foregoing is only a summary of some of the important federal tax
considerations generally affecting the Fund and its shareholders. See "Taxes" in
the Statement of Additional Information for a further discussion. There may be
other federal, state, local or foreign tax considerations applicable to a
particular investor. Prospective investors therefore are urged to consult their
tax advisers.
 
- --------------------------------------------------------------------------------
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
   
The Company's Board of Directors has overall responsibility for the operation of
the Fund. The Company's Board of Directors has approved all significant
agreements between the Company on the one side and persons or companies
furnishing services to the Fund on the other, including the investment advisory
and administrative services agreement with AIM, the investment sub-advisory and
sub-administration agreement with the Sub-adviser, the agreements with AIM
Distributors regarding distribution of the Fund's shares, the custody agreement
with State Street Bank and Trust Company and the transfer agency agreement with
GT Global Investor Services, Inc. The day-to-day operations of the Fund are
delegated to the officers of the Company, subject always to the objective and
policies of the Fund and to the general supervision of the Company's Board of
Directors. See "Directors and Executive Officers" in the Statement of Additional
Information for information on the Directors of the Company.
    
 
INVESTMENT MANAGEMENT AND ADMINISTRATION. Services provided by AIM and the
Sub-adviser as the Fund's investment managers and administrators include, but
are not limited to, determining the composition of the Fund's portfolio and
placing orders to buy, sell or hold particular securities; furnishing corporate
officers and clerical staff; providing office space, services and equipment; and
supervising all matters relating to the Fund's operation. For these services,
the Fund pays AIM investment management and administration fees, computed daily
and paid monthly, based on the average daily net assets, at the annualized rate
of .975% on the first $500 million, .95% on the next $500 million, .925% on the
next $500 million and .90% on amounts thereafter. Out of the aggregate fees
payable by the Fund, AIM pays the Sub-adviser sub-advisory and
sub-administration fees equal to 40% of the aggregate fees AIM receives from the
Fund. The investment management and administration fees paid by the Funds and
the Portfolios are higher than those paid by most mutual funds. AIM has
undertaken to limit the Fund's expenses (exclusive of brokerage commissions,
taxes, interest and extraordinary expenses) to the annual rate of 1.40% of the
average daily net assets of the Fund's Advisor Class shares.
 
   
The Sub-adviser also serves as the Fund's pricing and accounting agent. For
these services the Sub-adviser receives a fee at an annual rate derived by
applying 0.03% to the first $5 billion of assets of the AIM/GT Funds and 0.02%
to the assets in excess of $5 billion, and allocating the result according to
each Fund's average daily net assets.
    
 
   
AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046, serves as the
investment adviser to the Fund pursuant to a master investment advisory
agreement, dated as of May 29, 1998 (the "Advisory Agreement"). AIM was
organized in 1976 and, together with its subsidiaries, manages or advises
approximately 90 investment company portfolios encompassing a broad range of
investment objectives. The Sub-adviser, INVESCO (NY), Inc., 50 California
Street, 27th Floor, San Francisco, California 94111, and 1166 Avenue of the
Americas, New York, New York 10036, serves as the sub-adviser to the Fund
pursuant to an investment sub-advisory agreement dated as of May 29, 1998. Prior
to May 29, 1998, the Sub-adviser was known as Chancellor LGT Asset Management,
Inc. On
    
 
                               Prospectus Page 20
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
   
May 29, 1998, Liechtenstein Global Trust AG ("LGT"), the former indirect parent
organization of the Sub-adviser, consummated a purchase agreement with AMVESCAP
PLC pursuant to which AMVESCAP PLC acquired LGT's Asset Management Division,
which included the Sub-adviser and certain other affiliates. As a result of this
transaction, the Sub-adviser is now an indirect wholly owned subsidiary of
AMVESCAP PLC. Prior to the sale, the Sub-adviser and its worldwide asset
management affiliates provided investment management and/or administrative
services to institutional, corporate and individual clients around the world
since 1969.
    
 
AIM and the Sub-adviser and their worldwide asset management affiliates provide
investment management and/or administrative services to institutional, corporate
and individual clients around the world. AIM and the Sub-adviser are both
indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and its
subsidiaries are an independent investment management group that has a
significant presence in the institutional and retail segment of the investment
management industry in North America and Europe, and a growing presence in Asia.
 
   
In addition to the investment resources of their Houston, San Francisco and New
York offices, AIM and the Sub-adviser draw upon the expertise, personnel, data
and systems of other offices, including investment offices in Atlanta, Boston,
Dallas, Denver, Louisville, Miami, Portland (Oregon), Frankfurt, Hong Kong,
London, Singapore, Sydney, Tokyo and Toronto. In managing the Fund, the
Sub-adviser employs a team approach, taking advantage of its investment
 
resources around the world.
    
 
The investment professionals primarily responsible for the portfolio management
of the Fund are as follows:
 
                              GROWTH & INCOME FUND
 
   
<TABLE>
<CAPTION>
                            RESPONSIBILITIES FOR                              BUSINESS EXPERIENCE
NAME/OFFICE                       THE FUND                                      LAST FIVE YEARS
- ------------------  ------------------------------------  ------------------------------------------------------------
<S>                 <C>                                   <C>
Nicholas S. Train   Portfolio Manager since Fund          Head of Investments for the United Kingdom and Europe for
 London              inception in 1990                     the Sub-adviser and INVESCO GT Asset Management PLC
                                                           (London) ("GT Asset Management"), an affiliate of the
                                                           Sub-adviser, since 1996. Portfolio Manager for the
                                                           Sub-adviser and GT Asset Management from 1984 to 1996.
Paul Griffiths      Portfolio Manager since 1995          Head of Global Fixed Income for the Sub-adviser and GT Asset
 London                                                    Management since June 1997. Portfolio Manager from 1994 to
                                                           1997. Global Bond Fund Manager for Lazard Investors from
                                                           1993 to 1994. Global Bond Fund Manager for Sanwa
                                                           International PLC from 1991 to 1993.
</TABLE>
    
 
                            ------------------------
 
   
In placing securities orders for the Fund's portfolio transactions, the
Sub-adviser seeks to obtain the best net results. Consistent with its obligation
to obtain the best net results, the Sub-adviser may consider a broker/dealer's
sale of shares of the AIM Funds as a factor in considering through whom
portfolio transactions will be effected. Brokerage transactions may be executed
through affiliates of AIM or the Sub-adviser.
    
 
DISTRIBUTION OF FUND SHARES. AIM Distributors is the distributor of the Fund's
Advisor Class shares. AIM Distributors is a wholly owned subsidiary of AIM. The
address of AIM Distributors is P.O. Box 4739, Houston, Texas 77210-4739.
 
The Sub-adviser or an affiliate thereof may make ongoing payments to Financial
Advisers and others that facilitate the administration and servicing of Advisor
Class shareholder accounts.
 
   
The Glass-Steagall Act and other applicable laws, among other things, generally
prohibit federally chartered or supervised banks from engaging in the business
of underwriting or distributing securities. Accordingly, AIM Distributors
intends to engage banks (if at all) only to perform administrative and
shareholder servicing functions. Banks and broker/dealer affiliates of banks may
also execute dealer agreements with AIM Distributors for the purpose of selling
shares of the Fund. If a bank were prohibited from so acting, its shareholder
clients would be permitted to remain shareholders, and alternative means for
continuing the servicing of such shareholders would be sought. It is not
expected that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences.
    
 
                               Prospectus Page 21
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
 
                               OTHER INFORMATION
 
- --------------------------------------------------------------------------------
 
CONFIRMATIONS AND REPORTS TO SHAREHOLDERS. Each time a transaction is made that
affects a shareholder's account in the Fund, the shareholder will receive from
the Transfer Agent a confirmation statement reflecting the transaction.
Confirmations for transactions effected pursuant to the Fund's automatic
dividend reinvestment program may be provided quarterly. Shortly after the end
of the Fund's fiscal year on October 31 and fiscal half-year on April 30 of each
year, shareholders receive an annual and semiannual report, respectively. In
addition, the federal income tax status of distributions made by the Fund to
shareholders is reported after the end of each calendar year on Form 1099-DIV.
Under certain circumstances, duplicate mailings of the foregoing reports to the
same household may be consolidated.
 
   
ORGANIZATION OF THE COMPANY. The Company was organized as a Maryland corporation
on October 29, 1987. Prior to May 29, 1998, the Company operated under the name
G.T. Investment Funds, Inc. From time to time, the Company has established and
may continue to establish other funds, each corresponding to a distinct
investment portfolio and a distinct series of the Company's shares. Shares of
the Fund are entitled to one vote per share (with proportional voting for
fractional shares) and are freely transferable. Shareholders have no preemptive
or conversion rights.
    
 
   
On any matter submitted to a vote of shareholders, shares of the Fund will be
voted by the Fund's shareholders individually when the matter affects the
specific interest of the Fund only, such as approval of its investment
management arrangements. In addition, shares of a particular class of the Fund
may vote on matters affecting only that class. The shares of the Fund and the
Company's other funds will be voted in the aggregate on other matters, such as
the election of Directors and ratification of the selection of the Company's
independent accountants.
    
 
   
Normally there will be no annual meeting of shareholders in any year, except as
required under the 1940 Act. The Company would be required to hold a
shareholders' meeting in the event that at any time less than a majority of the
Directors holding office had been elected by shareholders. Directors shall
continue to hold office until their successors are elected and have qualified.
Shares of the Company's funds do not have cumulative voting rights, which means
that the holders of a majority of the shares voting for the election of
Directors can elect all the Directors. A Director may be removed upon a majority
vote of the shareholders qualified to vote in the election. Shareholders holding
10% of the Company's outstanding voting securities may call a meeting of
shareholders for the purpose of voting upon the question of removal of any
Director or for any other purpose. The 1940 Act requires the Company to assist
shareholders in calling such a meeting.
    
 
   
The Fund offers Advisor Class shares through this prospectus to certain
investors. The Fund also offers Class A shares and Class B shares to investors
through a separate Prospectus. Each class of shares will experience different
net asset values and dividends as a result of different expenses borne by each
class of shares. The per share net asset value and dividends of the Advisor
Class shares of the Fund generally will be higher than that of the Class A and B
shares of the Fund because of the higher expenses borne by the Class A and B
shares. The per share dividends on Advisor Class shares of the Fund will
generally be higher than the per share dividends on Class A and B shares of the
Fund as a result of the service and distribution fees applicable with respect to
Class A and B shares. Consequently, during comparable periods, the Fund expects
that the total return on an investment in shares of the Advisor Class will be
higher than the total return on Class A or Class B shares.
    
 
   
Pursuant to the Company's Articles of Incorporation, it may issue six billion
shares. Of this number, 300 million shares have been classified as shares of the
Fund; 100 million shares have been classified as Class A shares, 100 million
shares have been classified as Class B shares, and 100 million shares have been
classified as Advisor Class shares. These amounts may be increased from time to
time in the discretion of the Board of Directors. Each share of the Fund
represents an interest in the Fund only, has a par value of $0.0001 per share,
represents an equal proportionate interest in the
    
 
                               Prospectus Page 22
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
   
Fund with other shares of the Fund and is entitled to such dividends and other
distributions out of the income earned and gain realized on the assets belonging
to the Fund as may be declared at the discretion of the Board of Directors. Each
Class A, Class B and Advisor Class share of the Fund is equal in earnings,
assets and voting privileges, except as noted above, and each class bears the
expenses, if any, related to the distribution of its shares. Shares of the Fund,
when issued, are fully paid and nonassessable.
    
 
   
Shareholders have been asked to vote on the reorganization of the Company into a
Delaware business trust. If approved by shareholders, it is anticipated that the
reorganization would occur prior to October 1, 1998.
    
 
SHAREHOLDER INQUIRIES. Shareholder inquiries may be made by calling the Fund
toll-free at (800) 223-2138 or by writing to the Fund at 50 California Street,
27th Floor, San Francisco, CA 94111.
 
PERFORMANCE INFORMATION. The Fund, from time to time, may include information on
its investment results and/or comparisons of its investment results to various
unmanaged indices or results of other mutual funds or groups of mutual funds in
advertisements, sales literature or reports furnished to present or prospective
shareholders.
 
In such materials, the Fund may quote its average annual total return
("Standardized Return"). Standardized Return is calculated separately for each
class of shares of the Fund. Standardized Return shows percentage rates
reflecting the average annual change in the value of an assumed investment in
the Fund at the end of one-, five- and ten-year periods, reduced by the maximum
applicable sales charge imposed on sales of Fund shares. If a one-, five- and/or
ten-year period has not yet elapsed, data will be provided as of the end of a
shorter period corresponding to the life of the Fund. Standardized Return
assumes reinvestment of all dividends and other distributions.
 
In addition, in order to more completely represent the Fund's performance or
more accurately compare such performance to other measures of investment return,
the Fund also may include in advertisements, sales literature and shareholder
reports other total return performance data ("Non-Standardized Return").
Non-Standardized return reflects percentage rates of return encompassing all
elements of total return (e.g., income and capital appreciation or
depreciation); it assumes reinvestment of all dividends and other distributions.
Non-Standardized Return may be quoted for the same or different periods as those
for which Standardized Return is quoted; it may consist of an aggregate or
average annual percentage rate of return, actual year-by-year rates or any
combination thereof. Non-Standardized Return may or may not take sales charges
into account; performance data calculated without taking the effect of sales
charges into account will be higher than data including the effect of such
charges.
 
The Fund's performance data reflects past performance and is not necessarily
indicative of future results. The Fund's investment results will vary from time
to time depending upon market conditions, the composition of its portfolio and
its operating expenses. These factors and possible differences in calculation
methods should be considered when comparing the Fund's investment results with
those published for other investment companies, other investment vehicles and
unmanaged indices. The Fund's results also should be considered relative to the
risks associated with its investment objective and policies. See "Investment
Results" in the Statement of Additional Information.
 
The Fund's annual report contains additional information with respect to its
performance. The annual report is available to investors upon request and free
of charge.
 
   
YEAR 2000 COMPLIANCE PROJECT. In providing services to the Fund, AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely on internal computer
systems as well as external computer systems provided by third parties. Some of
these systems were not originally designed to distinguish between the year 1900
and the year 2000. This inability, if not corrected, could adversely affect the
services AIM, AIM Distributors, the Transfer Agent and the Sub-adviser and
others provide the Fund and its shareholders.
    
 
To address this important issue, AIM, AIM Distributors, the Transfer Agent and
the Sub-adviser have undertaken a comprehensive Year 2000 Compliance Project
(the "Project"). The Project consists of four phases: (i) inventorying every
software and hardware system in use at AIM, AIM Distributors, the Transfer Agent
and the Sub-adviser, as well as remote, third-party systems on which AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely; (ii) identifying
those systems that may not function properly after December 31, 1999; (iii)
correcting or replacing
 
                               Prospectus Page 23
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
   
those systems that have been so identified; and (iv) testing the processing of
Fund data in all systems. Phase (i) has been completed; phase (ii) is
substantially completed; phase (iii) has commenced; and phase (iv) is expected
to commence during the third quarter of 1998. The Project is scheduled to be
completed by December 31, 1998. Following completion of the Project, AIM, AIM
Distributors and the Sub-adviser will review any systems subsequently acquired
to confirm that they are year 2000 compliant.
    
 
TRANSFER AGENT. Shareholder servicing, reporting and general transfer agent
functions for the Fund are performed by GT Global Investor Services, Inc. The
Transfer Agent is an affiliate of the Sub-adviser and AIM and maintains its
offices at California Plaza, 2121 North California Boulevard, Suite 450, Walnut
Creek, CA 94596.
 
CUSTODIAN. State Street Bank and Trust Company, 225 Franklin Street, Boston, MA
02110 is custodian of the Fund's assets.
 
COUNSEL. The law firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue,
N.W., Washington, D.C. 20036-1800, acts as counsel to the Company and the Fund.
Kirkpatrick & Lockhart LLP also acts as counsel to the Sub-adviser and the
Transfer Agent in connection with other matters.
 
   
INDEPENDENT ACCOUNTANTS. The Company's and the Fund's independent accountants
are Coopers & Lybrand L.L.P., One Post Office Square, Boston, MA 02109. Coopers
& Lybrand L.L.P. conducts an annual audit of the Fund, assists in the
preparation of the Fund's federal and state income tax returns, and consults
with the Company and the Fund as to matters of accounting, regulatory filings,
and federal and state income taxation.
    
 
MULTIPLE TRANSLATIONS OF THE PROSPECTUS. This Prospectus may be translated into
other languages. In the event of any inconsistency or ambiguity as to the
meaning of any word or phrase contained in a translation, the English text shall
prevail.
 
                               Prospectus Page 24
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
   
                        AIM GLOBAL GROWTH & INCOME FUND
    
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW, INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF INVESTING IN RELATED INDUSTRIES, PLEASE CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
                                     [LOGO]
 
  NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
  ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
  PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
  NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY AIM INVESTMENT FUNDS, INC.,
  AIM GLOBAL GROWTH & INCOME FUND, A I M ADVISORS, INC., INVESCO (NY), INC. OR
  A I M DISTRIBUTORS, INC. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
  SELL OR SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED
  HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
  OFFER IN SUCH JURISDICTION.
    
 
   
                                                                   GGI-PRO-2
    
<PAGE>
   
                    AIM EMERGING MARKETS FUND: ADVISOR CLASS
                 AIM LATIN AMERICAN GROWTH FUND: ADVISOR CLASS
    
                           PROSPECTUS -- JUNE 1, 1998
 
- --------------------------------------------------------------------------------
 
   
AIM EMERGING MARKETS FUND ("EMERGING MARKETS FUND") seeks long-term growth of
capital by investing primarily in equity securities of companies in emerging
markets.
    
 
   
AIM LATIN AMERICAN GROWTH FUND ("LATIN AMERICAN GROWTH FUND") seeks capital
appreciation by investing primarily in equity and debt securities of a broad
range of Latin American issuers.
    
 
   
There can be no assurance that the Emerging Markets Fund or the Latin American
Growth Fund (each a "Fund," and collectively, the "Funds") will achieve its
investment objective.
    
 
   
The Funds are managed by A I M Advisors, Inc. ("AIM") and are sub-advised and
sub-administered by INVESCO, (NY) Inc. (the Sub-adviser). AIM and the
Sub-adviser and their worldwide asset management affiliates provide investment
management and/or administrative services to institutional, corporate and
individual clients around the world. AIM and the Sub-adviser are both indirect
wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and its subsidiaries are
an independent investment management group that has a significant presence in
the institutional and retail segment of the investment management industry in
North America and Europe, and a growing presence in Asia.
    
 
The Funds are designed for long term investors and not as trading vehicles. The
Funds do not represent a complete investment program nor are they suitable for
all investors. The Funds may invest significantly in lower quality and unrated
foreign government bonds whose credit quality is generally considered the
equivalent of U.S. corporate debt securities commonly known as "junk bonds."
Investments of this type are subject to a greater risk of loss of principal and
interest. An investment in either Fund should be considered speculative and
subject to special risk factors, related primarily to the Funds' investments in
emerging markets and Latin America. Purchasers should carefully assess the risks
associated with an investment in either Fund.
 
Shares offered by this Prospectus are available for purchase only by certain
investors and are offered at net asset value without the imposition of a front-
end or contingent deferred sales charge or Rule 12b-1 fees.
 
   
This Prospectus sets forth concisely the information an investor should know
before investing and should be read carefully and retained for future reference.
A Statement of Additional Information for each Fund dated June 1, 1998, has been
filed with the Securities and Exchange Commission ("SEC") and, as supplemented
or amended from time to time, is incorporated by reference. The Statement of
Additional Information is available without charge by writing to the Funds at 50
California Street, 27th Floor, San Francisco, CA 94111, or by calling (800)
347-4246. It is also available, along with other related materials, on the SEC's
Internet web site (http://www.sec.gov).
    
 
FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED BY,
ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
 
An investment in either Fund offers the following advantages:
 
/ / Access to Securities Markets Around the World
 
/ / Professional Management by a Leading Sub-adviser with Offices in the World's
    Major Markets
 
/ / Automatic Dividend and Other Distribution Reinvestment
 
   
/ / Exchange Privileges with the Advisor Class of the Other AIM/GT Funds
    
 
   
FOR FURTHER INFORMATION CALL
(800) 824-1580 OR CONTACT YOUR
FINANCIAL ADVISER.
    
 
                                     [LOGO]
 
- ---------------------------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
     AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE
          COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF
                  THIS PROSPECTUS. ANY REPRESENTATION TO
                       THE CONTRARY IS A CRIMINAL
                                    OFFENSE.
 
                               Prospectus Page 1
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                               TABLE OF CONTENTS
- ------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                              Page
                                                                                            ---------
<S>                                                                                         <C>
Prospectus Summary........................................................................          3
Financial Highlights......................................................................          7
Investment Objectives and Policies........................................................         11
Risk Factors..............................................................................         16
How to Invest.............................................................................         21
How to Make Exchanges.....................................................................         23
How to Redeem Shares......................................................................         24
Shareholder Account Manual................................................................         26
Calculation of Net Asset Value............................................................         27
Dividends, Other Distributions and Federal Income Taxation................................         27
Management................................................................................         30
Other Information.........................................................................         33
</TABLE>
    
 
                               Prospectus Page 2
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                               PROSPECTUS SUMMARY
 
- --------------------------------------------------------------------------------
 
The following summary is qualified in its entirety by the more detailed
information appearing in the body of this Prospectus. Cross-references in the
summary are to headings in the body of this Prospectus.
 
   
<TABLE>
<S>                            <C>                                               <C>
The Funds:                     The  Emerging  Markets  Fund is  a  diversified  series, and  the  Latin  American Growth  Fund  is a
                               non-diversified series of AIM Investment Funds, Inc. (the "Company").
 
Investment Objectives:         The Emerging Markets Fund seeks long-term growth of capital.
                               The Latin American Growth Fund seeks capital appreciation.
 
Principal Investments:         The Emerging Markets Fund normally invests at least  65% of its total assets in equity securities  of
                               companies in emerging markets.
                               The  Latin American Growth Fund normally invests at least  65% of its total assets in equity and debt
                               securities issued by Latin American companies and governments.
 
Principal Risk Factors:        There is no assurance that  either Fund will achieve its  investment objective. The Funds' net  asset
                               values  will fluctuate,  reflecting fluctuations  in the  market value  of their  portfolio holdings.
                               Each Fund will  invest primarily  in foreign securities.  Investments in  foreign securities  involve
                               risks  relating  to  political and  economic  developments  abroad and  the  differences  between the
                               regulations to which  U.S. and foreign  issuers are  subject. Individual foreign  economies also  may
                               differ  favorably or unfavorably  from the U.S.  economy. Changes in  foreign currency exchange rates
                               will affect a Fund's net asset value, earnings and gains and losses realized on sales of  securities.
                               Securities  of foreign  companies may be  less liquid  and their prices  more volatile  than those of
                               securities of comparable U.S. companies.
                               Each Fund may  engage in certain  foreign currency, options  and futures transactions  to attempt  to
                               hedge  against the  overall level  of investment  and currency  risk associated  with its  present or
                               planned   investments.   Such   transactions   involve   certain   risks   and   transaction   costs.
                               The  Emerging Markets Fund may  invest up to 20%  of its total assets  in below investment grade debt
                               securities. There is no limitation on the percentage of the Latin American Growth Fund's total assets
                               that may be invested in such  securities. Investments of this type are  subject to a greater risk  of
                               loss of principal and interest.
                               See "Investment Objectives and Policies" and "Risk Factors."
 
Investment Managers:           AIM and the Sub-adviser and their worldwide asset management affiliates provide investment management
                               and/or  administrative services to institutional, corporate  and individual clients around the world.
                               AIM and the Sub-adviser are both indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and
                               its subsidiaries are an independent  investment management group that  has a significant presence  in
                               the  institutional and  retail segment  of the  investment management  industry in  North America and
                               Europe, and a growing presence in Asia. AIM was organized in 1976
</TABLE>
    
 
                               Prospectus Page 3
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
   
<TABLE>
<S>                            <C>                                               <C>
                               and, together with its affiliates, currently advises approximately 90 investment company  portfolios.
                               AIM  advises  the  Funds  and  other  investment company  portfolios  which  are  sub-advised  by the
                               Sub-adviser ("AIM/GT Funds") . On May 29,  1998, AMVESCAP PLC acquired the Asset Management  Division
                               of  Liechtenstein Global Trust AG,  which included the Sub-adviser  and certain other affiliates. AIM
                               also serves as the investment adviser  to other mutual funds, which  are not sub-advised by the  Sub-
                               adviser,  that are part of the AIM Family  of Funds-Registered Trademark- ("The AIM Family of Funds,"
                               and together with the AIM/GT Funds, the "AIM Funds").
 
Advisor Class Shares:          Advisor Class  shares are  offered  through this  Prospectus to  (a)  trustees or  other  fiduciaries
                               purchasing shares for employee benefit plans which are sponsored by organizations which have at least
                               1,000  employees; (b) any account with  assets of at least $10,000  if (i) a financial planner, trust
                               company, bank trust department or registered  investment adviser has investment discretion over  such
                               account,  and (ii)  the account  holder pays  such person  as compensation  for its  advice and other
                               services an annual fee of at least 0.50% on the assets in the account; (c) any account with assets of
                               a least $10,000 if (i) such account is established  under a "wrap fee" program, and (ii) the  account
                               holder pays the sponsor of such program an annual fee of at least 0.50% on the assets in the account;
                               (d)  accounts  advised  by INVESCO  (NY),  Inc. or  one  of  the companies  formerly  affiliated with
                               Liechtenstein Global Trust AG, provided such accounts were invested in Advisor Class shares of any of
                               the AIM/GT Funds on June 1, 1998; and (e) any of the companies composing or affiliated with  AMVESCAP
                               PLC.
 
Shares Available Through:      Advisor  Class shares are available  through Financial Advisers (as  defined herein) who have entered
                               into agreements with the Fund's distributor, A I M Distributors, Inc. ("AIM Distributors") or certain
                               of its affiliates. See "How to Invest" and "Shareholder Account Manual."
 
Exchange Privileges:           Advisor Class shares may  be exchanged for Advisor  Class shares of other  AIM/GT Funds. See "How  to
                               Make Exchanges" and "Shareholder Account Manual."
 
Redemptions:                   Shares may be redeemed through the Funds' Transfer Agent. See "How to Redeem Shares" and "Shareholder
                               Account Manual."
 
Dividends and Other            Dividends  are paid  annually from net  investment income  and realized net  short-term capital gain;
Distributions:                 other distributions are  paid annually  from net  capital gain and  net gains  from foreign  currency
                               transactions, if any.
 
Reinvestment:                  Dividends  and other  distributions may be  reinvested automatically  in Advisor Class  shares of the
                               distributing Fund or of other AIM/GT Funds.
</TABLE>
    
 
   
THE AIM FAMILY OF FUNDS, THE AIM FAMILY OF FUNDS AND DESIGN (I.E., THE AIM
LOGO), AIM AND DESIGN, AIM, AIM LINK, AIM INSTITUTIONAL FUNDS, AIMFUNDS.COM, LA
FAMILIA AIM DE FONDOS AND LA FAMILIA AIM DE FONDOS AND DESIGN ARE REGISTERED
SERVICE MARKS AND INVEST WITH DISCIPLINE AND AIM BANK CONNECTION ARE SERVICE
MARKS OF A I M MANAGEMENT GROUP INC.
    
 
                               Prospectus Page 4
<PAGE>
   
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
    
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
 
   
                           AIM EMERGING MARKETS FUND
    
 
SUMMARY OF INVESTOR COSTS. The expenses and maximum transaction costs associated
with investing in the Advisor Class shares of the Emerging Markets Fund are
reflected in the following tables (1):
 
   
<TABLE>
<CAPTION>
                                                                                                                  ADVISOR
                                                                                                                   CLASS
                                                                                                                -----------
<S>                                                                                                             <C>
SHAREHOLDER TRANSACTION COSTS:
  Maximum sales charge on purchases (as a % of offering price)................................................        None
  Sales charges on reinvested distributions to shareholders...................................................        None
  Maximum deferred sales charge (as a % of net asset value at time of purchase or sale, whichever is less)....        None
  Redemption charges..........................................................................................        None
  Exchange fees...............................................................................................        None
 
ANNUAL FUND OPERATING EXPENSES (2):
  (AS A % OF AVERAGE NET ASSETS)
  Investment management and administration fees...............................................................       0.98%
  12b-1 distribution and service fees.........................................................................        None
  Other expenses (after reimbursements).......................................................................       0.52%
                                                                                                                -----------
  Total Fund Operating Expenses...............................................................................       1.50%
                                                                                                                -----------
                                                                                                                -----------
</TABLE>
    
 
   
HYPOTHETICAL EXAMPLE OF EFFECT OF EXPENSES (3):
    
 
An investor would have directly or indirectly paid the following expenses at the
end of the periods shown on a $1,000 investment in the Fund, assuming a 5%
annual return:
 
   
<TABLE>
<CAPTION>
                                                              ONE    THREE   FIVE     TEN
                                                              YEAR   YEARS   YEARS   YEARS
                                                              ----   -----   -----   -----
<S>                                                           <C>    <C>     <C>     <C>
Advisor Class Shares........................................  $15    $ 48    $ 82    $180
</TABLE>
    
 
- --------------
   
(1) THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
    COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN THE FUND.
    
 
   
(2) Expenses are based on the Fund's fiscal year ended October 31, 1997 restated
    to reflect the current expense limits. "Other expenses" include custody,
    transfer agent, legal, audit and other operating expenses. AIM has
    undertaken to limit the Fund's expenses (exclusive of brokerage commissions,
    taxes, interest and extraordinary expenses) to the annual rate of 1.50% of
    the average daily net assets of the Fund's Advisor Class shares. Without
    reimbursements, "Other Expenses" and "Total Fund Operating Expenses" would
    have been 0.70% and 1.68%, respectively, for Advisor Class shares of the
    Fund. See "Management" herein and the Statement of Additional Information
    for more information. Investors purchasing Advisor Class shares through
    financial planners, trust companies, bank trust departments or registered
    investment advisers, or under a "wrap fee" program, will be subject to
    additional fees charged by such entities or by the sponsors of such
    programs. Where any account advised by one of the companies composing or
    affiliated with AMVESCAP PLC invests in Advisor Class shares of the Fund,
    such account shall not be subject to duplicative advisory fees.
    
 
   
(3) THE "HYPOTHETICAL EXAMPLE" IS NOT A REPRESENTATION OF PAST OR FUTURE
    EXPENSES. THE FUND'S ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN.
    The tables and the assumption in the Hypothetical Example of a 5% annual
    return are required by regulation of the SEC applicable to all mutual funds.
    The 5% annual return is not a prediction of and does not represent the
    Fund's projected or actual performance.
    
 
                               Prospectus Page 5
<PAGE>
   
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
    
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
 
   
                         AIM LATIN AMERICAN GROWTH FUND
    
 
   
SUMMARY OF INVESTOR COSTS. The expenses and maximum transaction costs associated
with investing in the Advisor Class shares of the Latin American Growth Fund are
reflected in the following tables (1):
    
 
   
<TABLE>
<CAPTION>
                                                                                                                  ADVISOR
                                                                                                                   CLASS
                                                                                                                -----------
<S>                                                                                                             <C>
SHAREHOLDER TRANSACTION COSTS:
  Maximum sales charge on purchases of shares (as a % of offering price)......................................        None
  Sales charges on reinvested distributions to shareholders...................................................        None
  Maximum deferred sales charge (as a % of net asset value at time of purchase or sale, whichever is less)....        None
  Redemption charges..........................................................................................        None
  Exchange fees:
    -- On first four exchanges each year......................................................................        None
    -- On each additional exchange............................................................................       $7.50
 
ANNUAL FUND OPERATING EXPENSES (2):
  (AS A % OF AVERAGE NET ASSETS)
  Investment management and administration fees...............................................................       0.98%
  12b-1 distribution and service fees.........................................................................        None
  Other expenses (after reimbursements).......................................................................       0.52%
                                                                                                                -----------
  Total Fund Operating Expenses...............................................................................       1.50%
                                                                                                                -----------
                                                                                                                -----------
</TABLE>
    
 
HYPOTHETICAL EXAMPLE OF EFFECT OF EXPENSES:
 
An investor would have directly or indirectly paid the following expenses at the
end of the periods shown on a $1,000 investment in the Fund, assuming a 5%
annual return:
 
   
<TABLE>
<CAPTION>
                                                                                           ONE    THREE   FIVE     TEN
                                                                                           YEAR   YEARS   YEARS   YEARS
                                                                                           ----   -----   -----   -----
<S>                                                                                        <C>    <C>     <C>     <C>
Advisor Class Shares.....................................................................  $15    $ 48    $ 82    $180
</TABLE>
    
 
- ------------------
(1) THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
    COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN THE FUND. THE "HYPOTHETICAL
    EXAMPLE" IS NOT A REPRESENTATION OF PAST OR FUTURE EXPENSES. THE FUND'S
    ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. The table and the
    assumption in the Hypothetical Example of a 5% annual return are required by
    regulation of the SEC applicable to all mutual funds. The 5% annual return
    is not a prediction of and does not represent the Fund's projected or actual
    performance.
 
   
(2) Expenses are based on the Fund's fiscal year ended October 31, 1997 restated
    to reflect AIM's undertaking to limit the Fund's expenses (exclusive of
    brokerage commissions, taxes, interest and extraordinary expenses) to the
    annual rate of 1.50% of the average daily net assets of the Fund's Advisor
    Class shares. "Other expenses" include custody, transfer agent, legal, audit
    and other operating expenses. Without reimbursements, "Other expenses" and
    "Total Fund Operating Expenses" would have been 0.58% and 1.56%,
    respectively, for Advisor Class shares of the Fund. See "Management" herein
    and the Statement of Additional Information for more information. Investors
    purchasing Advisor Class shares through financial planners, trust companies,
    bank trust departments or registered investment advisers, or under a "wrap
    fee" program, will be subject to additional fees charged by such entities or
    by the sponsors of such programs. Where any account advised by one of the
    companies composing or affiliated with AMVESCAP PLC invests in Advisor Class
    shares of the Fund, such account shall not be subject to duplicative
    advisory fees.
    
 
                               Prospectus Page 6
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
 
   
The tables below provide condensed financial information concerning income and
capital changes for one Class A and Advisor Class share of each Fund. This
information is supplemented by the financial statements and accompanying notes
appearing in the Statement of Additional Information. The financial statements
and notes, for the fiscal year ended October 31, 1997, have been audited by
Coopers & Lybrand L.L.P., independent accountants, whose report thereon also is
included in the Statement of Additional Information.
    
 
   
                           AIM EMERGING MARKETS FUND
                   (FORMERLY GT GLOBAL EMERGING MARKETS FUND)
    
 
<TABLE>
<CAPTION>
                                                                        CLASS A+
                                                    ------------------------------------------------
                                                                  YEAR ENDED OCT. 31,
                                                    ------------------------------------------------
                                                    1997(D)   1996(D)   1995(d)     1994      1993
                                                    --------  --------  --------  --------  --------
<S>                                                 <C>       <C>       <C>       <C>       <C>
Per share operating performance:
Net asset value, beginning of period..............  $  14.26  $  13.85  $  18.81  $  14.42  $  11.10
                                                    --------  --------  --------  --------  --------
Income from investment operations:
  Net investment income (loss)....................        --      0.11      0.13     (0.02)     0.02*
  Net realized and unrealized gain (loss) on
   investments....................................     (2.05)     0.30     (4.32)     4.68      3.38
                                                    --------  --------  --------  --------  --------
    Net increase (decrease) from investment
     operations...................................     (2.05)     0.41     (4.19)     4.66      3.40
                                                    --------  --------  --------  --------  --------
Distributions:
  From net investment income......................        --        --        --     (0.01)    (0.08)
  From net realized gain on investments...........        --        --     (0.77)    (0.26)       --
  In excess of net investment income..............     (0.01)       --        --        --        --
                                                    --------  --------  --------  --------  --------
    Total distributions...........................     (0.01)       --     (0.77)    (0.27)    (0.08)
                                                    --------  --------  --------  --------  --------
Net asset value, end of period....................  $  12.20  $  14.26  $  13.85  $  18.81  $  14.42
                                                    --------  --------  --------  --------  --------
                                                    --------  --------  --------  --------  --------
Total investment return (c).......................  (14.45)%     2.96%  (23.04)%    32.58%     30.9%
                                                    --------  --------  --------  --------  --------
                                                    --------  --------  --------  --------  --------
Ratios and supplemental data:
Net assets, end of period (in 000's)..............  $113,319  $224,964  $252,457  $417,322  $187,808
Ratio of net investment income (loss) to average
  net assets......................................   (0.01)%     0.76%     0.89%   (0.11)%      0.1%*
Ratio of expenses to average net assets:
  With expense reductions.........................     2.10%     1.96%     2.12%     2.06%      2.4%*(b)
  Without expense reductions......................     2.18%     2.08%     2.14%       N/A       N/A
Portfolio turnover rate +++.......................      150%      104%      114%      100%       99%
Average commission rate per share on paid
  portfolio transactions +++......................  $ 0.0015  $ 0.0040       N/A       N/A       N/A
</TABLE>
 
- --------------
+   All capital shares issued and outstanding as of March 31, 1993 were
    reclassified as Class A shares.
 
+++ Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing between the classes of shares
    issued.
 
*   Includes reimbursement by the Sub-adviser of Fund operating expenses of
    $0.02 for the year ended October 31, 1993 and for the period from May 18,
    1992 (commencement of operations) to October 31, 1992. Without such
    reimbursements, the expense ratios would have been 2.61% and 2.91% and the
    ratio of net investment income to average net assets would have been 0.36%
    and 1.21% for the year ended October 31, 1993 and for the period from May
    18, 1992 (commencement of operations) to October 31, 1992, respectively.
 
(a) Not annualized.
 
(b) Annualized.
 
(c) Total investment return does not include sales charges.
 
(d) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
N/A Not Applicable.
 
                               Prospectus Page 7
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
   
                           AIM EMERGING MARKETS FUND
                                  (CONTINUED)
    
 
<TABLE>
<CAPTION>
                                                        CLASS A+                ADVISOR CLASS***
                                                    ----------------   -----------------------------------
                                                      MAY 18, 1992
                                                     (COMMENCEMENT     YEAR ENDED OCT. 31,    JUNE 1, 1995
                                                     OF OPERATIONS)                                TO
                                                           TO          --------------------     OCT. 31,
                                                     OCT. 31, 1992     1997(D)    1996(D)         1995
                                                    ----------------   --------  ----------   ------------
<S>                                                 <C>                <C>       <C>          <C>
Per share operating performance:
Net asset value, beginning of period..............      $ 11.43        $  14.38   $   13.88      $14.71
                                                       --------        --------  ----------   ------------
Income from investment operations:
  Net investment income (loss)....................         0.07            0.05        0.18        0.08
  Net realized and unrealized gain (loss) on
   investments....................................        (0.40)          (2.05)       0.32       (0.91)
                                                       --------        --------  ----------   ------------
    Net increase (decrease) from investment
     operations...................................        (0.33)          (2.00)       0.50       (0.83)
                                                       --------        --------  ----------   ------------
Distributions:
  From net investment income......................                        (0.03)         --          --
  From net realized gain on investments...........           --              --          --          --
  In excess of net investment income..............           --           (0.08)         --          --
                                                       --------        --------  ----------   ------------
    Total distributions...........................           --           (0.11)         --          --
                                                       --------        --------  ----------   ------------
Net asset value, end of period....................      $ 11.10        $  12.27   $   14.38      $13.88
                                                       --------        --------  ----------   ------------
                                                       --------        --------  ----------   ------------
Total investment return (c).......................       (2.9)%(a)     (14.05)%       3.60%     (5.71)%(a)
                                                       --------        --------  ----------   ------------
                                                       --------        --------  ----------   ------------
Ratios and supplemental data:
Net assets, end of period (in 000's)..............      $84,558        $  1,924   $   3,139      $1,675
Ratio of net investment income (loss) to average
  net assets......................................         1.7%*(b)       0.49%       1.26%       1.39%(b)
Ratio of expenses to average net assets:
  With expense reductions.........................         2.4%*(b)       1.60%       1.46%       1.62%(b)
  Without expense reductions......................          N/A           1.68%       1.58%       1.64%(b)
Portfolio turnover rate +++.......................          32%(b)         150%        104%        114%
Average commission rate per share paid on
  portfolio transactions +++......................          N/A        $ 0.0015   $  0.0040         N/A
</TABLE>
 
- --------------
+++ Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing between the classes of shares
    issued.
 
**  Includes reimbursement by the Sub-adviser of Fund operating expenses of
    $0.02. Without such reimbursements, the expense ratio would have been 3.11%
    and the ratio of net investment income to average net assets would have been
    (0.61)%.
 
*** Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 
(a) Not annualized.
 
(b) Annualized.
 
(c) Total investment return does not include sales charges.
 
(d) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
N/A Not Applicable.
 
                         ------------------------------
 
<TABLE>
<CAPTION>
                                                 AVERAGE MONTHLY
                                                  AMOUNT OF DEBT      AVERAGE MONTHLY       AVERAGE AMOUNT
                                AMOUNT OF DEBT     OUTSTANDING     NUMBER OF REGISTRANT'S    OF DEBT PER
                                OUTSTANDING AT      DURING THE       SHARES OUTSTANDING      SHARE DURING
YEAR ENDED                       END OF PERIOD        PERIOD         DURING THE PERIOD        THE PERIOD
- ------------------------------  ---------------  ----------------  ----------------------  ----------------
<S>                             <C>              <C>               <C>                     <C>
October 31, 1997..............    $6,184,000        $2,568,627           26,177,077            $0.0981
</TABLE>
 
                               Prospectus Page 8
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
 
   
                         AIM LATIN AMERICAN GROWTH FUND
                 (FORMERLY GT GLOBAL LATIN AMERICA GROWTH FUND)
    
 
<TABLE>
<CAPTION>
                                                                             CLASS A+
                                                    ----------------------------------------------------------
                                                                       YEAR ENDED OCT. 31,
                                                    ----------------------------------------------------------
                                                    1997(a)   1996(a)   1995(a)   1994(a)   1993(a)     1992
                                                    --------  --------  --------  --------  --------  --------
<S>                                                 <C>       <C>       <C>       <C>       <C>       <C>
Per Share Operating Performance:
Net asset value, beginning of period..............  $  17.95  $  15.38  $  26.11  $  19.78  $  15.59  $  16.45
                                                    --------  --------  --------  --------  --------  --------
Income from investment operations:
  Net investment income (loss)....................      0.11      0.09      0.15     (0.08)     0.18      0.25
  Net realized and unrealized gain (loss) on
   investments....................................      1.44      2.59     (9.28)     6.75      5.21     (0.98)
                                                    --------  --------  --------  --------  --------  --------
    Net increase (decrease) from investment
     operations...................................      1.55      2.68     (9.13)     6.67      5.39     (0.73)
                                                    --------  --------  --------  --------  --------  --------
Distributions:
  From net investment income......................        --     (0.08)       --     (0.19)    (0.12)    (0.13)
  From net realized gain on investments...........        --        --     (1.60)    (0.15)    (1.08)       --
  In excess of net investment income..............        --     (0.03)       --        --        --        --
                                                    --------  --------  --------  --------  --------  --------
    Total distributions...........................               (0.11)    (1.60)    (0.34)    (1.20)    (0.13)
                                                    --------  --------  --------  --------  --------  --------
Net asset value, end of period....................  $  19.50  $  17.95  $  15.38  $  26.11  $  19.78  $  15.59
                                                    --------  --------  --------  --------  --------  --------
                                                    --------  --------  --------  --------  --------  --------
Total investment return (d).......................     8.52%    17.52%  (37.16)%    34.10%     37.1%    (4.5)%
                                                    --------  --------  --------  --------  --------  --------
                                                    --------  --------  --------  --------  --------  --------
 
Ratios and supplemental data:
Net assets, end of period (in 000's)..............  $159,496  $177,373  $182,462  $336,960  $129,280  $ 94,085
Ratio of net investment income (loss) to average
  net assets......................................     0.52%     0.46%     0.86%   (0.29)%      1.3%*     1.3%*
Ratio of expenses to average net assets:
  With expense reductions.........................     1.96%     2.03%     2.11%     2.04%      2.4%*     2.4%*
  Without expense reductions......................     2.06%     2.10%     2.12%       N/A       N/A       N/A
Portfolio turnover rate +++.......................      130%      101%      125%      155%      112%      159%
Average commission rate per share paid on
  portfolio transactions +++......................  $ 0.0007  $ 0.0005       N/A       N/A       N/A       N/A
</TABLE>
 
- --------------
+   All capital shares issued and outstanding as of March 31, 1993 were
    reclassified as Class A shares.
 
+++ Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing between the classes of shares
    issued.
 
*   Includes reimbursement by the Sub-adviser of Fund operating expenses of
    $0.02, $0.04 and $0.01 for the years ended October 31, 1993 and 1992 and for
    the period from August 13, 1991 to October 31, 1991, respectively. Without
    such reimbursements, the expense ratios would have been 2.49%, 2.62% and
    3.42% and the ratios of net investment income to average net assets would
    have been 1.25%, 1.07% and 0.l5% for the years ended October 31, 1993 and
    1992 and for the period from August 31, 1991 to October 31, 1991,
    respectively.
 
(a) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
(b) Not annualized.
 
(c)  Annualized.
 
(d) Total investment return does not include sales charges.
 
N/A Not Applicable.
 
                               Prospectus Page 9
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
   
                         AIM LATIN AMERICAN GROWTH FUND
                                  (CONTINUED)
    
 
<TABLE>
<CAPTION>
                                              CLASS A+                 ADVISOR CLASS**
                                          ----------------   -----------------------------------
                                           AUG. 13, 1991
                                           (COMMENCEMENT     YEAR ENDED OCT. 31,    JUNE 1, 1995
                                           OF OPERATIONS)                                TO
                                                 TO          --------------------     OCT. 31,
                                           OCT. 31, 1991     1997(A)    1996(A)         1995
                                          ----------------   --------  ----------   ------------
<S>                                       <C>                <C>       <C>          <C>
Per Share Operating Performance:
Net asset value, beginning of period....      $  14.29       $  17.94   $   15.40     $ 15.95
                                          ----------------   --------  ----------   ------------
Income from investment operations:
  Net investment income (loss)..........          0.01           0.19        0.17        0.09
  Net realized and unrealized gain
   (loss) on investments................          2.15           1.44        2.58       (0.64)
                                          ----------------   --------  ----------   ------------
    Net increase (decrease) from
     investment operations..............          2.16           1.63        2.75       (0.55)
                                          ----------------   --------  ----------   ------------
Distributions:
  From net investment income............            --             --       (0.14)         --
  From net realized gain on
   investments..........................            --             --          --          --
  In excess of net investment income....            --             --       (0.07)         --
                                          ----------------   --------  ----------   ------------
    Total distributions.................            --             --       (0.21)         --
                                          ----------------   --------  ----------   ------------
Net asset value, end of period..........      $  16.45       $  19.57   $   17.94     $ 15.40
                                          ----------------   --------  ----------   ------------
                                          ----------------   --------  ----------   ------------
Total investment return (d).............         15.1%(b)       8.91%      18.16%     (3.45)%(b)
                                          ----------------   --------  ----------   ------------
                                          ----------------   --------  ----------   ------------
 
Ratios and supplemental data:
Net assets, end of period (in 000's)....      $125,038       $    636   $     818     $   369
Ratio of net investment income (loss) to
  average net assets....................          1.2%*(c)      1.02%       0.96%       1.36%(c)
Ratio of expenses to average net assets:
  With expense reductions...............          2.4%*(c)      1.46%       1.53%       1.61%(c)
  Without expense reductions............           N/A          1.56%       1.60%       1.62%(c)
Portfolio turnover rate +++.............          None           130%        101%        125%
Average commission rate per share paid
  on portfolio transactions +++.........           N/A       $ 0.0007   $  0.0005         N/A
</TABLE>
 
- --------------
+++ Portfolio turnover and average commission rates are calculated on the basis
    of the Fund as a whole without distinguishing between the classes of shares
    issued.
 
**  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 
(a) These selected per share data were calculated based upon average shares
    outstanding during the period.
 
(b) Not annualized.
 
(c) Annualized.
 
(d) Total investment return does not include sales charges.
 
N/A Not Applicable.
 
                         ------------------------------
 
<TABLE>
<CAPTION>
                                                 AVERAGE MONTHLY
                                                  AMOUNT OF DEBT      AVERAGE MONTHLY       AVERAGE AMOUNT
                                AMOUNT OF DEBT     OUTSTANDING     NUMBER OF REGISTRANT'S    OF DEBT PER
                                OUTSTANDING AT      DURING THE       SHARES OUTSTANDING      SHARE DURING
YEAR ENDED                       END OF PERIOD        PERIOD         DURING THE PERIOD        THE PERIOD
- ------------------------------  ---------------  ----------------  ----------------------  ----------------
<S>                             <C>              <C>               <C>                     <C>
October 31, 1997..............    $3,238,000        $1,519,383           16,973,475            $0.0895
</TABLE>
 
                               Prospectus Page 10
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                             INVESTMENT OBJECTIVES
                                  AND POLICIES
 
- --------------------------------------------------------------------------------
 
EMERGING MARKETS FUND
The Emerging Markets Fund's investment objective is long-term growth of capital.
Under normal circumstances, the Emerging Markets Fund seeks its objective by
investing at least 65% of its total assets in equity securities of companies in
emerging markets. The Emerging Markets Fund may invest in the following types of
equity securities: common stock, preferred stock, securities convertible into
common stock, rights and warrants to acquire such securities and substantially
similar forms of equity with comparable risk characteristics.
 
For purposes of the Emerging Markets Fund's operations, "emerging markets"
consist of all countries determined by the Sub-adviser to have developing or
emerging economies and markets. These countries generally include every country
in the world except the United States, Canada, Japan, Australia, New Zealand and
most countries located in Western Europe. See "Investment Objective and
Policies" in the Statement of Additional Information for a complete list of all
the countries that the Emerging Markets Fund does not consider to be emerging
markets.
 
For purposes of the Emerging Markets Fund's policy of normally investing at
least 65% of its total assets in equity securities of issuers in emerging
markets, the Emerging Markets Fund will consider investment in the following
emerging markets:
 
<TABLE>
<S>               <C>            <C>
  Algeria         Hong Kong      Peru
  Argentina       Hungary        Philippines
  Bolivia         India          Poland
  Botswana        Indonesia      Portugal
  Brazil          Israel         Republic of
  Bulgaria        Ivory Coast    Slovakia
  Chile           Jamaica        Russia
  China           Jordan         Singapore
  Colombia        Kazakhstan     Slovenia
  Costa Rica      Kenya          South Africa
  Cyprus          Lebanon        South Korea
  Czech           Malaysia       Sri Lanka
   Republic       Mauritius      Swaziland
  Dominican       Mexico         Taiwan
   Republic       Morocco        Thailand
  Ecuador         Nicaragua      Turkey
  Egypt           Nigeria        Ukraine
  El Salvador     Oman           Uruguay
  Finland         Pakistan       Venezuela
  Ghana           Panama         Zambia
  Greece          Paraguay       Zimbabwe
</TABLE>
 
Although the Emerging Markets Fund considers each of the above-listed countries
eligible for investment, it will not be invested in all such markets at all
times. Moreover, investing in some of those markets currently may not be
desirable or feasible, due to the lack of adequate custody arrangements for the
Emerging Markets Fund's assets, overly burdensome repatriation and similar
restrictions, the lack of organized and liquid securities markets, unacceptable
political risks or for other reasons.
 
As used in this Prospectus, an issuer in an emerging market is an entity: (i)
for which the principal securities trading market is an emerging market, as
defined above; (ii) that (alone or on a consolidated basis) derives 50% or more
of its total revenues from business in emerging markets, provided that, in the
Sub-adviser's view, the value of such issuer's securities will tend to reflect
emerging market development to a greater extent than developments elsewhere; or
(iii) organized under the laws of, or with a principal office in, an emerging
market.
 
The Emerging Markets Fund may also invest up to 35% of its total assets in (i)
debt securities of government or corporate issuers in emerging markets; (ii)
equity and debt securities of issuers in developed countries, including the
United States; (iii) securities of issuers in emerging markets not included in
the list of emerging markets above, if investing therein becomes feasible and
desirable subsequent to the date of this Prospectus; and (iv) cash and money
market instruments.
 
The Emerging Markets Fund invests in those emerging markets that the Sub-adviser
believes have strongly developing economies and in which the markets are
becoming more sophisticated. In selecting investments, the Sub-adviser seeks to
identify those countries and industries where economic and political factors,
including currency movements, are likely to produce above-average growth rates.
The Sub-adviser then invests in those companies in such countries and industries
that are best positioned and managed to take advantage of these economic and
political factors. The Emerging Markets Fund ordinarily will be invested in the
securities of issuers in at least three different
 
                               Prospectus Page 11
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
emerging markets. In evaluating investments in securities of issuers in
developed markets, the Sub-adviser will consider, among other things, the
business activities of the issuer in emerging markets and the impact that
developments in emerging markets are likely to have on the issuer.
 
The Sub-adviser believes that the issuers of securities in emerging markets
often have sales and earnings growth rates that exceed those in developed
countries and that such growth rates may in turn be reflected in more rapid
share price appreciation. Accordingly, the Sub-adviser believes that the
Emerging Markets Fund's policy of investing in equity securities of companies in
emerging markets may enable the Fund to achieve results superior to those
produced by mutual funds with similar objectives that invest solely in equity
securities of issuers domiciled in the United States and/or in other developed
markets.
 
INVESTMENTS IN DEBT SECURITIES. The Emerging Markets Fund may invest in debt
securities of governmental and corporate issuers in emerging markets. Emerging
market debt securities often are rated below investment grade or not rated by
U.S. rating agencies. The Emerging Markets Fund may invest up to 20% of its
total assets in debt securities rated below investment grade. Investment in
below investment grade debt securities involves a high degree of risk and can be
speculative. These debt securities are the equivalent of high yield, high risk
bonds, commonly known as "junk bonds." See "Risk Factors -- Risks Associated
with Debt Securities."
 
If the rating of a debt security held by the Emerging Markets Fund drops below a
minimum rating considered acceptable by the Sub-adviser, the Fund will dispose
of any such security as soon as practicable and consistent with the best
interests of the Fund and its shareholders.
 
Growth of capital in debt securities may arise as a result of favorable changes
in relative foreign exchange rates, in relative interest rate levels and/ or in
the creditworthiness of issuers. The receipt of income from debt securities
owned by the Emerging Markets Fund is incidental to its objective of long-term
growth of capital.
 
   
TEMPORARY DEFENSIVE STRATEGIES. In the interest of preserving shareholders'
capital, the Sub-adviser may employ a temporary defensive investment strategy if
it determines such a strategy to be warranted due to market, economic, or
political conditions. Under a defensive strategy, the Emerging Markets Fund
temporarily may invest up to 100% of its assets in cash (U.S. dollars, foreign
currencies, multinational currency units) and/or high quality debt securities or
money market instruments of U.S. or foreign issuers. In addition, for temporary
defensive purposes, most or all of its investments may be made in the United
States and denominated in U.S. dollars. To the extent the Fund employs a
temporary defensive strategy, it will not be invested so as to achieve directly
its investment objective. In addition, pending investment of proceeds from new
sales of Fund shares or to meet ordinary daily cash needs, the Fund temporarily
may hold cash (U.S. dollars, foreign currencies or multinational currency units)
and may invest any portion of its assets in money market instruments. For a
description of money market instruments, see "Temporary Defensive Strategies" in
the Investment Objective and Policies section of the Statement of Additional
Information.
    
 
   
LATIN AMERICAN GROWTH FUND
    
   
The Latin American Growth Fund's investment objective is capital appreciation.
The Fund normally invests at least 65% of its total assets in the securities of
a broad range of Latin American issuers. The Fund may invest in common stock,
preferred stock, rights, warrants and securities convertible into common stock,
and other substantially similar forms of equity securities with comparable risk
characteristics, as well as bonds, notes, debentures or other forms of
indebtedness that may be developed in the future. Normally, the Fund will invest
a majority of its assets in equity securities. The Fund may also invest up to
35% of its total assets in a combination of equity and debt securities of U.S.
issuers.
    
 
   
For purposes of this Prospectus, unless otherwise indicated, the Latin American
Growth Fund defines Latin America to include the following countries: Argentina,
the Bahamas, Barbados, Belize, Bolivia, Brazil, Chile, Colombia, Costa Rica,
Dominican Republic, Ecuador, El Salvador, French Guiana, Guatemala, Guyana,
Haiti, Honduras, Jamaica, Mexico, the Netherlands Antilles, Nicaragua, Panama,
Paraguay, Peru, Suriname, Trinidad and Tobago, Uruguay and Venezuela. Under
current market conditions, the Latin American Growth Fund expects to invest
primarily in securities issued by companies and governments in Mexico, Chile,
Brazil and Argentina. The Fund may invest more than 25% of its total assets in
any of these four countries but does not expect to invest more than 60% of its
total assets in any one country.
    
 
                               Prospectus Page 12
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
   
The Latin American Growth Fund defines securities of Latin American issuers to
include: (a) securities of companies organized under the laws of, or having a
principal office located in, a Latin American country; (b) securities of
companies that derive 50% or more of their total revenues from business in Latin
America, provided that, in the Sub-adviser's view, the value of such issuers'
securities reflect Latin American developments to a greater extent than
developments elsewhere; (c) securities issued or guaranteed by the government of
a country in Latin America, its agencies or instrumentalities, or
municipalities, or the central bank of such country; (d) U.S. dollar-denominated
securities or securities denominated in a Latin American currency issued by
companies to finance operations in Latin America; and (e) securities of Latin
American issuers, as defined herein, in the form of depositary shares. For
purposes of the foregoing definition, the Fund's purchases of securities issued
by companies outside of Latin America to finance their Latin American operations
will be limited to securities the performance of which is materially related to
such company's Latin American activities.
    
 
In allocating investments among the various Latin American countries, the
Sub-adviser looks principally at the stage of industrialization, potential for
productivity gains through economic deregulation, the impact of financial
liberalization and monetary conditions and the political outlook in each
country. In allocating assets between equity and debt securities, the
Sub-adviser will consider, among other factors: the level and anticipated
direction of interest rates; expected rates of economic growth and corporate
profits growth; changes in Latin American government policy including regulation
governing industry, trade, financial markets, and foreign and domestic
investment; substance and likely development of government finances; and the
condition of the balance of payments and changes in the terms of trade. In
evaluating investments in securities of U.S. issuers, the Sub-adviser will
consider, among other factors, the issuer's Latin American business activities
and the impact that development in Latin America may have on the issuer's
operations and financial condition.
 
   
Certain sectors of the economies of certain Latin American countries are closed
to equity investments by foreigners. Further, due to the absence of securities
markets and publicly owned corporations and due to restrictions on direct
investment by foreign entities in certain Latin American countries, the Latin
American Growth Fund may be able to invest in such countries solely or primarily
through governmentally approved investment vehicles or companies. In addition,
the portion of the Fund's assets invested directly in Chile may be less than the
portion invested in other Latin American countries because, at present, capital
directly invested in Chile normally cannot be repatriated for at least one year.
As a result, the Fund currently intends to limit most of its Chilean investments
to indirect investments through American Depositary Receipts ("ADRs") and
established Chilean investment companies, the shares of which are not subject to
repatriation restrictions.
    
 
   
INVESTMENTS IN DEBT SECURITIES. Under normal circumstances, the Latin American
Growth Fund may invest up to 50% of its total assets in debt securities. There
is no limitation on the percentage of its assets that may be invested in debt
securities that are rated below investment grade. Investment in below investment
grade debt securities involves a high degree of risk and can be speculative.
These debt securities are the equivalent of high yield, high risk bonds,
commonly known as "junk bonds." Most debt securities in which the Fund will
invest are not rated; if rated, it is expected that such ratings would be below
investment grade. However, the Fund will not invest in debt securities that are
in default in payment as to principal or interest. See "Risk Factors -- Risks
Associated with Debt Securities."
    
 
   
The Latin American Growth Fund may invest in "Brady Bonds," which are debt
restructurings that provide for the exchange of cash and loans for newly issued
bonds. Brady Bonds have been issued by the countries of Albania, Argentina,
Brazil, Bulgaria, Costa Rica, Dominican Republic, Ecuador, Ivory Coast, Jordan,
Mexico, Nigeria, Panama, Peru, Philippines, Poland, Uruguay, Venezuela and
Vietnam, and are expected to be issued by other emerging market countries. As of
the date of this Prospectus, the Fund is not aware of the occurrence of any
payment defaults on Brady Bonds. Investors should recognize, however, that Brady
Bonds, do not have a long payment history. In addition, Brady Bonds are often
rated below investment grade.
    
 
The Fund may invest in either collateralized or uncollateralized Brady Bonds.
U.S. dollar-denominated, collateralized Brady Bonds, which may be fixed rate par
bonds or floating rate discount bonds, are collateralized in full as to
principal by U.S. Treasury zero coupon bonds having the same
 
                               Prospectus Page 13
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
maturity as the bonds. Interest payments on such bonds generally are
collateralized by cash or securities in an amount that, in the case of fixed
rate bonds, is equal to at least one year of rolling interest payments or, in
the case of floating rate bonds, initially is equal to at least one year's
rolling interest payments based on the applicable interest rate at the time of
issuance and is adjusted at regular intervals thereafter.
 
   
Capital appreciation in debt securities may arise as a result of a favorable
change in relative foreign exchange rates, in relative interest rate levels,
and/ or in the creditworthiness of issuers. The receipt of income from debt
securities owned by the Latin American Growth Fund is incidental to its
objective of capital appreciation.
    
 
   
TEMPORARY DEFENSIVE STRATEGIES. The Latin American Growth Fund may invest up to
100% of its assets in cash (U.S. dollars, foreign currencies, multinational
units) and/or high quality debt securities or money market instruments to
generate income to defray its expenses, for temporary defensive purposes and
pending investment in accordance with its investment objective and policies. In
addition, the Fund may be primarily invested in U.S. securities for temporary
defensive purposes or pending investment of the proceeds of sales of new Fund
shares. The Fund may assume a temporary defensive position when, due to
political, market or other factors broadly affecting Latin American markets, the
Sub-adviser determines that opportunities for capital appreciation in those
markets would be significantly limited over an extended period or that investing
in those markets presents undue risk of loss. For a full description of money
market instruments, see "Temporary Defensive Strategies" in the Statement of
Additional Information.
    
 
   
ADDITIONAL INVESTMENT POLICIES OF EMERGING MARKETS FUND AND LATIN AMERICAN
GROWTH FUND
    
 
INVESTMENT IN OTHER INVESTMENT COMPANIES OR VEHICLES. The Funds may be able to
invest in certain countries solely or primarily through governmentally
authorized investment vehicles or companies, some of which may be investment
vehicles or companies that are advised by the Sub-adviser or its affiliates
("Affiliated Funds"). Pursuant to the Investment Company Act of 1940 (the "1940
Act"), a Fund generally may invest up to 10% of its total assets in the
aggregate in shares of other investment companies and up to 5% of its total
assets in any one investment company, as long as each investment does not
represent more than 3% of the outstanding voting stock of the acquired
investment company at the time of investment.
 
   
Investment in other investment companies may involve the payment of substantial
premiums above the value of such investment companies' portfolio securities and
is subject to limitations under the 1940 Act and market availability. The Funds
do not intend to invest in such investment companies unless, in the judgment of
the Sub-adviser, the potential benefits of such investment justify the payment
of any applicable premium or sales charge. As a shareholder in an investment
company, a Fund would bear its ratable share of that investment company's
expenses, including its advisory and administration fees. At the same time the
Fund would continue to pay its own management fees and other expenses. AIM and
the Sub-adviser will waive their advisory fees to the extent that a Fund invests
in an Affiliated Fund.
    
 
SECURITIES LENDING. The Funds may lend their portfolio securities to
broker/dealers or to other institutional investors. Securities lending allows a
Fund to retain ownership of the securities loaned and, at the same time,
enhances a Fund's total return. At all times a loan is outstanding, a Fund's
borrower must maintain with the Fund's custodian collateral consisting of cash,
U.S. government securities or certain irrevocable letters of credit equal to the
value of the borrowed securities, plus any accrued interest or such other
collateral as permitted by a Fund's investment program and regulatory agencies,
and as approved by the Board. Each Fund limits its loans of portfolio securities
to an aggregate of 30% of the value of its total assets, measured at the time
any such loan is made. The risks in lending portfolio securities, as with other
extensions of secured credit, consist of possible delays in receiving additional
collateral or in recovery of the loaned securities and possible loss of rights
in the collateral should the borrower fail financially.
 
PRIVATIZATIONS. The governments in some emerging markets and Latin American
countries have been engaged in programs of selling part or all of their stakes
in government owned or controlled enterprises ("privatizations"). The
Sub-adviser believes that privatizations may offer opportunities for significant
capital appreciation and intends to invest assets of the Funds in privatizations
in appropriate circumstances. In certain emerging markets and
 
                               Prospectus Page 14
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
Latin American countries, the ability of foreign entities such as the Funds to
participate in privatizations may be limited by local law, or the terms on which
the Funds may be permitted to participate may be less advantageous than those
afforded local investors. There can be no assurance that Latin American
governments and governments in emerging markets will continue to sell companies
currently owned or controlled by them or that privatization programs will be
successful.
 
BORROWING. It is a fundamental policy of each Fund that it may borrow an amount
up to 33 1/3% of its total assets in order to meet redemption requests.
Borrowing may cause greater fluctuation in the value of the Funds' shares than
would be the case if the Funds did not borrow, but also may enable the Funds to
retain favorable securities positions rather than liquidating such positions to
meet redemptions. It is a nonfundamental policy of each Fund, that the Funds
will not purchase securities during times when outstanding borrowings represent
5% or more of each Fund's total assets.
 
WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES. The Funds may purchase debt
securities on a "when-issued" basis and may purchase or sell such securities on
a "forward commitment" basis in order to hedge against anticipated changes in
interest rates and prices. The price, which is generally expressed in yield
terms, is fixed at the time the commitment is made, but delivery and payment for
the securities take place at a later date. When-issued securities and forward
commitments may be sold prior to the settlement date, but the Funds will
purchase or sell when-issued securities and forward commitments only with the
intention of actually receiving or delivering the securities, as the case may
be. No income accrues on securities that have been purchased pursuant to a
forward commitment or on a when-issued basis prior to delivery to the Funds. If
a Fund disposes of the right to acquire a when-issued security prior to its
acquisition or disposes of its right to deliver or receive against a forward
commitment, it may incur a gain or loss. At the time the Funds enter into a
transaction on a when-issued or forward commitment basis, that Fund will
segregate cash or liquid securities equal to the value of the when-issued or
forward commitment securities with its custodian bank and will mark to market
daily such assets. There is a risk that the securities may not be delivered and
that the Funds may incur a loss.
 
OPTIONS, FUTURES AND FORWARD CURRENCY TRANSACTIONS. Each Fund may use forward
currency contracts, futures contracts, options on securities, options on
indices, options on currencies and options on futures contracts to attempt to
hedge against the overall level of investment risk normally associated with the
portfolio. These instruments are often referred to as "derivatives," which may
be defined as financial instruments whose performance is derived, at least in
part, from the performance of another asset (such as a security, currency or an
index of securities). Each Fund may enter into such instruments up to the full
value of its portfolio assets. See "Risk Factors -- Options, Futures and Forward
Currency Transactions" herein and "Options, Futures and Currency Strategies" in
the Statement of Additional Information.
 
To attempt to hedge against adverse movements in exchange rates between
currencies, each Fund may enter into forward currency contracts for the purchase
or sale of a specified currency at a specified future date. Such contracts may
involve the purchase or sale of a foreign currency against the U.S. dollar or
may involve two foreign currencies. Each Fund may enter into forward currency
contracts either with respect to specific transactions or with respect to its
portfolio positions. Each Fund also may purchase and sell put and call options
on currencies, futures contracts on currencies and options on such futures
contracts to hedge against movements in exchange rates.
 
Only a limited market, if any, currently exists for options and futures
transactions relating to currencies of most emerging markets and most Latin
American markets, to securities denominated in such currencies or to securities
of issuers domiciled or principally engaged in business in such emerging
markets. To the extent that such a market does not exist, the Sub-adviser may
not be able to effectively hedge its investment in such markets.
 
Each Fund may purchase and sell put and call options on securities to hedge
against the risk of fluctuations in the prices of securities held by the Fund or
that the Sub-adviser intends to include in the Fund's portfolio. The Funds also
may purchase and sell put and call options on indices to hedge against overall
fluctuations in the securities markets generally or in a specific market sector.
 
Further, a Fund may sell stock index futures contracts and may purchase put
options or write call options on such futures contracts to protect against
 
                               Prospectus Page 15
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
a general stock market decline or a decline in a specific market sector that
could adversely affect the Fund's portfolio. A Fund also may purchase stock
index futures contracts and purchase call options or write put options on such
contracts to hedge against a general stock market or market sector advance and
thereby attempt to lessen the cost of future securities acquisitions. A Fund may
use interest rate futures contracts and options thereon to hedge the debt
portion of its portfolio against changes in the general level of interest rates.
 
   
OTHER INFORMATION. The investment objective of the Emerging Markets Fund and of
the Latin American Growth Fund may not be changed without the approval of a
majority of the respective Fund's outstanding voting securities. A "majority of
the Fund's outstanding voting securities" means the lesser of (i) 67% of the
shares represented at a meeting at which more than 50% of the outstanding shares
are represented, or (ii) more than 50% of the outstanding shares. In addition,
the Emerging Markets Fund and the Latin American Growth Fund each have adopted
certain investment limitations as fundamental policies which also may not be
changed without shareholder approval. A complete description of these
limitations is included in the Statement of Additional Information. Unless
specifically noted, the Emerging Markets Fund's and the Latin American Growth
Fund's investment policies described in this Prospectus and in the Statement of
Additional Information may be changed by the Company's Board of Trustees without
shareholder approval. If a percentage restriction on investment or utilization
of assets in an investment policy or restriction is adhered to at the time an
investment is made, a later change in percentage ownership of a security or kind
of securities resulting from changing market values or a similar type of event
will not be considered a violation of a Fund's or Portfolio's investment
policies or restrictions.
    
 
The Funds are authorized to engage in Short Sales, although they currently have
no intention of doing so, and may purchase American Depository Receipts,
American Depository Shares, Global Depository Receipts and European Depository
Receipts. See "Short Sales" and "Depository Receipts," respectively, in the
Investment Objectives and Policies section of the Statement of Additional
Information.
 
- --------------------------------------------------------------------------------
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
GENERAL. There is no assurance that either Fund will achieve its investment
objective. Investing in either Fund entails a substantial degree of risk, and an
investment in either Fund should be considered speculative. Investors are
strongly advised to consider carefully the special risks involved in emerging
markets and Latin America, which are in addition to the usual risks of investing
in developed markets around the world.
 
Each Fund's net asset value will fluctuate, reflecting fluctuations in the
market value of its portfolio positions and its net currency exposure. Equity
securities, particularly common stocks, generally represent the most junior
position in an issuer's capital structure and entitle holders to an interest in
the assets of an issuer, if any, remaining after all more senior claims have
been satisfied. The value of equity securities held by each Fund will fluctuate
in response to general market and economic developments, as well as developments
affecting the particular issuers of such securities.
 
EMERGING MARKETS FUND. Investing in emerging markets involves risks relating to
potential political and economic instability within such markets and the risks
of expropriation, nationalization, confiscation of assets and property or the
imposition of restrictions on foreign investment and on repatriation of capital
invested. In the event of such expropriation, nationalization or other
confiscation, the Emerging Markets Fund could lose its entire investment in that
market.
 
Economies in individual emerging markets may differ favorably or unfavorably
from the U.S. economy in such respects as growth of gross domestic product,
rates of inflation, currency depreciation, capital reinvestment, resource self-
sufficiency and balance of payments positions. Many emerging market countries
have experienced high rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have negative
effects on the
 
                               Prospectus Page 16
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
economies and securities markets of certain countries with emerging markets.
 
Emerging markets generally are dependent heavily upon international trade and,
accordingly, have been and may continue to be affected adversely by trade
barriers, exchange controls, managed adjustments in relative currency values and
other protectionist measures imposed or negotiated by the countries with which
they trade.
 
Disclosure and regulatory standards in many respects are less stringent than in
the U.S. and other major markets. There also may be a lower level of monitoring
and regulation of emerging markets and the activities of investors in such
markets, and enforcement of existing regulations has been extremely limited. In
addition, the securities of non-U.S. issuers generally are not registered with
the SEC, nor are the issuers thereof usually subject to the SEC's reporting
requirements. Accordingly, there may be less publicly available information
about foreign securities and issuers than is available with respect to U.S.
securities and issuers. Foreign companies generally are not subject to uniform
accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to U.S. companies. The Emerging
Markets Fund's net investment income and/or capital gains from its foreign
investment activities may be subject to non-U.S. withholding taxes.
 
In addition, brokerage commissions, custodial services and other costs relating
to investment in foreign markets generally are more expensive than in the United
States, particularly with respect to emerging markets. Such markets have
different settlement and clearance procedures. In certain markets there have
been times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions. The
inability of the Emerging Markets Fund to make intended securities purchases due
to settlement problems could cause the Emerging Markets Fund to miss attractive
investment opportunities. Inability to dispose of a portfolio security caused by
settlement problems could result either in losses to the Emerging Markets Fund
due to subsequent declines in value of the portfolio security or, if the
Emerging Markets Fund has entered into a contract to sell the security, could
result in possible liability to the purchaser.
 
The securities markets of emerging countries are substantially smaller, less
developed, less liquid and more volatile than the securities markets of
developed countries. The risk also exists that an emergency situation may arise
in one or more emerging markets as a result of which trading of securities may
cease or may be substantially curtailed and prices for the Emerging Markets
Fund's portfolio securities in such markets may not be readily available.
Section 22(e) of the 1940 Act permits a registered investment company, such as
the Emerging Markets Fund, to suspend redemption of its shares for any period
during which an emergency exists, as determined by the SEC. Accordingly, when
the Emerging Markets Fund believes that circumstances dictate, it will promptly
apply to the SEC for a determination that such an emergency exists within the
meaning of Section 22(e) of the 1940 Act. During the period commencing from the
Emerging Markets Fund's identification of such conditions until the date of any
SEC action, the Emerging Markets Fund's portfolio securities in the affected
markets will be valued at fair value determined in good faith by or under the
direction of the Company's Board of Trustees.
 
   
LATIN AMERICAN GROWTH FUND. The Latin American Growth Fund is classified under
the 1940 Act as a "non-diversified" fund. As a result, the Latin American Growth
Fund will be able to invest in a fewer number of issuers than if it were
classified under the 1940 Act as a "diversified" fund. To the extent that the
Latin American Growth Fund invests in a smaller number of issuers, the value of
its shares may fluctuate more widely and it may be subject to greater investment
and credit risk with respect to its portfolio.
    
 
   
Investing in securities of Latin American issuers involve risks relating to
potential political and economic instability of certain Latin American countries
and the risks of expropriation, nationalization, confiscation of assets and
property or the imposition of restrictions on foreign investment and on
repatriation of capital invested. In the event of such expropriation,
nationalization or other confiscation, the Latin American Growth Fund could lose
its entire investment in any such country.
    
 
The securities markets of Latin American countries are substantially smaller,
less developed, less liquid and more volatile than the major securities markets
in the United States. Disclosure and regulatory standards are in many respects
less stringent than U.S. standards. Furthermore, there is a lower level of
monitoring and regulation of the
 
                               Prospectus Page 17
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
markets and the activities of investors in such markets, and enforcement of
existing regulations has been extremely limited.
 
The limited size of many Latin American securities markets and limited trading
volume in issuers compared to volume of trading in U.S. securities could cause
prices to be erratic for reasons apart from factors that affect the quality of
the securities. For example, limited market size may cause prices to be unduly
influenced by traders who control large positions. Adverse publicity and
investors' perceptions, whether or not based on fundamental analysis, may
decrease the value and liquidity of portfolio securities, especially in these
markets.
 
   
Further, there is a risk that an emergency situation may arise in one or more
Latin American markets as a result of which prices for portfolio securities in
such markets may not be readily available. Accordingly, when the Latin American
Growth Fund believes that circumstances dictate, it will follow the procedures
as described above concerning the Emerging Markets Fund.
    
 
   
The economies of individual Latin American countries may differ favorably or
unfavorably from the U.S. economy in such respects as the rate of growth of
gross domestic product, the rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments position. Most Latin American countries
have experienced substantial, and in some periods extremely high, rates of
inflation for many years. Inflation and rapid fluctuations in inflation rates
have had and may continue to have very negative effects on the economies and
securities markets of certain Latin American countries. Furthermore, certain
Latin American countries may impose withholding taxes on dividends payable to
the Latin American Growth Fund at a higher rate than those imposed by other
foreign countries. This may reduce the Latin American Growth Fund's investment
income available for distribution to shareholders.
    
 
Companies in Latin America are subject to accounting, auditing and financial
standards and requirements that differ, in some cases significantly, from those
applicable to U.S. companies. There is substantially less publicly available
information about Latin American companies and the governments of Latin American
countries than there is about U.S. companies and the U.S. Government.
 
Certain Latin American countries are among the largest debtors to commercial
banks and foreign governments. At times certain Latin American countries have
declared moratoria on the payment of principal and/or interest on external debt.
The Fund may invest in debt securities, including Brady Bonds, issued as part of
debt restructurings and such debt is to be considered speculative. There is a
history of defaults with respect to commercial bank loans by public and private
entities issuing Brady Bonds.
 
   
RISKS ASSOCIATED WITH DEBT SECURITIES. The value of the debt securities held by
the Emerging Markets Fund or by the Latin American Growth Fund generally will
vary inversely with market interest rates. If interest rates in a market fall,
the Funds' debt securities issued by governments or companies in that market
ordinarily will increase in value. If market interest rates increase, however,
the debt securities owned by the Funds in that market will likely decrease in
value.
    
 
   
The Emerging Markets Fund may invest up to 20% of its total assets in debt
securities rated below investment grade and the Latin American Growth Fund may
invest up to 50% of its total assets in debt securities of any rating. Such
investments involve a high degree of risk.
    
 
Debt rated Baa by Moody's Investors Service, Inc. ("Moody's") is considered by
Moody's to have speculative characteristics. Debt rated BB, B, CCC, CC or C by
Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"), and
debt rated Ba, B, Caa, Ca, or C by Moody's is regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligation. While such
lower quality debt will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major risk exposures to adverse
conditions. Debt rated C by Moody's or S&P is the lowest rated debt that is not
in default as to principal or interest and such issues so rated can be regarded
as having extremely poor prospects of ever attaining any real investment
standing. Lower quality debt securities are also generally considered to be
subject to greater risk than securities with higher ratings with regard to a
deterioration of general economic conditions. These foreign debt securities are
the equivalent of high yield, high risk bonds, commonly known as "junk bonds."
 
Ratings of debt securities represent the rating agency's opinion regarding their
quality and are not a guarantee of quality. Rating agencies attempt to
 
                               Prospectus Page 18
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
evaluate the safety of principal and interest payments and do not evaluate the
risks of fluctuations in market value. Also, rating agencies may fail to make
timely changes in credit ratings in response to subsequent events, so that an
issuer's current financial condition may be better or worse than a rating
indicates.
 
The market values of lower quality debt securities tend to reflect individual
developments of the issuer to a greater extent than do higher quality
securities, which react primarily to fluctuations in the general level of
interest rates. In addition, lower quality debt securities tend to be more
sensitive to economic conditions and generally have more volatile prices than
higher quality securities. Issuers of lower quality securities are often highly
leveraged and may not have available to them more traditional methods of
financing. For example, during an economic downturn or a sustained period of
rising interest rates, highly leveraged issuers of lower quality securities may
experience financial stress. During such periods, such issuers may not have
sufficient revenues to meet their interest payment obligations. The issuer's
ability to service its debt obligations may also be adversely affected by
specific developments affecting the issuer, such as the issuer's inability to
meet specific projected business forecasts or the unavailability of additional
financing. Similarly, certain emerging market and Latin American governments
that issue lower quality debt securities are among the largest debtors to
commercial banks, foreign governments and supranational organizations such as
the World Bank, and may not be able or willing to make principal and/or interest
repayments as they come due. The risk of loss due to default by the issuer is
significantly greater for the holders of lower quality securities because such
securities are generally unsecured and may be subordinated to the claims of
other creditors of the issuer.
 
Lower quality debt securities frequently have call or buy-back features which
would permit an issuer to call or repurchase the security from the Funds. In
addition, the Funds may have difficulty disposing of lower quality securities
because they may have a thin trading market. There may be no established retail
secondary market for many of these securities, and either Fund anticipates that
such securities could be sold only to a limited number of dealers or
institutional investors. The lack of a liquid secondary market also may have an
adverse impact on market prices of such instruments and may make it more
difficult for the Funds to obtain accurate market quotations for purposes of
valuing the Funds' portfolios. The Funds may also acquire lower quality debt
securities during an initial underwriting or which are sold without registration
under applicable securities laws. Such securities involve special considerations
and risks.
 
In addition to the foregoing, factors that could have an adverse effect on the
market value of lower quality debt securities in which the Funds may invest
include: (i) potential adverse publicity; (ii) heightened sensitivity to general
economic or political conditions; and (iii) the likely adverse impact of a major
economic recession.
 
A Fund may also incur additional expenses to the extent it is required to seek
recovery upon a default in the payment of principal or interest on its portfolio
holdings, and a Fund may have limited legal recourse in the event of a default.
Debt securities issued by governments in emerging or Latin American markets can
differ from debt obligations issued by private entities in that remedies from
defaults generally must be pursued in the courts of the defaulting government,
and legal recourse is therefore somewhat diminished. Political conditions, in
terms of a government's willingness to meet the terms of its debt obligations,
also are of considerable significance. There can be no assurance that the
holders of commercial bank debt may not contest payments to the holders of debt
securities issued by governments in emerging or Latin American markets in the
event of default by the governments under commercial bank loan agreements.
 
   
ILLIQUID SECURITIES. The Emerging Markets Fund may invest up to 15% of its net
assets, and the Latin American Growth Fund may invest up to 10% of its net
assets in securities for which no readily available market exists, so-called
"Illiquid Securities." The Latin American Growth Fund may invest in joint
ventures, cooperatives, partnerships and state enterprises and other similar
vehicles which are illiquid (collectively, "Special Situations"). The Sub-
adviser believes that carefully selected investments in special situations could
enable the Latin American Growth Fund to achieve capital appreciation
substantially exceeding the appreciation the Fund would realize if it did not
make such investments. However, in order to limit investment risk, the Latin
American Growth Fund will invest no more than 5% of it total assets in Special
Situations.
    
 
                               Prospectus Page 19
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
Illiquid securities may be more difficult to value than liquid securities and
the sale of illiquid securities generally will require more time and result in
higher brokerage charges or dealer discounts and other selling expenses than the
sale of liquid securities. Moreover, illiquid securities often sell at a price
lower than similar securities that are liquid.
 
   
CURRENCY RISK. Because the Emerging Markets Fund and the Latin American Growth
Fund may invest substantially in securities denominated in currencies other than
the U.S. dollar, and since the Funds may hold foreign currencies, each Fund will
be affected favorably or unfavorably by exchange control regulations or changes
in the exchange rates between such currencies and the U.S. dollar. Changes in
currency exchange rates will influence the value of each Fund's shares, and also
may affect the value of dividends and interest earned by the Funds and gains and
losses realized by the Funds. Currencies generally are evaluated on the basis of
fundamental economic criteria (e.g., relative inflation and interest rate levels
and trends, growth rate forecasts, balance of payments status and economic
policies) as well as technical and political data. Exchange rates are determined
by the forces of supply and demand in the foreign exchange markets. These forces
are affected by the international balance of payments and other economic and
financial conditions, government intervention, speculation and other factors. If
the currency in which a security is denominated appreciates against the U.S.
dollar, the dollar value of the security will increase. Conversely, a decline in
the exchange rate of the currency would adversely affect the value of the
security expressed in dollars.
    
 
Many of the currencies of emerging market and Latin American countries have
experienced steady devaluations relative to the U.S. dollar, and major
devaluations have historically occurred in certain countries. Any devaluations
in the currencies in which a Fund's portfolio securities are denominated may
have a detrimental impact on the Fund.
 
Some countries also may have fixed currencies whose values against the U.S.
dollar are not independently determined. In addition, there is a risk that
certain countries may restrict the free conversion of their currencies into
other currencies. Further, certain currencies may not be internationally traded.
 
OPTIONS, FUTURES AND FOREIGN CURRENCY TRANSACTIONS. Although either Fund is
authorized to enter into options, futures and forward currency transactions, a
Fund might not enter into any such transactions. Options, futures and forward
currency transactions involve certain risks, which include: (1) dependence on
the Sub-adviser's ability to predict movements in the prices of individual
securities, fluctuations in the general securities markets and movements in
interest rates and currency markets; (2) imperfect correlation, or even no
correlation, between movements in the price of forward contracts, options,
futures contracts or options thereon and movements in the price of the currency
or security hedged or used for cover; (3) the fact that skills and techniques
needed to trade options, futures contracts and options thereon or to use forward
currency contracts are different from those needed to select the securities in
which the Funds invest; (4) lack of assurance that a liquid secondary market
will exist for any particular option, futures contract or option thereon at any
particular time; (5) the possible loss of principal under certain conditions;
and (6) the possible inability of a Fund to purchase or sell a portfolio
security at a time when it would otherwise be favorable for it to do so, or the
possible need for a Fund to sell a security at a disadvantageous time, due to
the need for the Fund to maintain "cover" or to set aside securities in
connection with hedging transactions.
 
                               Prospectus Page 20
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                                 HOW TO INVEST
 
- --------------------------------------------------------------------------------
 
   
GENERAL. Advisor Class shares are offered through this Prospectus to (a)
trustees or other fiduciaries purchasing shares for employee benefit plans which
are sponsored by organizations which have at least 1,000 employees; (b) any
account with assets of at least $10,000 if (i) a financial planner, trust
company, bank trust department or registered investment adviser has investment
discretion over such account, and (ii) the account holder pays such person as
compensation for its advice and other services an annual fee of at least .50% on
the assets in the account ("Advisory Account"); (c) any account with assets of a
least $10,000 if (i) such account is established under a "wrap fee" program, and
(ii) the account holder pays the sponsor of such program an annual fee of at
least .50% on the assets in the account ("Wrap Fee Account"); (d) accounts
advised by INVESCO (NY), Inc. or one of the companies formerly affiliated with
Liechtenstein Global Trust AG, provided such accounts were invested in Advisor
Class shares of any of the AIM/GT Funds on June 1, 1998; and (e) any of the
companies composing or affiliated with AMVESCAP PLC. Financial planners, trust
companies, bank trust companies and registered investment advisers referenced in
subpart (b) and sponsors of "wrap fee" programs referenced in subpart (c) are
collectively referred to as "Financial Advisers." Investors in Wrap Fee Accounts
and Advisory Accounts may only purchase Advisor Class shares through Financial
Advisers who have entered into agreements with AIM Distributors and certain of
its affiliates. Investors may be charged a fee by their agents or brokers if
they effect transactions other than through a dealer.
    
 
All purchase orders will be executed at the public offering price next
determined after the purchase order is received. Orders received by authorized
institutions (or their designees) before the close of regular trading on the New
York Stock Exchange ("NYSE") (currently 4:00 p.m. Eastern Time, unless weather,
equipment failure or other factors contribute to an earlier closing time) on any
Business Day will be executed at the public offering price for the applicable
class of shares determined that day. Orders received by authorized institutions
(or their designees) before the close of regular trading on the NYSE on a
Business Day will be deemed to have been received by a Fund on such day and will
be effected that day, provided that such orders are transmitted to the Transfer
Agent prior to the time set for the receipt of such orders. A "Business Day" is
any day Monday through Friday on which the NYSE is open for business. The
authorized institution (or its designee) will be responsible for forwarding the
investor's order to the Transfer Agent so that it will be received prior to such
time.
 
THE FUNDS AND AIM DISTRIBUTORS RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER
AND TO SUSPEND THE OFFERING OF SHARES FOR A PERIOD OF TIME. In particular, the
Funds and AIM Distributors may reject purchase orders or exchanges by investors
who appear to follow, in the Sub-adviser's judgment, a market-timing strategy or
otherwise engage in excessive trading. See "How to Make Exchanges -- Limitations
on Purchase Orders and Exchanges."
 
Fiduciaries and Financial Advisers may be required to provide information
satisfactory to AIM Distributors concerning their eligibility to purchase
Advisor Class shares. For specific information on opening an account, please
contact your Financial Adviser or AIM Distributors.
 
   
FOR ANY FUND NAMED ON THE COVER PAGE OF THIS PROSPECTUS, AIM DISTRIBUTORS AND
ITS AGENTS RESERVE THE RIGHT AT ANY TIME (1) TO WITHDRAW ALL OR ANY PART OF THE
OFFERING MADE BY THIS PROSPECTUS; (2) TO REJECT ANY PURCHASE OR EXCHANGE ORDER
OR TO CANCEL ANY PURCHASE DUE TO NONPAYMENT OF THE PURCHASE PRICE; (3) TO
INCREASE, WAIVE OR LOWER THE MINIMUM INVESTMENT REQUIREMENTS; OR (4) TO MODIFY
ANY OF THE TERMS OR CONDITIONS OF PURCHASE OF SHARES OF SUCH FUND. For any Fund
named on the cover page, AIM Distributors and its agents will use their best
efforts to provide notice of any such actions through correspondence with
broker-dealers and existing shareholders, supplements to the AIM/GT Funds'
prospectuses, or other appropriate means, and will provide sixty (60) days'
notice in the case of termination or material modification to the exchange
privilege
    
 
                               Prospectus Page 21
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
   
discussed under the caption "How to Make Exchanges."
    
 
PURCHASES BY BANK WIRE. Shares of the Funds may also be purchased by bank wire.
Bank wire purchases will be effected at the next determined public offering
price after the bank wire is received. A wire investment is considered received
when the Transfer Agent is notified that the bank wire has been credited to a
Fund. Prior telephonic or facsimile notice that a bank wire is being sent must
be provided to the Transfer Agent. An investor's bank may charge a service fee
for wiring money to the Funds. The Transfer Agent currently does not charge a
service fee for facilitating wire purchases, but reserves the right to do so in
the future. For more information, please refer to the Shareholder Account Manual
in this Prospectus.
 
   
CERTIFICATES. Physical certificates representing a Fund's shares will not be
issued unless a written request is submitted to the Transfer Agent. Shares of a
Fund are recorded on a register by the Transfer Agent, and shareholders who do
not elect to receive certificates have the same rights of ownership as if
certificates had been issued to them. Redemptions and exchanges by shareholders
who hold certificates may take longer to effect than similar transactions
involving non-certificated shares because the physical delivery and processing
of properly executed certificates is required. ACCORDINGLY, THE FUNDS RECOMMEND
THAT SHAREHOLDERS DO NOT REQUEST ISSUANCE OF CERTIFICATES.
    
 
   
PORTFOLIO REBALANCING PROGRAM. The Portfolio Rebalancing Program ("Program")
permits eligible shareholders to establish and maintain an allocation across a
range of AIM/GT Funds. The Program automatically rebalances holdings of AIM/GT
Funds to the established allocation on a periodic basis. Under the Program, a
shareholder may predesignate, on a percentage basis, how the total value of his
or her holdings in a minimum of two, and a maximum of ten, AIM/GT Funds
("Personal Portfolio") is to be rebalanced on a monthly, quarterly, semiannual,
or annual basis.
    
 
   
Rebalancing under the Program will be effected through the exchange of shares of
one or more AIM/GT Funds in the shareholder's Personal Portfolio for shares of
the same class of one or more other AIM/GT Funds in the shareholder's Personal
Portfolio. See "How to Make Exchanges." If shares of the AIM/GT Fund(s) in a
shareholder's Personal Portfolio have appreciated during a rebalancing period,
the Program will result in shares of AIM/GT Fund(s) that have appreciated most
during the period being exchanged for shares of AIM/GT Fund(s) that have
appreciated least. SUCH EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A
SHAREHOLDER'S REALIZING A GAIN OR LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME
TAX PURPOSES. See "Dividends, Other Distributions and Federal Income Taxation."
Participation in the Program does not assure that a shareholder will profit from
purchases under the Program nor does it prevent or lessen losses in a declining
market.
    
 
The Program will automatically rebalance the shareholder's Personal Portfolio on
the 28th day of the last month of the period chosen (or the immediately
preceding business day if the 28th is not a business day), subject to any
limitations below. The Program will not execute an exchange if the variance in a
shareholder's Personal Portfolio for a particular Fund would be 2% or less. In
predesignating percentages, shareholders must use whole percentages and totals
must equal 100%. Shareholders participating in the Program may not request
issuance of physical certificates representing a Fund's shares. Exchanges made
under the Program are not subject to the four free exchanges per year
limitation. The Funds and AIM Distributors reserve the right to modify, suspend,
or terminate the Program at any time on 60 days' prior written notice to
shareholders. A request to participate in the Program must be received in good
order at least five business days prior to the next rebalancing date. Once a
shareholder establishes the Program for his or her Personal Portfolio, a
shareholder cannot cancel or change which rebalancing frequency, which Funds or
what allocation percentages are assigned to the Program, unless canceled or
changed in writing and received by the Transfer Agent in good order at least
five business days prior to the rebalancing date. Certain Financial Institutions
may charge a fee for establishing accounts relating to the Program. Investors
should contact their Financial Institutions or AIM Distributors for more
information.
 
                               Prospectus Page 22
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                             HOW TO MAKE EXCHANGES
 
- --------------------------------------------------------------------------------
 
   
Advisor Class shares of a Fund may be exchanged for Advisor Class shares of any
other AIM/GT Fund, based on their respective net asset values without imposition
of any sales charges, provided that the registration remains identical. Exchange
requests received in good order by the Transfer Agent before the close of
regular trading on the NYSE on any Business Day will be processed at the net
asset value calculated on that day.
    
 
   
EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A SHAREHOLDER REALIZING A GAIN OR
LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME TAX PURPOSES. See "Dividends, Other
Distributions and Federal Income Taxation." In addition to the Funds, AIM/GT
Funds include the following:
    
 
   
  - AIM AMERICA VALUE FUND
    
   
  - AIM DEVELOPING MARKETS FUND
    
   
  - AIM DOLLAR FUND
    
   
  - AIM EUROPE GROWTH FUND
    
   
  - AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
    
   
  - AIM GLOBAL FINANCIAL SERVICES FUND
    
   
  - AIM GLOBAL GOVERNMENT INCOME FUND
    
   
  - AIM GLOBAL GROWTH & INCOME FUND
    
   
  - AIM GLOBAL HEALTH CARE FUND
    
   
  - AIM GLOBAL HIGH INCOME FUND
    
   
  - AIM GLOBAL INFRASTRUCTURE FUND
    
   
  - AIM GLOBAL RESOURCES FUND
    
   
  - AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
  - AIM INTERNATIONAL GROWTH FUND
    
   
  - AIM JAPAN GROWTH FUND
    
   
  - AIM MID CAP GROWTH FUND
    
   
  - AIM NEW DIMENSION FUND
    
   
  - AIM NEW PACIFIC GROWTH FUND
    
   
  - AIM SMALL CAP EQUITY FUND
    
   
  - AIM STRATEGIC INCOME FUND
    
   
  - AIM WORLDWIDE GROWTH FUND
    
 
   
Investors in Wrap Fee Accounts and Advisory Accounts interested in making an
exchange should contact their Financial Advisers to request the prospectus of
the other AIM/GT Fund(s) being considered. Other investors should contact AIM
Distributors. The terms of the exchange offer may be modified at any time, on 60
days' prior written notice.
    
 
EXCHANGES BY TELEPHONE. A shareholder may give exchange information to his or
her Financial Adviser. Exchange orders will be accepted by telephone provided
that the exchange involves only uncertificated shares on deposit in the
shareholder's account or for which certificates previously have been deposited.
 
Shareholders automatically have telephone privileges to authorize exchanges. The
Funds, AIM Distributors and the Transfer Agent will not be liable for any loss
or damage for acting in good faith upon instructions received by telephone and
reasonably believed to be genuine. The Funds employ reasonable procedures to
confirm that instructions communicated by telephone are genuine prior to acting
upon instructions received by telephone, including requiring some form of
personal identification, providing written confirmation of such transactions,
and/or tape recording of telephone instructions.
 
   
LIMITATIONS ON PURCHASE ORDERS AND EXCHANGES. The AIM/GT Funds are not intended
to serve as vehicles for frequent trading in response to short-term fluctuations
in the market. Due to the disruptive effect that market-timing investment
strategies and excessive trading can have on efficient portfolio management,
each AIM/GT Fund and AIM Distributors reserve the right to refuse purchase
orders and exchanges by any person or group, if, in the Sub-adviser's judgment,
such person or group was following a market-timing strategy or was otherwise
engaging in excessive trading.
    
 
   
In addition, each AIM/GT Fund and AIM Distributors reserve the right to refuse
purchase orders and exchanges by any person or group if, in the Sub-adviser's
judgment, the Fund would not be able to invest the money effectively in
accordance with that Fund's investment objective and policies or would otherwise
potentially be adversely affected. Although an AIM/GT Fund will attempt to give
investors prior notice whenever it is reasonably able to do so, it may impose
the above restrictions at any time.
    
 
   
Finally, as described above, each AIM/GT Fund and AIM Distributors reserve the
right to reject any purchase order.
    
 
                               Prospectus Page 23
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                              HOW TO REDEEM SHARES
 
- --------------------------------------------------------------------------------
 
Fund shares may be redeemed at their net asset value and redemption proceeds
will be sent within seven days of the execution of a redemption request.
Redemption requests may be transmitted to the Transfer Agent by telephone or by
mail, in accordance with the instructions provided in the Shareholder Account
Manual. Redemptions will be effected at the net asset value next determined
after the Transfer Agent has received the request, provided that the request is
transmitted to the Transfer Agent prior to the time set for receipt of such
redemption requests. Redemptions will only be effected if the request is
received and any required supporting documentation. Redemption requests will not
require a signature guarantee if the redemption proceeds are to be sent either:
(i) to the redeeming shareholder at the shareholder's address of record as
maintained by the Transfer Agent, provided the shareholder's address of record
has not been changed within the preceding fifteen days; or (ii) directly to a
pre-designated bank, savings and loan or credit union account ("Pre-Designated
Account"). ALL OTHER REDEMPTION REQUESTS MUST BE ACCOMPANIED BY A SIGNATURE
GUARANTEE OF THE REDEEMING SHAREHOLDER'S SIGNATURE. A signature guarantee can be
obtained from any bank, U.S. trust company, a member firm of a U.S. stock
exchange or a foreign branch of any of the foregoing or other eligible guarantor
institution. A notary public is not an acceptable guarantor.
 
Shareholders with Pre-Designated Accounts should request that redemption
proceeds be sent either by bank wire or by check. The minimum redemption amount
for a bank wire is $500. Shareholders requesting a bank wire should allow two
business days from the time the redemption request is effected for the proceeds
to be deposited in the shareholder's Pre-Designated Account. See "How to Redeem
Shares -- Other Important Redemption Information." Shareholders may change their
Pre-Designated Accounts only by a letter of instruction to the Transfer Agent
containing all account signatures, each of which must be guaranteed. The
Transfer Agent currently does not charge a bank wire service fee on each wire
redemption sent, but reserves the right to do so in the future. The
shareholder's bank may charge a bank wire service fee.
 
REDEMPTIONS BY TELEPHONE. Redemption requests may be made by telephone by
calling the Transfer Agent at the appropriate toll-free number provided in the
Shareholder Account Manual. Shareholders who hold certificates for shares may
not redeem by telephone. REDEMPTION REQUESTS MAY NOT BE MADE BY TELEPHONE FOR
FIFTEEN DAYS FOLLOWING ANY CHANGE OF THE SHAREHOLDER'S ADDRESS OF RECORD.
 
Shareholders automatically have telephone privileges to authorize redemptions.
The Funds, AIM Distributors and the Transfer Agent will not be liable for any
loss or damage for acting in good faith upon instructions received by telephone
and believed to be genuine. The Funds employ reasonable procedures to confirm
that instructions communicated by telephone are genuine prior to acting upon
instructions received by telephone, including requiring some form of personal
identification, providing written confirmation of such transactions, and/or tape
recording of telephone instructions.
 
REDEMPTIONS BY MAIL. Redemption requests should be mailed directly to the
Transfer Agent at the appropriate address provided in the Shareholder Account
Manual. As discussed above, requests for payment of redemption proceeds to a
party other than the shareholder of record and/or requests that redemption
proceeds be mailed to an address other than the shareholder's address of record
require a signature guarantee. In addition, if the shareholder's address of
record has been changed within the preceding fifteen days, a signature guarantee
is required. Redemptions of shares for which certificates have been issued must
be accompanied by properly endorsed share certificates.
 
OTHER IMPORTANT REDEMPTION INFORMATION. A request for redemption will not be
processed until all of the necessary documentation has been received in good
order. A shareholder in a Wrap Fee Account or Advisory Account who is in doubt
as to what documents are required should contact his Financial Adviser or the
Transfer Agent.
 
Except in extraordinary circumstances and as permitted under the Investment
Company Act of
 
                               Prospectus Page 24
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
1940 ("1940 Act"), payment for shares redeemed by telephone or by mail will be
made promptly after receipt of a redemption request, if in good order, but not
later than seven days after the date the request is executed. Requests for
redemption which are subject to any special conditions or which specify a future
or past effective date cannot be accepted.
 
If the Transfer Agent is requested to redeem shares for which a Fund has not yet
received good payment, the Fund may delay payment of redemption proceeds until
the Transfer Agent has assured itself that good payment has been collected for
the purchase of the shares. In the case of purchases by check, it can take up to
10 business days to confirm that the check has cleared and good payment has been
received. Redemption proceeds will not be delayed when shares have been paid for
by wire or when the investor's account holds a sufficient number of shares for
which funds already have been collected.
 
   
AIM Distributors reserves the right to redeem the shares of any Advisory Account
or Wrap Fee Account if the amount invested in AIM/GT Funds through such account
is reduced to less than $500 through redemptions or other action by the
shareholder. Written notice will be given to the shareholder at least 60 days
prior to the date fixed for such redemption, during which time the shareholder
may increase the amount invested in AIM/ GT Funds through such account to an
aggregate amount of $500 or more.
    
 
For additional information on how to redeem shares of the Funds, see the
Shareholder Account Manual in this Prospectus or contact your Financial Adviser.
 
                               Prospectus Page 25
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                           SHAREHOLDER ACCOUNT MANUAL
 
- --------------------------------------------------------------------------------
 
Purchase, exchange and redemption orders should be placed in accordance with
this Manual. It is recommended that investors in Wrap Fee Accounts and Advisory
Accounts make such orders through their Financial Adviser. PLEASE BE CAREFUL TO
REFERENCE "ADVISOR CLASS" IN ALL INSTRUCTIONS PROVIDED. See "How to Invest,"
"How to Make Exchanges," "How to Redeem Shares" and "Dividends, Other
Distributions and Federal Income Taxation" for more information.
 
Each Fund's Transfer Agent is GT GLOBAL INVESTOR SERVICES, INC.
 
INVESTMENTS BY MAIL
 
Send completed Account Application (if initial purchase) or letter stating Fund
name, class of shares, shareholder's registered name and account number (if
subsequent purchase) with a check to:
 
   
    AIM/GT Funds
    P.O. Box 7345
    San Francisco, CA 94120-7345
    
 
INVESTMENTS BY BANK WIRE
 
A new account may be opened by calling 1-800-223-2138 to obtain an account
number. WITHIN SEVEN DAYS OF PURCHASE A COMPLETED ACCOUNT APPLICATION CONTAINING
THE APPROPRIATE CERTIFIED TAXPAYER IDENTIFICATION NUMBER MUST BE SENT TO THE
ADDRESS PROVIDED ABOVE UNDER "INVESTMENTS BY MAIL." Wire instructions must state
Fund name, class of shares, shareholder's registered name and account number.
Bank wires should be sent through the Federal Reserve Bank Wire System to:
 
    WELLS FARGO BANK, N.A.
    ABA 121000248
    Attn: GT GLOBAL
         Account No. 4023-050701
 
EXCHANGES BY TELEPHONE
 
Call the Transfer Agent at 1-800-223-2138.
 
EXCHANGES BY MAIL
 
   
Send complete instructions, including name of Fund exchanging from, amount of
exchange, name of the AIM/GT Fund exchanging into, shareholder's registered name
and account number, to:
    
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
REDEMPTIONS BY TELEPHONE
 
Call the Transfer Agent at 1-800-223-2138.
 
REDEMPTIONS BY MAIL
 
Send complete instructions, including name of Fund, class of shares, amount of
redemption, shareholder's registered name and account number, to:
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
OVERNIGHT MAIL
 
Overnight mail services do not deliver to post office boxes. To send purchase,
exchange or redemption orders by overnight mail, follow the above instructions
but send to the following address:
 
    GT Global Investor Services, Inc.
    California Plaza
    2121 N. California Boulevard
    Suite 450
    Walnut Creek, CA 94596
 
ADDITIONAL QUESTIONS
 
Shareholders with additional questions regarding purchase, exchange and
redemption procedures may call the Transfer Agent at 1-800-223-2138.
 
                               Prospectus Page 26
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                         CALCULATION OF NET ASSET VALUE
 
- --------------------------------------------------------------------------------
 
Each Fund calculates its net asset value as of the close of regular trading on
the NYSE (currently 4:00 p.m. Eastern Time, unless weather, equipment failure or
other factors contribute to an earlier closing) each Business Day. Each Fund's
asset value per share is computed by determining the value of its total assets
(the securities it holds plus any cash or other assets, including interest and
dividends accrued but not yet received), subtracting all of its liabilities
(including accrued expenses), and dividing the result by the total number of
shares outstanding at such time. Net asset value is determined separately for
each class of shares of each Fund.
 
Equity securities held by a Fund are valued at the last sale price on the
exchange or in the OTC market in which such securities are primarily 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. Long-term debt obligations are
valued at the mean of representative quoted bid or asked prices for such
securities, or, if such prices are not available, at prices for securities of
comparable maturity, quality and type; however, when the Sub-adviser deems it
appropriate, prices obtained from a bond pricing service will be used.
Short-term debt investments are amortized to maturity based on their cost,
adjusted for foreign exchange translation and market fluctuations, provided that
such valuations represent fair value. When market quotations for futures and
options positions held by a Fund are readily available, those positions are
valued based upon such quotations.
 
   
Securities and other assets for which market quotations are not readily
available are valued at fair value determined in good faith by or under the
direction of the Company's Board of Directors. Securities and other assets
quoted in foreign currencies are valued in U.S. dollars based on the prevailing
exchange rates on that day.
    
 
Each Fund's portfolio securities, from time to time, may be listed primarily on
foreign exchanges or OTC markets that trade on days when the NYSE is closed
(such as Saturday). As a result, the net asset value of a Fund may be affected
significantly by such trading on days when shareholders cannot purchase or
redeem shares of that Fund.
 
- --------------------------------------------------------------------------------
 
                         DIVIDENDS, OTHER DISTRIBUTIONS
                          AND FEDERAL INCOME TAXATION
 
- --------------------------------------------------------------------------------
 
DIVIDENDS AND OTHER DISTRIBUTIONS. Each Fund annually declares and pays as a
dividend all of its net investment income, if any, which includes dividends,
accrued interest and earned discount (including both original issue and market
discounts) less applicable expenses. Each Fund also annually distributes
substantially all of its realized net capital gains and net gains from foreign
currency transactions, if any. Each Fund may make an additional dividend or
other distribution each year if necessary to avoid a 4% excise tax on certain
undistributed income and gain.
 
Dividends and other distributions paid by each Fund with respect to all classes
of its shares are calculated in the same manner and at the same time. The per
share income dividends on Advisor Class shares of a Fund will be higher than the
per share income dividends on shares of other classes of that Fund as a result
of the service and distribution fees applicable to those other shares.
SHAREHOLDERS MAY ELECT:
 
   
/ / to have all dividends and other distributions automatically reinvested in
    additional Advisor Class shares of the distributing Fund (or other AIM/ GT
    Funds); or
    
 
   
/ / to receive dividends in cash and have other distributions automatically
    reinvested in additional Advisor Class shares of the distributing Fund (or
    other AIM/GT Funds); or
    
 
                               Prospectus Page 27
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
   
/ / to receive other distributions in cash and have dividends automatically
    reinvested in additional Advisor Class shares of the distributing Fund (or
    other AIM/GT Funds); or
    
 
/ / to receive dividends and other distributions in cash.
 
   
Automatic reinvestments in additional Advisor Class shares are made at net asset
value without imposition of a sales charge. IF NO ELECTION IS MADE BY A
SHAREHOLDER, ALL DIVIDENDS AND OTHER DISTRIBUTIONS WILL BE AUTOMATICALLY
REINVESTED IN ADDITIONAL ADVISOR CLASS SHARES OF THE DISTRIBUTING FUND.
Reinvestments in another AIM/GT Fund may only be directed to an account with the
identical shareholder registration and account number. These elections may be
changed by a shareholder at any time; to be effective with respect to a
distribution, the shareholder or the shareholder's broker must contact the
Transfer Agent by mail or telephone at least 15 Business Days prior to the
payment date. THE FEDERAL INCOME TAX CONSEQUENCES OF DIVIDENDS AND OTHER
DISTRIBUTIONS ARE THE SAME WHETHER THEY ARE RECEIVED IN CASH OR REINVESTED IN
ADDITIONAL SHARES.
    
 
Any dividend or other distribution paid by a Fund has the effect of reducing the
net asset value per share on the ex-dividend date by the amount thereof.
Therefore, a dividend or other distribution paid shortly after a purchase of
shares would represent, in substance, a return of capital to the shareholder (to
the extent the distribution is paid on the shares so purchased), even though
subject to income tax, as discussed below.
 
TAXES. Each Fund intends to continue to qualify for treatment as a regulated
investment company under the Code. In each taxable year that a Fund so
qualifies, the Fund (but not its shareholders) will be relieved of federal
income tax on that part of its investment company taxable income (consisting
generally of net investment income, net gains from certain foreign currency
transactions and net short-term capital gain) and net capital gain (i.e., the
excess of net long-term capital gain over net short-term capital loss) that it
distributes to its shareholders.
 
Dividends from a Fund's investment company taxable income (whether paid in cash
or reinvested in additional shares) are taxable to its shareholders as ordinary
income to the extent of the Fund's earnings and profits. Distributions of a
Fund's net capital gain, when designated as such, are taxable to its
shareholders as long-term capital gains regardless of how long they have held
their Fund shares and whether paid in cash or reinvested in additional Fund
shares.
 
   
Under the Taxpayer Relief Act of 1997, different maximum tax rates apply to a
noncorporate taxpayer's net capital gain depending on the taxpayer's holding
period and marginal rate of federal income tax -- generally, 28% for gain
recognized on securities held for more than one year but not more than 18 months
and 20% (10% for taxpayers in the 15% marginal tax bracket) for gain recognized
on securities held for more than 18 months. Each Fund may divide each net
capital gain distribution into a 28% rate gain distribution and a 20% rate gain
distribution (in accordance with the Fund's holding periods for the securities
it sold that generated the distributed gain), in which event its shareholders
must treat those portions accordingly.
    
 
Each Fund provides federal tax information to its shareholders annually,
including information about dividends capital gains other distributions paid
during the preceding year and, under certain circumstances, the shareholders'
respective shares of any foreign taxes paid (directly or indirectly) by the
Fund, in which event each shareholder would be required to include in his or her
gross income his or her pro rata share of those taxes but might be entitled to
claim a credit or deduction for them. The information regarding capital gain
distributions designates the portions thereof subject to the different maximum
rates of tax applicable to noncorporate taxpayers' net capital gain indicated
above.
 
Each Fund must withhold 31% from dividends, capital gain distributions and
redemption proceeds payable to any individuals and certain other noncorporate
shareholders who have not furnished to the Fund a correct taxpayer
identification number or a properly completed claim for exemption on Form W-8 or
W-9. Withholding at that rate also is required from dividends and capital gain
distributions payable to such shareholders who otherwise are subject to backup
withholding. Fund accounts opened via a bank wire purchase (see "How to Invest
- -- Purchases Through the Distributor") are considered to have uncertified
taxpayer identification numbers unless a completed Form W-8 or W-9 or Account
Application is received by the Transfer Agent within seven days after the
purchase. A shareholder should contact the Transfer Agent if the shareholder is
uncertain whether a proper taxpayer identification number is on file with a
Fund.
 
                               Prospectus Page 28
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
   
A redemption of a Fund's shares may result in taxable gain or loss to the
redeeming shareholder, depending upon whether the redemption proceeds are more
or less than the shareholder's adjusted basis for the redeemed shares. An
exchange of a Fund's shares for shares of another mutual fund generally will
have similar tax consequences. In addition, if shares of a Fund are purchased
within 30 days before or after redeeming other Fund shares (regardless of class)
at a loss, all or a part of the loss will not be deductible and instead will
increase the basis of the newly purchased shares.
    
 
The foregoing is only a summary of some of the important federal tax
considerations generally affecting each Fund and its shareholders. See "Taxes"
in the Statement of Additional Information for a further discussion. There may
be other federal, state, local or foreign tax considerations applicable to a
particular investor. Prospective investors therefore are urged to consult their
tax advisers.
 
                               Prospectus Page 29
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
   
The Company's Board of Directors has overall responsibility for the operation of
the Funds. The Company's Board of Directors has approved all significant
agreements between the Company on the one side and persons or companies
furnishing services to the Funds on the other, including the investment advisory
and administrative services agreement with AIM, the investment sub-advisory and
sub-administration agreement with the Sub-adviser, the agreements with AIM
Distributors regarding distribution of each Fund's shares, the custody agreement
with State Street Bank and Trust Company and the transfer agency agreement with
GT Global Investor Services, Inc.. The day to day operations of each Fund are
delegated to the officers of the Company, subject always to the objectives and
policies of the applicable Fund and to the general supervision of the Company's
Board of Directors. See "Directors and Executive Officers" in the Statement of
Additional Information for a complete description of the Directors of the
Company.
    
 
INVESTMENT MANAGEMENT AND ADMINISTRATION. Services provided by AIM and the
Sub-adviser as each Fund's investment managers and administrators include, but
are not limited to, determining the composition of the Fund's portfolio and
placing orders to buy, sell or hold particular securities; furnishing corporate
officers and clerical staff; providing office space, services and equipment; and
supervising all matters relating to the Fund's operation. For these services,
each of the Funds pays AIM investment management and administration fees,
computed daily and paid monthly, based on its average daily net assets, at the
annualized rate of .975% on the first $500 million, .95% on the next $500
million, .925% on the next $500 million, and .90% on amounts thereafter. Out of
the aggregate fees payable by a Fund, AIM pays the Sub-adviser sub-advisory and
sub-administration fees equal to 40% of the aggregate fees AIM receives from
each Fund. The investment management and administration fees paid by the Fund
are higher than those paid by most mutual funds. AIM has undertaken to limit
each Fund's expenses (exclusive of brokerage commissions, taxes, interest and
extraordinary expenses) to the annual rate of 1.50% of the average daily net
assets of the Fund's Advisor Class shares.
   
The Sub-adviser also serves as each Fund's pricing and accounting agent. For
these services the Sub-adviser receives a fee at an annual rate derived by
applying 0.03% to the first $5 billion of assets of the AIM/GT Funds and 0.02%
to the assets in excess of $5 billion, and allocating the result according to
each Fund's average daily net assets.
    
 
   
AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046, serves as the
investment adviser to each Fund pursuant to a master investment advisory
agreement, dated as of May 29, 1998 (the "Advisory Agreement"). AIM was
organized in 1976 and, together with its subsidiaries, manages or advises
approximately 90 investment company portfolios encompassing a broad range of
investment objectives. The Sub-adviser, INVESCO (NY), Inc., 50 California
Street, 27th Floor, San Francisco, California 94111, and 1166 Avenue of the
Americas, New York, New York 10036, serves as the sub-adviser to each Fund
pursuant to an investment sub-advisory agreement dated as of May 29, 1998. Prior
to May 29, 1998, the Sub-adviser was known as Chancellor LGT Asset Management,
Inc. On May 29, 1998, Liechtenstein Global Trust AG ("LGT"), the former indirect
parent organization of the sub-adviser, consummated a purchase agreement with
AMVESCAP PLC pursuant to which AMVESCAP PLC acquired LGT's Asset Management
Division, which included the Sub-adviser and certain other affiliates. As a
result of this transaction, the Sub-adviser is now an indirect wholly-owned
subsidiary of AMVESCAP PLC. Prior to the sales, the Sub-adviser and its
worldwide asset management affiliates provided investment management and/or
administrative services to institutional, corporate and individual clients
around the world since 1969.
    
 
AIM and the Sub-adviser and their worldwide asset management affiliates provide
investment management and/or administrative services to institutional, corporate
and individual clients around the world. AIM and the Sub-adviser are both
indirect wholly owned subsidiaries of AMVESCAP PLC and its subsidiaries are an
independent investment management group that has
 
                               Prospectus Page 30
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
a significant presence in the institutional and retail segment of the investment
management industry in North America and Europe, and a growing presence in Asia.
 
   
In addition to the investment resources of their Houston, San Francisco and New
York offices, AIM and the Sub-adviser draw upon the expertise, personnel, data
and systems of other offices, including investment offices in Atlanta, Boston,
Dallas, Denver, Louisville, Miami, Portland (Oregon), Frankfurt, Hong Kong,
London, Singapore, Sydney, Tokyo and Toronto. In managing the Funds, the
Sub-adviser employs a team approach, taking advantage of its investment
resources around the world.
    
 
The investment professionals primarily responsible for the portfolio management
of the Funds are as follows:
 
                             EMERGING MARKETS FUND
 
   
<TABLE>
<CAPTION>
                             RESPONSIBILITIES FOR                           BUSINESS EXPERIENCE
NAME/OFFICE                        THE FUND                                   PAST FIVE YEARS
- ---------------------------  ---------------------  -------------------------------------------------------------------
<S>                          <C>                    <C>
Allan Conway                 Portfolio Manager      Head of Global Emerging Market Equities for the Sub- adviser and
 London                       since 1997             INVESCO GT Asset Management PLC (London) ("GT Asset Management"),
                                                     an affiliate of the Sub-adviser, since January 1997. Director of
                                                     International Equities at Hermes Investment Management from 1992
                                                     to 1997. Portfolio Manager Head of Overseas Equities at Provident
                                                     Mutual from 1982 to 1992.
 
Hugh Hunter                  Portfolio Manager      Portfolio Manager for the Sub-adviser and GT Asset Management since
 London                       since 1997             June 1997. Head of Quantitative Emerging Strategy at Baring Asset
                                                     Management (London) ("Barings") from 1992 to 1997.
 
Aziz Minhas                  Portfolio Manager      Portfolio Manager for the Sub-adviser and GT Asset Management since
 London                       since 1997             December 1997. Investment Analyst and Senior Investment Analyst
                                                     with Abu Dhabi Investment Authority (London) from 1990 to 1997.
 
Darren Read                  Portfolio Manager      Portfolio Manager for the Sub-adviser and GT Asset Management since
 London                       since 1997             May 1997. Senior Investment Analyst at Hermes from 1995 to 1997.
                                                     Chartered Accountant in the Financial Markets Division of Arthur
                                                     Andersen from 1991 to 1995.
 
Christine Rowley             Portfolio Manager      Portfolio Manager for the Sub-adviser, GT Asset Management and
 London                       since 1997             INVESCO GT Asset Management Asia Ltd. (Hong Kong), an affiliate of
                                                     the Sub-adviser, since 1992. Analyst with the Bank of England from
                                                     1989 to 1990.
 
Mark Thorogood               Portfolio Manager      Portfolio Manager for the Sub-adviser and GT Asset Management since
 London                       since 1997             May 1997. Proprietary Trader for ING-Barings (Hong Kong) from 1994
                                                     to 1997. Analyst and Portfolio Manager for Provident Mutual from
                                                     1987 to 1994.
</TABLE>
    
 
                               Prospectus Page 31
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
   
                           LATIN AMERICAN GROWTH FUND
    
 
   
<TABLE>
<CAPTION>
                             RESPONSIBILITIES FOR                           BUSINESS EXPERIENCE
NAME/OFFICE                        THE FUND                                   PAST FIVE YEARS
- ---------------------------  ---------------------  -------------------------------------------------------------------
 
<S>                          <C>                    <C>
Allan Conway                 Portfolio Manager      See description above.
 London                       since 1997
 
David Manuel                 Portfolio Manager      Head of Global Fixed Income for the Sub-adviser and GT Asset
 London                       since 1997             Management since June 1997. Portfolio Manager for the Sub-adviser
                                                     and GT Asset Management since November 1997. Investment Analyst
                                                     and Portfolio Manager for Abbey Life Investment Services Ltd. from
                                                     1987 to 1997, and Head of Latin American Equities from 1994 to
                                                     1997.
</TABLE>
    
 
                            ------------------------
 
   
In placing securities orders for the Funds' portfolio transactions, the Manager
seeks to obtain the best net results. Consistent with its obligation to obtain
the best net results, the Manager may consider a broker/dealer's sale of shares
of the AIM Funds as a factor in considering through whom portfolio transactions
will be effected. Brokerage transactions may be executed through affiliates of
AIM or the Sub-adviser. High portfolio turnover (over 100%) involves
correspondingly greater brokerage commissions and other transaction costs that
the Funds will bear directly and could result in the realization of net capital
gains which would be taxable when distributed to shareholders.
    
 
DISTRIBUTION OF FUND SHARES. AIM Distributors is the distributor of each Fund's
Advisor Class shares. Like the Manager, AIM Distributors is a wholly owned
subsidiary of AIM. The address of AIM Distributors is P.O. Box 4739, Houston,
Texas 77210-4739.
 
   
The Latin American Growth Fund has previously suspended the offering of its
shares upon the advice of the Manager that doing so was in the best interests of
the portfolio management process. As of the date of this Prospectus, the Latin
American Growth Fund has resumed sales of its shares based upon the
Sub-adviser's advice that it is consistent with prudent portfolio management to
do so. However, the Latin American Growth Fund reserves the right to suspend
sales again and Emerging Markets Fund reserves the right to suspend sales in the
future based upon the foregoing portfolio considerations.
    
 
The Sub-adviser or an affiliate thereof may make ongoing payments to Financial
Advisers and others that facilitate the administration and servicing of Advisor
Class shareholder accounts.
 
   
The Glass-Steagall Act and other applicable laws, among other things, generally
prohibit federally chartered or supervised banks from engaging in the business
of underwriting or distributing securities. Accordingly, AIM Distributors
intends to engage banks (if at all) only to perform administrative and
shareholder servicing functions. Banks and broker/dealer affiliates of banks
also may execute dealer agreements with AIM Distributors for the purpose of
selling shares of the Funds. While the matter is not free from doubt, the Board
of Trustees believes that such laws should not preclude a bank from providing
administration or shareholder servicing support or preclude a bank's affiliates
from acting as a broker/dealer. However, judicial or administrative decisions or
interpretations of such laws, as well as changes in either federal or state
statutes or regulations relating to the permissible activities of banks or their
subsidiaries or affiliates, could prevent a bank and its affiliates from
continuing to perform all or part of its servicing or broker/dealer activities.
If a bank were prohibited from so acting, its shareholder clients would be
permitted to remain shareholders, and alternative means for continuing the
servicing of such shareholders would be sought. It is not expected that
shareholders would suffer any adverse financial consequences as a result of any
of these occurrences.
    
 
                               Prospectus Page 32
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                               OTHER INFORMATION
 
- --------------------------------------------------------------------------------
 
CONFIRMATIONS AND REPORTS TO SHAREHOLDERS. Each time a transaction is made that
affects a shareholder's account in a Fund, the shareholder will receive from the
Transfer Agent a confirmation statement reflecting the transaction.
Confirmations for transactions effected pursuant to a Fund's Automatic
Investment Plan, Systematic Withdrawal Plan and automatic dividend reinvestment
program may be provided quarterly. Shortly after the end of the Funds' fiscal
year on October 31 and fiscal half-year on April 30 of each year, shareholders
receive an annual and semiannual report, respectively. In addition, the federal
income tax status of distributions made by a Fund to shareholders will be
reported after the end of the calendar year on Form 1099-DIV. Under certain
circumstances, duplicate mailings of the foregoing reports to the same household
may be consolidated.
 
   
ORGANIZATION OF THE COMPANY. The Company was organized as a Maryland Corporation
on October 29, 1987. Prior to May 29, 1998, the Company operated under the name
G.T. Investment Funds, Inc. From time to time, the Company has established and
may continue to establish other funds, each corresponding to a distinct
investment portfolio and a distinct series of the Company's shares. Shares of
each Fund are entitled to one vote per share (with proportional voting for
fractional shares) and are freely transferable. Shareholders have no preemptive
or conversion rights.
    
 
   
On any matter submitted to a vote of shareholders, shares of each Fund will be
voted by a Fund's shareholders individually when the matter affects the specific
interest of that Fund only, such as approval of its investment management
arrangements. In addition, shares of a particular class of a Fund may vote on
matters affecting only that class. The shares of each Fund and the Company's
other funds will be voted in the aggregate on other matters, such as the
election of Directors and ratification of the selection of the Company's
independent accountants.
    
 
   
Normally there will be no annual meeting of shareholders in any year, except as
required under the 1940 Act. The Company would be required to hold a
shareholders meeting in the event that at any time less than a majority of the
Directors holding office had been elected by shareholders. Directors shall
continue to hold office until their successors are elected and have qualified.
Shares of the Company's funds do not have cumulative voting rights, which means
that the holders of a majority of the shares voting for the election of
Directors can elect all the Directors. A Director may be removed upon a majority
vote of the shareholders qualified to vote in the election. Shareholders holding
10% of the Company's outstanding voting securities may call a meeting of
shareholders for the purpose of voting upon the question of removal of any
Director or for any other purpose. The 1940 Act requires the Company to assist
shareholders in calling such a meeting.
    
 
Each Fund offers Advisor Class shares through this Prospectus to certain
enumerated investors. Each Fund also offers Class A shares and Class B shares to
investors through a separate prospectus. Each class of shares will experience
different net asset values and dividends as a result of different expenses borne
by each class of shares. The per share net asset value and dividends of the
Advisor Class shares of a Fund generally will be higher than that of the Class A
and B shares of that Fund because of the higher expenses borne by the Class A
and B shares. Consequently, during comparable periods, the Funds expect that the
total return on an investment in shares of the Advisor Class will be higher than
the total return on Class A or B shares.
 
   
Pursuant to the Company's Articles of Incorporation, it may issue six billion
shares. Of this number, 300 million shares have been classified as shares of
each Fund. One hundred million shares have been classified as Class A shares of
each Fund, one hundred million shares have been classified as Class B shares of
each Fund, and one hundred million shares have been classified as Advisor Class
shares of each Fund. These amounts may be increased from time to time in the
discretion of the Board of Directors. Each share of each Fund represents an
interest in that Fund only, has a par value of $0.0001 per share, represents an
equal proportionate interest in that Fund with other shares
    
 
                               Prospectus Page 33
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
   
of that Fund and is entitled to such dividends and other distributions out of
the income earned and gain realized on the assets belonging to that Fund as may
be declared at the discretion of the Board of Directors. Each Class A, Class B
and Advisor Class share of each Fund is equal in earnings, assets and voting
privileges, except as noted above, and each class bears the expenses, if any,
related to the distribution of its shares. Shares of each Fund, when issued, are
fully paid and nonassessable.
    
 
   
Shareholders have been asked to vote on the reorganization of the Company into a
Delaware business trust. If approved by shareholders, it is anticipated that the
reorganization would occur prior to October 1, 1998.
    
 
SHAREHOLDER INQUIRIES. Shareholder inquiries may be made by calling the Funds
toll-free at (800) 223-2138 or by writing to the Funds at P.O. Box 7893, San
Francisco, CA 94120-7893.
 
PERFORMANCE INFORMATION. The Funds, from time to time, may include information
on their investment results and/or comparisons of their investment results to
various unmanaged indices or results of other mutual funds or groups of mutual
funds in advertisements, sales literature or reports furnished to present or
prospective shareholders.
 
In such materials, the Funds may quote their average annual total return
("Standardized Return"). Standardized Return is calculated separately for each
class of shares of each Fund. Standardized Return shows percentage rates
reflecting the average annual change in the value of an assumed investment in
the Fund at the end of a one-, five- and ten-year periods, reduced by the
maximum applicable sales charge imposed on sales of Fund shares. If a one-,
five- and/or ten-year period has not yet elapsed, data will be provided as of
the end of a shorter period corresponding to the life of a Fund. Standardized
Return assumes reinvestment of all dividends and other distributions.
 
In addition, in order to more completely represent the Funds' performance or
more accurately compare such performance to other measures of investment return,
the Funds also may include in advertisements, sales literature and shareholder
reports other total return performance data ("Non-Standardized Return").
Non-Standardized Return reflects percentage rates of return encompassing all
elements of return (i.e., income and capital appreciation or depreciation); it
assumes reinvestment of all dividends and other distributions. Non-Standardized
Return may be quoted for the same or different periods as those for which
Standardized Return is quoted; it may consist of an aggregate or average annual
percentage rate of return, actual year-by-year rates or any combination thereof.
Non-Standardized Return may or may not take sales charges into account;
performance data calculated without taking the effect of sales charges into
account will be higher than data including the effect of such charges.
 
The Funds' performance data reflects past performance and is not necessarily
indicative of future results. The Funds' investment results will vary from time
to time depending upon market conditions, the composition of their portfolios
and their operating expenses. These factors and possible differences in
calculation methods should be considered when comparing a Fund's investment
results with those published for other investment companies, other investment
vehicles and unmanaged indices. Each Fund's results also should be considered
relative to the risks associated with its investment objective and policies. See
"Investment Results" in the Statement of Additional Information.
 
Each Fund's annual report contains additional information with respect to its
performance. The annual report is available to investors upon request and free
of charge.
 
   
YEAR 2000 COMPLIANCE PROJECT. In providing services to the Funds, AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely on internal computer
systems as well as external computer systems provided by third parties. Some of
these systems were not originally designed to distinguish between the year 1900
and the year 2000. This inability, if not corrected, could adversely affect the
services AIM, AIM Distributors, the Transfer Agent and the Sub-adviser and
others provide the Funds and their shareholders.
    
 
To address this important issue, AIM, AIM Distributors, the Transfer Agent and
the Sub-adviser have undertaken a comprehensive Year 2000 Compliance Project
(the "Project"). The Project consists of four phases: (i) inventorying every
software and hardware system in use at AIM, AIM Distributors, the Transfer Agent
and the Sub-adviser, as well as remote, third-party systems on which AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely; (ii) identifying
those systems that may not function properly after
 
                               Prospectus Page 34
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
   
December 31, 1999; (iii) correcting or replacing those systems that have been so
identified; and (iv) testing the processing of Fund data in all systems. Phase
(i) has been completed; phase (ii) is substantially completed; phase (iii) has
commenced; and phase (iv) is expected to commence during the third quarter of
1998. The Project is scheduled to be completed by December 31, 1998. Following
completion of the Project, AIM, AIM Distributors and the Sub-adviser will review
any systems subsequently acquired to confirm that they are year 2000 compliant.
    
 
TRANSFER AGENT. Shareholder servicing, reporting and general transfer agent
functions for the Funds are performed by GT Global Investor Services, Inc. The
Transfer Agent is an affiliate of the Sub-adviser and AIM, and maintains its
offices at California Plaza, 2121 N. California Boulevard, Suite 450, Walnut
Creek, CA 94596.
 
CUSTODIAN. State Street Bank and Trust Company, 225 Franklin Street, Boston, MA
02110 is custodian of each Fund's assets.
 
COUNSEL. The law firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue,
N.W., Washington, D.C. 20036-1800, acts as counsel to the Company and the Funds.
Kirkpatrick & Lockhart LLP also acts as counsel to the Sub-adviser and the
Transfer Agent in connection with other matters.
 
   
INDEPENDENT ACCOUNTANTS. The Company's and each Fund's independent accountants
are Coopers & Lybrand L.L.P., One Post Office Square, Boston, MA 02109. Coopers
& Lybrand L.L.P. will conduct an annual audit of each Fund, assist in the
preparation of each Fund's federal and state income tax returns and consult with
the Company, or Trust, as applicable, and each Fund as to matters of accounting,
regulatory filings, and federal and state income taxation.
    
 
MULTIPLE TRANSLATIONS OF THE PROSPECTUS. This Prospectus may be translated into
other languages. In the event of any inconsistency or ambiguity as to the
meaning of any word or phrase contained in a translation, the English text shall
prevail.
 
                               Prospectus Page 35
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
                           AIM EMERGING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW,  INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF  INVESTING IN RELATED INDUSTRIES, PLEASE  CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
                                     [LOGO]
 
  NO  DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
  ANY INFORMATION  OR  TO  MAKE  ANY  REPRESENTATION  NOT  CONTAINED  IN  THIS
  PROSPECTUS  AND, IF GIVEN  OR MADE, SUCH  INFORMATION OR REPRESENTATION MUST
  NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY AIM INVESTMENT FUNDS,  INC.,
  AIM  EMERGING MARKETS FUND, AIM LATIN AMERICAN  GROWTH FUND, A I M ADVISORS,
  INC., INVESCO (NY), INC.  OR A I M  DISTRIBUTORS, INC. THIS PROSPECTUS  DOES
  NOT  CONSTITUTE AN OFFER TO SELL OR SOLICITATION  OF ANY OFFER TO BUY ANY OF
  THE SECURITIES OFFERED HEREBY IN ANY  JURISDICTION TO ANY PERSON TO WHOM  IT
  IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
    
 
   
                                                                   LEM-PRO-2
    
<PAGE>
   
                          AIM DEVELOPING MARKETS FUND:
                                 ADVISOR CLASS
    
 
                           PROSPECTUS -- JUNE 1, 1998
- --------------------------------------------------------------------------------
 
   
AIM DEVELOPING MARKETS FUND (THE "FUND") primarily seeks long-term capital
appreciation. Its secondary investment objective is income, to the extent
consistent with seeking capital appreciation. The Fund normally invests
substantially all of its assets in issuers in the developing (or "emerging")
markets of Asia, Europe, Latin America and elsewhere. A majority of the Fund's
assets ordinarily is invested in emerging market equity securities. The Fund
also invests in emerging market debt securities, which are selected based on
their potential to provide a combination of capital appreciation and current
income. There can be no assurance that the Fund will achieve its investment
objectives.
    
 
Shares offered by this Prospectus are available for purchase only by certain
investors and are offered at net asset value without the imposition of a front-
end or contingent deferred sales charge or Rule 12b-1 fees.
 
The Fund is designed for long-term investors and not as a trading vehicle. The
Fund does not represent a complete investment program, nor is it suitable for
all investors. The Fund may invest significantly in equity and high yield, high
risk ("lower quality") debt securities that are predominantly speculative.
Investments of this type are subject to a greater risk of loss of principal and
interest. The Fund's investments in securities of issuers in developing markets
involves special considerations and risks that are not typically associated with
investments in securities of issuers in the United States or in other more
established markets. Investors should carefully assess the risks associated with
an investment in the Fund.
 
   
This Prospectus sets forth concisely information an investor should know before
investing and should be read carefully and retained for future reference. A
Statement of Additional Information, dated June 1, 1998, has been filed with the
Securities and Exchange Commission ("SEC") and, as supplemented or amended from
time to time, is incorporated herein by reference. The Statement of Additional
Information is available without charge by writing to the Fund at 50 California
Street, 27th Floor, San Francisco, CA 94111, or by calling (800) 347-4246. It is
also available, along with other related materials, on the SEC's Internet web
site (http://www.sec.gov).
    
 
FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED BY,
ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
 
   
The Fund is managed by A I M Advisors, Inc. ("AIM") and are sub-advised and
sub-administered by INVESCO (NY), Inc. (the "Sub-adviser"). AIM and the
Sub-adviser and their worldwide asset management affiliates provide investment
management and/or administrative services to institutional, corporate and
individual clients around the world. AIM and the Sub-adviser are both indirect
wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and its subsidiaries are
an independent investment management group that has a significant presence in
the institutional and retail segment of the investment management industry in
North America and Europe, and a growing presence in Asia.
    
 
An investment in the Fund offers the following advantages:
 
   
/ / Access to Securities Markets Around the World
    
 
/ / Automatic Dividend and Other Distribution Reinvestment
 
   
/ / Exchange Privileges with the Advisor Class of the Other AIM/GT Funds
    
 
/ / Portfolio Rebalancing Program
 
   
FOR FURTHER INFORMATION, CALL
 
(800) 824-1580 OR CONTACT YOUR FINANCIAL ADVISER.
    
 
                                     [LOGO]
 
- --------------------------------------------------------------------------------
 
THESE  SECURITIES  HAVE  NOT  BEEN APPROVED  OR  DISAPPROVED  BY  THE SECURITIES
 AND EXCHANGE  COMMISSION, NOR  HAS THE  SECURITIES AND  EXCHANGE  COMMISSION
   PASSED  ON  THE ACCURACY  OR  ADEQUACY OF  THIS  PROSPECTUS.         ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                               Prospectus Page 1
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                               TABLE OF CONTENTS
- ------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                              Page
                                                                                            ---------
<S>                                                                                         <C>
Prospectus Summary........................................................................          3
Financial Highlights......................................................................          6
Investment Objectives and Policies........................................................          7
Risk Factors..............................................................................         12
How to Invest.............................................................................         17
How to Make Exchanges.....................................................................         19
How to Redeem Shares......................................................................         20
Shareholder Account Manual................................................................         22
Calculation of Net Asset Value............................................................         23
Dividends, Other Distributions and Federal Income Taxation................................         23
Management................................................................................         25
Other Information.........................................................................         27
</TABLE>
    
 
                               Prospectus Page 2
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                               PROSPECTUS SUMMARY
- ------------------------------------------------------------
The following summary is qualified in its entirety by the more detailed
information appearing in the body of this Prospectus. Cross-references in the
summary are to headings in the body of this Prospectus
 
   
<TABLE>
<S>                            <C>                                               <C>
The Fund:                      The Fund is a non-diversified series of AIM Investment Funds, Inc. (the "Company").
 
Investment Objectives:         The Fund's primary investment objective is long-term capital appreciation; its secondary objective is
                               income, to the extent consistent with seeking capital appreciation.
 
Principal Investments:         The  Fund normally invests a majority of its assets in emerging market equity securities and also may
                               invest in emerging market debt securities.
 
Principal Risk Factors:        There is no  assurance that the  Fund will achieve  its investment objectives.  The Fund's net  asset
                               value  per  share  will fluctuate,  reflecting  fluctuations in  the  market value  of  its portfolio
                               holdings.
 
                               The Fund invests in foreign securities. Investments  in foreign securities involve risks relating  to
                               political  and economic developments abroad and the differences between the regulations to which U.S.
                               and foreign  issuers  are  subject.  Individual  foreign  economies  also  may  differ  favorably  or
                               unfavorably  from the U.S. economy. Changes in foreign currency exchange rates will affect the Fund's
                               net asset  value, earnings,  and gains  and losses  realized on  sales of  securities. Securities  of
                               foreign  companies may  be less liquid  and their  prices more volatile  than those  of securities of
                               comparable U.S. companies. The Fund  normally invests substantially all of  its assets in issuers  in
                               emerging  markets.  Such investments  entail greater  risks  than investing  in issuers  in developed
                               markets.
 
                               The Fund may engage in certain foreign currency, options and futures transactions to attempt to hedge
                               against the overall  level of investment  and currency risk  associated with its  present or  planned
                               investments. Such transactions involve certain risks and transaction costs.
 
                               The  value of  debt securities  held by the  Fund generally  fluctuates inversely  with interest rate
                               movements. Certain investment grade debt securities  may possess speculative qualities. The Fund  may
                               invest  in below investment grade debt securities. Investments  of this type are subject to a greater
                               risk of loss of principal and interest.
 
                               See "Investment Objectives and Policies" and "Risk Factors."
 
Investment Managers:           AIM and the Sub-adviser and their worldwide asset management affiliates provide investment management
                               and/or administrative services to institutional, corporate  and individual clients around the  world.
                               AIM and the Sub-adviser are both indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and
                               its  subsidiaries are an independent  investment management group that  has a significant presence in
                               the institutional and  retail segment  of the  investment management  industry in  North America  and
                               Europe,  and a growing presence in Asia. AIM was organized in 1976 and, together with its affiliates,
                               currently advises approximately  90 investment  company portfolios. AIM  advises the  Fund and  other
                               investment
</TABLE>
    
 
                               Prospectus Page 3
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
   
<TABLE>
<S>                            <C>                                               <C>
                               company  portfolios  which are  sub-advised by  the Sub-adviser  ("AIM/GT Funds").  On May  29, 1998,
                               AMVESCAP PLC acquired the Asset Management Division  of Liechtenstein Global Trust AG, which  include
                               the  Sub-adviser and  certain other affiliates.  AIM also serves  as the investment  adviser to other
                               mutual funds, which  are not  sub-advised by  the Sub-adviser, that  are part  of The  AIM Family  of
                               Funds-Registered  Trademark- ("The AIM Family of Funds," and together with the AIM/GT Funds, the "AIM
                               Funds").
 
Advisor Class Shares:          Advisor Class  shares are  offered  through this  Prospectus to  (a)  trustees or  other  fiduciaries
                               purchasing  shares for employee benefit plans that are  sponsored by organizations that have at least
                               1,000 employees; (b) any account with  assets of at least $10,000  if (i) a financial planner,  trust
                               company,  bank trust department or registered investment  adviser has investment discretion over such
                               account, and (ii)  the account  holder pays  such person  as compensation  for its  advice and  other
                               services an annual fee of at least 0.50% on the assets in the account; (c) any account with assets of
                               a  least $10,000 if (i) such account is established  under a "wrap fee" program, and (ii) the account
                               holder pays the sponsor of such program an annual fee of at least 0.50% on the assets in the account;
                               (d) accounts  advised  by INVESCO  (NY),  Inc.  or one  of  the companies  formerly  affiliated  with
                               Liechtenstein Global Trust AG, provided such accounts were invested in Advisor Class shares of any of
                               the  AIM/GT Funds on June 1, 1998; and (e) any of the companies composing or affiliated with AMVESCAP
                               PLC.
 
Shares Available Through:      Advisor Class shares of the  Fund are available through Financial  Advisers (as defined herein)  that
                               have  entered  into  agreements  with  the  Fund's  distributor,  A  I  M  Distributors,  Inc.  ("AIM
                               Distributors") or certain of its affiliates. See "How to Invest" and "Shareholder Account Manual."
 
Exchange Privileges:           Advisor Class shares may  be exchanged for Advisor  Class shares of other  AIM/GT Funds. See "How  to
                               Make Exchanges" and "Shareholder Account Manual."
 
Redemptions:                   Shares may be redeemed through the Fund's Transfer Agent. See "How to Redeem Shares" and "Shareholder
                               Account Manual."
 
Dividends and Other            Dividends  and other  distributions from  net investment  income, net  short- term  capital gain, net
  Distributions:               capital gain and net gains from foreign currency transactions, if any, are paid annually.
 
Reinvestment:                  Dividends and other distributions may be reinvested automatically in Advisor Class shares of the Fund
                               or in Advisor Class shares of other AIM/GT Funds.
</TABLE>
    
 
   
THE AIM FAMILY OF FUNDS, THE AIM FAMILY OF FUNDS AND DESIGN (I.E., THE AIM
LOGO), AIM AND DESIGN, AIM, AIM LINK, AIM INSTITUTIONAL FUNDS, AIMFUNDS.COM, LA
FAMILIA AIM DE FONDOS AND LA FAMILIA AIM DE FONDOS AND DESIGN ARE REGISTERED
SERVICE MARKS AND INVEST WITH DISCIPLINE AND AIM BANK CONNECTION ARE SERVICE
MARKS OF A I M MANAGEMENT GROUP INC.
    
 
                               Prospectus Page 4
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
 
SUMMARY OF INVESTOR COSTS. The expenses and maximum transactions costs
associated with investing in the Advisor Class shares of the Fund are reflected
in the following tables (1):
 
<TABLE>
<CAPTION>
                                                                                                            ADVISOR CLASS
                                                                                                           ---------------
<S>                                                                                                        <C>
SHAREHOLDER TRANSACTION COSTS:
  Maximum sales charge on purchases of shares (as a % of offering price).................................          None
  Sales charges on reinvested distributions to shareholders..............................................          None
  Maximum deferred sales charge (as a % of net asset value at time of purchase or sale, whichever is
    less)................................................................................................          None
  Redemption charges.....................................................................................          None
  Exchange Fees..........................................................................................          None
ANNUAL FUND OPERATING EXPENSES (2):
  (AS A % OF AVERAGE NET ASSETS)
  Investment management and administration fees..........................................................         0.98%
  12b-1 distribution and service fees....................................................................          None
  Other expenses (after estimated waivers)...............................................................         0.52%
                                                                                                                 ------
Total Fund Operating Expenses............................................................................         1.50%
                                                                                                                 ------
                                                                                                                 ------
</TABLE>
 
   
HYPOTHETICAL EXAMPLE OF EFFECT OF EXPENSES (3):
    
 
An investor would have directly or indirectly paid the following expenses at the
end of the periods shown on a $1,000 investment in the Fund, assuming a 5%
annual return:
 
   
<TABLE>
<CAPTION>
                                                                                            ONE    THREE   FIVE     TEN
                                                                                            YEAR   YEARS   YEARS   YEARS
                                                                                            ----   -----   -----   -----
<S>                                                                                         <C>    <C>     <C>     <C>
Advisor Class Shares......................................................................  $15    $ 48    $ 82    $180
</TABLE>
    
 
- ------------------
   
(1) THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
    COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN THE FUND.
    
 
(2) Expenses are estimated based on the fees and expenses the Fund is expected
    to incur during its initial year as an open-end fund and AIM's undertaking
    to limit the Fund's expenses (exclusive of brokerage commissions, taxes,
    interest and extraordinary expenses) to the annual rate of 1.50% of the
    average daily net assets of the Fund's Advisor Class shares. Without
    waivers, "Other expenses" and "Total Fund Operating Expenses" are estimated
    to be 0.65% and 1.63%, respectively, for Advisor Class shares. "Other
    expenses" include custody, transfer agent, legal and audit fees and other
    operating expenses. See "Management" herein and in the Statement of
    Additional Information for more information. Investors purchasing Advisor
    Class shares through financial planners, trust companies, bank trust
    departments or registered investment advisers, or under a "wrap fee"
    program, will be subject to additional fees charged by such entities or by
    the sponsors of such programs. Where any account advised by one of the
    companies composing or affiliated with AMVESCAP PLC invests in Advisor Class
    shares of the Fund, such account shall not be subject to duplicative
    advisory fees.
 
   
(3) THE "HYPOTHETICAL EXAMPLE" IS NOT A REPRESENTATION OF PAST OR FUTURE
    EXPENSES. THE FUND'S ACTUAL EXPENSES, AND AN INVESTOR'S DIRECT AND INDIRECT
    EXPENSES, MAY BE MORE OR LESS THAN THOSE SHOWN. The tables and the
    assumption in the example of a 5% annual return are required by regulations
    of the SEC applicable to all mutual funds. The 5% annual return is not a
    prediction of and does not represent the Fund's projected or actual
    performance.
    
 
                               Prospectus Page 5
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
 
   
The table below provides condensed financial information concerning income and
capital changes for one share of G.T. Global Developing Markets Fund, Inc. (the
"Predecessor Fund") for the periods shown. This information is supplemented by
the financial statements and accompanying notes appearing in the Statement of
Additional Information. The financial information in the table below has been
audited by Coopers & Lybrand L.L.P., independent accountants. The Predecessor
Fund was a closed-end investment company whose single class of shares traded on
the New York Stock Exchange ("NYSE"). On October 31, 1997, the Fund, which had
no previous operating history, acquired the assets and assumed the liabilities
of the Predecessor Fund. On that date, all shareholders of the Predecessor Fund
received Class A shares of the Fund. The fees and expenses of the Fund will
differ from those of the Predecessor Fund. The Fund's fiscal year end will be
October 31, rather than December 31, which was the Predecessor Fund's fiscal
year end.
    
 
   
                          AIM DEVELOPING MARKETS FUND
                  (FORMERLY GT GLOBAL DEVELOPING MARKETS FUND)
            (SUCCESSOR TO G.T. GLOBAL DEVELOPING MARKETS FUND, INC.)
    
 
  (For the entire period shown, the Predecessor Fund operated as a closed-end
                     investment company traded on the NYSE)
 
<TABLE>
<CAPTION>
                                                                                                       JAN. 11, 1994
                                                                                                       (COMMENCEMENT
                                                                                YEAR ENDED DEC. 31,    OF OPERATIONS)
                                                                 PERIOD ENDED   --------------------         TO
                                                                 OCT. 31, 1997    1996       1995      DEC. 31, 1994
                                                                 -------------  ---------  ---------  ----------------
<S>                                                              <C>            <C>        <C>        <C>
Per Share Operating Performance:
Net asset value, beginning of period...........................    $   13.84    $   11.60  $   12.44     $    15.00
                                                                 -------------  ---------  ---------  ----------------
Income from investment operations:
  Net investment income........................................         0.25         0.53       0.72           0.35
  Net realized and unrealized gain (loss) on investments.......        (1.53)        2.19      (0.84)         (2.46)
                                                                 -------------  ---------  ---------  ----------------
    Net increase (decrease) from investment operations.........        (1.28)        2.72      (0.12)         (2.11)
                                                                 -------------  ---------  ---------  ----------------
Distributions to shareholders:
  From net investment income...................................           --        (0.48)     (0.72)         (0.35)
  From net realized gain on investments........................           --           --         --          (0.10)
                                                                 -------------  ---------  ---------  ----------------
    Total distributions........................................           --        (0.48)     (0.72)         (0.45)
                                                                 -------------  ---------  ---------  ----------------
Net asset value, end of period.................................    $   12.56    $   13.84  $   11.60     $    12.44
                                                                 -------------  ---------  ---------  ----------------
                                                                 -------------  ---------  ---------  ----------------
Market value, end of period....................................    $   11.81    $   13.84  $   11.60     $    12.44
                                                                 -------------  ---------  ---------  ----------------
                                                                 -------------  ---------  ---------  ----------------
Total investment return (based on net asset value) (a).........      (9.25)%+      23.59%    (0.95)%       (14.07)%+
Total investment return (based on market value)................        1.62%(b)    24.18%      6.60%       (32.16)%(b)
 
Ratios and supplemental data:
Net assets, end of period (in 000's)...........................    $ 457,379    $ 504,012  $ 422,348     $  452,872
Ratio of net investment income to average net assets...........        2.03%++      4.07%      6.33%          2.75%++
Ratio of expenses to average net assets:
  With expense reductions......................................        1.75%++      1.82%      1.77%          2.01%++
  Without expense reductions...................................        1.83%++      1.85%      1.80%          2.01%++
Portfolio turnover rate........................................         184%++       138%        75%            56%
Average commission rate per share paid on portfolio
 transactions..................................................    $  0.0023    $  0.0022        N/A            N/A
<FN>
- ------------------
</TABLE>
 
+   Not annualized
 
++  Annualized
 
(a) Total investment return differs from the Predecessor Fund's total investment
    return based on market value.
 
N/A Not Applicable
                         ------------------------------
 
<TABLE>
<CAPTION>
                                                                              AVERAGE MONTHLY NUMBER    AVERAGE AMOUNT
                                  AMOUNT OF DEBT    AVERAGE MONTHLY AMOUNT    OF REGISTRANT'S SHARES     OF DEBT PER
                                  OUTSTANDING AT     OF DEBT OUTSTANDING           OUTSTANDING           SHARE DURING
YEAR ENDED                         END OF PERIOD      DURING THE PERIOD         DURING THE PERIOD         THE PERIOD
- --------------------------------  ---------------  ------------------------  ------------------------  ----------------
<S>                               <C>              <C>                       <C>                       <C>
October 31, 1997................        --                 $379,964                 36,416,667             $0.0104
</TABLE>
 
                               Prospectus Page 6
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                             INVESTMENT OBJECTIVES
                                  AND POLICIES
 
- --------------------------------------------------------------------------------
 
The Fund's primary investment objective is long-term capital appreciation; its
secondary objective is income, to the extent consistent with seeking capital
appreciation. The Fund normally invests substantially all of its assets in
issuers in the developing (or "emerging") markets of Asia, Europe, Latin America
and elsewhere. A majority of the Fund's assets normally are invested in emerging
market equity securities. The Fund may invest in the following types of equity
securities: common stock, preferred stock, securities convertible into common
stock, American Depository Receipts, Global Depository Receipts, rights and
warrants to acquire such securities and substantially similar forms of equity
with comparable risk characteristics. The Fund may also invest in emerging
market debt securities that will be selected based on their potential to provide
a combination of capital appreciation and current income.
 
For purposes of the Fund's operations, emerging markets consist of all countries
determined by the Sub-adviser to have developing or emerging economies and
markets. These countries generally include every country in the world except the
United States, Canada, Japan, Australia, New Zealand and most countries located
in Western Europe. See "Investment Objectives and Policies" in the Statement of
Additional Information for a complete list of all the countries that the Fund
does not currently consider to be emerging markets.
 
For purposes of the Fund's policy of normally investing substantially all of its
assets in issuers in emerging markets, the Fund will consider investment in the
following emerging markets:
 
<TABLE>
<S>               <C>            <C>
  Algeria         Hong Kong      Peru
  Argentina       Hungary        Philippines
  Bolivia         India          Poland
  Botswana        Indonesia      Portugal
  Brazil          Israel         Republic of
  Bulgaria        Ivory Coast    Slovakia
  Chile           Jamaica        Russia
  China           Jordan         Singapore
  Colombia        Kazakhstan     Slovenia
  Costa Rica      Kenya          South Africa
  Cyprus          Lebanon        South Korea
  Czech           Malaysia       Sri Lanka
   Republic       Mauritius      Swaziland
  Dominican       Mexico         Taiwan
   Republic       Morocco        Thailand
  Ecuador         Nicaragua      Turkey
  Egypt           Nigeria        Ukraine
  El Salvador     Oman           Uruguay
  Finland         Pakistan       Venezuela
  Ghana           Panama         Zambia
  Greece          Paraguay       Zimbabwe
</TABLE>
 
Although the Fund considers each of the above-listed countries eligible for
investment, it will not be invested in all such markets at all times. Moreover,
investing in some of those markets currently may not be desirable or feasible,
due to the lack of adequate custody arrangements for the Fund's assets, overly
burdensome repatriation and similar restrictions, the lack of organized and
liquid securities markets, unacceptable political risks or for other reasons.
 
As used in this Prospectus, an issuer in an emerging market is an entity (1) for
which the principal securities trading market is an emerging market, as defined
above, (2) that (alone or on a consolidated basis) derives 50% or more of its
total revenues from business in emerging markets, provided that, in the
Sub-adviser's view, the value of such issuer's securities will tend to reflect
emerging market developments to a greater extent than developments elsewhere, or
(3) organized under the laws of, or with a principal office in, an emerging
market.
 
In selecting investments, the Sub-adviser seeks to identify those countries and
industries where economic and political factors, including currency movements,
are likely to produce above-average
 
                               Prospectus Page 7
<PAGE>
                          AIM DEVELOPING MARKETS FUND
growth rates over the long term. The Sub-adviser seeks those emerging markets
that have strongly developing economies and in which the markets are becoming
more sophisticated. The Sub-adviser then invests in those companies in such
countries and industries that it believes are best positioned and managed to
take advantage of these economic and political factors. The Sub-adviser believes
that the issuers of securities in emerging markets often have sales and earnings
growth rates that exceed those in developed countries and that such growth rates
may in turn be reflected in more rapid share price appreciation.
 
As opportunities to invest in securities in other emerging markets develop, the
Fund expects to expand and further broaden the group of emerging markets in
which it invests. In some cases, investments in debt securities could provide
the Fund with access to emerging markets in the early stages of their economic
development, when equity securities are not yet generally available or, in the
Sub-adviser's view, do not yet present an acceptable investment alternative.
While the Fund generally is not restricted in the portion of its assets that may
be invested in a single region, under normal conditions its assets will be
invested in issuers in at least four countries, and it will not invest more than
25% of its assets in issuers in one country. The Fund's holdings of any one
foreign currency together with securities denominated in or indexed to such
currency will not exceed 40% of its assets.
 
INVESTMENTS IN DEBT SECURITIES. The Fund may invest up to 50% of its total
assets in the following types of emerging market debt securities: (1) debt
securities issued or guaranteed by governments, their agencies,
instrumentalities or political subdivisions, or by government owned, controlled
or sponsored entities, including central banks (collectively, "Sovereign Debt"),
including Brady Bonds; (2) interests in issuers organized and operated for the
purpose of restructuring the investment characteristics of Sovereign Debt; (3)
debt securities issued by banks and other business entities; and (4) debt
securities denominated in or indexed to the currencies of emerging markets. Debt
securities held by the Fund may take the form of bonds, notes, bills,
debentures, bank debt obligations, short-term paper, loan participations,
assignments and interests issued by entities organized and operated for the
purpose of restructuring the investment characteristics of any of the foregoing.
There is no requirement with respect to the maturity or duration of debt
securities in which the Fund may invest.
 
There is no limitation on the percentage of the Fund's assets that may be
invested in debt securities that are rated below investment grade. Investment in
below investment grade debt securities involves a high degree of risk and can be
speculative. These debt securities are the equivalent of high yield, high risk
bonds, commonly known as "junk bonds." Debt securities in which the Fund will
invest may not be rated; if rated, it is expected that such ratings will be
below investment grade. See "Risk Factors -- Risks Associated with Debt
Securities" and "-- Risks Associated with Below Investment Grade Debt
Securities."
 
The Fund may invest in "Brady Bonds," which are debt restructurings that provide
for the exchange of cash and loans for newly issued bonds. Brady Bonds have been
issued by the countries of Albania, Argentina, Brazil, Bulgaria, Costa Rica,
Dominican Republic, Ecuador, Ivory Coast, Jordan, Mexico, Nigeria, Panama, Peru,
Philippines, Poland, Uruguay, Venezuela and Vietnam, and are expected to be
issued by other emerging market countries. As of the date of this Prospectus,
the Fund is not aware of the occurrence of any payment defaults on Brady Bonds.
Investors should recognize, however, that Brady Bonds do not have a long payment
history. In addition, Brady Bonds are often rated below investment grade.
 
The Fund may invest in either collateralized or uncollateralized Brady Bonds.
U.S. dollar-denominated collateralized Brady Bonds, which may be fixed rate par
bonds or floating rate discount bonds, are collateralized in full as to
principal by U.S. Treasury zero coupon bonds having the same maturity as the
bonds. Interest payments on such bonds generally are collateralized by cash or
securities in an amount that, in the case of fixed rate bonds, is equal to at
least one year of rolling interest payments or, in the case of floating rate
bonds, initially is equal to at least one year's rolling interest payments based
on the applicable interest rate at the time of issuance and is adjusted at
regular intervals thereafter.
 
Capital appreciation in debt securities may arise as a result of a favorable
change in relative foreign exchange rates, relative interest rate levels and/or
the creditworthiness of issuers.
 
ADDITIONAL INVESTMENT POLICIES
 
TEMPORARY DEFENSIVE STRATEGIES. In the interest of preserving shareholders'
capital, the Sub-adviser may employ a temporary defensive investment strategy
for the Fund if it determines such a strategy
 
                               Prospectus Page 8
<PAGE>
                          AIM DEVELOPING MARKETS FUND
   
to be warranted due to market, economic or political conditions. Under a
defensive strategy, the Fund may hold cash (U.S. dollars, foreign currencies or
multinational currency units) and/or invest any portion or all of its assets in
high quality money market instruments of U.S. or foreign issuers. In addition,
for temporary defensive purposes, most or all of the Fund's investments may be
made in the United States and denominated in U.S. dollars. To the extent the
Fund adopts a temporary defensive posture, it will not be invested so as to
directly achieve its investment objectives. In addition, pending investment of
proceeds from new sales of Fund shares or in order to meet ordinary daily cash
needs, the Fund may hold cash (U.S. dollars, foreign currencies or multinational
currency units) and may invest in foreign or domestic high quality money market
instruments. For a full descripton of money market instruments, see "Temporary
Defensive Strategies" in the Investment Objectives and Policies section of the
Statement of Additional Information.
    
 
BORROWING AND REVERSE REPURCHASE AGREEMENTS. In connection with meeting requests
for the redemption of Fund shares, the Fund may borrow from banks or may borrow
through reverse repurchase agreements. The Fund also may borrow up to 5% of its
total assets for temporary or emergency purposes other than to meet redemptions
but total borrowings may not exceed 33 1/3% of its total assets. However, the
Fund will not purchase securities while borrowings in excess of 5% of its total
assets are outstanding. Any borrowing by the Fund may cause greater fluctuation
in the value of its shares than would be the case if it did not borrow.
 
A reverse repurchase agreement is a borrowing transaction in which the Fund
transfers possession of a security to another party, such as a bank or
broker/dealer, in return for cash and agrees to repurchase the security in the
future at an agreed-upon price that includes an interest component.
 
SECURITIES LENDING. The Fund may lend its portfolio securities to broker/dealers
or to other institutional investors. Securities lending allows the Fund to
retain ownership of the securities loaned and, at the same time, enhances the
Fund's total return. The Fund limits its loans of portfolio securities to an
aggregate of 30% of the value of its total assets, measured at the time any such
loan is made. While a loan is outstanding the borrower must maintain with the
Fund's custodian collateral consisting of cash, U.S. government securities or
certain irrevocable letters of credit equal to at least 100% of the value of the
borrowed securities plus any accrued interest or such other collateral as
permitted by the Fund's investment program and regulatory agencies, and as
approved by the Board. The risks in lending portfolio securities, as with other
extensions of secured credit, consist of possible delays in receiving additional
collateral or in recovery of the securities and possible loss of rights in the
collateral if the borrower fails financially.
 
OPTIONS, FUTURES AND FORWARD CURRENCY TRANSACTIONS. To attempt to increase
return, the Fund may write call options on securities. This strategy will be
employed only when, in the opinion of the Sub-adviser, the size of the premium
the Fund receives for writing the option is adequate to compensate it against
the risk that appreciation in the underlying security may not be fully realized
if the option is exercised. The Fund also is authorized to write put options to
attempt to enhance return, although it does not currently intend to do so.
 
The Fund may also use forward currency contracts, futures contracts, options on
securities, options on currencies, options on indices and options on futures
contracts to attempt to hedge against the overall level of investment and
currency risk normally associated with its investments. These instruments are
often referred to as "derivatives," which may be defined as financial
instruments whose performance is derived, at least in part, from the performance
of another asset (such as a security, currency or an index of securities). The
Fund may enter into such instruments up to the full value of its portfolio
assets. See "Options, Futures and Currency Strategies" in the Statement of
Additional Information.
 
To attempt to hedge against adverse movements in exchange rates between
currencies, the Fund may enter into forward currency contracts for the purchase
or sale of a specified currency at a specified future date. Such contracts may
involve the purchase or sale of a foreign currency against the U.S. dollar or
may involve two foreign currencies. The Fund may enter into forward currency
contracts either with respect to specific transactions or with respect to its
portfolio positions. The Fund also may purchase and sell put and call options on
currencies, futures contracts on currencies and options on such futures
contracts to hedge its portfolio against movements in exchange rates.
 
                               Prospectus Page 9
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
Only a limited market, if any, currently exists for options and futures
transactions relating to currencies of most emerging markets, to securities
denominated in such currencies or to securities of issuers domiciled or
principally engaged in business in such emerging markets. To the extent that
such a market does not exist, the Sub-adviser may not be able to effectively
hedge its investment in such markets.
 
In addition, the Fund may purchase and sell put and call options on equity and
debt securities to hedge against the risk of fluctuations in the prices of
securities held by the Fund or that the Sub-adviser intends to include in the
Fund's portfolio. The Fund also may purchase and sell put and call options on
stock indices to hedge against overall fluctuations in the securities markets or
in a specific market sector.
 
Further, the Fund may sell index futures contracts and may purchase put options
or write call options on such futures contracts to protect against a general
market or a specific market sector decline that could adversely affect the
Fund's portfolio. The Fund also may purchase index futures contracts and
purchase call options or write put options on such contracts to hedge against a
general market or market sector advance and thereby attempt to lessen the cost
of future securities acquisitions. Similarly, the Fund may use interest rate
futures contracts and options thereon to hedge the debt portion of its portfolio
against changes in the general level of interest rates.
 
INVESTMENT IN OTHER INVESTMENT COMPANIES OR VEHICLES. The Fund may be able to
invest in certain countries solely or primarily through governmentally
authorized investment vehicles or companies, some of which may be investment
vehicles or companies that are advised by the Sub-adviser or its affiliates
("Affiliated Funds"). Pursuant to the Investment Company Act of 1940, as amended
(the "1940 Act"), the Fund generally may invest up to 10% of its total assets in
the aggregate in shares of other investment companies and up to 5% of its total
assets in any one investment company, as long as each investment does not
represent more than 3% of the outstanding voting stock of the acquired
investment company at the time of investment.
 
   
Investment in other investment companies may involve the payment of substantial
premiums above the value of their portfolio securities and multiple layering of
fees and expenses and is subject to limitations under the 1940 Act and market
availability. The Fund does not intend to invest in other investment companies
unless, in the judgment of the Sub-adviser, the potential benefits of such
investment justify the payment of any applicable premium or sales charge. As a
shareholder in another investment company, the Fund would bear its ratable share
of that company's expenses, including its advisory and administration fees. At
the same time the Fund would continue to pay its own management fees and other
expenses. AIM and the Sub-adviser will waive their advisory fees to the extent
that the Fund invests in an Affiliated Fund.
    
 
PRIVATIZATIONS. The governments in some emerging markets have been engaged in
programs of selling part or all of their stakes in government owned or
controlled enterprises ("privatizations"). The Sub-adviser believes that
privatizations may offer opportunities for significant capital appreciation and
intends to invest assets of the Fund in privatizations in appropriate
circumstances. In certain emerging markets, the ability of foreign entities such
as the Fund to participate in privatizations may be limited by local law or the
terms on which the Fund may be permitted to participate may be less advantageous
than those afforded local investors. There can be no assurance that governments
in emerging markets will continue to sell companies currently owned or
controlled by them or that privatization programs will be successful.
 
WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES. The Fund may purchase debt
securities on a "when-issued" basis and may purchase or sell such securities on
a "forward commitment" basis in order to hedge against anticipated changes in
interest rates and prices. The price, which is generally expressed in yield
terms, is fixed at the time the commitment is made, but delivery and payment for
the securities take place at a later date. When-issued securities and forward
commitments may be sold prior to the settlement date, but the Fund will purchase
or sell when-issued securities and forward commitments only with the intention
of actually receiving or delivering the securities, as the case may be. No
income accrues on securities that have been purchased pursuant to a forward
commitment or on a when-issued basis prior to delivery to the Fund. If the Fund
disposes of the right to acquire a when-issued security prior to its acquisition
or disposes of its right to deliver or receive against a forward commitment, it
may incur a gain or loss. At the time the Fund enters into
 
                               Prospectus Page 10
<PAGE>
                          AIM DEVELOPING MARKETS FUND
a transaction on a when-issued or forward commitment basis, the Fund will
segregate cash or liquid securities equal to the value of the when-issued or
forward commitment securities with its custodian bank and will mark to market
daily such assets. There is a risk that the securities may not be delivered and
that the Fund may incur a loss.
 
LOAN PARTICIPATIONS AND ASSIGNMENTS. The Fund may invest in fixed and floating
rate loans ("Loans") arranged through private negotiations between a foreign
entity and one or more financial institutions ("Lenders"). The majority of the
Fund's investments in Loans in emerging markets is expected to be in the form of
participations in Loans ("Participations") and assignments of portions of Loans
from third parties ("Assignments"). Participations typically will result in the
Fund having a contractual relationship only with the Lender, not with the
borrower. The Fund will have the right to receive payments of principal,
interest and any fees to which it is entitled only from the Lender selling the
Participation and only upon receipt by the Lender of the payments from the
borrower. In connection with purchasing Participations, the Fund generally will
have no right to enforce compliance by the borrower with the terms of the loan
agreement relating to the loan nor any rights of set-off against the borrower,
and the Fund may not directly benefit from any collateral supporting the Loan in
which it has purchased the Participation. As a result, the Fund will assume the
credit risk of both the borrower and the Lender that is selling the
Participation.
 
In the event of the insolvency of the Lender selling a Participation, the Fund
may be treated as a general creditor of the Lender and may not benefit from any
set-off between the Lender and the borrower. The Fund will acquire
Participations only if the Lender interpositioned between the Fund and the
borrower is determined by the Sub-adviser to be creditworthy. When the Fund
purchases Assignments from Lenders, the Fund will acquire direct rights against
the borrower on the Loan. However, because Assignments are arranged through
private negotiations between potential assignees and assignors, the rights and
obligations acquired by the Fund as the purchaser of an Assignment may differ
from, and be more limited than, those held by the assigning Lender.
 
ZERO COUPON SECURITIES. The Fund may invest in certain zero coupon securities
that are "stripped" U.S. Treasury notes and bonds. The Fund also may invest in
zero coupon and other deep discount securities issued by foreign governments and
domestic and foreign corporations, including certain Brady Bonds and other
foreign debt, and in payment-in-kind securities. Zero coupon securities pay no
interest to holders prior to maturity, and payment-in-kind securities pay
"interest" in the form of additional securities. However, a portion of the
original issue discount on zero coupon securities and the interest on
payment-in-kind securities will be included in the Fund's income. Accordingly,
for the Fund to continue to qualify for tax treatment as a regulated investment
company and to avoid a certain excise tax (see "Taxes" in the Statement of
Additional Information), it may be required to distribute an amount that is
greater than the total amount of cash it actually receives. These distributions
may be made from the Fund's cash assets or, if necessary, from the proceeds of
sales of portfolio securities. The Fund will not be able to purchase additional
income-producing securities with cash used to make such distributions, and its
current income ultimately may be reduced as a result. Zero coupon and
payment-in-kind securities usually trade at a deep discount from their face or
par value and will be subject to greater fluctuations of market value in
response to changing interest rates than debt obligations of comparable
maturities that make current distributions of interest in cash.
 
INDEXED COMMERCIAL PAPER. The Fund may invest without limitation in commercial
paper that is indexed to certain specific foreign currency exchange rates. The
terms of such commercial paper provide that its principal amount is adjusted
upwards or downwards (but not below zero) at maturity to reflect changes in the
exchange rate between two currencies while the obligation is outstanding. The
Fund will purchase such commercial paper with the currency in which it is
denominated and, at maturity, will receive interest and principal payments
thereon in that currency, but the amount of principal payable by the issuer at
maturity will change in proportion to the change (if any) in the exchange rate
between the two specified currencies between the date the instrument is issued
and the date the instrument matures. While such commercial paper entails the
risk of loss of principal, the potential for realizing gains as a result of
changes in foreign currency exchange rates enables the Fund to hedge against a
decline in the U.S. dollar value of investments denominated in foreign
currencies while seeking to provide an attractive money market rate of return.
The Fund will not purchase such commercial paper for speculation.
 
                               Prospectus Page 11
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
OTHER INDEXED SECURITIES. The Fund may invest in certain other indexed
securities, which are securities whose prices are indexed to the prices of other
securities, securities indices, currencies, precious metals or other commodities
or other financial indicators. Indexed securities typically, but not always, are
debt securities or deposits whose value at maturity or coupon rate is determined
by reference to a specific instrument or statistic. The performance of indexed
securities depends to a great extent on the performance of the security,
currency or other instrument to which they are indexed and also may be
influenced by interest rate changes in the United States and abroad. At the same
time, indexed securities are subject to the credit risks associated with the
issuer of the security, and their values may decline substantially if the
issuer's creditworthiness deteriorates. Indexed securities may be more volatile
than the underlying instruments. New forms of indexed securities continue to be
developed. The Fund may invest in such securities to the extent consistent with
its investment objectives.
 
OTHER INFORMATION. The Fund's investment objectives may not be changed without
the approval of a majority of its outstanding voting securities. The "majority
of its outstanding voting securities" means the lesser of (i) 67% of the shares
represented at a meeting at which more than 50% of the outstanding shares are
represented, or (ii) more than 50% of the outstanding shares. In addition, the
Fund has adopted certain investment limitations that also may not be changed
without shareholder approval. A complete description of these limitations is
included in the Statement of Additional Information. Unless specifically noted,
the Fund's investment policies described in this Prospectus and in the Statement
of Additional Information may be changed by the Company's Board of Directors
without shareholder approval. The Fund's policies regarding lending, and the
percentage of Fund assets that may be committed to borrowing, are fundamental
policies and may not be changed without shareholder approval.
 
If a percentage restriction on investment or utilization of assets in an
investment policy or restriction is adhered to at the time an investment is
made, a later change in percentage ownership of a security or kind of securities
resulting from changing market values or a similar type of event will not be
considered a violation of the Fund's investment policies or restrictions.
 
The Fund is authorized to engage in Short Sales, although it currently has no
intention of doing so, and may purchase American Depository Receipts, American
Depository Shares, Global Depository Receipts and European Depository Receipts.
See "Short Sales" and "Depository Receipts," respectively, in the Investment
Objectives and Policies section of the Statement of Additional Information.
 
- --------------------------------------------------------------------------------
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
GENERAL. There is no assurance that the Fund will achieve its investment
objectives. Investing in the Fund entails a substantial degree of risk and an
investment in the Fund should be considered speculative. Investors are strongly
advised to consider carefully the special risks involved in investing in
emerging markets, which are in addition to the usual risks of investing in
developed markets around the world.
 
   
The Fund's net asset value will fluctuate, reflecting fluctuations in the market
value of its portfolio positions and its net currency exposure. Equity
securities, particularly common stocks, generally represent the most junior
position in an issuer's capital structure and entitle holders to an interest in
the assets of an issuer, if any, remaining after all more senior claims have
been satisfied. The value of equity securities held by the Fund will fluctuate
in response to general market and economic developments, as well as developments
affecting the particular issuers of such securities. In addition, the value of
debt securities held by the Fund generally will fluctuate with changes in the
perceived creditworthiness of the issuers of such securities and interest rates.
    
 
NON-DIVERSIFIED CLASSIFICATION. The Fund is classified under the 1940 Act as a
"non-diversified" fund. As a result, the Fund will be able to invest in a
smaller number of issuers than if it was classified under the 1940 Act as a
"diversified" fund. To the extent that the Fund invests in a smaller number
 
                               Prospectus Page 12
<PAGE>
                          AIM DEVELOPING MARKETS FUND
of issuers, the net asset value of its shares may fluctuate more widely and it
may be subject to greater investment and credit risk with respect to its
portfolio.
 
FOREIGN INVESTING. Investing in foreign securities entails certain risks. The
securities of non-U.S. issuers generally will not be registered with, nor the
issuers thereof be subject to, the reporting requirements of, the SEC.
Accordingly, there may be less publicly available information about foreign
securities and issuers than is available about domestic securities and issuers.
Foreign companies generally are not subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to domestic companies. In addition, certain costs attributable to
foreign investing, such as custody charges, are higher than those attributable
to domestic investing. Securities of some foreign companies are less liquid and
their prices may be more volatile than securities of comparable domestic
companies. The Fund's net investment income from foreign issuers may be subject
to non-U.S. withholding taxes, thereby reducing that income.
 
Investing in some foreign countries involves risks relating to potential
political and economic instability within such countries and the risks of
expropriation, nationalization, confiscation of assets and property or the
imposition of restrictions on foreign investment and on repatriation of capital
invested. In the event of such expropriation, nationalization or other
confiscation, the Fund could lose its entire investment in that market.
Moreover, individual foreign economies may differ favorably or unfavorably from
the U.S. economy in such respects as growth of gross national product, rate of
inflation, rate of savings and capital reinvestment, currency depreciation,
resource self-sufficiency and balance of payments positions. Investments in
foreign government securities involve special risks, including the risk that the
government issuers may be unable or unwilling to repay principal or interest
when due.
 
The Fund will also be affected favorably or unfavorably by exchange control
regulations or changes in the exchange rates between such currencies and the
U.S. dollar. Changes in currency exchange rates will affect the net asset value
of the Fund's shares and also may affect the value of dividends and interest
earned by the Fund and gains and losses realized by it.
 
INVESTING IN EMERGING MARKETS. Emerging markets generally are dependent heavily
upon international trade and, accordingly, have been and may continue to be
affected adversely by trade barriers, exchange controls, managed adjustments in
relative currency values and other protectionist measures imposed or negotiated
by the countries with which they trade. Inflation and rapid fluctuations in
inflation rates have had and may continue to have negative effects on the
economies and securities markets of certain countries with emerging markets.
 
Disclosure and regulatory standards in many respects are less stringent than in
the United States and other major markets. There also may be a lower level of
monitoring and regulation of emerging markets and the activities of investors in
such markets, and enforcement of existing regulations has been extremely
limited.
 
In addition, brokerage commissions, custodial services and other costs relating
to investment in foreign markets generally are more expensive than in the United
States, particularly with respect to emerging markets. Such markets have
different settlement and clearance procedures. In certain markets there have
been times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions. The
inability of the Fund to make intended securities purchases due to settlement
problems could cause it to miss attractive investment opportunities. Inability
to dispose of a portfolio security caused by settlement problems could result
either in losses to the Fund due to subsequent declines in value of the
portfolio security or, if the Fund has entered into a contract to sell the
security, could result in possible liability to the purchaser.
 
The securities markets of emerging countries are substantially smaller, less
developed, less liquid and more volatile than the securities markets of the
developed countries. The risk also exists that an emergency situation may arise
in one or more emerging markets as a result of which trading of securities may
cease or may be substantially curtailed and prices for the Fund's portfolio
securities in such markets may not be readily available. Section 22(e) of the
1940 Act permits a registered investment company, such as the Fund, to suspend
redemption of its shares for any period during which an emergency exists, as
determined by the SEC. Accordingly, when the Fund believes that circumstances
dictate, it will promptly apply to the SEC for a determination that such an
emergency exists. During the period commencing with the Fund's identification of
such conditions until the date of any SEC action, the Fund's portfolio
securities in the affected markets will be valued at
 
                               Prospectus Page 13
<PAGE>
                          AIM DEVELOPING MARKETS FUND
   
fair value determined in good faith by or under the direction of the Company's
Board of Directors.
    
 
RISKS ASSOCIATED WITH DEBT SECURITIES. The value of the debt securities held by
the Fund generally will vary inversely with market interest rates. If interest
rates in a market fall, the Fund's debt securities issued by governments or
companies in that market ordinarily will increase in value. If market interest
rates increase, however, the debt securities owned by the Fund in that market
will likely decrease in value.
 
RISKS ASSOCIATED WITH BELOW INVESTMENT GRADE DEBT SECURITIES. The Fund may
invest up to 50% of its total assets in debt securities rated below investment
grade. Such investments involve a high degree of risk.
 
Debt rated Baa by Moody's Investors Service, Inc. ("Moody's") is considered by
Moody's to have speculative characteristics. Debt rated BB, B, CCC, CC or C by
Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"), and
debt rated Ba, B, Caa, Ca or C by Moody's is regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligation. While such
lower quality debt will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major risk exposures to adverse
conditions. Debt rated C by Moody's or S&P is the lowest rated debt that is not
in default as to principal or interest, and issues so rated can be regarded as
having extremely poor prospects of ever attaining any real investment standing.
Lower quality debt securities are also generally considered to be subject to
greater risk than securities with higher ratings with regard to a deterioration
of general economic conditions. These foreign debt securities are the equivalent
of high yield, high risk bonds, commonly known as "junk bonds."
 
Ratings of debt securities represent the rating agency's opinion regarding their
quality and are not a guarantee of quality. Rating agencies attempt to evaluate
the safety of principal and interest payments and do not evaluate the risks of
fluctuations in market value. Also, rating agencies may fail to make timely
changes in credit ratings in response to subsequent events, so that an issuer's
current financial condition may be better or worse than a rating indicates.
 
The market values of lower quality debt securities tend to reflect individual
developments of the issuer to a greater extent than do higher quality
securities, which react primarily to fluctuations in the general level of
interest rates. In addition, lower quality debt securities tend to be more
sensitive to economic conditions and generally have more volatile prices than
higher quality securities. Issuers of lower quality securities are often highly
leveraged and may not have available to them more traditional methods of
financing. For example, during an economic downturn or a sustained period of
rising interest rates, highly leveraged issuers of lower quality securities may
experience financial stress. During such periods, such issuers may not have
sufficient revenues to meet their interest payment obligations. The issuer's
ability to service its debt obligations may also be adversely affected by
specific developments affecting it, such as its inability to meet specific
projected business forecasts or the unavailability of additional financing.
Similarly, certain emerging market governments that issue lower quality debt
securities are among the largest debtors to commercial banks, foreign
governments and supranational organizations such as the World Bank and may not
be able or willing to make principal and/or interest repayments as they come
due. The risk of loss due to default by the issuer is significantly greater for
the holders of lower quality securities because such securities are generally
unsecured and may be subordinated to the claims of other creditors of the
issuer.
 
Lower quality debt securities frequently have call or buy-back features that
would permit an issuer to call or repurchase the security from the Fund. In
addition, the Fund may have difficulty disposing of lower quality securities
because they may have a thin trading market. There may be no established retail
secondary market for many of these securities, and the Fund anticipates that
such securities could be sold only to a limited number of dealers or
institutional investors. The lack of a liquid secondary market also may have an
adverse impact on market prices of such instruments and may make it more
difficult for the Fund to obtain accurate market quotations for purposes of
valuing its portfolio. The Fund may also acquire lower quality debt securities
during an initial underwriting or that are sold without registration under
applicable securities laws. Such securities involve special considerations and
risks.
 
In addition to the foregoing, factors that could have an adverse effect on the
market value of lower quality debt securities in which the Fund may invest
include (1) potential adverse publicity, (2) heightened sensitivity to general
economic or political conditions and (3) the likely adverse impact of a major
economic recession.
 
                               Prospectus Page 14
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
The Fund may also incur additional expenses to the extent it is required to seek
recovery upon a default in the payment of principal or interest on its portfolio
holdings, and the Fund may have limited legal recourse in the event of a
default. Debt securities issued by governments in emerging markets can differ
from debt obligations issued by private entities in that remedies from defaults
generally must be pursued in the courts of the defaulting government, and legal
recourse is therefore somewhat diminished. Political conditions, in terms of a
government's willingness to meet the terms of its debt obligations, also are of
considerable significance. There can be no assurance that the holders of
commercial bank debt may not contest payments to the holders of debt securities
issued by governments in emerging markets in the event of default by the
governments under commercial bank loan agreements.
 
ILLIQUID SECURITIES. The Fund may invest up to 15% of its net assets in
securities for which no readily available market exists, so-called "illiquid
securities." Illiquid securities may be more difficult to value than liquid
securities, and the sale of illiquid securities generally will require more time
and result in higher brokerage charges or dealer discounts and other selling
expenses than the sale of liquid securities. Moreover, illiquid securities often
sell at a price lower than similar securities that are liquid.
 
CURRENCY RISK. Because the Fund may invest substantially in securities
denominated in currencies other than the U.S. dollar, and since the Fund may
hold foreign currencies, it will be affected favorably or unfavorably by
exchange control regulations or changes in the exchange rates between such
currencies and the U.S. dollar. Changes in currency exchange rates will affect
the net asset value of the Fund's shares and also may affect the value of
dividends and interest earned by the Fund and gains and losses realized by it.
Currencies generally are evaluated on the basis of fundamental economic criteria
(e.g., relative inflation and interest rate levels and trends, growth rate
forecasts, balance of payments status and economic policies) as well as
technical and political data. Exchange rates are determined by the forces of
supply and demand in the foreign exchange markets. These forces are affected by
the international balance of payments and other economic and financial
conditions, government intervention, speculation and other factors. If the
currency in which a security is denominated appreciates against the U.S. dollar,
the dollar value of the security will increase. Conversely, a decline in the
exchange rate of the currency would adversely affect the value of the security
expressed in dollars.
Many of the currencies of emerging market countries have experienced steady
devaluations relative to the U.S. dollar, and major devaluations have
historically occurred in certain countries. Any devaluations in the currencies
in which the Fund's portfolio securities are denominated may have a detrimental
impact on the Fund.
 
Some countries also may have fixed currencies whose values against the U.S.
dollar are not independently determined. In addition, there is a risk that
certain countries may restrict the free conversion of their currencies into
other currencies. Further, certain currencies may not be internationally traded.
 
OPTIONS, FUTURES AND FOREIGN CURRENCY TRANSACTIONS. The Fund is authorized to
enter into options, futures and forward currency transactions. These
transactions involve certain risks, which include: (1) dependence on the
Sub-adviser's ability to predict movements in the prices of individual
securities, fluctuations in the general securities markets and movements in
interest rates and currency markets; (2) imperfect correlation, or even no
correlation, between movements in the price of forward contracts, options,
futures contracts or options thereon and movements in the price of the currency
or security hedged or used for cover; (3) the fact that skills and techniques
needed to trade options, futures contracts and options thereon or to use forward
currency contracts are different from those needed to select the securities in
which the Fund invests; (4) lack of assurance that a liquid secondary market
will exist for any particular option, futures contract or option thereon at any
particular time; (5) the possible loss of principal under certain conditions;
and (6) the possible inability of the Fund to purchase or sell a portfolio
security at a time when it would otherwise be favorable for it to do so, or the
possible need for the Fund to sell a security at a disadvantageous time, due to
the need for the Fund to maintain "cover" or to set aside securities in
connection with hedging transactions.
 
LOAN PARTICIPATIONS AND ASSIGNMENTS. The Fund may have difficulty disposing of
Assignments and Participations. The liquidity of such securities is limited, and
the Fund anticipates that such securities could be sold only to a limited number
of institutional investors. The lack of a liquid secondary market could have an
adverse impact on the value of such securities and on the Fund's ability to
dispose of particular Assignments or Participations when necessary to meet its
liquidity needs or in response
 
                               Prospectus Page 15
<PAGE>
                          AIM DEVELOPING MARKETS FUND
to a specific economic event, such as a deterioration in the creditworthiness of
the borrower. The lack of a liquid secondary market for Assignments and
Participations also may make it more difficult for the Fund to assign a value to
those securities for purposes of valuing its portfolio and calculating its net
asset value.
 
SOVEREIGN DEBT. The Fund may invest in sovereign debt securities of emerging
market governments, including Brady Bonds. Investments in such securities
involve special risks. The issuer of the debt or the governmental authorities
that control the repayment of the debt may be unable or unwilling to repay
principal or interest when due in accordance with the terms of such debt.
Periods of economic uncertainty may result in the volatility of market prices of
sovereign debt obligations and in turn the Fund's net asset value, to a greater
extent than the volatility inherent in domestic fixed income securities.
 
A sovereign debtor's willingness or ability to repay principal and pay interest
in a timely manner may be affected by, among other factors, its cash flow
situation, the extent of its foreign reserves, the availability of sufficient
foreign exchange on the date a payment is due, the relative size of the debt
service burden to the economy as a whole, the sovereign debtor's policy toward
principal international lenders and the political constraints to which a
sovereign debtor may be subject. Emerging market governments could default on
their sovereign debt. Such sovereign debtors also may be dependent on expected
disbursements from foreign governments, multilateral agencies and other entities
abroad to reduce principal and interest arrearages on their debt. The commitment
on the part of these governments, agencies and others to make such disbursements
may be conditioned on a sovereign debtor's implementation of economic reforms
and/or economic performance and the timely service of such debtor's obligations.
Failure to implement such reforms, achieve such levels of economic performance
or repay principal or interest when due may result in the cancellation of such
third parties' commitments to lend funds to the sovereign debtor, which may
further impair such debtor's ability or willingness to timely service its debts.
 
The occurrence of political, social or diplomatic changes in one or more of the
countries issuing sovereign debt could adversely affect the Fund's investments.
Emerging markets are faced with social and political issues, and some of them
have experienced high rates of inflation in recent years and have extensive
internal debt. Among other effects, high inflation and internal debt service
requirements may adversely affect the cost and availability of future domestic
sovereign borrowing to finance governmental programs and may have other adverse
social, political and economic consequences. Political changes or a
deterioration of a country's domestic economy or balance of trade may affect its
willingness to service its sovereign debt. Although the Sub-adviser intends to
manage the Fund in a manner that will minimize the exposure to such risks, there
can be no assurance that adverse political changes will not cause the Fund to
suffer a loss of interest or principal on any of its holdings.
 
In recent years, some of the emerging market countries in which the Fund expect
to invest have encountered difficulties in servicing their sovereign debt
obligations. Some of these countries have withheld payments of interest and/or
principal of sovereign debt. These difficulties have also led to agreements to
restructure external debt obligations -- in particular, commercial bank loans --
typically by rescheduling principal payments, reducing interest rates and
extending new credits to finance interest payments on existing debt. In the
future, holders of emerging market sovereign debt securities may be requested to
participate in similar rescheduling of such debt. Certain emerging market
countries are among the largest debtors to commercial banks and foreign
governments. Currently, Brazil, Mexico and Argentina are the largest debtors
among developing countries. At times certain emerging market countries have
declared moratoria on the payment of principal and interest on external debt;
such a moratorium is currently in effect in certain emerging market countries.
There is no bankruptcy proceeding by which a creditor may collect in whole or in
part sovereign debt on which an emerging market government has defaulted.
 
The ability of emerging market governments to make timely payments on their
sovereign debt securities is likely to be influenced strongly by a country's
balance of trade and its access to trade and other international credits. A
country whose exports are concentrated in a few commodities could be vulnerable
to a decline in the international prices of one or more of such commodities.
Increased protectionism on the part of a country's trading partners could also
adversely affect its exports. Such events could diminish a country's trade
account surplus, if any. To the extent that a country receives payment for its
exports in currencies other than hard currencies, its ability to make hard
currency payments could be affected.
 
                               Prospectus Page 16
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
As noted above, sovereign debt obligations issued by emerging market governments
generally are deemed to be the equivalent in terms of quality to securities
rated below investment grade by Moody's and S&P. Such securities are regarded as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligations and involve
major risk exposure to adverse conditions. Some of such securities, with respect
to which the issuer currently may not be paying interest or may be in payment
default, may be comparable to securities rated D by S&P or C by Moody's. The
Fund may have difficulty disposing of and valuing certain sovereign debt
obligations because there may be a limited trading market for such securities.
Because there is no liquid secondary market for many of these securities, the
Fund anticipates that such securities could be sold only to a limited number of
dealers or institutional investors.
 
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                                 HOW TO INVEST
 
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GENERAL. Advisor Class shares are offered through this Prospectus to (a)
trustees or other fiduciaries purchasing shares for employee benefit plans that
are sponsored by organizations that have at least 1,000 employees; (b) any
account with assets of at least $10,000 if (i) a financial planner, trust
company, bank trust department or registered investment adviser has investment
discretion over such account, and (ii) the account holder pays such person as
compensation for its advice and other services an annual fee of at least .50% on
the assets in the account ("Advisory Account"); (c) any account with assets of
at least $10,000 if (i) such account is established under a "wrap fee" program,
and (ii) the account holder pays the sponsor of such program an annual fee of at
least .50% on the assets in the account ("Wrap Fee Account"); (d) accounts
advised by INVESCO (NY), Inc. or one of the companies formerly affiliated with
Liechtenstein Global Trust AG, provided such accounts were invested in Advisor
Class shares of any of the AIM/GT Funds on June 1, 1998; and (e) any of the
companies composing or affiliated with AMVESCAP PLC. Financial planners, trust
companies, bank trust companies and registered investment advisers referenced in
subpart (b) and sponsors of "wrap fee" programs referenced in subpart (c) are
collectively referred to as "Financial Advisers." Investors in Wrap Fee Accounts
and Advisory Accounts may only purchase Advisor Class shares through Financial
Advisers who have entered into agreements with AIM Distributors and certain of
its affiliates. Investors may be charged a fee by their agents or brokers if
they effect transactions other than through a dealer.
    
 
All purchase orders will be executed at the public offering price next
determined after the purchase order is received. Orders received by authorized
institutions (or their designees) before the close of regular trading on the
NYSE (currently 4:00 p.m. Eastern Time, unless weather, equipment failure or
other factors contribute to an earlier closing time) on any Business Day will be
executed at the public offering price for the applicable class of shares
determined that day. Orders received by authorized institutions (or their
designees) before the close of regular trading on the NYSE on a Business Day
will be deemed to have been received by the Fund on such day and will be
effected that day, provided that such orders are transmitted to the Transfer
Agent prior to the time set for the receipt of such orders. A "Business Day" is
any day Monday through Friday on which the NYSE is open for business. The
authorized institution (or its designee) will be responsible for forwarding the
investor's order to the Transfer Agent so that it will be received prior to the
required time.
 
THE FUND AND AIM DISTRIBUTORS RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER AND
TO SUSPEND THE OFFERING OF SHARES FOR A PERIOD OF TIME. In particular, the Fund
and AIM Distributors may reject purchase orders or exchanges by investors who
appear to follow, in the Sub-adviser's judgment, a market-timing strategy or
otherwise engage in excessive trading. See "How to Make Exchanges -- Limitations
on Purchase Orders and Exchanges."
 
Fiduciaries and Financial Advisers may be required to provide information
satisfactory to AIM Distributors concerning their eligibility to purchase
Advisor Class shares. For specific information on opening an account, please
contact your Financial Adviser or AIM Distributors.
 
   
FOR ANY FUND NAMED ON THE COVER PAGE OF THIS PROSPECTUS, AIM DISTRIBUTORS AND
ITS AGENTS RESERVE THE RIGHT AT ANY TIME (1) TO WITHDRAW ALL OR ANY PART OF THE
OFFERING MADE BY THIS PROSPECTUS; (2) TO REJECT ANY PURCHASE OR EXCHANGE ORDER
OR TO CANCEL ANY
    
 
                               Prospectus Page 17
<PAGE>
                          AIM DEVELOPING MARKETS FUND
   
PURCHASE DUE TO NONPAYMENT OF THE PURCHASE PRICE; (3) TO INCREASE, WAIVE OR
LOWER THE MINIMUM INVESTMENT REQUIREMENTS; OR (4) TO MODIFY ANY OF THE TERMS OR
CONDITIONS OF PURCHASE OF SHARES OF SUCH FUND. For any Fund named on the cover
page, AIM Distributors and its agents will use their best efforts to provide
notice of any such actions through correspondence with broker-dealers and
existing shareholders, supplements to the AIM/GT Funds' prospectuses, or other
appropriate means, and will provide sixty (60) days' notice in the case of
termination or material modification to the exchange privilege discussed under
the caption "How to Make Exchanges."
    
 
PURCHASE BY BANK WIRE. Shares of the Fund may also be purchased by bank wire.
Bank wire purchases will be effected at the next determined public offering
price after the bank wire is received. A wire investment is considered received
when the Transfer Agent is notified that the bank wire has been credited to the
Fund. Prior telephonic or facsimile notice that a bank wire is being sent must
be provided to the Transfer Agent. A bank may charge a service fee for wiring
money to the Fund. The Transfer Agent currently does not charge a service fee
for facilitating wire purchases, but reserves the right to do so in the future.
For more information, please refer to the Shareholder Account Manual in this
Prospectus.
 
CERTIFICATES. Physical certificates representing the Fund's shares will not be
issued unless a written request is submitted to the Transfer Agent. Shares of
the Fund are recorded on a register by the Transfer Agent, and shareholders who
do not elect to receive certificates have the same rights of ownership as if
certificates had been issued to them. Redemptions and exchanges by shareholders
who hold certificates may take longer to effect than similar transactions
involving non-certificated shares because the physical delivery and processing
of properly executed certificates is required. ACCORDINGLY, THE FUND RECOMMENDS
THAT SHAREHOLDERS DO NOT REQUEST ISSUANCE OF CERTIFICATES.
 
   
PORTFOLIO REBALANCING PROGRAM. The Portfolio Rebalancing Program ("Program")
permits eligible shareholders to establish and maintain an allocation across a
range of AIM/GT Funds. The Program automatically rebalances holdings of AIM/ GT
Funds to the established allocation on a periodic basis. Under the Program, a
shareholder may predesignate, on a percentage basis, how the total value of his
or her holdings in a minimum of two, and a maximum of ten, AIM/GT Funds
("Personal Portfolio") is to be rebalanced on a monthly, quarterly, semiannual,
or annual basis.
    
 
   
Rebalancing under the Program will be effected through the exchange of shares of
one or more AIM/ GT Funds in the shareholders' Personal Portfolio for shares of
the same class of one or more other AIM/GT Funds in the shareholder's Personal
Portfolio. See "How to Make Exchanges." If shares of the AIM/GT Fund(s) in a
shareholder's Personal Portfolio have appreciated during a rebalancing period,
the Program will result in shares of AIM/GT Fund(s) that have appreciated most
during the period being exchanged for shares of AIM/GT Fund(s) that have
appreciated least. SUCH EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A
SHAREHOLDER'S REALIZING A GAIN OR LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME
TAX PURPOSES. See "Dividends, Other Distributions and Federal Income Taxation."
Participation in the Program does not assure that a shareholder will profit from
purchases under the Program nor does it prevent or lessen losses in a declining
market.
    
 
The Program will automatically rebalance the shareholder's Personal Portfolio on
the 28th day of the last month of the period chosen (or the immediately
preceding business day if the 28th is not a business day), subject to any
limitations below. The Program will not execute an exchange if the variance in a
shareholder's Personal Portfolio for a particular Fund would be 2% or less. In
predesignating percentages, shareholders must use whole percentages and totals
must equal 100%. Shareholders participating in the Program may not request
issuance of physical certificates representing a Fund's shares. Exchanges made
under the Program are not subject to the four free exchanges per year
limitation. The Funds and AIM Distributors reserve the right to modify, suspend,
or terminate the Program at any time on 60 days' prior written notice to
shareholders. A request to participate in the Program must be received in good
order at least five business days prior to the next rebalancing date. Once a
shareholder establishes the Program for his or her Personal Portfolio, a
shareholder cannot cancel or change which rebalancing frequency, which Funds or
what allocation percentages are assigned to the Program, unless canceled or
changed in writing and received by the Transfer Agent in good order at least
five business days prior to the rebalancing date. Certain Financial Institutions
may charge a fee for establishing accounts relating to the Program. Investors
should contact their Financial Institution or AIM Distributors for more
information.
 
                               Prospectus Page 18
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                             HOW TO MAKE EXCHANGES
 
- --------------------------------------------------------------------------------
 
   
Advisor Class shares of the Fund may be exchanged for Advisor Class shares of
any other AIM/GT Fund, based on their respective net asset values without
imposition of any sales charges, provided that the registration remains
identical. Exchange requests received in good order by the Transfer Agent before
the close of regular trading on the NYSE on any Business Day will be processed
at the net asset value calculated on that day.
    
 
   
EXCHANGES ARE NOT TAX-FREE AND MAY RESULT IN A SHAREHOLDER REALIZING A GAIN OR
LOSS, AS THE CASE MAY BE, FOR FEDERAL INCOME TAX PURPOSES. See "Dividends, Other
Distributions and Federal Income Taxation." In addition to the Fund, the AIM/GT
Funds include the following:
    
 
   
  - AIM AMERICA VALUE FUND
    
   
  - AIM DOLLAR FUND
    
   
  - AIM EMERGING MARKETS FUND
    
   
  - AIM EUROPE GROWTH FUND
    
   
  - AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
    
   
  - AIM GLOBAL FINANCIAL SERVICES FUND
    
   
  - AIM GLOBAL GOVERNMENT INCOME FUND
    
   
  - AIM GLOBAL GROWTH & INCOME FUND
    
   
  - AIM GLOBAL HEALTH CARE FUND
    
   
  - AIM GLOBAL HIGH INCOME FUND
    
   
  - AIM GLOBAL INFRASTRUCTURE FUND
    
   
  - AIM GLOBAL RESOURCES FUND
    
   
  - AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
  - AIM INTERNATIONAL GROWTH FUND
    
   
  - AIM JAPAN GROWTH FUND
    
   
  - AIM LATIN AMERICAN GROWTH FUND
    
   
  - AIM MID CAP GROWTH FUND
    
   
  - AIM NEW DIMENSION FUND
    
   
  - AIM NEW PACIFIC GROWTH FUND
    
   
  - AIM SMALL CAP EQUITY FUND
    
   
  - AIM STRATEGIC INCOME FUND
    
   
  - AIM WORLDWIDE GROWTH FUND
    
 
   
Investors in Wrap Fee Accounts and Advisory Accounts interested in making an
exchange should contact their Financial Advisers to request the prospectuses of
the other AIM/GT Fund(s) being considered. Other investors should contact AIM
Distributors. The terms of the exchange offer may be modified at any time, on 60
days' prior written notice.
    
 
EXCHANGES BY TELEPHONE. A shareholder may give exchange information to the
shareholder's Financial Adviser. Exchange orders will be accepted by telephone
provided that the exchange involves only uncertificated shares on deposit in the
shareholder's account or for which certificates previously have been deposited.
 
Shareholders automatically have telephone privileges to authorize exchanges. The
Fund, AIM Distributors and the Transfer Agent will not be liable for any loss or
damage for acting in good faith upon instructions received by telephone and
reasonably believed to be genuine. The Fund employs reasonable procedures to
confirm that instructions communicated by telephone are genuine prior to acting
upon instructions received by telephone, including requiring some form of
personal identification, providing written confirmation of such transactions,
and/or tape recording of telephone instructions.
 
   
LIMITATIONS ON PURCHASE ORDERS AND EXCHANGES. The AIM/GT Funds are not intended
to serve as vehicles for frequent trading in response to short-term fluctuations
in the market. Due to the disruptive effect that market-timing investment
strategies and excessive trading can have on efficient portfolio management,
each AIM/GT Fund and AIM Distributors reserve the right to refuse purchase
orders and exchanges by any person or group, if, in the Sub-adviser's judgment,
such person or group was following a market-timing strategy or was otherwise
engaging in excessive trading.
    
 
   
In addition, each AIM/GT Fund and AIM Distributors reserve the right to refuse
purchase orders and exchanges by any person or group if, in the Sub-adviser's
judgment, the Fund would not be able to invest the money effectively in
accordance with that Fund's investment objective and policies or would otherwise
potentially be adversely affected. Although an AIM/GT Fund will attempt to give
investors prior notice whenever it is reasonably able to do so, it may impose
the above restrictions at any time.
    
 
   
Finally, as described above, each AIM/GT Fund and AIM Distributors reserve the
right to reject any purchase order.
    
 
                               Prospectus Page 19
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                              HOW TO REDEEM SHARES
 
- --------------------------------------------------------------------------------
 
Fund shares may be redeemed at their net asset value and redemption proceeds
will be sent within seven days of the execution of a redemption request.
 
Redemption requests may be transmitted to the Transfer Agent by telephone or by
mail, in accordance with the instructions provided in the Shareholder Account
Manual. Redemptions will be effected at the net asset value next determined
after the Transfer Agent has received the request, provided that the request is
transmitted to the Transfer Agent prior to the time set for receipt of such
redemption requests. Redemptions will only be effected if the request is
received in good order and accompanied by any required supporting documentation.
Redemption requests will not require a signature guarantee if the redemption
proceeds are to be sent either: (i) to the redeeming shareholder at the
shareholder's address of record as maintained by the Transfer Agent, provided
the shareholder's address of record has not been changed within the preceding
fifteen days; or (ii) directly to a pre-designated bank, savings and loan or
credit union account ("Pre-Designated Account"). ALL OTHER REDEMPTION REQUESTS
MUST BE ACCOMPANIED BY A SIGNATURE GUARANTEE OF THE REDEEMING SHAREHOLDER'S
SIGNATURE. A signature guarantee can be obtained from any bank, U.S. trust
company, a member firm of a U.S. stock exchange or a foreign branch of any of
the foregoing or other eligible guarantor institutions. A notary public is not
an acceptable guarantor.
 
Shareholders with Pre-Designated Accounts should request that redemption
proceeds be sent either by bank wire or by check. The minimum redemption amount
for a bank wire is $500. Shareholders requesting a bank wire should allow two
business days from the time the redemption request is effected for the proceeds
to be deposited in the shareholder's Pre-Designated Account. See "How to Redeem
Shares -- Other Important Redemption Information." Shareholders may change their
Pre-Designated Accounts only by a letter of instruction to the Transfer Agent
containing all account signatures, each of which must be guaranteed. The
Transfer Agent currently does not charge a bank wire service fee for each wire
redemption sent but reserves the right to do so in the future. The shareholder's
bank may charge a bank wire service fee.
 
REDEMPTIONS BY TELEPHONE. Redemption requests may be made by telephone by
calling the Transfer Agent at the appropriate toll free number provided in the
Shareholder Account Manual. Shareholders who hold certificates for shares may
not redeem by telephone. REDEMPTION REQUESTS MAY NOT BE MADE BY TELEPHONE FOR
FIFTEEN DAYS FOLLOWING ANY CHANGE OF THE SHAREHOLDER'S ADDRESS OF RECORD.
 
Shareholders automatically have telephone privileges to authorize redemptions.
The Fund, AIM Distributors and the Transfer Agent shall not be liable for any
loss or damage for acting in good faith upon instructions received by telephone
and reasonably believed to be genuine. The Fund employs reasonable procedures to
confirm that instructions communicated by telephone are genuine prior to acting
upon instructions received by telephone, including requiring some form of
personal identification, providing written confirmation of such transactions,
and/or tape recording of telephone instructions.
 
REDEMPTIONS BY MAIL. Redemption requests should be mailed directly to the
Transfer Agent at the appropriate address provided in the Shareholder Account
Manual. As discussed above, requests for payment of redemption proceeds to a
party other than the shareholder of record and/or requests that redemption
proceeds be mailed to an address other than the shareholder's address of record
require a signature guarantee. In addition, if the shareholder's address of
record has been changed within the preceding fifteen days, a signature guarantee
is required. Redemptions of shares for which certificates have been issued must
be accompanied by properly endorsed share certificates.
 
OTHER IMPORTANT REDEMPTION INFORMATION. A request for redemption will not be
processed until all of the necessary documentation has been received in good
order. A shareholder in a Wrap Fee Account or Advisory Account who is in doubt
as to
 
                               Prospectus Page 20
<PAGE>
                          AIM DEVELOPING MARKETS FUND
what documents are required should contact his Financial Adviser or the Transfer
Agent.
 
   
Except in extraordinary circumstances and as permitted under the 1940 Act,
payment for shares redeemed by telephone or in writing will be made promptly
after receipt of a redemption request, if in good order, but not later than
seven days after the date the request is executed. Requests for redemption which
are subject to any special conditions or which specify a future or past
effective date cannot be accepted.
    
 
If the Transfer Agent is requested to redeem shares for which the Fund has not
yet received good payment, the Fund may delay payment of redemption proceeds
until the Transfer Agent has assured itself that good payment has been collected
for the purchase of the shares. In the case of purchases by check it can take up
to 10 business days to confirm that the check has cleared and good payment has
been received. Redemption proceeds will not be delayed when shares have been
paid for by wire or when the investor's account holds a sufficient number of
shares for which funds already have been collected.
 
   
AIM Distributors reserves the right to redeem the shares of any Advisory Account
or Wrap Fee Account if the amount invested in AIM/GT Funds through such account
is reduced to less than $500 through redemptions or other action by the
shareholder. Written notice will be given to the shareholder at least 60 days
prior to the date fixed for such redemption, during which time the shareholder
may increase the amount invested in AIM/ GT Funds through such account to an
aggregate amount of $500 or more.
    
 
For more information on how to redeem Fund shares, see the Shareholder Account
Manual in this Prospectus, or contact your Financial Adviser.
 
                               Prospectus Page 21
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                           SHAREHOLDER ACCOUNT MANUAL
 
- --------------------------------------------------------------------------------
 
Purchase, exchange and redemption orders should be placed in accordance with
this Manual. It is recommended that investors in Wrap Fee Accounts and Advisory
Accounts make such orders through their Financial Adviser. INVESTORS SHOULD
REFERENCE "ADVISOR CLASS" IN ALL INSTRUCTIONS PROVIDED. See "How to Invest,"
"How to Make Exchanges," "How to Redeem Shares" and "Dividends, Other
Distributions and Federal Income Taxation" for more information.
 
The Fund's Transfer Agent is GT GLOBAL INVESTOR SERVICES, INC.
 
INVESTMENTS BY MAIL
 
Send completed Account Application (if initial purchase) or letter stating Fund
name, class of shares, shareholder's registered name and account number (if
subsequent purchase) with a check to:
 
   
    AIM/GT Funds
    P.O. Box 7345
    San Francisco, CA 94120-7345
    
 
INVESTMENTS BY BANK WIRE
 
   
A new account may be opened by calling 1-800-223-2138 to obtain an account
number. WITHIN SEVEN DAYS OF PURCHASE A COMPLETED ACCOUNT APPLICATION CONTAINING
THE INVESTOR'S CERTIFIED TAXPAYER IDENTIFICATION NUMBER MUST BE SENT TO THE
ADDRESS PROVIDED ABOVE UNDER "INVESTMENTS BY MAIL." Wire instructions must state
Fund name, class of shares, shareholder's registered name and account number.
Bank wires should be sent through the Federal Reserve Bank Wire System to:
    
 
    WELLS FARGO BANK N.A.
    ABA 121000248
    Attn: GT GLOBAL
         Account No. 4023-050701
 
EXCHANGES BY TELEPHONE
 
Call the Transfer Agent at 1-800-223-2138.
 
EXCHANGES BY MAIL
 
   
Send complete instructions, including name of Fund exchanging from, class of
shares, amount of exchange, name of the AIM/GT Fund exchanging into,
shareholder's registered name and account number, to:
    
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
REDEMPTIONS BY TELEPHONE
 
Call the Transfer Agent at 1-800-223-2138.
 
REDEMPTIONS BY MAIL
 
Send complete instructions, including name of Fund, class of shares, amount of
redemption, shareholder's registered name and account number, to:
 
   
    AIM/GT Funds
    P.O. Box 7893
    San Francisco, CA 94120-7893
    
 
OVERNIGHT MAIL
 
Overnight mail services do not deliver to post office boxes. To send purchase,
exchange or redemption orders by overnight mail, follow the above instructions
but send to the following:
 
    GT Global Investor Services, Inc.
    California Plaza
    2121 N. California Boulevard
    Suite 450
    Walnut Creek, CA 94596
 
ADDITIONAL QUESTIONS
 
Shareholders with additional questions regarding purchase, exchange and
redemption procedures may call the Transfer Agent at 1-800-223-2138.
 
                               Prospectus Page 22
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                         CALCULATION OF NET ASSET VALUE
 
- --------------------------------------------------------------------------------
 
The Fund calculates its net asset value as of the close of regular trading on
the NYSE (currently 4:00 p.m. Eastern Time, unless weather, equipment failure or
other factors contribute to an earlier closing time) each Business Day. The
Fund's net asset value per share is computed by determining the value of its
total assets (the securities it holds plus any cash or other assets, including
dividends and interest accrued but not yet received), subtracting all of its
liabilities (including accrued expenses), and dividing the result by the total
number of shares outstanding. Net asset value is determined separately for each
class of the Fund's shares.
 
Equity securities are valued at the last sale price on the exchange or in the
over-the-counter market in which the securities are primarily 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. Long-term obligations are valued at the
mean of representative quoted bid and asked prices for the securities or, if
such prices are not available, at prices for securities of comparable maturity,
quality and type; however, when the Sub-adviser deems it appropriate, prices
obtained from a bond pricing service will be used. Short-term debt investments
are amortized to maturity based on their cost, adjusted for foreign exchange
translation and market fluctuations, provided such valuations represent fair
value. When market quotations for futures and options positions held by the Fund
are readily available, those positions are valued based upon such quotations.
 
   
Securities and other assets for which market quotations are not readily
available are valued at fair value determined in good faith by or under the
direction of the Company's Board of Directors. Securities and other assets
quoted in foreign currencies are valued in U.S. dollars based on the prevailing
exchange rates on that day.
    
 
The Fund's portfolio securities, from time to time, may be listed primarily on
foreign exchanges or over-the-counter dealer markets that trade on days when the
NYSE is closed (such as a Saturday). As a result, the net asset value of the
Fund may be significantly affected by such trading on days when shareholders
cannot purchase or redeem shares of the Fund.
 
- --------------------------------------------------------------------------------
 
                         DIVIDENDS, OTHER DISTRIBUTIONS
                          AND FEDERAL INCOME TAXATION
 
- --------------------------------------------------------------------------------
 
DIVIDENDS AND OTHER DISTRIBUTIONS. The Fund annually declares and pays as a
dividend all of its net investment income, if any, which includes dividends,
accrued interest and earned discount (including both original issue and market
discounts) less applicable expenses. The Fund also annually distributes
substantially all of its realized net capital gains and net gains from foreign
currency transactions, if any. The Fund may make an additional dividend or other
distribution each year if necessary to avoid a 4% excise tax on certain
undistributed income and gain.
 
Dividends and other distributions paid by the Fund with respect to all classes
of its shares are calculated in the same manner and at the same time. The per
share income dividends on Advisor Class shares will be higher than the per share
income dividends on other classes of the Fund's shares as a result of the
service and distribution fees applicable to those other shares. SHAREHOLDERS MAY
ELECT:
 
   
/ / to have all dividends and other distributions automatically reinvested in
    additional Advisor Class shares of the Fund (or other AIM/GT Funds); or
    
 
   
/ / to receive dividends in cash and have other distributions automatically
    reinvested in additional Advisor Class shares of the Fund (or other AIM/ GT
    Funds); or
    
 
                               Prospectus Page 23
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
   
/ / to receive other distributions in cash and have dividends automatically
    reinvested in additional Advisor Class shares of the Fund (or other AIM/ GT
    Funds); or
    
 
/ / to receive dividends and other distributions in cash.
 
   
Automatic reinvestments in additional Advisor Class shares are made at net asset
value without imposition of a sales charge. IF NO ELECTION IS MADE BY A
SHAREHOLDER, ALL DIVIDENDS AND OTHER DISTRIBUTIONS WILL BE AUTOMATICALLY
REINVESTED IN ADDITIONAL ADVISOR CLASS SHARES OF THE FUND. Reinvestments in
another AIM/GT Fund may only be directed to an account with the identical
shareholder registration and account number. These elections may be changed by a
shareholder at any time; to be effective with respect to a distribution, the
shareholder or the shareholder's broker must contact the Transfer Agent by mail
or telephone at least 15 Business Days prior to the payment date. THE FEDERAL
INCOME TAX CONSEQUENCES OF DIVIDENDS AND OTHER DISTRIBUTIONS ARE THE SAME
WHETHER THEY ARE RECEIVED IN CASH OR REINVESTED IN ADDITIONAL SHARES.
    
 
Any dividend or other distribution paid by the Fund has the effect of reducing
the net asset value per share on the ex-distribution date by the amount thereof.
Therefore, a dividend or other distribution paid shortly after a purchase of
shares would represent, in substance, a return of capital to the shareholder (to
the extent the distribution is paid on the shares so purchased), even though
subject to income tax, as discussed below.
 
TAXES. The Fund intends to continue to qualify for treatment as a regulated
investment company under the Code. In each taxable year that the Fund so
qualifies, the Fund (but not its shareholders) will be relieved of federal
income tax on that part of its investment company taxable income (consisting
generally of net investment income, net gains from certain foreign currency
transactions and net short-term capital gain) and net capital gain (i.e., the
excess of net long-term capital gain over net short-term capital loss) that it
distributes to its shareholders.
 
Dividends from the Fund's investment company taxable income (whether paid in
cash or reinvested in additional shares) are taxable to its shareholders as
ordinary income to the extent of its earnings and profits. Distributions of the
Fund's net capital gain, when designated as such, are taxable to its
shareholders as long-term capital gains, regardless of how long they have held
their Fund shares and whether paid in cash or reinvested in additional shares.
   
Under the Taxpayer Relief Act of 1997, different maximum tax rates apply to a
noncorporate taxpayer's net capital gain depending on the taxpayer's holding
period and marginal rate of federal income tax -- generally, 28% for gain
recognized on securities held for more than one year but not more than 18 months
and 20% (10% for taxpayers in the 15% marginal tax bracket) for gain recognized
on securities held for more than 18 months. The Fund may divide each net capital
gain distribution into a 28% rate gain distribution and a 20% rate gain
distribution (in accordance with the Fund's holding periods for the securities
it sold that generated the distributed gain), in which event its shareholders
must treat those portions accordingly.
    
 
The Fund provides federal tax information to its shareholders annually,
including information about dividends and capital gain distributions paid during
the preceding year and, under certain circumstances, the shareholders'
respective shares of any foreign taxes paid (directly or indirectly) by the
Fund, in which event each shareholder would be required to include in his or her
gross income his or her pro rata share of those taxes but might be entitled to
claim a credit or deduction for them. The information regarding capital gain
distributions designates the portions thereof subject to the different maximum
rates of tax applicable to noncorporate taxpayers' net capital gain indicated
above.
 
The Fund must withhold 31% from dividends, capital gain distributions and
redemption proceeds payable to any individuals and certain other noncorporate
shareholders who have not furnished to the Fund a correct taxpayer
identification number or a properly completed claim for exemption on Form W-8 or
W-9. Withholding at that rate also is required from dividends and capital gain
distributions payable to such shareholders who otherwise are subject to backup
withholding. Fund accounts opened via a bank wire purchase (see "How to Invest
- -- Purchases Through the Distributor") are considered to have uncertified
taxpayer identification numbers unless a completed Form W-8 or W-9 or Account
Application is received by the Transfer Agent within seven days after the
purchase. A shareholder should contact the Transfer Agent if the shareholder is
uncertain whether a proper taxpayer identification number is on file with the
Fund.
 
                               Prospectus Page 24
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
   
A redemption of the Fund shares may result in taxable gain or loss to the
redeeming shareholder, depending upon whether the redemption proceeds are more
or less than the shareholder's adjusted basis for the redeemed shares. An
exchange of Fund shares for shares of another mutual fund generally will have
similar tax consequences. In addition, if Fund shares are purchased within 30
days before or after redeeming other Fund shares (regardless of class) at a
loss, all or a part of the loss will not be deductible and instead will increase
the basis of the newly purchased shares.
    
 
The foregoing is only a summary of some of the important federal tax
considerations generally affecting the Fund and its shareholders. See "Taxes" in
the Statement of Additional Information for a further discussion. There may be
other federal, state, local or foreign tax considerations applicable to a
particular investor. Prospective investors therefore are urged to consult their
tax advisers.
 
- --------------------------------------------------------------------------------
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
   
The Company's Board of Directors has overall responsibility for the operation of
the Fund. The Company's Board of Directors has approved all significant
agreements between the Company on the one side and persons or companies
furnishing services to the Fund on the other, including the investment advisory
and administrative services agreement with AIM, the investment sub-advisory and
sub-administration agreement with the Sub-adviser, the agreements with AIM
Distributors regarding distribution of the Fund's shares, the custody agreement
with State Street Bank and Trust Company and the transfer agency agreement with
GT Global Investor Services, Inc. The day-to-day operations of the Fund are
delegated to the officers of the Company, subject always to the objective and
policies of the Fund and to the general supervision of the Company's Board of
Directors. See "Directors and Executive Officers" in the Statement of Additional
Information for information on the Company's Directors.
    
 
INVESTMENT MANAGEMENT AND ADMINISTRATION. Services provided by AIM and the
Sub-adviser as the Fund's investment managers and administrators include
determining the composition of the Fund's portfolio and placing orders to buy,
sell or hold particular securities; furnishing corporate officers and clerical
staff; providing office space, services and equipment; and supervising all
matters relating to the Fund's operation. For these services, the Fund pays AIM
investment management and administration fees, computed daily and paid monthly,
based on its average daily net assets, at the annualized rate of .975% on the
first $500 million, .95% on the next $500 million, .925% on the next $500
million and .90% on amounts thereafter. Out of the aggregate fees payable by the
Fund, AIM pays the Sub-adviser sub-advisory and sub-administration fees equal to
40% of the aggregate fees AIM receives from the Fund. The investment management
and administration fees paid by the Fund are higher than those paid by most
mutual funds. AIM has undertaken to limit the Fund's expenses (exclusive of
brokerage commissions, taxes, interest and extraordinary expenses) to the annual
rate of 1.50% of the average daily net assets of the Fund's Advisor Class
shares.
 
   
The Sub-adviser also serves as the Fund's pricing and accounting agent. For
these services the Sub-adviser receives a fee at an annual rate derived by
applying 0.03% to the first $5 billion of assets of the AIM/GT Funds and 0.02%
to the assets in excess of $5 billion, and allocating the result according to
the Fund's average daily net assets.
    
 
   
AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046, serves as the
investment adviser to the Fund pursuant to a master investment advisory
agreement, dated as of May 29, 1998 (the "Advisory Agreement"). AIM was
organized in 1976 and, together with its subsidiaries, manages or advises
approximately 90 investment company portfolios encompassing a broad range of
investment objectives. The Sub-adviser, INVESCO (NY), Inc., 50 California
Street, 27th Floor, San Francisco, California 94111, and 1166 Avenue of the
Americas, New York, New York 10036, serves as the sub-adviser to the Fund
pursuant to an investment sub-advisory agreement dated as of May 29, 1998. Prior
to May 29, 1998, the Sub-adviser was known as
    
 
                               Prospectus Page 25
<PAGE>
                          AIM DEVELOPING MARKETS FUND
   
Chancellor LGT Asset Management, Inc. On May 29, 1998, Liechtenstein Global
Trust AG ("LGT"), the former indirect parent organization of the Sub-adviser,
consummated a purchase agreement with AMVESCAP PLC pursuant to which AMVESCAP
PLC acquired LGT's Asset Management Division, which included the Sub-adviser and
certain other affiliates. As a result of this transaction, the Sub-adviser is
now an indirect wholly owned subsidiary of AMVESCAP PLC. Prior to the sale, the
Sub-adviser and its worldwide asset management affiliates provided investment
management and/or administrative services to institutional, corporate and
individual clients around the world since 1969.
    
 
AIM and the Sub-adviser and their worldwide asset management affiliates provide
investment management and/or administrative services to institutional, corporate
and individual clients around the world. AIM and the Sub-adviser are both
indirect wholly owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC and its
subsidiaries are an independent investment management group that has a
significant presence in the institutional and retail segment of the investment
management industry in North America and Europe, and a growing presence in Asia.
 
   
In addition to the investment resources of their Houston, San Francisco and New
York offices, AIM and the Sub-adviser draw upon the expertise, personnel, data
and systems of other offices, including investment offices in Atlanta, Boston,
Dallas, Denver, Louisville, Miami, Portland (Oregon), Frankfurt, Hong Kong,
London, Singapore, Sydney, Tokyo and Toronto. In managing the Fund, the
Sub-adviser employs a team approach, taking advantage of its investment
resources around the world.
    
 
The investment professionals primarily responsible for the portfolio management
of the Fund are as follows:
 
   
<TABLE>
<CAPTION>
                                 RESPONSIBILITIES                             BUSINESS EXPERIENCE
       NAME/OFFICE                 FOR THE FUND                                 PAST FIVE YEARS
- --------------------------  --------------------------  ---------------------------------------------------------------
<S>                         <C>                         <C>
Allan Conway                Portfolio Manager since     Head of Global Emerging Market Equities for the Sub- adviser
 London                      1997                        and INVESCO GT Asset Management PLC (London) ("GT Asset
                                                         Management"), an affiliate of the Sub-adviser, since January
                                                         1997. Director of International Equities at Hermes Investment
                                                         Management from 1992 to 1997. Portfolio Manager Head of
                                                         Overseas Equities at Provident Mutual from 1982 to 1992.
 
Mark Thorogood              Portfolio Manager since     Portfolio Manager for the Sub-adviser and GT Asset Management
 London                      1997                        since May 1997. Proprietary Trader for ING-Barings (Hong Kong)
                                                         from 1994 to 1997. Analyst and Portfolio Manager for Provident
                                                         Mutual from 1987 to 1994.
Cheng-Hock Lau              Portfolio Manager since     Chief Investment Officer for Global Fixed Income for the
 New York                    1997                        Sub-adviser since October 1996. Senior Portfolio Manager for
                                                         Global/International Fixed Income for the Sub-adviser from
                                                         July 1995 to October 1996. Employed by Chancellor Capital
                                                         Management, Inc. ("Chancellor Capital"), a predecessor of the
                                                         Sub-adviser, from 1995 to October 1996. Senior Vice President
                                                         and Senior Portfolio Manager for Fiduciary Trust Company
                                                         International from 1993 to 1995. Vice President at Bankers
                                                         Trust Company from 1991 to 1993.
</TABLE>
    
 
                               Prospectus Page 26
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
   
In placing securities orders for the Fund's portfolio transactions, the
Sub-adviser seeks to obtain the best net results. Consistent with its obligation
to obtain the best net results, the Sub-adviser may consider a broker/dealer's
sale of shares of the AIM Funds as a factor in considering through whom
portfolio transactions will be effected. Brokerage transactions may be executed
through affiliates of AIM or the Sub-adviser. High portfolio turnover (over
100%) involves correspondingly greater brokerage commissions and other
transaction costs that the Fund will bear directly and could result in the
realization of net capital gains which would be taxable when distributed to
shareholders.
    
 
DISTRIBUTION OF FUND SHARES. AIM Distributors is the distributor of the Fund's
Advisor Class shares. AIM Distributors is a wholly owned subsidiary of AIM. The
address of AIM Distributors is P.O. Box 4739, Houston, Texas 77210-4739.
 
The Sub-adviser or an affiliate thereof may make ongoing payments to Financial
Advisers and others that facilitate the administration and servicing of Advisor
Class shareholder accounts.
 
   
The Fund reserves the right to suspend the offering of its shares upon the
advice of the Sub-adviser that doing so is in the best interest of the portfolio
management process.
    
 
The Glass-Steagall Act and other applicable laws, among other things, generally
prohibit federally chartered or supervised banks from engaging in the business
of underwriting or distributing securities. Accordingly, AIM Distributors
intends to engage banks (if at all) only to perform administrative and
shareholder servicing functions. Banks and broker/dealer affiliates of banks may
also execute dealer agreements with AIM Distributors for the purpose of selling
shares of the Fund. If a bank were prohibited from so acting, its shareholder
clients would be permitted to remain shareholders, and alternative means for
continuing the servicing of such shareholders would be sought. It is not
expected that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences.
 
- --------------------------------------------------------------------------------
 
                               OTHER INFORMATION
 
- --------------------------------------------------------------------------------
 
CONFIRMATIONS AND REPORTS TO SHAREHOLDERS. Each time a transaction is made that
affects a shareholder's account in the Fund, the shareholder will receive from
the Transfer Agent a confirmation statement reflecting the transaction.
Confirmations for transactions effected pursuant to the Fund's automatic
dividend reinvestment program may be provided quarterly. Shortly after the end
of the Fund's fiscal year on October 31 and fiscal half-year on April 30 of each
year, shareholders receive an annual and semiannual report, respectively. In
addition, the federal income tax status of distributions made by the Fund to
shareholders is reported after the end of each calendar year on Form 1099-DIV.
Under certain circumstances, duplicate mailings of the foregoing reports to the
same household may be consolidated.
 
   
ORGANIZATION OF THE COMPANY. The Company was organized as a Maryland corporation
on October 29, 1987. Prior to May 29, 1998, the Company operated under the name
G.T. Investment Funds, Inc. From time to time, the Company has established and
may continue to establish other funds, each corresponding to a distinct
investment portfolio and a distinct series of the Company's shares. Shares of
the Fund are entitled to one vote per share (with proportional voting for
fractional shares) and are freely transferable. Shareholders have no preemptive
or conversion rights.
    
 
   
On any matter submitted to a vote of shareholders, shares of the Fund will be
voted by the Fund's shareholders individually when the matter affects the
specific interest of the Fund only, such as approval of its investment
management arrangements. In addition, shares of a particular class of the Fund
may vote on matters affecting only that Class. The shares of the Fund and the
Company's other funds will be voted in the aggregate on other matters, such as
the election of Directors and ratification of the selection of the Company's
independent accountants.
    
 
Normally there will be no annual meeting of shareholders in any year, except as
required under the 1940 Act. The Company would be required to
 
                               Prospectus Page 27
<PAGE>
                          AIM DEVELOPING MARKETS FUND
   
hold a shareholders' meeting in the event that at any time less than a majority
of the Directors holding office had been elected by shareholders. Directors
shall continue to hold office until their successors are elected and have
qualified. Shares of the Company's funds do not have cumulative voting rights,
which means that the holders of a majority of the shares voting for the election
of Directors can elect all the Directors. A Director may be removed upon a
majority vote of the shareholders qualified to vote in the election.
Shareholders holding 10% of the Company's outstanding voting securities may call
a meeting of shareholders for the purpose of voting upon the question of removal
of any Director or for any other purpose. The 1940 Act requires the Company to
assist shareholders in calling such a meeting.
    
 
The Fund offers Advisor Class shares through this prospectus to certain
investors. The Fund also offers Class A shares and Class B shares to investors
through a separate prospectus. Each class of shares will experience different
net asset values and dividends as a result of different expenses borne by each
class of shares. The per share net asset value and dividends of the Advisor
Class shares of the Fund generally will be higher than that of the Class A and B
shares of the Fund because of the higher expenses borne by the Class A and B
shares. The per share dividends on Advisor Class shares of the Fund will
generally be higher than the per share dividends on Class A and B shares of the
Fund as a result of the service and distribution fees applicable with respect to
Class A and B shares. Consequently, during comparable periods, the Fund expects
that the total return on an investment in shares of the Advisor Class will be
higher than the total return on Class A or Class B shares.
 
   
Pursuant to the Company's Articles of Incorporation, it may issue six billion
shares. Of this number, 300 million shares have been classified as shares of the
Fund; 100 million shares have been classified as Class A shares, 100 million
shares have been classified as Class B shares, and 100 million shares have been
classified as Advisor Class shares. These amounts may be increased from time to
time in the discretion of the Board of Directors. Each share of the Fund
represents an interest in the Fund only, has a par value of $0.0001 per share,
represents an equal proportionate interest in the Fund with other shares of the
Fund and is entitled to such dividends and other distributions out of the income
earned and gain realized on the assets belonging to the Fund as may be declared
at the discretion of the Board of Directors. Each Class A, Class B and Advisor
Class share of the Fund is equal in earnings, assets and voting privileges,
except as noted above, and each class bears the expenses, if any, related to the
distribution of its shares. Shares of the Fund, when issued, are fully paid and
nonassessable.
    
 
   
Shareholders have been asked to vote on the reorganization of the Company into a
Delaware business trust. If approved by shareholders, it is anticipated that the
reorganization would occur prior to October 1, 1998.
    
 
SHAREHOLDER INQUIRIES. Shareholder inquiries may be made by calling the Fund
toll-free at (800) 223-2138 or by writing to the Fund at P.O. Box 7893, San
Francisco, CA 94120-7893.
 
PERFORMANCE INFORMATION. The Fund, from time to time, may include information on
its investment results and/or comparisons of its investment results to various
unmanaged indices or results of other mutual funds or groups of mutual funds in
advertisements, sales literature or reports furnished to present or prospective
shareholders.
 
In such materials, the Fund may quote its average annual total return
("Standardized Return"). Standardized Return is calculated separately for each
class of shares of the Fund. Standardized Return shows percentage rates
reflecting the average annual change in the value of an assumed investment in
the Fund at the end of one-, five- and ten-year periods, reduced by the maximum
applicable sales charge imposed on sales of Fund shares. If a one-, five- and/or
ten-year period has not yet elapsed, data will be provided as of the end of a
shorter period corresponding to the life of the Fund. Standardized Return
assumes reinvestment of all dividends and other distributions.
 
In addition, in order to more completely represent the Fund's performance or
more accurately compare such performance to other measures of investment return,
the Fund also may include in advertisements, sales literature and shareholder
reports other total return performance data ("Non-Standardized Return").
Non-Standardized return reflects percentage rates of return encompassing all
elements of total return (e.g., income and capital appreciation or
depreciation); it assumes reinvestment of all dividends and other distributions.
Non-Standardized Return may be quoted for the same or different periods as those
for which Standardized Return is quoted; it may consist of an aggregate or
average annual percentage rate of return, actual year-by-year rates or any
combination thereof. Non-Standardized Return may or may not
 
                               Prospectus Page 28
<PAGE>
                          AIM DEVELOPING MARKETS FUND
take sales charges into account; performance data calculated without taking the
effect of sales charges into account will be higher than data including the
effect of such charges.
 
The Fund's performance data reflects past performance and is not necessarily
indicative of future results. The Fund's investment results will vary from time
to time depending upon market conditions, the composition of its portfolio and
its operating expenses. These factors and possible differences in calculation
methods should be considered when comparing the Fund's investment results with
those published for other investment companies, other investment vehicles and
unmanaged indices. The Fund's results also should be considered relative to the
risks associated with its investment objective and policies. See "Investment
Results" in the Statement of Additional Information.
 
The Fund's annual report contains additional information with respect to its
performance. The annual report is available to investors upon request and free
of charge.
 
   
YEAR 2000 COMPLIANCE PROJECT. In providing services to the Fund, AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely on internal computer
systems as well as external computer systems provided by third parties. Some of
these systems were not originally designed to distinguish between the year 1900
and the year 2000. This inability, if not corrected, could adversely affect the
services AIM, AIM Distributors, the Transfer Agent and the Sub-adviser and
others provide the Fund and its shareholders.
    
 
   
To address this important issue, AIM, AIM Distributors, the Transfer Agent and
the Sub-adviser have undertaken a comprehensive Year 2000 Compliance Project
(the "Project"). The Project consists of four phases: (i) inventorying every
software and hardware system in use at AIM, AIM Distributors, the Transfer Agent
and the Sub-adviser, as well as remote, third-party systems on which AIM, AIM
Distributors, the Transfer Agent and the Sub-adviser rely; (ii) identifying
those systems that may not function properly after December 31, 1999; (iii)
correcting or replacing those systems that have been so identified; and (iv)
testing the processing of Fund data in all systems. Phase (i) has been
completed; phase (ii) is substantially completed; phase (iii) has commenced; and
phase (iv) is expected to commence during the third quarter of 1998. The Project
is scheduled to be completed by December 31, 1998. Following completion of the
Project, AIM, AIM Distributors and the Sub-adviser will review any systems
subsequently acquired to confirm that they are year 2000 compliant.
    
 
TRANSFER AGENT. Shareholder servicing, reporting and general transfer agent
functions for the Fund are performed by GT Global Investor Services, Inc. The
Transfer Agent is an affiliate of the Sub-adviser and AIM and maintains its
offices at California Plaza, 2121 North California Boulevard, Suite 450, Walnut
Creek, CA 94596.
 
CUSTODIAN. State Street Bank and Trust Company, 225 Franklin Street, Boston, MA
02110 is custodian of the Fund's assets.
 
COUNSEL. The law firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue,
N.W., Washington, D.C. 20036-1800, acts as counsel to the Company and the Fund.
Kirkpatrick & Lockhart LLP also acts as counsel to the Sub-adviser and the
Transfer Agent in connection with other matters.
 
   
INDEPENDENT ACCOUNTANTS. The Company's and the Fund's independent accountants
are Coopers & Lybrand L.L.P., One Post Office Square, Boston, MA 02109. Coopers
& Lybrand L.L.P. conducts an annual audit of the Fund, assists in the
preparation of the Fund's federal and state income tax returns and consults with
the Company and the Fund as to matters of accounting, regulatory filings, and
federal and state income taxation.
    
 
MULTIPLE TRANSLATIONS OF THE PROSPECTUS. This Prospectus may be translated into
other languages. In the event of any inconsistency or ambiguity as to the
meaning of any word or phrase contained in a translation, the English text shall
prevail.
 
                               Prospectus Page 29
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW,  INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND  THE RISKS  OF  INVESTING IN  A CONCENTRATION  OF  INDUSTRIES,
  PLEASE CONTACT YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
                                     [LOGO]
 
  NO  DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
  ANY INFORMATION  OR  TO  MAKE  ANY  REPRESENTATION  NOT  CONTAINED  IN  THIS
  PROSPECTUS  AND, IF GIVEN  OR MADE, SUCH  INFORMATION OR REPRESENTATION MUST
  NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY AIM INVESTMENT FUNDS,  INC.,
  AIM  DEVELOPING MARKETS FUND,  A I M  ADVISORS, INC., INVESCO  (NY), INC. OR
  A I M  DISTRIBUTORS, INC. THIS  PROSPECTUS DOES NOT  CONSTITUTE AN OFFER  TO
  SELL  OR SOLICITATION  OF ANY  OFFER TO  BUY ANY  OF THE  SECURITIES OFFERED
  HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
  OFFER IN SUCH JURISDICTION.
    
 
   
                                                                   DVM-PRO-2
    
<PAGE>
   
                             AIM GLOBAL THEME FUNDS
    
 
   
                        50 California Street, 27th Floor
                            San Francisco, CA 94111
                                 (415) 392-6181
                           Toll Free: (800) 824-1580
    
 
                      Statement of Additional Information
 
                                  June 1, 1998
- --------------------------------------------------------------------------------
 
   
This  Statement of  Additional Information  relates to the  Class A  and Class B
shares of AIM Global  Financial Services Fund  ("Financial Services Fund"),  AIM
Global  Infrastructure Fund  ("Infrastructure Fund"), AIM  Global Resources Fund
("Resources Fund"), AIM  Global Consumer Products  and Services Fund  ("Consumer
Products  and Services Fund"), AIM Global  Health Care Fund ("Health Care Fund")
and AIM  Global Telecommunications  Fund  ("Telecommunications Fund")  (each,  a
"Fund"  or "Theme Fund," and, collectively,  the "Funds" or "Theme Funds"). Each
Fund is a diversified  series of AIM Investment  Funds, Inc. (the "Company"),  a
registered  open-end management investment company. The Financial Services Fund,
Infrastructure Fund,  Resources Fund  and Consumer  Products and  Services  Fund
(each,  a "Feeder  Fund," and, collectively,  the "Feeder Funds")  invest all of
their investable  assets  in the  Global  Financial Services  Portfolio,  Global
Infrastructure   Portfolio,  Global  Resources  Portfolio  and  Global  Consumer
Products and Services  Portfolio (each,  a "Portfolio,"  and, collectively,  the
"Portfolios"),  respectively. This Statement of Additional Information, which is
not a prospectus, supplements and should  be read in conjunction with the  Theme
Funds'  current Class  A and Class  B Prospectus dated  June 1, 1998,  a copy of
which is available without charge by writing to the above address or calling the
Funds at the toll-free telephone number printed above.
    
 
   
A  I  M  Advisors,  Inc.  ("AIM")  serves  as  the  investment  manager  of  and
administrator  for, and  INVESCO (NY),  Inc. (the  "Sub-adviser") serves  as the
investment sub-adviser  of  and  sub-administrator for  the  Health  Care  Fund,
Telecommunications  Fund  and  the  Portfolios (each  a  "Theme  Portfolio," and
collectively the "Theme Portfolios"). AIM and the Sub-adviser also serve as  the
administrator  and sub-administrator,  respectively, for  each Feeder  Fund. The
distributor  of  the  Funds'   shares  is  A  I   M  Distributors,  Inc.   ("AIM
Distributors").  The Funds' transfer agent is  GT Global Investor Services, Inc.
("GT Services" or the "Transfer Agent").
    
 
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                                                           Page No.
                                                                                                                           --------
<S>                                                                                                                        <C>
Investment Objectives and Policies.......................................................................................      2
Options, Futures and Currency Strategies.................................................................................      6
Risk Factors.............................................................................................................     14
Investment Limitations...................................................................................................     19
Execution of Portfolio Transactions......................................................................................     23
Directors and Executive Officers.........................................................................................     25
Management...............................................................................................................     28
Valuation of Fund Shares.................................................................................................     33
Information Relating to Sales and Redemptions............................................................................     35
Taxes....................................................................................................................     39
Additional Information...................................................................................................     42
Investment Results.......................................................................................................     43
Description of Debt Ratings..............................................................................................     52
Financial Statements.....................................................................................................     54
</TABLE>
    
 
   
                                     [LOGO]
    
 
                   Statement of Additional Information Page 1
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                             INVESTMENT OBJECTIVES
                                  AND POLICIES
 
- --------------------------------------------------------------------------------
 
INVESTMENT OBJECTIVES
The  investment objective of  each Feeder Fund is  long-term capital growth. The
investment objective  of the  Health Care  Fund and  Telecommunications Fund  is
long-term capital appreciation and long-term growth of capital, respectively.
 
   
Each  Feeder Fund seeks to achieve its  investment objective by investing all of
its investable assets in a Portfolio, each  of which is a subtrust (a  "series")
of Global Investment Portfolio (an open-end management investment company), with
an  investment objective that  is identical to that  of its corresponding Feeder
Fund. Whenever the phrase "all of a Fund's investable assets" is used herein and
in the Prospectus, it means that the only investment securities held by a Feeder
Fund will be  its interest  in its corresponding  Portfolio. A  Feeder Fund  may
withdraw its investment in its corresponding Portfolio at any time, if the Board
of  Directors of the Company determines that it  is in the best interests of the
Fund and its shareholders to  do so. Upon any  such withdrawal, a Feeder  Fund's
assets  would  be invested  in accordance  with the  investment policies  of its
corresponding Portfolio described below and in the Prospectus.
    
 
SELECTION OF EQUITY INVESTMENTS
   
With respect to  the Resources  Portfolio, the Sub-adviser  has identified  four
areas  that  it  expects  will create  investment  opportunities:  (i) improving
supply/demand fundamentals, which  may result in  higher commodity prices;  (ii)
privatization of state-owned natural resource businesses; (iii) management which
can improve production efficiencies without correspondingly increasing commodity
prices;  and (iv) service companies with  emerging technologies that can enhance
productivity or reduce production costs. Of  course, there is no certainty  that
these factors will produce the anticipated results.
    
 
With respect to the Telecommunications Fund, the Sub-adviser has identified four
areas  that it expects will create investment opportunities: (i) deregulation of
companies in  the industry,  which  will allow  competition to  promote  greater
efficiencies;  (ii) privatization of  state-owned telecommunications businesses;
(iii) development of infrastructure in underdeveloped countries and upgrading of
services in other countries;  and (iv) emerging  technologies that will  enhance
productivity  and reduce  costs in  the telecommunications  industry. Of course,
there is no certainty that these factors will produce the anticipated results.
 
There may be times when, in  the opinion of the Sub-adviser, prevailing  market,
economic  or political conditions  warrant reducing the  proportion of the Theme
Portfolios' assets invested in equity  securities and increasing the  proportion
held  in cash (U.S. dollars, foreign currencies or multinational currency units)
or invested in debt securities or  high quality money market instruments  issued
by  corporations, or the U.S., or a  foreign government. A portion of each Theme
Portfolio's assets  normally  will  be  held  in  cash  (U.S.  dollars,  foreign
currencies  or multinational currency units) or  invested in foreign or domestic
high quality money market  instruments pending investment  of proceeds from  new
sales of Fund shares to provide for ongoing expenses and to satisfy redemptions.
 
For   each  Theme  Portfolio's  investment  purposes,  an  issuer  is  typically
considered as located in a particular country  if it (a) is organized under  the
laws  of or has  its principal office  in a particular  country, or (b) normally
derives 50%  or  more of  its  total revenues  from  business in  that  country,
provided  that, in the Sub-adviser's view, the value of such issuer's securities
will tend  to  reflect such  country's  development  to a  greater  extent  than
developments  elsewhere.  However,  these  are  not  absolute  requirements, and
certain companies incorporated  in a  particular country and  considered by  the
Sub-adviser  to  be  located  in  that  country  may  have  substantial  foreign
operations or subsidiaries and/or export sales  exceeding in size the assets  or
sales in that country.
 
In  certain  countries,  governmental  restrictions  and  other  limitations  on
investment may affect a Theme Portfolio's  ability to invest in such  countries.
In  addition,  in  some instances  only  special  classes of  securities  may be
purchased by foreigners and the market prices, liquidity and rights with respect
to those securities may vary from shares owned by nationals. The Sub-adviser  is
not  aware at this time  of the existence of  any investment or exchange control
regulations which  might  substantially  impair  the  operations  of  the  Theme
Portfolios  as  described in  the Prospectus  and  this Statement  of Additional
Information. Restrictions may  in the  future, however, make  it undesirable  to
invest  in  certain  countries.  None  of the  Theme  Portfolios  has  a present
intention of making any significant investment in any country or stock market in
which the Sub-adviser considers the political or economic situation to  threaten
a  Theme Portfolio  with substantial  or total  loss of  its investment  in such
country or market.
 
                   Statement of Additional Information Page 2
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
INVESTMENTS IN OTHER INVESTMENT COMPANIES
   
Each Theme  Portfolio  may invest  in  the securities  of  investment  companies
(including  investment vehicles or  companies advised by  the Sub-adviser or its
affiliates ("Affiliated Funds")) within the limits of the Investment Company Act
of 1940, as amended (the "1940 Act"). These limitations currently provide  that,
in  general,  a Theme  Portfolio may  purchase shares  of an  investment company
unless (a) such a purchase would cause a Theme Portfolio to own in the aggregate
more than 3% of the total outstanding voting stock of the investment company  or
(b)  such a purchase would cause the Theme Portfolio to have more than 5% of its
assets invested  in  the investment  company  or more  than  10% of  its  assets
invested  in  an  aggregate  of all  such  investment  companies.  The foregoing
restrictions do not  apply to  the investment  of the  Financial Services  Fund,
Infrastructure  Fund, Resources Fund and Consumer  Products and Services Fund in
their corresponding Portfolios.  Investment in  closed-end investment  companies
may  involve  the  payment  of  substantial premiums  above  the  value  of such
companies' portfolio securities. Each Theme Portfolio does not intend to  invest
in  such investment  companies unless, in  the judgment of  the Sub-adviser, the
potential benefits of  such investments  justify the payment  of any  applicable
premiums. The return on such securities will be reduced by operating expenses of
such   companies,  including  payments  to  the  investment  managers  of  those
investment companies.  With  respect to  investments  in Affiliated  Funds,  the
Sub-adviser  waives its advisory fee  to the extent that  such fees are based on
assets of a Theme Portfolio invested in Affiliated Funds.
    
 
DEPOSITORY RECEIPTS
A Theme Portfolio may hold securities of foreign issuers in the form of American
Depository  Receipts  ("ADRs"),  American  Depository  Shares  ("ADSs"),  Global
Depository  Receipts ("GDRs") and European Depository Receipts ("EDRs") or other
securities convertible  into  securities  of  eligible  foreign  issuers.  These
securities  may  not necessarily  be  denominated in  the  same currency  as the
securities for which they may be  exchanged. ADRs and ADSs are typically  issued
by  an  American bank  or  trust company  and  evidence ownership  of underlying
securities issued by a foreign  corporation. EDRs, which are sometimes  referred
to  as Continental Depository Receipts ("CDRs"),  are issued in Europe typically
by foreign banks and trust companies and evidence ownership of either foreign or
domestic securities.  GDRs are  similar to  EDRs  and are  designed for  use  in
several  international financial markets. Generally, ADRs and ADSs in registered
form are designed for use in U.S. securities markets and EDRs in bearer form are
designed for use  in European  securities markets.  For purposes  of each  Theme
Portfolio's  investment policies, a Theme Portfolio's investments in ADRs, ADSs,
GDRs and  EDRs  will  be deemed  to  be  investments in  the  equity  securities
representing securities of foreign issuers into which they may be converted.
 
ADR  facilities may be established as either "unsponsored" or "sponsored." While
ADRs issued under these  two types of facilities  are in some respects  similar,
there  are distinctions between  them relating to the  rights and obligations of
ADR holders and the practices of market participants. A depository may establish
an unsponsored  facility  without  participation by  (or  even  necessarily  the
acquiescence  of) the issuer of the deposited securities, although typically the
depository requests a  letter of  non-objection from  such issuer  prior to  the
establishment  of the facility.  Holders of unsponsored  ADRs generally bear all
the costs  of such  facilities. The  depository usually  charges fees  upon  the
deposit  and withdrawal of the deposited securities, the conversion of dividends
into  U.S.  dollars,  the  disposition   of  non-cash  distributions,  and   the
performance  of  other  services.  The  depository  of  an  unsponsored facility
frequently is  under  no  obligation to  distribute  shareholder  communications
received  from the issuer of the  deposited securities or to pass-through voting
rights to ADR  holders in  respect of  the deposited  securities. Sponsored  ADR
facilities  are created in generally the  same manner as unsponsored facilities,
except that  the  issuer of  the  deposited  securities enters  into  a  deposit
agreement  with the  depository. The deposit  agreement sets out  the rights and
responsibilities of  the  issuer,  the  depository and  the  ADR  holders.  With
sponsored facilities, the issuer of the deposited securities generally will bear
some of the costs relating to the facility (such as dividend payment fees of the
depository),  although ADR holders continue to bear certain other costs (such as
deposit and withdrawal fees).  Under the terms  of most sponsored  arrangements,
depositories  agree  to distribute  notices of  shareholder meetings  and voting
instructions, and to provide shareholder communications and other information to
the ADR holders at the  request of the issuer  of the deposited securities.  The
Theme Portfolios may invest in both sponsored and unsponsored ADRs.
 
WARRANTS OR RIGHTS
Warrants or rights may be acquired by a Theme Portfolio in connection with other
securities  or  separately and  provide the  Theme Portfolio  with the  right to
purchase at a later date other securities of the issuer.
 
LENDING OF PORTFOLIO SECURITIES
For the purpose of  realizing additional income, each  Theme Portfolio may  make
secured  loans of its securities holdings amounting  to not more than 30% of its
total assets.  Securities  loans are  made  to broker/dealers  or  institutional
investors  pursuant  to  agreements  requiring that  the  loans  be continuously
secured by collateral at least equal at all times to the value of the securities
lent plus any accrued interest, "marked to  market" on a daily basis. The  Theme
Portfolios  may pay reasonable  administrative and custodial  fees in connection
with  the   loans  of   their   securities.  While   the  securities   loan   is
 
                   Statement of Additional Information Page 3
<PAGE>
                             AIM GLOBAL THEME FUNDS
outstanding,  a Theme Portfolio  will continue to receive  the equivalent of the
interest or dividends paid by the issuer on the securities, as well as  interest
on  the  investment  of the  collateral  or a  fee  from the  borrower.  A Theme
Portfolio will have a right to call  each loan and obtain the securities  within
the  stated settlement period. A Theme Portfolio will not have the right to vote
equity securities  while they  are being  lent, but  it may  call in  a loan  in
anticipation  of any important vote. Loans will  only be made to firms deemed by
the Sub-adviser to  be of  good standing  and will not  be made  unless, in  the
judgment  of the  Sub-adviser, the  consideration to  be earned  from such loans
would justify the risk.
 
   
MONEY MARKET INSTRUMENTS
    
   
Money market instruments in which the  Theme Portfolios may invest include  U.S.
government   securities,  high-grade  commercial  paper,  bank  certificates  of
deposit, bankers' acceptances and  repurchase agreements related  to any of  the
foregoing. "High-grade commercial paper" refers to commercial paper rated A-1 by
Standard  & Poor's,  a division  of The McGraw-Hill  Companies, Inc.,  or P-1 by
Moody's Investors Services, Inc. or, if not rated, determined by the Sub-adviser
to be of comparable quality.
    
 
COMMERCIAL BANK OBLIGATIONS
For the purposes of each Theme  Portfolio's investment policies with respect  to
bank  obligations, obligations of foreign branches  of U.S. banks and of foreign
banks are obligations of the issuing bank and may be general obligations of  the
parent  bank.  Such obligations  may,  however, be  limited  by the  terms  of a
specific obligation  and  by  government  regulation.  As  with  investments  in
non-U.S.  securities  in  general,  investments in  the  obligations  of foreign
branches of U.S. banks and of foreign banks may subject each Theme Portfolio  to
investment  risks that are different in  some respects from those of investments
in obligations of  U.S. issuers.  Although each Theme  Portfolio will  typically
acquire  obligations issued and supported by the credit of U.S. or foreign banks
having total assets  at the  time of  purchase of $1  billion or  more, this  $1
billion  figure  is  not  an  investment policy  or  restriction  of  each Theme
Portfolio. For  the purposes  of  calculation with  respect  to the  $1  billion
figure,  the assets of a bank  will be deemed to include  the assets of its U.S.
and non-U.S. branches.
 
REPURCHASE AGREEMENTS
   
A repurchase agreement is a transaction  in which a Theme Portfolio purchases  a
security  from a bank or recognized securities dealer and simultaneously commits
to resell that security to the bank or dealer at an agreed upon price, date, and
market rate  of  interest  unrelated to  the  coupon  rate or  maturity  of  the
purchased  security.  Although  repurchase agreements  carry  certain  risks not
associated with direct investments in securities, including possible decline  in
the  market value of the underlying securities and delays and costs to the Theme
Portfolio if the other party to  the repurchase agreement becomes bankrupt,  the
Theme  Portfolios intend to enter into repurchase agreements only with banks and
dealers  believed  by  the  Sub-adviser  to  present  minimal  credit  risks  in
accordance  with guidelines established  by the Company's  Board of Directors or
the Portfolios' Board of  Trustees, as applicable.  The Sub-adviser will  review
and  monitor  the creditworthiness  of  such institutions  under  the applicable
Board's general supervision.
    
 
Each Theme Portfolio will invest only in repurchase agreements collateralized at
all times in  an amount  at least  equal to  the repurchase  price plus  accrued
interest.  To the extent that the proceeds from any sale of such collateral upon
a default in the obligation to repurchase were less than the repurchase price, a
Theme Portfolio would suffer a loss. If the financial institution which is party
to the  repurchase  agreement  petitions for  bankruptcy  or  otherwise  becomes
subject   to  bankruptcy  or   other  liquidation  proceedings,   there  may  be
restrictions on a Theme Portfolio's ability  to sell the collateral and a  Theme
Portfolio  could suffer a loss. However,  with respect to financial institutions
whose bankruptcy or liquidation proceedings  are subject to the U.S.  Bankruptcy
Code,  each Theme  Portfolio intends to  comply with provisions  under such Code
that would allow the immediate resale  of such collateral. Each Theme  Portfolio
will  not enter into a  repurchase agreement with a  maturity of more than seven
days if, as a result, more than 15%  of the value of its net assets (except  for
Health  Care Fund,  more than  10% of the  value of  its total  assets) would be
invested in such repurchase agreements and other illiquid investments.
 
BORROWING, REVERSE REPURCHASE AGREEMENTS AND "ROLL" TRANSACTIONS
Each Theme Portfolio's borrowings will not  exceed 33 1/3% of its total  assets,
i.e.,  the Theme Portfolio's total assets at  all times will equal at least 300%
of the amount of outstanding borrowings. If market fluctuations in the value  of
a  Theme Portfolio's securities holdings  or other factors cause  the ratio of a
Theme Portfolio's total  assets to  outstanding borrowings to  fall below  300%,
within  three days  (excluding Sundays  and holidays)  of such  event that Theme
Portfolio may be required to sell portfolio securities to restore the 300% asset
coverage, even  though  from  an  investment  standpoint  such  sales  might  be
disadvantageous.  Each Theme  Portfolio may  also borrow up  to 5%  of its total
assets for temporary or emergency purposes  other than to meet redemptions.  Any
borrowing by a Theme Portfolio may cause greater fluctuation in the value of its
shares than would be the case if that Theme Portfolio did not borrow.
 
Each  Theme  Portfolio's  fundamental investment  limitations  permit  the Theme
Portfolio to borrow money for leveraging purposes. However, each Theme Portfolio
(except the  Health Care  Fund)  is currently  prohibited,  pursuant to  a  non-
 
                   Statement of Additional Information Page 4
<PAGE>
                             AIM GLOBAL THEME FUNDS
   
fundamental  investment  policy,  from  borrowing  money  in  order  to purchase
securities. Nevertheless,  this policy  may  be changed  in  the future  by  the
Company's   Board  of  Directors  or  the  Portfolios'  Board  of  Trustees,  as
applicable. If a  Theme Portfolio employs  leverage in the  future, it would  be
subject  to certain additional risks. Use of leverage creates an opportunity for
greater growth of capital but would exaggerate any increases or decreases in the
net asset value of the  Financial Services Fund, Infrastructure Fund,  Resources
Fund,  Consumer Products and Services Fund or a Theme Portfolio. When the income
and gains on  securities purchased with  the proceeds of  borrowings exceed  the
costs  of such borrowings,  a Theme Portfolio's  earnings or a  Fund's net asset
value will increase faster than otherwise would be the case; conversely, if such
income and gains fail to  exceed such costs, a  Theme Portfolio's earnings or  a
Fund's net asset value would decline faster than would otherwise be the case.
    
 
Each  Theme Portfolio  may enter into  reverse repurchase  agreements. A reverse
repurchase agreement is a borrowing transaction in which the Portfolio transfers
possession of a security to another party,  such as a bank or broker/dealer,  in
return  for cash,  and agrees  to repurchase  the security  in the  future at an
agreed upon price, which  includes an interest  component. Each Theme  Portfolio
may  also engage  in "roll"  borrowing transactions,  which involve  the sale of
Government  National  Mortgage  Association  certificates  or  other  securities
together  with a commitment (for which the Theme Portfolio may receive a fee) to
purchase similar, but  not identical, securities  at a future  date. Each  Theme
Portfolio  will  segregate with  a custodian,  cash or  liquid securities  in an
amount sufficient to cover its obligations under "roll" transactions and reverse
repurchase agreements  with  broker/dealers.  No  segregation  is  required  for
reverse repurchase agreements with banks.
 
SHORT SALES
Each  Theme Portfolio  may make  short sales  of securities.  A short  sale is a
transaction in which a Theme Portfolio sells a security in anticipation that the
market price of  that security will  decline. A Theme  Portfolio may make  short
sales (i) as a form of hedging to offset potential declines in long positions in
securities it owns, or anticipates acquiring, or in similar securities, and (ii)
in order to maintain flexibility in its securities holdings.
 
When a Theme Portfolio makes a short sale of a security it does not own, it must
borrow  the security  sold short  and deliver it  to the  broker/dealer or other
intermediary through which it made the short sale. The Theme Portfolio may  have
to  pay a fee to borrow particular securities and will often be obligated to pay
over any payments received on such borrowed securities.
 
A Theme  Portfolio's  obligation  to  replace the  borrowed  security  when  the
borrowing  is called or expires will be secured by collateral deposited with the
intermediary. The Theme Portfolio  will also be  required to deposit  collateral
with  its custodian to the  extent, if any, necessary so  that the value of both
collateral deposits in the aggregate is at  all times equal to at least 100%  of
the  current market value of the  security sold short. Depending on arrangements
made with the intermediary from which it borrowed the security regarding payment
of any  amounts received  by that  Theme  Portfolio on  such security,  a  Theme
Portfolio  may not receive  any payments (including  interest) on its collateral
deposited with such intermediary.
 
If the price of the security sold short increases between the time of the  short
sale  and the time a Theme Portfolio  replaces the borrowed security, that Theme
Portfolio will  incur a  loss;  conversely, if  the  price declines,  the  Theme
Portfolio  will  realize  a gain.  Any  gain  will be  decreased,  and  any loss
increased, by the transaction costs associated with the transaction. Although  a
Theme  Portfolio's gain is  limited by the  price at which  it sold the security
short, its potential loss theoretically is unlimited.
 
No Theme Portfolio will make a short sale if, after giving effect to such  sale,
the  market value of the  securities sold short exceeds 25%  of the value of its
total assets or the Theme Portfolio's aggregate short sales of the securities of
any one issuer exceed the lesser of 2% of the Theme Portfolio's net assets or 2%
of the securities of any  class of the issuer.  Moreover, a Theme Portfolio  may
engage  in short  sales only  with respect  to securities  listed on  a national
securities exchange. A Theme  Portfolio may make short  sales "against the  box"
without  respect to such limitations. In this type of short sale, at the time of
the sale the  Theme Portfolio owns  the security it  has sold short  or has  the
immediate and unconditional right to acquire at no additional cost the identical
security.
 
                   Statement of Additional Information Page 5
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                         OPTIONS, FUTURES AND CURRENCY
                                   STRATEGIES
 
- --------------------------------------------------------------------------------
 
SPECIAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES
The  use of options, futures contracts  and forward currency contracts ("Forward
Contracts") involves special considerations and risks, as described below. Risks
pertaining to particular instruments are described in the sections that follow.
 
        (1) Successful  use  of  most  of these  instruments  depends  upon  the
    Sub-adviser's  ability to  predict movements  of the  overall securities and
    currency markets, which requires different skills than predicting changes in
    the prices of individual securities. While the Sub-adviser is experienced in
    the use of these instruments, there can be no assurance that any  particular
    strategy adopted will succeed.
 
        (2)  There  might  be  imperfect correlation,  or  even  no correlation,
    between price  movements  of  an  instrument  and  price  movements  of  the
    investments being hedged. For example, if the value of an instrument used in
    a  short hedge  increased by less  than the  decline in value  of the hedged
    investment, the  hedge  would  not  be fully  successful.  Such  a  lack  of
    correlation  might  occur  due to  factors  unrelated  to the  value  of the
    investments being  hedged, such  as speculative  or other  pressures on  the
    markets  in which  the hedging  instrument is  traded. The  effectiveness of
    hedges using hedging  instruments on indices  will depend on  the degree  of
    correlation  between price movements in the index and price movements in the
    investments being hedged.
 
        (3) Hedging strategies, if successful, can reduce risk of loss by wholly
    or partially offsetting the negative  effect of unfavorable price  movements
    in the investments being hedged. However, hedging strategies can also reduce
    opportunity  for gain by  offsetting the positive  effect of favorable price
    movements in  the hedged  investments.  For example,  if a  Theme  Portfolio
    entered  into a short  hedge because the Sub-adviser  projected a decline in
    the price of a security in the Theme Portfolio's portfolio, and the price of
    that security increased instead, the gain from that increase might be wholly
    or partially offset  by a decline  in the price  of the hedging  instrument.
    Moreover,  if the price of the hedging  instrument declined by more than the
    increase in the price  of the security, the  Theme Portfolio could suffer  a
    loss.  In either such case, the Theme  Portfolio would have been in a better
    position had it not hedged at all.
 
        (4) As  described  below,  the  Theme Portfolio  might  be  required  to
    maintain  assets  as "cover,"  maintain segregated  accounts or  make margin
    payments when it  takes positions  in instruments  involving obligations  to
    third parties (I.E., instruments other than purchased options). If the Theme
    Portfolio  were unable  to close out  its positions in  such instruments, it
    might be required to  continue to maintain such  assets or accounts or  make
    such  payments until the position expired or matured. The requirements might
    impair the Theme Portfolio's ability to sell a portfolio security or make an
    investment at a  time when  it would  otherwise be  favorable to  do so,  or
    require   that  the  Theme   Portfolio  sell  a   portfolio  security  at  a
    disadvantageous time. The Theme Portfolio's ability to close out a  position
    in an instrument prior to expiration or maturity depends on the existence of
    a  liquid secondary market or, in the  absence of such a market, the ability
    and willingness of the  other party to the  transaction ("contra party")  to
    enter  into a transaction  closing out the position.  Therefore, there is no
    assurance that any position can  be closed out at a  time and price that  is
    favorable to the Theme Portfolio.
 
WRITING CALL OPTIONS
Each  Theme Portfolio may  write (sell) call options  on securities, indices and
currencies. Call options generally will be written on securities and  currencies
that, in the opinion of the Sub-adviser are not expected to make any major price
moves  in  the near  future  but that,  over  the long  term,  are deemed  to be
attractive investments for the Theme Portfolios.
 
A call option  gives the  holder (buyer)  the right  to purchase  a security  or
currency  at a specified price (the exercise  price) at any time until (American
style) or on (European style) a certain  date (the expiration date). So long  as
the  obligation of  the writer  of a  call option  continues, he  or she  may be
assigned an exercise  notice, requiring  him or  her to  deliver the  underlying
security  or currency  against payment  of the  exercise price.  This obligation
terminates upon the expiration of the call option, or such earlier time at which
the writer  effects  a closing  purchase  transaction by  purchasing  an  option
identical to that previously sold.
 
Portfolio  securities or currencies on which call options may be written will be
purchased solely on the basis of investment considerations consistent with  each
Theme  Portfolio's investment  objective. When  writing a  call option,  a Theme
Portfolio, in return for the premium, gives up the opportunity for profit from a
price increase in the underlying security or
 
                   Statement of Additional Information Page 6
<PAGE>
                             AIM GLOBAL THEME FUNDS
currency above the exercise price, and retains the risk of loss should the price
of the  security  or  currency  decline.  Unlike  one  who  owns  securities  or
currencies  not subject to an option, a Theme Portfolio has no control over when
it may be required to sell  the underlying securities or currencies, since  most
options may be exercised at any time prior to the option's expiration. If a call
option  that a  Theme Portfolio  has written  expires, the  Theme Portfolio will
realize a gain in the amount of the premium; however, such gain may be offset by
a decline in the market value of the underlying security or currency during  the
option period. If the call option is exercised, the Theme Portfolio will realize
a  gain or loss from the sale of the underlying security or currency, which will
be increased or offset  by the premium received.  Each Theme Portfolio does  not
consider a security or currency covered by a call option to be "pledged" as that
term  is  used in  that Theme  Portfolio's  policy that  limits the  pledging or
mortgaging of its assets.
 
Writing call options can serve as a limited short hedge because declines in  the
value  of the  hedged investment would  be offset  to the extent  of the premium
received  for  writing  the  option.  However,  if  the  security  or   currency
appreciates to a price higher than the exercise price of the call option, it can
be  expected that  the option will  be exercised  and a Theme  Portfolio will be
obligated to sell the security or currency at less than its market value.
 
The premium that a Theme Portfolio receives for writing a call option is  deemed
to  constitute the market  value of an  option. The premium  the Theme Portfolio
will receive from writing  a call option will  reflect, among other things,  the
current  market  price of  the underlying  investment,  the relationship  of the
exercise price to  such market  price, the  historical price  volatility of  the
underlying  investment,  and the  length of  the  option period.  In determining
whether a  particular  call  option  should be  written,  the  Sub-adviser  will
consider the reasonableness of the anticipated premium and the likelihood that a
liquid secondary market will exist for those options.
 
Closing  transactions  will be  effected  in order  to  realize a  profit  on an
outstanding call  option, to  prevent an  underlying security  or currency  from
being  called, or  to permit  the sale of  the underlying  security or currency.
Furthermore, effecting a closing  transaction will permit  a Theme Portfolio  to
write  another call option on the underlying  security or currency with either a
different exercise price or expiration date, or both.
 
Each Theme Portfolio will pay transaction  costs in connection with the  writing
of  options and in  entering into closing  purchase contracts. Transaction costs
relating to  options  activity are  normally  higher than  those  applicable  to
purchases and sales of portfolio securities.
 
The  exercise price of the  options may be below, equal  to or above the current
market values of the  underlying securities, indices or  currencies at the  time
the  options are written. From  time to time, a  Theme Portfolio may purchase an
underlying security or currency for delivery in accordance with the exercise  of
an  option, rather than delivering such security or currency from its portfolio.
In such cases, additional costs will be incurred.
 
A Theme  Portfolio  will  realize a  profit  or  loss from  a  closing  purchase
transaction  if the cost of the transaction  is less or more, respectively, than
the premium received from  writing the option. Because  increases in the  market
price  of a call option generally will  reflect increases in the market price of
the underlying security or currency, any loss resulting from the repurchase of a
call option is likely to  be offset in whole or  in part by appreciation of  the
underlying security or currency owned by a Theme Portfolio.
 
WRITING PUT OPTIONS
Each   Theme  Portfolio  may  write  put  options  on  securities,  indices  and
currencies. A put option gives  the purchaser of the  option the right to  sell,
and  the  writer (seller)  the  obligation to  buy,  the underlying  security or
currency at  the  exercise  price at  any  time  until (American  style)  or  on
(European  style) the  expiration date.  The operation  of put  options in other
respects, including their related risks and rewards, is substantially  identical
to that of call options.
 
A  Theme Portfolio generally would write  put options in circumstances where the
Sub-adviser wishes to purchase the underlying  security or currency for a  Theme
Portfolio's  holdings at  a price  lower than  the current  market price  of the
security or currency. In such event, a Theme Portfolio would write a put  option
at  an  exercise price  that, reduced  by  the premium  received on  the option,
reflects the lower price it is willing  to pay. Since the Theme Portfolio  would
also  receive interest on debt securities  or currencies maintained to cover the
exercise price of the  option, this technique could  be used to enhance  current
return  during periods  of market  uncertainty. The  risk in  such a transaction
would be that  the market  price of the  underlying security  or currency  would
decline below the exercise price less the premium received.
 
Writing  put options can serve as a  limited long hedge because increases in the
value of the  hedged investment would  be offset  to the extent  of the  premium
received   for  writing  the  option.  However,  if  the  security  or  currency
depreciates to a price lower than the  exercise price of the put option, it  can
be  expected that the put option will be exercised and a Theme Portfolio will be
obligated to purchase the security or currency at greater than its market value.
 
                   Statement of Additional Information Page 7
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
PURCHASING PUT OPTIONS
Each Theme  Portfolio  may  purchase  put options  on  securities,  indices  and
currencies.  As the  holder of a  put option,  a Theme Portfolio  would have the
right to sell the underlying security or  currency at the exercise price at  any
time  until (American style) or on (European style) the expiration date. A Theme
Portfolio may enter into closing sale transactions with respect to such options,
exercise such option or permit such option to expire.
 
Each Theme Portfolio  may purchase  a put option  on an  underlying security  or
currency  ("protective put")  owned by the  Theme Portfolio in  order to protect
against an anticipated decline  in the value of  the security or currency.  Such
hedge  protection is provided  only during the  life of the  put option when the
Theme Portfolio, as the holder of the put option, is able to sell the underlying
security or currency at the put exercise price regardless of any decline in  the
underlying  security's market  price or  currency's exchange  value. The premium
paid for  the put  option and  any  transaction costs  would reduce  any  profit
otherwise available for distribution when the security or currency is eventually
sold.
 
A  Theme Portfolio may also purchase put options  at a time when it does not own
the underlying security or currency. By purchasing put options on a security  or
currency  it does not own, that Theme  Portfolio seeks to benefit from a decline
in the market price of the underlying security or currency. If the put option is
not sold when it has remaining value, and if the market price of the  underlying
security  or currency remains equal to or greater than the exercise price during
the life of the put option, the Theme Portfolio will lose its entire  investment
in  the put option. In order for the  purchase of a put option to be profitable,
the  market  price  of  the   underlying  security  or  currency  must   decline
sufficiently  below  the exercise  price to  cover  the premium  and transaction
costs, unless the put option is sold in a closing sale transaction.
 
PURCHASING CALL OPTIONS
Each Theme  Portfolio  may purchase  call  options on  securities,  indices  and
currencies.  As the holder of a call  option, the Theme Portfolio would have the
right to purchase the underlying security  or currency at the exercise price  at
any  time until (American style)  or on (European style)  the expiration date. A
Theme Portfolio may enter  into closing sale transactions  with respect to  such
options, exercise such options or permit such options to expire.
 
Call  options may be purchased by a Theme Portfolio for the purpose of acquiring
the underlying security or currency for its portfolio. Utilized in this fashion,
the purchase  of call  options would  enable a  Theme Portfolio  to acquire  the
security  or currency at the exercise price  of the call option plus the premium
paid. At times,  the net  cost of  acquiring the  security or  currency in  this
manner may be less than the cost of acquiring the security or currency directly.
This  technique may also  be useful to  a Theme Portfolio  in purchasing a large
block of securities  that would be  more difficult to  acquire by direct  market
purchases.  So long as it  holds such a call  option, rather than the underlying
security or currency itself, the Theme Portfolio is partially protected from any
unexpected decline in the  market price of the  underlying security or  currency
and, in such event, could allow the call option to expire, incurring a loss only
to the extent of the premium paid for the option.
 
A  Theme Portfolio  may also purchase  call options on  underlying securities or
currencies it owns to avoid realizing losses that would result in a reduction of
its current return.  For example,  where a Theme  Portfolio has  written a  call
option on an underlying security or currency having a current market value below
the  price at which  it purchased the  security or currency,  an increase in the
market price could  result in the  exercise of  the call option  written by  the
Theme  Portfolio and  the realization  of a loss  on the  underlying security or
currency. Accordingly, the Theme Portfolio could  purchase a call option on  the
same  underlying security or  currency, which could be  exercised to fulfill the
Theme Portfolio's  delivery  obligations  under  its  written  call  (if  it  is
exercised).  This strategy could allow the  Theme Portfolio to avoid selling the
portfolio security  or  currency at  a  time when  it  has an  unrealized  loss;
however,  the Theme Portfolio would  have to pay a  premium to purchase the call
option plus transaction costs.
 
Aggregate premiums paid  for put and  call options  will not exceed  5% of  each
Theme Portfolio's total assets at the time of each purchase.
 
A Theme Portfolio may attempt to accomplish objectives similar to those involved
in  using Forward Contracts, by purchasing put  or call options on currencies. A
put option  gives  the Theme  Portfolio  as purchaser  the  right (but  not  the
obligation)  to sell a specified amount of currency at the exercise price at any
time until (American style)  or on (European style)  the expiration date of  the
option.  A call option gives the Theme Portfolio as purchaser the right (but not
the obligation) to purchase a specified amount of currency at the exercise price
at any time until (American style) or on (European style) the expiration date of
the option. A Theme Portfolio might purchase a currency put option, for example,
to protect itself against a decline in  the dollar value of a currency in  which
it  holds  or anticipates  holding securities.  If  the currency's  value should
decline against the  dollar, the  loss in currency  value should  be offset,  in
whole  or in part, by an  increase in the value of the  put. If the value of the
currency instead should rise against the  dollar, any gain to a Theme  Portfolio
would  be reduced by the premium it had paid for the put option. A currency call
option might  be purchased,  for  example, in  anticipation  of, or  to  protect
against,  a rise in the value against the  dollar of a currency in which a Theme
Portfolio anticipates purchasing securities.
 
                   Statement of Additional Information Page 8
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
Options may  be either  listed  on an  exchange  or traded  in  over-the-counter
("OTC")  markets. Listed options are third-party contracts (I.E., performance of
the obligations of  the purchaser and  seller is guaranteed  by the exchange  or
clearing  corporation) and have standardized strike prices and expiration dates.
OTC options are two-party contracts with negotiated strike prices and expiration
dates. A Theme Portfolio will not purchase an OTC option unless it believes that
daily valuations for  such options  are readily obtainable.  OTC options  differ
from  exchange-traded options  in that OTC  options are  transacted with dealers
directly and not through a clearing corporation (which guarantees  performance).
Consequently,  there  is  a risk  of  non-performance  by the  dealer.  Since no
exchange is involved, OTC options are valued  on the basis of an average of  the
last  bid prices obtained from dealers, unless  a quotation from only one dealer
is available, in which case only that  dealer's price will be used. In the  case
of  OTC options, there can  be no assurance that  a liquid secondary market will
exist for any particular option at any specific time.
 
The staff of the Securities and Exchange Commission ("SEC") considers  purchased
OTC  options to  be illiquid  securities. A  Theme Portfolio  may also  sell OTC
options and, in connection therewith, segregate assets or cover its  obligations
with  respect to OTC options written by  the Theme Portfolio. The assets used as
cover for OTC options written by  a Theme Portfolio will be considered  illiquid
unless  the OTC options are  sold to qualified dealers  who agree that the Theme
Portfolio may repurchase  any OTC  option it  writes at  a maximum  price to  be
calculated  by a formula set forth in the option agreement. The cover for an OTC
option written subject to  this procedure would be  considered illiquid only  to
the  extent  that the  maximum repurchase  price under  the formula  exceeds the
intrinsic value of the option.
 
A  Theme  Portfolio's  ability   to  establish  and   close  out  positions   in
exchange-listed  options depends  on the existence  of a liquid  market. A Theme
Portfolio intends to purchase  or write only  those exchange-traded options  for
which  there appears to be  a liquid secondary market.  However, there can be no
assurance that  such  a  market  will exist  at  any  particular  time.  Closing
transactions  can be made for OTC options  only by negotiating directly with the
contra party or  by a transaction  in the  secondary market if  any such  market
exists.  Although a Theme Portfolio will enter into OTC options only with contra
parties that are expected  to be capable of  entering into closing  transactions
with the Theme Portfolio, there is no assurance that the Theme Portfolio will in
fact  be able to close out an OTC  option position at a favorable price prior to
expiration. In the event of insolvency of the contra party, the Theme  Portfolio
might  be unable to  close out an OTC  option position at any  time prior to its
expiration.
 
INDEX OPTIONS
Puts and calls on indices are similar to puts and calls on securities or futures
contracts except that all settlements  are in cash and  gain or loss depends  on
changes  in the index in question (and thus on price movements in the securities
market or a particular market sector  generally) rather than on price  movements
in  individual securities or futures contracts.  When a Theme Portfolio writes a
call on an index, it receives a premium and agrees that, prior to the expiration
date, the purchaser of the  call, upon exercise of  the call, will receive  from
the  Theme Portfolio an  amount of cash if  the closing level  of the index upon
which the call  is based is  greater than the  exercise price of  the call.  The
amount of cash is equal to the difference between the closing price of the index
and   the  exercise  price   of  the  call  times   a  specified  multiple  (the
"multiplier"), which determines the  total dollar value for  each point of  such
difference.  When a Theme Portfolio  buys a call on an  index, it pays a premium
and has the same  rights as to such  call as are indicated  above. When a  Theme
Portfolio  buys a put on an index, it pays a premium and has the right, prior to
the expiration  date,  to  require  the  seller  of  the  put,  upon  the  Theme
Portfolio's  exercise of the put, to deliver to the Theme Portfolio an amount of
cash if the closing level of the index upon which the put is based is less  than
the  exercise  price of  the  put, which  amount of  cash  is determined  by the
multiplier, as described above for calls. When the Theme Portfolio writes a  put
on an index, it receives a premium and the purchaser has the right, prior to the
expiration  date, to require the  Theme Portfolio to deliver  to it an amount of
cash equal to  the difference between  the closing  level of the  index and  the
exercise  price times  the multiplier,  if the  closing level  is less  than the
exercise price.
 
The risks  of  investment  in index  options  may  be greater  than  options  on
securities.  Because index options  are settled in cash,  when a Theme Portfolio
writes a  call on  an  index it  cannot provide  in  advance for  its  potential
settlement  obligations by  acquiring and  holding the  underlying securities. A
Theme Portfolio can  offset some  of the  risk of  writing a  call index  option
position  by holding a  diversified portfolio of securities  similar to those on
which the underlying  index is based.  However, a Theme  Portfolio cannot, as  a
practical  matter,  acquire and  hold a  portfolio  containing exactly  the same
securities as underlie the index and, as  a result, bears a risk that the  value
of the securities held will vary from the value of the index.
 
Even  if a  Theme Portfolio could  assemble a securities  portfolio that exactly
reproduced the composition of the underlying index, it still would not be  fully
covered  from a risk standpoint because of the "timing risk" inherent in writing
index options. When an index  option is exercised, the  amount of cash that  the
holder  is  entitled to  receive  is determined  by  the difference  between the
exercise price  and the  closing index  level on  the date  when the  option  is
exercised.  As with  other kinds  of options, the  Theme Portfolio,  as the call
writer, will not  know that it  has been  assigned until the  next business  day
 
                   Statement of Additional Information Page 9
<PAGE>
                             AIM GLOBAL THEME FUNDS
at the earliest. The time lag between exercise and notice of assignment poses no
risk for the writer of a covered call on a specific underlying security, such as
common stock, because there the writer's obligation is to deliver the underlying
security,  not to pay its value  as of a fixed time in  the past. So long as the
writer already  owns the  underlying  security, it  can satisfy  its  settlement
obligations  by  simply delivering  it, and  the  risk that  its value  may have
declined since the exercise date is borne by the exercising holder. In contrast,
even if the  writer of an  index call  holds securities that  exactly match  the
composition  of  the  underlying index,  it  will  not be  able  to  satisfy its
assignment obligations by  delivering those  securities against  payment of  the
exercise  price. Instead, it will be required to  pay cash in an amount based on
the closing index value on the exercise date; and by the time it learns that  it
has  been assigned, the index may have declined, with a corresponding decline in
the value  of  its securities  portfolio.  This  "timing risk"  is  an  inherent
limitation  on the ability of index call writers to cover their risk exposure by
holding securities positions.
 
If a  Theme Portfolio  purchases an  index option  and exercises  it before  the
closing  index value for that day is available,  it runs the risk that the level
of the underlying  index may subsequently  change. If such  a change causes  the
exercised  option to fall out-of-the-money, the Theme Portfolio will be required
to pay the difference between the closing index value and the exercise price  of
the option (times the applicable multiplier) to the assigned writer.
 
INTEREST RATE, CURRENCY AND STOCK INDEX FUTURES CONTRACTS
Each Theme Portfolio may enter into interest rate or currency futures contracts,
and  may enter  into stock index  futures contracts  (collectively, "Futures" or
"Futures Contracts"),  as  a  hedge  against changes  in  prevailing  levels  of
interest  rates,  currency exchange  rates  or stock  price  levels in  order to
establish more definitely the effective return on securities or currencies  held
or  intended to be acquired by the  Theme Portfolio. A Theme Portfolio's hedging
may include  sales  of Futures  as  an offset  against  the effect  of  expected
increases  in interest rates, and decreases in currency exchange rates and stock
prices, and purchases  of Futures as  an offset against  the effect of  expected
declines  in interest rates,  and increases in currency  exchange rates or stock
prices.
 
Each Theme Portfolio only will enter  into Futures Contracts that are traded  on
futures  exchanges  and  are standardized  as  to maturity  date  and underlying
financial instrument. Futures exchanges and trading thereon in the United States
are regulated under the Commodity Exchange Act by the Commodity Futures  Trading
Commission ("CFTC"). Futures are exchanged in London at the London International
Financial Futures Exchange.
 
Although techniques other than sales and purchases of Futures Contracts could be
used  to reduce a Theme Portfolio's exposure to interest rate, currency exchange
rate and stock market  fluctuations, that Theme Portfolio  may be able to  hedge
its  exposure  more  effectively  and  at a  lower  cost  through  using Futures
Contracts.
 
A Futures Contract provides  for the future  sale by one  party and purchase  by
another party of a specified amount of a specific financial instrument (security
or currency) for a specified price at a designated date, time and place. A stock
index Futures Contract provides for the delivery, at a designated date, time and
place,  of  an amount  of  cash equal  to a  specified  dollar amount  times the
difference between the stock index value at the close of trading on the contract
and the price at  which the Futures Contract  is originally struck; no  physical
delivery  of stocks  comprising the index  is made. Brokerage  fees are incurred
when a  Futures  Contract  is  bought  or sold,  and  margin  deposits  must  be
maintained at all times the Futures Contract is outstanding.
 
Although  Futures Contracts typically require future delivery of and payment for
financial instruments or  currencies, Futures Contracts  usually are closed  out
before  the delivery date. Closing out an open Futures Contract sale or purchase
is effected by entering  into an offsetting Futures  Contract purchase or  sale,
respectively,   for  the  same  aggregate  amount  of  the  identical  financial
instrument or currency and  the same delivery date.  If the offsetting  purchase
price is less than the original sale price, the Theme Portfolio realizes a gain;
if  it  is  more,  the  Theme Portfolio  realizes  a  loss.  Conversely,  if the
offsetting sale  price is  more  than the  original  purchase price,  the  Theme
Portfolio  realizes a gain; if it is  less, the Theme Portfolio realizes a loss.
The transaction costs must also be included in these calculations. There can  be
no  assurance, however,  that a Theme  Portfolio will  be able to  enter into an
offsetting transaction  with  respect to  a  particular Futures  Contract  at  a
particular  time. If a Theme  Portfolio is not able  to enter into an offsetting
transaction, that Theme Portfolio will continue  to be required to maintain  the
margin deposits on the Futures Contract.
 
As  an example of an offsetting transaction, the contractual obligations arising
from the sale of one Futures Contract of September Deutschemarks on an  exchange
may  be fulfilled  at any  time before  delivery under  the Futures  Contract is
required (I.E., on a specified date  in September, the "delivery month") by  the
purchase  of another  Futures Contract  of September  Deutschemarks on  the same
exchange. In  such instance,  the  difference between  the  price at  which  the
Futures  Contract was sold and the price paid for the offsetting purchase, after
allowance for transaction  costs, represents  the profit  or loss  to the  Theme
Portfolio.
 
                  Statement of Additional Information Page 10
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
Each  Theme Portfolio's  Futures transactions will  be entered  into for hedging
purposes only; that  is, Futures  Contracts will be  sold to  protect against  a
decline in the price of securities or currencies that a Theme Portfolio owns, or
Futures  Contracts will  be purchased  to protect  a Theme  Portfolio against an
increase in the price of securities  or currencies it has committed to  purchase
or expects to purchase.
 
"Margin"  with respect to Futures Contracts is  the amount of funds that must be
deposited by a Theme Portfolio in order to initiate Futures trading and maintain
the Theme Portfolio's open positions in Futures Contracts. A margin deposit made
when the Futures  Contract is  entered into  ("initial margin")  is intended  to
ensure  the Theme Portfolio's performance under the Futures Contract. The margin
required for a particular Futures Contract is  set by the exchange on which  the
Futures  Contract is traded and may be  significantly modified from time to time
by the exchange during the term of the Futures Contract.
 
Subsequent  payments,  called  "variation  margin,"  to  and  from  the  futures
commission  merchant through which the Theme  Portfolio entered into the Futures
Contract will be made on a daily basis as the price of the underlying  security,
currency  or index fluctuates making the Futures Contract more or less valuable,
a process known as marking-to-market.
 
    RISKS OF  USING  FUTURES CONTRACTS.  The  prices of  Futures  Contracts  are
volatile  and  are influenced  by, among  other  things, actual  and anticipated
changes in  interest rates  and currency  exchange rates,  and in  stock  market
movements,  which  in turn  are  affected by  fiscal  and monetary  policies and
national and international political and economic events.
 
There is a risk  of imperfect correlation between  changes in prices of  Futures
Contracts  and prices  of the  securities or  currencies in  a Theme Portfolio's
portfolio being hedged. The degree  of imperfection of correlation depends  upon
circumstances  such as variations  in speculative market  demand for Futures and
for securities or currencies, including technical influences in Futures trading;
and  differences  between  the  financial  instruments  being  hedged  and   the
instruments  underlying the standard Futures  Contracts available for trading. A
decision of whether, when and how to hedge involves skill and judgment, and even
a well-conceived hedge may be unsuccessful to some degree because of  unexpected
market behavior or interest or currency rate trends.
 
Because  of  the  low  margin deposits  required,  Futures  trading  involves an
extremely high  degree  of leverage.  As  a  result, a  relatively  small  price
movement  in a Futures Contract may result in immediate and substantial loss, as
well as gain, to the investor. For example,  if at the time of purchase, 10%  of
the  value of  the Futures  Contract is  deposited as  margin, a  subsequent 10%
decrease in the value of  the Futures Contract would result  in a total loss  of
the  margin  deposit, before  any deduction  for the  transaction costs,  if the
account were then closed  out. A 15%  decrease would result in  a loss equal  to
150%  of the original margin  deposit, if the Futures  Contract were closed out.
Thus, a purchase or sale of a Futures Contract may result in losses in excess of
the amount invested in the Futures Contract.
 
Most U.S. Futures exchanges limit the amount of fluctuation permitted in Futures
Contract and options on  Futures Contracts prices during  a single trading  day.
The  daily limit  establishes the  maximum amount  that the  price of  a Futures
Contract or option may vary either up or down from the previous day's settlement
price at the end of a trading session. Once the daily limit has been reached  in
a  particular type of Futures Contract or option,  no trades may be made on that
day at a price beyond  that limit. The daily  limit governs only price  movement
during  a particular trading day and  therefore does not limit potential losses,
because the limit may prevent the liquidation of unfavorable positions.  Futures
Contract  and  option prices  have  occasionally moved  to  the daily  limit for
several consecutive trading days with  little or no trading, thereby  preventing
prompt  liquidation  of positions  and  subjecting some  traders  to substantial
losses.
 
If a Theme Portfolio  were unable to  liquidate a Futures  or option on  Futures
position  due to the absence  of a liquid secondary  market or the imposition of
price limits,  it could  incur  substantial losses.  The Theme  Portfolio  would
continue to be subject to market risk with respect to the position. In addition,
except  in the case of purchased options,  the Theme Portfolio would continue to
be required to  make daily variation  margin payments and  might be required  to
maintain  the position being hedged by the  Future or option or to maintain cash
or securities in a segregated account.
 
Certain characteristics  of the  Futures  market might  increase the  risk  that
movements  in the prices  of Futures Contracts  or options on  Futures might not
correlate perfectly  with  movements in  the  prices of  the  investments  being
hedged.  For example,  all participants  in the  Futures and  options on Futures
markets are subject to  daily variation margin calls  and might be compelled  to
liquidate  Futures  or  options on  Futures  positions whose  prices  are moving
unfavorably to avoid being  subject to further  calls. These liquidations  could
increase  price  volatility  of the  instruments  and distort  the  normal price
relationship between the Futures  or options and  the investments being  hedged.
Also, because initial margin deposit requirements in the Futures market are less
onerous  than  margin requirements  in the  securities  markets, there  might be
increased  participation   by  speculators   in   the  Futures   markets.   This
participation  also  might  cause  temporary  price  distortions.  In  addition,
activities of large traders in both the Futures and securities markets involving
arbitrage, "program trading"  and other  investment strategies  might result  in
temporary price distortions.
 
                  Statement of Additional Information Page 11
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
OPTIONS ON FUTURES CONTRACTS
Options  on Futures Contracts are similar to options on securities or currencies
except that options on Futures Contracts give the purchaser the right, in return
for the  premium paid,  to  assume a  position in  a  Futures Contract  (a  long
position if the option is a call and a short position if the option is a put) at
a  specified exercise price  at any time  during the period  of the option. Upon
exercise of the option, the  delivery of the Futures  position by the writer  of
the  option to the holder  of the option will be  accompanied by delivery of the
accumulated balance in the writer's Futures margin account, which represents the
amount by which the market price  of the Futures Contract, at exercise,  exceeds
(in  the case of  a call) or  is less than (in  the case of  a put) the exercise
price of the option on  the Futures Contract. If an  option is exercised on  the
last trading day prior to the expiration date of the option, the settlement will
be  made entirely in cash equal to  the difference between the exercise price of
the option and  the closing level  of the securities,  currencies or index  upon
which  the  Futures Contract  is  based on  the  expiration date.  Purchasers of
options who fail to exercise their options  prior to the exercise date suffer  a
loss of the premium paid.
 
The  purchase of  call options  on Futures can  serve as  a long  hedge, and the
purchase of put  options on Futures  can serve  as a short  hedge. Writing  call
options  on Futures can serve as a  limited short hedge, and writing put options
on Futures can serve as a limited  long hedge, using a strategy similar to  that
used for writing options on securities, foreign currencies or indices.
 
If a Theme Portfolio writes an option on a Futures Contract, it will be required
to  deposit initial  and variation  margin pursuant  to requirements  similar to
those applicable to Futures Contracts. Premiums received from the writing of  an
option on a Futures Contract are included in the initial margin deposit.
 
A  Theme Portfolio may seek to close out an option position by selling an option
covering the  same Futures  Contract  and having  the  same exercise  price  and
expiration  date.  The ability  to  establish and  close  out positions  on such
options is subject to the maintenance of a liquid secondary market.
 
LIMITATIONS ON  USE  OF FUTURES,  OPTIONS  ON  FUTURES AND  CERTAIN  OPTIONS  ON
CURRENCIES
   
To  the extent that a Theme Portfolio  enters into Futures Contracts, options on
Futures Contracts, and options on foreign currencies traded on a  CFTC-regulated
exchange,  in each case other than for BONA FIDE hedging purposes (as defined by
the CFTC), the aggregate initial margin and premiums required to establish those
positions (excluding the amount  by which options  are "in-the-money") will  not
exceed  5% of the  liquidation value of  the Theme Portfolio,  after taking into
account unrealized  profits and  unrealized losses  on any  contracts the  Theme
Portfolio  has entered into. In general, a  call option on a Futures Contract is
"in-the-money" if  the value  of  the underlying  Futures Contract  exceeds  the
strike, I.E., exercise, price of the call; a put option on a Futures Contract is
"in-the-money"  if the value  of the underlying Futures  Contract is exceeded by
the strike price of  the put. This  guideline may be  modified by the  Company's
Board of Directors and the Portfolio's Board of Trustees, as applicable, without
a  shareholder vote. This  limitation does not  limit the percentage  of a Theme
Portfolio's assets at risk to 5%.
    
 
FORWARD CONTRACTS
A Forward Contract is an obligation, usually arranged with a commercial bank  or
other  currency dealer, to purchase or  sell a currency against another currency
at a future  date and price  as agreed upon  by the parties.  A Theme  Portfolio
either  may  accept or  make delivery  of the  currency at  the maturity  of the
Forward Contract. A Theme Portfolio may  also, if its contra party agrees  prior
to  maturity, enter into a closing transaction involving the purchase or sale of
an offsetting contract.
 
A Theme Portfolio engages in  forward currency transactions in anticipation  of,
or  to protect itself against, fluctuations in exchange rates. A Theme Portfolio
might sell a  particular foreign currency  forward, for example,  when it  holds
bonds  denominated  in  a foreign  currency  but  anticipates, and  seeks  to be
protected against, a decline in the currency against the U.S. dollar. Similarly,
a Theme  Portfolio  might sell  the  U.S. dollar  forward  when it  holds  bonds
denominated  in U.S. dollars but anticipates, and seeks to be protected against,
a decline in  the U.S.  dollar relative to  other currencies.  Further, a  Theme
Portfolio might purchase a currency forward to "lock in" the price of securities
denominated in that currency that it anticipates purchasing.
 
   
Forward  Contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A Forward
Contract generally has no deposit requirement, and no commissions are charged at
any stage  for  trades.  Each  Theme Portfolio  will  enter  into  such  Forward
Contracts with major U.S. or foreign banks and securities or currency dealers in
accordance  with guidelines approved by the Portfolios' Board of Trustees or the
Company's Board of Directors, as applicable.
    
 
A Theme  Portfolio may  enter  into Forward  Contracts  either with  respect  to
specific  transactions  or with  respect to  overall  investments of  that Theme
Portfolio. The precise matching of the Forward Contract amounts and the value of
specific securities generally will not be  possible because the future value  of
such securities in foreign currencies will change as a
 
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<PAGE>
                             AIM GLOBAL THEME FUNDS
consequence  of market  movements in the  value of those  securities between the
date the Forward Contract is entered into and the date it matures.  Accordingly,
it  may be  necessary for  that Theme  Portfolio to  purchase additional foreign
currency on the spot (I.E., cash) market (and bear the expense of such purchase)
if the market value of the security is less than the amount of foreign  currency
the  Theme Portfolio is obligated  to deliver and if a  decision is made to sell
the security and make  delivery of the foreign  currency. Conversely, it may  be
necessary  to sell  on the spot  market some  of the foreign  currency the Theme
Portfolio is obligated to deliver. The projection of short-term currency  market
movements  is extremely difficult, and the  successful execution of a short-term
hedging strategy is highly  uncertain. Forward Contracts  involve the risk  that
anticipated currency movements will not be predicted accurately, causing a Theme
Portfolio to sustain losses on these contracts and transaction costs.
 
At  or before the maturity of a  Forward Contract requiring a Theme Portfolio to
sell a currency, that  Theme Portfolio either  may sell a  security and use  the
sale proceeds to make delivery of the currency or retain the security and offset
its  contractual  obligation  to deliver  the  currency by  purchasing  a second
contract pursuant to which the Theme Portfolio will obtain, on the same maturity
date, the  same  amount  of  the  currency that  it  is  obligated  to  deliver.
Similarly,  a Theme Portfolio may  close out a Forward  Contract requiring it to
purchase a specified currency by entering into a second contract, if its  contra
party  agrees, entitling it to sell the same  amount of the same currency on the
maturity date of the first contract. A  Theme Portfolio would realize a gain  or
loss  as a  result of  entering into such  an offsetting  Forward Contract under
either circumstance  to  the extent  the  exchange  rate or  rates  between  the
currencies  involved moved between the execution dates of the first contract and
the offsetting contract.
 
The cost  to a  Theme Portfolio  of engaging  in Forward  Contracts varies  with
factors  such as the currencies involved, the  length of the contract period and
the market conditions  then prevailing.  Because Forward  Contracts are  usually
entered  into on a principal basis, no fees or commissions are involved. The use
of Forward  Contracts does  not  eliminate fluctuations  in  the prices  of  the
underlying  securities a Theme Portfolio owns or intends to acquire, but it does
establish a rate  of exchange in  advance. In addition,  while Forward  Contract
sales  limit  the risk  of loss  due to  a decline  in the  value of  the hedged
currencies, they also  limit any  potential gain  that might  result should  the
value of the currencies increase.
 
FOREIGN CURRENCY STRATEGIES -- SPECIAL CONSIDERATIONS
A  Theme Portfolio  may use  options on  foreign currencies,  Futures on foreign
currencies, options on Futures  on foreign currencies  and Forward Contracts  to
hedge  against movements in  the values of  the foreign currencies  in which the
Theme Portfolio's securities are denominated.  Such currency hedges can  protect
against  price movements in a security that  the Theme Portfolio owns or intends
to acquire that  are attributable to  changes in  the value of  the currency  in
which  it is  denominated. Such  hedges do  not, however,  protect against price
movements in the securities that are attributable to other causes.
 
A Theme  Portfolio  might seek  to  hedge against  changes  in the  value  of  a
particular  currency  when  no  Futures  Contract,  Forward  Contract  or option
involving that currency is available or one of such contracts is more  expensive
than  certain  other contracts.  In such  cases, the  Theme Portfolio  may hedge
against price movements in that currency by entering into a contract on  another
currency  or basket of currencies, the  values of which the Sub-adviser believes
will have a positive correlation to the value of the currency being hedged.  The
risk  that movements in the  price of the contract  will not correlate perfectly
with movements in the price of the currency being hedged is magnified when  this
strategy is used.
 
The  value of Futures Contracts, options on Futures Contracts, Forward Contracts
and options  on  foreign currencies  depends  on  the value  of  the  underlying
currency  relative  to the  U.S. dollar.  Because foreign  currency transactions
occurring in the  interbank market  might involve  substantially larger  amounts
than  those  involved in  the  use of  Futures  Contracts, Forward  Contracts or
options, the Theme Portfolio  could be disadvantaged by  dealing in the odd  lot
market  (generally consisting of  transactions of less than  $1 million) for the
underlying foreign currencies at prices that  are less favorable than for  round
lots.
 
There is no systematic reporting of last sale information for foreign currencies
or  any  regulatory requirements  that quotations  available through  dealers or
other market sources be firm or revised on a timely basis. Quotation information
generally is representative of very  large transactions in the interbank  market
and  thus  might not  reflect  odd-lot transactions  where  rates might  be less
favorable.  The   interbank  market   in  foreign   currencies  is   a   global,
round-the-clock  market. To the  extent the U.S. options  or Futures markets are
closed while the markets for the underlying currencies remain open,  significant
price  and rate movements might take place in the underlying markets that cannot
be reflected in  the markets  for the Futures  contracts or  options until  they
reopen.
 
Settlement of Futures Contracts, Forward Contracts and options involving foreign
currencies  might  be required  to  take place  within  the country  issuing the
underlying currency. Thus, the  Theme Portfolio might be  required to accept  or
make  delivery of the underlying foreign currency in accordance with any U.S. or
foreign regulations regarding the maintenance
 
                  Statement of Additional Information Page 13
<PAGE>
                             AIM GLOBAL THEME FUNDS
of foreign banking arrangements by U.S.  residents and might be required to  pay
any  fees,  taxes and  charges  associated with  such  delivery assessed  in the
issuing country.
 
COVER
Transactions using Forward Contracts, Futures Contracts and options (other  than
options  purchased  by  a Theme  Portfolio)  expose  the Theme  Portfolio  to an
obligation to another  party. A  Theme Portfolio will  not enter  into any  such
transactions  unless it  owns either (1)  an offsetting  ("covered") position in
securities,  currencies,  or  other   options,  Forward  Contracts  or   Futures
Contracts,  or (2) cash, receivables and short-term debt securities with a value
sufficient at  all times  to  cover its  potential  obligations not  covered  as
provided  in (1)  above. Each  Theme Portfolio  will comply  with SEC guidelines
regarding cover for  these instruments and,  if the guidelines  so require,  set
aside cash or liquid securities.
 
Assets  used as cover or  held in a segregated account  cannot be sold while the
position in the corresponding  Forward Contract, Futures  Contract or option  is
open, unless they are replaced with other appropriate assets. If a large portion
of a Theme Portfolio's assets is used for cover or otherwise set aside, it could
affect  portfolio management or the Theme Portfolio's ability to meet redemption
requests or other current obligations.
 
- --------------------------------------------------------------------------------
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
ILLIQUID SECURITIES
Each Theme  Portfolio  may invest  up  to 15%  of  its net  assets  in  illiquid
securities.  Securities may be  considered illiquid if  a Theme Portfolio cannot
reasonably expect within seven days to sell the securities for approximately the
amount at which  that Theme  Portfolio values such  securities. See  "Investment
Limitations."  The sale  of illiquid  securities, if  they can  be sold  at all,
generally will  require more  time and  result in  higher brokerage  charges  or
dealer  discounts  and  other selling  expenses  than  will the  sale  of liquid
securities such as securities eligible for trading on U.S. securities  exchanges
or  in OTC markets.  Moreover, restricted securities, which  may be illiquid for
purposes of  this limitation,  often sell,  if at  all, at  a price  lower  than
similar securities that are not subject to restrictions on resale.
 
Illiquid  securities include those that are subject to restrictions contained in
the securities  laws of  other countries.  However, securities  that are  freely
marketable  in the country where  they are principally traded,  but would not be
freely marketable in the United States,  will not be considered illiquid.  Where
registration  is required, a Theme Portfolio may be obligated to pay all or part
of the registration expenses  and a considerable period  may elapse between  the
time  of the decision to sell and the  time the Theme Portfolio may be permitted
to sell a security under an effective registration statement. If, during such  a
period,  adverse market  conditions were to  develop, the  Theme Portfolio might
obtain a less favorable price than prevailed when it decided to sell.
 
Not  all  restricted  securities   are  illiquid.  In   recent  years  a   large
institutional   market  has  developed  for  certain  securities  that  are  not
registered under the Securities Act of 1933, as amended ("1933 Act"),  including
private  placements, repurchase agreements, commercial paper, foreign securities
and corporate bonds and notes. These instruments are often restricted securities
because the  securities are  sold in  transactions not  requiring  registration.
Institutional investors generally will not seek to sell these instruments to the
general   public,  but  instead  will  often   depend  either  on  an  efficient
institutional market in which such unregistered securities can be readily resold
or on an issuer's ability to honor  a demand for repayment. Therefore, the  fact
that there are contractual or legal restrictions on resale to the general public
or certain institutions is not dispositive of the liquidity of such investments.
 
Rule  144A under the 1933 Act establishes  a "safe harbor" from the registration
requirements of the  1933 Act  for resales  of certain  securities to  qualified
institutional  buyers.  Institutional  markets  for  restricted  securities have
developed as a result of Rule 144A, providing both readily ascertainable  values
for  restricted securities and the ability to liquidate an investment to satisfy
share redemption orders. Such markets include automated systems for the trading,
clearance and  settlement of  unregistered securities  of domestic  and  foreign
issuers,  such as  the PORTAL  System sponsored  by the  National Association of
Securities Dealers,  Inc.  An  insufficient number  of  qualified  institutional
buyers interested in purchasing Rule 144A-eligible restricted securities held by
a  Theme Portfolio,  however, could affect  adversely the  marketability of such
portfolio securities and the Theme Portfolio might be unable to dispose of  such
securities promptly or at favorable prices.
 
   
With  respect to  liquidity determinations  generally, the  Portfolios' Board of
Trustees or the Company's  Board of Directors, as  applicable, has the  ultimate
responsibility for determining whether specific securities, including restricted
securities
    
 
                  Statement of Additional Information Page 14
<PAGE>
                             AIM GLOBAL THEME FUNDS
   
pursuant to Rule 144A under the 1933 Act, are liquid or illiquid. Each Board has
delegated  the function of making day-to-day  determinations of liquidity to the
Sub-adviser, in  accordance with  procedures approved  by that  Board. The  Sub-
adviser  takes into account a number of factors in reaching liquidity decisions,
including, but not  limited to, (i)  the frequency of  trading in the  security;
(ii)  the number of dealers that make  quotes for the security; (iii) the number
of dealers that  have undertaken  to make  a market  in the  security; (iv)  the
number of other potential purchasers; and (v) the nature of the security and how
trading  is effected (e.g., the time needed to sell the security, how offers are
solicited and the mechanics of transfer). The Sub-adviser monitors the liquidity
of securities  held  by  each  Theme Portfolio  and  periodically  reports  such
determinations  to the Portfolios'  Board of Trustees or  the Company's Board of
Directors, as applicable.  If the  liquidity percentage restriction  of a  Theme
Portfolio  is  satisfied at  the time  of  investment, a  later increase  in the
percentage of illiquid securities held by  the Theme Portfolio resulting from  a
change  in  market value  or  assets will  not  constitute a  violation  of that
restriction. If  as  a  result of  a  change  in market  value  or  assets,  the
percentage  of illiquid securities  held by the  Theme Portfolio increases above
the applicable limit, the Sub-adviser will  take appropriate steps to bring  the
aggregate  amount of illiquid  assets back within  the prescribed limitations as
soon  as  reasonably  practicable,  taking  into  account  the  effect  of   any
disposition on the Theme Portfolio.
    
 
FOREIGN SECURITIES
    POLITICAL,  SOCIAL AND ECONOMIC  RISKS. Investing in  securities of non-U.S.
companies may entail additional risks due to the potential political, social and
economic instability  of  certain  countries and  the  risks  of  expropriation,
nationalization,  confiscation  or  the imposition  of  restrictions  on foreign
investment convertibility of currencies into U.S. dollars and on repatriation of
capital invested. In the event  of such expropriation, nationalization or  other
confiscation  by any country, a Theme Portfolio could lose its entire investment
in any such country.
 
    RELIGIOUS, POLITICAL AND  ETHNIC INSTABILITY. Certain  countries in which  a
Theme  Portfolio may invest  may have groups that  advocate radical religious or
revolutionary philosophies or  support ethnic independence.  Any disturbance  on
the   part  of  such  individuals  could  carry  the  potential  for  widespread
destruction or  confiscation  of  property owned  by  individuals  and  entities
foreign  to  such  country and  could  cause  the loss  of  a  Theme Portfolio's
investment in those  countries. Instability  may also result  from, among  other
things:  (i) authoritarian governments or  military involvement in political and
economic   decision-making,    including   changes    in   government    through
extra-constitutional  means;  (ii) popular  unrest  associated with  demands for
improved political, economic and social conditions; and (iii) hostile  relations
with  neighboring  or  other  countries.  Such  political,  social  and economic
instability could  disrupt the  principal  financial markets  in which  a  Theme
Portfolio invests and adversely affect the value of a Theme Portfolio's assets.
 
   
    FOREIGN  INVESTMENT  RESTRICTIONS.  Certain  countries  prohibit  or  impose
substantial restrictions on investments  in their capital markets,  particularly
their  equity  markets, by  foreign entities  such as  a Theme  Portfolio. These
restrictions or controls may  at times limit or  preclude investment in  certain
securities  and may  increase the  cost and expenses  of a  Theme Portfolio. For
example,  certain   countries  require   prior  governmental   approval   before
investments  by  foreign  persons  may  be made,  or  may  limit  the  amount of
investment by foreign persons in a particular company or limit the investment by
foreign persons to only  a specific class  of securities of  a company that  may
have  less  advantageous  terms than  securities  of the  company  available for
purchase by nationals. Moreover, the national policies of certain countries  may
restrict  investment opportunities in issuers  or industries deemed sensitive to
national interests. In  addition, some countries  require governmental  approval
for the repatriation of investment income, capital or the proceeds of securities
sales  by  foreign investors.  In addition,  if  there is  a deterioration  in a
country's balance  of  payments or  for  other  reasons, a  country  may  impose
restrictions  on foreign capital remittances abroad.  A Theme Portfolio could be
adversely  affected  by  delays  in,  or  a  refusal  to  grant,  any   required
governmental  approval for repatriation, as well as  by the application to it of
other restrictions on investments.
    
 
    NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL
REGULATION. Foreign companies are subject to accounting, auditing and  financial
standards  and requirements that differ, in some cases significantly, from those
applicable to U.S. companies. In particular, the assets, liabilities and profits
appearing on the  financial statements  of such a  company may  not reflect  its
financial  position or results of operations in  the way they would be reflected
had such financial statements  been prepared in  accordance with U.S.  generally
accepted  accounting principles. Most of the  foreign securities held by a Theme
Portfolio will  not be  registered with  the SEC  or regulators  of any  foreign
country,  nor  will  the  issuers  thereof be  subject  to  the  SEC's reporting
requirements. Thus, there  will be  less available  information concerning  most
foreign  issuers  of securities  held  by a  Theme  Portfolio than  is available
concerning U.S.  issuers. In  instances  where the  financial statements  of  an
issuer  are  not deemed  to reflect  accurately the  financial situation  of the
issuer, the Sub-adviser  will take  appropriate steps to  evaluate the  proposed
investment,  which may include on-site inspection of the issuer, interviews with
its  management   and  consultations   with  accountants,   bankers  and   other
specialists.  There is  substantially less publicly  available information about
foreign companies  than  there are  reports  and ratings  published  about  U.S.
companies  and the  U.S. government.  In addition,  where public  information is
available, it may be less reliable than such information
 
                  Statement of Additional Information Page 15
<PAGE>
                             AIM GLOBAL THEME FUNDS
regarding U.S.  issuers.  Issuers of  securities  in foreign  jurisdictions  are
generally  not subject to the same degree of regulation as are U.S. issuers with
respect to such matters as restrictions on market manipulation, insider  trading
rules, shareholder proxy requirements and timely disclosure of information.
 
    CURRENCY   FLUCTUATIONS.   Because  each   Theme  Portfolio,   under  normal
circumstances, will invest  a substantial  portion of  its total  assets in  the
securities  of foreign issuers which are  denominated in foreign currencies, the
strength or weakness  of the U.S.  dollar against such  foreign currencies  will
account for part of a Theme Portfolio's investment performance. A decline in the
value of any particular currency against the U.S. dollar will cause a decline in
the  U.S. dollar value of that Theme Portfolio's holdings of securities and cash
denominated in such currency  and, therefore, will cause  an overall decline  in
the appropriate Fund's net asset value and any net investment income and capital
gains  derived  from  such  securities  to be  distributed  in  U.S.  dollars to
shareholders of that Fund. Moreover, if  the value of the foreign currencies  in
which  a Theme Portfolio receives  its income falls relative  to the U.S. dollar
between receipt of the income and  the making of Theme Portfolio  distributions,
the  Theme Portfolio may  be required to  liquidate securities in  order to make
distributions if the Theme  Portfolio has insufficient cash  in U.S. dollars  to
meet distribution requirements.
 
   
The  rate of exchange between the U.S. dollar and other currencies is determined
by several factors, including the  supply and demand for particular  currencies,
central  bank efforts to support particular currencies, the relative movement of
interest rates and the pace of business activity in the other countries and  the
United  States, and other economic and  financial conditions affecting the world
economy.
    
 
Although each Theme Portfolio values its assets daily in terms of U.S.  dollars,
the  Portfolios do  not intend to  convert their holdings  of foreign currencies
into U.S. dollars  on a daily  basis. Each Portfolio  will do so,  from time  to
time,  and  investors  should be  aware  of  the costs  of  currency conversion.
Although foreign exchange dealers  do not charge a  fee for conversion, they  do
realize  a profit based on the difference ("spread") between the prices at which
they buy and sell various currencies. Thus, a dealer may offer to sell a foreign
currency to a Portfolio at  one rate, while offering  a lesser rate of  exchange
should a Portfolio desire to sell that currency to the dealer.
 
    ADVERSE  MARKET CHARACTERISTICS. Securities  of many foreign  issuers may be
less liquid and their  prices more volatile than  securities of comparable  U.S.
issuers.  In  addition, foreign  securities  markets and  brokers  generally are
subject to  less governmental  supervision  and regulation  than in  the  United
States,  and  foreign  securities  transactions  usually  are  subject  to fixed
commissions, which  generally are  higher than  negotiated commissions  on  U.S.
transactions.  In addition,  foreign securities  transactions may  be subject to
difficulties associated  with the  settlement of  such transactions.  Delays  in
settlement  could result in  temporary periods when assets  of a Theme Portfolio
are uninvested  and  no return  is  earned thereon.  The  inability of  a  Theme
Portfolio  to make intended security purchases  due to settlement problems could
cause  that  Theme  Portfolio  to  miss  attractive  investment   opportunities.
Inability  to dispose of a portfolio  security due to settlement problems either
could result in  losses to that  Theme Portfolio due  to subsequent declines  in
value  of the portfolio security or, if  that Theme Portfolio has entered into a
contract to  sell  the security,  could  result  in possible  liability  to  the
purchaser.  The Sub-adviser will consider such difficulties when determining the
allocation of  a Theme  Portfolio's assets,  although the  Sub-adviser does  not
believe  that such difficulties will  have a material adverse  effect on a Theme
Portfolio's portfolio trading activities.
 
Each Theme Portfolio  may use  foreign custodians,  which may  involve risks  in
addition  to those  related to  its use of  U.S. custodians.  Such risks include
uncertainties relating  to determining  and monitoring  the foreign  custodian's
financial  strength, reputation and standing; maintaining appropriate safeguards
concerning that  Theme Portfolio's  investments;  and possible  difficulties  in
obtaining and enforcing judgments against such custodians.
 
   
    WITHHOLDING TAXES. Each Theme Portfolio's net investment income from foreign
issuers  may be  subject to withholding  taxes by the  foreign issuer's country,
thereby reducing that income or delaying the receipt of income when those  taxes
may be recaptured. See "Taxes."
    
 
    CONCENTRATION. To the extent a Theme Portfolio invests a significant portion
of its assets in securities of issuers located in a particular country or region
of  the world, such Portfolio may be subject to greater risks and may experience
greater volatility than a fund that is more broadly diversified geographically.
 
    SPECIAL CONSIDERATIONS AFFECTING WESTERN  EUROPEAN COUNTRIES. The  countries
that  are members of the European Economic Community ("Common Market") (Belgium,
Denmark, France,  Germany,  Greece,  Ireland,  Italy,  Luxembourg,  Netherlands,
Portugal,  Spain, and the United Kingdom)  eliminated certain import tariffs and
quotas and  other trade  barriers with  respect  to one  another over  the  past
several  years. The Sub-adviser  believes that this  deregulation should improve
the prospects  for economic  growth in  many Western  European countries.  Among
other  things, the deregulation could enable  companies domiciled in one country
to avail  themselves  of lower  labor  costs  existing in  other  countries.  In
addition,  this deregulation could benefit companies domiciled in one country by
opening additional markets for their goods and
 
                  Statement of Additional Information Page 16
<PAGE>
                             AIM GLOBAL THEME FUNDS
services in other countries. Since, however, it is not clear what the exact form
or effect of these Common Market reforms will be on business in Western  Europe,
it  is impossible to predict the long-term impact of the implementation of these
programs on the securities owned by a Theme Portfolio.
 
    SPECIAL CONSIDERATIONS  AFFECTING  RUSSIA AND  EASTERN  EUROPEAN  COUNTRIES.
Investing  in Russia  and Eastern European  countries involves a  high degree of
risk and special considerations not  typically associated with investing in  the
United  States securities markets, and  should be considered highly speculative.
Such risks include: (1)  delays in settling portfolio  transactions and risk  of
loss  arising out of the system of  share registration and custody; (2) the risk
that it may be impossible  or more difficult than  in other countries to  obtain
and/or  enforce a  judgement; (3) pervasiveness  of corruption and  crime in the
economic system; (4) currency exchange rate volatility and the lack of available
currency hedging instruments; (5) higher rates of inflation (including the  risk
of   social  unrest  associated  with   periods  of  hyper-inflation)  and  high
unemployment; (6) controls on foreign investment and local practices disfavoring
foreign investors and limitations on  repatriation of invested capital,  profits
and  dividends, and on  a fund's ability  to exchange local  currencies for U.S.
dollars; (7) political instability and social unrest and violence; (8) the  risk
that  the governments of Russia and Eastern European countries may decide not to
continue to support the economic reform programs implemented recently and  could
follow  radically different political and/or  economic policies to the detriment
of investors,  including non-market-oriented  policies such  as the  support  of
certain  industries at the expense of other sectors or investors, or a return to
the centrally planned economy that existed  when such countries had a  communist
form of government; (9) the financial condition of companies in these countries,
including large amounts of inter-company debt which may create a payments crisis
on a national scale; (10) dependency on exports and the corresponding importance
of  international trade; (11)  the risk that  the tax system  in these countries
will not  be reformed  to prevent  inconsistent, retroactive  and/or  exorbitant
taxation; and (12) the underdeveloped nature of the securities markets.
 
    SPECIAL CONSIDERATIONS AFFECTING JAPAN. Japan's economic growth has declined
significantly  since 1990. The general government position has deteriorated as a
result of weakening economic  growth and stimulative  measures taken to  support
economic  activity and to  restore financial stability.  Although the decline in
interest  rates  and  fiscal  stimulation   packages  have  helped  to   contain
recessionary  forces, uncertainties remain. Japan is also heavily dependent upon
international trade, so its  economy is especially  sensitive to trade  barriers
and  disputes.  Japan has  had difficult  relations  with its  trading partners,
particularly the United States, where the trade imbalance is the greatest. It is
possible that  trade sanctions  and other  protectionist measures  could  impact
Japan adversely in both the short and the long term.
 
The  common  stocks  of many  Japanese  companies trade  at  high price-earnings
ratios. Differences  in accounting  methods  make it  difficult to  compare  the
earnings  of  Japanese companies  with those  of  companies in  other countries,
especially in the  U.S. In  general, however, reported  net income  in Japan  is
understated  relative to  U.S. accounting standards  and this is  one reason why
price-earnings  ratios  of  the  stocks   of  Japanese  companies  have   tended
historically  to be  higher than  those for  U.S. stocks.  In addition, Japanese
companies have  tended to  have  higher growth  rates  than U.S.  companies  and
Japanese  interest rates  have generally  been lower than  in the  U.S., both of
which factors tend to result in  lower discount rates and higher  price-earnings
ratios in Japan than in the U.S.
 
The  Japanese securities  markets are  less regulated  than those  in the United
States. Evidence has emerged from time to time of distortion of market prices to
serve political or other purposes.  Shareholders' rights are not always  equally
enforced.  In addition, Japan's banking  industry is undergoing problems related
to bad loans and declining values in real estate.
 
    SPECIAL CONSIDERATIONS AFFECTING  PACIFIC REGION COUNTRIES.  Certain of  the
risks  associated with international investments  are heightened for investments
in Pacific region  countries. For  example, some  of the  currencies of  Pacific
region  countries  have experienced  steady  devaluations relative  to  the U.S.
dollar, and major  adjustments have been  made periodically in  certain of  such
currencies. Certain countries, such as India, face serious exchange constraints.
Jurisdictional  disputes  also exist  between South  Korea  and North  Korea. In
addition, the  Theme Portfolios  may  invest in  Hong  Kong, which  reverted  to
Chinese  Administration on July 1, 1997. Investments in Hong Kong may be subject
to expropriation, national,  nationalization or  confiscation, in  which case  a
Theme  Portfolio could lose its entire investment in Hong Kong. In addition, the
reversion of Hong Kong also  presents a risk that the  Hong Kong dollar will  be
devalued  and a  risk of  possible loss  of investor  confidence in  Hong Kong's
currency, stock market and assets.
 
    SPECIAL  CONSIDERATIONS  AFFECTING  LATIN  AMERICAN  COUNTRIES.  Most  Latin
American  countries have experienced substantial,  and in some periods extremely
high, rates of  inflation for many  years. Inflation and  rapid fluctuations  in
inflation  rates have had and may continue  to have very negative effects on the
economies and securities  markets of certain  Latin American countries.  Certain
Latin  American countries are also among the largest debtors to commercial banks
and foreign governments. At times certain Latin American countries have declared
moratoria on the payment of principal
 
                  Statement of Additional Information Page 17
<PAGE>
                             AIM GLOBAL THEME FUNDS
and/or interest on external debt. In addition, certain Latin American securities
markets have experienced high volatility in recent years.
 
Latin American countries may  also close certain sectors  of their economies  to
equity  investments  by foreigners.  Further due  to  the absence  of securities
markets and  publicly  owned corporations  and  due to  restrictions  on  direct
investment  by foreign entities,  investments may only be  made in certain Latin
American  countries  solely   or  primarily   through  governmentally   approved
investment vehicles or companies.
 
Certain Latin American countries may have managed currencies that are maintained
at  artificial levels to the U.S. dollar rather than at levels determined by the
market. This type  of system can  lead to  sudden and large  adjustments in  the
currency  which, in turn, can  have a disruptive and  negative effect on foreign
investors. For example, in late  1994, the value of  the Mexican peso lost  more
than one-third of its value relative to the U.S. dollar.
 
    SPECIAL   CONSIDERATIONS  AFFECTING  EMERGING   MARKETS.  Investing  in  the
securities of companies in emerging markets may entail special risks relating to
potential political and  economic instability  and the  risks of  expropriation,
nationalization,  confiscation  or  the imposition  of  restrictions  on foreign
investment, convertibility of currencies into  U.S. dollars and on  repatriation
of  capital invested.  In the  event of  such expropriation,  nationalization or
other confiscation  by any  country, a  Theme Portfolio  could lose  its  entire
investment in any such country.
 
Emerging  securities  markets are  substantially  smaller, less  developed, less
liquid and more volatile than the major securities markets. The limited size  of
emerging securities markets and limited trading value in issuers compared to the
volume  of  trading in  U.S. securities  could  cause prices  to be  erratic for
reasons apart  from factors  that  affect the  quality  of the  securities.  For
example, limited market size may cause prices to be unduly influenced by traders
who  control  large  positions. Adverse  publicity  and  investors' perceptions,
whether or  not  based on  fundamental  analysis,  may decrease  the  value  and
liquidity  of portfolio  securities, especially  in these  markets. In addition,
securities traded in certain emerging markets may be subject to risks due to the
inexperience of financial intermediaries, a lack of modern technology, the  lack
of  a sufficient capital base to expand business operations, and the possibility
of permanent or temporary termination of trading.
 
Settlement mechanisms in emerging securities  markets may be less efficient  and
reliable  than in more developed markets.  In such emerging securities there may
be share registration and delivery delays or failures.
 
Many emerging market countries have experienced substantial, and in some periods
extremely  high,  rates  of  inflation  for  many  years.  Inflation  and  rapid
fluctuations in inflation rates and corresponding currency devaluations have had
and  may  continue to  have  negative effects  on  the economies  and securities
markets of certain emerging market countries.
 
                  Statement of Additional Information Page 18
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                             INVESTMENT LIMITATIONS
 
- --------------------------------------------------------------------------------
 
FEEDER FUNDS
   
The Financial Services  Fund, Infrastructure Fund,  Resources Fund and  Consumer
Products  and Services Fund each has the following fundamental investment policy
to enable  it to  invest  in the  Financial Services  Portfolio,  Infrastructure
Portfolio,  Resources Portfolio  and Consumer  Products and  Services Portfolio,
respectively:
    
 
Notwithstanding any other investment policy of the Fund, the Fund may invest all
of  its  investable  assets  (cash,   securities  and  receivables  related   to
securities)  in an  open-end management investment  company having substantially
the same investment objective, policies and limitations as the Fund.
 
   
All other fundamental  investment policies, and  the non-fundamental  investment
policies,  of each  Feeder Fund and  its corresponding  Portfolio are identical.
Therefore, although  the following  discusses the  investment policies  of  each
Portfolio  and its Board of Trustees, it applies equally to each Feeder Fund and
its Board of Directors.
    
 
Each Portfolio has adopted the  following investment limitations as  fundamental
policies  that (unless otherwise  noted) may not be  changed without approval by
the affirmative  vote  of the  lesser  of (i)  67%  of that  Portfolio's  voting
securities  represented at a meeting  at which more than  50% of its outstanding
voting securities are  represented, or  (ii) more  than 50%  of its  outstanding
voting  securities. Whenever a Feeder  Fund is requested to  vote on a change in
the investment limitations of its corresponding Portfolio, the Fund will hold  a
meeting  of  its shareholders  and  will cast  its  votes as  instructed  by its
shareholders.
 
No Portfolio may:
 
        (1) Purchase or sell real estate, except that investments in  securities
    of  issuers that  invest in real  estate and  investments in mortgage-backed
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the  Portfolio  may  exercise  rights  under  agreements  relating  to  such
    securities, including the right  to enforce security  interests and to  hold
    real  estate acquired by  reason of such enforcement  until that real estate
    can be liquidated in an orderly manner;
 
        (2) Purchase  or  sell  physical  commodities,  but  the  Portfolio  may
    purchase, sell or enter into financial options and futures, forward and spot
    currency  contracts,  swap  transactions and  other  financial  contracts or
    derivative instruments;
 
        (3) Engage in the business of underwriting securities of other  issuers,
    except  to the extent that the  Portfolio might be considered an underwriter
    under the  federal securities  laws in  connection with  its disposition  of
    portfolio securities;
 
        (4)  Make loans, except through loans of portfolio securities or through
    repurchase agreements, provided  that for purposes  of this limitation,  the
    acquisition  of bonds, debentures, other  debt securities or instruments, or
    participations or  other interests  therein  and investments  in  government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan;
 
        (5)  Issue senior securities or borrow  money, except as permitted under
    the 1940 Act  and then not  in excess of  33 1/3% of  the Portfolio's  total
    assets  (including the  amount borrowed but  reduced by  any liabilities not
    constituting borrowings)  at the  time  of the  borrowing, except  that  the
    Portfolio  may  borrow up  to  an additional  5%  of its  total  assets (not
    including the amount borrowed) for temporary or emergency purposes; or
 
        (6) Purchase securities of any one issuer if, as a result, more than  5%
    of  the Portfolio's  total assets  would be  invested in  securities of that
    issuer or the Portfolio would own or  hold more than 10% of the  outstanding
    voting  securities of that issuer, except that  up to 25% of the Portfolio's
    total assets may be invested without  regard to this limitation, and  except
    that  this limitation does  not apply to securities  issued or guaranteed by
    the U.S.  government, its  agencies or  instrumentalities or  to  securities
    issued by other investment companies.
 
The following investment policies of each Portfolio are not fundamental policies
and  may  be  changed by  vote  of  the Portfolios'  Board  of  Trustees without
shareholder approval. No Portfolio may:
 
        (1) Invest in securities of an issuer if the investment would cause  the
    Portfolio to own more than 10% of any class of securities of any one issuer;
 
                  Statement of Additional Information Page 19
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
        (2)  Invest  in  companies  for the  purpose  of  exercising  control or
    management;
 
        (3) Invest  more than  15% of  its net  assets in  illiquid  securities,
    including securities that are illiquid by virtue of the absence of a readily
    available market;
 
        (4)  Enter into a futures contract, an  option on a futures contract, or
    an option on foreign currency traded  on a CFTC-regulated exchange, in  each
    case  other than for BONA FIDE hedging purposes (as defined by the CFTC), if
    the aggregate initial margin and premiums required to establish all of those
    positions (excluding the amount by which options are "in-the-money") exceeds
    5% of the liquidation value of the Portfolio's portfolio, after taking  into
    account  unrealized  profits  and  unrealized losses  on  any  contracts the
    Portfolio has entered into;
 
   
        (5) Borrow money except for temporary or emergency purposes (other  than
    to  meet redemptions). While  borrowings exceed 5%  of the Portfolio's total
    assets, the Portfolio will not make any additional investments;
    
 
        (6) Invest  more  than  10% of  its  total  assets in  shares  of  other
    investment  companies and may not invest more than 5% of its total assets in
    any one investment company or acquire more than 3% of the outstanding voting
    securities of any one investment company;
 
        (7) Purchase  securities on  margin, provided  that each  Portfolio  may
    obtain short-term credits as may be necessary for the clearance of purchases
    and  sales of securities,  and further provided that  the Portfolio may make
    margin deposits in connection with its use of financial options and futures,
    forward and spot currency contracts,  swap transactions and other  financial
    contracts or derivative instruments; or
 
        (8)  Mortgage, pledge, or  hypothecate any of  its assets, provided that
    this shall not apply  to the transfer of  securities in connection with  any
    permissible  borrowing  or  to collateral  arrangements  in  connection with
    permissible activities.
 
Investors should refer to the Prospectus for further information with respect to
the investment objective of each Feeder  Fund, which may not be changed  without
the  approval of Fund shareholders, and its corresponding Portfolio's investment
objective, which may be  changed without the approval  of its shareholders,  and
other  investment policies, techniques and limitations,  which may or may not be
changed without shareholder approval.
 
HEALTH CARE FUND
The Health  Care  Fund  has  adopted the  following  investment  limitations  as
fundamental  policies, which (unless otherwise noted) may not be changed without
approval by  the  affirmative vote  of  the lesser  of  (i) 67%  of  its  shares
represented  at a meeting at  which more than 50%  of the outstanding shares are
represented, or (ii) more than 50% of the outstanding shares.
 
The Health Care Fund may not:
 
        (1) Purchase or sell real estate, except that investments in  securities
    of  issuers that  invest in real  estate and  investments in mortgage-backed
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the  Health Care Fund may exercise  rights under agreements relating to such
    securities, including the right  to enforce security  interests and to  hold
    real  estate acquired by  reason of such enforcement  until that real estate
    can be liquidated in an orderly manner;
 
        (2) Engage in the business of underwriting securities of other  issuers,
    except  to  the extent  that the  Health  Care Fund  might be  considered an
    underwriter under  the  federal  securities  laws  in  connection  with  its
    disposition of portfolio securities;
 
        (3)  Make loans, except through loans of portfolio securities or through
    repurchase agreements, provided  that for purposes  of this limitation,  the
    acquisition  of bonds, debentures, other  debt securities or instruments, or
    participations or  other interests  therein  and investments  in  government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan;
 
        (4)  Purchase or sell physical commodities, but the Health Care Fund may
    purchase, sell or enter into financial options and futures, forward and spot
    currency contracts,  swap  transactions  and other  financial  contracts  or
    derivative instruments;
 
        (5)  Issue senior securities or borrow  money, except as permitted under
    the 1940 Act and  then not in excess  of 33 1/3% of  the Health Care  Fund's
    total  assets (including the amount borrowed  but reduced by any liabilities
    not constituting borrowings) at the time  of the borrowing, except that  the
    Health  Care Fund may borrow up to an additional 5% of its total assets (not
    including the amount borrowed) for temporary or emergency purposes; or
 
        (6) Purchase securities of any one issuer if, as a result, more than  5%
    of  the Health Care Fund's  total assets would be  invested in securities of
    that issuer or the Health Care Fund would  own or hold more than 10% of  the
    outstanding
 
                  Statement of Additional Information Page 20
<PAGE>
                             AIM GLOBAL THEME FUNDS
    voting  securities of that issuer, except that  up to 25% of the Health Care
    Fund's total assets may be invested  without regard to this limitation,  and
    except  that  this  limitation  does  not  apply  to  securities  issued  or
    guaranteed by the U.S. government,  its agencies or instrumentalities or  to
    securities issued by other investment companies.
 
Notwithstanding  any other investment policy of the Health Care Fund, the Health
Care Fund  may  invest  all  of its  investable  assets  (cash,  securities  and
receivables  related to securities) in an open-end management investment company
having substantially the same investment objective, policies and limitations  as
the Fund.
 
   
The  following investment policies  of the Health Care  Fund are not fundamental
policies and may be changed by vote of the Health Care Fund's Board of Directors
without shareholder approval. The Health Care Fund will not:
    
 
        (1) Purchase securities for which there is no readily available  market,
    or  enter into repurchase  agreements or purchase  time deposits maturing in
    more than seven days, or  purchase OTC options or  hold assets set aside  to
    cover  OTC options written by the Health Care Fund, if immediately after and
    as a result, the  value of such securities  would exceed, in the  aggregate,
    15% of the Health Care Fund's net assets;
 
        (2)  Purchase securities on  margin, provided that  the Health Care Fund
    may obtain  short-term credits  as may  be necessary  for the  clearance  of
    purchases and sales of securities, and further provided that the Health Care
    Fund  may  make margin  deposits  in connection  with  its use  of financial
    options and futures, forward and spot currency contracts, swap  transactions
    and other financial contracts or derivative instruments; or
 
   
        (3)  Mortgage, pledge, or  hypothecate any of  its assets, provided that
    this shall not apply  to the transfer of  securities in connection with  any
    permissible  borrowing  or  to collateral  arrangements  in  connection with
    permissible activities; or
    
 
   
        (4) Borrow money except for temporary or emergency purposes (other  than
    to  meet redemptions). While borrowings exceed  5% of the Health Care Fund's
    total assets, it will not make any additional investments.
    
 
Investors should refer to the Prospectus for further information with respect to
the Health Care Fund's  investment objective, which may  not be changed  without
the  approval of its shareholders, and other investment policies, techniques and
limitations, which may be changed without shareholder approval.
 
TELECOMMUNICATIONS FUND
The Telecommunications Fund has adopted the following investment limitations  as
fundamental  policies, which (unless otherwise noted) may not be changed without
approval by  the  affirmative vote  of  the lesser  of  (i) 67%  of  its  shares
represented  at a meeting at  which more than 50%  of the outstanding shares are
represented, or (ii) more than 50% of the outstanding shares.
 
The Telecommunications Fund may not:
 
        (1) Purchase or sell real estate, except that investments in  securities
    of  issuers that  invest in real  estate and  investments in mortgage-backed
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the Telecommunications Fund may exercise rights under agreements relating to
    such  securities, including the  right to enforce  security interests and to
    hold real estate  acquired by  reason of  such enforcement  until that  real
    estate can be liquidated in an orderly manner;
 
        (2)  Purchase or  sell physical commodities,  but the Telecommunications
    Fund may purchase, sell or enter into financial options and futures, forward
    and spot currency contracts, swap transactions and other financial contracts
    or derivative instruments;
 
        (3) Engage in the business of underwriting securities of other  issuers,
    except to the extent that the Telecommunications Fund might be considered an
    underwriter  under  the  federal  securities  laws  in  connection  with its
    disposition of portfolio securities;
 
        (4) Make loans, except through loans of portfolio securities or  through
    repurchase  agreements, provided that  for purposes of  this limitation, the
    acquisition of bonds, debentures, other  debt securities or instruments,  or
    participations  or  other interests  therein  and investments  in government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan;
 
        (5) Issue senior securities or  borrow money, except as permitted  under
    the  1940 Act and  then not in  excess of 33  1/3% of the Telecommunications
    Fund's total  assets  (including the  amount  borrowed but  reduced  by  any
    liabilities  not  constituting borrowings)  at  the time  of  the borrowing,
    except that the Telecommunications Fund may borrow up to an additional 5% of
    its total  assets  (not including  the  amount borrowed)  for  temporary  or
    emergency purposes; or
 
        (6)  Purchase securities of any one issuer if, as a result, more than 5%
    of  the  Telecommunications  Fund's  total  assets  would  be  invested   in
    securities  of that issuer or the  Telecommunications Fund would own or hold
    more than
 
                  Statement of Additional Information Page 21
<PAGE>
                             AIM GLOBAL THEME FUNDS
    10% of the outstanding voting securities  of that issuer, except that up  to
    25%  of the Telecommunications  Fund's total assets  may be invested without
    regard to this limitation, and except that this limitation does not apply to
    securities issued  or guaranteed  by the  U.S. government,  its agencies  or
    instrumentalities or to securities issued by other investment companies.
 
Notwithstanding  any other investment policy of the Telecommunications Fund, the
Telecommunications  Fund  may  invest  all  of  its  investable  assets   (cash,
securities  and  receivables related  to securities)  in an  open-end management
investment company having substantially the same investment objective,  policies
and limitations as the Fund.
 
   
The  following  investment  policies  of  the  Telecommunications  Fund  are not
fundamental policies  and may  be changed  by  vote of  the Company's  Board  of
Directors without shareholder approval. The Telecommunications Fund may not:
    
 
        (1)  Invest in securities of an issuer if the investment would cause the
    Telecommunications Fund to own more than  10% of any class of securities  of
    any one issuer;
 
        (2)  Invest  in  companies  for the  purpose  of  exercising  control or
    management;
 
        (3) Invest  more than  15% of  its net  assets in  illiquid  securities,
    including securities that are illiquid by virtue of the absence of a readily
    available market;
 
        (4)  Enter into a futures contract, an  option on a futures contract, or
    an option on foreign currency traded  on a CFTC-regulated exchange, in  each
    case  other than for BONA FIDE hedging purposes (as defined by the CFTC), if
    the aggregate initial margin and premiums required to establish all of those
    positions (excluding the amount by which options are "in-the-money") exceeds
    5% of  the liquidation  value of  the Fund's  portfolio, after  taking  into
    account  unrealized profits and unrealized losses  on any contracts the Fund
    has entered into;
 
   
        (5) Borrow money except for temporary or emergency purposes (other  than
    to  meet redemptions). While borrowings  exceed 5% of the Telecommunications
    Fund's total assets, it will not make any additional investments;
    
 
        (6) Purchase securities on margin, provided that the  Telecommunications
    Fund  may obtain short-term credits as may be necessary for the clearance of
    purchases  and  sales   of  securities,  and   further  provided  that   the
    Telecommunications  Fund may make margin deposits in connection with its use
    of financial options and futures, forward and spot currency contracts,  swap
    transactions and other financial contracts or derivative instruments; or
 
        (7)  Mortgage, pledge, or  hypothecate any of  its assets, provided that
    this shall not apply  to the transfer of  securities in connection with  any
    permissible  borrowing  or  to collateral  arrangements  in  connection with
    permissible activities.
 
Investors should refer to the Prospectus for further information with respect to
the Telecommunications Fund's  investment objective,  which may  not be  changed
without  the approval of shareholders, and other investment policies, techniques
and limitations, which may be changed without shareholder approval.
 
If a  percentage  restriction on  investment  or  utilization of  assets  in  an
investment  policy or  restriction is  adhered to at  the time  an investment is
made, a later change in percentage ownership of a security or kind of securities
resulting from changing market  values or a  similar type of  event will not  be
considered  a  violation  of  a Fund's  or  Portfolio's  investment  policies or
restrictions. A Fund or Portfolio  may exchange securities, exercise  conversion
or  subscription rights,  warrants or other  rights to purchase  common stock or
other equity securities and may hold, except  to the extent limited by the  1940
Act, any such securities so acquired without regard to the Fund's or Portfolio's
investment  policies and  restrictions. The original  cost of  the securities so
acquired will  be  included in  any  subsequent  determination of  a  Fund's  or
Portfolio's  compliance with  the investment percentage  limitations referred to
above and in the Prospectus.
 
                  Statement of Additional Information Page 22
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                             EXECUTION OF PORTFOLIO
                                  TRANSACTIONS
 
- --------------------------------------------------------------------------------
 
   
Subject to policies  established by  the Company's  Board of  Directors and  the
Portfolios'  Board of Trustees, the Sub-adviser is responsible for the execution
of  each  Theme  Portfolio's  securities  transactions  and  the  selection   of
broker/dealers  who execute such transactions on behalf of each Theme Portfolio.
In executing transactions, the Sub-adviser seeks  the best net results for  each
Theme  Portfolio, taking into  account such factors as  the price (including the
applicable brokerage commission or dealer spread), size of the order, difficulty
of execution  and operational  facilities  of the  firm involved.  Although  the
Sub-adviser generally seeks reasonably competitive commission rates and spreads,
payment  of the lowest  commission or spread is  not necessarily consistent with
the best  net results.  While each  Theme Portfolio  may engage  in soft  dollar
arrangements  for research services, as described below, it has no obligation to
deal with  any broker/dealer  or group  of broker/dealers  in the  execution  of
portfolio transactions.
    
 
Consistent  with  the interests  of each  Theme  Portfolio, the  Sub-adviser may
select broker/dealers to execute that Theme Portfolio's portfolio transaction on
the basis of the research and brokerage services they provide to the Sub-adviser
for its use in  managing that Theme Portfolio  and its other advisory  accounts.
Such   services  may  include  furnishing   analyses,  reports  and  information
concerning issuers, industries, securities, geographic regions, economic factors
and trends,  portfolio  strategy, and  performance  of accounts;  and  effecting
securities  transactions and  performing functions  incidental thereto  (such as
clearance and settlement).  Research and brokerage  services received from  such
broker  are in  addition to,  and not in  lieu of,  the services  required to be
performed by  the Sub-adviser  under the  applicable investment  management  and
administration  contract. A  commission paid to  such broker may  be higher than
that which another qualified  broker would have charged  for effecting the  same
transaction,  provided that the  Sub-adviser determines in  good faith that such
commission is reasonable in terms either  of that particular transaction or  the
overall  responsibility of the Sub-adviser to  the Theme Portfolio and its other
clients and that  the total  commissions paid by  that Theme  Portfolio will  be
reasonable  in relation to the benefits it received over the long term. Research
services may also be received from dealers who execute portfolio transactions in
OTC markets.
 
The Sub-adviser may allocate brokerage  transactions to broker/dealers who  have
entered  into arrangements under which the  broker/dealer allocates a portion of
the commissions paid by a Theme  Portfolio toward payment of its expenses,  such
as custodian fees.
 
Investment  decisions for  a Theme Portfolio  and for  other investment accounts
managed by the  Sub-adviser are  made independently of  each other  in light  of
differing  conditions. However, the same investment decision occasionally may be
made for two  or more of  such accounts,  including a Theme  Portfolio. In  such
cases,  simultaneous  transactions  may  occur.  Purchases  or  sales  are  then
allocated as to price  or amount in  a manner deemed fair  and equitable to  all
accounts  involved. While in  some cases this practice  could have a detrimental
effect upon the price or  value of the security as  far as a Theme Portfolio  is
concerned,  in other  cases the Sub-adviser  believes that  coordination and the
ability to participate in volume transactions  will be beneficial to that  Theme
Portfolio.
 
   
Under  a policy adopted by the Company's  Board of Directors and the Portfolios'
Board of Trustees, and subject to the policy of obtaining the best net  results,
the  Sub-adviser may consider a broker/dealer's sale  of the shares of the Theme
Funds and  the other  portfolios for  which  AIM or  the Sub-adviser  serves  as
investment   manager  or  administrator  in  selecting  broker/dealers  for  the
execution of portfolio transactions. This policy does not imply a commitment  to
execute  portfolio transactions through  all broker/dealers that  sell shares of
the Theme Funds and such other portfolios.
    
 
Each Theme Portfolio contemplates purchasing  most foreign equity securities  in
OTC  markets or stock exchanges located in the countries in which the respective
principal offices of the issuers of the various securities are located, if  that
is the best available market. The fixed commissions paid in connection with most
such foreign stock transactions generally are higher than negotiated commissions
on  U.S.  transactions.  There  generally  is  less  government  supervision and
regulation of foreign  stock exchanges and  brokers than in  the United  States.
Foreign  security settlements  may in  some instances  be subject  to delays and
related administrative uncertainties.
 
Foreign equity securities may be held by a Theme Portfolio in the form of  ADRs,
ADSs, EDRs, CDRs or securities convertible into foreign equity securities. ADRs,
ADSs,  EDRs  and  CDRs  may be  listed  on  stock exchanges,  or  traded  in the
 
                  Statement of Additional Information Page 23
<PAGE>
                             AIM GLOBAL THEME FUNDS
OTC markets in the United States or Europe, as the case may be. ADRs, like other
securities traded in the United States, will be subject to negotiated commission
rates. The foreign and domestic debt securities and money market instruments  in
which a Theme Portfolio may invest are generally traded in the OTC markets.
 
   
A Theme Portfolio does not have any obligation to deal with any broker/dealer or
group  of broker/dealers in the execution of securities transactions. Each Theme
Portfolio contemplates that, consistent  with the policy  of obtaining the  best
net  results, brokerage transactions may  be conducted through certain companies
that are  affiliated  with  AIM  or the  Sub-adviser.  The  Company's  Board  of
Directors  or  the Portfolios'  Board of  Trustees,  as applicable,  has adopted
procedures in conformity with Rule 17e-1 under  the 1940 Act to ensure that  all
brokerage  commissions paid  to such affiliates  are reasonable and  fair in the
context of the market in which they are operating. Any such transactions will be
effected and related compensation  paid only in  accordance with applicable  SEC
regulations.
    
 
   
For the fiscal years ended October 31, 1997, 1996 and 1995, the Health Care Fund
paid  aggregate brokerage  commissions of  $1,150,118, $1,619,500  and $545,743,
respectively. For the fiscal  years ended October 31,  1997, 1996 and 1995,  the
Telecommunications  Fund  paid  aggregate brokerage  commissions  of $2,254,069,
$2,848,733 and $2,253,982, respectively. For the fiscal years ended October  31,
1997,  1996 and 1995, the Financial  Services Portfolio paid aggregate brokerage
commissions of $250,893, $77,822 and $38,814, respectively. For the fiscal years
ended October  31,  1997,  1996  and 1995,  the  Infrastructure  Portfolio  paid
aggregate   brokerage   commissions   of   $131,543,   $124,164   and  $122,399,
respectively. For the fiscal  years ended October 31,  1997, 1996 and 1995,  the
Resources Portfolio paid aggregate brokerage commissions of $1,281,212, $496,370
and $98,462, respectively. For the fiscal years ended October 31, 1997, 1996 and
for  the fiscal period December 30, 1994 (commencement of operations) to October
31, 1995, the Consumer Products and Services Portfolio paid aggregate  brokerage
commissions  of $1,454,348, $356,459  and $17,605, respectively.  For the fiscal
years ended October 31, 1997 and 1996, the Health Care Fund paid to LGT Bank  in
Liechtenstein  AG, an  "affiliated" broker,  aggregate brokerage  commissions of
$23,081 and  $32,898, respectively,  for  transactions involving  purchases  and
sales of portfolio securities which represented 2.01% and 2.03%, respectively of
the  total brokerage  commissions paid  by the  Health Care  Fund and  1.61% and
1.71%, respectively, of  the aggregate dollar  amount of transactions  involving
payment  of commissions by the  Health Care Fund. For  fiscal year ended October
31, 1997, the Telecommunications Fund paid to LGT Bank in Liechtenstein, AG,  an
"affiliated"   broker,   aggregate   brokerage  commissions   of   $220,584  for
transactions  involving  purchases  and  sales  of  portfolio  securities  which
represented  1.00% of the total brokerage commissions  paid by the Fund and .67%
of the aggregate dollar amount of transactions involving payment of  commissions
by the Fund.
    
 
PORTFOLIO TRADING AND TURNOVER
   
Although  each Theme Portfolio does not intend generally to trade for short-term
profits, the  securities held  by that  Theme Portfolio  will be  sold  whenever
management  believes it is appropriate to do so, without regard to the length of
time a  particular security  may  have been  held.  Portfolio turnover  rate  is
calculated  by dividing the lesser of sales or purchases of portfolio securities
by  each  Theme  Portfolio's   average  month-end  portfolio  value,   excluding
short-term  investments.  The portfolio  turnover rate  will  not be  a limiting
factor when  management deems  portfolio changes  appropriate. Higher  portfolio
turnover  involves  correspondingly  greater  brokerage  commissions  and  other
transaction costs that the Theme Portfolio will bear directly, and may result in
the realization of net capital gains  that are taxable when distributed to  each
Fund's  shareholders. For the fiscal years ended  October 31, 1996 and 1997, the
Telecommunications  Fund's   portfolio  turnover   rates  were   37%  and   35%,
respectively.  For the fiscal years ended October  31, 1996 and 1997, the Health
Care Fund's portfolio turnover rates were  157% and 149%, respectively. For  the
fiscal  years ended October 31, 1996 and  1997, the portfolio turnover rates for
the  Financial  Services  Portfolio,  Infrastructure  Portfolio  and   Resources
Portfolio  were 103% and 91%,  41% and 41%, and  94% and 321%, respectively. For
the fiscal years ended October 31,  1996 and 1997, the portfolio turnover  rates
for   the  Consumer  Products  and  Services   Portfolio  were  169%  and  392%,
respectively.
    
 
                  Statement of Additional Information Page 24
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                        DIRECTORS AND EXECUTIVE OFFICERS
    
 
- --------------------------------------------------------------------------------
 
   
The  Company's Directors and Executive Officers and the Portfolios' Trustees and
Executive Officers are listed below. The  term "Directors" as used below  refers
to the Company's Directors and the Portfolios' Trustees collectively.
    
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE                     PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                            EXPERIENCE FOR THE PAST 5 YEARS
- ---------------------------------------------  --------------------------------------------------------------------------------
<S>                                            <C>
William J. Guilfoyle*, 39                      Mr. Guilfoyle is President, GT Global, Inc. ("GT Global") since 1995; Director,
Director, Chairman of the Board and President  GT Global since 1991; Senior Vice President and Director of Sales and Marketing,
50 California Street                           GT Global from May 1992 to April 1995; Vice President and Director of Marketing,
San Francisco, CA 94111                        GT Global from 1987 to 1992; Director, Liechtenstein Global Trust AG (holding
                                               company of the various international LGT companies) Advisory Board since January
                                               1996; Director, G.T. Global Insurance Agency ("G.T. Insurance") since 1996;
                                               President and Chief Executive Officer, G.T. Insurance since 1995; Senior Vice
                                               President and Director, Sales and Marketing, G.T. Insurance from April 1995 to
                                               November 1995; Senior Vice President, Retail Marketing, G.T. Insurance from 1992
                                               to 1993. Mr. Guilfoyle is also a trustee of each of the other investment
                                               companies registered under the Investment Company Act of 1940, as amended (the
                                               "1940 Act"), that is sub-advised or sub-administered by the Sub-adviser.
 
C. Derek Anderson, 57                          Mr. Anderson is President, Plantagenet Capital Management, LLC (an investment
Director                                       partnership); Chief Executive Officer, Plantagenet Holdings, Ltd. (an investment
220 Sansome Street                             banking firm); Director, Anderson Capital Management, Inc. since 1988; Director,
Suite 400                                      PremiumWear, Inc. (formerly Munsingwear, Inc.) (a casual apparel company) and
San Francisco, CA 94104                        Director, "R" Homes, Inc. and various other companies. Mr. Anderson is also a
                                               trustee of each of the other investment companies registered under the 1940 Act
                                               that is sub-advised or sub-administered by the Sub-adviser.
 
Frank S. Bayley, 58                            Mr. Bayley is a partner of the law firm of Baker & McKenzie, and serves as a
Director                                       Director and Chairman of C.D. Stimson Company (a private investment company).
Two Embarcadero Center                         Mr. Bayley is also a trustee of each of the other investment companies
Suite 2400                                     registered under the 1940 Act that is sub-advised or sub- administered by the
San Francisco, CA 94111                        Sub-adviser.
 
Arthur C. Patterson, 54                        Mr. Patterson is Managing Partner of Accel Partners (a venture capital firm). He
Director                                       also serves as a director of Viasoft and PageMart, Inc. (both public software
428 University Avenue                          companies), as well as several other privately held software and communications
Palo Alto, CA 94301                            companies. Mr. Patterson is also a trustee of each of the other investment
                                               companies registered under the 1940 Act that is sub-advised or sub-administered
                                               by the Sub-adviser.
 
Ruth H. Quigley, 63                            Miss Quigley is a private investor. From 1984 to 1986, she was President of
Director                                       Quigley Friedlander & Co., Inc. (a financial advisory services firm). Miss
1055 California Street                         Quigley is also a trustee of each of the other investment companies registered
San Francisco, CA 94108                        under the 1940 Act that is sub-advised or sub-administered by the Sub-adviser.
</TABLE>
    
 
- --------------
*    Mr.  Guilfoyle is an "interested  person" of the Company  as defined by the
    1940 Act due to his affiliation with the Sub-adviser.
 
                  Statement of Additional Information Page 25
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE                     PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                            EXPERIENCE FOR THE PAST 5 YEARS
- ---------------------------------------------  --------------------------------------------------------------------------------
<S>                                            <C>
 
John J. Arthur+, 53                            Director, Senior Vice President and Treasurer, A I M Advisors, Inc.; Vice
Vice President                                 President and Treasurer, A I M Management Group Inc., A I M Capital Management,
                                               Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund Management
                                               Company.
 
Kenneth W. Chancey, 52                         Senior Vice President -- Mutual Fund Accounting, the Sub-adviser since 1997;
Vice President and Principal                   Vice President -- Mutual Fund Accounting, the Sub-adviser from 1992 to 1997.
Accounting Officer
50 California Street
San Francisco, CA 94111
 
Melville B. Cox, 54                            Vice President and Chief Compliance Officer, A I M Advisors, Inc., A I M Capital
Vice President                                 Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund
                                               Management Company.
 
Gary T. Crum, 50                               Director and President, A I M Capital Management, Inc.; Director and Senior Vice
Vice President                                 President, A I M Management Group Inc, and A I M Advisors, Inc.; and Director,
                                               A I M Distributors, Inc. and AMVESCAP PLC.
 
Robert H Graham, 51                            Director, President, and Chief Executive Officer, A I M Management Group Inc.;
Vice President                                 Director and President, A I M Advisors, Inc.; Director and Senior Vice
                                               President, A I M Capital Management, Inc., A I M Distributor, Inc., A I M Fund
                                               Services, Inc. and Fund Management Company; Director, AMVESCAP PLC; Chairman of
                                               the Board of Directors and President, INVESCO Holdings Canada Inc.; and
                                               Director, A I M Funds Group Canada Inc. and INVESCO G.P. Canada Inc.
 
Helge K. Lee, 52                               Chief Legal and Compliance Officer -- North America, the Sub-adviser since
Vice President                                 October 1997; Executive Vice President of the Asset Management Division of
50 California Street                           Liechtenstein Global Trust AG, since October 1996; Senior Vice President,
San Francisco, CA 94111                        General Counsel and Secretary of LGT Asset Management, Inc., INVESCO (NY), Inc.,
                                               GT Global, GT Global Investor Services, Inc. and G.T. Insurance from May 1994 to
                                               October 1996; Senior Vice President, General Counsel and Secretary of
                                               Strong/Corneliuson Management, Inc. and Secretary of each of the Strong Funds
                                               from October 1991 through May 1994.
 
Carol F. Relihan+, 43                          Director, Senior Vice President, General Counsel and Secretary, A I M Advisors,
Vice President                                 Inc.; Vice President, General Counsel and Secretary, A I M Management Group
                                               Inc.; Director, Vice President and General Counsel, Fund Management Company;
                                               Vice President and General Counsel, A I M Fund Services, Inc.; and Vice
                                               President, A I M Capital Management, Inc. and A I M Distributors, Inc.
 
Dana R. Sutton, 39                             Vice President and Fund Controller, A I M Advisors, Inc.; and Assistant Vice
Vice President and Assistant                   President and Assistant Treasurer, Fund Management Company.
Treasurer
</TABLE>
    
 
- ------------------
   
+   Mr. Arthur and Ms. Relihan are married to each other.
    
 
                  Statement of Additional Information Page 26
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
The Board of Directors has a  Nominating and Audit Committee, comprised of  Miss
Quigley  and Messrs.  Anderson, Bayley and  Patterson, which  is responsible for
nominating persons to serve  as Directors, reviewing audits  of the Company  and
its  funds  and  recommending firms  to  serve  as independent  auditors  of the
Company. Each of the Directors and Officers of the Company is also a Director or
Trustee and Officer of AIM Investment Portfolios, Inc., AIM Floating Rate  Fund,
AIM Series Trust, AIM Growth Series, AIM Eastern Europe Fund, GT Global Variable
Investment  Trust,  GT  Global  Variable  Investment  Series,  Global Investment
Portfolio (of which  the Portfolios are  subtrusts), Growth Portfolio,  Floating
Rate  Portfolio  and Global  High Income  Portfolio,  which also  are registered
investment companies advised  by AIM and  sub-advised by the  Sub-adviser or  an
affiliate  thereof.  Each Director,  Trustee and  Officer serves  in total  as a
Director,  Trustee  and  Officer,  respectively,  of  12  registered  investment
companies  with  47 series  managed or  administered by  AIM and  sub-advised or
sub-administered by  the  Sub-adviser. Each  Director  who is  not  a  director,
officer  or  employee  of the  Sub-adviser  or  any affiliated  company  is paid
aggregate fees of  $5,000 a year,  plus $300 per  Fund for each  meeting of  the
Board  attended, and reimbursed travel and other expenses incurred in connection
with attendance  at  such meetings.  Other  Directors and  Officers  receive  no
compensation  or expense  reimbursement from  the Company.  For the  fiscal year
ended October  31,  1997, Mr.  Anderson,  Mr.  Bayley, Mr.  Patterson  and  Miss
Quigley,  who are not directors, officers or employees of the Sub-adviser or any
affiliated company, received total compensation of $38,650, $38,650, $27,850 and
$38,650, respectively, from the Company for their services as Directors. For the
fiscal year ended October 31, 1997, Mr. Anderson, Mr. Bayley, Mr. Patterson  and
Miss Quigley, who are not directors, officers or employees of the Sub-adviser or
any other affiliated company, received total compensation of $117,304, $114,386,
$88,350  and $111,688,  respectively, from  the investment  companies managed or
administered by AIM and sub-advised  or sub-administered by the Sub-adviser  for
which  he or she serves as a Director or Trustee. Fees and expenses disbursed to
the Directors contained no accrued or payable pension or retirement benefits. As
of May 7, 1998, the Officers and  Directors and their families as a group  owned
in  the aggregate  beneficially or  of record  less than  1% of  the outstanding
shares of each Fund or of all the Company's series in the aggregate.
    
 
                  Statement of Additional Information Page 27
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
INVESTMENT  MANAGEMENT AND ADMINISTRATION SERVICES  RELATING TO THE FEEDER FUNDS
AND THE PORTFOLIOS
   
AIM serves as  each Portfolio's  investment manager and  administrator under  an
investment management and administration contract between each Portfolio and AIM
("Portfolio  Management Contract").  The Sub-adviser serves  as each Portfolio's
sub-adviser and sub-administrator  under a  Sub-Advisory and  Sub-Administration
Agreement  between AIM and the Sub-adviser ("Portfolio Management Sub-Contract,"
and together with the Portfolio  Management Contract, the "Portfolio  Management
Contracts").   AIM  serves  as  administrator  to  each  Feeder  Fund  under  an
administration contract between the Company and AIM ("Administration Contract").
The Sub-adviser  serves  as  sub-administrator  to  each  Feeder  Fund  under  a
sub-administration  contract  between AIM  and the  Sub-adviser ("Administration
Sub-Contract,"   and   together   with   the   Administration   Contract,    the
"Administration  Contracts"). The  Administration Contracts  will not  be deemed
advisory contracts, as defined  under the 1940 Act.  As investment managers  and
administrators,  AIM and the Sub-adviser make  all investment decisions for each
Portfolio and, as  administrators, administer each  Portfolio's and each  Feeder
Fund's affairs. Among other things, AIM and the Sub-adviser furnish the services
and  pay  the  compensation  and  travel expenses  of  persons  who  perform the
executive, administrative, clerical and bookkeeping functions of each  Portfolio
and  each Feeder Fund and provide  suitable office space, necessary small office
equipment and utilities.
    
 
The Portfolio Management Contracts  may be renewed with  respect to a  Portfolio
for  additional  one-year  terms,  provided  that  any  such  renewal  has  been
specifically approved at least annually by (i) the Portfolios' Board of Trustees
or the vote of a majority  of the Portfolio's outstanding voting securities  (as
defined  in the 1940 Act) and (ii) a majority of Trustees who are not parties to
the Portfolio Management Contracts or "interested persons" of any such party (as
defined in the 1940 Act),  cast in person at a  meeting called for the  specific
purpose  of voting on such approval.  The Portfolio Management Contracts provide
that with respect to  each Portfolio, and  the Administration Contracts  provide
that  with respect to  each Feeder Fund,  either the Company,  each Portfolio or
each of AIM or the Sub-adviser may terminate the Contracts without penalty  upon
sixty  days'  written  notice  to  the  other  party.  The  Portfolio Management
Contracts terminate automatically in the  event of their assignment (as  defined
in the 1940 Act).
 
INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES RELATING TO THE HEALTH CARE
FUND AND TELECOMMUNICATIONS FUND
AIM  serves as the investment manager and  administrator to the Health Care Fund
and Telecommunications Fund  under an Investment  Management and  Administration
Contract  ("Management Contract") between  the Company and  AIM. The Sub-adviser
serves as the  sub-adviser and  sub-administrator to  the Health  Care Fund  and
Telecommunications  Fund  under a  Sub-Advisory and  Sub-Administration Contract
between AIM and  the Sub-adviser ("Sub-Management  Contract," and together  with
the Management Contract, the "Management Contracts"). As investment managers and
administrators,  AIM and the  Sub-adviser make all  investment decisions for the
Health Care  Fund and  Telecommunications Fund  and administer  the Health  Care
Fund's  and Telecommunications Fund's  affairs. Among other  things, AIM and the
Sub-adviser furnish the services and pay the compensation and travel expenses of
persons who  perform the  executive,  administrative, clerical  and  bookkeeping
functions  of the Company and the  Health Care Fund and Telecommunications Fund,
and  provide  suitable  office  space,  necessary  small  office  equipment  and
utilities.
 
   
The  Management  Contracts may  be renewed  for  additional one-year  terms with
respect to the Health Care Fund  and Telecommunications Fund, provided that  any
such  renewal  has been  specifically  approved at  least  annually by:  (i) the
Company's Board of Directors, or  by the vote of a  majority of the Health  Care
Fund  and Telecommunications Fund's outstanding voting securities (as defined in
the 1940 Act),  and (ii)  a majority  of Directors who  are not  parties to  the
Management  Contracts or "interested  persons" of any such  party (as defined in
the 1940 Act), cast in  person at a meeting called  for the specific purpose  of
voting  on such approval. The Management  Contracts provide that with respect to
the Health Care Fund and Telecommunications  Fund either the Company or each  of
AIM  or the Sub-adviser  may terminate the Contracts  without penalty upon sixty
days' written  notice to  the other  party. The  Management Contracts  terminate
automatically in the event of their assignment (as defined in the 1940 Act).
    
 
                  Statement of Additional Information Page 28
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
The   following  table  discloses  the   amount  of  investment  management  and
administration fees paid by the Theme  Portfolios to the Sub-adviser during  the
periods shown:
 
                                HEALTH CARE FUND
 
   
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,                                                                                       AMOUNT PAID
- ----------------------------------------------------------------------------------------------------------  --------------
<S>                                                                                                         <C>
1997......................................................................................................  $    5,820,067
1996......................................................................................................       5,495,494
1995......................................................................................................       4,453,857
</TABLE>
    
 
                            TELECOMMUNICATIONS FUND
 
   
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,                                                                                       AMOUNT PAID
- ----------------------------------------------------------------------------------------------------------  --------------
<S>                                                                                                         <C>
1997......................................................................................................  $   17,999,111
1996......................................................................................................      23,119,601
1995......................................................................................................      23,861,460
</TABLE>
    
 
                          FINANCIAL SERVICES PORTFOLIO
 
   
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,                                                                                       AMOUNT PAID
- ----------------------------------------------------------------------------------------------------------  --------------
<S>                                                                                                         <C>
1997......................................................................................................  $      346,965
1996......................................................................................................          99,991
1995......................................................................................................          51,353
</TABLE>
    
 
                            INFRASTRUCTURE PORTFOLIO
 
   
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,                                                                                       AMOUNT PAID
- ----------------------------------------------------------------------------------------------------------  --------------
<S>                                                                                                         <C>
1997......................................................................................................  $      772,727
1996......................................................................................................         635,456
1995......................................................................................................         601,421
</TABLE>
    
 
   
                              RESOURCES PORTFOLIO
    
 
   
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,                                                                                       AMOUNT PAID
- ----------------------------------------------------------------------------------------------------------  --------------
<S>                                                                                                         <C>
1997......................................................................................................  $      979,215
1996......................................................................................................         425,745
1995......................................................................................................         213,856
</TABLE>
    
 
                    CONSUMER PRODUCTS AND SERVICES PORTFOLIO
 
   
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,                                                                                       AMOUNT PAID
- ----------------------------------------------------------------------------------------------------------  --------------
<S>                                                                                                         <C>
1997......................................................................................................  $    1,207,854
1996......................................................................................................         422,640
Dec. 30, 1994 (commencement of operations) to Oct. 31, 1995...............................................          16,284
</TABLE>
    
 
   
For the fiscal years ended October 31, 1995 and 1996, the Sub-adviser reimbursed
the   Financial  Services  Portfolio,  Infrastructure  Portfolio  and  Resources
Portfolio for their respective investment management and administration fees  in
the  amounts  of  $51,353  and  $103,267;  $0  and  $0;  and  $213,856  and  $0,
respectively. Each of these Portfolios had no reimbursement for the fiscal  year
ended  October 31, 1997. For  the fiscal years ended  October 31, 1995, 1996 and
1997, the Financial Services Fund,  Infrastructure Fund and Resources Fund  paid
administration  fees of  $18,756, $34,865  and $119,765;  $208,892, $218,735 and
$266,025; and $74,485,  $147,614 and $338,578,  respectively. However, the  Sub-
adviser  reimbursed those Funds for such fees in the amounts of $18,756, $34,865
and $0; $177,376,  $0 and  $0; and  $74,485, $0  and $0,  respectively. For  the
fiscal  period December  30, 1994  (commencement of  operations) to  October 31,
1995, and for the fiscal years ended October 31, 1996 and 1997, the  Sub-adviser
reimbursed   the  Consumer  Products  and   Services  Portfolio  for  investment
management and  administration  fees in  the  amounts  of $16,284,  $0  and  $0,
respectively. For the same periods, the Consumer Products and Services Fund paid
$5,933,  $147,623 and  $416,297, respectively, in  administration fees; however,
the Sub-adviser  reimbursed  the Fund  in  the amounts  of  $5,933, $0  and  $0,
respectively.
    
 
DISTRIBUTION SERVICES RELATING TO EACH FUND
   
Each  Fund's Class A  and Class B  shares are offered  continuously through each
Fund's principal  underwriter  and distributor,  AIM  Distributors, on  a  "best
efforts"  basis pursuant to separate  distribution contracts between the Company
and AIM Distributors.
    
 
                  Statement of Additional Information Page 29
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
As described in the Prospectus,  on May 29, 1998,  the Company adopted a  Master
Distribution  Plan pursuant  to Rule  12b-1 under the  1940 Act  relating to the
Class A shares of each Fund (the "Class A Plan"). At the same time, the  Company
also  adopted a Master Distribution  Plan pursuant to Rule  12b-1 under the 1940
Act relating to Class B  shares of each Fund (the  "Class B Plan," and  together
with the Class A Plan, the "Plans"). The rate of payments by the Funds under the
Plans, as described in the Prospectus, may not be increased without the approval
of the majority of the outstanding voting securities of the affected class.
    
 
BOTH  PLANS. Pursuant to  an incentive program, AIM  Distributors may enter into
agreements ("Shareholder Service Agreements")  with investment dealers  selected
from  time  to  time  by  AIM Distributors  for  the  provision  of distribution
assistance in connection  with the sale  of the Funds'  shares to such  dealers'
customers,  and for the provision of continuing personal shareholder services to
customers who may from time to time  directly or beneficially own shares of  the
Funds.  The distribution assistance and continuing personal shareholder services
to be rendered by dealers under the Shareholder Service Agreements may  include,
but  shall  not be  limited to,  the  following: distributing  sales literature;
answering routine customer inquiries  concerning the Funds; assisting  customers
in  changing  dividend  options,  account  designations  and  addresses,  and in
enrolling in any of several special investment plans offered in connection  with
the   purchase  of  the  Funds'  shares;  assisting  in  the  establishment  and
maintenance of customer accounts and records  and in the processing of  purchase
and   redemption  transactions;  investing  dividends   and  any  capital  gains
distributions automatically  in  the Funds'  shares;  and providing  such  other
information and services as the Funds or the customer may reasonably request.
 
Under  the Plans, in addition to  the Shareholder Service Agreements authorizing
payments  to  selected  dealers,  banks  may  enter  into  Shareholder   Service
Agreements authorizing payments under the Plans to be made to banks that provide
services  to  their  customers  who  have  purchased  shares.  Services provided
pursuant to Shareholder Service Agreements with banks may include some or all of
the following: answering shareholder inquiries regarding a Fund and the Company;
performing sub-accounting; establishing and maintaining shareholder accounts and
records; processing  customer purchase  and redemption  transactions;  providing
periodic  statements showing a shareholder's account balance and the integration
of such  statements  with  those  of other  transactions  and  balances  in  the
shareholder's  other  accounts  serviced  by  the  bank;  forwarding  applicable
prospectuses, proxy statements,  reports and  notices to bank  clients who  hold
Fund  shares; and  such other administrative  services as a  Fund reasonably may
request, to  the extent  permitted by  applicable statute,  rule or  regulation.
Similar  agreements  may  be permitted  under  the Plans  for  institutions that
provide recordkeeping for and administrative services to 401(k) plans.
 
Financial intermediaries and any other  person entitled to receive  compensation
for selling Fund shares may receive different compensation for selling shares of
one particular class over another.
 
Under a Shareholder Service Agreement, a Fund agrees to pay periodically fees to
selected  dealers and  other institutions who  render the  foregoing services to
their customers. The fees payable under a Shareholder Service Agreement will  be
calculated  at the end of each payment period for each business day of the Funds
during such period at the  annual rate of 0.25% of  the average daily net  asset
value  of  the  Funds'  shares  purchased  or  acquired  through  exchange. Fees
calculated in this manner shall be paid only to those selected dealers or  other
institutions  who are dealers or institutions of record at the close of business
on the last business  day of the  applicable payment period  for the account  in
which such Fund's shares are held.
 
Payments pursuant to the Plans are subject to any applicable limitations imposed
by  rules of the National Association  of Securities Dealers, Inc. ("NASD"). The
Plans conform to  rules of the  NASD by  limiting payments made  to dealers  and
other   financial  institutions  who  provide  continuing  personal  shareholder
services to their customers who purchase and own shares of the Funds to no  more
than  0.25% per annum of the average  daily net assets of the Funds attributable
to the customers of  such dealers or financial  institutions, and by imposing  a
cap on the total sales charges, including asset-based sales charges, that may be
paid by the Funds and their respective classes.
 
AIM  Distributors does not act as principal,  but rather as agent for the Funds,
in making dealer incentive and  shareholder servicing payments under the  Plans.
These payments are an obligation of the Funds and not of AIM Distributors.
 
                  Statement of Additional Information Page 30
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
The  following table discloses payments made by  the Theme Funds to their former
distributor, GT Global, Inc. ("GT Global") under each Fund's prior Class A  Plan
and Class B Plan for the Fund's fiscal year ended October 31, 1997:
 
<TABLE>
<CAPTION>
                                                                                               CLASS A        CLASS B
                                                                                             AMOUNT PAID    AMOUNT PAID
                                                                                            -------------  --------------
<S>                                                                                         <C>            <C>
Health Care Fund..........................................................................  $   2,327,631  $    1,316,284
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                               CLASS A        CLASS B
                                                                                             AMOUNT PAID    AMOUNT PAID
                                                                                            -------------  --------------
<S>                                                                                         <C>            <C>
Telecommunications Fund...................................................................  $   5,105,842  $    8,933,516
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                               CLASS A        CLASS B
                                                                                             AMOUNT PAID    AMOUNT PAID
                                                                                            -------------  --------------
<S>                                                                                         <C>            <C>
Financial Services Fund...................................................................  $      97,454  $      280,650
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                               CLASS A        CLASS B
                                                                                             AMOUNT PAID    AMOUNT PAID
                                                                                            -------------  --------------
<S>                                                                                         <C>            <C>
Infrastructure Fund.......................................................................  $     218,486  $      621,768
</TABLE>
 
   
<TABLE>
<CAPTION>
                                                                                               CLASS A        CLASS B
                                                                                             AMOUNT PAID    AMOUNT PAID
                                                                                            -------------  --------------
<S>                                                                                         <C>            <C>
Resources Fund............................................................................  $     291,788  $      733,200
</TABLE>
    
 
<TABLE>
<CAPTION>
                                                                                               CLASS A        CLASS B
                                                                                             AMOUNT PAID    AMOUNT PAID
                                                                                            -------------  --------------
<S>                                                                                         <C>            <C>
Consumer Products and Services Fund.......................................................  $     351,953  $      941,035
</TABLE>
 
   
In  approving the Plans, the Directors determined that the adoption of the Plans
was in the best interests of  the shareholders of that Fund. Agreements  related
to  the Plans must also  be approved by such vote  of the Directors, including a
majority of  Directors who  are  not "interested  persons"  of the  Company  (as
defined  in the 1940 Act) and who have no direct or indirect financial interests
in the operation of the Plans, or in any agreement related thereto.
    
 
   
Each Plan requires that,  at least quarterly, the  Directors review the  amounts
expended thereunder and the purposes for which such expenditures were made. Each
Plan  requires that so long  as it is in effect  the selection and nomination of
Directors who are not "interested persons"  of the Company will be committed  to
the discretion of the Directors who are not "interested persons" of the Company,
as defined in the 1940 Act.
    
 
   
As discussed in the Prospectus, AIM Distributors collects sales charges on sales
of  Class A  shares of each  Fund, retains  certain amounts of  such charges and
reallows other amounts of such charges  to broker/dealers that sell shares.  The
following  table reviews the extent  of such activity on  the part of GT Global,
the Funds' former distributor, during the  Health Care Fund's last three  fiscal
years:
    
 
   
<TABLE>
<CAPTION>
                                                                            SALES CHARGES      AMOUNT         AMOUNTS
YEAR ENDED OCT. 31,                                                           COLLECTED       RETAINED       REALLOWED
- --------------------------------------------------------------------------  --------------  -------------  --------------
<S>                                                                         <C>             <C>            <C>
1997......................................................................  $      213,880  $      54,971  $      158,909
1996......................................................................         301,166         90,926         210,240
1995......................................................................         469,186         67,325         401,861
</TABLE>
    
 
The   following  table   reviews  the  extent   of  such   activity  during  the
Telecommunications Fund's last three fiscal years:
 
<TABLE>
<CAPTION>
                                                                            SALES CHARGES      AMOUNT         AMOUNTS
YEAR ENDED OCT. 31,                                                           COLLECTED       RETAINED       REALLOWED
- --------------------------------------------------------------------------  --------------  -------------  --------------
<S>                                                                         <C>             <C>            <C>
1997......................................................................  $      497,045  $     131,495  $      365,550
1996......................................................................         966,041        231,226         734,815
1995......................................................................       4,151,523        578,450       3,573,073
</TABLE>
 
                  Statement of Additional Information Page 31
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
The following  table reviews  the extent  of such  activity on  the part  of  GT
Global,  the  Funds'  former  distributor,  for  the  Financial  Services  Fund,
Infrastructure Fund  and  Resources Fund  for  each Fund's  fiscal  years  ended
October 31, 1997, 1996 and 1995:
    
   
<TABLE>
<CAPTION>
                                                                            SALES CHARGES      AMOUNT         AMOUNTS
YEAR ENDED OCT. 31, 1997                                                      COLLECTED       RETAINED       REALLOWED
- --------------------------------------------------------------------------  --------------  -------------  --------------
<S>                                                                         <C>             <C>            <C>
Financial Services Fund...................................................  $       84,341  $      22,263  $       62,078
Infrastructure Fund.......................................................         100,622         24,983          75,639
Resources Fund............................................................         221,895         63,915         157,980
 
YEAR ENDED OCT. 31, 1996
- --------------------------------------------------------------------------
Financial Services Fund...................................................  $       23,418  $       4,721  $       18,697
Infrastructure Fund.......................................................          92,340         19,811          72,529
Resources Fund............................................................         140,061         49,532          90,529
 
<CAPTION>
 
YEAR ENDED OCT. 31, 1995
- --------------------------------------------------------------------------
<S>                                                                         <C>             <C>            <C>
Financial Services Fund...................................................  $       50,104  $       6,892  $       43,212
Infrastructure Fund.......................................................         584,424         67,021         517,403
Resources Fund............................................................         143,672         16,516         127,156
</TABLE>
    
 
   
The  following  table reviews  the extent  of such  activity on  the part  of GT
Global, the Funds' former  distributor, for the  Consumer Products and  Services
Fund for the fiscal years ended October 31, 1997, 1996 and for the fiscal period
December 30, 1994 (commencement of operations) to October 31, 1995:
    
 
<TABLE>
<CAPTION>
                                                                            SALES CHARGES      AMOUNT         AMOUNTS
                                                                              COLLECTED       RETAINED       REALLOWED
                                                                            --------------  -------------  --------------
<S>                                                                         <C>             <C>            <C>
Year ended Oct. 31, 1997..................................................  $      286,139  $      85,990  $      200,149
Year ended Oct. 31, 1996..................................................         387,504        115,133         272,371
Dec. 30, 1994 to Oct. 31, 1995............................................          28,566          3,380          25,186
</TABLE>
 
   
AIM  Distributors  receives  any  contingent  deferred  sales  charges ("CDSCs")
payable with  respect to  redemptions of  Class  B shares  and certain  Class  A
shares.  The  following table  discloses  the amount  of  CDSCs collected  by GT
Global, the Funds' former  distributor, with regard to  the Theme Funds for  the
periods shown.
    
 
                                HEALTH CARE FUND
 
<TABLE>
<CAPTION>
YEAR ENDED OCT. 31,                                                                                       CDSCS COLLECTED
- --------------------------------------------------------------------------------------------------------  ----------------
<S>                                                                                                       <C>
1997....................................................................................................   $      545,758
1996....................................................................................................          291,802
1995....................................................................................................          182,201
</TABLE>
 
                            TELECOMMUNICATIONS FUND
 
<TABLE>
<CAPTION>
YEAR ENDED OCT. 31,                                                                                       CDSCS COLLECTED
- --------------------------------------------------------------------------------------------------------  ----------------
<S>                                                                                                       <C>
1997....................................................................................................   $    7,116,869
1996....................................................................................................        5,636,470
1995....................................................................................................        4,820,173
</TABLE>
 
                            FINANCIAL SERVICES FUND
 
<TABLE>
<CAPTION>
YEAR ENDED OCT. 31,                                                                                       CDSCS COLLECTED
- --------------------------------------------------------------------------------------------------------  ----------------
<S>                                                                                                       <C>
1997....................................................................................................   $       81,031
1996....................................................................................................           25,023
1995....................................................................................................            7,543
</TABLE>
 
                              INFRASTRUCTURE FUND
 
<TABLE>
<CAPTION>
YEAR ENDED OCT. 31,                                                                                       CDSCS COLLECTED
- --------------------------------------------------------------------------------------------------------  ----------------
<S>                                                                                                       <C>
1997....................................................................................................   $      261,619
1996....................................................................................................          243,564
1995....................................................................................................          193,268
</TABLE>
 
                  Statement of Additional Information Page 32
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                                 RESOURCES FUND
    
 
<TABLE>
<CAPTION>
YEAR ENDED OCT. 31,                                                                                       CDSCS COLLECTED
- --------------------------------------------------------------------------------------------------------  ----------------
<S>                                                                                                       <C>
1997....................................................................................................   $      417,878
1996....................................................................................................           94,094
1995....................................................................................................           73,935
</TABLE>
 
                      CONSUMER PRODUCTS AND SERVICES FUND
 
<TABLE>
<CAPTION>
YEAR ENDED OCT. 31,                                                                                       CDSCS COLLECTED
- --------------------------------------------------------------------------------------------------------  ----------------
<S>                                                                                                       <C>
1997....................................................................................................   $      508,410
1996....................................................................................................           45,035
Dec. 30, 1994 (commencement of operations) to Oct. 31, 1995.............................................              986
</TABLE>
 
TRANSFER AGENCY AND ACCOUNTING AGENCY SERVICES
   
The  Transfer  Agent, has  been  retained by  the  Funds to  perform shareholder
servicing, reporting and general  transfer agent functions  for them. For  these
services,  the Transfer Agent  receives 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. The
Transfer Agent is also  reimbursed by the Funds  for its out-of-pocket  expenses
for  such  items as  postage, forms,  telephone  charges, stationery  and office
supplies. The  Sub-adviser also  serves as  each Fund's  pricing and  accounting
agent.  For  the  fiscal  years  ended October  31,  1995,  1996  and  1997, the
accounting services  fees for  the Health  Care Fund,  Telecommunications  Fund,
Financial  Services  Fund,  Infrastructure  Fund,  Resources  Fund  and Consumer
Products and  Services  Fund  were $30,660,  $141,582  and  $153,780;  $170,297,
$621,480  and $493,322; $616,  $3,493 and $12,292;  $5,836, $21,910 and $27,303;
$1,931, $14,761 and $34,698; and $318, $14,778 and $43,330, respectively.
    
 
EXPENSES OF THE FUNDS AND OF THE PORTFOLIOS
Each Fund  and  each  Portfolio  pays  all expenses  not  assumed  by  AIM,  the
Sub-adviser,  AIM  Distributors and  other  agents. These  expenses  include, in
addition to the advisory, administration, distribution, transfer agency, pricing
and accounting  agency  and brokerage  fees  discussed above,  legal  and  audit
expenses, custodian fees, trustees' fees, organizational fees, fidelity bond and
other  insurance premiums, taxes, extraordinary expenses and expenses of reports
and prospectuses sent to existing  investors. The allocation of general  Company
expenses and expenses shared among the Funds and other funds organized as series
of  the Company are allocated on a basis deemed fair and equitable, which may be
based on the  relative net  assets of  the Funds or  the nature  of the  service
performed and relative applicability to the Funds. Expenditures, including costs
incurred  in connection with the purchase or sale of portfolio securities, which
are capitalized  in accordance  with  generally accepted  accounting  principles
applicable  to investment companies, are accounted  for as capital items and not
as expenses. The ratio of each Fund's expenses to its relative net assets can be
expected to  be higher  than the  expense ratios  of funds  investing solely  in
domestic  securities,  since  the cost  of  maintaining the  custody  of foreign
securities and the rate of investment management  fees paid by the Funds or  the
Portfolios  generally  are higher  than the  comparable  expenses of  such other
funds.
 
- --------------------------------------------------------------------------------
 
                            VALUATION OF FUND SHARES
 
- --------------------------------------------------------------------------------
   
As described in the Prospectus, each Fund's  net asset value per share for  each
class  of shares  is determined each  day on  which the New  York Stock Exchange
("NYSE") is  open for  business ("Business  Day")  as of  the close  of  regular
trading on the NYSE (currently 4:00 p.m. Eastern Time, unless weather, equipment
failure  or other factors contribute to an earlier closing time). Currently, the
NYSE is  closed  on weekends  and  on certain  days  relating to  the  following
holidays:  New Year's Day, Martin Luther King Day, President's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
    
 
Each Theme Portfolio's securities and other assets are valued as follows:
 
Equity securities, including  ADRs, ADSs,  GDRs and  EDRs, which  are traded  on
stock exchanges, are valued at the last sale price on the exchange on 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,
 
                  Statement of Additional Information Page 33
<PAGE>
                             AIM GLOBAL THEME FUNDS
the securities are valued  on the exchange determined  by the Sub-adviser to  be
the  primary market. Securities traded in the  OTC market are valued at the last
available sale price prior to the time of valuation.
 
Long-term debt obligations are valued at  the mean of representative quoted  bid
or  asked prices for  such securities or,  if such prices  are not available, at
prices for securities of  comparable maturity, quality  and type; however,  when
the  Sub-adviser deems it appropriate, prices  obtained for the day of valuation
from a  bond pricing  service  will be  used.  Short-term debt  investments  are
amortized  to  maturity  based  on their  cost,  adjusted  for  foreign exchange
translation.
 
Options on indices, securities and currencies purchased by the Theme  Portfolios
are  valued at  their last bid  price in  the case of  listed options  or at the
average of the last  bid prices obtained from  dealers, unless a quotation  from
only  one dealer is  available, in which  case only that  dealer's price will be
used, in the case of OTC options. When market quotations for futures and options
on futures held by a Theme Portfolio are readily available, those positions will
be valued based upon such quotations.
 
   
Securities and  other  assets  for  which  market  quotations  are  not  readily
available (including restricted securities that are subject to limitations as to
their sale) are valued at fair value as determined in good faith by or under the
direction  of  the  Portfolios' Board  of  Trustees  or the  Company's  Board of
Directors, as  applicable.  The valuation  procedures  applied in  any  specific
instance  are  likely  to vary  from  case  to case.  However,  consideration is
generally given to the  financial position of the  issuer and other  fundamental
analytical data relating to the investment and to the nature of the restrictions
on disposition of the securities (including any registration expenses that might
be  borne  by the  Theme  Portfolios in  connection  with such  disposition). In
addition, other factors, such as the cost of the investment, the market value of
any unrestricted securities of the same class (both at the time of purchase  and
at  the time of  valuation), the size of  the holding, the  prices of any recent
transactions or  offers  with  respect  to such  securities  and  any  available
analysts' reports regarding the issuer, generally are considered.
    
 
The  fair value  of any  other assets is  added to  the value  of all securities
positions to arrive at the  value of each Fund's  total assets (which, for  each
Feeder Fund is the value of its investment in its corresponding Portfolio). Each
Fund's liabilities, including accruals for expenses, are deducted from its total
assets. Once the total value of a Fund's net assets is so determined, that value
is  then divided by  the total number of  shares outstanding (excluding treasury
shares), and the result, rounded to the nearer cent, is the net asset value  per
share.
 
   
Any assets or liabilities initially expressed in terms of foreign currencies are
translated into U.S. dollars at the official exchange rate or, alternatively, at
the mean of the current bid and asked prices of such currencies against the U.S.
dollar  last quoted by a major bank that is a regular participant in the foreign
exchange market or on the basis of a pricing service that takes into account the
quotes provided by a number of such  major banks. If none of these  alternatives
are  available  or  none  are  deemed  to  provide  a  suitable  methodology for
converting a  foreign  currency into  U.S.  dollars, the  Portfolios'  Board  of
Trustees or the Company's Board of Directors, as applicable, in good faith, will
establish a conversion rate for such currency.
    
 
   
European,  Far Eastern, or Latin American  securities trading may not take place
on all days on which the NYSE  is open. Further, trading takes place in  various
foreign  markets on days on which the NYSE is not open. Trading in securities on
European and  Far Eastern  securities  exchanges and  OTC markets  generally  is
completed  well  before the  close of  business in  New York.  Consequently, the
calculation  of  each  Fund's  net  asset  value  may  not  always  take   place
contemporaneously  with the  determination of the  prices of  securities held by
each Fund.  Events  affecting  the  values  of  securities  held  by  the  Theme
Portfolios that occur between the time their prices are determined and the close
of  normal trading on the NYSE will not be reflected in a Fund's net asset value
unless the  Sub-adviser,  under  the  supervision  of  the  Company's  Board  of
Directors  or the Portfolios' Board of  Trustees, as applicable, determines that
the particular event  would materially affect  net asset value.  As a result,  a
Fund's  net asset value  may be significantly  affected by such  trading on days
when a shareholder has no access to that Fund.
    
 
                  Statement of Additional Information Page 34
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                         INFORMATION RELATING TO SALES
                                AND REDEMPTIONS
 
- --------------------------------------------------------------------------------
PAYMENT AND TERMS OF OFFERING
Payment for Class A or Class B  shares of a Fund purchased should accompany  the
purchase  order, or funds should be wired  to the Transfer Agent as described in
the Prospectus. Payment, other than by wire  transfer, must be made by check  or
money order drawn on a U.S. bank. Checks or money orders must be payable in U.S.
dollars.
 
   
As  a condition of this offering, if an order to purchase either class of shares
is canceled due  to nonpayment  (for example, because  a check  is returned  for
insufficient  funds), the person who made the  order will be responsible for any
loss incurred by a Fund by reason of such cancellation, and if such purchaser is
a shareholder, the Fund shall have the authority as agent of the shareholder  to
redeem  shares in his or  her account at their  then-current net asset value per
share to reimburse  the Fund  for the  loss incurred.  Investors whose  purchase
orders  have  been canceled  due to  nonpayment may  be prohibited  from placing
future orders.
    
 
Each Fund  reserves the  right at  any time  to waive  or increase  the  minimum
requirements applicable to initial or subsequent investments with respect to any
person or class of persons. An order to purchase shares is not binding on a Fund
until  it  has  been  confirmed  in writing  by  the  Transfer  Agent  (or other
arrangements made with the Fund, in  the case of orders utilizing wire  transfer
of funds, as described above) and payment has been received. To protect existing
shareholders, each Fund reserves the right to reject any offer for a purchase of
shares by any individual.
 
AUTOMATIC INVESTMENT PLAN -- CLASS A SHARES AND CLASS B SHARES
To  establish  participation  in  a Fund's  Automatic  Investment  Plan ("AIP"),
investors or their broker/dealers should  specify whether investment will be  in
Class  A shares or Class B shares and should send the following documents to the
Transfer Agent: (1) an AIP Application; (2) a Bank Authorization Form; and (3) a
voided personal check from the pertinent  bank account. The necessary forms  are
provided  at the back of the Funds' Prospectus. Provided that an investor's bank
accepts the Bank  Authorization Form, investment  amounts will be  drawn on  the
designated dates (monthly on the 25th day or beginning quarterly on the 25th day
of  the  month  the  investor  first selects)  in  order  to  purchase  full and
fractional shares of the designated Fund at the public offering price determined
on that day. If the 25th day falls on a Saturday, Sunday or holiday, shares will
be purchased  on the  next business  day.  If an  investor's check  is  returned
because  of insufficient  funds or  a stop  payment order  or if  the account is
closed, the AIP may be discontinued, and any share purchase made upon deposit of
such check may be cancelled. Furthermore, the shareholder will be liable for any
loss incurred by a Fund by  reason of such cancellation. Investors should  allow
one  month for  the establishment  of an AIP.  An AIP  may be  terminated by the
Transfer Agent or a Fund upon thirty days' written notice or by the  participant
at  any time, without penalty,  upon written notice to  the Fund or the Transfer
Agent.
 
LETTER OF INTENT -- CLASS A SHARES
A Letter of Intent ("LOI") is not a binding obligation to purchase the indicated
amount. While Class A shares are held  in escrow under an LOI to ensure  payment
of  applicable sales charges if  the indicated amount is  not met, all dividends
and other distributions on the escrowed shares will be reinvested in  additional
Class A shares or paid in cash, as specified by the shareholder. If the intended
investment  is  not completed  within the  specified thirteen-month  period, the
purchaser must remit to AIM Distributors the difference between the sales charge
actually paid and the sales charge that would have been applicable if the  total
Class  A purchases had been made at a single time. If this amount is not paid to
AIM Distributors  within  twenty days  after  written request,  the  appropriate
number  of  escrowed  shares will  be  redeemed  and the  proceeds  paid  to AIM
Distributors.
 
Any investor that  entered into a  LOI prior to  June 1, 1998,  under which  the
indicated  amount is not met, will be  subject to the sales charge schedule that
was in effect when the LOI was entered into.
 
   
A registered investment adviser,  trust company or  trust department seeking  to
execute  an LOI  as a single  purchaser with  respect to accounts  over which it
exercises investment discretion is required  to provide the Transfer Agent  with
information establishing that it has discretionary authority with respect to the
money  invested (e.g., by providing a  copy of the pertinent investment advisory
agreement). Class A shares purchased in this manner must be registered with  the
Transfer  Agent  so that  only the  investment adviser,  trust company  or trust
department, and  not the  beneficial  owner, will  be  able to  place  purchase,
redemption and exchange orders.
    
 
                  Statement of Additional Information Page 35
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
INDIVIDUAL RETIREMENT ACCOUNTS ("IRAS") AND OTHER TAX-DEFERRED PLANS
   
Class  A  or  Class B  shares  of a  Fund  may  be purchased  as  the underlying
investment for an IRA meeting the  requirements of sections 408(a), 408A or  530
of the Code, as well as for qualified retirement plans described in Code Section
401 and custodial accounts complying with Code Section 403(b)(7).
    
 
IRAS: If you have earned income from employment (including self-employment), you
can  contribute each year to an IRA up  to the lesser of (1) $2,000 for yourself
or $4,000  for  you  and your  spouse,  regardless  of whether  your  spouse  is
employed,  or (2) 100% of compensation. Some  individuals may be able to take an
income tax deduction for the contribution. Regular contributions may not be made
for the year  you become 70  1/2 or  thereafter. Unless your  and your  spouse's
earnings  exceed  a certain  level, you  also may  establish an  "education IRA"
and/or a  "Roth IRA."  Although contributions  to these  new types  of IRAs  are
nondeductible,   withdrawals   from  them   will   be  tax-free   under  certain
circumstances. Please  consult  your  tax  adviser  for  more  information.  IRA
applications are available from brokers or AIM Distributors.
 
ROLLOVER  IRAS: Individuals who receive  distributions from qualified retirement
plans (other than  required distributions) and  who wish to  keep their  savings
growing  tax-deferred  can  roll  over  (or make  a  direct  transfer  of) their
distribution to a  Rollover IRA. These  accounts can also  receive rollovers  or
transfers  from an existing  IRA. If an "eligible  rollover distribution" from a
qualified employer-sponsored retirement plan is  not directly rolled over to  an
IRA  (or  certain qualified  plans),  withholding at  the  rate of  20%  will be
required for federal income tax purposes.  A distribution from a qualified  plan
that  is not an "eligible rollover  distribution," including a distribution that
is one of series of substantially equal periodic payments, generally is  subject
to  regular wage withholding or withholding at the rate of 10% (depending on the
type and  amount  of  the  distribution),  unless you  elect  not  to  have  any
withholding apply. Please consult your tax adviser for more information.
 
SEP-IRAS:  Simplified  employee  pension plans  ("SEPs"  or  "SEP-IRAs") provide
self-employed individuals (and any eligible employees) with benefits similar  to
Keogh  plans (I.E., self-employed  individual retirement plans)  or Code Section
401(k)  plans,  but  with   fewer  administrative  requirements  and   therefore
potentially lower annual administration expenses.
 
CODE  SECTION 403(B)(7) CUSTODIAL ACCOUNTS: Employees of public schools and most
other tax-exempt organizations can  make pre-tax salary reduction  contributions
to these accounts.
 
PROFIT-SHARING   (INCLUDING   SECTION   401(K))  AND   MONEY   PURCHASE  PENSION
PLANS: Corporations  and other  employers can  sponsor these  qualified  defined
contribution  plans  for  their employees.  A  Section  401(k) plan,  a  type of
profit-sharing plan, additionally permits the eligible, participating  employees
to  make  pre-tax salary  reduction  contributions to  the  plan (up  to certain
limits).
 
SIMPLE PLANS: Employers  with no more  than 100 employees  that do not  maintain
another  retirement  plan  may  establish a  Savings  Incentive  Match  Plan for
Employees ("SIMPLE") either  as separate  IRAs or as  part of  a Section  401(k)
plan.  SIMPLEs are not  subject to the  complicated nondiscrimination rules that
generally apply to qualified retirement plans.
 
EXCHANGES BETWEEN FUNDS
   
Shares of a Fund may be exchanged for shares of the corresponding class of other
AIM/GT Funds, based on their respective  net asset values without imposition  of
any  sales  charges,  provided  that  the  registration  remains  identical. The
exchange privilege is not an option or right to purchase shares but is permitted
under the current policies of the respective AIM/GT Funds. The privilege may  be
discontinued  or changed  at any  time by  any of  those funds  upon sixty days'
written notice to the shareholders of the  fund and is available only in  states
where  the exchange  may be made  legally. Before purchasing  shares through the
exercise of the exchange privilege, a shareholder should obtain and read a  copy
of the prospectus of the fund to be purchased and should consider its investment
objective(s).
    
 
SALES CHARGE WAIVERS FOR SHARES PURCHASED PRIOR TO JUNE 1, 1998
   
Class  A shares that are subject to  a contingent deferred sales charge and that
were purchased before June  1, 1998 are entitled  to the following waivers  from
the  contingent deferred sales charge otherwise due upon redemption: (1) minimum
required distributions made in connection with  an IRA, Keogh plan or  custodial
account  under Section  403(b) of  the Code  or other  retirement plan following
attainment of age  70 1/2;  (2) total or  partial redemptions  resulting from  a
distribution   following   retirement   in   the   case   of   a   tax-qualified
employer-sponsored retirement  plan;  (3)  when  a  redemption  results  from  a
tax-free  return of an excess contribution  pursuant to Section 408(d)(4) or (5)
of the Code or  from the death  or disability of  the employee; (4)  redemptions
pursuant  to a Fund's right to  liquidate a shareholder's account involuntarily;
(5)   redemptions    pursuant   to    distributions   from    a    tax-qualified
employer-sponsored retirement plan, which is invested in
    
 
                  Statement of Additional Information Page 36
<PAGE>
                             AIM GLOBAL THEME FUNDS
   
AIM/GT  Funds, which are  permitted to be  made without penalty  pursuant to the
Code, other than tax-free rollovers or transfers of assets, and the proceeds  of
which  are reinvested in  AIM/GT Funds; (6) redemptions  made in connection with
participant-directed exchanges between options in an employer-sponsored  benefit
plan; (7) redemptions made for the purpose of providing cash to fund a loan to a
participant  in  a  tax-qualified  retirement  plan;  (8)  redemptions  made  in
connection with  a distribution  from any  retirement plan  or account  that  is
permitted  in accordance with the provisions of Section 72(t)(2) of the Code and
the regulations promulgated thereunder; (9) redemptions made in connection  with
a  distribution from any retirement plan or  account that involves the return of
an excess deferral amount pursuant to Section 401(k)(8) or Section 402(g)(2)  of
the  Code;  (10)  redemptions made  in  connection  with a  distribution  from a
qualified profit-sharing or stock bonus plan described in Section 401(k) of  the
Code  to a participant or beneficiary under Section 401(k)(2)(B)(IV) of the Code
upon  hardship  of  the  covered  employee  (determined  pursuant  to   Treasury
Regulation  Section 1.401(k)-1(d)(2)); and  (11) redemptions made  by or for the
benefit of  certain  states,  counties  or  cities,  or  any  instrumentalities,
departments  or  authorities  thereof,  where such  entities  are  prohibited or
limited by applicable law from paying a sales charge or commission.
    
 
   
Class B shares purchased before June 1, 1998 are subject to the waivers from the
contingent deferred sales charge otherwise due upon redemptions, in addition  to
the  waivers  provided for  redemptions of  currently issued  Class B  shares as
described in the Prospectus: (1) total  or partial redemptions resulting from  a
distribution   following   retirement   in   the   case   of   a   tax-qualified
employer-sponsored  retirement;  (2)  minimum  required  distributions  made  in
connection  with an IRA, Keogh plan or custodial account under Section 403(b) of
the Code or  other retirement plan  following attainment  of age 70  1/2; (3)  a
one-time  reinvestment in Class  B shares of a  Fund within 180  days of a prior
redemption; (4)  redemptions  pursuant  to distributions  from  a  tax-qualified
employer-sponsored retirement plan, which is invested in AIM/GT Funds, which are
permitted  to be made without penalty pursuant  to the Code, other than tax-free
rollovers or transfers of  assets, and the proceeds  of which are reinvested  in
AIM/GT  Funds;  (5)  redemptions made  in  connection  with participant-directed
exchanges between options in an employer-sponsored benefit plan; (6) redemptions
made for the  purpose of providing  cash to fund  a loan to  a participant in  a
tax-qualified  retirement  plan;  (7)  redemptions  made  in  connection  with a
distribution from any retirement plan or account that is permitted in accordance
with the  provisions  of  Section  72(t)(2) of  the  Code  and  the  regulations
promulgated  thereunder; (8) redemptions made  in connection with a distribution
from a qualified profit-sharing or stock bonus plan described in Section  401(k)
of  the Code to  a participant or beneficiary  under Section 401(k)(2)(B)(IV) of
the Code upon hardship of the covered employee (determined pursuant to  Treasury
Regulation  Section 1.401(k)-1(d)(2));  and (9) redemptions  made by  or for the
benefit of  certain  states,  counties  or  cities,  or  any  instrumentalities,
departments or authorities thereof where such entities are prohibited or limited
by applicable law from paying a sales charge or commission.
    
 
TELEPHONE REDEMPTIONS
A  corporation or partnership  wishing to utilize  telephone redemption services
must submit a "Corporate Resolution" or "Certificate of Partnership"  indicating
the names, titles and the required number of signatures of persons authorized to
act  on  its  behalf.  The  certificate must  be  signed  by  a  duly authorized
officer(s), and,  in the  case of  a  corporation, the  corporate seal  must  be
affixed. All shareholders may request that redemption proceeds be transmitted by
bank  wire upon request directly to the shareholder's predesignated account at a
domestic bank or savings institution if the proceeds are at least $500. Costs in
connection with  the administration  of this  service, including  wire  charges,
currently  are borne by the appropriate Fund. Proceeds of less than $500 will be
mailed to the  shareholder's registered  address of  record. The  Funds and  the
Transfer  Agent reserve the  right to refuse any  telephone instructions and may
discontinue the  aforementioned redemption  options upon  fifteen days'  written
notice.
 
SYSTEMATIC WITHDRAWAL PLAN
Shareholders  owning Class A or Class B shares of a Fund with a value of $10,000
or more may  establish a  Systematic Withdrawal Plan  ("SWP"). Under  an SWP,  a
shareholder  will receive monthly or quarterly  payments, in amounts of not less
than $100 per payment, through the automatic redemption of the necessary  number
of  shares  on  the designated  dates  (monthly  on the  25th  day  or beginning
quarterly on the  25th day  of the month  the investor  first selects  [January,
April,  July  and October]).  If the  25th day  falls on  a Saturday,  Sunday or
holiday, the redemption will take place on the prior business day. Certificates,
if any, for the shares being redeemed must be held by the Transfer Agent. Checks
will be made payable to the  designated recipient and mailed within seven  days.
If the recipient is other than the registered shareholder, the signature of each
shareholder  must  be guaranteed  on  the SWP  application  (see "How  to Redeem
Shares" in the Prospectus).  A corporation (or partnership)  must also submit  a
"Corporation Resolution" (or "Certificate of Partnership") indicating the names,
titles  and signatures of the  individuals authorized to act  on its behalf, and
the SWP  application must  be signed  by a  duly authorized  officer(s) and  the
corporate seal affixed.
 
                  Statement of Additional Information Page 37
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
With  respect to a SWP, the maximum annual  SWP withdrawal is 12% of the initial
account value.  Withdrawals  in excess  of  12%  of the  initial  account  value
annually  may result  in assessment of  a contingent deferred  sales charge. See
"How to Invest" in the Prospectus.
 
Shareholders should be aware that such systematic withdrawals may deplete or use
up entirely the initial investment and result in the realization of long-term or
short-term capital gains or losses. The SWP may be terminated at any time by the
Transfer Agent or a Fund  upon thirty days' written  notice or by a  shareholder
upon  written notice to a  Fund or the Transfer  Agent. Applications and further
details regarding establishment of an SWP are provided at the back of the Funds'
Prospectus.
 
SUSPENSION OF REDEMPTION PRIVILEGES
Each Fund may suspend redemption privileges or postpone the date of payment  for
more  than seven days after a redemption order is received during any period (1)
when the NYSE is  closed other than customary  weekend and holiday closings,  or
trading  on the NYSE is restricted as directed by the SEC, (2) when an emergency
exists, as defined by the SEC, which makes it not reasonably practicable for the
Funds and the Portfolios  to dispose of  securities owned by  them or fairly  to
determine the value of their assets, or (3) as the SEC may otherwise permit.
 
REDEMPTIONS IN KIND
   
It  is possible  that conditions  may arise  in the  future which  would, in the
opinion of the Company's Board of Directors,  make it undesirable for a Fund  to
pay  for all redemptions in cash. In such cases, the Board may authorize payment
to be  made in  portfolio securities  or  other property  of a  Fund,  so-called
"redemptions  in kind." Payment of  redemptions in kind will  be made in readily
marketable securities.  Such  securities  would  be valued  at  the  same  value
assigned  to  them in  computing  the net  asset  value per  share. Shareholders
receiving such  securities  would incur  brokerage  costs in  selling  any  such
securities  so received. However,  despite the foregoing,  the Company has filed
with the SEC an election pursuant to  Rule 18f-1 under the 1940 Act. This  means
that  each  Fund  will pay  in  cash all  requests  for redemption  made  by any
shareholder of record, limited in amount with respect to each shareholder during
any ninety-day period to the lesser of $250,000 or 1% of the net asset value  of
a  Fund at the  beginning of such  period. This election  will be irrevocable so
long as Rule 18f-1 remains in effect,  unless the SEC by order upon  application
permits the withdrawal of such election.
    
 
                  Statement of Additional Information Page 38
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                                     TAXES
 
- --------------------------------------------------------------------------------
 
TAXATION OF THE FUNDS
Each  Fund is treated as a separate corporation for federal income tax purposes.
To continue to qualify for treatment  as a regulated investment company  ("RIC")
under  the Code, each Fund must distribute  to its shareholders for each taxable
year at least 90% of its investment company taxable income (consisting generally
of net investment income, net short-term capital gain and net gains from certain
foreign  currency  transactions)  ("Distribution  Requirement")  and  must  meet
several  additional requirements. With respect  to each Fund, these requirements
include the following: (1) the Fund must derive at least 90% of its gross income
each taxable year from dividends, interest, payments with respect to  securities
loans  and gains  from the  sale or other  disposition of  securities or foreign
currencies, or other income  (including gains from  options, Futures or  Forward
Contracts)  derived with respect  to its business of  investing in securities or
those currencies ("Income Requirement"); (2) at the close of each quarter of the
Fund's taxable year,  at least  50% of  the value of  its total  assets must  be
represented  by cash and  cash items, U.S.  government securities, securities of
other RICs and other securities, with these other securities limited, in respect
of any one issuer,  to an amount  that does not  exceed 5% of  the value of  the
Fund's  total assets and that  does not represent more  than 10% of the issuer's
outstanding voting  securities; and  (3) at  the close  of each  quarter of  the
Fund's  taxable year, not more than 25% of  the value of its total assets may be
invested in securities (other than U.S. government securities or the  securities
of  other RICs)  of any  one issuer.  Each Feeder  Fund, as  an investor  in its
corresponding  Portfolio,  is  deemed  to  own  a  proportionate  share  of  the
Portfolio's assets, and to earn a proportionate share of the Portfolio's income,
for  purposes  of  determining  whether  the  Fund  satisfies  the  requirements
described above to qualify as a RIC.
 
Each Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to the
extent it fails to distribute by the end of any calendar year substantially  all
of  its  ordinary income  for  that year  and capital  gain  net income  for the
one-year period ending on October 31 of that year, plus certain other amounts.
 
See the next section  for a discussion  of the tax  consequences to each  Feeder
Fund  of hedging  transactions engaged  in, and  investments in  passive foreign
investment companies ("PFICs") and other foreign securities by its corresponding
Portfolio and  to the  Health Care  Fund and  Telecommunications Fund  of  those
transactions and investments.
 
TAXATION OF THE THEME PORTFOLIOS
   
    THE PORTFOLIOS AND THEIR RELATIONSHIP TO THE FEEDER FUNDS. Each Portfolio is
treated  as a separate partnership for federal  income tax purposes and is not a
"publicly traded partnership."  As a result,  each Portfolio is  not subject  to
federal   income  tax;  instead,  each  Feeder  Fund,  as  an  investor  in  its
corresponding Portfolio, is  required to  take into account  in determining  its
federal income tax liability its share of the Portfolio's income, gains, losses,
deductions  and  credits, without  regard to  whether it  has received  any cash
distributions from the Portfolio. Each Portfolio also is not subject to Delaware
income or franchise tax.
    
 
Because, as noted above, each Feeder Fund is deemed to own a proportionate share
of its corresponding Portfolio's  assets, and to earn  a proportionate share  of
its  corresponding Portfolio's income,  for purposes of  determining whether the
Fund satisfies the requirements to qualify  as a RIC, each Portfolio intends  to
conduct  its operations so that its corresponding  Fund will be able to continue
to satisfy all those requirements.
 
   
Distributions to  each Feeder  Fund from  its corresponding  Portfolio  (whether
pursuant  to a partial or  complete withdrawal or otherwise)  will not result in
the Fund's recognition  of any  gain or loss  for federal  income tax  purposes,
except  that  (1)  gain  will be  recognized  to  the extent  any  cash  that is
distributed exceeds the Fund's  basis for its interest  in the Portfolio  before
the  distribution, (2) income or gain will  be recognized if the distribution is
in liquidation of  the Fund's entire  interest in the  Portfolio and includes  a
disproportionate  share of any unrealized receivables held by the Portfolio, and
(3) loss will  be recognized if  a liquidation distribution  consists solely  of
cash and/or unrealized receivables. Each Feeder Fund's basis for its interest in
its  corresponding Portfolio  generally will  equal the  amount of  cash and the
basis of any property the Fund invests in the Portfolio, increased by the Fund's
share of the Portfolio's net income and gains and decreased by (a) the amount of
cash and the basis of any property the Portfolio distributes to the Fund and (b)
the Fund's share of the Portfolio's losses.
    
 
    FOREIGN TAXES. Dividends  and interest  received by a  Theme Portfolio,  and
gains  realized thereby,  may be subject  to income, withholding  or other taxes
imposed by foreign countries and  U.S. possessions ("foreign taxes") that  would
reduce  the yield and/or total return on its securities. Tax conventions between
certain countries and the United States may reduce
 
                  Statement of Additional Information Page 39
<PAGE>
                             AIM GLOBAL THEME FUNDS
or eliminate foreign taxes,  however, and many foreign  countries do not  impose
taxes  on capital gains in respect of  investments by foreign investors. If more
than 50% of the value of a Fund's total assets (taking into account, in the case
of a  Feeder Fund,  its  proportionate share  of its  corresponding  Portfolio's
assets)  at the  close of  its taxable  year consists  of securities  of foreign
corporations, the Fund will be eligible to,  and may, file an election with  the
Internal  Revenue  Service  that will  enable  its shareholders,  in  effect, to
receive the benefit of the foreign tax credit with respect to any foreign  taxes
paid by it (taking into account, in the case of a Feeder Fund, its proportionate
share  of  any foreign  taxes paid  by its  corresponding Portfolio)  (a "Fund's
foreign taxes"). Pursuant  to the election,  a Fund would  treat those taxes  as
dividends paid to its shareholders and each shareholder would be required to (1)
include  in gross  income, and  treat as paid  by him,  his share  of the Fund's
foreign taxes, (2) treat his  share of those taxes and  of any dividend paid  by
the  Fund that represents  its income from foreign  and U.S. possessions sources
(taking into account, in the case of  a Feeder Fund, its proportionate share  of
its  corresponding Portfolio's income from those sources) as his own income from
those sources and (3) either  deduct the taxes deemed  paid by him in  computing
his   taxable  income  or,  alternatively,  use  the  foregoing  information  in
calculating the foreign  tax credit against  his federal income  tax. Each  Fund
will report to its shareholders shortly after each taxable year their respective
shares  of the Fund's foreign taxes and income (taking into account, in the case
of a  Feeder Fund,  its  proportionate share  of its  corresponding  Portfolio's
income)  from sources within foreign countries  and U.S. possessions if it makes
this election.  Pursuant  to  the  Taxpayer Relief  Act  of  1997  ("Tax  Act"),
individuals who have no more than $300 ($600 for married persons filing jointly)
of  creditable foreign  taxes included  on Form  1099 and  all of  whose foreign
source of income is "qualified passive income" may elect each year to be  exempt
from the extremely complicated foreign tax credit limitation and will be able to
claim  a foreign tax credit  without having to file  the detailed Form 1116 that
otherwise is required.
 
   
    PASSIVE FOREIGN INVESTMENT COMPANIES. Each Theme Portfolio may invest in the
stock of PFICs.  A PFIC is  a foreign  corporation -- other  than a  "controlled
foreign  corporation" (I.E., a  foreign corporation in which,  on any day during
its taxable year, more than  50% of the total voting  power of all voting  stock
therein  or the total value of all  stock therein is owned, directly, indirectly
or  constructively,  by  "U.S.  shareholders,"  defined  as  U.S.  persons  that
individually  own, directly, indirectly or constructively,  at least 10% of that
voting power) as to which the  Theme Portfolio is a U.S. shareholder  (effective
for  their taxable year beginning  November 1, 1998) --  that, in general, meets
either of the following tests: (1) at  least 75% of its gross income is  passive
or  (2) an average of  at least 50% of  its assets produce, or  are held for the
production of,  passive income.  Under  certain circumstances,  a Fund  will  be
subject  to federal income tax on a part (or,  in the case of a Feeder Fund, its
proportionate share of a part) of any "excess distribution" received by it  (or,
in  the case of a Feeder Fund, by its corresponding Portfolio) on the stock of a
PFIC or  of any  gain on  the Fund's  (or, in  the case  of a  Feeder Fund,  its
corresponding   Portfolio's)  disposition  of  that  stock  (collectively  "PFIC
income"), plus interest thereon, even if the Fund distributes the PFIC income as
a taxable dividend to its shareholders. The  balance of the PFIC income will  be
included  in the Fund's investment company taxable income and, accordingly, will
not be  taxable  to  it  to  the  extent  it  distributes  that  income  to  its
shareholders.
    
 
If  a  Theme Portfolio  invests in  a PFIC  and elects  to treat  the PFIC  as a
"qualified electing  fund"  ("QEF"), then  in  lieu  of the  foregoing  tax  and
interest  obligation, the Theme Portfolio  (or, in the case  of a Portfolio, its
corresponding Feeder Fund) would be required to include in income each year  its
pro  rata  share  (taking  into account,  in  the  case of  a  Feeder  Fund, its
proportionate share  of its  corresponding Portfolio's  pro rata  share) of  the
QEF's  ordinary earnings and net capital gain (I.E., the excess of net long-term
capital gain over net short-term capital  loss) -- which most likely would  have
to  be distributed by the  Theme Portfolio (or, in the  case of a Portfolio, its
corresponding Feeder Fund)  to satisfy  the Distribution  Requirement and  avoid
imposition  of  the Excise  Tax  -- even  if those  earnings  and gain  were not
received thereby from the QEF. In most  instances it will be very difficult,  if
not impossible, to make this election because of certain requirements thereof.
 
   
A  holder of stock in any PFIC may  elect to include in ordinary income for each
taxable year beginning after 1997 the excess,  if any, of the fair market  value
of  the  stock over  the adjusted  basis therein  as  of the  end of  that year.
Pursuant to the election, a deduction  (as an ordinary, not capital, loss)  also
will  be allowed for the excess, if any,  of the holder's adjusted basis in PFIC
stock over the fair market value thereof as of the taxable year-end, but only to
the extent of any net mark-to-market  gains with respect to that stock  included
in  income for  prior taxable  years. The  adjusted basis  in each  PFIC's stock
subject to  the election  will be  adjusted  to reflect  the amounts  of  income
included  and deductions taken thereunder. Regulations proposed in 1992 provided
a similar election with respect to the stock of certain PFICs.
    
 
    OPTIONS, FUTURES AND  FOREIGN CURRENCY TRANSACTIONS.  The Theme  Portfolios'
use  of hedging transactions,  such as selling  (writing) and purchasing options
and Futures and  entering into  Forward Contracts, involves  complex rules  that
will  determine,  for federal  income tax  purposes,  the amount,  character and
timing of recognition  of the  gains and losses  a Theme  Portfolio realizes  in
connection  therewith. Gains from the  disposition of foreign currencies (except
certain gains  that may  be  excluded by  future  regulations), and  gains  from
options, Futures and Forward Contracts derived by a Theme Portfolio with respect
to  its business of investing in  securities or foreign currencies, will qualify
as permissible income under the Income Requirement for that Theme Portfolio (or,
in the case of a Portfolio, its corresponding Feeder Fund).
 
                  Statement of Additional Information Page 40
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
Futures and  Forward Contracts  that are  subject to  section 1256  of the  Code
(other  than  those  that  are  part  of  a  "mixed  straddle")  ("Section  1256
Contracts") and that are  held by a  Theme Portfolio at the  end of its  taxable
year generally will be deemed to have been sold at that time at market value for
federal income tax purposes. Sixty percent of any net gain or loss recognized on
these  deemed sales, and  60% of any net  gain or loss  realized from any actual
sales of Section 1256  Contracts, will be treated  as long-term capital gain  or
loss,  and the balance will be treated  as short-term capital gain or loss. That
60% portion  will qualify  for the  reduced maximum  tax rates  on  noncorporate
taxpayers'  net capital gain enacted by the Tax Act -- 20% (10% for taxpayers in
the 15% marginal  tax bracket) for  gain recognized on  capital assets held  for
more  than  18  months  --  instead  of  the  28%  rate  in  effect  before that
legislation, which now  applies to gain  recognized on capital  assets held  for
more than one year but not more than 18 months.
    
 
Section  988 of the Code also may apply to gains and losses from transactions in
foreign currencies,  foreign-currency-denominated debt  securities and  options,
Futures  and Forward  Contracts on foreign  currencies ("Section  988" gains and
losses). Each Section  988 gain  or loss  generally is  computed separately  and
treated as ordinary income or loss. In the case of overlap between sections 1256
and  988, special provisions  determine the character and  timing of any income,
gain or loss. Each Theme Portfolio attempts to monitor section 988  transactions
to minimize any adverse tax impact.
 
If  a Theme Portfolio  has an "appreciated financial  position" -- generally, an
interest (including an interest through  an option, Futures or Forward  Contract
or  short sale) with respect to any stock, debt instrument (other than "straight
debt") or  partnership interest  the  fair market  value  of which  exceeds  its
adjusted  basis  --  and  enters  into a  "constructive  sale"  of  the  same or
substantially similar property, the  Theme Portfolio will  be treated as  having
made  an actual sale  thereof, with the  result that gain  will be recognized at
that time. A constructive sale generally consists of a short sale, an offsetting
notional principal contract  or Futures or  Forward Contract entered  into by  a
Theme  Portfolio or a related  person with respect to  the same or substantially
similar property. In addition, if the appreciated financial position is itself a
short sale  or  such a  contract,  acquisition  of the  underlying  property  or
substantially similar property will be deemed a constructive sale.
 
TAXATION OF THE FUNDS' SHAREHOLDERS
Dividends  and  other  distributions  declared  by a  Fund  in,  and  payable to
shareholders of record as  of a date  in, October, November  or December of  any
year  will  be  deemed  to have  been  paid  by  the Fund  and  received  by the
shareholders on December 31 of  that year if the  distributions are paid by  the
Fund  during  the following  January. Accordingly,  those distributions  will be
taxed to shareholders for the year in which that December 31 falls.
 
   
A portion  of the  dividends from  a Fund's  investment company  taxable  income
(whether  paid in cash or  reinvested in additional shares)  may be eligible for
the dividends-received deduction allowed  to corporations. The eligible  portion
may not exceed the aggregate dividends received by a Fund (directly or through a
Portfolio)  from U.S. corporations.  However, dividends received  by a corporate
shareholder and deducted by it pursuant to the dividends-received deduction  may
be subject indirectly to the federal alternative minimum tax.
    
 
If  Fund shares are sold at a loss after  being held for six months or less, the
loss will be treated  as long-term, instead of  short-term, capital loss to  the
extent  of any  capital gain distributions  received on  those shares. Investors
also should be aware that if shares are purchased shortly before the record date
for any dividend or other distribution, the shareholder will pay full price  for
the shares and receive some portion of the price back as a taxable distribution.
 
   
Dividends  paid by a  Fund to a shareholder  who, as to the  United States, is a
nonresident alien individual, nonresident alien fiduciary of a trust or  estate,
foreign  corporation  or foreign  partnership ("foreign  shareholder") generally
will be subject to U.S. withholding tax (at a rate of 30% or lower treaty rate).
Withholding will not apply, however, to a  dividend paid by a Fund to a  foreign
shareholder  that is "effectively connected with the  conduct of a U.S. trade or
business," in which case the  reporting and withholding requirements  applicable
to  domestic shareholders will  apply. A distribution  of net capital  gain by a
Fund to a foreign shareholder generally  will be subject to U.S. federal  income
tax  (at the rates applicable  to domestic persons) only  if the distribution is
"effectively connected"  or the  foreign shareholder  is treated  as a  resident
alien individual for federal income tax purposes.
    
 
The  foregoing  is a  general  and abbreviated  summary  of certain  federal tax
considerations affecting  the  Funds,  their shareholders  and  the  Portfolios.
Investors  are  urged  to  consult  their own  tax  advisers  for  more detailed
information and for  information regarding  any foreign, state  and local  taxes
applicable to distributions received from a Fund.
 
                  Statement of Additional Information Page 41
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                             ADDITIONAL INFORMATION
 
- --------------------------------------------------------------------------------
 
   
AIM  was organized in 1976, and along  with its subsidiaries, manages or advises
approximately 90 investment  company portfolios  encompassing a  broad range  of
investment  objectives.  AIM is  a  direct, wholly  owned  subsidiary of  A  I M
Management Group  Inc.  ("AIM Management"),  a  holding company  that  has  been
engaged  in  the  financial  services  business  since  1976.  AIM  is  the sole
shareholder  of  the  Funds'   principal  underwriter,  AIM  Distributors.   AIM
Management is an indirect wholly owned subsidiary of AMVESCAP PLC, 11 Devonshire
Square,  London, EC2M  4YR, England.  AMVESCAP PLC  and its  subsidiaries are an
independent investment management group that  has a significant presence in  the
institutional  and retail segment of the investment management industry in North
America and Europe, and a growing presence in Asia.
    
 
CUSTODIAN
State Street  Bank and  Trust  Company ("State  Street"), 225  Franklin  Street,
Boston,  Massachusetts  02110,  acts  as  custodian  of  the  Funds'  and  Theme
Portfolios' assets. State Street is authorized to establish and has  established
separate  accounts in  foreign currencies and  to cause securities  of the Theme
Portfolios to be  held in  separate accounts outside  the United  States in  the
custody of non-U.S. banks.
 
INDEPENDENT ACCOUNTANTS
   
The  Company's  and  Theme  Portfolios' independent  accountants  are  Coopers &
Lybrand L.L.P., One Post Office  Square, Boston, Massachusetts 02109. Coopers  &
Lybrand  L.L.P.  conducts  annual  audits  of  the  Portfolios'  and  the Funds'
financial statements, assists in  the preparation of  each Portfolio's and  each
Fund's  federal and state income  tax returns and consults  with the Company and
Global Investment Portfolio as to matters of accounting, regulatory filings, and
federal and state income taxation.
    
 
   
The audited financial statements  of the Company included  in this Statement  of
Additional Information have been examined by Coopers & Lybrand L.L.P., as stated
in  their  opinion appearing  herein,  and are  included  in reliance  upon such
opinion given  upon the  authority of  that firm  as experts  in accounting  and
auditing.
    
 
   
NAMES
    
   
Prior  to May 29, 1998, AIM Global  Consumer Products and Services Fund operated
under the name  of GT  Global Consumer Products  and Services  Fund; AIM  Global
Financial  Services Fund operated under the name of GT Global Financial Services
Fund; AIM Global Health Care  Fund operated under the  name of GT Global  Health
Care  Fund; AIM Global Infrastructure Fund operated  under the name of GT Global
Infrastructure Fund; AIM  Global Resources Fund  operated under the  name of  GT
Global  Natural Resources Fund; and  AIM Global Telecommunications Fund operated
under the name of GT Global Telecommunications Fund.
    
 
SPECIAL SERVICING AGREEMENT
   
Subject to  receipt of  an  exemptive order  from  the Securities  and  Exchange
Commission,  the  Funds  will  be  parties  to  a  Special  Servicing  Agreement
("Agreement") among the  Company on  behalf of the  Funds, AIM  Series Trust  on
behalf  of its sole series, AIM New  Dimension Fund ("New Dimension Fund"), AIM,
the Sub-adviser and GT Global Investor Services, Inc. The Agreement will provide
that, if the Company's Board of Directors determines that a Fund's share of  the
aggregate  expenses of New Dimension Fund is  less than the estimated savings to
the Fund from  the operation of  New Dimension  Fund, the Fund  will bear  those
expenses  in proportion to  the average daily  value of its  shares owned by New
Dimension Fund, provided that no Fund will  bear such expenses in excess of  the
estimated savings to it. Those savings are expected to result primarily from the
elimination  of numerous  separate shareholder accounts  that are  or would have
been invested directly in the Funds  and the resulting reduction in  shareholder
servicing  costs. Although  these cost  savings are  not certain,  the estimated
savings to  the Funds  generated by  the  operation of  New Dimension  Fund  are
expected  to be sufficient to offset most,  if not all, of the expenses incurred
by that Fund.
    
 
                  Statement of Additional Information Page 42
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                               INVESTMENT RESULTS
 
- --------------------------------------------------------------------------------
 
STANDARDIZED RETURNS
   
Each Fund's "Standardized Returns," as referred to in the Prospectus (see "Other
Information --  Performance  Information"  in  the  Prospectus),  is  calculated
separately for Class A and Class B shares of each Fund, as follows: Standardized
Return  (average  annual total  return ("T"))  is computed  by using  the ending
redeeming value ("ERV")  of a  hypothetical initial investment  of $1,000  ("P")
over  a period of years ("n") according  to the following formula as required by
the SEC: P(1+T)  to the (n)th  power =  ERV. The following  assumptions will  be
reflected  in computations made in accordance with this formula: (1) for Class A
shares, deduction of the maximum sales  charge of 4.75% from the $1,000  initial
investment;  (2)  for Class  B shares,  deduction  of the  applicable contingent
deferred sales charge imposed  on a redemption  of Class B  shares held for  the
period; (3) reinvestment of dividends and other distributions at net asset value
on the reinvestment date determined by the Company's Board of Directors; and (4)
a complete redemption at the end of any period illustrated.
    
 
The  Standardized Returns for the Class A and Class B shares of Health Care Fund
and Telecommunications Fund, stated as average annualized total returns for  the
periods shown, were:
 
<TABLE>
<CAPTION>
                                                               HEALTH      HEALTH      TELECOM-      TELECOM-
                                                                CARE        CARE      MUNICATIONS   MUNICATIONS
                                                                FUND        FUND         FUND          FUND
PERIOD                                                        (CLASS A)   (CLASS B)    (CLASS A)     (CLASS B)
- ------------------------------------------------------------  ---------   ---------   -----------   -----------
<S>                                                           <C>         <C>         <C>           <C>
Fiscal year ended Oct. 31, 1997.............................    22.27%      22.75%       12.11%        12.15%
Oct. 31, 1992 through Oct. 31, 1997.........................    15.24%        n/a        13.88%          n/a
April 1, 1993 (commencement of operations) through Oct. 31,
 1997.......................................................      n/a       20.09%         n/a         12.09%
Jan. 27, 1992 (commencement of operations) through Oct. 31,
 1997.......................................................      n/a         n/a        11.48%          n/a
Aug. 7, 1989 (commencement of operations) through Oct. 31,
 1997.......................................................    15.23%        n/a          n/a           n/a
</TABLE>
 
   
The  Standardized Returns for  the Class A  and Class B  shares of the Financial
Services Fund,  Infrastructure  Fund  and  Resources  Fund,  stated  as  average
annualized total returns for the periods shown, were:
    
 
   
<TABLE>
<CAPTION>
                                                              FINANCIAL   FINANCIAL    INFRA-      INFRA-
                                                              SERVICES    SERVICES    STRUCTURE   STRUCTURE   RESOURCES   RESOURCES
                                                                FUND        FUND        FUND        FUND        FUND        FUND
PERIOD                                                        (CLASS A)   (CLASS B)   (CLASS A)   (CLASS B)   (CLASS A)   (CLASS B)
- ------------------------------------------------------------  ---------   ---------   ---------   ---------   ---------   ---------
<S>                                                           <C>         <C>         <C>         <C>         <C>         <C>
Fiscal year ended Oct. 31, 1997.............................   23.74%      24.13%       4.18%       3.83%      16.81%      16.99%
May 31, 1994 (commencement of operations) through
 Oct. 31, 1997..............................................   13.70%      14.13%       8.30%       8.60%      18.64%      19.17%
</TABLE>
    
 
The  Standardized Returns  for the Class  A and  Class B shares  of the Consumer
Products and Services Fund, stated as  average annualized total returns for  the
periods shown, were:
 
<TABLE>
<CAPTION>
                                                              CONSUMER PRODUCTS   CONSUMER PRODUCTS
                                                                     AND                 AND
                                                                SERVICES FUND       SERVICES FUND
PERIOD                                                            (CLASS A)           (CLASS B)
- ------------------------------------------------------------  -----------------   -----------------
<S>                                                           <C>                 <C>
Fiscal year ended Oct. 31, 1997.............................        5.30%               4.95%
Dec. 30, 1994 (commencement of operations) to Oct. 31,
 1997.......................................................       27.70%              28.59%
</TABLE>
 
NON-STANDARDIZED RETURNS
In   addition  to   Standardized  Returns,  each   Fund  also   may  include  in
advertisements, sales  literature and  shareholder  reports other  total  return
performance   data  ("Non-Standardized  Return").   Non-Standardized  Return  is
calculated separately for Class  A and Class  B shares of each  Fund and may  be
calculated according to several different formulas. Non-Standardized Returns may
be  quoted for the same or different time periods for which Standardized Returns
are quoted. Non-Standardized  Returns may  or may  not take  sales charges  into
account;  performance data calculated without taking the effect of sales charges
into account will be higher than data including the effect of such charges.
 
Average annual Non-Standardized  Return ("T")  is computed by  using the  ending
redeeming  value ("ERV")  of a hypothetical  initial investment  of $1,000 ("P")
over a period of years ("n") according  to the following formula as required  by
the  SEC: P(1+T)  to the (n)th  power =  ERV. The following  assumptions will be
reflected in computations made in accordance with this
 
                  Statement of Additional Information Page 43
<PAGE>
                             AIM GLOBAL THEME FUNDS
formula: (1) no deduction  of sales charges; (2)  reinvestment of dividends  and
other  distributions at net  asset value on the  reinvestment date determined by
the Board; and (3) a complete redemption at the end of any period illustrated.
 
The average annual Non-Standardized Returns for  the Class A and Class B  shares
of  the  Health  Care  Fund  and  Telecommunications  Fund,  stated  as  average
annualized total returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                               HEALTH     HEALTH
                                                                CARE       CARE      TELECOM-      TELECOM-
                                                                FUND       FUND     MUNICATIONS   MUNICATIONS
                                                               (CLASS     (CLASS       FUND          FUND
PERIOD                                                           A)         B)       (CLASS A)     (CLASS B)
- ------------------------------------------------------------  --------   --------   -----------   -----------
<S>                                                           <C>        <C>        <C>           <C>
Fiscal year ended Oct. 31, 1997.............................   28.36%     27.75%      17.70%        17.15%
Oct. 31, 1992 through Oct. 31, 1997.........................   16.37%       n/a       14.99%          n/a
April 1, 1993 (commencement of operations) through Oct. 31,
 1997.......................................................     n/a      20.32%        n/a         12.38%
Jan. 27, 1992 (commencement of operations) through Oct. 31,
 1997.......................................................     n/a        n/a       12.43%          n/a
Aug. 7, 1989 (commencement of operations) through Oct. 31,
 1997.......................................................   15.92%       n/a         n/a           n/a
</TABLE>
 
   
The average annual Non-Standardized Returns for  the Class A and Class B  shares
of  the Financial Services Fund, Infrastructure  Fund and Resources Fund, stated
as aggregate total returns for the periods shown, were:
    
 
   
<TABLE>
<CAPTION>
                                                              FINANCIAL   FINANCIAL    INFRA-      INFRA-
                                                              SERVICES    SERVICES    STRUCTURE   STRUCTURE   RESOURCES   RESOURCES
                                                                FUND        FUND        FUND        FUND        FUND        FUND
PERIOD                                                        (CLASS A)   (CLASS B)   (CLASS A)   (CLASS B)   (CLASS A)   (CLASS B)
- ------------------------------------------------------------  ---------   ---------   ---------   ---------   ---------   ---------
<S>                                                           <C>         <C>         <C>         <C>         <C>         <C>
Fiscal year ended Oct. 31, 1997.............................    29.91%      29.13%      9.38%       8.83%       22.64%      21.99%
May 31, 1994 (commencement of operations) through Oct. 31,
 1997.......................................................    15.33%      14.76%      9.85%       9.31%       20.34%      19.74%
</TABLE>
    
 
The average annual Non-Standardized Returns for  the Class A and Class B  shares
of  the Consumer Products and Services  Fund, stated as average annualized total
returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                              CONSUMER    CONSUMER
                                                              PRODUCTS    PRODUCTS
                                                                 AND         AND
                                                              SERVICES    SERVICES
                                                                FUND        FUND
PERIOD                                                        (CLASS A)   (CLASS B)
- ------------------------------------------------------------  ---------   ---------
<S>                                                           <C>         <C>
Fiscal year ended Oct. 31, 1997.............................    10.55%       9.95%
Dec. 30, 1994 (commencement of operations) to Oct. 31,
 1997.......................................................    29.91%      29.25%
</TABLE>
 
Aggregate Non-Standardized Return ("T") is computed by using the ending value of
the account  ("VOA")  of  a  hypothetical initial  investment  of  $1,000  ("P")
according  to the following  formula: T =  (VOA/P)-1. Aggregate Non-Standardized
Return assumes reinvestment  of dividends  and other distributions  and, as  set
forth below, may or may not take sales charges into account.
 
The  aggregate Non-Standardized Returns (not  taking sales charges into account)
for  the  Class   A  and  Class   B  shares   of  the  Health   Care  Fund   and
Telecommunications  Fund,  stated as  aggregate  total returns  for  the periods
shown, were:
 
<TABLE>
<CAPTION>
                                                               HEALTH      HEALTH      TELECOM-      TELECOM-
                                                                CARE        CARE      MUNICATIONS   MUNICATIONS
                                                                FUND        FUND         FUND          FUND
PERIOD                                                        (CLASS A)   (CLASS B)    (CLASS A)     (CLASS B)
- ------------------------------------------------------------  ---------   ---------   -----------   -----------
<S>                                                           <C>         <C>         <C>           <C>
April 1, 1993 (commencement of operations) through Oct. 31,
 1997.......................................................       n/a     133.44%         n/a         70.76   %
Jan. 27, 1992 (commencement of operations) through Oct. 31,
 1997.......................................................      n/a         n/a        96.32%          n/a
Aug. 7, 1989 (commencement of operations) through Oct. 31,
 1997.......................................................   237.37%        n/a          n/a           n/a
</TABLE>
 
   
The aggregate Non-Standardized Returns (not  taking sales charges into  account)
for   the  Class  A  and  Class  B   shares  of  the  Financial  Services  Fund,
Infrastructure Fund and Resources  Fund, stated as  aggregate total returns  for
the period shown were:
    
 
   
<TABLE>
<CAPTION>
                                                              FINANCIAL   FINANCIAL    INFRA-      INFRA-
                                                              SERVICES    SERVICES    STRUCTURE   STRUCTURE   RESOURCES   RESOURCES
                                                                FUND        FUND        FUND        FUND        FUND        FUND
PERIOD                                                        (CLASS A)   (CLASS B)   (CLASS A)   (CLASS B)   (CLASS A)   (CLASS B)
- ------------------------------------------------------------  ---------   ---------   ---------   ---------   ---------   ---------
<S>                                                           <C>         <C>         <C>         <C>         <C>         <C>
May 31, 1994 (commencement of operations) through Oct. 31,
 1997.......................................................   62.87%      60.13%      37.89%      35.59%      88.33%      85.14%
</TABLE>
    
 
The  aggregate Non-Standardized Returns (not  taking sales charges into account)
for the Class A and Class B  shares of the Consumer Products and Services  Fund,
stated as aggregate total returns for the period shown, were:
 
<TABLE>
<CAPTION>
                                                              CONSUMER PRODUCTS   CONSUMER PRODUCTS
                                                                     AND                 AND
                                                                SERVICES FUND       SERVICES FUND
PERIOD                                                            (CLASS A)           (CLASS B)
- ------------------------------------------------------------  -----------------   -----------------
<S>                                                           <C>                 <C>
Dec. 30, 1994 (commencement of operations) to Oct. 31,
 1997.......................................................       110.02%             107.02%
</TABLE>
 
                  Statement of Additional Information Page 44
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
The  aggregate Non-Standardized Returns (taking  sales charges into account) for
the Class A and Class  B shares of the  Health Care Fund and  Telecommunications
Fund, stated as aggregate total returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                               HEALTH      HEALTH      TELECOM-      TELECOM-
                                                                CARE        CARE      MUNICATIONS   MUNICATIONS
                                                                FUND        FUND         FUND          FUND
PERIOD                                                        (CLASS A)   (CLASS B)    (CLASS A)     (CLASS B)
- ------------------------------------------------------------  ---------   ---------   -----------   -----------
<S>                                                           <C>         <C>         <C>           <C>
April 1, 1993 (commencement of operations) through Oct. 31,
 1997.......................................................       n/a     131.44%        n/a          68.76   %
Jan. 27, 1992 (commencement of operations) through Oct. 31,
 1997.......................................................      n/a         n/a       87.00%          n/a
Aug. 7, 1989 (commencement of operations) through Oct. 31,
 1997.......................................................   221.34%        n/a         n/a           n/a
</TABLE>
 
   
The  aggregate Non-Standardized Returns (taking  sales charges into account) for
the Class A and  Class B shares of  the Financial Services Fund,  Infrastructure
Fund and Resources Fund, stated as aggregate total returns for the periods shown
were:
    
 
   
<TABLE>
<CAPTION>
                                                              FINANCIAL   FINANCIAL    INFRA-      INFRA-
                                                              SERVICES    SERVICES    STRUCTURE   STRUCTURE   RESOURCES   RESOURCES
                                                                FUND        FUND        FUND        FUND        FUND        FUND
PERIOD                                                        (CLASS A)   (CLASS B)   (CLASS A)   (CLASS B)   (CLASS A)   (CLASS B)
- ------------------------------------------------------------  ---------   ---------   ---------   ---------   ---------   ---------
<S>                                                           <C>         <C>         <C>         <C>         <C>         <C>
May 31, 1994 (commencement of operations) through Oct. 31,
 1997.......................................................   55.13%      57.13%      31.34%      32.59%      79.38%      82.14%
</TABLE>
    
 
The  aggregate Non-Standardized Returns (taking  sales charges into account) for
the Class A  and Class  B shares  of the  Consumer Products  and Services  Fund,
stated as aggregate total returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                              CONSUMER PRODUCTS   CONSUMER PRODUCTS
                                                                     AND                 AND
                                                                SERVICES FUND       SERVICES FUND
PERIOD                                                            (CLASS A)           (CLASS B)
- ------------------------------------------------------------  -----------------   -----------------
<S>                                                           <C>                 <C>
Dec. 30, 1994 (commencement of operations) to Oct. 31,
 1997.......................................................       100.04%             104.02%
</TABLE>
 
Each Fund's investment results will vary from time to time depending upon market
conditions,  the composition of each Fund's  portfolio and operating expenses of
each Fund,  so  that  current or  past  yield  or total  return  should  not  be
considered  representative of what  an investment in  each Fund may  earn in any
future period. These  factors and possible  differences in the  methods used  in
calculating  investment results should be  considered when comparing each Fund's
investment results with those published for other investment companies and other
investment vehicles. Each Fund's results  also should be considered relative  to
the risks associated with such Fund's investment objective and policies.
 
IMPORTANT POINTS TO NOTE ABOUT DATA RELATING TO WORLD EQUITY AND BOND MARKETS
Each  Fund and AIM Distributors may from  time to time, in advertisements, sales
literature and reports furnished to present or prospective shareholders, compare
a Fund with the following, among others:
 
        (1) The Consumer Price Index ("CPI"), which is a measure of the  average
    change  in prices over time  in a fixed market  basket of goods and services
    (e.g., food,  clothing, shelter,  fuels, transportation  fares, charges  for
    doctors' and dentists' services, prescription medicines, and other goods and
    services  that people  buy for day-to-day  living). There  is inflation risk
    which does not affect a security's value but its purchasing power, i.e., the
    risk of changing price levels in the economy that affects security prices or
    the price of goods and services.
 
        (2) Data  and  mutual fund  rankings  published or  prepared  by  Lipper
    Analytical  Data  Services,  Inc.  ("Lipper"),  CDA/Wiesenberger  Investment
    Companies Service ("CDA/Wiesenberger"),  Morningstar, Inc.  ("Morningstar"),
    Micropal,  Inc. and/or other companies that rank and/or compare mutual funds
    by overall  performance,  investment  objectives,  assets,  expense  levels,
    periods  of existence and/or other factors. In  this regard each Fund may be
    compared to  its  "peer  group"  as  defined  by  Lipper,  CDA/Wiesenberger,
    Morningstar  and/or  other firms,  as applicable,  or  to specific  funds or
    groups of funds within or outside of such peer group. Lipper generally ranks
    funds on the basis of total return, assuming reinvestment of  distributions,
    but  does not take sales charges  or redemption fees into consideration, and
    is prepared without regard  to tax consequences. In  addition to the  mutual
    fund  rankings,  the  Fund's  performance may  be  compared  to  mutual fund
    performance indices prepared by Lipper. Morningstar is a mutual fund  rating
    service  that  also  rates  mutual  funds  on  the  basis  of  risk-adjusted
    performance. Morningstar ratings  are calculated from  a fund's three,  five
    and  ten year average annual returns  with appropriate fee adjustments and a
    risk factor that reflects fund performance relative to the three-month  U.S.
    Treasury  bill monthly  returns. Ten percent  of the funds  in an investment
    category receive five stars  and 22.5% receive four  stars. The ratings  are
    subject to change each month.
 
                  Statement of Additional Information Page 45
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
        (3)  Bear  Stearns Foreign  Bond  Index, which  provides  simple average
    returns for individual countries and gross national product ("GNP") weighted
    index, beginning in 1975.  The returns are broken  down by local market  and
    currency.
 
        (4)  Ibbotson  Associates  International Bond  Index,  which  provides a
    detailed breakdown of local market and currency returns since 1960.
 
        (5) Standard & Poor's 500 Composite Stock Price Index, which is a widely
    recognized index  composed of  the  capitalization-weighted average  of  the
    price of 500 of the largest publicly traded stocks in the United States.
 
        (6) Dow Jones Industrial Average.
 
        (7) CNBC/Financial News Composite Index.
 
        (8) Morgan Stanley Capital International World Indices, including, among
    others, the Morgan Stanley Capital International Europe, Australia, Far East
    Index  ("EAFE Index").  The EAFE  index is an  unmanaged index  of more than
    1,000 companies in Europe, Australia and the Far East.
 
        (9) Morgan Stanley  Capital International All  Country (AC) World  index
    ("MSCI").  The  MSCI is  a broad,  unmanaged index  of global  stock prices,
    currently comprising 2,500 different issuers,  located in 47 countries,  and
    grouped in 38 separate industries.
 
       (10)  Salomon Brothers World  Government Bond Index  and Salomon Brothers
    World Government Bond Index-Non-U.S., each of  which is a widely used  index
    composed of world government bonds.
 
       (11)  The  World  Bank  Publication  of  Trends  in  Developing Countries
    ("TIDE"), which provides brief reports on most of the World Bank's borrowing
    members. The World  Development Report  is published annually  and looks  at
    global   and  regional  economic  trends  and  their  implications  for  the
    developing economies.
 
       (12) Salomon Brothers Global Telecommunications Index, which is  composed
    of telecommunications companies in the developing and emerging countries.
 
       (13)  Datastream and  Worldscope, each  of which  is an  on-line database
    retrieval service  for information,  including international  financial  and
    economic data.
 
       (14)  International  Financial  Statistics,  which  is  produced  by  the
    International Monetary Fund ("IMF").
 
       (15) Various publications and reports produced by the World Bank and  its
    affiliates.
 
       (16)  Various publications from the International Bank for Reconstruction
    and Development.
 
   
       (17) Various publications  produced by ratings  agencies such as  Moody's
    Investors  Service,  Standard  &  Poor's,  a  division  of  The  McGraw-Hill
    Companies, Inc. and Fitch.
    
 
       (18) Wilshire Associates, which is an on-line database for  international
    financial  and economic data including performance  measure for a wide range
    of securities.
 
       (19) Bank Rate National Monitor Index, which is an average of the  quoted
    rates for 100 leading banks and thrifts in ten U.S. cities.
 
       (20)  International  Finance  Corporation ("IFC")  Emerging  Markets Data
    Base, which  provides  detailed statistics  on  stock and  bond  markets  in
    developing countries.
 
       (21)  Various publications from the Organization for Economic Cooperation
    and Development ("OECD").
 
       (22) Average of  savings accounts,  which is a  measure of  all kinds  of
    savings deposits, including longer-term certificates. Savings accounts offer
    a  guaranteed rate  of return on  principal, but no  opportunity for capital
    growth. During  a portion  of the  period, the  maximum rates  paid on  some
    savings deposits were fixed by law.
 
Indices,  economic and  financial data prepared  by the  research departments of
various  financial  organizations,  such  as  Salomon  Brothers,  Inc.,   Lehman
Brothers,  Merrill  Lynch,  Pierce,  Fenner &  Smith,  Inc.,  Financial Research
Corporation, J.P. Morgan, Morgan Stanley,  Smith Barney Shearson, S.G.  Warburg,
Jardine  Flemming,  The Bank  for  International Settlements,  Asian Development
Bank, Bloomberg,  L.P.,  and  Ibbotson  Associates, may  be  used,  as  well  as
information  reported by the Federal Reserve and the respective central banks of
various nations. In  addition, AIM  Distributors may  use performance  rankings,
ratings and commentary reported periodically in national financial publications,
including  Money Magazine,  Mutual Fund  Magazine, Smart  Money, Global Finance,
EuroMoney, Financial World, Forbes, Fortune, Business
 
                  Statement of Additional Information Page 46
<PAGE>
                             AIM GLOBAL THEME FUNDS
Week,  Latin  Finance,  The  Wall  Street  Journal,  Emerging  Markets   Weekly,
Kiplinger's Guide To Personal Finance, Barron's, The Financial Times, USA Today,
The  New York  Times, Far Eastern  Economic Review, The  Economist and Investors
Business Digest.  Each  Fund  may  compare its  performance  to  that  of  other
compilations  or indices of  comparable quality to those  listed above and other
indices that may be developed and made available in the future.
 
Information  relating  to   foreign  market   performance,  capitalization   and
diversification  is based on sources believed to  be reliable but may be subject
to revision  and  has  not been  independently  verified  by the  Funds  or  AIM
Distributors.  The  authors  and  publishers  of such  material  are  not  to be
considered as "experts" under the 1933 Act, on account of the inclusion of  such
information herein.
 
A  portion of the performance  figures for each market  includes the positive or
negative effects of the currency exchange rates effective at December 31 of each
year between the U.S. dollar and currency of the foreign market (e.g.,  Japanese
Yen,  German Deutschemark  and Hong  Kong Dollar).  A foreign  currency that has
strengthened or weakened against the  U.S. dollar will positively or  negatively
affect the reported returns, as the case may be.
 
AIM  Distributors  believes that  this information  may  be useful  to investors
considering whether and to  what extent to  diversify their investments  through
the purchase of mutual funds investing in securities on a global basis. However,
this  data is not a representation of the  past performance of any of the Funds,
nor is it a prediction  of such performance. The  performance of the Funds  will
differ  from the historical performance of  relevant indices. The performance of
indices does not take expenses into account, while each Fund incurs expenses  in
its  operations, which will reduce performance. Each of these factors will cause
the performance of each Fund to differ from relevant indices.
 
   
From time to time,  each Fund and  AIM Distributors may refer  to the number  of
shareholders  in the Funds  or the aggregate  number of shareholders  in all AIM
Funds or the dollar amount of each Fund's assets under management or rankings by
DALBAR Surveys, Inc. in advertising materials.
    
 
AIM Distributors may provide information designed to help individuals understand
their investment goals  and explore various  financial strategies. For  example,
AIM  Distributors may  describe general principles  of investing,  such as asset
allocation, diversification and risk tolerance.  Each Fund does not represent  a
complete  investment  program,  and  investors  should  consider  each  Fund  as
appropriate for a portion of their  overall investment portfolio with regard  to
their   long-term  investment  goals.  There  is  no  assurance  that  any  such
information will lead to achieving these goals or guarantee future results.
 
   
From time to time, AIM Distributors may refer to or advertise the names of  U.S.
and  non-U.S. companies and  their products, although there  can be no assurance
that any AIM Fund may own the securities of these companies.
    
 
Ibbotson  Associates  of  Chicago,  Illinois  ("Ibbotson")  provides  historical
returns  of the capital  markets in the United  States, including common stocks,
small  capitalization  stocks,  long-term  corporate  bonds,   intermediate-term
government  bonds, long-term government bonds, Treasury  bills, the U.S. rate of
inflation (based on the CPI), and  combinations of various capital markets.  The
performance  of  these capital  markets are  based on  the returns  of different
indices.
 
   
AIM Funds  may  use  the  performance  of these  capital  markets  in  order  to
demonstrate   general   risk-versus-reward  investment   scenarios.  Performance
comparisons may also include  the value of a  hypothetical investment in any  of
these  capital  markets. The  risks associated  with the  security types  in any
capital market  may  or may  not  correspond directly  to  those of  the  Funds.
Ibbotson calculates total returns in the same method as the Funds.
    
 
Each  Fund may  quote various measures  of volatility  and benchmark correlation
such as beta, standard deviation and R(2) in advertising. In addition, each Fund
may compare these measures to those of other funds. Measures of volatility  seek
to  compare each Fund's historical share  price fluctuations or total returns to
those of a benchmark.
 
Each Fund may advertise  examples of the effects  of periodic investment  plans,
including the principle of dollar cost averaging programs. In such a program, an
investor  invests a fixed dollar amount in a fund at periodic intervals, thereby
purchasing fewer shares  when prices are  high and more  shares when prices  are
low.  While such a strategy does not assure  a profit or guard against loss in a
declining market, the  investor's average cost  per share can  be lower than  if
fixed  numbers of shares are purchased at the same intervals. In evaluating such
a plan, investors should  consider their ability  to continue purchasing  shares
through periods of low price levels.
 
   
Each  Fund may describe in its sales material and advertisements how an investor
may invest in AIM Funds through various retirement plans or other programs  that
offer  deferral of income taxes on investment  earnings and pursuant to which an
investor may make deductible contributions.  Because of their advantages,  these
retirement  plans  and  programs  may  produce  returns  superior  to comparable
non-retirement  investments.  For  example,  a  $10,000  investment  earning   a
    
 
                  Statement of Additional Information Page 47
<PAGE>
                             AIM GLOBAL THEME FUNDS
   
taxable  return of 10% annually  would have an after-tax  value of $17,976 after
ten years, assuming tax was deducted from the return each year at a 39.6%  rate.
An  equivalent tax-deferred investment would have  an after-tax value of $19,626
after ten years, assuming  tax was deducted  at a 39.6%  rate from the  deferred
earnings   at  the   end  of  the   ten-year  period.  In   sales  material  and
advertisements, the  Fund  may  also  discuss  these  plans  and  programs.  See
"Information Relating to Sales and Redemptions -- Individual Retirement Accounts
("IRAs") and Other Tax-Deferred Plans."
    
 
AIM  Distributors may from time  to time in its  sales materials and advertising
discuss the risks inherent in investing. The major types of investment risk  are
market  risk, industry risk, credit risk, interest rate risk, liquidity risk and
inflation risk. Risk represents the possibility that you may lose some or all of
your investment over a period of time. A basic tenet of investing is the greater
the potential reward, the greater the risk.
 
From time  to  time, the  Funds  and  AIM Distributors  will  quote  information
regarding  industries, individual countries, regions, world stock exchanges, and
economic  and  demographic  statistics  from  sources  AIM  Distributors   deems
reliable,  including the economic and financial data of financial organizations,
such as:
 
 1) Stock market  capitalization:  Morgan Stanley  Capital  International  World
    Indices, IFC and Datastream.
 
 2) Stock  market trading volume: Morgan  Stanley Capital International Industry
    Indices and IFC.
 
 3) The number  of listed  companies: IFC,  GT Guide  to World  Equity  Markets,
    Salomon Brothers, Inc., and S.G. Warburg.
 
 4) Wage  rates: U.S. Department of Labor  Statistics and Morgan Stanley Capital
    International World Indices.
 
 5) International industry  performance:  Morgan Stanley  Capital  International
    World Indices, Wilshire Associates and Salomon Brothers, Inc.
 
 6) Stock   market  performance:  Morgan  Stanley  Capital  International  World
    Indices, IFC and Datastream.
 
 7) The Consumer Price Index and inflation rate: The World Bank, Datastream  and
    IFC.
 
 8) Gross Domestic Product ("GDP"): Datastream and The World Bank.
 
 9) GDP growth rate: IFC, The World Bank and Datastream.
 
10) Population: The World Bank, Datastream and United Nations.
 
11) Average annual growth rate (%) of population: The World Bank, Datastream and
    United Nations.
 
12) Age distribution within populations: OECD and United Nations.
 
13) Total exports and imports by year: IFC, The World Bank and Datastream.
 
14) Top  three companies by country, industry or  market: IFC, GT Guide to World
    Equity Markets, Salomon Brothers Inc., and S.G. Warburg.
 
15) Foreign direct  investments  to developing  countries:  The World  Bank  and
    Datastream.
 
16) Supply,  consumption,  demand  and  growth in  demand  of  certain products,
    services and industries, including, but  not limited to electricity,  water,
    transportation, construction materials, natural resources, technology, other
    basic infrastructure, financial services, health care services and supplies,
    consumer products and services and telecommunications equipment and services
    (sources  of such information may include, but  would not be limited to, The
    World Bank, OECD, IMF, Bloomberg and Datastream).
 
17) Standard deviation and performance returns for U.S. and non-U.S. equity  and
    bond markets: Morgan Stanley Capital International.
 
18) Countries  restructuring their debt,  including those under  the Brady Plan:
    the Sub-adviser.
 
19) Political and economic structure of countries: Economist Intelligence Unit.
 
20) Government and  corporate bonds  -- credit  ratings, yield  to maturity  and
    performance returns: Salomon Brothers, Inc.
 
21) Dividend yields for U.S. and non-U.S. companies: Bloomberg.
 
From  time to time, AIM Distributors may include in its advertisements and sales
material,  information  about  privatization,  which  is  an  economic   process
involving the sale of state-owned companies to the private sector.
 
                  Statement of Additional Information Page 48
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
In  advertising and sales  materials, AIM Distributors may  make reference to or
discuss its products, services and accomplishments. Among these  accomplishments
are  that in 1983 the Sub-adviser provided  assistance to the government of Hong
Kong in  linking its  currency to  the U.S.  dollar, and  that in  1987  Japan's
Ministry  of Finance  licensed LGT  Asset Management  Ltd. as  one of  the first
foreign  discretionary  investment   managers  for   Japanese  investors.   Such
accomplishments,  however,  should  not  be  viewed  as  an  endorsement  of the
Sub-adviser by the government of Hong  Kong, Japan's Ministry of Finance or  any
other  government or government  agency. Nor do any  such accomplishments of the
Sub-adviser provide any assurance that the Funds' investment objectives will  be
achieved.
    
 
GENERAL INFORMATION ABOUT THE THEME FUNDS AND THEME PORTFOLIOS
Each   Theme  Portfolio  may  invest  worldwide  across  industries  within  the
Portfolio's area of concentration without national or regional restrictions. The
ability of each  Theme Portfolio  to invest  worldwide may  allow the  portfolio
managers to select industries in different economic cycles and varying stages of
development,  though there is no assurance  that the managers will be successful
in this selection.
 
Each Theme Portfolio's area  of concentration reflects  the underlying theme  of
the  Portfolio.  AIM  Distributors  believes  that  there  are  certain  social,
political and economic trends that may  benefit one or more industries within  a
Theme  Portfolio's area of concentration. Of  course, there is no assurance that
any of the Funds will benefit as a result.
 
HEALTH CARE FUND
From time to time the Fund and AIM Distributors will quote information including
data regarding:
 
    / / Trading volume, number of listed companies and the largest companies  of
        the global health care industry
 
    / / Expenditures by various countries, regions and age groups on health care
 
    / / Population of countries, regions and age groups
 
    / / Natality  and  mortality rates  in  various regions,  countries  and age
        groups
 
    / / Life expectancy rates in various regions, countries and age groups
 
    / / New health care products and products seeking approval
 
    / / Health maintenance organizations (HMOs) and their enrollment growth
 
    / / Studies from,  but  not limited  to,  the American  Medical  Association
        showing the effectiveness of using drugs to cure illness
 
    / / Medical technology and devices in use or in development
 
    / / Regulatory environment of health care industries
 
    / / Consolidation in the health care industries
 
The  information quoted  has not  been independently verified  by a  Fund or AIM
Distributors and will be based on data provided that is believed to be  reliable
and accurate from sources including the following:
 
    / / Research  firms such as  Mehta and Isaly  which publishes PHARMACEUTICAL
        PORTFOLIO RECOMMENDATIONS
 
    / / OECD and its publications such as the OECD HEALTH DATA, as  supplemented
        annually
 
    / / Morgan  Stanley Capital International stock market industry indices such
        as Health & Personal Care
 
    / / The World  Bank  and its  publications  such as  THE  WORLD  DEVELOPMENT
        REPORT, as supplemented annually
 
    / / IFC and publications such as the EMERGING STOCK MARKETS FACTBOOK
 
INFORMATION ABOUT THE GLOBAL HEALTH CARE INDUSTRIES
The Fund and the Sub-adviser believe that certain market and demographic factors
merit  an  investor's  consideration  when  making  a  health  care  investment.
Worldwide  standards  of  living  and  life  expectancy  have  increased  at   a
substantial  rate.  The  Sub-adviser expects  this  growth, which  works  to the
general benefit of  the global health  care industry, to  continue at a  roughly
comparable  rate in  the future,  although no  assurances can  be given  in this
regard. Moreover,  according  to  the  Sub-adviser,  the  health  care  industry
historically  has proven to be a relatively non-cyclical industry that continues
to provide goods and services to the  public in periods of economic weakness  as
well as economic strength.
 
The  Sub-adviser believes that  the anticipated increase  in the world's elderly
population could  increase demand  for health  care products  and services.  For
example,  according to data compiled by the  Sub-adviser, in Japan the number of
people age 65  and older  is expected to  grow over  100% by the  year 2025;  in
Germany, France and the U.S., the same age group should grow 40%. Similarly, the
U.S.  Census Bureau predicts the  number of Americans 85  and older to double in
the next
 
                  Statement of Additional Information Page 49
<PAGE>
                             AIM GLOBAL THEME FUNDS
30 years.  From  time  to  time,  the  Fund  and  AIM  Distributors  will  quote
information   including,  but  not  limited  to,  international  data  regarding
populations,  birth  rates,  mortality  rates,  life  expectancy,  health   care
expenditures,  and gross domestic  product vs. life  expectancy. The information
quoted has not been independently verified  by the Fund or AIM Distributors  and
will be based on data that is believed to be reliable and accurate.
 
TELECOMMUNICATIONS FUND
From time to time the Fund and AIM Distributors will quote information including
data regarding:
 
    / / Increased  usage  of  new  technologies such  as,  but  not  limited to,
        cellular  and  wireless  communications  in  emerging  and   established
        countries around the world
 
    / / Supply and demand of telephone equipment and services
 
    / / Regulatory environment of telecommunications industries
 
    / / Revenue, price and usage of telecommunications products and services
 
    / / Privatization and/or deregulation of telecommunications companies
 
The  information quoted has not  been independently verified by  the Fund or AIM
Distributors and will be based on data provided that is believed to be  reliable
and accurate from sources including the following:
 
    / / Salomon  Brothers World Equity  Telecommunications Index, which includes
        stock market data about  the telecommunications industry in  established
        and developing markets
 
    / / OECD   and  other  publications  from   its  subsidiaries  such  as  the
        International Telecommunications Union
 
    / / Morgan Stanley Capital International stock market industry indices  such
        as  Telecommunications, Broadcasting & Publishing  and Data Processing &
        Reproduction
 
    / / International Technology Consultants, a Washington D.C. based firm which
        publishes reports such as EASTERN  EUROPEAN & SOVIET TELECOM REPORT  and
        LATIN AMERICAN TELECOM REPORT
 
    / / Telegeography and other publications
 
DEREGULATION IN THE UNITED STATES
The  United States  has been  the bellwether  for deregulation  of the telephone
industry. The  divestiture  of  the  Bell System  from  American  Telephone  and
Telegraph  has  produced competing  companies in  the  United States.  Such U.S.
market-driven competition has,  for example,  led to lower  costs for  consumers
which in turn led to greater consumer usage and to higher industrywide revenues.
The  Sub-adviser expects this scenario to  continue to benefit such companies in
the U.S. and to similarly to  be realized by the established  telecommunications
companies  in established economies, although no  assurances can be made in this
regard.
 
CONSUMER PRODUCTS AND SERVICES FUND
From time to time the Fund and AIM Distributors will quote information including
data regarding:
 
    / / Trading volume, number of listed companies and the largest companies
        located around the world in the consumer products and services
        industries
 
    / / Expenditures, demand and consumption by various countries, regions,
        income classes and age groups of consumer products and services
 
    / / Population of countries, regions and age groups
 
    / / Life expectancy rates in various regions, countries and age groups
 
    / / New consumer products and services in the development or manufacturing
        stages
 
    / / Income of various regions, countries and age groups
 
    / / Sales and sales growth of consumer products and services companies in
        their own country and abroad
 
    / / Sales, supply and demand of consumer products and services
 
    / / Parent Companies and the products and services they distribute
 
    / / Regulatory environment of consumer products industries
 
The information quoted  will not be  independently verified by  the Fund or  AIM
Distributors  and will be based on data provided that is believed to be reliable
and accurate from sources including the following:
 
    / / Consumer and trade groups
 
                  Statement of Additional Information Page 50
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
    / / Fortune magazine and other periodicals
 
    / / The World Bank and its publications
 
    / / The International Monetary Fund (IMF) and its publications
 
    / / IFC and its publications
 
    / / OECD and its publications
 
INFRASTRUCTURE FUND
From time to time the Fund and AIM Distributors may quote information including:
 
    / / Supply and  demand of  telephone  equipment and  services,  electricity,
        water, transportation, construction materials and other
        infrastructure-related products and services
 
    / / Regulatory environment of infrastructure industries
 
    / / Quantity and costs of current and projected infrastructure projects
 
    / / Privatization of industries and companies
 
    / / New   technologies,  products   and  services   used  in  infrastructure
        industries
 
    / / Infrastructure Finance Magazine and other periodicals
 
FINANCIAL SERVICES FUND
From time to time the Fund and AIM Distributors may quote information including:
 
    / / Supply and demand of financial services
 
    / / Regulatory environment of financial service industries
 
    / / Credit ratings of U.S. and non-U.S. banks
 
    / / New technologies, products and services  used in the financial  services
        industries
 
    / / Consolidation in the financial services industries
 
   
RESOURCES FUND
    
From time to time the Fund and AIM Distributors may quote information including:
 
    / / Supply, demand and prices of natural resources
 
    / / Regulatory environment of natural resources
 
    / / Supply,   demand  and  prices  of  products  manufactured  from  natural
        resources
 
    / / New technologies, products  and services used  in the natural  resources
        industries
 
                  Statement of Additional Information Page 51
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                          DESCRIPTION OF DEBT RATINGS
 
- --------------------------------------------------------------------------------
 
DESCRIPTION OF BOND RATINGS
    MOODY'S INVESTORS SERVICE, INC. ("Moody's") rates the debt securities issued
by  various entities from "Aaa"  to "C." Investment grade  ratings are the first
four categories:
 
        Aaa -- Bonds which are rated Aaa  are judged to be of the best  quality.
    They carry the smallest degree of investment risk and are generally referred
    to  as "gilt  edged." Interest payments  are protected  by a large  or by an
    exceptionally stable  margin  and principal  is  secure. While  the  various
    protective  elements are likely to change, such changes as can be visualized
    are most  unlikely  to impair  the  fundamentally strong  position  of  such
    issues.
 
        Aa  -- Bonds which are rated Aa are  judged to be of high quality by all
    standards. Together  with the  Aaa group  they comprise  what are  generally
    known  as high grade bonds. They are rated lower than the best bonds because
    margins of  protection  may  not  be  as  large  as  in  Aaa  securities  or
    fluctuation  of protective elements may be of greater amplitude or there may
    be other  elements present  which make  the long-term  risk appear  somewhat
    larger than the Aaa securities.
 
        A  --  Bonds  which  are  rated  A  possess  many  favorable  investment
    attributes and  are  to  be considered  as  upper-medium-grade  obligations.
    Factors  giving security to principal  and interest are considered adequate,
    but elements may  be present  which suggest a  susceptibility to  impairment
    some time in the future.
 
        Baa  --  Bonds  which  are  rated  Baa  are  considered  as medium-grade
    obligations, (i.e., they are neither  highly protected nor poorly  secured).
    Interest payments and principal security appear adequate for the present but
    certain  protective  elements may  be lacking  or may  be characteristically
    unreliable over  any  great length  of  time. Such  bonds  lack  outstanding
    investment  characteristics and in fact  have speculative characteristics as
    well.
 
        Ba -- Bonds which are rated Ba are judged to have speculative  elements;
    their  future cannot be considered as  well-assured. Often the protection of
    interest and principal payments may be  very moderate, and thereby not  well
    safeguarded  during both good and bad  times over the future. Uncertainty of
    position characterizes bonds in this class.
 
        B --  Bonds which  are rated  B generally  lack characteristics  of  the
    desirable  investment. Assurance  of interest  and principal  payments or of
    maintenance of other terms of the contract over any long period of time  may
    be small.
 
        Caa  -- Bonds which are rated Caa  are of poor standing. Such issues may
    be in default or  there may be  present elements of  danger with respect  to
    principal or interest.
 
        Ca  --  Bonds  which  are  rated  Ca  represent  obligations  which  are
    speculative in a high degree. Such issues are often in default or have other
    marked shortcomings.
 
        C -- Bonds which are  rated C are the lowest  rated class of bonds,  and
    issues  so rated can be regarded as  having extremely poor prospects of ever
    attaining any real investment standing.
 
ABSENCE OF RATING: Where no rating has been assigned or where a rating has  been
suspended  or withdrawn, it may  be for reasons unrelated  to the quality of the
issue.
 
Should no rating be assigned, the reason may be one of the following:
 
         1. An application for rating was not received or accepted.
 
         2. The issue or  issuer belongs to a  group of securities or  companies
    that are not rated as a matter of policy.
 
         3. There is a lack of essential data pertaining to the issue or issuer.
 
         4.  The issue  was privately  placed, in which  case the  rating is not
    published in Moody's publications.
 
Suspension or withdrawal may occur if new and material circumstances arise,  the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable  up-to-date data  to permit  a judgment  to be  formed; if  a bond is
called for redemption; or for other reasons.
 
                  Statement of Additional Information Page 52
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
Note: Moody's applies  numerical modifiers, 1,  2 and 3  in each generic  rating
classification  from Aa to Caa. The modifier  1 indicates that the Company ranks
in the higher end  of its generic  rating category; the  modifier 2 indicates  a
mid-range  ranking; and the modifier  3 indicates that the  Company ranks in the
lower end of its generic rating category.
 
    STANDARD & POOR'S, a  division of The  McGraw-Hill Companies, Inc.  ("S&P"),
rates  the securities debt of various  entities in categories ranging from "AAA"
to "D"  according  to quality.  Investment  grade  ratings are  the  first  four
categories:
 
        AAA -- An obligation rated "AAA" has the highest rating assigned by S&P.
    The obligor's capacity to meet its financial commitment on the obligation is
    extremely strong.
 
        AA   --  An  obligation  rated  "AA"  differs  from  the  highest  rated
    obligations only  in a  small degree.  The obligor's  capacity to  meet  its
    financial commitment on the obligation is very strong.
 
        A -- An obligation rated "A" is somewhat more susceptible to the adverse
    effects of changes in circumstances and economic conditions than obligations
    in higher rated categories.
 
        BBB   --  An   obligation  rated  "BBB"   exhibits  adequate  protection
    parameters. However, adverse economic  conditions or changing  circumstances
    are  more likely to lead  to a weakened capacity of  the obligor to meet its
    financial commitment on the obligation.
 
        BB, B, CCC, CC, C -- Obligations  rated "BB," "B," "CCC," "CC," and  "C"
    are   regarded  as  having  significant  speculative  characteristics.  "BB"
    indicates the least degree  of speculation and "C"  the highest. While  such
    obligations  will likely  have some quality  and protective characteristics,
    these may be outweighed by large uncertainties or major exposures to adverse
    conditions.
 
        BB -- An  obligation rated "BB"  is less vulnerable  to nonpayment  than
    other  speculative issues. However, it  faces major ongoing uncertainties or
    exposure to adverse business, financial, or economic conditions which  could
    lead  to the obligor's inadequate capacity  to meet its financial commitment
    on the obligation.
 
        B --  An obligation  rated "B"  is more  vulnerable to  nonpayment  than
    obligations  rated "BB," but the obligor  currently has the capacity to meet
    its financial commitment on the obligation. Adverse business, financial,  or
    economic conditions will likely impair the obligor's capacity or willingness
    to meet its financial commitment on the obligation.
 
        CCC  -- An obligation rated "CCC" is currently vulnerable to nonpayment,
    and is dependent upon favorable business, financial, and economic conditions
    for the obligor to meet its  financial commitment on the obligation. In  the
    event of adverse business, financial, or economic conditions, the obligor is
    not  likely to  have the  capacity to meet  its financial  commitment on the
    obligation.
 
        CC --  An  obligation  rated  "CC" is  currently  highly  vulnerable  to
    nonpayment.
 
        C  -- The "C" rating may be used to cover a situation where a bankruptcy
    petition has been filed  or similar action has  been taken, but payments  on
    this obligation are being continued.
 
        D  -- An  obligation rated  "D" is  in payment  default. The  "D" rating
    category is used when payments on an obligation are not made on the date due
    even if the  applicable grace period  has not expired,  unless S&P  believes
    that  such payments will  be made during  such grace period.  The "D" rating
    also will be used upon the filing of a bankruptcy petition or the taking  of
    a similar action if payments on an obligation are jeopardized.
 
PLUS  (+) OR MINUS  (-): The ratings from  "AA" to "CCC" may  be modified by the
addition of a  plus or minus  sign to  show relative standing  within the  major
rating categories.
 
NR:  Indicates  that  no  public  rating  has  been  requested,  that  there  is
insufficient information on which to base a rating, or that S&P does not rate  a
particular type of obligation as a matter of policy.
 
DESCRIPTION OF COMMERCIAL PAPER RATINGS
    MOODY'S  employs  the  designation "Prime-1"  to  indicate  commercial paper
having a superior ability for  repayment of senior short-term debt  obligations.
Prime-1  repayment  ability will  often be  evidenced by  many of  the following
characteristics: leading market positions  in well-established industries;  high
rates  of return on  funds employed; conservative  capitalization structure with
moderate reliance on debt and ample asset protection; broad margins in  earnings
coverage  of  fixed financial  charges and  high  internal cash  generation; and
well-established access to a range of  financial markets and assured sources  of
alternate liquidity. Issues rated Prime-2 have a strong ability for repayment of
senior  short-term debt obligations. This normally  will be evidenced by many of
the characteristics cited  above but  to a  lesser degree.  Earnings trends  and
coverage  ratios, while sound, may be  more subject to variation. Capitalization
characteristics, while  still  appropriate, may  be  more affected  by  external
conditions. Ample alternate liquidity is maintained.
 
                  Statement of Additional Information Page 53
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
    S&P  ratings of commercial paper are  graded into several categories ranging
from "A1" for the highest quality obligations  to "D" for the lowest. Issues  in
the  "A"  category are  delineated  with numbers  1, 2,  and  3 to  indicate the
relative degree  of safety.  A-1 --  This highest  category indicates  that  the
degree  of safety regarding timely payment is strong. Those issues determined to
possess extremely strong safety characteristics will be denoted with a plus sign
(+) designation.  A-2  -- Capacity  for  timely  payments on  issues  with  this
designation  is satisfactory; however,  the relative degree of  safety is not as
high as for issues designated "A-1."
 
- --------------------------------------------------------------------------------
 
   
                              FINANCIAL STATEMENTS
    
 
- --------------------------------------------------------------------------------
   
The audited financial statements of the Funds as of October 31, 1997 and for the
fiscal year then ended appear on the following pages.
    
 
                  Statement of Additional Information Page 54
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
- --------------------------------------------------------------------------------
 
ANNUAL REPORT
To the Shareholders and Board of Directors of
G.T. Investment Funds, Inc.:
 
We have audited the accompanying statements of assets and liabilities of GT
Global Consumer Products & Services Fund - Consolidated, GT Global Financial
Services Fund - Consolidated, GT Global Health Care Fund, GT Global
Infrastructure Fund - Consolidated, GT Global Natural Resources Fund -
Consolidated, and GT Global Telecommunications Fund, six series of G.T.
Investment Funds, Inc., including the portfolios of investments, as of October
31, 1997, the related statements of operations for the year then ended, and the
related statements of changes in net assets and financial highlights for each of
the periods indicated therein. These financial statements and financial
highlights are the responsibility of the Funds' management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1997 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial positions of
the aforementioned series of G.T. Investments Funds, Inc. as of October 31,
1997, the results of their operations, changes in their net assets and their
financial highlights for each of the periods indicated therein, in conformity
with generally accepted accounting principles.
 
                                                        COOPERS & LYBRAND L.L.P.
 
BOSTON, MASSACHUSETTS
DECEMBER 15, 1997
 
                                       F1
<PAGE>
          GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND - CONSOLIDATED
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Services (56.3%)
  CVS Corp. .................................................   US             97,900   $  6,002,494         3.7
    RETAILERS-OTHER
  Airborne Freight Corp. ....................................   US             80,600      5,108,025         3.1
    TRANSPORTATION - AIRLINES
  Brylane, Inc.-/- ..........................................   US            115,000      4,995,313         3.1
    RETAILERS-APPAREL
  New York Times Co. "A" ....................................   US             90,000      4,927,500         3.0
    BROADCASTING & PUBLISHING
  Jones Apparel Group, Inc.-/- ..............................   US             89,200      4,538,050         2.8
    RETAILERS-APPAREL
  Pacific Sunwear of California-/- ..........................   US            150,000      4,143,750         2.5
    RETAILERS-APPAREL
  Loblaw Cos., Ltd. .........................................   CAN           251,800      3,663,000         2.2
    RETAILERS-FOOD
  Nordstrom, Inc. ...........................................   US             56,000      3,430,000         2.1
    RETAILERS-APPAREL
  Yogen Fruz World-Wide, Inc.-/- ............................   CAN           583,900      3,314,789         2.0
    RETAILERS-FOOD
  Central Newspapers, Inc. "A" ..............................   US             50,000      3,284,375         2.0
    BROADCASTING & PUBLISHING
  Cinar Films, Inc. "B"{\/} .................................   CAN            76,000      2,954,500         1.8
    LEISURE & TOURISM
  Chapters, Inc.: ...........................................   CAN                --             --         1.8
    RETAILERS-OTHER
    Common-/- ...............................................   --             83,500      1,747,978          --
    Special Warrants(::) -/- ................................   --             66,200      1,204,960          --
  Sears Canada, Inc. ........................................   CAN           170,500      2,825,131         1.7
    RETAILERS-OTHER
  Gap, Inc. .................................................   US             50,000      2,659,375         1.6
    RETAILERS-APPAREL
  Outdoor Systems, Inc.-/- ..................................   US             84,000      2,583,000         1.6
    BUSINESS & PUBLIC SERVICES
  Universal Outdoor Holdings, Inc.-/- .......................   US             60,000      2,535,000         1.6
    BUSINESS & PUBLIC SERVICES
  Avis Rent A Car, Inc. .....................................   US             90,000      2,469,375         1.5
    TRANSPORTATION - ROAD & RAIL
  Consolidated Stores Corp.-/- ..............................   US             61,300      2,444,338         1.5
    RETAILERS-OTHER
  Family Dollar Stores, Inc. ................................   US            103,000      2,420,500         1.5
    RETAILERS-APPAREL
  Bed Bath & Beyond-/- ......................................   US             76,000      2,413,000         1.5
    RETAILERS-OTHER
  Stage Stores, Inc.-/- .....................................   US             65,000      2,372,500         1.5
    RETAILERS-APPAREL
  Transat A.T., Inc.-/- .....................................   CAN           270,200      2,320,054         1.4
    TRANSPORTATION - AIRLINES
  Dress Barn, Inc.-/- .......................................   US             90,700      2,301,513         1.4
    RETAILERS-APPAREL
  Abercrombie & Fitch Co.-/- ................................   US             80,000      2,080,000         1.3
    RETAILERS-APPAREL
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F2
<PAGE>
          GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Services (Continued)
  Ames Department Stores, Inc.-/- ...........................   US            132,600   $  2,063,588         1.3
    RETAILERS-OTHER
  Valassis Communications, Inc.-/- ..........................   US             60,000      1,770,000         1.1
    BROADCASTING & PUBLISHING
  Air Canada ................................................   CAN           150,000      1,495,529         0.9
    TRANSPORTATION - AIRLINES
  The Bombay Co., Inc. ......................................   US            244,100      1,479,856         0.9
    RETAILERS-OTHER
  Budget Group, Inc. "A"-/- .................................   US             41,800      1,463,000         0.9
    TRANSPORTATION - ROAD & RAIL
  Tuesday Morning Corp.-/- ..................................   US             50,050      1,213,713         0.7
    RETAILERS-APPAREL
  Ryanair Holdings PLC - ADR-/- {\/} ........................   IRE            42,500      1,062,500         0.7
    TRANSPORTATION - AIRLINES
  Star Choice Communications, Inc.-/- .......................   CAN           293,500        916,406         0.6
    BROADCASTING & PUBLISHING
  Hospitality Worldwide Services-/- .........................   US             66,000        767,250         0.5
    LEISURE & TOURISM
  Dayton Hudson Corp. .......................................   US             10,000        628,125         0.4
    RETAILERS-APPAREL
  N2K, Inc.-/- ..............................................   US              8,300        218,394         0.1
    LEISURE & TOURISM
  Hudson's Bay Co. ..........................................   CAN               300          6,866          --
    RETAILERS-APPAREL
                                                                                        ------------
                                                                                          91,823,747
                                                                                        ------------
Consumer Non-Durables (14.8%)
  Morningstar Group, Inc.-/- ................................   US            151,200      6,463,796         4.0
    FOOD
  Tabacalera S.A. "A" .......................................   SPN            74,000      5,332,967         3.3
    TOBACCO
  Interstate Bakeries Corp. .................................   US             70,600      4,509,575         2.8
    FOOD
  Foodmaker, Inc.-/- ........................................   US            208,400      3,425,575         2.1
    FOOD
  General Cigar Holdings, Inc.-/- ...........................   US             62,800      1,817,275         1.1
    TOBACCO
  Saputo Group, Inc.-/- .....................................   CAN           114,400      1,753,506         1.1
    FOOD
  American Italian Pasta Co. "A"-/- .........................   US             30,000        630,000         0.4
    FOOD
                                                                                        ------------
                                                                                          23,932,694
                                                                                        ------------
Finance (6.5%)
  BankAmerica Corp. .........................................   US             71,000      5,076,500         3.1
    BANKS-MONEY CENTER
  Merita Ltd. "A" ...........................................   FIN           738,300      3,608,281         2.2
    BANKS-MONEY CENTER
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F3
<PAGE>
          GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Finance (Continued)
  O&Y Properties Corp. Special Warrants(::) -/- {::} ........   CAN           342,400   $  1,943,798         1.2
    REAL ESTATE
                                                                                        ------------
                                                                                          10,628,579
                                                                                        ------------
Technology (2.6%)
  CHS Electronics, Inc.-/- ..................................   US            164,500      4,019,969         2.5
    COMPUTERS & PERIPHERALS
  Concord Communications, Inc.-/- ...........................   US              7,100        126,025         0.1
    SOFTWARE
                                                                                        ------------
                                                                                           4,145,994
                                                                                        ------------
Capital Goods (1.3%)
  HON INDUSTRIES, Inc. ......................................   US             40,000      2,065,000         1.3
    OFFICE EQUIPMENT
                                                                                        ------------       -----
 
TOTAL EQUITY INVESTMENTS (cost $124,047,571) ................                            132,596,014        81.5
                                                                                        ------------       -----
<CAPTION>
 
                                                                                           VALUE         % OF NET
REPURCHASE AGREEMENT                                                                      (NOTE 1)        ASSETS
- -------------------------------------------------------------                           ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
  Dated October 31, 1997, with State Street Bank & Trust Co.,
   due November 3, 1997, for an effective yield of 5.57%,
   collateralized by $4,435,000 U.S. Treasury Bond, 8.875%
   due 8/15/17 (market value of collateral is $5,818,438,
   including accrued interest).
   (cost $5,697,881)  .......................................                              5,697,881         3.5
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $129,745,452)  * ....................                            138,293,895        85.0
Other Assets and Liabilities ................................                             24,368,418        15.0
                                                                                        ------------       -----
 
NET ASSETS ..................................................                           $162,662,313       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
       (::)  Valued in good faith at fair value using procedures approved by the
             Board of Directors (see Note 1 of Notes to Financial Statements).
       {\/}  U.S. currency denominated.
       {::}  Security was an affiliate at October 31, 1997 (see Note 6 of Notes
             to Financial Statements).
          *  For Federal income tax purposes, cost is $129,972,640 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  11,067,741
                 Unrealized depreciation:            (2,746,486)
                                                  -------------
                 Net unrealized appreciation:     $   8,321,255
                                                  -------------
                                                  -------------
</TABLE>
 
             Abbreviation:
             ADR--American Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F4
<PAGE>
          GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
The Fund's Portfolio of Investments at October 31, 1997, 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>
Canada (CAN/CAD) .....................   14.7                  14.7
Finland (FIN/FIM) ....................    2.2                   2.2
Ireland (IRE/IEP) ....................    0.7                   0.7
Spain (SPN/ESP) ......................    3.3                   3.3
United States (US/USD) ...............   60.6       18.5       79.1
                                        ------     -----      -----
Total  ...............................   81.5       18.5      100.0
                                        ------     -----      -----
                                        ------     -----      -----
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $162,662,313.
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F5
<PAGE>
                GT GLOBAL FINANCIAL SERVICES FUND - CONSOLIDATED
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                            VALUE        % OF NET
EQUITY INVESTMENTS                                              COUNTRY      SHARES       (NOTE 1)        ASSETS
- --------------------------------------------------------------  --------   -----------   -----------   -------------
<S>                                                             <C>        <C>           <C>           <C>
Banks - Regional (50.6%)
  Sparbanken Sverige AB "A" ..................................   SWDN           68,000   $ 1,543,927         1.9
  City National Corp. ........................................   US             50,550     1,525,978         1.9
  Lloyds TSB Group PLC .......................................   UK            113,600     1,419,524         1.8
  Royal Bank of Canada .......................................   CAN            26,000     1,390,221         1.7
  NationsBank Corp. ..........................................   US             20,000     1,197,500         1.5
  Mellon Bank Corp. ..........................................   US             21,800     1,124,063         1.4
  Bank of Montreal ...........................................   CAN            25,800     1,114,058         1.4
  Demirbank T.A.S. ...........................................   TRKY       37,896,000     1,084,691         1.3
  National Bank of Canada ....................................   CAN            75,600     1,080,996         1.3
  Hamilton Bancorp, Inc.-/- ..................................   US             35,000     1,067,500         1.3
  Crestar Financial Corp. ....................................   US             20,800       984,100         1.2
  GreenPoint Financial Corp. .................................   US             15,100       972,063         1.2
  Norbanken AB ...............................................   SWDN           30,400       954,136         1.2
  Christiania Bank Og Kreditkasse ............................   NOR           232,900       933,534         1.2
  Bayerische Vereinsbank .....................................   GER            16,070       931,864         1.2
  Bank Leumi Le - Israel .....................................   ISRL          605,700       930,012         1.1
  Jyske Bank .................................................   DEN             9,000       927,029         1.1
  Bank Hapoalim Ltd. .........................................   ISRL          383,000       906,460         1.1
  Bank of Ireland ............................................   IRE            70,800       895,906         1.1
  First Union Corp. (N.C.) ...................................   US             18,200       892,938         1.1
  H. F. Ahmanson & Co. .......................................   US             15,000       885,000         1.1
  Halifax PLC-/- .............................................   UK             76,800       869,507         1.1
  Nedcor Ltd. ................................................   SAFR           41,123       863,498         1.1
  Zagrebacka Banka - 144A GDR{.} {\/} ........................   CRT            27,000       860,625         1.1
  Sovereign Bancorp, Inc. ....................................   US             48,200       855,550         1.1
  First American Corp. .......................................   US             18,000       855,000         1.1
  Allied Irish Bank PLC{V} ...................................   IRE            97,644       826,256         1.0
  ABSA Group Ltd. ............................................   SAFR          138,867       822,809         1.0
  Anglo-Irish Bank Corp., PLC: ...............................   IRE                --            --         1.0
    Common{V} ................................................   --            315,036       515,196          --
    Common ...................................................   --            180,000       297,565          --
  Compagnie Financiere de Paribas S.A. .......................   FR             11,100       806,457         1.0
  First National Bank Holdings Ltd. ..........................   SAFR          105,800       799,549         1.0
  Yapi ve Kredi Bankasi A.S. .................................   TRKY       26,000,000       793,807         1.0
  Commercial International Bank - GDR{\/} ....................   EGPT           36,265       788,764         1.0
  National Australia Bank Ltd. ...............................   AUSL           56,500       772,531         1.0
  Ergo Bank S.A. .............................................   GREC           12,960       772,510         1.0
  Westpac Banking Corp., Ltd. ................................   AUSL          132,000       768,337         0.9
  Australia & New Zealand Banking Group Ltd. .................   AUSL          110,000       767,100         0.9
  Banco Totta & Acores S.A. "B" ..............................   PORT           39,300       760,068         0.9
  Wielkopolski Bank Kredytowy S.A. ...........................   POL           138,000       753,448         0.9
  Cullen/Frost Bankers, Inc. .................................   US             14,500       732,250         0.9
  Akbank T.A.S. ..............................................   TRKY        9,821,967       669,363         0.8
  Banco Commercial S.A. - 144A GDR{.} {\/} ...................   URGY           22,000       638,000         0.8
  BG Bank AS .................................................   DEN             9,500       610,308         0.8
  Banco Bradesco S.A. Preferred ..............................   BRZL       79,500,000       591,346         0.7
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F6
<PAGE>
                GT GLOBAL FINANCIAL SERVICES FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                            VALUE        % OF NET
EQUITY INVESTMENTS                                              COUNTRY      SHARES       (NOTE 1)        ASSETS
- --------------------------------------------------------------  --------   -----------   -----------   -------------
<S>                                                             <C>        <C>           <C>           <C>
Banks - Regional (Continued)
  Security Bank Corp.-/- .....................................   PHIL          688,900   $   363,095         0.4
                                                                                         -----------
                                                                                          40,914,439
                                                                                         -----------
Banks - Money Center (18.4%)
  BankAmerica Corp. ..........................................   US             43,400     3,103,091         3.8
  Citicorp ...................................................   US             15,050     1,882,191         2.3
  Chase Manhattan Corp. ......................................   US             14,750     1,701,781         2.1
  Merita Ltd. "A" ............................................   FIN           297,000     1,451,523         1.8
  HSBC Holdings PLC ..........................................   HK             55,800     1,263,260         1.6
  Barclays PLC ...............................................   UK             39,375       986,026         1.2
  Schweizerischer Bankverein (Swiss Bank Corp.)-/- ...........   SWTZ            3,330       895,532         1.1
  Unidanmark AS "A" ..........................................   DEN            13,200       891,009         1.1
  ABN AMRO Holdings N.V. .....................................   NETH           42,864       863,463         1.1
  Bank of Tokyo - Mitsubishi .................................   JPN            41,750       544,867         0.7
  Sumitomo Bank ..............................................   JPN            37,000       393,682         0.5
  Industrial Bank of Japan ...................................   JPN            26,000       257,190         0.3
  Fuji Bank Ltd. .............................................   JPN            29,000       250,707         0.3
  Sanwa Bank .................................................   JPN            24,000       241,397         0.3
  Dai-Ichi Kangyo Bank Ltd. ..................................   JPN            15,000       127,182         0.2
                                                                                         -----------
                                                                                          14,852,901
                                                                                         -----------
Insurance - Multi-Line (10.9%)
  Conseco, Inc. ..............................................   US             51,600     2,251,050         2.8
  Fremont General Corp. ......................................   US             30,000     1,398,750         1.7
  Allstate Corp. .............................................   US             15,000     1,244,063         1.5
  SunAmerica, Inc. ...........................................   US             29,800     1,070,938         1.3
  Axa Group ..................................................   FR             14,770     1,011,872         1.2
  Royal & Sun Alliance Insurance Group PLC ...................   UK             98,700       946,110         1.2
  American International Group, Inc. .........................   US              9,200       938,975         1.2
                                                                                         -----------
                                                                                           8,861,758
                                                                                         -----------
Consumer Finance (5.8%)
  The Money Store, Inc. ......................................   US             39,500     1,120,813         1.4
  Green Tree Financial Corp. .................................   US             24,600     1,036,275         1.3
  Doral Financial Corp. ......................................   US             45,200     1,000,050         1.2
  Aeon Credit Service ........................................   HK          2,964,000       747,710         0.9
  Acom Co., Ltd. .............................................   JPN             9,000       493,766         0.6
  Bankard, Inc.-/- ...........................................   PHIL        5,307,000       362,872         0.4
                                                                                         -----------
                                                                                           4,761,486
                                                                                         -----------
Other Financial (4.1%)
  Newcourt Credit Group, Inc. ................................   CAN            25,200       871,771         1.1
  Banco LatinoAmericano de Exportaciones S.A. (Bladex)
   "E"{\/} ...................................................   PAN            20,000       795,000         1.0
  Investors Financial Services Corp. .........................   US             16,500       726,000         0.9
  MoneyGram Payment Systems, Inc.-/- .........................   US             42,000       580,125         0.7
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F7
<PAGE>
                GT GLOBAL FINANCIAL SERVICES FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                            VALUE        % OF NET
EQUITY INVESTMENTS                                              COUNTRY      SHARES       (NOTE 1)        ASSETS
- --------------------------------------------------------------  --------   -----------   -----------   -------------
<S>                                                             <C>        <C>           <C>           <C>
Other Financial (Continued)
  Shohkoh Fund ...............................................   JPN             1,200   $   349,127         0.4
                                                                                         -----------
                                                                                           3,322,023
                                                                                         -----------
Securities Broker (2.8%)
  Hambrecht & Quist Group-/- .................................   US             30,000       945,000         1.2
  Morgan Stanley, Dean Witter, Discover and Co. ..............   US             13,200       652,575         0.8
  Peregrine Investment Holdings Ltd. .........................   HK            532,000       523,053         0.6
  Nomura Securities Co., Ltd. ................................   JPN            10,000       116,376         0.1
  Daiwa Securities Co., Ltd. .................................   JPN            14,000        84,722         0.1
                                                                                         -----------
                                                                                           2,321,726
                                                                                         -----------
Investment Management (2.4%)
  Alliance Capital Management L.P. ...........................   US             32,400     1,111,725         1.4
  Franklin Resources, Inc. ...................................   US              8,750       786,406         1.0
                                                                                         -----------
                                                                                           1,898,131
                                                                                         -----------       -----
 
TOTAL EQUITY INVESTMENTS (cost $69,090,966) ..................                            76,932,464        95.0
                                                                                         -----------       -----
<CAPTION>
 
                                                                                            VALUE        % OF NET
REPURCHASE AGREEMENT                                                                      (NOTE 1)        ASSETS
- --------------------------------------------------------------                           -----------   -------------
<S>                                                             <C>        <C>           <C>           <C>
  Dated October 31, 1997, with State Street Bank & Trust Co.,
   due November 3, 1997, for an effective yield of 5.57%,
   collateralized by $2,110,000 U.S. Treasury Bond, 8.875% due
   8/15/17 (market value of collateral is $2,768,185,
   including accrued interest). (cost $2,708,419)  ...........                             2,708,419         3.4
                                                                                         -----------       -----
 
TOTAL INVESTMENTS (cost $71,799,385)  * ......................                            79,640,883        98.4
Other Assets and Liabilities .................................                             1,320,751         1.6
                                                                                         -----------       -----
 
NET ASSETS ...................................................                           $80,961,634       100.0
                                                                                         -----------       -----
                                                                                         -----------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
       {\/}  U.S. currency denominated.
        {.}  Security exempt from registration under Rule 144A of the Securities
             Act of 1933. These securities may be resold in transactions exempt
             from registration, normally to qualified institutional buyers.
        {V}  Security is denominated in GBP.
          *  For Federal income tax purposes, cost is $72,281,726 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  10,637,773
                 Unrealized depreciation:            (3,278,616)
                                                  -------------
                 Net unrealized appreciation:     $   7,359,157
                                                  -------------
                                                  -------------
</TABLE>
 
             Abbreviation:
             GDR--Global Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F8
<PAGE>
                GT GLOBAL FINANCIAL SERVICES FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
The Fund's Portfolio of Investments at October 31, 1997, 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) .................    2.8                           2.8
Brazil (BRZL/BRL) ....................    0.7                           0.7
Canada (CAN/CAD) .....................    5.5                           5.5
Croatia (CRT/HRK) ....................    1.1                           1.1
Denmark (DEN/DKK) ....................    3.0                           3.0
Egypt (EGPT/EGP) .....................    1.0                           1.0
Finland (FIN/FIM) ....................    1.8                           1.8
France (FR/FRF) ......................    2.2                           2.2
Germany (GER/DEM) ....................    1.2                           1.2
Greece (GREC/GRD) ....................    1.0                           1.0
Hong Kong (HK/HKD) ...................    3.1                           3.1
Ireland (IRE/IEP) ....................    3.1                           3.1
Israel (ISRL/ILS) ....................    2.2                           2.2
Japan (JPN/JPY) ......................    3.5                           3.5
Netherlands (NETH/NLG) ...............    1.1                           1.1
Norway (NOR/NOK) .....................    1.2                           1.2
Panama (PAN/PND) .....................    1.0                           1.0
Philippines (PHIL/PHP) ...............    0.8                           0.8
Poland (POL/PLZ) .....................    0.9                           0.9
Portugal (PORT/PTE) ..................    0.9                           0.9
South Africa (SAFR/ZAR) ..............    3.1                           3.1
Sweden (SWDN/SEK) ....................    3.1                           3.1
Switzerland (SWTZ/CHF) ...............    1.1                           1.1
Turkey (TRKY/TRL) ....................    3.1                           3.1
United Kingdom (UK/GBP) ..............    5.3                           5.3
United States (US/USD) ...............   40.4         5.0              45.4
Uruguay (URGY/UYP) ...................    0.8                           0.8
                                        ------        ---        ----------
Total  ...............................   95.0         5.0             100.0
                                        ------        ---        ----------
                                        ------        ---        ----------
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $80,961,634.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                 FORWARD FOREIGN CURRENCY CONTRACT OUTSTANDING
                                OCTOBER 31, 1997
 
<TABLE>
<CAPTION>
                                           MARKET VALUE     CONTRACT    DELIVERY    UNREALIZED
CONTRACT TO SELL:                         (U.S. DOLLARS)      PRICE       DATE     APPRECIATION
- ----------------------------------------  --------------   -----------  --------  --------------
<S>                                       <C>              <C>          <C>       <C>
Japanese Yen............................     1,182,045       114.50000  11/12/97   $    59,877
                                          --------------                          --------------
  Total Contracts to Sell (Receivable
   amount $1,241,922)...................     1,182,045                                  59,877
                                          --------------                          --------------
THE VALUE OF CONTRACTS TO SELL AS A
 PERCENTAGE OF NET ASSETS IS 1.46%.
  Total Open Forward Foreign Currency
   Contracts............................                                           $    59,877
                                                                                  --------------
                                                                                  --------------
</TABLE>
 
- ----------------
See Note 1 to the financial statements.
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F9
<PAGE>
                           GT GLOBAL HEALTH CARE FUND
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Medical Technology & Supplies (37.8%)
  ATL Ultrasound, Inc.{::} -/- ..............................   US            755,500   $ 32,486,500         5.2
  Visx, Inc.{::} -/- ........................................   US          1,147,700     26,253,638         4.2
  Endosonics Corp.{::} -/- ..................................   US          1,546,000     17,779,000         2.8
  Physio-Control International Corp.{::} -/- ................   US          1,050,500     16,742,344         2.7
  Sunrise Medical, Inc.{::} -/- .............................   US          1,011,700     15,618,119         2.5
  Waters Corp.-/- ...........................................   US            345,000     15,158,438         2.4
  Dexter Corp. ..............................................   US            339,000     13,305,750         2.1
  TECNOL Medical Products, Inc.-/- ..........................   US            572,900     12,317,350         2.0
  Circon Corp.{::} -/- ......................................   US            686,486     10,812,155         1.7
  Cardiac Pathways Corp.{::} -/- ............................   US          1,002,400      9,522,800         1.5
  Lifecore Biomedical, Inc.-/- ..............................   US            361,900      7,509,425         1.2
  AVECOR Cardiovascular, Inc.{::} -/- .......................   US            658,700      6,751,675         1.1
  Mentor Corp. ..............................................   US            175,800      6,405,713         1.0
  CONMED Corp.-/- ...........................................   US            308,400      6,322,200         1.0
  Angeion Corp.-/- ..........................................   US          1,325,000      5,217,188         0.8
  Kensey Nash Corp.-/- ......................................   US            322,600      4,919,650         0.8
  Photoelectron Corp.-/- ....................................   US            338,300      3,721,300         0.6
  Cardiovascular Dynamics, Inc.{::} -/- .....................   US            515,675      3,480,806         0.6
  Innerdyne, Inc.-/- ........................................   US            824,600      2,886,100         0.5
  CardioGenesis Corp.-/- ....................................   US            307,000      2,763,000         0.4
  Laser Industries Ltd.-/- ..................................   US            130,500      2,593,688         0.4
  INAMED Corp.{::} -/- ......................................   US            628,900      2,515,600         0.4
  Heartstream, Inc.-/- ......................................   US            206,800      2,145,550         0.3
  Laserscope-/- .............................................   US            330,800      1,943,450         0.3
  ThermoTrex Corp.-/- .......................................   US             73,000      1,679,000         0.3
  Micro Therapeutics, Inc.-/- ...............................   US            290,000      1,558,750         0.2
  Abaxis, Inc.-/- ...........................................   US            462,400      1,445,000         0.2
  Lumisys, Inc.-/- ..........................................   US            211,400      1,294,825         0.2
  Interpore International-/- ................................   US             92,900        870,938         0.1
  Sulzer Medica AG - Registered-/- ..........................   SWTZ            3,130        849,571         0.1
  ESC Medical Systems Ltd.-/- {\/} ..........................   ISRL           19,200        753,600         0.1
  Thoratec Laboratories Corp.-/- ............................   US             60,000        412,500         0.1
  ATS Medical, Inc.-/- ......................................   US             31,250        195,313          --
  Conceptus, Inc.-/- ........................................   US             18,000        130,500          --
                                                                                        ------------
                                                                                         238,361,436
                                                                                        ------------
Biotechnology (26.6%)
  Protein Design Labs, Inc.{::} -/- .........................   US          1,017,600     50,752,795         8.1
  Amgen, Inc.-/- ............................................   US            539,000     26,545,750         4.2
  Guilford Pharmaceuticals, Inc.-/- .........................   US            896,600     21,854,625         3.5
  Cell Therapeutics, Inc.{::} -/- ...........................   US          1,141,000     18,256,000         2.9
  Regeneron Pharmaceuticals, Inc.{::} -/- ...................   US          1,414,900     14,768,019         2.4
  Human Genome Sciences, Inc.-/- ............................   US            260,900     10,696,900         1.7
  Genelabs Technologies, Inc.-/- ............................   US          1,642,800      6,365,850         1.0
  Interferon Sciences, Inc.-/- ..............................   US            552,500      5,110,625         0.8
  NABI, Inc.-/- .............................................   US            592,500      2,814,375         0.5
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F10
<PAGE>
                           GT GLOBAL HEALTH CARE FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Biotechnology (Continued)
  PathoGenesis Corp.-/- .....................................   US             61,400   $  2,210,400         0.4
  Agouron Pharmaceuticals, Inc.-/- ..........................   US             46,400      2,117,000         0.3
  CytoTherapeutics, Inc.-/- .................................   US            396,900      2,083,725         0.3
  Pharmacyclics, Inc.-/- ....................................   US             75,000      1,912,500         0.3
  Coulter Pharmaceutical, Inc.-/- ...........................   US             73,700      1,059,438         0.2
  Enzon, Inc. Preferred-/- (.) ..............................   US             16,000        222,460          --
  Targeted Genetics Corp.-/- ................................   US             40,000        160,000          --
                                                                                        ------------
                                                                                         166,930,462
                                                                                        ------------
Pharmaceuticals (17.7%)
  TheraTech, Inc.{::} -/- ...................................   US          2,150,000     22,575,000         3.6
  American Home Products Corp. ..............................   US            145,600     10,792,600         1.7
  Perrigo Co.-/- ............................................   US            648,600      9,972,225         1.6
  Spiros Development Corp.(::) (.) -/- ......................   US            100,000      9,161,246         1.5
  Rhone-Poulenc "A" .........................................   FR            190,736      8,319,910         1.3
  Depotech Corp.-/- .........................................   US            549,300      7,621,538         1.2
  Magainin Pharmaceuticals, Inc.-/- .........................   US            895,100      7,608,350         1.2
  Bergen Brunswig Corp. "A" .................................   US            150,000      6,009,375         1.0
  Catalytica, Inc.-/- .......................................   US            437,866      5,473,325         0.9
  SEQUUS Pharmaceuticals, Inc.-/- ...........................   US            597,800      5,380,200         0.9
  IVAX Corp.-/- .............................................   US            700,000      5,293,750         0.8
  Altana AG .................................................   GER            50,000      3,632,937         0.6
  Life Medical Sciences, Inc.{::} -/- .......................   US            768,600      3,074,400         0.5
  Warner Chilcott Laboratories - ADR{\/} ....................   IRE           117,000      1,652,625         0.3
  Unimed Pharmaceuticals, Inc.-/- ...........................   US            147,200      1,048,800         0.2
  Intercardia, Inc.-/- ......................................   US             41,200        999,100         0.2
  Alpharma, Inc. "A" ........................................   US             21,700        478,756         0.1
  Aradigm Corp.-/- ..........................................   US             28,000        322,000         0.1
                                                                                        ------------
                                                                                         109,416,137
                                                                                        ------------
Health Care Services (5.2%)
  Vencor, Inc.-/- ...........................................   US            801,400     21,637,800         3.5
  Allegiance Corp. ..........................................   US            120,000      3,330,000         0.5
  Grupo Casa Autrey, S.A. de C.V. - ADR{\/} .................   MEX           135,100      2,313,588         0.4
  Parkway Holdings Ltd. .....................................   SING          900,000      2,277,177         0.4
  SteriGenics International, Inc.-/- ........................   US             61,900      1,392,750         0.2
  Cohr, Inc.-/- .............................................   US            129,100      1,355,550         0.2
                                                                                        ------------
                                                                                          32,306,865
                                                                                        ------------       -----
 
TOTAL EQUITY INVESTMENTS (cost $484,175,220) ................                            547,014,900        87.3
                                                                                        ------------       -----
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F11
<PAGE>
                           GT GLOBAL HEALTH CARE FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                            NO. OF         VALUE         % OF NET
WARRANTS                                                       COUNTRY     WARRANTS       (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
  Rhone-Poulenc Warrants, expire 11/5/01 ....................   FR            190,736   $    603,731         0.1
    PHARMACEUTICALS
  ALZA Corp. Warrants, expire 12/31/99 ......................   US            100,000         18,750          --
    PHARMACEUTICALS
                                                                                        ------------       -----
 
TOTAL WARRANTS (cost $32,137) ...............................                                622,481         0.1
                                                                                        ------------       -----
<CAPTION>
 
                                                                            NO. OF
RIGHTS                                                                      RIGHTS
- -------------------------------------------------------------             -----------
<S>                                                            <C>        <C>           <C>            <C>
  Alpharma, Inc. Rights, expire 11/25/97 (cost $0) ..........   US              3,616         20,340          --
                                                                                        ------------       -----
    PHARMACEUTICALS
<CAPTION>
 
REPURCHASE AGREEMENT
- -------------------------------------------------------------
<S>                                                            <C>        <C>           <C>            <C>
  Dated October 31, 1997, with State Street Bank & Trust Co.,
   due November 3, 1997, for an effective yield of 5.57%,
   collateralized by $56,460,000 U.S. Treasury Bond, 8.875%
   due 8/15/17 (market value of collateral is $74,071,916,
   including accrued interest).
   (cost $72,617,234)  ......................................                             72,617,234        11.6
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $556,824,591)  * ....................                            620,274,955        99.0
Other Assets and Liabilities ................................                              6,067,162         1.0
                                                                                        ------------       -----
 
NET ASSETS ..................................................                           $626,342,117       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
       {::}  Security was an affiliate at October 31, 1997 (see Note 6 of Notes
             to Financial Statements).
       {\/}  U.S. currency denominated.
       (::)  Valued in good faith at fair value using procedures approved by the
             Board of Directors (see Note 1 of Notes to Financial Statements).
        (.)  Restricted securities: At October 31, 1997 the Fund owned the
             following restricted securities constituting less than 1.5% of net
             assets which may not be publicly sold without registration under
             the Securities Act of 1933 (Note 1). Additional information on the
             securities is as follows:
 
<TABLE>
<CAPTION>
                                                                                                       VALUE
                                                                                                        PER
                                                                                                       SHARE
                                                                                                       (NOTE
             DESCRIPTION                                      ACQUISITION DATE   SHARES     COST         1)
             -----------------------------------------------  -----------------  ------  -----------   ------
             <S>                                              <C>                <C>     <C>           <C>
             Enzon, Inc. Preferred..........................       3/22/90       16,000  $   400,000   $13.90
             Spiros Development Corp........................       1/3/96        100,000   3,000,000   91.61
</TABLE>
 
          *  For Federal income tax purposes, cost is $558,926,202 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  88,802,844
                 Unrealized depreciation:           (27,454,091)
                                                  -------------
                 Net unrealized appreciation:     $  61,348,753
                                                  -------------
                                                  -------------
</TABLE>
 
             Abbreviation:
             ADR--American Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F12
<PAGE>
                           GT GLOBAL HEALTH CARE FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
The Fund's Portfolio of Investments at October 31, 1997, was concentrated in the
following countries:
 
<TABLE>
<CAPTION>
                                            PERCENTAGE OF NET ASSETS {D}
                                        -------------------------------------
                                                 FIXED INCOME,   SHORT-TERM
                                                   RIGHTS &        &
COUNTRY (COUNTRY CODE/CURRENCY CODE)    EQUITY     WARRANTS      OTHER  TOTAL
- --------------------------------------  ------   -------------   -----  -----
<S>                                     <C>      <C>             <C>    <C>
France (FR/FRF) ......................    1.3         0.1                 1.4
Germany (GER/DEM) ....................    0.6                             0.6
Ireland (IRE/IEP) ....................    0.3                             0.3
Israel (ISRL/ILS) ....................    0.1                             0.1
Mexico (MEX/MXN) .....................    0.4                             0.4
Singapore (SING/SGD) .................    0.4                             0.4
Switzerland (SWTZ/CHF) ...............    0.1                             0.1
United States (US/USD) ...............   84.1                    12.6    96.7
                                        ------        ---        -----  -----
Total  ...............................   87.3         0.1        12.6   100.0
                                        ------        ---        -----  -----
                                        ------        ---        -----  -----
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $626,342,117.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F13
<PAGE>
                  GT GLOBAL INFRASTRUCTURE FUND - CONSOLIDATED
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                            VALUE        % OF NET
EQUITY INVESTMENTS                                              COUNTRY      SHARES       (NOTE 1)        ASSETS
- --------------------------------------------------------------  --------   -----------   -----------   -------------
<S>                                                             <C>        <C>           <C>           <C>
Energy (31.2%)
  Hub Power Co.-/- ...........................................   PAK         2,400,000   $ 3,206,835         3.3
    ELECTRICAL & GAS UTILITIES
  Enron Global Power & Pipelines L.L.C. ......................   US             90,000     3,099,375         3.2
    ELECTRICAL & GAS UTILITIES
  Endesa S.A. - ADR{\/} ......................................   SPN           160,000     2,980,000         3.0
    ELECTRICAL & GAS UTILITIES
  Shaw Group, Inc.-/- ........................................   US            140,300     2,928,763         3.0
    ENERGY EQUIPMENT & SERVICES
  IES Industries, Inc. .......................................   US             81,000     2,612,250         2.7
    ELECTRICAL & GAS UTILITIES
  Light - Participacoes S.A. .................................   BRZL        9,910,000     2,535,033         2.6
    ELECTRICAL & GAS UTILITIES
  Edison S.p.A. ..............................................   ITLY          450,000     2,370,058         2.4
    ELECTRICAL & GAS UTILITIES
  Light - Servicos de Electricidade S.A. .....................   BRZL        7,000,000     2,324,020         2.4
    ELECTRICAL & GAS UTILITIES
  EVN Energie-Versorgung Niederoesterreich AG ................   ASTRI          16,800     1,948,628         2.0
    ELECTRICAL & GAS UTILITIES
  Giant Industries, Inc. .....................................   US            102,600     1,840,388         1.9
    OIL
  AES Corp.-/- ...............................................   US             45,264     1,793,586         1.8
    ELECTRICAL & GAS UTILITIES
  BSES Ltd. - 144A GDR{.} {\/} ...............................   IND            70,000     1,085,000         1.1
    ELECTRICAL & GAS UTILITIES
  Companhia Energetica de Minas Gerais (CEMIG) - ADR{\/} .....   BRZL           24,900       996,000         1.0
    ELECTRICAL & GAS UTILITIES
  MetroGas S.A. - ADR{\/} ....................................   ARG           111,051       805,120         0.8
    ELECTRICAL & GAS UTILITIES
                                                                                         -----------
                                                                                          30,525,056
                                                                                         -----------
Services (23.1%)
  Canadian National Railway Co. ..............................   CAN            60,900     3,284,415         3.3
    TRANSPORTATION - ROAD & RAIL
  Aeroporti di Roma SpA-/- ...................................   ITLY          286,600     2,606,270         2.7
    TRANSPORTATION - AIRLINES
  Hellenic Telecommunications Organization S.A. ..............   GREC          118,250     2,469,600         2.5
    TELEPHONE NETWORKS
  Telecom Italia SpA - Di Risp-/- ............................   ITLY          600,000     2,415,946         2.5
    TELEPHONE NETWORKS
  SPT Telecom-/- .............................................   CZCH           19,000     2,187,547         2.2
    TELEPHONE NETWORKS
  Tranz Rail Holdings Ltd. - ADR{\/} .........................   NZ            132,000     1,782,000         1.8
    TRANSPORTATION - ROAD & RAIL
  Portugal Telecom S.A. - ADR{\/} ............................   PORT           43,000     1,773,750         1.8
    TELEPHONE NETWORKS
  Paging Network, Inc.-/- ....................................   US            125,000     1,546,875         1.6
    WIRELESS COMMUNICATIONS
  Centennial Cellular Corp. "A"-/- ...........................   US             50,000     1,000,000         1.0
    WIRELESS COMMUNICATIONS
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F14
<PAGE>
                  GT GLOBAL INFRASTRUCTURE FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                            VALUE        % OF NET
EQUITY INVESTMENTS                                              COUNTRY      SHARES       (NOTE 1)        ASSETS
- --------------------------------------------------------------  --------   -----------   -----------   -------------
<S>                                                             <C>        <C>           <C>           <C>
Services (Continued)
  DDI Corp. ..................................................   JPN               295   $   985,786         1.0
    WIRELESS COMMUNICATIONS
  Telefonica del Peru S.A. - ADR{\/} .........................   PERU           40,900       807,775         0.8
    TELEPHONE NETWORKS
  Compania Anonima Nacional Telefonos de Venezuela (CANTV) -
   ADR{\/} ...................................................   VENZ           16,000       700,000         0.7
    TELEPHONE NETWORKS
  Pakistan Telecommunications Co., Ltd.: .....................   PAK                --            --         0.6
    TELEPHONE NETWORKS
    GDR{\/} ..................................................   --              4,892       396,252          --
    "A" ......................................................   --            280,000       235,741          --
  Philippine Long Distance Telephone Co. - ADR{\/} ...........   PHIL           20,000       485,000         0.5
    TELEPHONE NETWORKS
  China Telecom (Hong Kong) Ltd.-/- ..........................   HK             80,000       127,814         0.1
    WIRELESS COMMUNICATIONS
                                                                                         -----------
                                                                                          22,804,771
                                                                                         -----------
Materials/Basic Industry (20.8%)
  Giant Cement Holding, Inc.-/- ..............................   US            179,800     4,360,150         4.4
    CEMENT
  La Cementos Nacional, C.A. - 144A GDR{.} {\/} ..............   ECDR           15,060     3,162,600         3.2
    CEMENT
  Northwest Pipe Co.-/- ......................................   US            127,500     3,091,875         3.2
    METALS - STEEL
  IPSCO, Inc. ................................................   CAN            67,600     2,926,199         3.0
    METALS - STEEL
  Hylsamex, S.A. de C.V. - 144A ADR{.} {\/} ..................   MEX            75,000     2,896,875         3.0
    METALS - STEEL
  NS Group, Inc.-/- ..........................................   US             98,100     2,624,175         2.7
    METALS - STEEL
  Suez Cement Co. - Reg S GDR{c} {\/} ........................   EGPT           60,000     1,245,000         1.3
    CEMENT
                                                                                         -----------
                                                                                          20,306,874
                                                                                         -----------
Capital Goods (9.3%)
  Doncasters PLC - ADR-/- {\/} ...............................   UK            139,600     3,760,474         3.8
    AEROSPACE/DEFENSE
  Caterpillar, Inc. ..........................................   US             60,000     3,075,000         3.1
    MACHINERY & ENGINEERING
  KCI Konecranes International ...............................   FIN            42,660     1,664,636         1.7
    MACHINERY & ENGINEERING
  United Engineers Ltd. ......................................   MAL           270,000       640,733         0.7
    CONSTRUCTION
                                                                                         -----------
                                                                                           9,140,843
                                                                                         -----------
Technology (7.8%)
  Tadiran Telecommunications Ltd.{\/} ........................   ISRL          130,000     2,941,250         3.0
    TELECOM TECHNOLOGY
  Emcore Corp.-/- ............................................   US            123,000     2,367,750         2.4
    SEMICONDUCTORS
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F15
<PAGE>
                  GT GLOBAL INFRASTRUCTURE FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                            VALUE        % OF NET
EQUITY INVESTMENTS                                              COUNTRY      SHARES       (NOTE 1)        ASSETS
- --------------------------------------------------------------  --------   -----------   -----------   -------------
<S>                                                             <C>        <C>           <C>           <C>
Technology (Continued)
  Cisco Systems, Inc.-/- .....................................   US             21,000   $ 1,722,656         1.8
    NETWORKING
  Asia Pacific Wire & Cable Corporation Ltd.-/- {\/} .........   SING           59,400       549,450         0.6
    TELECOM TECHNOLOGY
                                                                                         -----------
                                                                                           7,581,106
                                                                                         -----------
Multi-Industry/Miscellaneous (4.7%)
  Mannesmann AG ..............................................   GER             7,500     3,166,135         3.2
    MULTI-INDUSTRY
  E.R.G. Ltd. ................................................   AUSL        1,689,040     1,436,723         1.5
    MULTI-INDUSTRY
                                                                                         -----------
                                                                                           4,602,858
                                                                                         -----------       -----
 
TOTAL EQUITY INVESTMENTS (cost $76,186,714) ..................                            94,961,508        96.9
                                                                                         -----------       -----
<CAPTION>
 
                                                                                            VALUE        % OF NET
REPURCHASE AGREEMENT                                                                      (NOTE 1)        ASSETS
- --------------------------------------------------------------                           -----------   -------------
<S>                                                             <C>        <C>           <C>           <C>
  Dated October 31, 1997, with State Street Bank & Trust Co.,
   due November 3, 1997, for an effective yield of 5.57%,
   collateralized by $1,680,000 U.S. Treasury Bond, 8.875% due
   8/15/17 (market value of collateral is $2,204,053,
   including accrued interest). (cost $2,156,334)  ...........                             2,156,334         2.2
                                                                                         -----------       -----
 
TOTAL INVESTMENTS (cost $78,343,048)  * ......................                            97,117,842        99.1
Other Assets and Liabilities .................................                               901,217         0.9
                                                                                         -----------       -----
 
NET ASSETS ...................................................                           $98,019,059       100.0
                                                                                         -----------       -----
                                                                                         -----------       -----
</TABLE>
 
- --------------
 
       {\/}  U.S. currency denominated.
        -/-  Non-income producing security.
        {.}  Security exempt from registration under Rule 144A of the Securities
             Act of 1933. These securities may be resold in transactions exempt
             from registration, normally to qualified institutional buyers.
        {c}  Security issued under Regulation S. Rule 144A and additional
             restrictions may apply in the resale of such securities.
          *  For Federal income tax purposes, cost is $78,343,048 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  23,477,043
                 Unrealized depreciation:            (4,702,249)
                                                  -------------
                 Net unrealized appreciation:     $  18,774,794
                                                  -------------
                                                  -------------
</TABLE>
 
             Abbreviations:
             ADR--American Depository Receipt
             GDR--Global Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F16
<PAGE>
                  GT GLOBAL INFRASTRUCTURE FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
The Fund's Portfolio of Investments at October 31, 1997, 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>
Argentina (ARG/ARS) ..................    0.8                   0.8
Australia (AUSL/AUD) .................    1.5                   1.5
Austria (ASTRI/ATS) ..................    2.0                   2.0
Brazil (BRZL/BRL) ....................    6.0                   6.0
Canada (CAN/CAD) .....................    6.3                   6.3
Czech Republic (CZCH/CSK) ............    2.2                   2.2
Ecuador (ECDR/ECS) ...................    3.2                   3.2
Egypt (EGPT/EGP) .....................    1.3                   1.3
Finland (FIN/FIM) ....................    1.7                   1.7
Germany (GER/DEM) ....................    3.2                   3.2
Greece (GREC/GRD) ....................    2.5                   2.5
Hong Kong (HK/HKD) ...................    0.1                   0.1
India (IND/INR) ......................    1.1                   1.1
Israel (ISRL/ILS) ....................    3.0                   3.0
Italy (ITLY/ITL) .....................    7.6                   7.6
Japan (JPN/JPY) ......................    1.0                   1.0
Malaysia (MAL/MYR) ...................    0.7                   0.7
Mexico (MEX/MXN) .....................    3.0                   3.0
New Zealand (NZ/NZD) .................    1.8                   1.8
Pakistan (PAK/PKR) ...................    3.9                   3.9
Peru (PERU/PES) ......................    0.8                   0.8
Philippines (PHIL/PHP) ...............    0.5                   0.5
Portugal (PORT/PTE) ..................    1.8                   1.8
Singapore (SING/SGD) .................    0.6                   0.6
Spain (SPN/ESP) ......................    3.0                   3.0
United Kingdom (UK/GBP) ..............    3.8                   3.8
United States & Other (US/USD) .......   32.8        3.1       35.9
Venezuela (VENZ/VEB) .................    0.7                   0.7
                                        ------       ---      -----
Total  ...............................   96.9        3.1      100.0
                                        ------       ---      -----
                                        ------       ---      -----
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $98,019,059.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                 FORWARD FOREIGN CURRENCY CONTRACTS OUTSTANDING
                                OCTOBER 31, 1997
 
<TABLE>
<CAPTION>
                                                                                    UNREALIZED
                                           MARKET VALUE     CONTRACT    DELIVERY   APPRECIATION
CONTRACTS TO SELL:                        (U.S. DOLLARS)      PRICE       DATE    (DEPRECIATION)
- ----------------------------------------  --------------   -----------  --------  --------------
<S>                                       <C>              <C>          <C>       <C>
Deutsche Marks..........................     1,509,823         1.80100  11/28/97   $   (66,180)
Japanese Yen............................       404,821       114.50000  11/12/97        20,506
Japanese Yen............................       368,245       120.70000  01/07/98        (4,948)
Japanese Yen............................        84,327       118.82300  02/04/98          (168)
                                          --------------                          --------------
  Total Contracts to Sell (Receivable
   amount $2,316,426)...................     2,367,216                                 (50,790)
                                          --------------                          --------------
THE VALUE OF CONTRACTS TO SELL AS A
 PERCENTAGE OF NET ASSETS IS 2.42%.
  Total Open Forward Foreign Currency
   Contracts............................                                           $   (50,790)
                                                                                  --------------
                                                                                  --------------
</TABLE>
 
- ----------------
See Note 1 to the financial statements.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F17
<PAGE>
                GT GLOBAL NATURAL RESOURCES FUND - CONSOLIDATED
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Energy Equipment & Services (53.2%)
  Schlumberger Ltd. .........................................   US             60,800   $  5,320,000         3.1
  Cliffs Drilling Co.-/- ....................................   US             73,100      5,313,456         3.1
  EVI, Inc.-/- ..............................................   US             81,000      5,199,188         3.0
  Varco International, Inc.-/- ..............................   US             85,000      5,179,688         3.0
  Cooper Cameron Corp.-/- ...................................   US             71,500      5,165,875         3.0
  Precision Drilling Corp.-/- ...............................   CAN           162,300      4,980,581         2.9
  Nabors Industries, Inc.-/- ................................   US            120,200      4,943,225         2.9
  Patterson Energy, Inc.-/- .................................   US             86,800      4,860,800         2.8
  UTI Energy Corp.-/- .......................................   US            107,700      4,806,113         2.8
  Key Energy Group, Inc.-/- .................................   US            147,600      4,630,950         2.7
  Pool Energy Services Co.-/- ...............................   US            133,600      4,534,050         2.6
  Diamond Offshore Drilling, Inc. ...........................   US             72,000      4,482,000         2.6
  Helmerich & Payne, Inc. ...................................   US             51,300      4,139,269         2.4
  BJ Services Co.-/- ........................................   US             43,600      3,695,100         2.1
  Santa Fe International Corp.-/- ...........................   US             71,700      3,526,744         2.1
  Falcon Drilling Co., Inc.-/- ..............................   US             96,900      3,524,738         2.0
  Smith International, Inc.-/- ..............................   US             41,900      3,194,875         1.9
  Bonus Resource Services Corp.-/- ..........................   CAN           482,284      2,361,453         1.4
  Veritas DGC, Inc.-/- ......................................   US             56,400      2,308,875         1.3
  Noble Drilling Corp.-/- ...................................   US             64,300      2,286,669         1.3
  Fred Olsen Energy ASA-/- ..................................   NOR            74,500      2,053,003         1.2
  Computalog Ltd.-/- ........................................   CAN            58,800      1,189,185         0.7
  Rowan Cos., Inc.-/- .......................................   US             30,000      1,166,250         0.7
  Enerflex Systems Ltd. .....................................   CAN            38,000      1,078,626         0.6
  Hanover Compressor Co.-/- .................................   US             42,100        910,413         0.5
  Dril-Quip, Inc.-/- ........................................   US             22,700        814,363         0.5
                                                                                        ------------
                                                                                          91,665,489
                                                                                        ------------
Metals - Steel (13.5%)
  IPSCO, Inc. ...............................................   CAN           111,700      4,835,155         2.8
  Tubos de Acero de Mexico S.A. - ADR{\/} -/- ...............   MEX           227,800      4,598,713         2.7
  Prudential Steel Ltd. .....................................   CAN           102,200      4,278,882         2.5
  NS Group, Inc.-/- .........................................   US            130,300      3,485,525         2.0
  Oregon Steel Mills, Inc. ..................................   US            146,800      3,091,975         1.8
  Maverick Tube Corp.-/- ....................................   US             81,600      2,876,400         1.7
                                                                                        ------------
                                                                                          23,166,650
                                                                                        ------------
Construction (10.8%)
  National-Oilwell, Inc.-/- .................................   US             71,501      5,474,292         3.2
  Global Industries Ltd.-/- .................................   US            248,800      5,007,100         2.9
  Cal Dive International, Inc.-/- ...........................   US             80,000      2,500,000         1.5
  Halter Marine Group, Inc.-/- ..............................   US             43,600      2,280,825         1.3
  Coflexip - ADR{\/} ........................................   FR             34,300      1,886,500         1.1
  Bouygues Offshore S.A. - ADR{\/} ..........................   FR             31,900        773,575         0.4
  TransCoastal Marine Services, Inc.-/- .....................   US             19,200        477,600         0.3
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F18
<PAGE>
                GT GLOBAL NATURAL RESOURCES FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Construction (Continued)
  UNIFAB International, Inc.-/- .............................   US              4,200   $    134,400         0.1
                                                                                        ------------
                                                                                          18,534,292
                                                                                        ------------
Oil (10.0%)
  Giant Industries, Inc. ....................................   US            201,100      3,607,231         2.1
  Orogen Minerals Ltd. - 144A ADR{.} {\/} ...................   AUSL          111,200      3,030,200         1.8
  Canadian Fracmaster Ltd.-/- ...............................   CAN           261,500      2,597,928         1.5
  Ranger Oil Ltd. ...........................................   CAN           280,900      2,431,862         1.4
  Black Sea Energy Ltd.-/- ..................................   CAN         1,139,600      2,345,189         1.4
  ERG SpA-/- ................................................   ITLY          373,000      1,535,837         0.9
  Petroleo Brasileiro S.A. (Petrobras) Preferred ............   BRZL        7,900,000      1,469,067         0.9
                                                                                        ------------
                                                                                          17,017,314
                                                                                        ------------
Chemicals (2.5%)
  Ciba Specialty Chemicals AG-/- ............................   SWTZ           43,360      4,258,571         2.5
                                                                                        ------------
Paper/Packaging (2.4%)
  Fort James Corp. ..........................................   US             66,962      2,657,554         1.5
  Jefferson Smurfit Corp.-/- ................................   US            100,400      1,506,000         0.9
                                                                                        ------------
                                                                                           4,163,554
                                                                                        ------------
Gas Production & Distribution (2.4%)
  Comstock Resources, Inc.-/- ...............................   US            232,400      3,892,700         2.3
  Berkley Petroleum Corp.-/- ................................   CAN            20,400        233,792         0.1
                                                                                        ------------
                                                                                           4,126,492
                                                                                        ------------
Industrial Components (2.2%)
  Encore Wire Corp.-/- ......................................   US            132,950      3,755,838         2.2
                                                                                        ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F19
<PAGE>
                GT GLOBAL NATURAL RESOURCES FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Consumer Services (2.0%)
  American Disposal Services, Inc.-/- .......................   US             95,500   $  3,366,375         2.0
                                                                                        ------------
Forest Products (0.7%)
  The TimberWest Timber Trust Special Warrants(.) (::) ......   CAN           422,700      1,124,840         0.7
                                                                                        ------------       -----
 
TOTAL EQUITY INVESTMENTS (cost $136,805,346) ................                            171,179,415        99.7
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $136,805,346)  * ....................                            171,179,415        99.7
Other Assets and Liabilities ................................                                494,158         0.3
                                                                                        ------------       -----
 
NET ASSETS ..................................................                           $171,673,573       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
       {\/}  U.S. currency denominated.
        {.}  Security exempt from registration under Rule 144A of the Securities
             Act of 1933. These securities may be resold in transactions exempt
             from registration, normally to qualified institutional buyers.
       (::)  Valued in good faith at fair value using procedures approved by the
             Board of Directors (see Note 1 of Notes to Financial Statements).
        (.)  Restricted securities: At October 31, 1997 the Fund owned the
             following restricted security constituting 0.7% of net assets which
             may not be publicly sold without registration under the Securities
             Act of 1933 (Note 1). Additional information on the security is as
             follows:
 
<TABLE>
<CAPTION>
                                                                                                       VALUE
                                                                                                        PER
                                                                                                       SHARE
                                                                                                       (NOTE
             DESCRIPTION                                      ACQUISITION DATE   SHARES     COST         1)
             -----------------------------------------------  -----------------  ------  -----------   ------
             <S>                                              <C>                <C>     <C>           <C>
             The TimberWest Timber Trust Special Warrants...       8/7/97        422,700 $ 1,142,844   $2.66
</TABLE>
 
          *  For Federal income tax purposes, cost is $137,392,339 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  37,982,563
                 Unrealized depreciation:            (4,195,487)
                                                  -------------
                 Net unrealized appreciation:     $  33,787,076
                                                  -------------
                                                  -------------
</TABLE>
 
    Abbreviation:
    ADR--American Depository Receipt
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
The Fund's Portfolio of Investments at October 31, 1997, 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) ....................    0.9                   0.9
Canada (CAN/CAD) .....................   16.0                  16.0
France (FR/FRF) ......................    1.5                   1.5
Italy (ITLY/ITL) .....................    0.9                   0.9
Mexico (MEX/MXN) .....................    2.7                   2.7
Norway (NOR/NOK) .....................    1.2                   1.2
Switzerland (SWTZ/CHF) ...............    2.5                   2.5
United States (US/USD) ...............   72.2        0.3       72.5
                                        ------     -----      -----
Total  ...............................   99.7        0.3      100.0
                                        ------     -----      -----
                                        ------     -----      -----
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $171,673,573.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F20
<PAGE>
                       GT GLOBAL TELECOMMUNICATIONS FUND
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                          VALUE          % OF NET
EQUITY INVESTMENTS                                           COUNTRY      SHARES         (NOTE 1)         ASSETS
- -----------------------------------------------------------  --------   -----------   --------------   -------------
<S>                                                          <C>        <C>           <C>              <C>
Telecom Equipment (28.0%)
  Nokia AB "A" ............................................   FIN         1,059,160   $   92,479,819         5.4
  ECI Telecommunications Ltd.{\/} .........................   ISRL        2,609,500       72,087,438         4.2
  Newbridge Networks Corp.-/- .............................   CAN         1,332,300       71,049,067         4.1
  Telefonaktiebolaget LM Ericsson: ........................   SWDN               --               --         3.1
    "B" Free-/- ...........................................   --            871,200       38,397,307          --
    ADR{\/} ...............................................   --            350,480       15,508,740          --
  DSC Communications Corp.-/- .............................   US          1,220,100       29,739,938         1.7
  Corning, Inc. ...........................................   US            600,000       27,075,000         1.6
  P-COM, Inc.-/- ..........................................   US          1,200,000       24,150,000         1.4
  ANTEC Corp.-/- ..........................................   US          1,162,300       18,306,225         1.1
  Tekelec-/- ..............................................   US            428,900       17,960,188         1.0
  Tellabs, Inc.-/- ........................................   US            240,000       12,960,000         0.8
  Pairgain Technologies, Inc.-/- ..........................   US            428,800       12,113,600         0.7
  Tadiran Ltd. - ADR{\/} ..................................   ISRL          246,100        9,290,275         0.5
  Geotek Communications, Inc.-/- ..........................   US          2,471,100        8,957,738         0.5
  Champion Technology Holding Ltd. ........................   HK         67,154,902        8,166,314         0.5
  Teledata Communications Ltd.-/- {\/} ....................   ISRL          198,000        6,138,000         0.4
  Allen Telecom, Inc.-/- ..................................   US            300,000        5,662,500         0.3
  Netas Telekomunik-/- ....................................   TRKY       17,820,000        5,343,474         0.3
  Ascend Communications, Inc.-/- ..........................   US            160,000        4,330,000         0.3
  Himachal Futuristic Communications Ltd. - 144A GDR{.} -/-
   {\/} (.) (::) ..........................................   IND         1,248,000        2,184,000         0.1
  Sapura Telecommunications Bhd. ..........................   MAL         1,155,000          680,024          --
  Kantone Holding Ltd.-/- .................................   HK          6,256,868          639,447          --
                                                                                      --------------
                                                                                         483,219,094
                                                                                      --------------
Telephone Networks (22.4%)
  Telecom Italia S.p.A.: ..................................   ITLY               --               --         3.8
    Di Risp-/- ............................................   --         13,989,767       56,330,863          --
    Common ................................................   --          1,263,334        7,901,199          --
  Telecomunicacoes Brasileiras S.A. (Telebras) -
   ADR{\/} ................................................   BRZL          632,500       64,198,750         3.7
  WorldCom, Inc. ..........................................   US          1,644,290       55,289,251         3.2
  SPT Telecom-/- ..........................................   CZCH          391,340       45,056,567         2.6
  Cable & Wireless Communications - ADR-/- {\/} ...........   UK          1,670,250       30,377,672         1.8
  Hellenic Telecommunications Organization S.A. ...........   GREC        1,286,000       26,857,552         1.6
  NTL, Inc.-/- {\/} .......................................   UK            855,833       23,214,470         1.4
  Carso Global Telecom "A1" ...............................   MEX         7,036,683       23,090,433         1.3
  France Telecom S.A.: ....................................   FR                 --               --         0.9
    ADR-/- {\/} ...........................................   --            320,000       12,120,000          --
    Common-/- .............................................   --             85,500        3,237,187          --
  Ionica Group PLC-/- .....................................   UK          1,456,400        7,523,838         0.4
  Atlantic Tele-Network, Inc.-/- ..........................   US            500,100        6,313,763         0.4
  Telefonica del Peru S.A. - ADR{\/} ......................   PERU          318,400        6,288,400         0.4
  Russian Telecommunications Development Corp.: ...........   RUS                --               --         0.3
    Non-Voting(.) -/- {\/} (::) ...........................   --            453,000        3,397,500          --
    Voting(.) -/- {\/} (::) ...............................   --            331,000        2,482,500          --
  Compania Anonima Nacional Telefonos de Venezuela (CANTV)
   - ADR{\/ } .............................................   VENZ           96,000        4,200,000         0.2
  PLD Telekon, Inc.-/- {\/} (.) ...........................   RUS           510,000        4,016,250         0.2
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F21
<PAGE>
                       GT GLOBAL TELECOMMUNICATIONS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                          VALUE          % OF NET
EQUITY INVESTMENTS                                           COUNTRY      SHARES         (NOTE 1)         ASSETS
- -----------------------------------------------------------  --------   -----------   --------------   -------------
<S>                                                          <C>        <C>           <C>              <C>
Telephone Networks (Continued)
  TelecomAsia Corp. - Foreign-/- ..........................   THAI        6,622,652   $    2,965,367         0.2
                                                                                      --------------
                                                                                         384,861,562
                                                                                      --------------
Wireless Communications (17.3%)
  Nextel Communications, Inc. "A"-/- ......................   US          2,745,700       72,074,625         4.2
  Millicom International Cellular S.A.{::} -/- {\/} .......   LUX         1,057,000       44,394,000         2.6
  DDI Corp. ...............................................   JPN             9,320       31,144,140         1.8
  Grupo Iusacell S.A. "L" - ADR-/- {\/} ...................   MEX         1,672,100       30,097,800         1.8
  Paging Network, Inc.-/- .................................   US          2,165,000       26,791,875         1.6
  Clearnet Communications, Inc. "A"-/- ....................   CAN         1,138,100       17,848,432         1.0
  WinStar Communications, Inc.-/- .........................   US            667,700       15,273,638         0.9
  Western Wireless Corp. "A"-/- ...........................   US            750,300       13,411,613         0.8
  Telecom Italia Mobile S.p.A. - Di Risp ..................   ITLY        5,425,700       11,086,917         0.6
  Advanced Info. Service - Foreign ........................   THAI        1,993,150       10,709,463         0.6
  Vimpel-Communications - ADR-/- {\/} .....................   RUS           250,000        8,187,500         0.5
  Powertel, Inc.-/- .......................................   US            365,000        6,638,438         0.4
  Microcell Telecommunications, Inc. "B"-/- {\/} ..........   CAN           596,400        5,330,325         0.3
  China Telecom (Hong Kong) Ltd.-/- .......................   HK          1,452,000        2,319,819         0.1
  SK Telecom Co., Ltd. - ADR{\/} ..........................   KOR           289,900        1,594,450         0.1
                                                                                      --------------
                                                                                         296,903,035
                                                                                      --------------
Telephone - Long Distance (5.7%)
  Tel-Save Holdings, Inc.-/- ..............................   US          2,000,000       43,000,000         2.5
  Call-Net Enterprises, Inc.: .............................   CAN                --               --         2.2
    "B"-/- ................................................   --          1,036,700       20,966,470          --
    "A"-/- ................................................   --            519,400       10,688,760          --
    "B" - 144A{.} -/- .....................................   --            379,400        7,673,077          --
  Bell Canada International, Inc.: ........................   CAN                --               --         0.8
    Common-/- .............................................   --            717,300       12,165,392          --
    Common-/- {\/} ........................................   --            132,500        2,235,938          --
  RSL Communications Ltd. "A"-/- ..........................   US            136,000        3,196,000         0.2
                                                                                      --------------
                                                                                          99,925,637
                                                                                      --------------
Telephone - Regional/Local (5.6%)
  ICG Communications, Inc.-/- .............................   US          1,504,600       34,605,800         2.0
  Intermedia Communications of Florida, Inc.-/- ...........   US            613,900       27,855,713         1.6
  Teleport Communications Group, Inc. "A"-/- ..............   US            364,000       17,608,500         1.0
  ING Barings Russian Regional Telecommunications Basket
   Bridge Certificates-/- {\/} {=} ........................   RUS             1,749       14,383,024         0.8
  Brooks Fiber Properties, Inc.-/- ........................   US             41,400        2,302,875         0.1
  NEXTLINK Communications, Inc. "A"-/- ....................   US             78,000        1,764,750         0.1
                                                                                      --------------
                                                                                          98,520,662
                                                                                      --------------
Multi-Industry (4.7%)
  Mannesmann AG ...........................................   GER           140,900       59,481,125         3.5
  Grupo Carso, S.A. de C.V. "A1" ..........................   MEX         3,300,000       20,985,629         1.2
                                                                                      --------------
                                                                                          80,466,754
                                                                                      --------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F22
<PAGE>
                       GT GLOBAL TELECOMMUNICATIONS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                          VALUE          % OF NET
EQUITY INVESTMENTS                                           COUNTRY      SHARES         (NOTE 1)         ASSETS
- -----------------------------------------------------------  --------   -----------   --------------   -------------
<S>                                                          <C>        <C>           <C>              <C>
Aerospace/Defense (2.6%)
  Orbital Sciences Corp.{::} -/- ..........................   US          1,838,500   $   44,813,438         2.6
                                                                                      --------------
Telecom Technology (2.5%)
  Uniphase Corp.-/- .......................................   US            449,900       30,199,538         1.8
  Three-Five Systems, Inc.{::} -/- ........................   US            599,000       12,429,250         0.7
                                                                                      --------------
                                                                                          42,628,788
                                                                                      --------------
Cable Television (1.6%)
  Comcast Corp. "A" .......................................   US            604,300       16,618,250         1.0
  Comcast UK Cable Partners Ltd. "A"-/- ...................   UK            415,000        4,707,656         0.3
  United International Holdings, Inc. "A"-/- ..............   US            373,000        4,615,875         0.3
                                                                                      --------------
                                                                                          25,941,781
                                                                                      --------------
Broadcasting & Publishing (1.4%)
  EchoStar Communications Corp. "A"{::} ...................   US            609,200       11,574,800         0.7
  Sistem Televisyen Malaysia Bhd. .........................   MAL         7,436,000        7,549,919         0.4
  Seat SpA-/- .............................................   ITLY       16,820,000        4,413,481         0.3
                                                                                      --------------
                                                                                          23,538,200
                                                                                      --------------
Semiconductors (0.8%)
  DSP Communications, Inc.-/- .............................   US            624,000       11,544,000         0.7
  General Semiconductor, Inc.-/- ..........................   US            175,000        1,990,625         0.1
                                                                                      --------------
                                                                                          13,534,625
                                                                                      --------------
Retailers - Other (0.3%)
  Asia Food & Properties Ltd.-/- {\/} .....................   SING       14,192,000        4,328,560         0.3
  Gran Cadena de Almacenes Colombianos S.A. ...............   COL            66,560           82,032          --
                                                                                      --------------
                                                                                           4,410,592
                                                                                      --------------
Networking (0.2%)
  3Com Corp.-/- ...........................................   US             80,100        3,319,144         0.2
                                                                                      --------------       -----
 
TOTAL EQUITY INVESTMENTS (cost $1,274,850,186) ............                            1,602,083,312        93.1
                                                                                      --------------       -----
<CAPTION>
 
                                                                         PRINCIPAL        VALUE          % OF NET
FIXED INCOME INVESTMENTS                                     CURRENCY     AMOUNT         (NOTE 1)         ASSETS
- -----------------------------------------------------------  --------   -----------   --------------   -------------
<S>                                                          <C>        <C>           <C>              <C>
Structured Note (2.2%)
  Russia (2.2%)
    Credit Suisse Financial Products Russian Equity Linked
     Note, 3.3% due 4/29/98 (This is an equity linked note.
     The value of this note is linked to the underlying
     value of Rostelecom.)-/- (.) .........................   USD        38,000,000       37,012,000         2.2
                                                                                      --------------       -----
 
TOTAL FIXED INCOME INVESTMENTS (cost $38,000,000) .........                               37,012,000         2.2
                                                                                      --------------       -----
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F23
<PAGE>
                       GT GLOBAL TELECOMMUNICATIONS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          NO. OF          VALUE          % OF NET
WARRANTS                                                     COUNTRY     WARRANTS        (NOTE 1)         ASSETS
- -----------------------------------------------------------  --------   -----------   --------------   -------------
<S>                                                          <C>        <C>           <C>              <C>
  Asia Food & Properties Ltd. Warrants, expire
   7/12/02{\/} ............................................   SING        1,064,400   $      191,592          --
    FOOD
  American Satellite Network Warrants, expire 1/1/99(::)
   (.) ....................................................   US             65,825               --          --
    WIRELESS COMMUNICATIONS
                                                                                      --------------       -----
 
TOTAL WARRANTS (cost $484,741) ............................                                  191,592          --
                                                                                      --------------       -----
<CAPTION>
 
                                                                                          VALUE          % OF NET
REPURCHASE AGREEMENT                                                                     (NOTE 1)         ASSETS
- -----------------------------------------------------------                           --------------   -------------
<S>                                                          <C>        <C>           <C>              <C>
  Dated October 31, 1997, with State Street Bank & Trust
   Co., due November 3, 1997, for an effective yield of
   5.57%, collateralized by $35,290,000 U.S. Treasury Bond,
   8.875% due 8/15/17 (market value of collateral is
   $46,298,227, including accrued interest).
   (cost $45,388,021)  ....................................                               45,388,021         2.6
                                                                                      --------------       -----
 
TOTAL INVESTMENTS (cost $1,358,722,948)  * ................                            1,684,674,925        97.9
Other Assets and Liabilities ..............................                               36,444,134         2.1
                                                                                      --------------       -----
 
NET ASSETS ................................................                           $1,721,119,059       100.0
                                                                                      --------------       -----
                                                                                      --------------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
       {::}  Security was an affiliate at October 31, 1997 (see Note 6 of Notes
             to Financial Statements).
       {\/}  U.S. currency denominated.
        {.}  Security exempt from registration under Rule 144A of the Securities
             Act of 1933. These securities may be resold in transactions exempt
             from registration, normally to qualified institutional buyers.
        {=}  Issued by ING Barings, the value of which is linked to the
             underlying value of a basket of shares issued by Russian regional
             telephone companies.
        (.)  Restricted securities: At October 31, 1997 the Fund owned the
             following restricted securities constituting 2.8% of net assets
             which may not be publicly sold without registration under the
             Securities Act of 1933 (Note 1). Additional information on the
             securities is as follows:
 
<TABLE>
<CAPTION>
                                                                                                       VALUE
                                                                                                        PER
                                                                                                       SHARE
                                                                                                       (NOTE
             DESCRIPTION                                      ACQUISITION DATE   SHARES     COST         1)
             -----------------------------------------------  -----------------  ------  -----------   ------
             <S>                                              <C>                <C>     <C>           <C>
             American Satellite Network Warrants, expire
              1/1/99........................................      12/31/93       65,825  $        --   $--
             Credit Suisse Financial Products Russian Equity
              Linked Note, 3.3% due 4/29/98.................       4/29/97       38,000,000  38,000,000 0.97
             Himachal Futuristic Communications Ltd. - 144A
              GDR...........................................       8/1/95        1,248,000   9,604,650 1.75
             PLD Telekon, Inc...............................       8/30/96       510,000   3,498,750   7.88
             Russian Telecommunications Development Corp.:
               Non-voting...................................      12/22/93       453,000   4,530,000   7.50
               Voting.......................................      12/22/93       331,000   3,310,000   7.50
</TABLE>
 
       (::)  Valued in good faith at fair value using procedures approved by the
             Board of Directors (See Note 1 of Notes to Financial Statements).
          *  For Federal income tax purposes, cost is $1,359,258,436 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $ 519,851,820
                 Unrealized depreciation:          (194,435,331)
                                                  -------------
                 Net unrealized appreciation:     $ 325,416,489
                                                  -------------
                                                  -------------
</TABLE>
 
             Abbreviations:
             ADR--American Depository Receipt
             GDR--Global Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F24
<PAGE>
                       GT GLOBAL TELECOMMUNICATIONS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
The Fund's Portfolio of Investments at October 31, 1997, was concentrated in the
following countries:
 
<TABLE>
<CAPTION>
                                               PERCENTAGE OF NET ASSETS {D}
                                        -------------------------------------------
                                                 FIXED INCOME,
                                                   RIGHTS &      SHORT-TERM
COUNTRY (COUNTRY CODE/CURRENCY CODE)    EQUITY     WARRANTS       & OTHER     TOTAL
- --------------------------------------  ------   -------------   ----------   -----
<S>                                     <C>      <C>             <C>          <C>
Brazil (BRZL/BRL) ....................    3.7                                   3.7
Canada (CAN/CAD) .....................    8.4                                   8.4
Czech Republic (CZCH/CSK) ............    2.6                                   2.6
Finland (FIN/FIM) ....................    5.4                                   5.4
France (FR/FRF) ......................    0.9                                   0.9
Germany (GER/DEM) ....................    3.5                                   3.5
Greece (GREC/GRD) ....................    1.6                                   1.6
Hong Kong (HK/HKD) ...................    0.6                                   0.6
India (IND/INR) ......................    0.1                                   0.1
Israel (ISRL/ILS) ....................    5.1                                   5.1
Italy (ITLY/ITL) .....................    4.7                                   4.7
Japan (JPN/JPY) ......................    1.8                                   1.8
Korea (KOR/KRW) ......................    0.1                                   0.1
Luxembourg (LUX/LUF) .................    2.6                                   2.6
Malaysia (MAL/MYR) ...................    0.4                                   0.4
Mexico (MEX/MXN) .....................    4.3                                   4.3
Peru (PERU/PES) ......................    0.4                                   0.4
Russia (RUS/SUR) .....................    1.8         2.2                       4.0
Singapore (SING/SGD) .................    0.3                                   0.3
Sweden (SWDN/SEK) ....................    3.1                                   3.1
Thailand (THAI/THB) ..................    0.8                                   0.8
Turkey (TRKY/TRL) ....................    0.3                                   0.3
United Kingdom (UK/GBP) ..............    3.9                                   3.9
United States (US/USD) ...............   36.5                        4.7       41.2
Venezuela (VENZ/VEB) .................    0.2                                   0.2
                                        ------      -----          -----      -----
Total  ...............................   93.1         2.2            4.7      100.0
                                        ------      -----          -----      -----
                                        ------      -----          -----      -----
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $1,721,119,059.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F25
<PAGE>
                       GT GLOBAL TELECOMMUNICATIONS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
                 FORWARD FOREIGN CURRENCY CONTRACTS OUTSTANDING
                                OCTOBER 31, 1997
<TABLE>
<CAPTION>
                                                                                    UNREALIZED
                                           MARKET VALUE     CONTRACT    DELIVERY   APPRECIATION
CONTRACTS TO BUY:                         (U.S. DOLLARS)      PRICE       DATE    (DEPRECIATION)
- ----------------------------------------  --------------   -----------  --------  --------------
<S>                                       <C>              <C>          <C>       <C>
Japanese Yen............................      13,280,549     118.50000  11/12/97   $  (201,730)
Japanese Yen............................         673,732     118.60000  11/12/97        (9,657)
                                          --------------                          --------------
  Total Contracts to Buy (Payable amount
   $14,165,668).........................      13,954,281                              (211,387)
                                          --------------                          --------------
THE VALUE OF CONTRACTS TO BUY AS
 PERCENTAGE OF NET ASSETS IS 0.81%.
 
<CAPTION>
 
CONTRACTS TO SELL:
- ----------------------------------------
<S>                                       <C>              <C>          <C>       <C>
British Pounds..........................      41,535,139       0.60190   1/20/98    (1,170,888)
Deutsche Marks..........................      15,664,388       1.80000  11/21/97      (664,388)
Deutsche Marks..........................       7,948,226       1.72400  11/21/97        (1,591)
Finnish Markka..........................      38,825,761       5.28300   1/21/98      (968,483)
Italian Liras...........................      50,091,184    1730.40000   1/21/98      (969,594)
Japanese Yen............................      23,255,611     113.59900  11/12/97     1,371,807
Japanese Yen............................      17,298,836     114.50000  11/12/97       876,273
Swedish Kronor..........................      51,700,408       7.61030   1/21/98      (979,674)
                                          --------------                          --------------
  Total Contracts to Sell (Receivable
   amount $243,813,015).................     246,319,553                            (2,506,538)
                                          --------------                          --------------
THE VALUE OF CONTRACTS TO SELL AS
 PERCENTAGE OF NET ASSETS IS 14.31%.
  Total Open Forward Foreign Currency
   Contracts, Net.......................                                           $(2,717,925)
                                                                                  --------------
                                                                                  --------------
</TABLE>
 
- ----------------
See Note 1 to the financial statements.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F26
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                              STATEMENT OF ASSETS
                                 AND LIABILITIES
                                October 31, 1997
<TABLE>
<S>                                               <C>          <C>          <C>         <C>          <C>         <C>
- --------------------------------------------------------------------------------
 
<CAPTION>
                                                                                  GT GLOBAL
                                                  --------------------------------------------------------------------------
                                                   CONSUMER
                                                   PRODUCTS
                                                      AND       FINANCIAL                             NATURAL
                                                   SERVICES     SERVICES                INFRASTRUCTURE RESOURCES
                                                     FUND-        FUND-       HEALTH       FUND-       FUND-      TELECOM-
                                                  CONSOLIDATED CONSOLIDATED    CARE     CONSOLIDATED CONSOLIDATED MUNICATIONS
                                                   (NOTE 1)     (NOTE 1)       FUND      (NOTE 1)     (NOTE 1)      FUND
                                                  -----------  -----------  ----------  -----------  ----------  -----------
<S>                                               <C>          <C>          <C>         <C>          <C>         <C>
Assets:
  Investments in securities: (Note 1)
    At identified cost..........................  1$24,047,571 6$9,090,966  $484,207,357 7$6,186,714 $136,805,346 $1,313,334,927
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
    At value....................................  1$32,596,014 7$6,932,464  $547,657,721 9$4,961,508 $171,179,415 $1,639,286,904
    Repurchase Agreement, at value and cost
     (Note 1)...................................   5,697,881    2,708,419   72,617,234   2,156,334           --   45,388,021
  U.S. currency.................................         303           --          390         128          705    1,822,076
  Foreign currencies (cost $249,434, $290,416,
   $32,405, $252,788, $2,016,446, and $938,200,
   respectively)................................     247,103      290,889       32,773     257,815    2,016,446      944,514
  Dividends and dividend withholding tax
   reclaims receivable..........................      29,063       50,112       10,585      25,624       15,438      403,424
  Interest receivable...........................          --           --           --          --           --      639,026
  Receivable for forward foreign currency
   contracts -- closed, net (Note 1)............          --           --           --       5,096           --           --
  Receivable for Fund shares sold...............     585,508    1,011,553   13,993,515     141,205    5,010,514   15,407,247
  Receivable for open forward foreign currency
   contracts (Note 1)...........................          --       59,877           --          --           --           --
  Receivable for securities sold................  25,634,646    1,515,031    6,745,139   1,309,852    6,715,639   28,894,370
  Unamortized organizational costs (Note 1).....      22,264       19,944           --      16,280       16,225           --
  Miscellaneous receivable......................      91,501        4,131       36,371          --       33,585       76,388
                                                  -----------  -----------  ----------  -----------  ----------  -----------
    Total assets................................  164,904,283  82,592,420   641,093,728 98,873,842   184,987,967 1,732,861,970
                                                  -----------  -----------  ----------  -----------  ----------  -----------
Liabilities:
  Payable for custodian fees....................         769       10,403        7,317       1,332        8,200       84,942
  Payable for Directors' and Trustees' fees and
   expenses
   (Note 2).....................................       4,859        4,446        9,136       7,921        5,237       19,588
  Payable for forward foreign currency contracts
   -- closed, net (Note 1)......................          --           --           --          --           --      518,821
  Payable for fund accounting fees (Note 2).....       4,352        1,845       14,194       2,367        3,914       42,359
  Payable for Fund shares repurchased...........     261,522      142,435      882,049     496,631    4,099,045    3,902,530
  Payable for investment management and
   administration fees (Note 2).................     139,166      180,741      536,273      89,949      147,355    1,545,877
  Payable for loan outstanding (Note 1).........          --           --           --          --    4,670,000           --
  Payable for open forward foreign currency
   contracts, net (Note 1)......................          --           --           --      50,790           --    2,717,925
  Payable for printing and postage expenses.....      33,464       23,148       73,457      51,926       45,104      143,320
  Payable for professional fees.................      23,989       25,345       39,780      30,852       35,756       42,564
  Payable for registration and filing fees......       4,130        2,371       15,839       2,078       12,139       21,199
  Payable for securities purchased..............   1,563,285    1,154,504   12,706,263          --    4,125,569      824,693
  Payable for service and distribution expenses
   (Note 2).....................................     114,540       57,009      346,611      74,426      113,980    1,246,800
  Payable for transfer agent fees (Note 2)......      55,435       20,911      111,824      38,302       39,544      578,391
  Other accrued expenses........................      36,359        7,528        8,868       8,109        8,451       53,902
                                                  -----------  -----------  ----------  -----------  ----------  -----------
    Total liabilities...........................   2,241,870    1,630,686   14,751,611     854,683   13,314,294   11,742,911
  Minority interest (Notes 1 & 2)...............         100          100           --         100          100           --
                                                  -----------  -----------  ----------  -----------  ----------  -----------
Net assets......................................  1$62,662,313 8$0,961,634  $626,342,117 9$8,019,059 $171,673,573 $1,721,119,059
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F27
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                              STATEMENT OF ASSETS
                            AND LIABILITIES  (cont'd)
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                  GT GLOBAL
                                                  --------------------------------------------------------------------------
                                                   CONSUMER
                                                   PRODUCTS
                                                      AND       FINANCIAL                             NATURAL
                                                   SERVICES     SERVICES                INFRASTRUCTURE RESOURCES
                                                     FUND-        FUND-       HEALTH       FUND-       FUND-      TELECOM-
                                                  CONSOLIDATED CONSOLIDATED    CARE     CONSOLIDATED CONSOLIDATED MUNICATIONS
                                                   (NOTE 1)     (NOTE 1)       FUND      (NOTE 1)     (NOTE 1)      FUND
                                                  -----------  -----------  ----------  -----------  ----------  -----------
<S>                                               <C>          <C>          <C>         <C>          <C>         <C>
Class A:
  Net assets....................................  6$2,637,424  2$9,639,233  $472,082,753 3$8,281,107 $69,975,533 $910,801,431
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
  Shares outstanding............................   2,823,290    1,720,718   16,869,933   2,550,862    3,388,224   50,482,268
  Net asset value and redemption price per
   share........................................   $   22.19    $   17.22   $    27.98   $   15.01   $    20.65  $     18.04
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
  Maximum offering price per share (100/95.25 of
   Class A net asset value) *...................   $   23.30    $   18.08   $    29.38   $   15.76   $    21.68  $     18.94
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
Class B:+
  Net assets....................................  9$3,978,324  4$7,584,875  $147,440,444 5$7,199,440 $86,812,455 $805,535,052
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
  Shares outstanding............................   4,298,574    2,803,980    5,406,267   3,878,968    4,262,012   45,831,329
  Net asset value and offering price per
   share........................................   $   21.86    $   16.97   $    27.27   $   14.75   $    20.37  $     17.58
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
Advisor Class:
  Net assets....................................   $6,046,565   $3,737,526  $6,818,920   $2,538,512  $14,885,585 $ 4,782,576
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
  Shares outstanding............................     268,724      214,778      240,609     166,702      715,607      261,622
  Net asset value, offering price per share, and
   redemption price per share...................   $   22.50    $   17.40   $    28.34   $   15.23   $    20.80  $     18.28
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
Net assets consist of:
  Paid in capital (Note 4)......................  1$39,734,245 7$0,584,296  $418,339,020 7$8,555,962 $132,802,223 $1,284,396,946
  Undistributed net investment income...........          --           --           --          --           --        5,534
  Accumulated net realized gain on investments
   and foreign currency transactions............  14,374,566    2,469,935   144,809,745    733,004    4,606,185  113,512,388
  Net unrealized appreciation (depreciation) on
   translation of assets and liabilities in
   foreign currencies...........................       5,059       65,905     (257,012)    (44,701)    (108,904)  (2,747,786)
  Net unrealized appreciation of investments....   8,548,443    7,841,498   63,450,364  18,774,794   34,374,069  325,951,977
                                                  -----------  -----------  ----------  -----------  ----------  -----------
Total -- representing net assets applicable to
 capital shares outstanding.....................  1$62,662,313 8$0,961,634  $626,342,117 9$8,019,059 $171,673,573 $1,721,119,059
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
<FN>
- ----------------
    * On sales of $50,000 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.
 
                                      F28
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                            STATEMENT OF OPERATIONS
 
                          Year ended October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                    GT GLOBAL
                                                    --------------------------------------------------------------------------
                                                     CONSUMER
                                                     PRODUCTS
                                                        AND       FINANCIAL                              NATURAL
                                                     SERVICES     SERVICES      HEALTH    INFRASTRUCTURE  RESOURCES  TELECOM-
                                                       FUND-        FUND-        CARE        FUND-        FUND-     MUNICATIONS
                                                    CONSOLIDATED CONSOLIDATED    FUND     CONSOLIDATED CONSOLIDATED    FUND
                                                    -----------  -----------  ----------  -----------  -----------  ----------
<S>                                                 <C>          <C>          <C>         <C>          <C>          <C>
Investment income:
  Dividend income (net of foreign withholding tax
   of $116,237, $77,681, $47,010, $134,900,
   $37,547, and $1,130,922, respectively).........   $1,313,121   $ 984,532   $1,039,797   $1,596,063   $ 449,578   $12,312,099
  Interest income.................................     547,671      222,469    3,553,024     438,660      389,867    2,451,921
  Other income....................................          --           --       10,693          --           --      100,726
                                                    -----------  -----------  ----------  -----------  -----------  ----------
    Total investment income.......................   1,860,792    1,207,001    4,603,514   2,034,723      839,445   14,864,746
                                                    -----------  -----------  ----------  -----------  -----------  ----------
Expenses:
  Investment management and administration fees
   (Note 2).......................................   1,624,151      466,730    5,820,067   1,038,752    1,317,793   17,999,111
  Amortization of organization costs (Note 1).....      10,300       12,622           --      10,300       10,300           --
  Custodian fees (Note 1).........................      37,548       43,877       41,984      32,117       46,437      744,400
  Directors' and Trustees' fees and expenses (Note
   2).............................................      10,068       15,695       13,505      16,060       16,464       27,375
  Fund accounting fees (Note 2)...................      43,330       12,292      153,780      27,303       34,698      493,322
  Professional fees...............................      62,925       77,090       73,277      74,770       86,956       89,205
  Printing and postage expenses...................      53,290       27,560      239,520      49,065       54,239      421,575
  Registration and filing fees....................      75,895       50,741       80,092      54,967       80,810      110,230
  Service and distribution expenses: (Note 2)
    Class A.......................................     351,953       97,454    2,327,631     218,486      291,788    5,105,842
    Class B.......................................     941,035      280,650    1,316,284     621,768      733,200    8,933,516
  Transfer agent fees (Note 2)....................     547,348      177,473    1,346,860     364,416      478,946    5,229,276
  Other expenses..................................      10,567        7,531       34,305      17,058       81,546      619,413
                                                    -----------  -----------  ----------  -----------  -----------  ----------
    Total expenses before reductions..............   3,768,410    1,269,715   11,447,305   2,525,062    3,233,177   39,773,265
                                                    -----------  -----------  ----------  -----------  -----------  ----------
    Expense reductions (Notes 1 & 5)..............    (244,767)     (31,702)    (178,043)    (84,870)    (138,074)  (1,051,898)
                                                    -----------  -----------  ----------  -----------  -----------  ----------
  Total net expenses..............................   3,523,643    1,238,013   11,269,262   2,440,192    3,095,103   38,721,367
                                                    -----------  -----------  ----------  -----------  -----------  ----------
Net investment loss...............................  (1,662,851)     (31,012)  (6,665,748)   (405,469)  (2,255,658)  (23,856,621)
                                                    -----------  -----------  ----------  -----------  -----------  ----------
Net realized and unrealized gain on investments
  and foreign currencies: (Note 1)
  Net realized gain on investments................  16,725,116    2,648,364   153,144,761    380,153    7,635,020   101,709,075
  Net realized gain (loss) on foreign currency
   transactions...................................    (557,667)     (19,802)     454,546     398,459      (94,442)  18,717,671
                                                    -----------  -----------  ----------  -----------  -----------  ----------
    Net realized gain during the year.............  16,167,449    2,628,562   153,599,307    778,612    7,540,578   120,426,746
                                                    -----------  -----------  ----------  -----------  -----------  ----------
  Net change in unrealized appreciation
   (depreciation) on translation of assets and
   liabilities in foreign currencies..............       5,172       58,275     (569,426)   (116,926)    (125,779)  (7,132,389)
  Net change in unrealized appreciation
   (depreciation) of investments..................    (714,518)   6,449,986    1,308,779   8,647,635   18,607,939   217,773,979
                                                    -----------  -----------  ----------  -----------  -----------  ----------
    Net unrealized appreciation (depreciation)
     during the period ...........................    (709,346)   6,508,261      739,353   8,530,709   18,482,160   210,641,590
                                                    -----------  -----------  ----------  -----------  -----------  ----------
Net realized and unrealized gain on investments
 and foreign currencies...........................  15,458,103    9,136,823   154,338,660  9,309,321   26,022,738   331,068,336
                                                    -----------  -----------  ----------  -----------  -----------  ----------
Net increase in net assets resulting from
 operations.......................................  1$3,795,252   $9,105,811  $147,672,912  $8,903,852 2$3,767,080  $307,211,715
                                                    -----------  -----------  ----------  -----------  -----------  ----------
                                                    -----------  -----------  ----------  -----------  -----------  ----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F29
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                      STATEMENTS OF CHANGES IN NET ASSETS
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                  GT GLOBAL
                                -----------------------------------------------------------------------------
                                 CONSUMER PRODUCTS AND      FINANCIAL SERVICES
                                        SERVICES             FUND-CONSOLIDATED            HEALTH CARE
                                   FUND-CONSOLIDATED      -----------------------             FUND
                                ------------------------               YEAR ENDED  --------------------------
                                YEAR ENDED   YEAR ENDED   YEAR ENDED    OCTOBER     YEAR ENDED    YEAR ENDED
                                OCTOBER 31,  OCTOBER 31,  OCTOBER 31,     31,      OCTOBER 31,   OCTOBER 31,
                                   1997         1996         1997         1996         1997          1996
                                -----------  -----------  -----------  ----------  ------------  ------------
<S>                             <C>          <C>          <C>          <C>         <C>           <C>
Increase (decrease) in net
assets
Operations:
  Net investment income
   (loss).....................  $(1,662,851) $  (806,945) $   (31,012) $   18,823  $ (6,665,748) $ (4,508,835)
  Net realized gain on
   investments and foreign
   currency transactions......   16,167,449    8,472,742    2,628,562   1,764,380   153,599,307   176,889,538
  Net change in unrealized
   appreciation (depreciation)
   on translation of assets
   and liabilities in foreign
   currencies.................        5,172       (7,034)      58,275      (6,352)     (569,426)     (547,070)
  Net change in unrealized
   appreciation (depreciation)
   of investments.............     (714,518)   8,880,649    6,449,986     615,083     1,308,779   (53,392,951)
                                -----------  -----------  -----------  ----------  ------------  ------------
    Net increase in net assets
     resulting from
     operations...............   13,795,252   16,539,412    9,105,811   2,391,934   147,672,912   118,440,682
                                -----------  -----------  -----------  ----------  ------------  ------------
Class A:
Distributions to shareholders:
 (Note 1)
  From net investment
   income.....................           --           --           --     (56,390)           --            --
  From net realized gain on
   investments................   (3,424,902)    (217,050)    (580,522)     (8,739)  (34,613,411)  (54,405,334)
Class B:
Distributions to shareholders:
 (Note 1)
  From net investment
   income.....................           --           --           --     (37,999)           --            --
  From net realized gain on
   investments................   (4,055,905)    (180,431)    (823,692)     (7,991)   (8,701,491)   (9,956,648)
Advisor Class:
Distributions to shareholders:
 (Note 1)
  From net investment
   income.....................           --           --           --        (377)           --            --
  From net realized gain on
   investments................     (308,573)      (5,969)      (5,018)        (43)      (57,488)      (69,184)
                                -----------  -----------  -----------  ----------  ------------  ------------
    Total distributions.......   (7,789,380)    (403,450)  (1,409,232)   (111,539)  (43,372,390)  (64,431,166)
                                -----------  -----------  -----------  ----------  ------------  ------------
Capital share transactions:
(Note 4)
  Increase from capital shares
   sold and reinvested........  136,239,369  241,650,741  130,520,030  19,900,814  1,007,452,632 2,138,295,778
  Decrease from capital shares
   repurchased................  (151,833,735) (92,740,871) (74,514,633) (15,187,336) (1,062,045,275) (2,113,330,083)
                                -----------  -----------  -----------  ----------  ------------  ------------
    Net increase (decrease)
     from capital share
     transactions.............  (15,594,366) 148,909,870   56,005,397   4,713,478   (54,592,643)   24,965,695
                                -----------  -----------  -----------  ----------  ------------  ------------
Total increase (decrease) in
 net assets...................   (9,588,494) 165,045,832   63,701,976   6,993,873    49,707,879    78,975,211
Net assets:
  Beginning of year...........  172,250,807    7,204,975   17,259,658  10,265,785   576,634,238   497,659,027
                                -----------  -----------  -----------  ----------  ------------  ------------
  End of year *...............  $162,662,313 $172,250,807 $80,961,634  $17,259,658 $626,342,117  $576,634,238
                                -----------  -----------  -----------  ----------  ------------  ------------
                                -----------  -----------  -----------  ----------  ------------  ------------
 * Includes accumulated net
   investment income/(loss)...  $        --  $        --  $        --  $       --  $         --  $         --
                                -----------  -----------  -----------  ----------  ------------  ------------
                                -----------  -----------  -----------  ----------  ------------  ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F30
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                  STATEMENTS OF CHANGES IN NET ASSETS (cont'd)
 
<TABLE>
<CAPTION>
                                                                 GT GLOBAL
                                ----------------------------------------------------------------------------
                                    INFRASTRUCTURE
                                  FUND-CONSOLIDATED        NATURAL RESOURCES          TELECOMMUNICATIONS
                                ----------------------     FUND-CONSOLIDATED                 FUND
                                YEAR ENDED  YEAR ENDED  ------------------------  --------------------------
                                 OCTOBER     OCTOBER    YEAR ENDED   YEAR ENDED    YEAR ENDED    YEAR ENDED
                                   31,         31,      OCTOBER 31,  OCTOBER 31,  OCTOBER 31,   OCTOBER 31,
                                   1997        1996        1997         1996          1997          1996
                                ----------  ----------  -----------  -----------  ------------  ------------
<S>                             <C>          <C>          <C>          <C>         <C>           <C>
Increase (decrease) in net
assets
Operations:
  Net investment income
   (loss).....................  $ (405,469) $ (421,987) $(2,255,658) $(1,055,526) $(23,856,621) $(26,498,477)
  Net realized gain on
   investments and foreign
   currency transactions......     778,612   5,308,138    7,540,578    7,316,705   120,426,746   230,489,793
  Net change in unrealized
   appreciation (depreciation)
   on translation of assets
   and liabilities in foreign
   currencies.................    (116,926)    (86,155)    (125,779)      65,378    (7,132,389)  (21,852,465)
  Net change in unrealized
   appreciation (depreciation)
   of investments.............   8,647,635   9,582,726   18,607,939   14,910,009   217,773,979    (5,766,662)
                                ----------  ----------  -----------  -----------  ------------  ------------
    Net increase in net assets
     resulting from
     operations...............   8,903,852  14,382,722   23,767,080   21,236,566   307,211,715   176,372,189
                                ----------  ----------  -----------  -----------  ------------  ------------
Class A:
Distributions to shareholders:
 (Note 1)
  From net investment
   income.....................          --          --           --      (46,497)           --            --
  From net realized gain on
   investments................  (1,943,050)         --   (1,915,988)      (9,643)  (95,676,425)  (64,901,484)
Class B:
Distributions to shareholders:
 (Note 1)
  From net investment
   income.....................          --          --           --           --            --            --
  From net realized gain on
   investments................  (2,733,339)         --   (2,369,395)     (10,136)  (83,596,023)  (54,643,650)
Advisor Class:
Distributions to shareholders:
 (Note 1)
  From net investment
   income.....................          --          --           --         (853)           --            --
  From net realized gain on
   investments................     (17,129)         --     (134,145)         (69)     (176,806)      (33,321)
                                ----------  ----------  -----------  -----------  ------------  ------------
    Total distributions.......  (4,693,518)         --   (4,419,528)     (67,198) (179,449,254) (119,578,455)
                                ----------  ----------  -----------  -----------  ------------  ------------
Capital share transactions:
(Note 4)
  Increase from capital shares
   sold and reinvested........  44,324,471  42,853,853  377,334,346  219,606,793  1,783,734,946 3,156,330,159
  Decrease from capital shares
   repurchased................  (42,934,337) (51,456,466) (336,987,548) (155,468,156) (2,403,405,013) (3,466,020,319)
                                ----------  ----------  -----------  -----------  ------------  ------------
    Net increase (decrease)
     from capital share
     transactions.............   1,390,134  (8,602,613)  40,346,798   64,138,637  (619,670,067) (309,690,160)
                                ----------  ----------  -----------  -----------  ------------  ------------
Total increase (decrease) in
 net assets...................   5,600,468   5,780,109   59,694,350   85,308,005  (491,907,606) (252,896,426)
Net assets:
  Beginning of year...........  92,418,591  86,638,482  111,979,223   26,671,218  2,213,026,665 2,465,923,091
                                ----------  ----------  -----------  -----------  ------------  ------------
  End of year *...............  $98,019,059 $92,418,591 $171,673,573 $111,979,223 $1,721,119,059 $2,213,026,665
                                ----------  ----------  -----------  -----------  ------------  ------------
                                ----------  ----------  -----------  -----------  ------------  ------------
 * Includes accumulated net
   investment income/(loss)...  $       --  $       --  $        --  $        --  $      5,534  $      5,534
                                ----------  ----------  -----------  -----------  ------------  ------------
                                ----------  ----------  -----------  -----------  ------------  ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F31
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
 
<TABLE>
<CAPTION>
                                             CONSUMER PRODUCTS AND SERVICES FUND
                                          ------------------------------------------
                                                           CLASS A
                                          ------------------------------------------
                                                                  DECEMBER 30, 1994
                                          YEAR ENDED OCTOBER 31,   (COMMENCEMENT OF
                                                                    OPERATIONS) TO
                                          ----------------------     OCTOBER 31,
                                           1997 (D)    1996 (D)        1995 (D)
                                          ----------  ----------  ------------------
<S>                                       <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   20.98   $   14.59       $   11.43
                                          ----------  ----------       --------
Income from investment operations:
  Net investment income (loss)..........      (0.15)      (0.22)           0.02*
  Net realized and unrealized gain on
   investments..........................       2.27        7.13            3.14
                                          ----------  ----------       --------
    Net increase from investment
     operations.........................       2.12        6.91            3.16
                                          ----------  ----------       --------
Distributions to shareholders:
  From net realized gain on
   investments..........................      (0.91)      (0.52)             --
                                          ----------  ----------       --------
    Total distributions.................      (0.91)      (0.52)             --
                                          ----------  ----------       --------
Net asset value, end of period..........  $   22.19   $   20.98       $   14.59
                                          ----------  ----------       --------
                                          ----------  ----------       --------
 
Total investment return (c).............      10.55%      48.82%          27.65 % (b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $  62,637   $  76,900       $   4,082
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......      (0.72)%     (1.14)%          0.20 % (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................      (0.87)%     (1.24)%        (11.11)% (a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......       1.84%       2.24%           2.32 % (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................       1.99%       2.34%          13.63 % (a)
Portfolio turnover rate++...............        392%        169%            240 % (a)
Average commission rate per share paid
 on portfolio transactions++............  $  0.0319   $  0.0545             N/A
</TABLE>
 
- ----------------
 
 (a) Annualized.
 (b) Not annualized.
 (c) Total investment return does not include sales charges.
 (d) These selected per share operating data were calculated based upon
     average shares outstanding during the period.
  *  Before reimbursement by Chancellor LGT Asset Management, Inc., net
     investment income per share would have been reduced by $1.12, $1.04
     and $0.61 for Class A, Class B and Advisor Class, respectively.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover and average commission rates are calculated on the
     basis of the Portfolio as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F32
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
 
<TABLE>
<CAPTION>
                                                                 CONSUMER PRODUCTS AND SERVICES FUND
                                          ---------------------------------------------------------------------------------
                                                           CLASS B
                                          ------------------------------------------             ADVISOR CLASS+
                                                                                      -------------------------------------
                                                                  DECEMBER 30, 1994
                                          YEAR ENDED OCTOBER 31,   (COMMENCEMENT OF   YEAR ENDED OCTOBER 31,  JUNE 1, 1995
                                                                    OPERATIONS) TO                                 TO
                                          ----------------------     OCTOBER 31,      ----------------------   OCTOBER 31,
                                           1997 (D)    1996 (D)        1995 (D)        1997 (D)    1996 (D)     1995 (D)
                                          ----------  ----------  ------------------  ----------  ----------  -------------
<S>                                       <C>         <C>         <C>                 <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   20.79   $   14.53       $   11.43       $   21.15   $   14.64     $   11.84
                                          ----------  ----------       --------       ----------  ----------  -------------
Income from investment operations:
  Net investment income (loss)..........      (0.24)      (0.31)          (0.04) *        (0.04)      (0.13)         0.04*
  Net realized and unrealized gain on
   investments..........................       2.22        7.09            3.14            2.30        7.16          2.76
                                          ----------  ----------       --------       ----------  ----------  -------------
    Net increase from investment
     operations.........................       1.98        6.78            3.10            2.26        7.03          2.80
                                          ----------  ----------       --------       ----------  ----------  -------------
Distributions to shareholders:
  From net realized gain on
   investments..........................      (0.91)      (0.52)             --           (0.91)      (0.52)           --
                                          ----------  ----------       --------       ----------  ----------  -------------
    Total distributions.................      (0.91)      (0.52)             --           (0.91)      (0.52)           --
                                          ----------  ----------       --------       ----------  ----------  -------------
Net asset value, end of period..........  $   21.86   $   20.79       $   14.53       $   22.50   $   21.15     $   14.64
                                          ----------  ----------       --------       ----------  ----------  -------------
                                          ----------  ----------       --------       ----------  ----------  -------------
 
Total investment return (c).............       9.95%      48.11%          27.12 % (b)     11.15%      49.50%        23.65%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $  93,978   $  87,904       $   2,959       $   6,047   $   7,446     $     164
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......      (1.22)%     (1.64)%         (0.30)% (a)     (0.22)%     (0.64)%        0.70%(a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................      (1.37)%     (1.74)%        (11.61)% (a)     (0.37)%     (0.74)%      (10.61)%(a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......       2.34%       2.74%           2.82 % (a)      1.34%       1.74%         1.82%(a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................       2.49%       2.84%          14.13 % (a)      1.49%       1.84%        13.13%(a)
Portfolio turnover rate++...............        392%        169%            240 % (a)       392%        169%          240%(a)
Average commission rate per share paid
 on portfolio transactions++............  $  0.0319   $  0.0545             N/A       $  0.0319   $  0.0545           N/A
</TABLE>
 
- ----------------
 
 (a) Annualized.
 (b) Not annualized.
 (c) Total investment return does not include sales charges.
 (d) These selected per share operating data were calculated based upon
     average shares outstanding during the period.
  *  Before reimbursement by Chancellor LGT Asset Management, Inc., net
     investment income per share would have been reduced by $1.12, $1.04
     and $0.61 for Class A, Class B and Advisor Class, respectively.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover and average commission rates are calculated on the
     basis of the Portfolio as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F33
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding,
total investment return, ratios and supplemental data. This information has been
derived from information provided in the financial statements.
 
<TABLE>
<CAPTION>
                                                           FINANCIAL SERVICES FUND
                                          ---------------------------------------------------------
                                                                   CLASS A
                                          ---------------------------------------------------------
                                                                                 MAY 31, 1994
                                              YEAR ENDED OCTOBER 31,           (COMMENCEMENT OF
                                          ------------------------------        OPERATIONS) TO
                                          1997 (D)   1996 (D)   1995 (D)       OCTOBER 31, 1994
                                          --------   --------   --------   ------------------------
<S>                                       <C>        <C>        <C>        <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $ 14.20    $ 11.92    $ 11.62            $ 11.43
                                          --------   --------   --------          --------
Income from investment operations:
  Net investment income (loss)..........     0.04       0.05*      0.17* *            0.02* * *
  Net realized and unrealized gain on
   investments..........................     3.97       2.36       0.13               0.17
                                          --------   --------   --------          --------
    Net increase from investment
     operations.........................     4.01       2.41       0.30               0.19
                                          --------   --------   --------          --------
Distributions to shareholders:
  From net investment income............       --      (0.12)        --                 --
  From net realized gain on
   investments..........................    (0.99)     (0.01)        --                 --
                                          --------   --------   --------          --------
    Total distributions.................    (0.99)     (0.13)        --                 --
                                          --------   --------   --------          --------
Net asset value, end of period..........  $ 17.22    $ 14.20    $ 11.92            $ 11.62
                                          --------   --------   --------          --------
                                          --------   --------   --------          --------
 
Total investment return (c).............    29.91%     20.21%      2.58%              1.66% (b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $29,639    $ 7,302    $ 5,687            $ 3,175
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......     0.23%      0.41%      1.46%              0.66% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................     0.16%     (0.66)%    (5.34)%            (7.26)% (a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......     2.29%      2.32%      2.34%              2.40% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................     2.36%      3.39%      9.14%             10.32% (a)
Portfolio turnover rate++...............       91%       103%       170%                53% (a)
Average commission rate per share paid
 on portfolio transactions++............  $0.0014    $0.0080        N/A                N/A
</TABLE>
 
- ----------------
 
 (a) Annualized.
 (b) Not annualized.
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  *  Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.13 for each
     of the three classes.
 * * Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.59, $0.59
     and $0.30 for Class A, Class B and Advisor Class, respectively.
 * * * Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.23 for Class
     A and Class B.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover and average commission rates are calculated on the
     basis of the Portfolio as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F34
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding,
total investment return, ratios and supplemental data. This information has been
derived from information provided in the financial statements.
 
<TABLE>
<CAPTION>
                                                                       FINANCIAL SERVICES FUND
                                        --------------------------------------------------------------------------------------
                                                                                                      ADVISOR CLASS+
                                                             CLASS B                        ----------------------------------
                                        -------------------------------------------------
                                                                           MAY 31, 1994     YEAR ENDED OCTOBER    JUNE 1, 1995
                                            YEAR ENDED OCTOBER 31,       (COMMENCEMENT OF           31,                TO
                                        ------------------------------    OPERATIONS) TO    -------------------   OCTOBER 31,
                                        1997 (D)   1996 (D)   1995 (D)   OCTOBER 31, 1994   1997 (D)   1996 (D)     1995 (D)
                                        --------   --------   --------   ----------------   --------   --------   ------------
<S>                                     <C>        <C>        <C>        <C>                <C>        <C>        <C>
Per Share Operating Performance:
Net asset value, beginning of
 period...............................  $ 14.06    $ 11.83    $11.60         $11.43         $ 14.26    $ 11.95      $11.09
                                        --------   --------   --------     --------         --------   --------   ------------
Income from investment operations:
  Net investment income (loss)........    (0.04)     (0.01) *   0.11* *        0.00 * *        0.12       0.12*       0.09* *
  Net realized and unrealized gain on
   investments........................     3.94       2.34      0.12           0.17            4.01       2.36        0.77
                                        --------   --------   --------     --------         --------   --------   ------------
    Net increase from investment
     operations.......................     3.90       2.33      0.23           0.17            4.13       2.48        0.86
                                        --------   --------   --------     --------         --------   --------   ------------
Distributions to shareholders:
  From net investment income..........       --      (0.09)       --             --              --      (0.16)         --
  From net realized gain on
   investments........................    (0.99)     (0.01)       --             --           (0.99)     (0.01)         --
                                        --------   --------   --------     --------         --------   --------   ------------
    Total distributions...............    (0.99)     (0.10)       --             --           (0.99)     (0.17)         --
                                        --------   --------   --------     --------         --------   --------   ------------
Net asset value, end of period........  $ 16.97    $ 14.06    $11.83         $11.60         $ 17.40    $ 14.26      $11.95
                                        --------   --------   --------     --------         --------   --------   ------------
                                        --------   --------   --------     --------         --------   --------   ------------
 
Total investment return (c)...........    29.13%     19.81%     1.98%          1.49% (b)      30.52%     20.87%       7.75% (b)
Ratios and supplemental data:
Net assets, end of period (in
 000's)...............................  $47,585    $ 9,886    $4,548         $2,235         $ 3,738    $    72      $   31
Ratio of net investment income (loss)
 to average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT
   Asset Management, Inc. (Notes 1 &
   5).................................    (0.27)%    (0.09)%    0.96%          0.16% (a)       0.73%      0.91%       1.96% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT
   Asset Management, Inc..............    (0.34)%    (1.16)%   (5.84)%        (7.76)% (a)      0.66%(a)   (0.16)%    (4.84)% (a)
Ratio of expenses to average net
 assets:
  With expense reductions and
   reimbursement by Chancellor LGT
   Asset Management, Inc. (Notes 1 &
   5).................................     2.79%      2.82%     2.84%          2.90% (a)       1.79%      1.82%       1.84% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT
   Asset Management, Inc..............     2.86%      3.89%     9.64%         10.82% (a)       1.86%      2.89%       8.64% (a)
Portfolio turnover rate++.............       91%       103%      170%            53% (a)         91%       103%        170%
Average commission rate per share paid
 on portfolio transactions++..........  $0.0014    $0.0080       N/A            N/A         $0.0014    $0.0080         N/A
</TABLE>
 
- ----------------
 
 (a) Annualized.
 (b) Not annualized.
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  *  Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.13 for each
     of the three classes.
 * * Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.59, $0.59
     and $0.30 for Class A, Class B and Advisor Class, respectively.
 * * * Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.23 for Class
     A and Class B.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover and average commission rates are calculated on the
     basis of the Portfolio as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F35
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding,
total investment return, ratios and supplemental data. This information has been
derived from information provided in the financial statements.
 
<TABLE>
<CAPTION>
 
                                                               HEALTH CARE FUND
                                          ----------------------------------------------------------
                                                                   CLASS A+
                                          ----------------------------------------------------------
                                                            YEAR ENDED OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (D)    1996 (D)      1995      1994 (D)    1993 (D)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   23.60   $   21.84   $   19.60   $   17.86   $   17.44
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment loss...................      (0.25)      (0.17)      (0.15)      (0.22)      (0.15)
  Net realized and unrealized gain on
   investments..........................       6.48        4.79        3.73        2.02        0.57
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       6.23        4.62        3.58        1.80        0.42
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net realized gain on
   investments..........................      (1.85)      (2.86)      (1.34)         --          --
  In excess of net realized gain on
   investments..........................         --          --          --       (0.06)         --
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (1.85)      (2.86)      (1.34)      (0.06)         --
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $   27.98   $   23.60   $   21.84   $   19.60   $   17.86
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............      28.36%      23.14%      19.79%      10.11%        2.4%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 472,083   $ 467,861   $ 426,380   $ 438,940   $ 461,113
Ratio of net investment loss to average
 net assets:
  With expense reductions (Notes 1 &
   5)...................................      (1.00)%     (0.71)%     (0.72)%     (1.23)%      (0.9)%
  Without expense reductions............      (1.03)%     (0.75)%     (0.78)%       N/A         N/A
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................       1.77%       1.80%       1.85%       1.98%        2.0%
  Without expense reductions............       1.80%       1.84%       1.91%        N/A         N/A
Portfolio turnover rate++++.............        149%        157%         99%         64%         61%
Average commission rate per share paid
 on portfolio transactions++++..........  $  0.0490   $  0.0548         N/A         N/A         N/A
</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 period.
  +  All capital shares issued and outstanding as of March 31, 1993 were
     reclassified as Class A shares.
 ++  Commencing April 1, 1993, the Fund began offering Class B shares.
+++  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
++++ Portfolio turnover and average commission rates are calculated on the
     basis of the Fund as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F36
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding,
total investment return, ratios and supplemental data. This information has been
derived from information provided in the financial statements.
 
<TABLE>
<CAPTION>
                                                                        HEALTH CARE FUND
                                ------------------------------------------------------------------------------------------------
                                                                                                       ADVISOR CLASS+++
                                                         CLASS B++                            ----------------------------------
                                -----------------------------------------------------------
                                                                              APRIL 1, 1993   YEAR ENDED OCTOBER    JUNE 1, 1995
                                          YEAR ENDED OCTOBER 31,                   TO                 31,                TO
                                -------------------------------------------    OCTOBER 31,    -------------------   OCTOBER 31,
                                1997 (D)    1996 (D)      1995     1994 (D)     1993 (D)      1997 (D)   1996 (D)       1995
                                ---------   ---------   --------   --------   -------------   --------   --------   ------------
<S>                             <C>         <C>         <C>        <C>        <C>             <C>        <C>        <C>
Per Share Operating
Performance:
Net asset value, beginning of
 period.......................  $  23.15    $  21.56    $ 19.46    $ 17.80       $15.59       $ 23.77    $ 21.88      $18.66
                                ---------   ---------   --------   --------   -------------   --------   --------   ------------
Income from investment
 operations:
  Net investment loss.........     (0.37)      (0.27)     (0.25)     (0.32)       (0.14)        (0.12)     (0.05)      (0.02)
  Net realized and unrealized
   gain on investments........      6.34        4.72       3.69       2.02         2.35          6.54       4.80        3.24
                                ---------   ---------   --------   --------   -------------   --------   --------   ------------
    Net increase (decrease)
     from investment
     operations...............      5.97        4.45       3.44       1.70         2.21          6.42       4.75        3.22
                                ---------   ---------   --------   --------   -------------   --------   --------   ------------
Distributions to shareholders:
  From net realized gain on
   investments................     (1.85)      (2.86)     (1.34)        --           --         (1.85)     (2.86)         --
  In excess of net realized
   gain on investments........        --          --         --      (0.04)          --            --         --          --
                                ---------   ---------   --------   --------   -------------   --------   --------   ------------
    Total distributions.......     (1.85)      (2.86)     (1.34)     (0.04)          --         (1.85)     (2.86)         --
                                ---------   ---------   --------   --------   -------------   --------   --------   ------------
Net asset value, end of
 period.......................  $  27.27    $  23.15    $ 21.56    $ 19.46       $17.80       $ 28.34    $ 23.77      $21.88
                                ---------   ---------   --------   --------   -------------   --------   --------   ------------
                                ---------   ---------   --------   --------   -------------   --------   --------   ------------
 
Total investment return (c)...     27.75%      22.59%     19.17%      9.55%        14.2% (b)    29.00%     23.82%      17.10% (b)
Ratios and supplemental data:
Net assets, end of period (in
 000's).......................  $147,440    $107,622    $70,740    $39,100       $8,604       $ 6,819    $ 1,152      $  539
Ratio of net investment loss
 to average net assets:
  With expense reductions
   (Notes 1 & 5)..............     (1.50)%     (1.21)%    (1.22)%    (1.73)%       (1.4)% (a)   (0.50)%    (0.21)%     (0.22)% (a)
  Without expense
   reductions.................     (1.53)%     (1.25)%    (1.28)%      N/A          N/A         (0.53)%    (0.25)%     (0.28)% (a)
Ratio of expenses to average
 net assets:
  With expense reductions
   (Notes 1 & 5)..............      2.27%       2.30%      2.35%      2.48%        2.50% (a)     1.27%      1.30%       1.35% (a)
  Without expense
   reductions.................      2.30%       2.34%      2.41%       N/A          N/A          1.30%      1.34%       1.41% (a)
Portfolio turnover rate++++...       149%        157%        99%        64%          61%          149%       157%         99%
Average commission rate per
 share paid on portfolio
 transactions++++.............  $ 0.0490    $ 0.0548        N/A        N/A          N/A       $0.0490    $0.0548         N/A
</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 period.
  +  All capital shares issued and outstanding as of March 31, 1993 were
     reclassified as Class A shares.
 ++  Commencing April 1, 1993, the Fund began offering Class B shares.
+++  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
++++ Portfolio turnover and average commission rates are calculated on the
     basis of the Fund as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F37
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
 
<TABLE>
<CAPTION>
                                                           INFRASTRUCTURE FUND
                                          -----------------------------------------------------
                                                                 CLASS A
                                          -----------------------------------------------------
                                                                                MAY 31, 1994
                                                YEAR ENDED OCTOBER 31,        (COMMENCEMENT OF
                                          ----------------------------------   OPERATIONS) TO
                                           1997 (D)    1996 (D)      1995     OCTOBER 31, 1994
                                          ----------  ----------  ----------  -----------------
<S>                                       <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   14.42   $   12.11   $   12.47       $   11.43
                                          ----------  ----------  ----------  -----------------
Income from investment operations:
  Net investment income (loss)..........      (0.01)      (0.03)      (0.03) *          0.01* *
  Net realized and unrealized gain
   (loss) on investments................       1.32        2.34       (0.33)           1.03
                                          ----------  ----------  ----------  -----------------
    Net increase (decrease) from
     investment operations..............       1.31        2.31       (0.36)           1.04
                                          ----------  ----------  ----------  -----------------
Distributions to shareholders:
  From net realized gain on
   investments..........................      (0.72)         --          --              --
                                          ----------  ----------  ----------  -----------------
    Total distributions.................      (0.72)         --          --              --
                                          ----------  ----------  ----------  -----------------
Net asset value, end of period..........  $   15.01   $   14.42   $   12.11       $   12.47
                                          ----------  ----------  ----------  -----------------
                                          ----------  ----------  ----------  -----------------
 
Total investment return (c).............       9.38%      19.08%      (2.89)%          9.10% (b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $  38,281   $  38,397   $  36,241       $  23,615
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......      (0.09)%     (0.19)%     (0.32)%          0.41% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................      (0.17)%     (0.30)%     (0.58)%         (0.47)% (a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......       2.00%       2.14%       2.36%           2.40% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................       2.08%       2.25%       2.62%           3.28% (a)
Portfolio turnover rate++...............         41%         41%         45%             18%
Average commission rate per share paid
 on portfolio transactions++............  $  0.0046   $  0.0109         N/A             N/A
</TABLE>
 
- ----------------
 
 (a) Annualized.
 (b) Not Annualized.
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  *  Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.03 for Class
     A shares, $0.03 for Class B shares, and $0.02 for Advisor Class
     shares.
 * * Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.02 for Class
     A and Class B from May 31, 1994 to October 31, 1994.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover and average commission rates are calculated on the
     basis of the Portfolio as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F38
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
 
<TABLE>
<CAPTION>
                                                                           INFRASTRUCTURE FUND
                                          --------------------------------------------------------------------------------------
                                                                                                        ADVISOR CLASS+
                                                               CLASS B                        ----------------------------------
                                          -------------------------------------------------
                                                                             MAY 31, 1994     YEAR ENDED OCTOBER    JUNE 1, 1995
                                              YEAR ENDED OCTOBER 31,       (COMMENCEMENT OF           31,                TO
                                          ------------------------------    OPERATIONS) TO    -------------------   OCTOBER 31,
                                          1997 (D)   1996 (D)     1995     OCTOBER 31, 1994   1997 (D)   1996 (D)       1995
                                          --------   --------   --------   ----------------   --------   --------   ------------
<S>                                       <C>        <C>        <C>        <C>                <C>        <C>        <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $ 14.24    $ 12.03    $ 12.45        $ 11.43        $ 14.52    $ 12.14      $12.00
                                          --------   --------   --------   ----------------   --------   --------   ------------
Income from investment operations:
  Net investment income (loss)..........    (0.09)     (0.09)     (0.09) *       (0.01) * *      0.05       0.04        0.02*
  Net realized and unrealized gain
   (loss) on investments................     1.32       2.30      (0.33)          1.03           1.38       2.34        0.12
                                          --------   --------   --------   ----------------   --------   --------   ------------
    Net increase (decrease) from
     investment operations..............     1.23       2.21      (0.42)          1.02           1.43       2.38        0.14
                                          --------   --------   --------   ----------------   --------   --------   ------------
Distributions to shareholders:
  From net realized gain on
   investments..........................    (0.72)        --         --             --          (0.72)        --          --
                                          --------   --------   --------   ----------------   --------   --------   ------------
    Total distributions.................    (0.72)        --         --             --          (0.72)        --          --
                                          --------   --------   --------   ----------------   --------   --------   ------------
Net asset value, end of period..........  $ 14.75    $ 14.24    $ 12.03        $ 12.45        $ 15.23    $ 14.52      $12.14
                                          --------   --------   --------   ----------------   --------   --------   ------------
                                          --------   --------   --------   ----------------   --------   --------   ------------
 
Total investment return (c).............     8.83%     18.37%     (3.37)%         8.92% (b)     10.10%     19.60%       1.17% (b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $57,199    $53,678    $50,181        $30,954        $ 2,539    $   344      $  216
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......    (0.59)%    (0.69)%    (0.82)%        (0.09)% (a)     0.41%      0.31%       0.18% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................    (0.67)%    (0.80)%    (1.08)%        (0.97)% (a)     0.33%      0.20%      (0.08)% (a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......     2.50%      2.64%      2.86%          2.90% (a)      1.50%      1.64%       1.86% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................     2.58%      2.75%      3.12%          3.78% (a)      1.58%      1.75%       2.12% (a)
Portfolio turnover rate++...............       41%        41%        45%            18%            41%        41%         45%
Average commission rate per share paid
 on portfolio transactions++............  $0.0046    $0.0109        N/A            N/A        $0.0046    $0.0109         N/A
</TABLE>
 
- ----------------
 
 (a) Annualized.
 (b) Not Annualized.
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  *  Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.03 for Class
     A shares, $0.03 for Class B shares, and $0.02 for Advisor Class
     shares.
 * * Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.02 for Class
     A and Class B from May 31, 1994 to October 31, 1994.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover and average commission rates are calculated on the
     basis of the Portfolio as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F39
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
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>
                                                         NATURAL RESOURCES FUND
                                          -----------------------------------------------------
                                                                 CLASS A
                                          -----------------------------------------------------
                                                                                MAY 31, 1994
                                                YEAR ENDED OCTOBER 31,        (COMMENCEMENT OF
                                          ----------------------------------   OPERATIONS) TO
                                           1997 (D)    1996 (D)      1995     OCTOBER 31, 1994
                                          ----------  ----------  ----------  -----------------
<S>                                       <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   17.43   $   11.44   $   12.41       $   11.43
                                          ----------  ----------  ----------  -----------------
Income from investment operations:
  Net investment income (loss)..........      (0.25)      (0.24)       0.04*           0.06* *
  Net realized and unrealized gain
   (loss) on investments................       4.08        6.28       (0.98)           0.92
                                          ----------  ----------  ----------  -----------------
    Net increase (decrease) from
     investment operations..............       3.83        6.04       (0.94)           0.98
                                          ----------  ----------  ----------  -----------------
Distributions to shareholders:
  From net investment income............         --       (0.04)      (0.03)             --
  From net realized gain on
   investments..........................      (0.61)      (0.01)         --              --
                                          ----------  ----------  ----------  -----------------
    Total distributions.................      (0.61)      (0.05)      (0.03)             --
                                          ----------  ----------  ----------  -----------------
Net asset value, end of period..........  $   20.65   $   17.43   $   11.44       $   12.41
                                          ----------  ----------  ----------  -----------------
                                          ----------  ----------  ----------  -----------------
 
Total investment return (c).............      22.64%      53.04%      (7.58)%          8.57% (b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $  69,975   $  48,729   $  12,598       $  14,797
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......      (1.41)%     (1.55)%      0.41%           2.63% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................      (1.51)%     (1.65)%     (0.69)%          0.65% (a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......       2.03%       2.20%       2.37%           2.40% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................       2.13%       2.30%       3.47%           4.38% (a)
Portfolio turnover rate++...............        321%         94%         87%            137%
Average commission rate per share paid
 on portfolio transactions++............  $  0.0112   $  0.0243         N/A             N/A
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  *  Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income (loss) per share would have been reduced (increased)
     by $0.14, $0.13, and $0.12 for Class A, Class B, and Advisor Class,
     respectively.
 * * Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.04 for Class
     A and Class B.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover and average commission rates are calculated on the
     basis of the Portfolio as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F40
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
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>
                                                         NATURAL RESOURCES FUND
                                          -----------------------------------------------------
                                                                 CLASS B
                                          -----------------------------------------------------
                                                                                MAY 31, 1994
                                                YEAR ENDED OCTOBER 31,        (COMMENCEMENT OF
                                          ----------------------------------   OPERATIONS) TO
                                           1997 (D)    1996 (D)      1995     OCTOBER 31, 1994
                                          ----------  ----------  ----------  -----------------
<S>                                       <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   17.29   $   11.36   $   12.38       $   11.43
                                          ----------  ----------  ----------  -----------------
Income from investment operations:
  Net investment income (loss)..........      (0.33)      (0.31)      (0.02) *          0.03* *
  Net realized and unrealized gain
   (loss) on investments................       4.02        6.25       (0.98)           0.92
                                          ----------  ----------  ----------  -----------------
    Net increase (decrease) from
     investment operations..............       3.69        5.94       (1.00)           0.95
                                          ----------  ----------  ----------  -----------------
Distributions to shareholders:
  From net investment income............         --          --       (0.02)             --
  From net realized gain on
   investments..........................      (0.61)      (0.01)         --              --
                                          ----------  ----------  ----------  -----------------
    Total distributions.................      (0.61)      (0.01)      (0.02)             --
                                          ----------  ----------  ----------  -----------------
Net asset value, end of period..........  $   20.37   $   17.29   $   11.36       $   12.38
                                          ----------  ----------  ----------  -----------------
                                          ----------  ----------  ----------  -----------------
 
Total investment return (c).............      21.99%      52.39%      (8.05)%          8.31% (b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $  86,812   $  57,749   $  13,978       $  13,404
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......      (1.91)%     (2.05)%     (0.09)%          2.13% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................      (2.01)%     (2.15)%     (1.19)%          0.15% (a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......       2.53%       2.70%       2.87%           2.90% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................       2.63%       2.80%       3.97%           4.88% (a)
Portfolio turnover rate++...............        321%         94%         87%            137%
Average commission rate per share paid
 on portfolio transactions++............  $  0.0112   $  0.0243         N/A             N/A
 
<CAPTION>
 
                                                        ADVISOR CLASS+
                                             -------------------------------------
 
                                             YEAR ENDED OCTOBER 31,  JUNE 1, 1995
                                                                          TO
                                             ----------------------   OCTOBER 31,
                                             1997 (D)     1996 (D)       1995
                                             ---------   ----------  -------------
<S>                                       <C>            <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....     $ 17.47     $   11.47     $   11.45
                                             ---------   ----------  -------------
Income from investment operations:
  Net investment income (loss)..........       (0.14)        (0.17)         0.11*
  Net realized and unrealized gain
   (loss) on investments................        4.08          6.28         (0.09)
                                             ---------   ----------  -------------
    Net increase (decrease) from
     investment operations..............        3.94          6.11          0.02
                                             ---------   ----------  -------------
Distributions to shareholders:
  From net investment income............          --         (0.10)           --
  From net realized gain on
   investments..........................       (0.61)        (0.01)           --
                                             ---------   ----------  -------------
    Total distributions.................       (0.61)        (0.11)           --
                                             ---------   ----------  -------------
Net asset value, end of period..........     $ 20.80     $   17.47     $   11.47
                                             ---------   ----------  -------------
                                             ---------   ----------  -------------
Total investment return (c).............       23.23%        53.76%         0.17%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....     $14,886     $   5,502     $      95
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......       (0.91)%       (1.05)%        0.91%(a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................       (1.01)%       (1.15)%       (0.19)%(a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......        1.53%         1.70%         1.87%(a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................        1.63%         1.80%         2.97%(a)
Portfolio turnover rate++...............         321%           94%           87%
Average commission rate per share paid
 on portfolio transactions++............     $0.0112     $  0.0243           N/A
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  *  Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income (loss) per share would have been reduced (increased)
     by $0.14, $0.13, and $0.12 for Class A, Class B, and Advisor Class,
     respectively.
 * * Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.04 for Class
     A and Class B.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover and average commission rates are calculated on the
     basis of the Portfolio as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F41
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
 
<TABLE>
<CAPTION>
 
                                                           TELECOMMUNICATIONS FUND
                                          ----------------------------------------------------------
                                                                   CLASS A+
                                          ----------------------------------------------------------
                                                            YEAR ENDED OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (D)    1996 (D)      1995      1994 (D)      1993
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   16.69   $   16.42   $   17.80   $   16.92   $   11.16
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income (loss)..........      (0.17)      (0.13)      (0.09)      (0.01)       0.08
  Net realized and unrealized gain
   (loss) on investments................       2.93        1.22       (0.43)       1.17        5.83
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       2.76        1.09       (0.52)       1.16        5.91
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............         --          --          --       (0.01)      (0.15)
  From net realized gain on
   investments..........................      (1.41)      (0.82)      (0.86)      (0.27)         --
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (1.41)      (0.82)      (0.86)      (0.28)      (0.15)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $   18.04   $   16.69   $   16.42   $   17.80   $   16.92
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............      17.70%       7.00%      (2.88)%      7.02%      53.60%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 910,801   $1,204,428  $1,353,722  $1,644,402  $1,223,340
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions (Notes 1 &
   5)...................................      (1.01)%     (0.84)%     (0.49)%     (0.02)%      0.80%
  Without expense reductions............      (1.06)%     (0.89)%     (0.55)%       N/A         N/A
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................       1.79%       1.74%       1.77%       1.80%        2.0%
  Without expense reductions............       1.84%       1.79%       1.83%        N/A         N/A
Portfolio turnover rate++++.............         35%         37%         62%         57%         41%
Average commission rate per share paid
 on portfolio transactions++++..........  $  0.0085   $  0.0165         N/A         N/A         N/A
</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 the average
     shares outstanding during the period.
  +  All capital shares issued and outstanding March 31, 1993 were
     reclassified as Class A shares.
 ++  Commencing April 1, 1993, the Fund began offering Class B shares.
+++  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
++++ Portfolio turnover and average commission rates are calculated on the
     basis of the Fund as whole without distinguishing between the classes
     of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F42
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
<TABLE>
<CAPTION>
                                                                        TELECOMMUNICATIONS FUND
                                          -----------------------------------------------------------------------------------
                                                                   CLASS B++                              ADVISOR CLASS+++
                                          -----------------------------------------------------------  ----------------------
                                                                                           APRIL 1,
                                                                                             1993      YEAR ENDED OCTOBER 31,
                                                      YEAR ENDED OCTOBER 31,                  TO
                                          ----------------------------------------------  OCTOBER 31,  ----------------------
                                           1997 (D)    1996 (D)      1995      1994 (D)      1993       1997 (D)    1996 (D)
                                          ----------  ----------  ----------  ----------  -----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>          <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   16.37   $   16.20   $   17.66   $   16.87    $   12.68   $   16.81   $   16.46
                                          ----------  ----------  ----------  ----------  -----------  ----------  ----------
Income from investment operations:
  Net investment income (loss)..........      (0.25)      (0.23)      (0.17)      (0.10)        0.01       (0.09)      (0.05)
  Net realized and unrealized gain
   (loss) on investments................       2.87        1.22       (0.43)       1.17         4.18        2.97        1.22
                                          ----------  ----------  ----------  ----------  -----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       2.62        0.99       (0.60)       1.07         4.19        2.88        1.17
                                          ----------  ----------  ----------  ----------  -----------  ----------  ----------
Distributions to shareholders:
  From net investment income............         --          --          --       (0.01)          --          --          --
  From net realized gain on
   investments..........................      (1.41)      (0.82)      (0.86)      (0.27)          --       (1.41)      (0.82)
                                          ----------  ----------  ----------  ----------  -----------  ----------  ----------
    Total distributions.................      (1.41)      (0.82)      (0.86)      (0.28)          --       (1.41)      (0.82)
                                          ----------  ----------  ----------  ----------  -----------  ----------  ----------
Net asset value, end of period..........  $   17.58   $   16.37   $   16.20   $   17.66    $   16.87   $   18.28   $   16.81
                                          ----------  ----------  ----------  ----------  -----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  -----------  ----------  ----------
 
Total investment return (c).............      17.15%       6.46%      (3.37)%      6.50%        33.0%(b)     18.33%      7.49%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 805,535   $1,007,654  $1,111,520  $1,184,081   $ 455,335   $   4,783   $     945
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions (Notes 1 &
   5)...................................      (1.51)%     (1.34)%     (0.99)%     (0.52)%        0.3%(a)     (0.51)%     (0.34)%
  Without expense reductions............      (1.56)%     (1.39)%     (1.05)%       N/A          N/A       (0.56)%     (0.39)%
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................       2.29%       2.24%       2.27%       2.30%         2.5%(a)      1.29%      1.24%
  Without expense reductions............       2.34%       2.29%       2.33%        N/A          N/A        1.34%       1.29%
Portfolio turnover rate++++.............         35%         37%         62%         57%          41%         35%         37%
Average commission rate per share paid
 on portfolio transactions++++..........  $  0.0085   $  0.0165         N/A         N/A          N/A   $  0.0085   $  0.0165
 
<CAPTION>
 
                                          JUNE 1, 1995
                                               TO
                                           OCTOBER 31,
                                              1995
                                          -------------
<S>                                       <C>
Per Share Operating Performance:
Net asset value, beginning of period....    $   15.24
                                          -------------
Income from investment operations:
  Net investment income (loss)..........           --
  Net realized and unrealized gain
   (loss) on investments................         1.22
                                          -------------
    Net increase (decrease) from
     investment operations..............         1.22
                                          -------------
Distributions to shareholders:
  From net investment income............           --
  From net realized gain on
   investments..........................           --
                                          -------------
    Total distributions.................           --
                                          -------------
Net asset value, end of period..........    $   16.46
                                          -------------
                                          -------------
Total investment return (c).............         7.94%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....    $     681
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions (Notes 1 &
   5)...................................         0.01%(a)
  Without expense reductions............         0.07%(a)
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................         1.27%(a)
  Without expense reductions............         1.33%(a)
Portfolio turnover rate++++.............           62%
Average commission rate per share paid
 on portfolio transactions++++..........          N/A
</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 the average
     shares outstanding during the period.
  +  All capital shares issued and outstanding March 31, 1993 were
     reclassified as Class A shares.
 ++  Commencing April 1, 1993, the Fund began offering Class B shares.
+++  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
++++ Portfolio turnover and average commission rates are calculated on the
     basis of the Fund as whole without distinguishing between the classes
     of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F43
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                                    NOTES TO
                              FINANCIAL STATEMENTS
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
1. SIGNIFICANT ACCOUNTING POLICIES
GT Global Consumer Products and Services Fund, GT Global Financial Services
Fund, GT Global Health Care Fund, GT Global Infrastructure Fund, GT Global
Natural Resources Fund and GT Global Telecommunications Fund ("Funds") are
separate series of G.T. Investment Funds, Inc. ("Company"). Collectively, these
Funds are known as the "GT Global Theme Funds". The Company is organized as a
Maryland corporation and is registered under the Investment Company Act of 1940,
as amended ("1940 Act"), as an open-end management investment company. The
Company has thirteen series of shares in operation, each series corresponding to
a distinct portfolio of investments.
 
The GT Global Consumer Products and Services Fund, GT Global Financial Services
Fund, GT Global Infrastructure Fund, and GT Global Natural Resources Fund each
invests substantially all of its investable assets in Global Consumer Products
and Services Portfolio, Global Financial Services Portfolio, Global
Infrastructure Portfolio, and Global Natural Resources Portfolio ("Portfolios"),
respectively. Each Portfolio is organized as a subtrust of a New York common law
trust ("Trust") and is registered under the 1940 Act as an open-end management
investment company.
 
The Portfolios have investment objectives, policies, and limitations
substantially identical to those of their corresponding Funds. Therefore, the
financial statements of the aforementioned Funds and their respective Portfolios
have been presented on a consolidated basis, and represent all activities of
both the respective Funds and Portfolios. Through October 31, 1997, all of the
shares of beneficial interest of each Portfolio were owned by either its
respective Fund or Chancellor LGT Asset Management, Inc. (the "Manager"), which
has a nominal ($100) investment in each Portfolio.
 
The Funds offer Class A, Class B, and Advisor Class shares, each of which has
equal rights as to assets and voting privileges except that 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 each 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 service and 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 Funds and Portfolios in the preparation
of the financial statements.
 
(A) PORTFOLIO VALUATION
The Funds calculate the net asset value of and complete 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 on 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 the Manager to be the
primary market.
 
Fixed income investments are valued at the mean of representative quoted bid and
ask 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 are valued at
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
Company's Board of Directors or the Trusts' 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 Company's Board of Directors or
the Trusts' Board of Trustees.
 
(B) FOREIGN CURRENCY TRANSLATION
The accounting records of each Fund and Portfolio are maintained in U.S.
dollars. The market values of foreign securities, currency holdings, and other
assets and liabilities are recorded in the books and records of the Funds or
Portfolios (the phrase "Fund or Portfolio" hereinafter includes the GT Global
Health Care Fund, the GT Global Telecommunications Fund, and the four
Portfolios) 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.
 
                                      F44
<PAGE>
                             GT GLOBAL THEME FUNDS
 
A Fund or Portfolio does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss from
investments.
 
Reported net realized foreign exchange gains or 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 difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's or Portfolio'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 year end, resulting from changes in exchange rates.
 
(C) REPURCHASE AGREEMENTS
With respect to repurchase agreements entered into by a Fund or Portfolio, it is
the Fund's or Portfolio's policy to always receive, as collateral, United States
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 or Portfolio 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 or Portfolio as an unrealized gain or loss.
When the Forward Contract is closed, the Fund or Portfolio 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. Forward Contracts involve market risk
in excess of the amount shown in the Fund's or Portfolio's "Statement of Assets
and Liabilities". A Fund or Portfolio could be exposed to risk if a counterparty
is unable to meet the terms of the contract or if the value of the currency
changes unfavorably. A Fund or Portfolio 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 a Fund or Portfolio writes a call or put option, an amount equal to the
premium received is included in the Fund's or Portfolio's "Statement of Assets
and Liabilities" as an asset and an equivalent liability. The amount of the
liability is subsequently marked-to-market to reflect the current market value
of the option. The current market value of an option listed on a traded exchange
is valued at its last bid price, or, in the case of an 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 or Portfolio 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 or Portfolio can write options only on a covered basis,
which, for a call, requires that the Fund or Portfolio hold the underlying
security and, for a put, requires the Fund or Portfolio 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 or Portfolio 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 or Portfolio for the purchase of a call or put
option is included in the Fund's or Portfolio'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 or Portfolio has
purchased expires on the stipulated expiration date, the Fund or Portfolio
realizes a loss in the amount of the cost of the option. If the Fund or
Portfolio enters into a closing sale transaction, the Fund or Portfolio 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 or Portfolio
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 or Portfolio
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 or Portfolio 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 or Portfolio 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 or Portfolio 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 a
Fund or Portfolio 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 or Portfolio
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 or Portfolio as unrealized gains
or losses. When the contract is closed, the Fund or Portfolio records a realized
gain or loss equal to the difference
 
                                      F45
<PAGE>
                             GT GLOBAL THEME FUNDS
 
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 or Portfolio is that the
change in value of the underlying securities may not correlate to the change in
value of the contracts. A Fund or Portfolio 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. A Fund or Portfolio may
trade securities on other than normal settlement terms. This may increase the
risk if the other party to the transaction fails to deliver and causes the Fund
or Portfolio to subsequently invest at less advantageous prices.
 
(H) PORTFOLIO SECURITIES LOANED
At October 31, 1997, stocks with an aggregate value listed below were on loan to
brokers. The loans were secured by cash collateral received by the Funds or
Portfolios:
 
<TABLE>
<CAPTION>
                                                                               YEAR ENDED
                                                  OCTOBER 31, 1997            OCTOBER 31,
                                          --------------------------------        1997
                                          AGGREGATE VALUE        CASH        --------------
                                              ON LOAN         COLLATERAL     FEES RECEIVED
                                          ---------------   --------------   --------------
<S>                                       <C>               <C>              <C>
Global Consumer Products and Services
 Portfolio..............................   $  4,385,800      $   4,476,600      $121,197
Global Financial Services Portfolio.....      1,715,052          1,813,650        18,080
GT Global Health Care Fund..............     33,287,031         33,773,900        96,689
Global Infrastructure Portfolio.........      3,149,538          3,301,300        84,150
Global Natural Resources Portfolio......     12,448,138         12,910,000        66,945
GT Global Telecommunications Fund.......    132,935,037        137,795,261       888,654
</TABLE>
 
For international securities, cash collateral is received by a Fund or Portfolio
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 a Fund or Portfolio against loaned securities in the
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.
Fees received from securities loaned were used to reduce the Funds' or
Portfolios' custodian and other administrative expenses.
 
(I) TAXES
It is the intended policy of the Funds and Portfolios 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 Funds to make
distributions sufficient to avoid imposition of any excise tax under Section
4982 of the Code. Therefore, no provision has been made for Federal taxes on
income, capital gains, unrealized appreciation of securities held, or excise tax
on income and capital gains.
 
(J) DISTRIBUTIONS TO SHAREHOLDERS
Distributions to shareholders are recorded by each 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 Funds or Portfolios and timing
differences.
 
(K) DEFERRED ORGANIZATIONAL EXPENSES
Expenses incurred by the GT Global Consumer Products and Services Fund, GT
Global Financial Services Fund, GT Global Infrastructure Fund, and GT Global
Natural Resources Fund in connection with their organizations, their initial
registration with the Securities and Exchange Commission and with various states
and the initial public offering of its shares aggregated $51,500, $63,100,
$51,500, and $51,500, respectively. These expenses are being amortized on a
straightline basis over a five-year period.
 
(L) 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 or Portfolio's investments in
emerging market countries may involve greater risks than investments in more
developed markets and the price 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.
 
In addition, each Fund or Portfolio may focus its investments in certain related
consumer products and services, financial services, health care, infrastructure,
natural resources, or telecommunications industries, subjecting the Fund or
Portfolio to greater risk than a fund that is more diversified.
 
(M) INDEXED SECURITIES
A Fund or Portfolio 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.
 
                                      F46
<PAGE>
                             GT GLOBAL THEME FUNDS
 
(N) RESTRICTED SECURITIES
A Fund or Portfolio 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. At the end of the period,
restricted securities (excluding 144A issues) are shown at the end of the Fund's
or Portfolio's Portfolio of Investments.
 
(O) LINE OF CREDIT
Each of the Funds, along with certain other funds ("GT Funds") advised and/or
administered by the Manager, has a line of credit with each of BankBoston and
State Street Bank & Trust Company. The arrangements with the banks allow the GT
Funds to borrow an aggregate maximum amount of $200,000,000. Each Fund is
limited to borrowing up to 33 1/3% of the value of each Fund's total assets. On
October 31, 1997, GT Global Natural Resources Fund had $4,670,000 in loans
outstanding.
 
For the year ended October 31, 1997, the weighted average outstanding daily
balance of bank loans (based on the number of days the loans were outstanding)
for GT Global Consumer Products Fund, GT Global Health Care Fund, GT Global
Natural Resources Fund and GT Global Telecommunications Fund was $2,217,765,
$4,916,667, $4,008,879 and $26,570,611, respectively, with a weighted average
interest rate of 6.14%, 6.61%, 6.32% and 6.32%, respectively. Interest expense
for the GT Global Consumer Products Fund, GT Global Health Care Fund, GT Global
Natural Resources Fund and GT Global Telecommunications Fund for the year ended
October 31, 1997 was $6,616, $21,656, $64,318 and $527,303, respectively.
Interest expense is included in "Other Expenses" on the Statement of Operations.
 
2. RELATED PARTIES
Chancellor LGT Asset Management, Inc. is the Funds' and Portfolios' investment
manager and administrator. GT Global Consumer Products and Services Fund, GT
Global Financial Services Fund, GT Global Infrastructure Fund, and GT Global
Natural Resources Fund each pays the Manager administration fees at the
annualized rate of 0.25% of such Fund's average daily net assets. Each of the
Portfolios pays investment management and administration fees to the Manager at
the annualized rate of 0.725% on the first $500 million of average daily net
assets of the Portfolio; 0.70% on the next $500 million; 0.675% on the next $500
million; and 0.65% on amounts thereafter. GT Global Health Care Fund and GT
Global Telecommunications Fund each pays investment management and
administration fees to the Manager at the annualized rate of 0.975% on the first
$500 million of 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.
 
GT Global, Inc. ("GT Global"), an affiliate of the Manager, serves as the Funds'
distributor. The Funds offer Class A, Class B, and Advisor Class shares for
purchase.
 
Class A shares are subject to initial sales charges imposed at the time of
purchase, in accordance with the schedule included in the Funds' current
prospectus. GT Global 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 October 31, 1997, GT Global retained the
following sales charges: $85,990 for the GT Global Consumer Products and
Services Fund, $22,263 for the GT Global Financial Services Fund, $54,971 for
the GT Global Health Care Fund, $24,983 for the GT Global Infrastructure Fund,
$63,915 for the GT Global Natural Resources Fund, and $131,495 for the GT Global
Telecommunications Fund. Purchases of Class A shares exceeding $500,000 may be
subject to a contingent deferred sales charge ("CDSC") upon redemption, in
accordance with the Funds' current prospectus. GT Global collected CDSCs for the
year ended October 31, 1997, as follows: $5,032 for the GT Global Consumer
Products and Services Fund, $0 for the GT Global Financial Services Fund,
$15,375 for the GT Global Health Care Fund, $115 for the GT Global
Infrastructure Fund, $12,885 for the GT Global Natural Resources Fund, and
$11,930 for the GT Global Telecommunications Fund. GT Global 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, GT Global, 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 Funds' current
prospectus. For the year ended October 31, 1997, GT Global collected CDSCs in
the amount of: $503,378 for the GT Global Consumer Products and Services Fund,
$81,031 for the GT Global Financial Services Fund, $530,383 for the GT Global
Health Care Fund, $261,504 for the GT Global Infrastructure Fund, $404,993 for
the GT Global Natural Resources Fund, and $7,104,939 for the GT Global
Telecommunications Fund. In addition, GT Global makes ongoing shareholder
servicing and trail commission payments to dealers whose clients hold Class B
shares.
 
Pursuant to Rule 12b-1 under the 1940 Act, the Company's Board of Directors has
adopted separate distribution plans with respect to the Funds' Class A shares
("Class A Plan") and Class B shares ("Class B Plan"), pursuant to which a Fund
reimburses GT Global for a portion of its shareholder servicing and
distributions expenses. Under the Class A Plan, a Fund may 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 may pay GT Global a
distribution fee at the annualized rate of up to 0.50% 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 GT Global's expenditures incurred in providing
services as distributor. All expenses for which GT Global is reimbursed under
the Class A Plan will have been incurred within one year of such reimbursement.
 
Pursuant to the Class B Plan, a Fund may pay GT Global a service fee at the
annualized rate of up to 0.25% of the average daily net assets
 
                                      F47
<PAGE>
                             GT GLOBAL THEME FUNDS
 
of the Fund's Class B shares for GT Global's expenditures incurred in servicing
and maintaining shareholder accounts, and may 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 may be carried forward for reimbursement in subsequent years as
long as that Plan continues in effect.
 
The Manager and GT Global voluntarily have undertaken to limit each Fund's
expenses (exclusive of brokerage commissions, taxes, interest, and extraordinary
expense) to the maximum annual rate of 2.40%, 2.90%, and 1.90% 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 fees, waivers by GT Global of payments under
the Class A Plan and/or Class B Plan and/or reimbursements by the Manager or GT
Global of portions of the Fund's other operating expenses.
 
Effective November 1, 1997, the Manager and GT Global have undertaken to limit
each Fund's expenses (exclusive of brokerage commissions, taxes, interest, and
extraordinary expenses) to the annual rate of 2.00%, 2.50%, and 1.50% of the
average daily net assets of the Fund's Class A, Class B and Advisor Class
shares, respectively. This undertaking may be changed or eliminated in the
future.
 
GT Global Investor Services, Inc. ("GT Services"), an affiliate of the Manager
and GT Global, is the transfer agent of the Funds. For performing shareholder
servicing, reporting, and general transfer agent services, GT Services receives
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 is reimbursed by the
Funds 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 Funds and Portfolios.
The monthly fee for these services to the Manager is a percentage, not to exceed
0.03% annually, of a Fund or Portfolio's average daily net assets. The annual
fee rate is derived by applying 0.03% to the first $5 billion of assets of all
registered mutual funds advised by the Manager and 0.02% to the assets in excess
of $5 billion and allocating the result according to each Fund's average daily
net assets.
 
The Company pays each Director who is not an employee, officer or director of
the Manager, or any other affiliated company $5,000 per year plus $300 for each
meeting of the board or any committee thereof attended by the Director. Each
Portfolio pays each of its Trustees who is not an employee, officer, or director
of the Manager, GT Global or GT Services $500 per year plus $150 for each
meeting of the board or any committee thereof attended by the Trustee.
 
3. PURCHASES AND SALES OF SECURITIES
The following summarizes purchases and sales of investment securities, other
than short-term investments, by each Fund or Portfolio for the year ended
October 31, 1997:
 
                       PURCHASES AND SALES OF SECURITIES
 
<TABLE>
<CAPTION>
PORTFOLIO                                                                PURCHASES        SALES
- ----------------------------------------------------------------------  ------------  --------------
<S>                                                                     <C>           <C>
Global Consumer Products and Services Portfolio.......................  $612,647,861  $  664,389,208
Global Financial Services Portfolio...................................    92,386,002      40,245,074
GT Global Health Care Fund............................................   787,196,366     891,939,099
Global Infrastructure Portfolio.......................................    39,949,012      39,409,094
Global Natural Resources Portfolio....................................   443,019,604     403,198,520
GT Global Telecommunications Fund.....................................   645,313,904   1,492,219,852
</TABLE>
 
4. CAPITAL SHARES
At October 31, 1997, there were 6,000,000,000 shares of the Company's common
stock authorized, at $0.0001 par value. Of this amount, 400,000,000 were
classified as shares of the GT Global Telecommunications Fund; 400,000,000 were
classified as shares of GT Global Government Income Fund; 200,000,000 were
classified as shares of GT Global Developing Markets Fund; 200,000,000 were
classified as shares of GT Global Health Care Fund; 200,000,000 were classified
as shares of GT Global Strategic Income Fund; 200,000,000 were classified as
shares of GT Global Currency Fund (inactive); 200,000,000 were classified as
shares of GT Global Growth & Income Fund; 200,000,000 were classified as shares
of GT Global Small Companies Fund (inactive); 200,000,000 were classified as
shares of GT Global Latin America Growth Fund; 200,000,000 were classified as
shares of GT Global Emerging Markets Fund; 200,000,000 were classified as shares
of GT Global High Income Fund; 200,000,000 were classified as shares of GT
Global Financial Services Fund; 200,000,000 were classified as shares of GT
Global Natural Resources Fund; 200,000,000 were classified as shares of GT
Global Infrastructure Fund; 200,000,000 were classified as shares of GT Global
Consumer Products and Services Fund. The shares of each of the foregoing series
of the Company were divided equally into two classes, designated Class A and
Class B common stock. With respect to the issuance of Advisor Class shares,
100,000,000 shares were classified as shares of each of the fifteen series of
the Company and designated as Advisor Class common stock. 1,100,000,000 shares
remain unclassified. Transactions in capital shares of the Fund were as follows:
 
                                      F48
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                           CAPITAL SHARE TRANSACTIONS
 
GT GLOBAL CONSUMER PRODUCTS & SERVICES FUND
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                               OCTOBER 31, 1997            OCTOBER 31, 1996
                                          --------------------------  --------------------------
CLASS A                                     SHARES        AMOUNT        SHARES        AMOUNT
- ----------------------------------------  -----------  -------------  -----------  -------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    3,438,964  $  69,880,587    6,142,401  $ 118,779,939
Shares issued in connection with
  reinvestment of distributions.........      143,274      2,884,089       13,656        202,166
                                          -----------  -------------  -----------  -------------
                                            3,582,238     72,764,676    6,156,057    118,982,105
Shares repurchased......................   (4,424,828)   (88,957,730)  (2,769,898)   (54,486,898)
                                          -----------  -------------  -----------  -------------
Net increase (decrease).................     (842,590) $ (16,193,054)   3,386,159  $  64,495,207
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
CLASS B
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    2,703,434  $  53,329,784    5,689,956  $ 110,105,123
Shares issued in connection with
  reinvestment of distributions.........      168,859      3,364,713       10,957        161,052
                                          -----------  -------------  -----------  -------------
                                            2,872,293     56,694,497    5,700,913    110,266,175
Shares repurchased......................   (2,802,820)   (55,171,454)  (1,675,446)   (32,960,366)
                                          -----------  -------------  -----------  -------------
Net increase............................       69,473  $   1,523,043    4,025,467  $  77,305,809
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
ADVISOR CLASS
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................      287,832  $   6,471,623      589,226  $  12,396,492
Shares issued in connection with
  reinvestment of distributions.........       15,186        308,573          402          5,969
                                          -----------  -------------  -----------  -------------
                                              303,018      6,780,196      589,628     12,402,461
Shares repurchased......................     (386,341)    (7,704,551)    (248,775)    (5,293,607)
                                          -----------  -------------  -----------  -------------
Net increase (decrease).................      (83,323) $    (924,355)     340,853  $   7,108,854
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
GT GLOBAL FINANCIAL SERVICES FUND
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                               OCTOBER 31, 1997            OCTOBER 31, 1996
                                          --------------------------  --------------------------
CLASS A                                     SHARES        AMOUNT        SHARES        AMOUNT
- ----------------------------------------  -----------  -------------  -----------  -------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    3,783,353  $  60,418,186      900,372  $  11,973,497
Shares issued in connection with
  reinvestment of distributions.........       35,121        488,531        3,997         50,562
                                          -----------  -------------  -----------  -------------
                                            3,818,474     60,906,717      904,369     12,024,059
Shares repurchased......................   (2,611,893)   (41,931,634)    (867,261)   (11,494,650)
                                          -----------  -------------  -----------  -------------
Net increase............................    1,206,581  $  18,975,083       37,108  $     529,409
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
CLASS B
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    4,102,099  $  64,968,183      596,980  $   7,792,181
Shares issued in connection with
  reinvestment of distributions.........       44,922        618,563        2,898         36,456
                                          -----------  -------------  -----------  -------------
                                            4,147,021     65,586,746      599,878      7,828,637
Shares repurchased......................   (2,045,933)   (32,384,709)    (281,339)    (3,677,982)
                                          -----------  -------------  -----------  -------------
Net increase............................    2,101,088  $  33,202,037      318,539  $   4,150,655
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
ADVISOR CLASS
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................      220,956  $   4,021,549        3,500  $      47,698
Shares issued in connection with
  reinvestment of distributions.........          359          5,018           35            420
                                          -----------  -------------  -----------  -------------
                                              221,315      4,026,567        3,535         48,118
Shares repurchased......................      (11,568)      (198,290)      (1,103)       (14,704)
                                          -----------  -------------  -----------  -------------
Net increase............................      209,747  $   3,828,277        2,432  $      33,414
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
                                      F49
<PAGE>
                             GT GLOBAL THEME FUNDS
 
GT GLOBAL HEALTH CARE FUND
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                               OCTOBER 31, 1997            OCTOBER 31, 1996
                                          --------------------------  --------------------------
CLASS A                                     SHARES        AMOUNT        SHARES        AMOUNT
- ----------------------------------------  -----------  -------------  -----------  -------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................   31,631,342  $ 772,292,073   84,410,204  $1,903,687,570
Shares issued in connection with
  reinvestment of distributions.........    1,208,813     27,043,227    2,009,491     41,475,881
                                          -----------  -------------  -----------  -------------
                                           32,840,155    799,335,300   86,419,695  1,945,163,451
Shares repurchased......................  (35,792,763)  (876,621,319) (86,124,175) (1,957,478,015)
                                          -----------  -------------  -----------  -------------
Net increase (decrease).................   (2,952,608) $ (77,286,019)     295,520  $ (12,314,564)
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
CLASS B
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    6,206,431  $ 152,327,079    6,741,207  $ 157,453,975
Shares issued in connection with
  reinvestment of distributions.........      321,688      7,045,104      411,416      8,363,880
                                          -----------  -------------  -----------  -------------
                                            6,528,119    159,372,183    7,152,623    165,817,855
Shares repurchased......................   (5,770,947)  (142,017,878)  (5,784,194)  (129,761,569)
                                          -----------  -------------  -----------  -------------
Net increase............................      757,172  $  17,354,305    1,368,429  $  36,056,286
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
ADVISOR CLASS
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    1,865,809  $  48,687,774    1,142,479  $  27,246,793
Shares issued in connection with
  reinvestment of distributions.........        2,543         57,375        3,280         67,679
                                          -----------  -------------  -----------  -------------
                                            1,868,352     48,745,149    1,145,759     27,314,472
Shares repurchased......................   (1,676,189)   (43,406,078)  (1,121,971)   (26,090,499)
                                          -----------  -------------  -----------  -------------
Net increase............................      192,163  $   5,339,071       23,788  $   1,223,973
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
GT GLOBAL INFRASTRUCTURE FUND
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                               OCTOBER 31, 1997            OCTOBER 31, 1996
                                          --------------------------  --------------------------
CLASS A                                     SHARES        AMOUNT        SHARES        AMOUNT
- ----------------------------------------  -----------  -------------  -----------  -------------
Shares sold.............................    1,282,535  $  19,272,428    2,175,475  $  30,275,819
<S>                                       <C>          <C>            <C>          <C>
Shares issued in connection with
  reinvestment of distributions.........      123,795      1,776,449           --             --
                                          -----------  -------------  -----------  -------------
                                            1,406,330     21,048,877    2,175,475     30,275,819
Shares repurchased......................   (1,518,962)   (23,157,570)  (2,503,715)   (33,964,432)
                                          -----------  -------------  -----------  -------------
Net decrease............................     (112,632) $  (2,108,693)    (328,240) $  (3,688,613)
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
CLASS B
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    1,233,796  $  18,394,879      903,064  $  12,423,925
Shares issued in connection with
  reinvestment of distributions.........      164,966      2,337,575           --             --
                                          -----------  -------------  -----------  -------------
                                            1,398,762     20,732,454      903,064     12,423,925
Shares repurchased......................   (1,288,192)   (19,574,097)  (1,306,101)   (17,421,173)
                                          -----------  -------------  -----------  -------------
Net increase (decrease).................      110,570  $   1,158,357     (403,037) $  (4,997,248)
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
ADVISOR CLASS
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................      154,643  $   2,526,548       11,122  $     154,109
Shares issued in connection with
  reinvestment of distributions.........        1,147         16,592           --             --
                                          -----------  -------------  -----------  -------------
                                              155,790      2,543,140       11,122        154,109
Shares repurchased......................      (12,773)      (202,670)      (5,256)       (70,861)
                                          -----------  -------------  -----------  -------------
Net increase............................      143,017  $   2,340,470        5,866  $      83,248
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
                                      F50
<PAGE>
                             GT GLOBAL THEME FUNDS
 
GT GLOBAL NATURAL RESOURCES FUND
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                               OCTOBER 31, 1997            OCTOBER 31, 1996
                                          --------------------------  --------------------------
CLASS A                                     SHARES        AMOUNT        SHARES        AMOUNT
- ----------------------------------------  -----------  -------------  -----------  -------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................   14,008,426  $ 250,536,207    9,220,103  $ 142,385,816
Shares issued in connection with
  reinvestment of distributions.........       97,424      1,671,792        3,977         47,892
                                          -----------  -------------  -----------  -------------
                                           14,105,850    252,207,999    9,224,080    142,433,708
Shares repurchased......................  (13,512,928)  (239,425,288)  (7,529,884)  (116,812,100)
                                          -----------  -------------  -----------  -------------
Net increase............................      592,922  $  12,782,711    1,694,196  $  25,621,608
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
CLASS B
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    5,227,207  $  91,103,073    4,288,540  $  66,460,658
Shares issued in connection with
  reinvestment of distributions.........      120,229      2,044,194          709          8,495
                                          -----------  -------------  -----------  -------------
                                            5,347,436     93,147,267    4,289,249     66,469,153
Shares repurchased......................   (4,425,914)   (75,084,090)  (2,178,862)   (33,276,553)
                                          -----------  -------------  -----------  -------------
Net increase............................      921,522  $  18,063,177    2,110,387  $  33,192,600
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
ADVISOR CLASS
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    1,573,656  $  31,848,691      663,037  $  10,703,010
Shares issued in connection with
  reinvestment of distributions.........        7,576        130,389           77            922
                                          -----------  -------------  -----------  -------------
                                            1,581,232     31,979,080      663,114     10,703,932
Shares repurchased......................   (1,180,622)   (22,478,170)    (356,384)    (5,379,503)
                                          -----------  -------------  -----------  -------------
Net increase............................      400,610  $   9,500,910      306,730  $   5,324,429
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
GT GLOBAL TELECOMMUNICATIONS FUND
 
<TABLE>
<CAPTION>
                                                   YEAR ENDED                     YEAR ENDED
                                                OCTOBER 31, 1997               OCTOBER 31, 1996
                                          -----------------------------  -----------------------------
CLASS A                                      SHARES         AMOUNT          SHARES         AMOUNT
- ----------------------------------------  ------------  ---------------  ------------  ---------------
<S>                                       <C>           <C>              <C>           <C>
Shares sold.............................    86,491,272  $ 1,449,735,933   161,134,594  $ 2,777,197,821
Shares issued in connection with
  reinvestment of distributions.........     4,872,560       77,134,577     3,376,395       52,886,360
                                          ------------  ---------------  ------------  ---------------
                                            91,363,832    1,526,870,510   164,510,989    2,830,084,181
Shares repurchased......................  (113,032,156)  (1,893,258,359) (174,818,005)  (3,017,740,549)
                                          ------------  ---------------  ------------  ---------------
Net decrease............................   (21,668,324) $  (366,387,849)  (10,307,016) $  (187,656,368)
                                          ------------  ---------------  ------------  ---------------
                                          ------------  ---------------  ------------  ---------------
</TABLE>
 
<TABLE>
<CAPTION>
CLASS B
- ----------------------------------------
<S>                                       <C>           <C>              <C>           <C>
Shares sold.............................     9,249,969  $   152,245,081    15,365,874  $   260,167,785
Shares issued in connection with
  reinvestment of distributions.........     4,413,826       68,371,781     2,882,770       44,452,585
                                          ------------  ---------------  ------------  ---------------
                                            13,663,795      220,616,862    18,248,644      304,620,370
Shares repurchased......................   (29,383,147)    (477,593,385)  (25,319,583)    (426,829,324)
                                          ------------  ---------------  ------------  ---------------
Net decrease............................   (15,719,352) $  (256,976,523)   (7,070,939) $  (122,208,954)
                                          ------------  ---------------  ------------  ---------------
                                          ------------  ---------------  ------------  ---------------
</TABLE>
 
<TABLE>
<CAPTION>
ADVISOR CLASS
- ----------------------------------------
<S>                                       <C>           <C>              <C>           <C>
Shares sold.............................     2,029,510  $    36,070,768     1,229,487  $    21,592,338
Shares issued in connection with
  reinvestment of distributions.........        11,071          176,806         2,119           33,270
                                          ------------  ---------------  ------------  ---------------
                                             2,040,581       36,247,574     1,231,606       21,625,608
Shares repurchased......................    (1,835,151)     (32,553,269)   (1,216,785)     (21,450,446)
                                          ------------  ---------------  ------------  ---------------
Net increase............................       205,430  $     3,694,305        14,821  $       175,162
                                          ------------  ---------------  ------------  ---------------
                                          ------------  ---------------  ------------  ---------------
</TABLE>
 
5. EXPENSE REDUCTIONS
The Manager has directed certain portfolio trades to brokers who paid a portion
of a Fund's or Portfolio's expenses. For the year ended October 31, 1997, the
Funds' or Portfolios' expenses were reduced by the following amounts under these
arrangements:
 
<TABLE>
<CAPTION>
                                                                                                                            EXPENSE
                                                                                                                           REDUCTION
                                                                                                                           ---------
<S>                                                                                                                        <C>
Global Consumer Products and Services Portfolio..........................................................................  $ 123,570
Global Financial Services Portfolio......................................................................................     13,622
GT Global Health Care Fund...............................................................................................     81,354
Global Infrastructure Portfolio..........................................................................................        720
Global Natural Resources Portfolio.......................................................................................     71,129
GT Global Telecommunications Fund........................................................................................    163,244
</TABLE>
 
                                      F51
<PAGE>
                             GT GLOBAL THEME FUNDS
 
6. HOLDINGS OF 5% VOTING SECURITIES OF PORTFOLIO COMPANIES
Investments of 5% or more of an issuer's outstanding voting securities by a Fund
or Portfolio are defined in the Investment Company Act of 1940 as an affiliated
company. Investments in affiliated companies by Global Consumer Products
Portfolio, GT Global Health Care Fund, and GT Global Telecommunications Fund at
October 31, 1997 amounted to $1,943,798, $251,388,855, and $113,211,488,
respectively, at value.
 
Transactions during the period with companies that are or were affiliates are as
follows:
 
GLOBAL CONSUMER PRODUCTS PORTFOLIO
 
<TABLE>
<CAPTION>
                                                                          SALES        NET REALIZED      DIVIDEND
                                                    PURCHASES COST      PROCEEDS        GAIN (LOSS)       INCOME
                                                    ---------------  ---------------  ---------------  ------------
<S>                                                 <C>              <C>              <C>              <C>
O & Y Properties Inc. Sp Wts......................  $     1,996,065  $            --  $            --  $         --
</TABLE>
 
GT GLOBAL HEALTH CARE FUND
 
<TABLE>
<CAPTION>
                                                       PURCHASES          SALES        NET REALIZED      DIVIDEND
                                                         COST           PROCEEDS        GAIN (LOSS)       INCOME
                                                    ---------------  ---------------  ---------------  ------------
<S>                                                 <C>              <C>              <C>              <C>
ATL Ultrasound, Inc...............................  $    22,092,644  $     7,075,476  $     1,636,015  $         --
AVECOR Cardiovascular, Inc........................        1,034,472               --               --            --
Cardiac Pathways Corp.............................        8,400,212               --               --            --
Cardiovascular Dynamics Inc.......................        3,500,454               --               --            --
Catalytica, Inc...................................       10,691,833       16,327,767        8,539,392            --
Cell Therapeutics Inc.............................       12,018,948               --               --            --
Circon Corp.......................................               --        2,739,253          568,655            --
Depotech Corp.....................................       12,202,500        5,683,922          896,972            --
Endosonics Corp...................................       20,775,778        4,411,500         (979,619)           --
INAMED Corp.......................................        3,033,798           90,000         (108,753)           --
Interferon........................................        5,870,743        3,085,840          839,277
Kensey Nash Corp..................................        5,159,335        1,561,197        1,266,168            --
Life Medical Sciences, Inc........................        2,096,223          442,500         (352,500)           --
Micro Therapeutics, Inc...........................        1,800,000           66,248            6,248            --
Photoelectron Corp................................        2,822,805               --               --            --
Physio-Control International Corp.................       16,172,912        1,542,063           65,018            --
Protein Design Labs, Inc..........................       12,029,386       22,123,118           40,261            --
Regeneron Pharmaceuticals, Inc....................       15,114,745        2,161,577          277,371            --
Sunrise Medical, Inc..............................        3,237,927               --               --            --
TheraTech, Inc....................................        7,797,057               --               --            --
Visx, Inc.........................................       12,660,684        8,329,268         (295,181)           --
</TABLE>
 
GT GLOBAL TELECOMMUNICATIONS FUND
 
<TABLE>
<CAPTION>
                                                                          SALES         NET REALIZED      DIVIDEND
                                                    PURCHASES COST      PROCEEDS        GAIN (LOSS)        INCOME
                                                    ---------------  ---------------  ----------------  ------------
<S>                                                 <C>              <C>              <C>               <C>
ANTEC Corp........................................  $            --  $     8,346,027  $    (10,335,549) $         --
Atlantic Tele-Network, Inc........................               --        1,368,992           (86,633)           --
DSP Communications, Inc...........................       22,490,263       10,010,074       (10,387,819)           --
Echostar Communications Corp. "A".................               --               --                --            --
Gandalf Technologies, Inc.........................               --        4,316,779       (27,050,916)           --
Grupo Mexicano de Video - 144A ADR................               --               --                --            --
Himachal Futuristic Communications Ltd. - 144A
  GDR.............................................               --        1,643,750        (7,656,250)           --
Intermedia Communications of Florida, Inc.........          508,750               --                --            --
International Engineering PLC - Foreign...........               --        3,181,312       (15,784,033)      305,427
Millicom International Cellular S.A...............               --               --                --            --
Orbital Sciences Corp.............................          430,000        6,351,505         1,003,380            --
PT Kabelindo Murni - Foreign......................               --        1,394,687        (5,501,277)           --
Spectrian Corp....................................               --       10,450,207        (9,831,404)           --
Tekelec...........................................          292,878       43,271,004        31,126,430            --
Tele 2000 S.A.....................................               --       10,524,931        (2,848,177)           --
Three-Five Systems, Inc...........................               --        1,862,340        (1,738,353)           --
</TABLE>
 
                                      F52
<PAGE>
                             GT GLOBAL THEME FUNDS
 
FEDERAL TAX INFORMATION (UNAUDITED): Listed below is the amount of income
received by the Funds from sources within foreign countries and possessions of
the United States and the amount of taxes paid by the Funds to such countries
for the fiscal year ended October 31, 1997:
 
<TABLE>
<CAPTION>
                                                   FOREIGN                    FOREIGN
                                          -------------------------   -----------------------
FUND                                      SOURCE INCOME   PER SHARE    TAXES PAID   PER SHARE
- ----------------------------------------  -------------   ---------   ------------  ---------
<S>                                       <C>             <C>         <C>           <C>
GT Global Consumer Products and Services
  Fund..................................          --            --             --         --
GT Global Financial Services Fund.......     $699,745      $0.1412    $    77,681    $0.0157
GT Global Health Care Fund..............          --            --             --         --
GT Global Infrastructure Fund...........          --            --             --         --
GT Global Natural Resources Fund........          --            --             --         --
GT Global Telecommunications Fund.......          --            --             --         --
</TABLE>
 
Pursuant to Section 852 of the Internal Revenue Code, the Funds designate the
following amounts as capital gain dividends for the fiscal year ended October
31, 1997:
 
<TABLE>
<CAPTION>
                                          CAPITAL GAIN
FUND                                        DIVIDEND
- ----------------------------------------  ------------
<S>                                       <C>
GT Global Consumer Products and Services
  Fund..................................  $    330,657
GT Global Financial Services Fund.......       740,650
GT Global Health Care Fund..............            --
GT Global Infrastructure Fund...........     3,083,268
GT Global Natural Resources Fund........     2,673,826
GT Global Telecommunications Fund.......   166,632,944
</TABLE>
 
Pursuant to Section 854 of the Internal Revenue Code, the Funds designate the
following percentage amounts of ordinary income dividends paid (including
short-term capital gain distributions, if any) by the Funds as income qualifying
for the dividends received deduction for corporations for the fiscal year ended
October 31, 1997:
 
<TABLE>
<CAPTION>
FUND
- ----------------------------------------
<S>                                       <C>
GT Global Consumer Products and Services
  Fund..................................      2.57%
GT Global Financial Services Fund.......     13.12%
GT Global Health Care Fund..............         --
GT Global Infrastructure Fund...........         --
GT Global Natural Resources Fund........      2.48%
GT Global Telecommunications Fund.......         --
</TABLE>
 
                                      F53
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW,  INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF  INVESTING IN RELATED INDUSTRIES, PLEASE  CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers  access  to the  emerging  and established  markets  of the  Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
                                     [LOGO]
    
 
   
  NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO  GIVE
  ANY  INFORMATION  OR  TO  MAKE  ANY  REPRESENTATION  NOT  CONTAINED  IN THIS
  STATEMENT OF ADDITIONAL INFORMATION AND, IF GIVEN OR MADE, SUCH  INFORMATION
  OR  REPRESENTATION MUST NOT BE RELIED UPON  AS HAVING BEEN AUTHORIZED BY AIM
  INVESTMENT FUNDS, INC., AIM GLOBAL FINANCIAL SERVICES FUND, GLOBAL FINANCIAL
  SERVICES PORTFOLIO, AIM  GLOBAL INFRASTRUCTURE  FUND, GLOBAL  INFRASTRUCTURE
  PORTFOLIO, AIM GLOBAL RESOURCES FUND, GLOBAL RESOURCES PORTFOLIO, AIM GLOBAL
  CONSUMER  PRODUCTS AND SERVICES FUND,  GLOBAL CONSUMER PRODUCTS AND SERVICES
  PORTFOLIO, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL TELECOMMUNICATIONS  FUND,
  A  I M ADVISORS, INC.,  INVESCO (NY), INC. OR A  I M DISTRIBUTORS, INC. THIS
  STATEMENT OF ADDITIONAL INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL  OR
  SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
  JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
  JURISDICTION.
    
                                                                   THESA703   MC
<PAGE>
   
                            AIM GLOBAL INCOME FUNDS
    
 
   
                        50 California Street, 27th Floor
                          San Francisco, CA 94111-4624
                                 (415) 392-6181
                           Toll Free: (800) 824-1580
    
 
                      Statement of Additional Information
                                  June 1, 1998
 
- --------------------------------------------------------------------------------
 
   
This  Statement of  Additional Information  relates to the  Class A  and Class B
shares of  AIM Global  Government Income  Fund ("Government  Income Fund"),  AIM
Strategic  Income Fund ("Strategic Income Fund") and AIM Global High Income Fund
("High Income Fund") (each, a "Fund," and collectively, the "Funds"). Each  Fund
is  a non-diversified  series of AIM  Investment Funds, Inc.  (the "Company"), a
registered open-end management investment company. This Statement of  Additional
Information,  which  is not  a  Prospectus, supplements  and  should be  read in
conjunction with the Funds' current Class A and B Prospectus dated June 1, 1998,
a copy of which is available without  charge by writing to the above address  or
by calling the Funds at the toll-free telephone number listed above.
    
 
   
A  I  M  Advisors,  Inc.  ("AIM")  serves  as  the  investment  manager  of  and
administrator for,  and INVESCO  (NY), Inc.  (the "Sub-adviser")  serves as  the
investment sub-adviser and sub-administrator for the Government Income Fund, the
Strategic  Income Fund and  the Global High  Income Portfolio (the "Portfolio").
AIM and the Sub-adviser also  serve as the administrator and  sub-administrator,
respectively,  of the High  Income Fund. The  distributor of the  shares of each
Fund is A I M Distributors, Inc. ("AIM Distributors"). The Funds' transfer agent
is GT Global Investor Services, Inc. ("GT Services" or the "Transfer Agent").
    
 
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                                   Page No.
                                                                                                   --------
<S>                                                                                                <C>
Investment Objectives and Policies...............................................................      2
Options, Futures and Currency Strategies.........................................................      6
Risk Factors.....................................................................................     15
Investment Limitations...........................................................................     20
Execution of Portfolio Transactions..............................................................     24
Directors and Executive Officers.................................................................     26
Management.......................................................................................     29
Valuation of Fund Shares.........................................................................     33
Information Relating to Sales and Redemptions....................................................     34
Taxes............................................................................................     37
Additional Information...........................................................................     41
Investment Results...............................................................................     42
Description of Debt Ratings......................................................................     47
Financial Statements.............................................................................     49
</TABLE>
    
 
                                     [LOGO]
 
                   Statement of Additional Information Page 1
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                       INVESTMENT OBJECTIVES AND POLICIES
 
- --------------------------------------------------------------------------------
 
INVESTMENT OBJECTIVES
   
The  Government Income Fund primarily seeks  high current income and secondarily
seeks capital appreciation and protection of principal through active management
of the maturity structure and currency exposure of its portfolio. The  Strategic
Income  Fund and  the High  Income Fund primarily  seek high  current income and
secondarily seek capital appreciation. The High Income Fund seeks to achieve its
investment  objectives  by  investing  all  of  its  investable  assets  in  the
Portfolio,  which is  a non-diversified  open-end management  investment company
with investment objectives identical to those  of the Fund. Whenever the  phrase
"all  of the  High Income Fund's  investable assets"  is used herein  and in the
Prospectus, it means that the only investment securities held by the High Income
Fund will be its interest  in the Portfolio. The  High Income Fund may  withdraw
its  investment in the Portfolio  at any time, if the  Board of Directors of the
Company determines  that  it is  in  the best  interests  of the  Fund  and  its
shareholders  to do so. Upon any such  withdrawal, the High Income Fund's assets
would be invested in  accordance with the investment  policies of the  Portfolio
described below and in the Prospectus.
    
 
INVESTMENT IN EMERGING MARKETS
The  Portfolio seeks its objectives by investing, under normal circumstances, at
least 65% of its total assets in debt securities of issuers in emerging markets.
The Strategic Income Fund may invest up to 50% of its assets in debt  securities
of  issuers in emerging markets. The Strategic  Income Fund and the Portfolio do
not consider the following countries to be emerging markets: Australia, Austria,
Belgium,  Canada,  Denmark,   France,  Germany,  Ireland,   Italy,  Japan,   the
Netherlands,  New Zealand,  Norway, Spain, Sweden,  Switzerland, United Kingdom,
and United States.
 
In addition to  the factors set  forth in the  Prospectus, the Sub-adviser  will
also  consider,  when determining  what  countries constitute  emerging markets,
data, analysis, and classification of countries published or disseminated by the
International Bank for  Reconstruction and  Development (commonly  known as  the
World Bank) and the International Finance Corporation.
 
SELECTION OF DEBT INVESTMENTS
In  determining  the  appropriate  distribution  of  investments  among  various
countries and geographic regions for  the Government Income Fund, the  Strategic
Income  Fund  and  the  Portfolio,  the  Sub-adviser  ordinarily  considers  the
following factors: prospects  for relative economic  growth among the  different
countries in which the Government Income Fund, the Strategic Income Fund and the
Portfolio   may  invest;  expected  levels  of  inflation;  government  policies
influencing business conditions; the outlook for currency relationships; and the
range of  the individual  investment  opportunities available  to  international
investors.
 
The  Government Income  Fund, the  Strategic Income  Fund and  the Portfolio may
invest  in  the  following  types  of  money  market  instruments  (i.e.,   debt
instruments  with less than  12 months remaining  until maturity) denominated in
U.S. dollars or other  currencies: (a) obligations issued  or guaranteed by  the
U.S.    or   foreign   governments,   their   agencies,   instrumentalities   or
municipalities; (b)  obligations  of  international  organizations  designed  or
supported   by  multiple  foreign  governmental  entities  to  promote  economic
reconstruction  or  development;  (c)  finance  company  obligations,  corporate
commercial   paper  and  other  short-term   commercial  obligations:  (d)  bank
obligations (including certificates of  deposit, time deposits, demand  deposits
and bankers' acceptances), subject to the restriction that the Government Income
Fund,  the Strategic Income Fund and the  Portfolio may not invest more than 25%
of their respective total assets  in bank securities; (e) repurchase  agreements
with  respect to the  foregoing; and (f)  other substantially similar short-term
debt securities with comparable characteristics.
 
INVESTMENTS IN OTHER INVESTMENT COMPANIES
With respect to certain  countries, investments by  the Government Income  Fund,
the  Strategic  Income Fund  and the  Portfolio  presently may  be made  only by
acquiring shares of other investment companies (including investment vehicles or
companies advised by  the Sub-adviser  or its  affiliates ("Affiliated  Funds"))
with  local governmental approval to invest in  those countries. At such time as
direct investment in these countries is allowed, the Government Income Fund, the
Strategic Income Fund and the  Portfolio anticipate investing directly in  these
markets. The Government Income Fund, the
 
                   Statement of Additional Information Page 2
<PAGE>
                            AIM GLOBAL INCOME FUNDS
Strategic  Income Fund and  the Portfolio may  also invest in  the securities of
closed-end investment companies within the limits of the Investment Company  Act
of  1940, as amended ("1940 Act").  These limitations currently provide that, in
part, a Fund or the Portfolio may purchase shares of another investment  company
unless (a) such a purchase would cause the Government Income Fund, the Strategic
Income  Fund or the Portfolio to own in  the aggregate more than 3% of the total
outstanding voting securities of the investment  company or (b) such a  purchase
would  cause  the  Government Income  Fund,  the  Strategic Income  Fund  or the
Portfolio to have more than  5% of its total  assets invested in the  investment
company or more than 10% of its aggregate assets invested in an aggregate of all
such  investment  companies.  The  foregoing limitations  do  not  apply  to the
investment by the High  Income Fund in the  Portfolio. Investment in  investment
companies  may involve  the payment of  substantial premiums above  the value of
such companies' portfolio securities. The Government Income Fund, the  Strategic
Income  Fund  and the  Portfolio  do not  intend  to invest  in  such investment
companies unless, in the judgment of the Sub-adviser, the potential benefits  of
such  investments justify the payment of  any applicable premiums. The return on
such securities  will  be  reduced  by  operating  expenses  of  such  companies
including  payments to  the investment  managers of  those investment companies.
With respect  to investments  in Affiliated  Funds, the  Sub-adviser waives  its
advisory fee to the extent that such fees are based on assets of a Fund invested
in Affiliated Funds.
 
SAMURAI AND YANKEE BONDS
The  Government Income  Fund, the  Strategic Income  Fund and  the Portfolio may
invest in yen-denominated bonds sold in Japan by non-Japanese issuers  ("Samurai
bonds"), and may invest in dollar-denominated bonds sold in the United States by
non-U.S.  issuers ("Yankee  bonds"). It is  the policy of  the Government Income
Fund, the Strategic Income Fund and the Portfolio to invest in Samurai or Yankee
bond issues  only  after  taking  into account  considerations  of  quality  and
liquidity, as well as yield.
 
WARRANTS OR RIGHTS
Warrants  or rights may be acquired by the Government Income Fund, the Strategic
Income Fund or the Portfolio in  connection with other securities or  separately
and  provide a Fund or the Portfolio with  the right to purchase at a later date
other securities of the issuer.
 
LENDING OF PORTFOLIO SECURITIES
For the purpose of realizing additional income, the Government Income Fund,  the
Strategic  Income  Fund or  the Portfolio  may make  secured loans  of portfolio
securities amounting to not more than 30% of its total assets. Securities  loans
are  made to  broker/dealers or  institutional investors  pursuant to agreements
requiring that the loans continuously be secured by collateral at least equal at
all times to the value of the securities lent plus any accrued interest, "marked
to market" on  a daily basis.  The Funds  and the Portfolio  may pay  reasonable
administrative  and custodial fees  in connection with  loans of its securities.
While the  securities  loan is  outstanding,  the Government  Income  Fund,  the
Strategic  Income Fund and the Portfolio will continue to receive the equivalent
of the interest or dividends  paid by the issuer on  the securities, as well  as
interest  on the investment  of the collateral  or a fee  from the borrower. The
Government Income Fund, the  Strategic Income Fund and  the Portfolio each  will
have  a right  to call  each loan  and obtain  the securities  within the stated
settlement period. The Government Income Fund, the Strategic Income Fund and the
Portfolio will not have the right to vote equity securities while they are lent,
but each may call in a loan in anticipation of any important vote. Loans will be
made only to firms deemed by the Sub-adviser to be of good standing and will not
be made unless,  in the  judgment of the  Sub-adviser, the  consideration to  be
earned from such loans would justify the risk.
 
COMMERCIAL BANK OBLIGATIONS
For  the purposes of the Strategic  Income Fund's and the Portfolio's investment
policies with respect to  bank obligations, obligations  of foreign branches  of
U.S.  banks and of foreign banks are obligations  of the issuing bank and may be
general obligations  of  the parent  bank.  Such obligations,  however,  may  be
limited  by the terms of a specific  obligation and by government regulation. As
with  investment  in  non-U.S.  securities   in  general,  investments  in   the
obligations  of foreign branches of U.S. banks  and of foreign banks may subject
the the Strategic  Income Fund and  the Portfolio to  investment risks that  are
different  in some respects from those of investments in obligations of domestic
issuers. Although the  Strategic Income  Fund and the  Portfolio typically  will
acquire  obligations issued and supported by the credit of U.S. or foreign banks
having total assets at  the time of  purchase in excess of  $1 billion, this  $1
billion  figure is not an investment policy or restriction of either Fund or the
Portfolio. For  the purposes  of  calculation with  respect  to the  $1  billion
figure,  the assets of a bank  will be deemed to include  the assets of its U.S.
and non-U.S. branches.
 
REPURCHASE AGREEMENTS
A repurchase agreement is a  transaction in which the  Fund or Portfolio buys  a
security  from a bank or recognized securities dealer and simultaneously commits
to resell that security to the bank or dealer at an agreed upon price, date  and
market  rate  of  interest unrelated  to  the  coupon rate  or  maturity  of the
purchased security. Although repurchase agreements carry
 
                   Statement of Additional Information Page 3
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
certain risks not  associated with direct  investments in securities,  including
possible decline in the market value of the underlying securities and delays and
costs  to the Funds or Portfolio if  the other party to the repurchase agreement
becomes bankrupt, the Government Income Fund, the Strategic Income Fund and  the
Portfolio  intend  to  enter  into repurchase  agreements  only  with  banks and
broker/dealers believed by the  Sub-adviser to present  minimal credit risks  in
accordance  with guidelines  approved by the  Company's Board  of Directors. The
Sub-adviser reviews and monitors the creditworthiness of such institutions under
the Board's general supervision.
    
 
The Government Income  Fund, the Strategic  Income Fund and  the Portfolio  will
invest only in repurchase agreements collateralized at all times in an amount at
least  equal to the repurchase  price plus accrued interest.  To the extent that
the proceeds from any sale of such  collateral upon a default in the  obligation
to  repurchase were less than the  repurchase price, the Government Income Fund,
the Strategic Income Fund or the Portfolio would suffer a loss. If the financial
institution which is party to the repurchase agreement petitions for  bankruptcy
or  otherwise  becomes subject  to bankruptcy  or other  liquidation proceedings
there may be restrictions  on the Government Income  Fund, the Strategic  Income
Fund's  or the  Portfolio's ability  to sell  the collateral  and the Government
Income Fund, the  Strategic Income Fund  or the Portfolio  could suffer a  loss.
However,  with respect to financial institutions whose bankruptcy or liquidation
proceedings are subject to the U.S. Bankruptcy Code, the Government Income Fund,
the Strategic Income  Fund and the  Portfolio intend to  comply with  provisions
under  such Code that would  allow the immediate resale  of such collateral. The
Government Income  Fund  will not  enter  into  a repurchase  agreement  with  a
maturity  of more than seven days if, as a result, more than 10% of the value of
its total  assets would  be invested  in such  repurchase agreements  and  other
illiquid  investments  and  securities  for which  no  readily  available market
exists.
 
BORROWING, REVERSE REPURCHASE AGREEMENTS AND "ROLL" TRANSACTIONS
The Government Income Fund's borrowings will not exceed 30% of the Fund's  total
assets,  i.e., the Fund's total assets at all  times will equal at least 300% of
the amount of outstanding borrowings. If market fluctuations in the value of the
Fund's portfolio holdings or other factors  cause the ratio of the Fund's  total
assets  to  outstanding  borrowings  to  fall  below  300%,  within  three  days
(excluding Sundays and holidays) of such event the Fund may be required to  sell
portfolio  securities to  restore the 300%  asset coverage, even  though from an
investment standpoint such sales might be disadvantageous. The Strategic  Income
Fund's  and the Portfolio's borrowings will not  exceed 33 1/3% of the Strategic
Income Fund's or the Portfolio's, respective total assets. The Government Income
Fund, the Strategic Income Fund  and the Portfolio each may  borrow up to 5%  of
its  respective total assets  for temporary or emergency  purposes other than to
meet redemptions. Any  borrowing by a  Fund or the  Portfolio may cause  greater
fluctuation in the value of its shares than would be the case if the Fund or the
Portfolio did not borrow.
 
   
The  Government Income Fund's,  the Strategic Income  Fund's and the Portfolio's
fundamental investment  limitations permit  it to  borrow money  for  leveraging
purposes. The Government Income Fund, however, currently is prohibited, pursuant
to  a  non-fundamental  investment  policy, from  borrowing  money  in  order to
purchase securities. Nevertheless, this policy may be changed in the future by a
vote of a  majority of the  Company's Board of  Directors. The Strategic  Income
Fund  and Portfolio may borrow for  leveraging purposes. If the Strategic Income
Fund or  the  Portfolio  employs  leverage,  it  would  be  subject  to  certain
additional  risks. Use of leverage creates  an opportunity for greater growth of
capital but would  exaggerate any increases  or decreases in  the Fund's or  the
Portfolio's  net asset value. When the  income and gains on securities purchased
with the  proceeds  of borrowings  exceed  the  costs of  such  borrowings,  the
Government  Income  Fund's,  the  Strategic  Income  Fund's  or  the Portfolio's
earnings or net  asset value will  increase faster than  otherwise would be  the
case; conversely, if such income and gains fail to exceed such costs, the Fund's
or  the Portfolio's earnings or net asset  value would decline faster than would
otherwise be the case.
    
 
The Government Income  Fund, the  Strategic Income  Fund and  the Portfolio  may
enter  into reverse repurchase  agreements. A reverse  repurchase agreement is a
borrowing transaction in which a Fund or the Portfolio transfers possession of a
security to another party, such as a bank or broker/dealer, in return for  cash,
and  agrees to repurchase  the security in  the future at  an agreed upon price,
which includes an interest component. The Government Income Fund, the  Strategic
Income  Fund and the Portfolio also  may engage in "roll" borrowing transactions
which involve a Fund's or the  Portfolio's sale of Government National  Mortgage
Association  certificates or  other securities  together with  a commitment (for
which a Fund or the  Portfolio may receive a fee)  to purchase similar, but  not
identical,  securities  at  a  future  date.  The  Government  Income  Fund, the
Strategic Income Fund and the Portfolio will segregate with a custodian, cash or
liquid securities in an amount sufficient to cover its obligations under  "roll"
transactions   and  reverse  repurchase  agreements  with  broker/  dealers.  No
segregation is required for reverse repurchase agreements with banks.
 
                   Statement of Additional Information Page 4
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
SHORT SALES
The Government Income Fund, the Strategic Income Fund and the Portfolio may make
short sales of securities, although they have no current intention of doing  so.
A  short sale is a transaction in which a Fund or the Portfolio sells a security
in anticipation  that  the market  price  of  that security  will  decline.  The
Government  Income Fund,  the Strategic Income  Fund and the  Portfolio may make
short sales as a form of hedging to offset potential declines in long  positions
in  securities  it owns,  or  anticipates acquiring,  and  in order  to maintain
portfolio flexibility. The Government Income Fund, the Strategic Income Fund and
the Portfolio only may make short sales "against the box." In this type of short
sale, at the time of  the sale, the Fund or  the Portfolio owns the security  it
has  sold short  or has  the immediate  and unconditional  right to  acquire the
identical security at no additional cost.
 
In a short sale, the seller does not immediately deliver the securities sold and
does not receive the proceeds from the sale. To make delivery to the  purchaser,
the  executing broker borrows the  securities being sold short  on behalf of the
seller. The seller is said to have a short position in the securities sold until
it delivers the securities sold, at which  time it receives the proceeds of  the
sale.  To secure its obligation to deliver securities sold short, the Government
Income Fund,  the Strategic  Income Fund  or  the Portfolio  will deposit  in  a
separate account with its custodian an equal amount of the securities sold short
or  securities convertible into or exchangeable  for such securities at no cost.
The Government Income  Fund, the Strategic  Income Fund or  the Portfolio  could
close  out a short position by purchasing  and delivering an equal amount of the
securities sold short, rather than by delivering securities already held by  the
Fund  or the Portfolio, because the Fund or the Portfolio might want to continue
to receive interest and  dividend payments on securities  in its portfolio  that
are convertible into the securities sold short.
 
The  Government Income Fund,  the Strategic Income Fund  and the Portfolio might
make a short sale "against the box" in order to hedge against market risks  when
the  Sub-adviser believes that  the price of  a security may  decline, causing a
decline in the  value of a  security owned  by the Government  Income Fund,  the
Strategic  Income  Fund  or the  Portfolio  or  a security  convertible  into or
exchangeable for  such  security.  In  such  case,  any  future  losses  in  the
Government  Income Fund's, the  Strategic Income Fund's  Fund or the Portfolio's
long position should be reduced by a gain in the short position. Conversely, any
gain in the long position should be reduced by a loss in the short position. The
extent to which  such gains  or losses  in the  long position  are reduced  will
depend  upon the amount of  the securities sold short  relative to the amount of
the securities the Fund  or the Portfolio owns,  either directly or  indirectly,
and,  in the  case where  a Fund or  the Portfolio  owns convertible securities,
changes in  the investment  values or  conversion premiums  of such  securities.
There  will be certain additional transaction  costs associated with short sales
"against the box," but  a Fund or  the Portfolio will  endeavor to offset  these
costs with income from the investment of the cash proceeds of short sales.
 
                   Statement of Additional Information Page 5
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                         OPTIONS, FUTURES AND CURRENCY
                                   STRATEGIES
 
- --------------------------------------------------------------------------------
 
SPECIAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES
The  use of options, futures contracts  and forward currency contracts ("Forward
Contracts") involves special considerations and risks, as described below. Risks
pertaining to particular instruments are described in the sections that follow.
 
        (1) Successful  use  of  most  of these  instruments  depends  upon  the
    Sub-adviser's  ability to  predict movements  of the  overall securities and
    currency markets, which requires different skills than predicting changes in
    the prices of individual securities. While the Sub-adviser is experienced in
    the use of these instruments, there can be no assurance that any  particular
    strategy adopted will succeed.
 
        (2)  There  might  be  imperfect correlation,  or  even  no correlation,
    between price  movements  of  an  instrument  and  price  movements  of  the
    investments being hedged. For example, if the value of an instrument used in
    a  short hedge  increased by less  than the  decline in value  of the hedged
    investment, the  hedge  would  not  be fully  successful.  Such  a  lack  of
    correlation  might  occur  due to  factors  unrelated  to the  value  of the
    investments being  hedged, such  as speculative  or other  pressures on  the
    markets  in which  the hedging  instrument is  traded. The  effectiveness of
    hedges using hedging  instruments on indices  will depend on  the degree  of
    correlation  between price movements in the index and price movements in the
    investments being hedged.
 
        (3) Hedging strategies, if successful, can reduce risk of loss by wholly
    or partially offsetting the negative  effect of unfavorable price  movements
    in the investments being hedged. However, hedging strategies can also reduce
    opportunity  for gain by  offsetting the positive  effect of favorable price
    movements in the hedged investments. For example, if a Fund or the Portfolio
    entered into a short  hedge because the Sub-adviser  projected a decline  in
    the  price of a security in the Fund's or the Portfolio's portfolio, and the
    price of that security increased instead, the gain from that increase  might
    by  wholly or  partially offset  by a  decline in  the price  of the hedging
    instrument. Moreover, if  the price  of the hedging  instrument declined  by
    more  than  the increase  in  the price  of the  security,  the Fund  or the
    Portfolio could  suffer  a  loss. In  either  such  case, the  Fund  or  the
    Portfolio would have been in a better position had it not hedged at all.
 
        (4)  As described below,  a Fund or  the Portfolio might  be required to
    maintain assets  as "cover,"  maintain segregated  accounts or  make  margin
    payments  when it  takes positions  in instruments  involving obligations to
    third parties (I.E., instruments other than purchased options). If a Fund or
    the Portfolio were unable to close out its positions in such instruments, it
    might be required to  continue to maintain such  assets or accounts or  make
    such  payments until the position expired or matured. The requirements might
    impair the Fund's  ability or the  Portfolio's ability to  sell a  portfolio
    security  or  make  an investment  at  a  time when  it  would  otherwise be
    favorable to  do so,  or  require that  the Fund  or  the Portfolio  sell  a
    portfolio  security at a disadvantageous time. The Fund's or the Portfolio's
    ability to close  out a  position in an  instrument prior  to expiration  or
    maturity  depends on the existence  of a liquid secondary  market or, in the
    absence of such a market, the ability and willingness of the other party  to
    the transaction ("contra party") to enter into a transaction closing out the
    position.  Therefore, there is no assurance  that any position can be closed
    out at a time and price that is favorable to the Fund or the Portfolio.
 
WRITING CALL OPTIONS
The Government Income  Fund, the  Strategic Income  Fund and  the Portfolio  may
write  (sell) call options  on securities, indices  and currencies. Call options
generally will be written on securities  and currencies that, in the opinion  of
the  Sub-adviser are  not expected  to make  any major  price moves  in the near
future but that, over the long term, are deemed to be attractive investments for
the Government Income Fund, the Strategic Income Fund and the Portfolio.
 
A call option  gives the  holder (buyer)  the right  to purchase  a security  or
currency  at a specified price (the exercise  price) at any time until (American
Style) or on (European Style) a certain  date (the expiration date). So long  as
the  obligation of the writer of a call  option continues, he may be assigned an
exercise notice, requiring him  to deliver the  underlying security or  currency
against  payment  of the  exercise price.  This  obligation terminates  upon the
expiration of the call option, or such earlier time at which the writer  effects
a  closing  purchase  transaction  by purchasing  an  option  identical  to that
previously sold.
 
                   Statement of Additional Information Page 6
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
Portfolio securities or currencies on which call options may be written will  be
purchased  solely on  the basis of  investment considerations  consistent with a
Fund's or the Portfolio's investment objectives. When writing a call option, the
Government Income Fund, the  Strategic Income Fund or  the Portfolio, in  return
for  the premium, gives up  the opportunity for profit  from a price increase in
the underlying security or  currency above the exercise  price, and retains  the
risk  of loss should the  price of the security  or currency decline. Unlike one
who owns  securities or  currencies not  subject to  an option,  a Fund  or  the
Portfolio  has no control  over when it  may be required  to sell the underlying
securities or currencies, since most options may be exercised at any time  prior
to  the option's expiration. If  a call option that a  Fund or the Portfolio has
written expires, the Fund or the Portfolio will realize a gain in the amount  of
the  premium; however, such gain may be offset  by a decline in the market value
of the underlying  security or currency  during the option  period. If the  call
option  is exercised, the Fund or the Portfolio will realize a gain or loss from
the sale of  the underlying  security or currency,  which will  be increased  or
offset by the premium received. The Government Income Fund, the Strategic Income
Fund  and the Portfolio do not consider a security or currency covered by a call
option to be "pledged" as that term is used in the Government Income Fund's, the
Strategic Income Fund's and the  Portfolio's fundamental investment policy  that
limits the pledging or mortgaging of its assets.
 
Writing  call options can serve as a limited short hedge because declines in the
value of the  hedged investment would  be offset  to the extent  of the  premium
received   for  writing  the  option.  However,  if  the  security  or  currency
appreciates to a price higher than the exercise price of the call option, it can
be expected that the option will be  exercised and a Fund or the Portfolio  will
be obligated to sell the security or currency at less than its market value.
 
The  premium that the Government  Income Fund, the Strategic  Income Fund or the
Portfolio receives for writing a call option is deemed to constitute the  market
value  of  an option.  The premium  a Fund  or the  Portfolio will  receive from
writing a call option will reflect, among other things, the current market price
of the underlying  investment, the relationship  of the exercise  price to  such
market  price, the historical price volatility of the underlying investment, and
the length of the option period. In determining whether a particular call option
should be  written, the  Sub-adviser  will consider  the reasonableness  of  the
anticipated premium and the likelihood that a liquid secondary market will exist
for those options.
 
Closing  transactions  will be  effected  in order  to  realize a  profit  on an
outstanding call  option, to  prevent an  underlying security  or currency  from
being  called, or  to permit  the sale of  the underlying  security or currency.
Furthermore, effecting a closing transaction  will permit the Government  Income
Fund, the Strategic Income Fund or the Portfolio to write another call option on
the  underlying security  or currency  with either  a different  exercise price,
expiration date or both.
 
The Government Income Fund, the Strategic Income Fund and the Portfolio will pay
transaction costs in connection with the writing of options and in entering into
closing purchase  contracts.  Transaction  costs relating  to  options  activity
normally  are higher than  those applicable to purchases  and sales of portfolio
securities.
 
The exercise price of the  options may be below, equal  to or above the  current
market values of the underlying securities or currencies at the time the options
are  written.  From  time to  time,  a Fund  or  the Portfolio  may  purchase an
underlying security or currency for delivery in accordance with the exercise  of
an  option, rather than delivering such security or currency from its portfolio.
In such cases, additional costs will be incurred.
 
A Fund or the Portfolio  will realize a profit or  loss from a closing  purchase
transaction  if the cost of the transaction  is less or more, respectively, than
the premium received from  writing the option. Because  increases in the  market
price  of a call option generally will  reflect increases in the market price of
the underlying security or currency, any loss resulting from the repurchase of a
call option is likely to  be offset in whole or  in part by appreciation of  the
underlying security or currency owned by a Fund or the Portfolio.
 
WRITING PUT OPTIONS
The  Government Income  Fund, the  Strategic Income  Fund and  the Portfolio may
write put options on securities, indices and currencies. A put option gives  the
purchaser  of  the  option  the  right to  sell,  and  the  writer  (seller) the
obligation to buy, the underlying security or currency at the exercise price  at
anytime  until (American Style) or on  (European Style) the expiration date. The
operation of put options  in other respects, including  their related risks  and
rewards, is substantially identical to that of call options.
 
A Fund or the Portfolio generally would write put options in circumstances where
the  Sub-adviser wishes to purchase the  underlying security or currency for the
Fund's or the  Portfolio's portfolio at  a price lower  than the current  market
price  of the  security or currency.  In such  event, the Fund  or the Portfolio
would write a  put option  at an  exercise price  that, reduced  by the  premium
received on the option, reflects the lower price it is willing to pay. Since the
Fund  or  the  Portfolio  also  would receive  interest  on  debt  securities or
currencies maintained to cover the exercise price of the option, this  technique
 
                   Statement of Additional Information Page 7
<PAGE>
                            AIM GLOBAL INCOME FUNDS
could  be used to  enhance current return during  periods of market uncertainty.
The risk in such a transaction would be that the market price of the  underlying
security  or currency  would decline below  the exercise price  less the premium
received.
 
Writing put options can serve as a  limited long hedge because increases in  the
value  of the  hedged investment would  be offset  to the extent  of the premium
received  for  writing  the  option.  However,  if  the  security  or   currency
depreciates  to a price lower than the exercise  price of the put option, it can
be expected that the put  option will be exercised and  a Fund or the  Portfolio
will  be obligated  to purchase  the security  or currency  at greater  than its
market value.
 
PURCHASING PUT OPTIONS
The Government Income  Fund, the  Strategic Income  Fund and  the Portfolio  may
purchase  put options on securities, indices and  currencies. As the holder of a
put option,  the  Government Income  Fund,  the  Strategic Income  Fund  or  the
Portfolio  would have the right  to sell the underlying  security or currency at
the exercise price at any time until (American Style or on (European Style)  the
expiration  date. The Government  Income Fund, the Strategic  Income Fund or the
Portfolio may enter into closing sale transactions with respect to such options,
exercise them or permit them to expire.
 
A Fund or the Portfolio may purchase  a put option on an underlying security  or
currency  ("protective put")  owned by  the Fund or  the Portfolio  as a hedging
technique in order to protect against an anticipated decline in the value of the
security or currency. Such hedge protection is provided only during the life  of
the  put option when the Fund or the Portfolio, as the holder of the put option,
is able to sell the  underlying security or currency  at the put exercise  price
regardless  of  any  decline  in  the  underlying  security's  market  price  or
currency's exchange  value.  The  premium  paid  for  the  put  option  and  any
transaction  costs would reduce any  profit otherwise available for distribution
when the security or currency eventually is sold.
 
The Government Income Fund, the Strategic Income Fund and the Portfolio also may
purchase put options at a time when that Fund or the Portfolio does not own  the
underlying  security or  currency. By  purchasing put  options on  a security or
currency it  does not  own, a  Fund or  the Portfolio  seeks to  benefit from  a
decline  in the market price of the  underlying security or currency. If the put
option is not sold when it has remaining  value, and if the market price of  the
underlying  security or currency  remains equal to or  greater than the exercise
price during the life of the put option, the Fund or the Portfolio will lose its
entire investment in the put option. In  order for the purchase of a put  option
to  be profitable, the market price of  the underlying security or currency must
decline  sufficiently  below  the  exercise  price  to  cover  the  premium  and
transaction costs, unless the put option is sold in a closing sale transaction.
 
PURCHASING CALL OPTIONS
The  Government  Income Fund,  the Strategic  Income Fund  or the  Portfolio may
purchase call options on securities, indices and currencies. As the holder of  a
call  option,  a Fund  or the  Portfolio would  have the  right to  purchase the
underlying security  or  currency  at  the exercise  price  at  any  time  until
(American  Style) or  on (European  Style) the  expiration date.  A Fund  or the
Portfolio may enter into closing sale transactions with respect to such options,
exercise them or permit them to expire.
 
Call options may  be purchased by  a Fund or  the Portfolio for  the purpose  of
acquiring  the underlying  security or currency  for its  portfolio. Utilized in
this fashion,  the  purchase  of call  options  would  enable the  Fund  or  the
Portfolio  to acquire the security or currency at the exercise price of the call
option plus the premium paid. At times,  the net cost of acquiring the  security
or  currency in this manner may be less  than the cost of acquiring the security
or currency  directly. This  technique  also may  be useful  to  a Fund  or  the
Portfolio in purchasing a large block of securities that would be more difficult
to  acquire by direct market purchases. So long  as it holds such a call option,
rather than the underlying security or currency itself, a Fund or the  Portfolio
is  partially protected from any  unexpected decline in the  market price of the
underlying security or currency and, in such event, could allow the call  option
to  expire, incurring  a loss  only to the  extent of  the premium  paid for the
option.
 
The Government Income Fund, the Strategic Income Fund and the Portfolio also may
purchase call options on  underlying securities or currencies  it owns to  avoid
realizing losses that would result in a reduction of a Fund's or the Portfolio's
current  return. For example, where  a Fund or the  Portfolio has written a call
option on an underlying security or currency having a current market value below
the price at which  it purchased the  security or currency,  an increase in  the
market price could result in the exercise of the call option written by the Fund
or  the Portfolio and  the realization of  a loss on  the underlying security or
currency. Accordingly, the Fund or the Portfolio could purchase a call option on
the same underlying security  or currency, which could  be exercised to  fulfill
the Fund's or the Portfolio's delivery obligations under its written call (if it
is  exercised). This  strategy could  allow the Fund  or the  Portfolio to avoid
selling the portfolio security or currency at  a time when it has an  unrealized
loss; however, the Fund or the Portfolio would have to pay a premium to purchase
the call option plus transaction costs.
 
                   Statement of Additional Information Page 8
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
Aggregate  premiums paid for put and call options will not exceed 5% of a Fund's
or the Portfolio's total assets at the time of purchase.
 
The Government  Income Fund,  the Strategic  Income Fund  or the  Portfolio  may
attempt  to accomplish  objectives similar  to those  involved in  using Forward
Contracts by purchasing put or call options on currencies. A put option gives  a
Fund  or the Portfolio as purchaser the right (but not the obligation) to sell a
specified amount of currency at the  exercise price at any time until  (American
Style)  or on (European Style) the expiration of the option. A call option gives
a Fund or  the Portfolio  as purchaser  the right  (but not  the obligation)  to
purchase  a specified amount of currency at the exercise price at any time until
(American Style) or on (European Style) the expiration of the option. A Fund  or
the  Portfolio might  purchase a  currency put  option, for  example, to protect
itself against a decline in the dollar value of a currency in which it holds  or
anticipates  holding securities. If the  currency's value should decline against
the dollar, the loss in currency value should be offset, in whole or in part, by
an increase in the value of the put. If the value of the currency instead should
rise against the dollar, any gain to the Fund or the Portfolio would be  reduced
by  the premium it had paid for the  put option. A currency call option might be
purchased, for example, in anticipation of, or to protect against, a rise in the
value against  the dollar  of a  currency in  which the  Fund or  the  Portfolio
anticipates purchasing securities.
 
Options  may  be either  listed  on an  exchange  or traded  in over-the-counter
("OTC") markets. Listed options are third-party contracts (I.E., performance  of
the  obligations of the  purchaser and seller  is guaranteed by  the exchange or
clearing corporation), and have standardized strike prices and expiration dates.
OTC options are two-party contracts with negotiated strike prices and expiration
dates. The Funds and the  Portfolio will not purchase  an OTC option unless  the
Fund  or  the Portfolio  believes  that daily  valuations  for such  options are
readily obtainable. OTC options differ from exchange-traded options in that  OTC
options  are  transacted  with  dealers  directly  and  not  through  a clearing
corporation (which guarantees  performance). Consequently,  there is  a risk  of
non-performance  by the dealer.  Since no exchange is  involved, OTC options are
valued on the basis of the average of the last bid prices obtained from dealers,
unless a quotation from only  one dealer is available,  in which case only  that
dealer's  price  will be  used. In  the case  of  OTC options,  there can  be no
assurance that a liquid secondary market will exist for any particular option at
any specific time.
 
The staff of the Securities and Exchange Commission ("SEC") considers  purchased
OTC options to be illiquid securities. A Fund or the Portfolio may also sell OTC
options  and, in connection therewith, segregate assets or cover its obligations
with respect to OTC  options written by  the Fund or  the Portfolio. The  assets
used  as  cover for  OTC options  written by  a  Fund or  the Portfolio  will be
considered illiquid unless  the OTC options  are sold to  qualified dealers  who
agree  that the Fund or the Portfolio may repurchase any OTC option it writes at
a maximum price to be calculated by a formula set forth in the option agreement.
The cover  for  an  OTC  option  written subject  to  this  procedure  would  be
considered  illiquid only to the extent  that the maximum repurchase price under
the formula exceeds the intrinsic value of the option.
 
A Fund's or  the Portfolio's  ability to establish  and close  out positions  in
exchange-listed  options depends on the existence  of a liquid market. Each Fund
and the  Portfolio  intends to  purchase  or write  only  those  exchange-traded
options  for which there appears to be a liquid secondary market. However, there
can be  no assurance  that such  a market  will exist  at any  particular  time.
Closing  transactions can be  made for OTC options  only by negotiating directly
with the contra party or  by a transaction in the  secondary market if any  such
market  exists. Although each Fund and the Portfolio will enter into OTC options
only with  contra parties  that are  expected  to be  capable of  entering  into
closing  transactions with the Fund or the Portfolio, there is no assurance that
the Fund or  the Portfolio  will in  fact be  able to  close out  an OTC  option
position  at a favorable price prior to  expiration. In the extent of insolvency
of the contra party, the Fund or the  Portfolio might be unable to close out  an
OTC option position at any time prior to its expiration.
 
INDEX OPTIONS
Puts and calls on indices are similar to puts and calls on securities or futures
contracts  except that all settlements  are in cash and  gain or loss depends on
changes in the index in question (and thus on price movements in the  securities
market  or a particular market sector  generally) rather than on price movements
in individual securities  or futures  contracts. When  a Fund  or the  Portfolio
writes  a call on an index, it receives  a premium and agrees that, prior to the
expiration date, the  purchaser of  the call, upon  exercise of  the call,  will
receive from the Fund or the Portfolio an amount of cash if the closing level of
the index upon which the call is based is greater than the exercise price of the
call. The amount of cash is equal to the difference between the closing price of
the  index and the  exercise price of  the call times  a specified multiple (the
"multiplier"), which determines the  total dollar value for  each point of  such
difference.  When a Fund  or the Portfolio  buys a call  on an index,  it pays a
premium and has the same rights as to  such call as are indicated above. When  a
Fund  or the Portfolio  buys a put  on an index,  it pays a  premium and has the
right, prior to the expiration date, to require the seller of the put, upon  the
Fund's  or the Portfolio's  exercise of the put,  to deliver to  the Fund or the
Portfolio an amount of cash if the closing level of the index upon which the put
is based is less  than the exercise price  of the put, which  amount of cash  is
 
                   Statement of Additional Information Page 9
<PAGE>
                            AIM GLOBAL INCOME FUNDS
determined  by the multiplier, as described above  for calls. When a Fund or the
Portfolio writes a put on an index, it receives a premium and the purchaser  has
the right, prior to the expiration date, to require the Fund or the Portfolio to
deliver  to it  an amount of  cash equal  to the difference  between the closing
level of the index and the exercise  price times the multiplier, if the  closing
level is less than the exercise price.
 
The  risks  of  investment in  index  options  may be  greater  than  options on
securities. Because  index options  are settled  in  cash, when  a Fund  or  the
Portfolio  writes  a call  on  an index  it cannot  provide  in advance  for its
potential  settlement  obligations  by  acquiring  and  holding  the  underlying
securities.  A Fund or  the Portfolio can offset  some of the  risk of writing a
call index  option position  by holding  a diversified  portfolio of  securities
similar  to those on which the underlying index is based. However, a Fund or the
Portfolio cannot, as a practical matter, acquire and hold a portfolio containing
exactly the same securities as underlie the index and, as a result, bears a risk
that the value of the securities held will vary from the value of the index.
 
Even if  a Fund  or the  Portfolio could  assemble a  securities portfolio  that
exactly  reproduced the composition of the  underlying index, it still would not
be fully covered from a risk standpoint because of the "timing risk" inherent in
writing index options.  When an index  option is exercised,  the amount of  cash
that  the holder is entitled to receive  is determined by the difference between
the exercise price and the  closing index level on the  date when the option  is
exercised.  As with other  kinds of options,  the Fund or  the Portfolio, as the
call writer, will not know that it has been assigned until the next business day
at the earliest. The time lag between exercise and notice of assignment poses no
risk for the writer of a covered call on a specific underlying security, such as
common stock, because there the writer's obligation is to deliver the underlying
security, not to pay its value  as of a fixed time in  the past. So long as  the
writer  already  owns the  underlying security,  it  can satisfy  its settlement
obligations by  simply delivering  it, and  the  risk that  its value  may  have
declined since the exercise date is borne by the exercising holder. In contrast,
even  if the  writer of an  index call  holds securities that  exactly match the
composition of  the  underlying  index, it  will  not  be able  to  satisfy  its
assignment  obligations by  delivering those  securities against  payment of the
exercise price. Instead, it will be required  to pay cash in an amount based  on
the  closing index value on the exercise date; and by the time it learns that it
has been assigned, the index may have declined, with a corresponding decline  in
the  value  of  its securities  portfolio.  This  "timing risk"  is  an inherent
limitation on the ability of index call writers to cover their risk exposure  by
holding securities positions.
 
If a Fund or the Portfolio purchases an index option and exercises it before the
closing  index value for that day is available,  it runs the risk that the level
of the underlying  index may subsequently  change. If such  a change causes  the
exercised  option to  fall out-of-the-money, the  Fund or the  Portfolio will be
required to pay the difference between the closing index value and the  exercise
price of the option (times the applicable multiplier) to the assigned writer.
 
INTEREST RATE AND CURRENCY FUTURES CONTRACTS
The Government Income Fund, the Strategic Income Fund or the Portfolio may enter
into interest rate or currency futures contracts, including futures contracts on
indices  of  debt securities,  ("Futures" or  "Futures  Contracts"), as  a hedge
against changes  in prevailing  levels of  interest rates  or currency  exchange
rates  in order to establish more  definitely the effective return on securities
or currencies held or intended to be acquired by the Fund or the Portfolio.  The
Government  Income Fund, the Strategic Income  Fund's or the Portfolio's hedging
may include  sales  of Futures  as  an offset  against  the effect  of  expected
increases  in  interest  rates  or decreases  in  currency  exchange  rates, and
purchases of Futures  as an offset  against the effect  of expected declines  in
interest rates or increases in currency exchange rates.
 
The  Government Income Fund's, the Strategic  Income Fund and the Portfolio only
will enter into Futures Contracts that  are traded on futures exchanges and  are
standardized  as to maturity  date and underlying  financial instrument. Futures
exchanges and  trading thereon  in the  United States  are regulated  under  the
Commodity  Exchange Act  by the  Commodity Futures  Trading Commission ("CFTC").
Futures are exchanged in  London at the  London International Financial  Futures
Exchange.
 
Although techniques other than sales and purchases of Futures Contracts could be
used  to  reduce a  Fund's  or the  Portfolio's  exposure to  interest  rate and
currency exchange rate  fluctuations, a  Fund or the  Portfolio may  be able  to
hedge  exposure  more effectively  and  at a  lower  cost through  using Futures
Contracts.
 
A Futures Contract provides  for the future  sale by one  party and purchase  by
another  party of  a specified amount  of a specific  financial instrument (debt
security or  currency) for  a specified  price at  a designated  date, time  and
place.  An index  Futures Contract  provides for  the delivery,  at a designated
date, time and place, of  an amount of cash equal  to a specified dollar  amount
times  the difference  between the index  value at  the close of  trading on the
contract and the price  at which the Futures  Contract is originally struck;  no
physical  delivery of  the securities  comprising the  index is  made. Brokerage
 
                  Statement of Additional Information Page 10
<PAGE>
                            AIM GLOBAL INCOME FUNDS
fees are incurred when a Futures Contract is bought or sold, and margin deposits
must be maintained at all times the Futures Contract is outstanding.
 
Although Futures Contracts typically require future delivery of and payment  for
financial  instruments or currencies,  Futures Contracts usually  are closed out
before the delivery date. Closing out an open Futures Contract sale or  purchase
is  effected by entering  into an offsetting Futures  Contract purchase or sale,
respectively,  for  the  same  aggregate  amount  of  the  identical   financial
instrument  or currency and  the same delivery date.  If the offsetting purchase
price is less  than the  original sale price,  the Government  Income Fund,  the
Strategic  Income Fund  or the  Portfolio realizes  a gain;  if it  is more, the
Government Income Fund, the  Strategic Income Fund or  the Portfolio realizes  a
loss.  Conversely,  if  the offsetting  sale  price  is more  than  the original
purchase price, the  Government Income Fund,  the Strategic Income  Fund or  the
Portfolio  realizes  a gain;  if it  is  less, the  Government Income  Fund, the
Strategic Income Fund or  the Portfolio realizes a  loss. The transaction  costs
also must be included in these calculations. There can be no assurance, however,
that  a  Fund  or  the  Portfolio  will be  able  to  enter  into  an offsetting
transaction with respect to a particular Futures Contract at a particular  time.
If  a Fund or the Portfolio is not able to enter into an offsetting transaction,
the Fund or the Portfolio  will continue to be  required to maintain the  margin
deposits on the Futures Contract.
 
As  an example of an offsetting transaction, the contractual obligations arising
from the sale of one Futures Contract of September Deutschemarks on an  exchange
may  be fulfilled  at any  time before  delivery under  the Futures  Contract is
required (I.E., on a specified date  in September, the "delivery month") by  the
purchase  of another  Futures Contract  of September  Deutschemarks on  the same
exchange. In  such instance,  the  difference between  the  price at  which  the
Futures  Contract was sold and the price paid for the offsetting purchase, after
allowance for transaction costs, represents the profit or loss to the Government
Income Fund, the Strategic Income Fund or the Portfolio.
 
The Government  Income Fund,  the Strategic  Income Fund's  and the  Portfolio's
Futures  transactions will be  entered into for hedging  purposes only; that is,
Futures Contracts will  be sold to  protect against  a decline in  the price  of
securities  or  currencies  that the  Fund  or  the Portfolio  owns,  or Futures
Contracts will be  purchased to  protect the Fund  or the  Portfolio against  an
increase  in the price of securities or  currencies it has committed to purchase
or expects to purchase.
 
"Margin" with respect to Futures Contracts is  the amount of funds that must  be
deposited  by  the Government  Income  Fund, the  Strategic  Income Fund  or the
Portfolio in order to initiate Futures trading and to maintain the Fund's or the
Portfolio's open positions in Futures Contracts. A margin deposit made when  the
Futures  Contract is  entered into  ("initial margin")  is intended  to assure a
Fund's or the  Portfolio's performance  under the Futures  Contract. The  margin
required  for a particular Futures Contract is  set by the exchange on which the
Futures Contract is traded, and may be modified significantly from time to  time
by the exchange during the term of the Futures Contract.
 
Subsequent  payments,  called  "variation  margin,"  to  and  from  the  futures
commission merchant through  which the Fund  or the Portfolio  entered into  the
Futures  Contract will be made  on a daily basis as  the price of the underlying
security, currency or index fluctuates making the Futures Contract more or  less
valuable, a process known as marking-to-market.
 
    RISKS  OF  USING  FUTURES CONTRACTS.  The  prices of  Futures  Contracts are
volatile and  are influenced,  among  other things,  by actual  and  anticipated
changes in interest and currency rates, which in turn are affected by fiscal and
monetary policies and national and international political and economic events.
 
There  is a risk of  imperfect correlation between changes  in prices of Futures
Contracts and  prices  of  the securities  or  currencies  in a  Fund's  or  the
Portfolio's  portfolio being hedged.  The degree of  imperfection of correlation
depends upon circumstances such as: variations in speculative market demand  for
Futures  and  for securities  or currencies,  including technical  influences in
Futures trading; and differences between the financial instruments being  hedged
and  the  instruments underlying  the standard  Futures Contracts  available for
trading. A  decision of  whether, when,  and  how to  hedge involves  skill  and
judgment,  and even  a well-conceived hedge  may be unsuccessful  to some degree
because of unexpected market behavior or interest or currency rate trends.
 
Because of  the  low  margin  deposits required,  Futures  trading  involves  an
extremely  high  degree  of leverage.  As  a  result, a  relatively  small price
movement in a Futures Contract may result in immediate and substantial loss,  as
well  as gain, to the investor. For example,  if at the time of purchase, 10% of
the value  of the  Futures Contract  is deposited  as margin,  a subsequent  10%
decrease  in the value of  the Futures Contract would result  in a total loss of
the margin  deposit, before  any deduction  for the  transaction costs,  if  the
account  were then closed  out. A 15% decrease  would result in  a loss equal to
150% of the original  margin deposit, if the  Futures Contract were closed  out.
Thus, a purchase or sale of a Futures Contract may result in losses in excess of
the amount invested in the Futures Contract.
 
                  Statement of Additional Information Page 11
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
Most U.S. Futures exchanges limit the amount of fluctuation permitted in Futures
Contract  and option on Futures Contract prices during a single trading day. The
daily limit establishes the maximum amount that the price of a Futures  Contract
or option may vary either up or down from the previous day's settlement price at
the  end  of a  trading session.  Once the  daily  limit has  been reached  in a
particular type of Futures Contract or option, no trades may be made on that day
at a price beyond that limit. The daily limit governs only price movement during
a particular trading day and therefore does not limit potential losses,  because
the limit may prevent the liquidation of unfavorable positions. Futures Contract
and  option  prices  occasionally have  moved  to  the daily  limit  for several
consecutive trading days with  little or no  trading, thereby preventing  prompt
liquidation of positions and subjecting some traders to substantial losses.
 
If  a Fund  or the  Portfolio were unable  to liquidate  a Futures  or option on
Futures position  due  to  the absence  of  a  liquid secondary  market  or  the
imposition  of price limits, it could incur  substantial losses. The Fund or the
Portfolio would  continue to  be subject  to  market risk  with respect  to  the
position.  In addition, except in the case of purchased options, the Fund or the
Portfolio would continue to be required to make daily variation margin  payments
and  might be required  to maintain the  position being hedged  by the Future or
option or to maintain cash or securities in a segregated account.
 
Certain characteristics  of the  Futures  market might  increase the  risk  that
movements  in the prices  of Futures Contracts  or options on  Futures might not
correlate perfectly  with  movements in  the  prices of  the  investments  being
hedged.  For example,  all participants  in the  Futures and  options on Futures
markets are subject to  daily variation margin calls  and might be compelled  to
liquidate  Futures  or  options on  Futures  positions whose  prices  are moving
unfavorably to avoid being  subject to further  calls. These liquidations  could
increase  price  volatility  of the  instruments  and distort  the  normal price
relationship between the Futures  or options and  the investments being  hedged.
Also, because initial margin deposit requirements in the Futures market are less
onerous  than  margin requirements  in the  securities  markets, there  might be
increased  participation   by  speculators   in   the  Futures   markets.   This
participation  also  might  cause  temporary  price  distortions.  In  addition,
activities of large traders in both the Futures and securities markets involving
arbitrage, "program trading"  and other  investment strategies  might result  in
temporary price distortions.
 
OPTIONS ON FUTURES CONTRACTS
Options  on Futures Contracts are similar to options on securities or currencies
except that options on Futures Contracts give the purchaser the right, in return
for the  premium paid,  to  assume a  position in  a  Futures Contract  (a  long
position if the option is a call and a short position if the option is a put) at
a  specified exercise price  at any time  during the period  of the option. Upon
exercise of the option, the  delivery of the Futures  position by the writer  of
the  option to the holder  of the option will be  accompanied by delivery of the
accumulated balance in the writer's Futures margin account, which represents the
amount by which the market price  of the Futures Contract, at exercise,  exceeds
(in  the case of  a call) or  is less than (in  the case of  a put) the exercise
price of the option on  the Futures Contract. If an  option is exercised on  the
last trading day prior to the expiration date of the option, the settlement will
be  made entirely in cash equal to  the difference between the exercise price of
the option and  the closing level  of the securities,  currencies or index  upon
which  the  Futures Contract  is  based on  the  expiration date.  Purchasers of
options who fail to exercise their options  prior to the exercise date suffer  a
loss of the premium paid.
 
The  purchase of  call options  on Futures can  serve as  a long  hedge, and the
purchase of put  options on Futures  can serve  as a short  hedge. Writing  call
options  on Futures can serve as a  limited short hedge, and writing put options
on Futures can serve as a limited  long hedge, using a strategy similar to  that
used for writing options on securities, foreign currencies or indices.
 
If  a Fund or the Portfolio  writes an option on a  Futures Contract, it will be
required to  deposit  initial  and variation  margin  pursuant  to  requirements
similar  to those  applicable to Futures  Contracts. Premiums  received from the
writing of an option on  a Futures Contract are  included in the initial  margin
deposit.
 
A  Fund or the Portfolio may seek to  close out an option position by selling an
option covering the same Futures Contract and having the same exercise price and
expiration date.  The ability  to  establish and  close  out positions  on  such
options is subject to the maintenance of a liquid secondary market.
 
LIMITATIONS  ON  USE  OF FUTURES,  OPTIONS  ON  FUTURES AND  CERTAIN  OPTIONS ON
CURRENCIES
To the  extent that  a Fund  or  the Portfolio  enters into  Futures  Contracts,
options  on  Futures Contracts  and options  on foreign  currencies traded  on a
CFTC-regulated exchange, in each case other than for BONA FIDE hedging  purposes
(as  defined by the CFTC), the aggregate initial margin and premiums required to
establish  those  positions   (excluding  the  amount   by  which  options   are
"in-the-money")  will not exceed 5% of the  liquidation value of a Fund's or the
Portfolio's  portfolio,  after  taking  into  account  unrealized  profits   and
unrealized  losses on any contracts the Fund  or the Portfolio has entered into.
In general, a call option on a  Futures Contract is "in-the-money" if the  value
of the underlying Futures
 
                  Statement of Additional Information Page 12
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
Contract  exceeds the strike, I.E., exercise, price of the call; a put option on
a Futures Contract  is "in-the-money"  if the  value of  the underlying  Futures
Contract  is exceeded  by the  strike price  of the  put. This  guideline may be
modified by  the  Company's Board  of  Directors  or the  Portfolio's  Board  of
Trustees,  as applicable, without  a shareholder vote.  This limitation does not
limit the percentage of a Fund's or the Portfolio's assets at risk to 5%.
    
 
FORWARD CONTRACTS
A Forward Contract is an obligation,  generally arranged with a commercial  bank
or  other  currency  dealer, to  purchase  or  sell a  currency  against another
currency at  a  future  date and  price  as  agreed upon  by  the  parties.  The
Government  Income Fund, the Strategic Income  Fund and the Portfolio either may
accept or make delivery of the currency at the maturity of the Forward Contract.
A Fund or the Portfolio may also, if its contra party agrees, prior to maturity,
enter into a closing transaction involving the purchase or sale of an offsetting
contract.
 
A Fund or the Portfolio engages in forward currency transactions in anticipation
of, or to protect itself against, fluctuations in exchange rates. A Fund or  the
Portfolio might sell a particular foreign currency forward, for example, when it
holds  bonds denominated in a foreign currency  but anticipates, and seeks to be
protected against, a decline in the currency against the U.S. dollar. Similarly,
a Fund or the Portfolio might sell  the U.S. dollar forward when it holds  bonds
denominated  in U.S. dollars but anticipates, and seeks to be protected against,
a decline in the U.S. dollar relative to other currencies. Further, the Funds or
the Portfolio  might purchase  a currency  forward  to "lock  in" the  price  of
securities denominated in that currency that it anticipates purchasing.
 
   
Forward  Contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A Forward
Contract generally has no deposit requirement, and no commissions are charged at
any stage for trades. The Government  Income Fund, the Strategic Income Fund  or
the  Portfolio will enter into such Forward Contracts with major U.S. or foreign
banks and securities or currency dealers in accordance with guidelines  approved
by  the Company's Board  of Directors or  the Portfolio's Board  of Trustees, as
applicable.
    
 
The Government Income Fund, the Strategic Income Fund or the Portfolio may enter
into Forward  Contracts either  with respect  to specific  transactions or  with
respect  to the  overall investment  of the Fund  or the  Portfolio. The precise
matching of the Forward  Contract amounts and the  value of specific  securities
generally  will not be possible  because the future value  of such securities in
foreign currencies will change as a consequence of market movements in the value
of those securities between  the date the Forward  Contract is entered into  and
the  date  it matures.  Accordingly, it  may be  necessary for  the Fund  or the
Portfolio to  purchase additional  foreign  currency on  the spot  (I.E.,  cash)
market  (and  bear the  expense of  such purchase)  if the  market value  of the
security is less than the amount of  foreign currency the Fund or the  Portfolio
is  obligated to deliver and if a decision is made to sell the security and make
delivery of the foreign currency. Conversely, it may be necessary to sell on the
spot market some of the foreign currency the Fund or the Portfolio is  obligated
to  deliver. The projection of short-term currency market movements is extremely
difficult, and  the successful  execution of  a short-term  hedging strategy  is
highly  uncertain. Forward Contracts involve  the risk that anticipated currency
movements will not be predicted accurately, causing the Fund or the Portfolio to
sustain losses on these contracts and transaction costs.
 
At or  before the  maturity of  a Forward  Contract requiring  the Fund  or  the
Portfolio  to  sell a  currency, the  Fund or  the Portfolio  either may  sell a
portfolio security and use the sale proceeds to make delivery of the currency or
retain the  security  and  offset  its contractual  obligation  to  deliver  the
currency  by purchasing  a second  contract pursuant  to which  the Fund  or the
Portfolio will  obtain,  on the  same  maturity date,  the  same amount  of  the
currency  that it is obligated to deliver.  Similarly, the Fund or the Portfolio
may close out a Forward Contract  requiring it to purchase a specified  currency
by  entering into a second contract, if its contra party agrees, entitling it to
sell the same  amount of the  same currency on  the maturity date  of the  first
contract.  The Fund or the Portfolio would realize a gain or loss as a result of
entering into such an offsetting  Forward Contract under either circumstance  to
the  extent the  exchange rate  or rates  between the  currencies involved moved
between the execution dates of the first contract and the offsetting contract.
 
The cost to a Fund or the Portfolio of engaging in Forward Contracts varies with
factors such as the currencies involved,  the length of the contract period  and
the  market conditions  then prevailing.  Because Forward  Contracts usually are
entered into on a principal basis, no fees or commissions are involved. The  use
of  Forward  Contracts does  not  eliminate fluctuations  in  the prices  of the
underlying securities the Fund or the Portfolio owns or intends to acquire,  but
it  does establish  a rate  of exchange in  advance. In  addition, while Forward
Contracts limit the risk  of loss due to  a decline in the  value of the  hedged
currencies,  they also  limit any  potential gain  that might  result should the
value of the currencies increase.
 
                  Statement of Additional Information Page 13
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
FOREIGN CURRENCY STRATEGIES -- SPECIAL CONSIDERATIONS
A Fund  or the  Portfolio may  use  options on  foreign currencies,  Futures  on
foreign  currencies,  options  on  Futures  on  foreign  currencies  and Forward
Contracts to hedge against movements in the values of the foreign currencies  in
which  the Fund's or  the Portfolio's securities  are denominated. Such currency
hedges can protect  against price movements  in a  security that a  Fund or  the
Portfolio  owns or intends  to acquire that  are attributable to  changes in the
value of the currency in which it  is denominated. Such hedges do not,  however,
protect against price movements in the securities that are attributable to other
causes.
 
A  Fund or the Portfolio might  seek to hedge against changes  in the value of a
particular currency  when  no  Futures  Contract,  Forward  Contract  or  option
involving  that currency is available or one of such contracts is more expensive
than certain other contracts. In such cases, the Fund or the Portfolio may hedge
against price movements in that currency by entering into a contract on  another
currency  or basket of currencies, the  values of which the Sub-adviser believes
will have a positive correlation to the value of the currency being hedged.  The
risk  that movements in the  price of the contract  will not correlate perfectly
with movements in the price of the currency being hedged is magnified when  this
strategy is used.
 
The  value of Futures Contracts, options on Futures Contracts, Forward Contracts
and options  on  foreign currencies  depends  on  the value  of  the  underlying
currency  relative  to the  U.S. dollar.  Because foreign  currency transactions
occurring in the  interbank market  might involve  substantially larger  amounts
than  those  involved in  the  use of  Futures  Contracts, Forward  Contracts or
options, a Fund or the  Portfolio could be disadvantaged  by dealing in the  odd
lot  market (generally consisting  of transactions of less  than $1 million) for
the underlying foreign  currencies at prices  that are less  favorable than  for
round lots.
 
There is no systematic reporting of last sale information for foreign currencies
or  any  regulatory requirements  that quotations  available through  dealers or
other market sources be firm or revised on a timely basis. Quotation information
generally is representative of very  large transactions in the interbank  market
and  thus  might not  reflect  odd-lot transactions  where  rates might  be less
favorable.  The   interbank  market   in  foreign   currencies  is   a   global,
round-the-clock  market. To the  extent the U.S. options  or Futures markets are
closed while the markets for the underlying currencies remain open,  significant
price  and rate movements might take place in the underlying markets that cannot
be reflected in  the markets  for the Futures  contracts or  options until  they
reopen.
 
Settlement of Futures Contracts, Forward Contracts and options involving foreign
currencies  might  be required  to  take place  within  the country  issuing the
underlying currency. Thus, a Fund or  the Portfolio might be required to  accept
or  make delivery of the underlying foreign currency in accordance with any U.S.
or foreign regulations regarding the maintenance of foreign banking arrangements
by U.S. residents  and might  be required  to pay  any fees,  taxes and  charges
associated with such delivery assessed in the issuing country.
 
COVER
Transactions  using Forward Contracts, Futures Contracts and options (other than
options purchased by a Fund or the  Portfolio) expose the Fund or the  Portfolio
to  an obligation to another party. A Fund  or the Portfolio will not enter into
any such  transactions  unless it  owns  either (1)  an  offsetting  ("covered")
position  in  securities, currencies,  or  other options,  Forward  Contracts or
Futures Contracts, or (2) cash, receivables and short-term debt securities  with
a  value sufficient at all times to  cover its potential obligations not covered
as provided in  (1) above.  Each Fund  and the  Portfolio will  comply with  SEC
guidelines  regarding  cover for  these instruments  and,  if the  guidelines so
require, set aside cash or liquid securities.
 
Assets used as cover or  held in a segregated account  cannot be sold while  the
position  in the corresponding  Forward Contract, Futures  Contract or option is
open, unless they are replaced with other appropriate assets. If a large portion
of a Fund's or the Portfolio's assets are used for cover or segregated accounts,
it could affect portfolio management or the Fund's or the Portfolio's ability to
meet redemption requests or other current obligations.
 
INTEREST RATE AND CURRENCY SWAPS
The Strategic Income  Fund and the  Portfolio usually will  enter into  interest
rate  swaps on a net basis, that is, the two payment streams are netted out in a
cash settlement on the payment date  or dates specified in the instrument,  with
the  Strategic Income Fund or the Portfolio receiving or paying, as the case may
be, only the net amount  of the two payments. The  net amount of the excess,  if
any, of each of the Strategic Income Fund's and the Portfolio's obligations over
its  entitlements with respect to each swap will be accrued on a daily basis and
an amount of cash or  liquid securities having an  aggregate net asset value  at
least  equal  to  the accrued  excess  will be  maintained  in an  account  by a
custodian that satisfies the requirements of the 1940 Act. The Strategic  Income
Fund and the Portfolio will also establish and maintain such segregated accounts
with  respect to its total obligations under any swaps that are not entered into
on a net basis and with respect to  any caps or floors that are written by  that
Fund   or  the  Portfolio.  The  Sub-adviser,  the  Strategic  Income  Fund  and
 
                  Statement of Additional Information Page 14
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
the Portfolio  believe that  swaps, caps  and floors  do not  constitute  senior
securities  under the 1940  Act and, accordingly,  will not treat  them as being
subject to the Fund's and the Portfolio's borrowing restrictions. The  Strategic
Income  Fund and the Portfolio will not  enter into any swap, cap, floor, collar
or other  derivative  transaction unless,  at  the  time of  entering  into  the
transaction,  the unsecured long-term  debt rating of  the counterparty combined
with any credit enhancements is rated  at least A by Moody's Investors  Service,
Inc.  ("Moody's")  or  Standard  &  Poor's  Ratings  Group,  a  division  of The
McGraw-Hill Companies,  Inc.  ("S&P"),  or  has  an  equivalent  rating  from  a
nationally  recognized statistical rating organization or is determined to be of
equivalent credit quality by  the Sub-adviser. If  a counterparty defaults,  the
Strategic Income Fund or the Portfolio may have contractual remedies pursuant to
the   agreements  related  to  the  transactions.  The  swap  market  has  grown
substantially in  recent years,  with a  large number  of banks  and  investment
banking  firms acting  both as principals  and as  agents utilizing standardized
swap documentation. As a result, the  swap market has become relatively  liquid.
Caps,  floors and  collars are  more recent  innovations for  which standardized
documentation has not yet  been fully developed and,  for that reason, they  are
less liquid than swaps.
    
 
- --------------------------------------------------------------------------------
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
ILLIQUID SECURITIES
The  Government Income  Fund, Strategic Income  Fund and the  Portfolio each may
invest up  to  15% of  net  assets in  illiquid  securities. Securities  may  be
considered  illiquid if a Fund or  the Portfolio cannot reasonably expect within
seven days  to  receive  approximately the  amount  at  which the  Fund  or  the
Portfolio  values such securities. The sale  of illiquid securities, if they can
be sold at all, generally will require more time and result in higher  brokerage
charges  or dealer discounts  and other selling  expenses than will  the sale of
liquid securities, such as  securities eligible for  trading on U.S.  securities
exchanges  or in the over-the-counter  markets. Moreover, restricted securities,
which may be illiquid for purposes of this limitation often sell, if at all,  at
a  price lower than similar  securities that are not  subject to restrictions on
resale.
 
Illiquid securities include those that are subject to restrictions contained  in
the  securities laws  of other  countries. However,  securities that  are freely
marketable in the country  where they are principally  traded, but would not  be
freely  marketable in the United States,  will not be considered illiquid. Where
registration is required, each  Fund and the Portfolio  may be obligated to  pay
all  or part of the  registration expenses and a  considerable period may elapse
between the time of the  decision to sell and the  time a Fund or the  Portfolio
may  be permitted to sell a  security under an effective registration statement.
If, during such a period, adverse market  conditions were to develop, a Fund  or
the Portfolio might obtain a less favorable price than prevailed when it decided
to sell.
 
Not   all  restricted  securities   are  illiquid.  In   recent  years  a  large
institutional  market  has  developed  for  certain  securities  that  are   not
registered  under the Securities Act of 1933, as amended ("1933 Act"), including
private placements, repurchase agreements, commercial paper, foreign  securities
and corporate bonds and notes. These instruments are often restricted securities
because  the  securities are  sold in  transactions not  requiring registration.
Institutional investors generally will not seek to sell these instruments to the
general  public,  but  instead  will   often  depend  either  on  an   efficient
institutional market in which such unregistered securities can be readily resold
or  on an issuer's ability to honor  a demand for repayment. Therefore, the fact
that there are contractual or legal restrictions on resale to the general public
or certain institutions is not dispositive of the liquidity of such investments.
 
Rule 144A under the 1933 Act  establishes a "safe harbor" from the  registration
requirements  of the  1933 Act  for resales  of certain  securities to qualified
institutional buyers.  Institutional  markets  for  restricted  securities  have
developed  as a result of Rule 144A, providing both readily ascertainable values
for restricted securities and the ability to liquidate an investment to  satisfy
share redemption orders. Such markets include automated systems for the trading,
clearance  and  settlement of  unregistered securities  of domestic  and foreign
issuers, such as  the PORTAL  System sponsored  by the  National Association  of
Securities  Dealers,  Inc.  An insufficient  number  of  qualified institutional
buyers interested in purchasing Rule 144A-eligible restricted securities held by
a Fund or the  Portfolio, however, could affect  adversely the marketability  of
such portfolio securities and a Fund or the Portfolio might be unable to dispose
of such securities promptly or at favorable prices.
 
                  Statement of Additional Information Page 15
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
With  respect  to liquidity  determinations  generally, the  Company's  Board of
Directors has  the  ultimate  responsibility for  determining  whether  specific
securities,  including restricted  securities eligible  for resale  to qualified
institutional buyers pursuant  to Rule 144A  under the 1933  Act, are liquid  or
illiquid.   The  Board   has  delegated   the  function   of  making  day-to-day
determinations of liquidity  to the  Sub-adviser in  accordance with  procedures
approved by the Board. The Sub-adviser takes into account a number of factors in
reaching  liquidity decisions,  including: (i) the  frequency of  trading in the
security; (ii) the number  of dealers that make  quotes for the security;  (iii)
the  number of dealers  that have undertaken  to make a  market in the security;
(iv) the  number  of other  potential  purchasers; and  (v)  the nature  of  the
security  and  how  trading is  effected  (e.g.,  the time  needed  to  sell the
security,  how  offers  are  solicited  and  the  mechanics  of  transfer).  The
Sub-adviser  will monitor the liquidity of securities  held by each Fund and the
Portfolio and report periodically  on such decisions to  the Company's Board  of
Directors.  Moreover, as  noted in the  Prospectus, certain  securities, such as
those subject  to  registration  restrictions  of more  than  seven  days,  will
generally  be treated as illiquid. If  the liquidity percentage restriction of a
Fund or the Portfolio is satisfied at  the time of investment, a later  increase
in  the  percentage of  illiquid  securities held  by  a Fund  or  the Portfolio
resulting from  a  change  in market  value  or  assets will  not  constitute  a
violation  of that restriction.  If as a result  of a change  in market value or
assets, the percentage  of illiquid  securities held  by the  Fund or  Portfolio
increases  above  the applicable  limit, the  Sub-adviser will  take appropriate
steps to  bring  the  aggregate  amount  of  illiquid  assets  back  within  the
prescribed  limitations as soon  as reasonably practicable,  taking into account
the effect of any disposition on the Fund or the Portfolio.
    
 
FOREIGN SECURITIES
    POLITICAL, SOCIAL AND  ECONOMIC RISKS. Investing  in securities of  non-U.S.
companies may entail additional risks due to the potential political, social and
economic  instability  of  certain  countries and  the  risks  of expropriation,
nationalization, confiscation  or  the  imposition of  restrictions  on  foreign
investment,  convertibility of currencies into  U.S. dollars and on repatriation
of capital  invested. In  the event  of such  expropriation, nationalization  or
other confiscation by any country, either a Fund or the Portfolio could lose its
entire investment in any such country.
 
    RELIGIOUS,  POLITICAL AND ETHNIC  INSTABILITY. Certain countries  in which a
Fund or the Portfolio may invest may have groups that advocate radical religious
or revolutionary philosophies or support ethnic independence. Any disturbance on
the  part  of  such  individuals  could  carry  the  potential  for   widespread
destruction  or  confiscation  of  property owned  by  individuals  and entities
foreign to such country and could cause the loss of a Fund's or the  Portfolio's
investment  in those  countries. Instability may  also result  from, among other
things: (i) authoritarian governments or  military involvement in political  and
economic    decision-making,   including    changes   in    government   through
extra-constitutional means;  (ii) popular  unrest  associated with  demands  for
improved  political, economic and social conditions; and (iii) hostile relations
with neighboring  or  other  countries.  Such  political,  social  and  economic
instability could disrupt the principal financial markets in which a Fund or the
Portfolio  invests  and  adversely  affect  the  value  of  the  Fund's  or  the
Portfolio's assets.
 
    FOREIGN  INVESTMENT  RESTRICTIONS.  Certain  countries  prohibit  or  impose
substantial  restrictions on investments in  their capital markets, particularly
their equity markets, by  foreign entities such as  the Government Income  Fund,
the  Strategic Income Fund or the  Portfolio. These restrictions or controls may
at times limit or preclude investment in certain securities and may increase the
cost and expenses  of a Fund  or the Portfolio.  For example, certain  countries
require prior governmental approval before investments by foreign persons may be
made,  or may limit the amount of  investment by foreign persons in a particular
company, or limit the investment by foreign persons to only a specific class  of
securities of a company that may have less advantageous terms than securities of
the company available for purchase by nationals. Moreover, the national policies
of  certain  countries  may  restrict  investment  opportunities  in  issuers or
industries deemed sensitive to national  interests. In addition, some  countries
require governmental approval for the repatriation of investment income, capital
or  the proceeds of securities sales by foreign investors. In addition, if there
is a deterioration in a  country's balance of payments  or for other reasons,  a
country  may  impose restrictions  on  foreign capital  remittances  abroad. The
Government Income Fund,  the Strategic  Income Fund  or the  Portfolio could  be
adversely   affected  by  delays  in,  or  a  refusal  to  grant,  any  required
governmental approval for repatriation, as well  as by the application to it  of
other restrictions on investments.
 
    NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL
REGULATION.  Foreign companies are subject to accounting, auditing and financial
standards and requirements that differ, in some cases significantly, from  those
applicable to U.S. companies. In particular, the assets, liabilities and profits
appearing  on the  financial statements  of such a  company may  not reflect its
financial position or results of operations  in the way they would be  reflected
had  such financial statements  been prepared in  accordance with U.S. generally
accepted accounting  principles. Most  of  the foreign  securities held  by  the
Government  Income Fund, the Strategic Income Fund  or the Portfolio will not be
registered with  the SEC  or regulators  of any  foreign country,  nor will  the
issuers thereof be subject to the SEC's reporting requirements. Thus, there will
be less
 
                  Statement of Additional Information Page 16
<PAGE>
                            AIM GLOBAL INCOME FUNDS
available  information concerning most foreign issuers of securities held by the
Government Income Fund,  the Strategic  Income Fund  and the  Portfolio than  is
available  concerning U.S. issuers. In  instances where the financial statements
of an issuer are not deemed to reflect accurately the financial situation of the
issuer, the Sub-adviser  will take  appropriate steps to  evaluate the  proposed
investment,  which may include on-site inspection of the issuer, interviews with
its  management   and  consultations   with  accountants,   bankers  and   other
specialists.  There is  substantially less publicly  available information about
foreign companies  than  there are  reports  and ratings  published  about  U.S.
companies  and the  U.S. Government.  In addition,  where public  information is
available, it may be less reliable than such information regarding U.S. issuers.
Issuers of securities in foreign jurisdictions are generally not subject to  the
same  degree of regulation as  are U.S. issuers with  respect to such matters as
restrictions on market  manipulation, insider trading  rules, shareholder  proxy
requirements and timely disclosure of information.
 
    CURRENCY  FLUCTUATIONS. Because  the Funds  and the  Portfolio, under normal
circumstances, will invest  substantial portions  of their total  assets in  the
securities  of foreign issuers which are  denominated in foreign currencies, the
strength or weakness  of the U.S.  dollar against such  foreign currencies  will
account  for part of  each Fund's and the  Portfolio's investment performance. A
decline in the  value of any  particular currency against  the U.S. dollar  will
cause  a decline  in the U.S.  dollar value  of each Fund's  and the Portfolio's
holdings of securities  and cash  denominated in such  currency and,  therefore,
will  cause an overall decline in their  respective net asset values and any net
investment  income  and  capital  gains  derived  from  such  securities  to  be
distributed in U.S. dollars to shareholders of the Funds. Moreover, if the value
of  the foreign currencies in which a  Fund or the Portfolio receives its income
declines relative to the U.S. dollar between  the receipt of the income and  the
making  of Fund  distributions, the  Fund or  the Portfolio  may be  required to
liquidate securities in order to make distributions if the Fund or the Portfolio
has insufficient cash in U.S. dollars to meet distribution requirements.
 
   
The rate of exchange between the U.S. dollar and other currencies is  determined
by  several factors including  the supply and  demand for particular currencies,
central bank efforts to support particular currencies, the relative movement  of
interest rates and the pace of business activity in the other countries, and the
United  States, and other economic and  financial conditions affecting the world
economy.
    
 
Although the Funds and the Portfolio value  their assets daily in terms of  U.S.
dollars,  they do not intend to convert holdings of foreign currencies into U.S.
dollars on a daily basis.  The Funds and the Portfolio  will do so from time  to
time,  and  investors  should be  aware  of  the costs  of  currency conversion.
Although foreign exchange dealers  do not charge a  fee for conversion, they  do
realize  a profit based on the difference ("spread") between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to sell
a foreign  currency to  a Fund  at one  rate, while  offering a  lesser rate  of
exchange should the Fund desire to sell that currency to the dealer.
 
    ADVERSE  MARKET CHARACTERISTICS. Securities  of many foreign  issuers may be
less liquid and their  prices more volatile than  securities of comparable  U.S.
issuers.  In  addition, foreign  securities  markets and  brokers  generally are
subject to less governmental  supervision and regulation than  in the U.S.,  and
foreign  securities transactions usually are subject to fixed commissions, which
generally are  higher  than  negotiated commissions  on  U.S.  transactions.  In
addition,  foreign  securities  transactions  may  be  subject  to  difficulties
associated with the settlement of such transactions. Delays in settlement  could
result  in  temporary  periods  when  assets of  a  Fund  or  the  Portfolio are
uninvested and no  return is  earned thereon.  The inability  of a  Fund or  the
Portfolio  to make intended security purchases  due to settlement problems could
cause it to miss attractive opportunities.  Inability to dispose of a  portfolio
security  due to settlement problems either could  result in losses to a Fund or
the Portfolio due to subsequent declines in value of the portfolio security  or,
if  the Fund or the Portfolio has entered  into a contract to sell the security,
could result  in  possible liability  to  the purchaser.  The  Sub-adviser  will
consider such difficulties when determining the allocation of each Fund's or the
Portfolio's  assets,  although  the  Sub-adviser  does  not  believe  that  such
difficulties  will  have  a  material  adverse  effect  on  the  Funds'  or  the
Portfolio's portfolio trading activities.
 
The  Funds and the Portfolio may use foreign custodians, which may involve risks
in addition to those related to the  use of U.S. custodians. Such risks  include
uncertainties   relating  to:  (i)  determining  and  monitoring  the  financial
strength, reputation and  standing of  the foreign  custodian; (ii)  maintaining
appropriate safeguards to protect the Funds' and the Portfolio's investments and
(iii)  possible difficulties in  obtaining and enforcing  judgments against such
custodians.
 
   
    WITHHOLDING TAXES. Each  Fund's and  the Portfolio's  net investment  income
from foreign issuers may be subject to withholding taxes by the foreign issuer's
country,  thereby reducing the Fund's and the Portfolio's income or delaying the
receipt of income where those taxes may be recaptured. See "Taxes."
    
 
                  Statement of Additional Information Page 17
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
    CONCENTRATION. To the  extent a Fund  invests a significant  portion of  its
assets in securities of issuers located in a particular country or region of the
world, such Portfolio may be subject to greater risks and may experience greater
volatility than a fund that is more broadly diversified geographically.
 
    SPECIAL  CONSIDERATIONS AFFECTING WESTERN  EUROPEAN COUNTRIES. The countries
that are members of the European Economic Community ("Common Market")  (Belgium,
Denmark,  France,  Germany,  Greece,  Ireland,  Italy,  Luxembourg, Netherlands,
Portugal, Spain, and the United  Kingdom) eliminated certain import tariffs  and
quotas  and  other trade  barriers with  respect  to one  another over  the past
several years. The  Sub-adviser believes that  this deregulation should  improve
the  prospects for  economic growth  in many  Western European  countries. Among
other things, the deregulation could  enable companies domiciled in one  country
to  avail  themselves  of lower  labor  costs  existing in  other  countries. In
addition, this deregulation could benefit companies domiciled in one country  by
opening  additional markets  for their  goods and  services in  other countries.
Since, however, it is not  clear what the exact form  or effect of these  Common
Market  reforms  will be  on business  in  Western Europe,  it is  impossible to
predict the long-term  impact of  the implementation  of these  programs on  the
securities owned by a Fund.
 
    SPECIAL  CONSIDERATIONS  AFFECTING  RUSSIA AND  EASTERN  EUROPEAN COUNTRIES.
Investing in Russia  and Eastern European  countries involves a  high degree  of
risk  and special considerations not typically  associated with investing in the
United States securities markets, and  should be considered highly  speculative.
Such  risks include: (1)  delays in settling portfolio  transactions and risk of
loss arising out of the system of  share registration and custody; (2) the  risk
that  it may be impossible  or more difficult than  in other countries to obtain
and/or enforce a  judgement; (3) pervasiveness  of corruption and  crime in  the
economic system; (4) currency exchange rate volatility and the lack of available
currency  hedging instruments; (5) higher rates of inflation (including the risk
of  social  unrest  associated  with   periods  of  hyper-inflation)  and   high
unemployment; (6) controls on foreign investment and local practices disfavoring
foreign  investors and limitations on  repatriation of invested capital, profits
and dividends, and  on a fund's  ability to exchange  local currencies for  U.S.
dollars;  (7) political instability and social unrest and violence; (8) the risk
that the governments of Russia and Eastern European countries may decide not  to
continue  to support the economic reform programs implemented recently and could
follow radically different political and/or  economic policies to the  detriment
of  investors,  including non-market-oriented  policies such  as the  support of
certain industries at the expense of other sectors or investors, or a return  to
the  centrally planned economy that existed  when such countries had a communist
form of government; (9) the financial condition of companies in these countries,
including large amounts of inter-company debt which may create a payments crisis
on a national scale; (10) dependency on exports and the corresponding importance
of international trade;  (11) the risk  that the tax  system in these  countries
will  not  be reformed  to prevent  inconsistent, retroactive  and/or exorbitant
taxation; and (12) the underdeveloped nature of the securities markets.
 
    SPECIAL CONSIDERATIONS AFFECTING JAPAN. Japan's economic growth has declined
significantly since 1990. The general government position has deteriorated as  a
result  of weakening economic  growth and stimulative  measures taken to support
economic activity and to  restore financial stability.  Although the decline  in
interest   rates  and  fiscal  stimulation   packages  have  helped  to  contain
recessionary forces, uncertainties remain. Japan is also heavily dependent  upon
international  trade, so its  economy is especially  sensitive to trade barriers
and disputes.  Japan has  had  difficult relations  with its  trading  partners,
particularly the United States, where the trade imbalance is the greatest. It is
possible  that  trade sanctions  and other  protectionist measures  could impact
Japan adversely in both the short and the long term.
 
The common  stocks  of many  Japanese  companies trade  at  high  price-earnings
ratios.  Differences  in accounting  methods make  it  difficult to  compare the
earnings of  Japanese companies  with  those of  companies in  other  countries,
especially  in the  U.S. In  general, however, reported  net income  in Japan is
understated relative to  U.S. accounting standards  and this is  one reason  why
price-earnings   ratios  of  the  stocks   of  Japanese  companies  have  tended
historically to be  higher than  those for  U.S. stocks.  In addition,  Japanese
companies  have  tended to  have  higher growth  rates  than U.S.  companies and
Japanese interest rates  have generally  been lower than  in the  U.S., both  of
which  factors tend to result in  lower discount rates and higher price-earnings
ratios in Japan than in the U.S.
 
The Japanese securities  markets are  less regulated  than those  in the  United
States. Evidence has emerged from time to time of distortion of market prices to
serve  political or other purposes. Shareholders'  rights are not always equally
enforced. In addition, Japan's banking  industry is undergoing problems  related
to bad loans and declining values in real estate.
 
    SPECIAL  CONSIDERATIONS AFFECTING  PACIFIC REGION COUNTRIES.  Certain of the
risks associated with international  investments are heightened for  investments
in  Pacific region  countries. For  example, some  of the  currencies of Pacific
region countries  have  experienced steady  devaluations  relative to  the  U.S.
dollar,  and major  adjustments have been  made periodically in  certain of such
currencies. Certain countries, such as India, face serious exchange constraints.
Jurisdictional disputes also
 
                  Statement of Additional Information Page 18
<PAGE>
                            AIM GLOBAL INCOME FUNDS
exist between South Korea and North Korea. In addition, the Funds may invest  in
Hong Kong, which reverted to Chinese Administration on July 1, 1997. Investments
in  Hong  Kong may  be subject  to  expropriation, national,  nationalization or
confiscation, in which  case a  Fund could lose  its entire  investment in  Hong
Kong. In addition, the reversion of Hong Kong also presents a risk that the Hong
Kong  dollar will be devalued and a risk of possible loss of investor confidence
in Hong Kong's currency, stock market and assets.
 
    SPECIAL  CONSIDERATIONS  AFFECTING  LATIN  AMERICAN  COUNTRIES.  Most  Latin
American  countries have experienced substantial,  and in some periods extremely
high, rates of  inflation for many  years. Inflation and  rapid fluctuations  in
inflation  rates have had and may continue  to have very negative effects on the
economies and securities  markets of certain  Latin American countries.  Certain
Latin  American countries are also among the largest debtors to commercial banks
and foreign governments. At times certain Latin American countries have declared
moratoria on  the payment  of principal  and/or interest  on external  debt.  In
addition,  certain  Latin  American  securities  markets  have  experienced high
volatility in recent years.
 
Latin American countries may  also close certain sectors  of their economies  to
equity  investments  by foreigners.  Further due  to  the absence  of securities
markets and  publicly  owned corporations  and  due to  restrictions  on  direct
investment  by foreign entities,  investments may only be  made in certain Latin
American  countries  solely   or  primarily   through  governmentally   approved
investment vehicles or companies.
 
Certain Latin American countries may have managed currencies that are maintained
at  artificial levels to the U.S. dollar rather than at levels determined by the
market. This type  of system can  lead to  sudden and large  adjustments in  the
currency  which, in turn, can  have a disruptive and  negative effect on foreign
investors. For example, in late  1994, the value of  the Mexican peso lost  more
than one-third of its value relative to the U.S. dollar.
 
    SPECIAL CONSIDERATIONS AFFECTING EMERGING MARKETS. The Strategic Income Fund
and  the Portfolio may invest in  debt securities in emerging markets. Investing
in securities in emerging countries may  entail greater risks than investing  in
debt  securities in  developed countries. These  risks include  (i) less social,
political and economic stability; (ii) the small current size of the markets for
such securities and the  currently low or nonexistent  volume of trading,  which
result  in a lack  of liquidity and  in greater price  volatility; (iii) certain
national policies  which  may  restrict  the Strategic  Income  Fund's  and  the
Portfolio's  investment opportunities,  including restrictions  on investment in
issuers or  industries  deemed sensitive  to  national interests;  (iv)  foreign
taxation;  and  (v) the  absence of  developed  structures governing  private or
foreign investment  or  allowing for  judicial  redress for  injury  to  private
property.
 
Settlement  mechanisms in emerging securities markets  may be less efficient and
reliable than in  more developed  markets. In such  emerging securities  markets
there may be share registration and delivery delays or failures.
 
Many emerging market countries have experienced substantial, and in some periods
extremely  high,  rates  of  inflation  for  many  years.  Inflation  and  rapid
fluctuations in inflation rates and corresponding currency devaluations have had
and may  continue to  have  negative effects  on  the economies  and  securities
markets of certain emerging market countries.
 
                  Statement of Additional Information Page 19
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                             INVESTMENT LIMITATIONS
 
- --------------------------------------------------------------------------------
 
Each  Fund and the Portfolio has adopted the following investment limitations as
fundamental policies which may not be changed without approval by the holders of
the lesser of (i) 67% of that Fund's shares or the total beneficial interests of
the Portfolio represented at a meeting at which more than 50% of the outstanding
shares of  the Fund  or the  total  beneficial interests  of the  Portfolio  are
represented,  or (ii) more than 50% of the outstanding shares of the Fund or the
total beneficial interests of  the Portfolio. Whenever the  High Income Fund  is
requested  to vote on a  change in the investment  limitations of the Portfolio,
the Fund will  hold a meeting  of its shareholders  and will cast  its votes  as
instructed by its shareholders.
 
                             GOVERNMENT INCOME FUND
 
The Government Income Fund may not:
 
        (1)  Purchase any security if, as a result of that purchase, 25% or more
    of the Fund's total assets would be invested in securities of issuers having
    their principal business activities in  the same industry, except that  this
    limitation  does not  apply to securities  issued or guaranteed  by the U.S.
    government, its agencies or instrumentalities;
 
        (2) Purchase or sell real estate, except that investments in  securities
    of  issuers that  invest in  real estate  and investments  in mortgage-based
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the  Fund may exercise rights under  agreements relating to such securities,
    including the right to  enforce security interests and  to hold real  estate
    acquired  by  reason  of such  enforcement  until  that real  estate  can be
    liquidated in an orderly manner;
 
        (3) Engage in the business of underwriting securities of other  issuers,
    except  to the extent that the Fund might be considered an underwriter under
    the federal securities laws in connection with its disposition of  portfolio
    securities;
 
        (4)  Make loans, except through loans of portfolio securities or through
    repurchase agreements, provided  that for purposes  of this limitation,  the
    acquisition  of bonds, debentures, other  debt securities or instruments, or
    participations or  other interests  therein  and investments  in  government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan;
 
        (5)  Issue senior securities or borrow  money, except as permitted under
    the 1940 Act and then  not in excess of 33  1/3% of the Fund's total  assets
    (including   the  amount  borrowed  but   reduced  by  any  liabilities  not
    constituting borrowings) at the time of the borrowing, except that the  Fund
    may  borrow up to  an additional 5%  of its total  assets (not including the
    amount borrowed) for temporary or emergency purposes; or
 
        (6) Purchase or sell  physical commodities, but  the Fund may  purchase,
    sell  or enter into financial options and futures, forward and spot currency
    contracts, swap  transactions and  other financial  contracts or  derivative
    instruments.
 
Notwithstanding any other investment policy of the Fund, the Fund may invest all
of   its  investable  assets  (cash,   securities  and  receivables  related  to
securities) in an  open-end management investment  company having  substantially
the same investment objective, policies and limitations as the Fund.
 
For  purposes of  the Fund's  concentration policy  contained in  limitation (1)
above, the Fund intends to comply  with the SEC staff positions that  securities
issued  or  guaranteed  as  to  principal and  interest  by  any  single foreign
government or any supranational organizations in the aggregate are considered to
be securities of issuers in the same industry.
 
   
The following  investment  policies  of  the  Government  Income  Fund  are  not
fundamental  policies  and may  be changed  by  vote of  the Company's  Board of
Directors without shareholder approval. The Fund may not:
    
 
        (1) Borrow  money to  purchase  securities or  borrow money  except  for
    temporary  or emergency purposes.  While borrowings exceed  5% of the Fund's
    total assets, the Fund will not make any additional investments;
 
        (2) Invest in securities of an issuer if the investment would cause  the
    Fund to own more than 10% of any class of securities of any one issuer;
 
                  Statement of Additional Information Page 20
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
        (3)  Purchase securities  on margin, provided  that the  Fund may obtain
    short-term credits as may  be necessary for the  clearance of purchases  and
    sales  of securities,  and further  provided that  the Fund  may make margin
    deposits in  connection  with its  use  of financial  options  and  futures,
    forward  and spot currency contracts,  swap transactions and other financial
    contracts or derivative instruments;
 
        (4) Enter into a futures contract, if, as a result thereof, more than 5%
    of the Fund's total assets  (taken at market value  at the time of  entering
    into the contract) would be committed to margin on such futures contracts;
 
        (5)  Purchase securities for which there is no readily available market,
    or enter into repurchase  agreements or purchase  time deposits maturing  in
    more  than seven days, or  purchase OTC options or  hold assets set aside to
    cover OTC options written by the Fund, if immediately after and as a result,
    the value of  such securities  would exceed, in  the aggregate,  15% of  the
    Fund's net assets; or
 
        (6)  Mortgage, pledge, or  hypothecate any of  its assets, provided that
    this shall not apply  to the transfer of  securities in connection with  any
    permissible  borrowing  or  to collateral  arrangements  in  connection with
    permissible activities.
 
                             STRATEGIC INCOME FUND
 
The Strategic Income Fund may not:
 
        (1) Purchase any security if, as a result of that purchase, 25% or  more
    of the Fund's total assets would be invested in securities of issuers having
    their  principal business activities in the  same industry, except that this
    limitation does not  apply to securities  issued or guaranteed  by the  U.S.
    government, its agencies or instrumentalities;
 
        (2)  Purchase or sell real estate, except that investments in securities
    of issuers  that invest  in real  estate and  investments in  mortgage-based
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the Fund may exercise rights  under agreements relating to such  securities,
    including  the right to  enforce security interests and  to hold real estate
    acquired by  reason  of such  enforcement  until  that real  estate  can  be
    liquidated in an orderly manner;
 
        (3)  Engage in the business of underwriting securities of other issuers,
    except to the extent that the Fund might be considered an underwriter  under
    the  federal securities laws in connection with its disposition of portfolio
    securities;
 
        (4) Make loans, except through loans of portfolio securities or  through
    repurchase  agreements, provided that  for purposes of  this limitation, the
    acquisition of bonds, debentures, other  debt securities or instruments,  or
    participations  or  other interests  therein  and investments  in government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan;
 
        (5) Issue senior securities or  borrow money, except as permitted  under
    the  1940 Act and then not  in excess of 33 1/3%  of the Fund's total assets
    (including  the  amount  borrowed  but   reduced  by  any  liabilities   not
    constituting  borrowings) at the time of the borrowing, except that the Fund
    may borrow up to  an additional 5%  of its total  assets (not including  the
    amount borrowed) for temporary or emergency purposes; or
 
        (6)  Purchase or sell  physical commodities, but  the Fund may purchase,
    sell or enter into financial options and futures, forward and spot  currency
    contracts,  swap transactions  and other  financial contracts  or derivative
    instruments.
 
Notwithstanding any other investment policy of the Fund, the Fund may invest all
of  its  investable  assets  (cash,   securities  and  receivables  related   to
securities)  in an  open-end management investment  company having substantially
the same investment objective, policies and limitations as the Fund.
 
For purposes  of the  Fund's concentration  policy contained  in limitation  (1)
above,  the Fund intends to comply with  the SEC staff positions that securities
issued or  guaranteed  as  to  principal and  interest  by  any  single  foreign
government or any supranational organizations in the aggregate are considered to
be securities of issuers in the same industry.
 
   
The  following  investment  policies  of  the  Strategic  Income  Fund  are  not
fundamental policies  and may  be changed  by  vote of  the Company's  Board  of
Directors without shareholder approval. The Fund may not:
    
 
        (1) Invest more than 15% of its total assets in illiquid securities;
 
        (2)  Borrow  money  to  purchase  securities  and  will  not  invest  in
    securities of an issuer if the investment  would cause the Fund to own  more
    than  10% of any class  of securities of any  one issuer (provided, however,
    that the Fund
 
                  Statement of Additional Information Page 21
<PAGE>
                            AIM GLOBAL INCOME FUNDS
    may invest all of its investable assets in an open-end management investment
    company with  substantially the  same investment  objectives, policies,  and
    limitations as the Fund.);
 
        (3)  Invest  more  than 10%  of  its  total assets  in  shares  of other
    investment companies and invest more than 5% of its total assets in any  one
    investment  company  or  acquire  more than  3%  of  the  outstanding voting
    securities of any one investment  company (provided, however, that the  Fund
    may invest all of its investable assets in an open-end management investment
    company  with substantially  the same  investment objectives,  policies, and
    limitations as the Fund);
 
        (4) Purchase securities  on margin,  provided that the  Fund may  obtain
    short-term  credits as may  be necessary for the  clearance of purchases and
    sales of securities,  and further  provided that  the Fund  may make  margin
    deposits  in  connection  with its  use  of financial  options  and futures,
    forward and spot currency contracts,  swap transactions and other  financial
    contracts or derivative instruments;
 
        (5) Enter into a futures contract, if, as a result thereof, more than 5%
    of  the Fund's total assets  (taken at market value  at the time of entering
    into the contract) would be committed  to margin on such futures  contracts;
    or
 
        (6)  Mortgage, pledge, or  hypothecate any of  its assets, provided that
    this shall not apply  to the transfer of  securities in connection with  any
    permissible  borrowing  or  to collateral  arrangements  in  connection with
    permissible activities.
 
                       HIGH INCOME FUND AND THE PORTFOLIO
 
The High Income Fund and the Portfolio each may not:
 
        (1) Purchase any security if, as a result of that purchase, 25% or  more
    of the Fund's total assets would be invested in securities of issuers having
    their  principal business activities in the  same industry, except that this
    limitation does not  apply to securities  issued or guaranteed  by the  U.S.
    government, its agencies or instrumentalities;
 
        (2)  Purchase or sell real estate, except that investments in securities
    of issuers  that invest  in real  estate and  investments in  mortgage-based
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the Fund may exercise rights  under agreements relating to such  securities,
    including  the right to  enforce security interests and  to hold real estate
    acquired by  reason  of such  enforcement  until  that real  estate  can  be
    liquidated in an orderly manner;
 
        (3)  Purchase or sell  physical commodities, but  the Fund may purchase,
    sell or enter into financial options and futures, forward and spot  currency
    contracts,  swap transactions  and other  financial contracts  or derivative
    instruments;
 
        (4) Engage in the business of underwriting securities of other  issuers,
    except  to the extent that the Fund might be considered an underwriter under
    the federal securities laws in connection with its disposition of  portfolio
    securities;
 
        (5)  Make loans, except through loans of portfolio securities or through
    repurchase agreements, provided  that for purposes  of this limitation,  the
    acquisition  of bonds, debentures, other  debt securities or instruments, or
    participations or  other interests  therein  and investments  in  government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan; or
 
        (6)  Issue senior securities or borrow  money, except as permitted under
    the 1940 Act and then  not in excess of 33  1/3% of the Fund's total  assets
    (including   the  amount  borrowed  but   reduced  by  any  liabilities  not
    constituting borrowings) at the time of the borrowing, except that the  Fund
    may  borrow up to  an additional 5%  of its total  assets (not including the
    amount borrowed) for temporary or emergency purposes.
 
For purposes of the Fund's and the Portfolio's concentration policy contained in
limitation (1) above, they  intend to comply with  the SEC staff positions  that
securities  issued  or guaranteed  as to  principal and  interest by  any single
foreign government  or  any supranational  organizations  in the  aggregate  are
considered to be securities of issuers in the same industry.
 
   
The  following investment policies of the High Income Fund and the Portfolio are
not fundamental policies and may  be changed by vote  of the Company's Board  of
Directors or the Portfolio's Board of Trustees without shareholder approval. The
Fund and the Portfolio each may not:
    
 
                  Statement of Additional Information Page 22
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
        (1)  Invest in securities of an issuer if the investment would cause the
    Fund or the Portfolio to own more than 10% of any class of securities of any
    one issuer  (provided,  however,  that  the  Fund  may  invest  all  of  its
    investable   assets  in  an  open-end  management  investment  company  with
    substantially the same investment objectives as the Fund);
 
        (2) Invest  in  companies  for  the purpose  of  exercising  control  or
    management  (provided,  however,  that  the  Fund  may  invest  all  of  its
    investable  assets  in  an  open-end  management  investment  company   with
    substantially the same investment objectives as the Fund);
 
        (3) Enter into a futures contract, an option on a futures contract or an
    option on foreign currency traded on a CFTC-regulated exchange, in each case
    other  than for BONA FIDE hedging purposes  (as defined by the CFTC), if the
    aggregate initial margin  and premiums  required to establish  all of  those
    positions (excluding the amount by which options are "in-the-money") exceeds
    5%  of the  liquidation value  of the  Fund's or  the Portfolio's portfolio,
    after taking into account  unrealized profits and  unrealized losses on  any
    contracts the Fund or the Portfolio has entered into;
 
        (4)  Invest  more  than 10%  of  its  total assets  in  shares  of other
    investment companies and invest more than 5% of its total assets in any  one
    investment  company  or  acquire  more than  3%  of  the  outstanding voting
    securities of any one investment  company (provided, however, that the  Fund
    may invest all of its investable assets in an open-end management investment
    company with substantially the same investment objectives as the Fund);
 
        (5)  Purchase securities  on margin, provided  that the  Fund may obtain
    short-term credits as may  be necessary for the  clearance of purchases  and
    sales  of securities,  and further  provided that  the Fund  may make margin
    deposits in  connection  with its  use  of financial  options  and  futures,
    forward  and spot currency contracts,  swap transactions and other financial
    contracts or derivative instruments; or
 
        (6) Mortgage, pledge, or  hypothecate any of  its assets, provided  that
    this  shall not apply to  the transfer of securities  in connection with any
    permissible borrowing  or  to  collateral arrangements  in  connection  with
    permissible activities.
 
Investors should refer to the Prospectus for further information with respect to
each Fund's investment objectives, which may not be changed without the approval
of  shareholders and the Portfolio's investment objectives, which may be changed
without the  approval  of  investors  in the  Portfolio,  and  other  investment
policies and techniques, which may be changed without shareholder approval.
 
                  Statement of Additional Information Page 23
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                             EXECUTION OF PORTFOLIO
                                  TRANSACTIONS
 
- --------------------------------------------------------------------------------
 
   
Subject  to  policies  established  by the  Company's  Board  of  Directors, the
Sub-adviser is  responsible  for the  execution  of the  Government  Income  and
Strategic  Income  Funds' and  the  Portfolio's portfolio  transactions  and the
selection of broker/ dealers that execute  such transactions on behalf of  these
Funds  and the Portfolio.  In executing transactions,  the Sub-adviser seeks the
best net results for  the Government Income and  Strategic Income Funds and  the
Portfolio,  taking  into  account  such  factors  as  the  price  (including the
applicable brokerage commission or dealer spread), size of the order, difficulty
of execution  and operational  facilities  of the  firm involved.  Although  the
Sub-adviser generally seeks reasonably competitive commission rates and spreads,
payment  of the lowest  commission or spread is  not necessarily consistent with
the best net  results. While  the Funds  and the  Portfolio may  engage in  soft
dollar arrangements for research services, as described below, neither the Funds
nor  the Portfolio has any obligation to deal with any broker/dealer or group of
broker/ dealers in the execution of portfolio transactions.
    
 
Debt securities generally are traded  on a "net" basis  with a dealer acting  as
principal for its own account without a stated commission, although the price of
the  security  usually  includes  a  profit  to  the  dealer.  U.S.  and foreign
government securities and money market  instruments generally are traded in  the
OTC  markets. In underwritten  offerings, securities usually  are purchased at a
fixed price which  includes an  amount of  compensation to  the underwriter.  On
occasion,  securities may be purchased directly from an issuer, in which case no
commissions or discounts  are paid.  Broker/dealers may  receive commissions  on
futures, currency and options transactions.
 
Consistent  with the interests  of the Funds and  the Portfolio, the Sub-adviser
may  select  brokers  to  execute  the  Funds'  and  the  Portfolio's  portfolio
transactions on the basis of the research and brokerage services they provide to
the  Sub-adviser for  its use in  managing the  Funds and the  Portfolio and its
other advisory accounts. Such services may include furnishing analyses,  reports
and  information concerning issuers, industries, securities, geographic regions,
economic factors and  trends, portfolio strategy,  and performance of  accounts;
and  effecting  securities  transactions  and  performing  functions  incidental
thereto (such  as clearance  and settlement).  Research and  brokerage  services
received  from such brokers are in addition to, and not in lieu of, the services
required to  be performed  by the  Sub-adviser under  investment management  and
administration  contracts. A commission paid to  such brokers may be higher than
that which another qualified  broker would have charged  for effecting the  same
transaction,  provided that the  Sub-adviser determines in  good faith that such
commission is reasonable in terms either  of that particular transaction or  the
overall responsibility of the Sub-adviser to the Funds and the Portfolio and its
other clients and that the total commissions paid by the Funds and the Portfolio
will  be reasonable in  relation to the  benefits received by  the Funds and the
Portfolio over  the long  term.  Research services  may  also be  received  from
dealers who execute Fund transactions in OTC markets.
 
The  Sub-adviser may allocate brokerage  transactions to broker/dealers who have
entered into arrangements under which  the broker/dealer allocates a portion  of
the  commissions paid by the Funds or the Portfolio toward payment of the Funds'
or the Portfolio's expenses, such as transfer agent and custodian fees.
 
Investment decisions for each  Fund and the Portfolio  and for other  investment
accounts  managed by  the Sub-adviser  are made  independently of  each other in
light  of   differing  conditions.   However,  the   same  investment   decision
occasionally may be made for two or more of such accounts, including one or both
Funds  and the  Portfolio. In such  cases, simultaneous  transactions may occur.
Purchases or sales are then allocated as  to price or amount in a manner  deemed
fair  and equitable to all accounts involved.  While in some cases this practice
could have a detrimental effect upon the  price or value of the security as  far
as  the Funds and  the Portfolio are  concerned, in other  cases the Sub-adviser
believes that coordination and the ability to participate in volume transactions
will be beneficial to the Funds and the Portfolio.
 
   
Under a policy adopted by the  Company's Board of Directors and the  Portfolio's
Board  of Trustees, and subject to the policy of obtaining the best net results,
the Sub-adviser may consider a broker/dealer's  sale of the shares of the  Funds
and  the  other funds  for which  AIM  or the  Sub-adviser serves  as investment
manager in  selecting  brokers  and  dealers  for  the  execution  of  portfolio
transactions.  This  policy does  not imply  a  commitment to  execute portfolio
transactions through all broker/dealers that sell  shares of the Funds and  such
other funds.
    
 
                  Statement of Additional Information Page 24
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
Each  Fund  and  the  Portfolio  contemplates  purchasing  most  foreign  equity
securities in  over-the-counter  markets  or  stock  exchanges  located  in  the
countries  in  which the  respective  principal offices  of  the issuers  of the
various securities are located, if that is the best available market. The  fixed
commissions  paid  in  connection  with  most  such  foreign  stock transactions
generally are higher than negotiated commissions on United States  transactions.
There  generally is less government supervision  and regulation of foreign stock
exchanges and brokers than  in the United  States. Foreign security  settlements
may   in  some  instances  be  subject  to  delays  and  related  administrative
uncertainties.
 
Foreign equity securities may be held by a Fund and the Portfolio in the form of
American Depository  Receipts  ("ADRs"), American  Depository  Shares  ("ADSs"),
Continental   Depository  Receipts  ("CDRs")  or  European  Depository  Receipts
("EDRs") or securities convertible into  foreign equity securities. ADRs,  ADSs,
CDRs  and EDRs may be listed on stock exchanges, or traded in the OTC markets in
the United States or  Europe, as the  case may be.  ADRs, like other  securities
traded in the United States, will be subject to negotiated commission rates. The
foreign  and domestic debt securities and  money market instruments in which the
Funds and the Portfolio may invest generally are traded in the OTC markets.
 
   
The Funds and  the Portfolio  contemplate that,  consistent with  the policy  of
obtaining  the best net results, brokerage transactions may be conducted through
certain companies that are affiliates of AIM and the Sub-adviser. The  Company's
Board  of Directors has  adopted procedures in conformity  with Rule 17e-1 under
the 1940 Act to  ensure that all brokerage  commissions paid to such  affiliates
are  reasonable  and  fair  in the  context  of  the market  in  which  they are
operating. Any such transactions will be effected and related compensation  paid
only  in accordance with applicable SEC  regulations. For the fiscal years ended
October 31,  1997,  1996  and  1995,  the  Portfolio  paid  aggregate  brokerage
commissions  of $0,  $86,600 and  $0, respectively.  For the  fiscal years ended
October 31,  1997, 1996  and 1995,  the Government  Income Fund  paid  aggregate
brokerage  commissions of $4,987,  $24,663 and $0,  respectively. For the fiscal
years ended October  31, 1997,  1996 and 1995,  the Strategic  Income Fund  paid
aggregate brokerage commissions of $6,177, $85,404 and $0, respectively.
    
 
PORTFOLIO TRADING AND TURNOVER
Each  Fund and the  Portfolio engages in portfolio  trading when the Sub-adviser
concludes that the sale of a security  owned by a Fund and the Portfolio  and/or
the  purchase of another  security of better value  can enhance principal and/or
increase income. A  security may  be sold to  avoid any  prospective decline  in
market  value, or a security may be  purchased in anticipation of a market rise.
Consistent with  each  Fund's  and  the  Portfolio's  investment  objectives,  a
security  also may be sold and a comparable security purchased coincidentally in
order to take  advantage of what  is believed to  be a disparity  in the  normal
yield  and price relationship between the two securities. Although the Funds and
the Portfolio  generally do  not intend  to trade  for short-term  profits,  the
securities  in each Fund's  and the Portfolio's portfolio  will be sold whenever
the Sub-adviser  believes it  is appropriate  to do  so, without  regard to  the
length  of time a particular security may  have been held. Portfolio turnover is
calculated by dividing the lesser of sales or purchases of portfolio  securities
by  each Fund's or the Portfolio's  average month-end portfolio value, excluding
short-term  investments.  Higher  portfolio  turnover  involves  correspondingly
greater  brokerage commissions  and other transaction  costs that a  Fund or the
Portfolio will bear directly, and could result in the realization of net capital
gains that  would be  taxable when  distributed to  shareholders. The  portfolio
turnover  rates for  the Government Income  Fund, Strategic Income  Fund and the
Portfolio the last two fiscal years were as follows:
 
<TABLE>
<CAPTION>
                                                                                                YEAR ENDED       YEAR ENDED
                                                                                               OCT. 31, 1997    OCT. 31, 1996
                                                                                              ---------------  ---------------
<S>                                                                                           <C>              <C>
Government Income Fund......................................................................          241%             268%
Strategic Income Fund.......................................................................          149%             177%
High Income Portfolio.......................................................................          214%             290%
</TABLE>
 
                  Statement of Additional Information Page 25
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
                                 DIRECTORS AND
                               EXECUTIVE OFFICERS
    
 
- --------------------------------------------------------------------------------
 
   
The  Company's Directors and Executive Officers and the Portfolio's Trustees and
Executive Officers are listed below. The  term "Directors" as used below  refers
to the Company's Directors and the Portfolio's Trustees collectively.
    
 
   
<TABLE>
<CAPTION>
NAMES, POSITION(S) WITH THE                    PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY/PORTFOLIO AND ADDRESS                  EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------------  --------------------------------------------------------------------------------
<S>                                            <C>
William J. Guilfoyle*, 39                      Mr. Guilfoyle is President, GT Global, Inc. since 1995; Director, GT Global
Director, Chairman of the Board and President  since 1991; Senior Vice President and Director of Sales and Marketing, GT Global
50 California Street                           from May 1992 to April 1995; Vice President and Director of Marketing, GT Global
San Francisco, CA 94111                        from 1987 to 1992; Director, Liechtenstein Global Trust AG (holding company of
                                               the various international GT companies) Advisory Board since January 1996;
                                               Director, G.T. Global Insurance Agency ("G.T. Insurance") since 1996; President
                                               and Chief Executive Officer, G.T. Insurance since 1995; Senior Vice President
                                               and Director, Sales and Marketing, G.T. Insurance from April 1995 to November
                                               1995; Senior Vice President, Retail Marketing, G.T. Insurance from 1992 to 1993.
                                               Mr. Guilfoyle is also a trustee of each of the other investment companies
                                               registered under the 1940 Act that is sub-advised or sub-administered by the
                                               Sub-adviser.
 
C. Derek Anderson, 57                          Mr. Anderson is President, Plantagenet Capital Management, LLC (an investment
Director                                       partnership); Chief Executive Officer, Plantagenet Holdings, Ltd. (an investment
220 Sansome Street                             banking firm); Director, Anderson Capital Management, Inc. since 1988; Director,
Suite 400                                      PremiumWear, Inc. (formerly Munsingwear, Inc.) (a casual apparel company) and
San Francisco, CA 94104                        Director, "R" Homes, Inc. and various other companies. Mr. Anderson is also a
                                               trustee of each of the other investment companies registered under the 1940 Act
                                               that is sub-advised or sub-administered by the Sub-adviser.
 
Frank S. Bayley, 58                            Mr. Bayley is a partner of the law firm of Baker & McKenzie, and serves as a
Director                                       Director and Chairman of C.D. Stimson Company (a private investment company).
Two Embarcadero Center                         Mr. Bayley is also a trustee of each of the other investment companies
Suite 2400                                     registered under the 1940 Act that is sub-advised or sub- administered by the
San Francisco, CA 94111                        Sub-adviser.
 
Arthur C. Patterson, 54                        Mr. Patterson is Managing Partner of Accel Partners (a venture capital firm). He
Director                                       also serves as a director of Viasoft and PageMart, Inc. (both public software
428 University Avenue                          companies), as well as several other privately held software and communications
Palo Alto, CA 94301                            companies. Mr. Patterson is also a trustee of each of the other investment
                                               companies registered under the 1940 Act that is sub-advised or sub-administered
                                               by the Sub-adviser.
 
Ruth H. Quigley, 63                            Miss Quigley is a private investor. From 1984 to 1986, she was President of
Director                                       Quigley Friedlander & Co., Inc. (a financial advisory services firm). Miss
1055 California Street                         Quigley is also a trustee of each of the other investment companies registered
San Francisco, CA 94108                        under the 1940 Act that is sub-advised or sub-administered by the Sub-adviser.
</TABLE>
    
 
- --------------
*    Mr.  Guilfoyle is an "interested  person" of the Company  as defined by the
    1940 Act due to his affiliation with the Sub-adviser.
 
                  Statement of Additional Information Page 26
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
<TABLE>
<CAPTION>
NAMES, POSITION(S) WITH THE                    PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY/PORTFOLIO AND ADDRESS                  EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------------  --------------------------------------------------------------------------------
<S>                                            <C>
John J. Arthur+, 53                            Director, Senior Vice President and Treasurer, A I M Advisors, Inc.; Vice
Vice President                                 President and Treasurer, A I M Management Group Inc., A I M Capital Management,
                                               Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund Management
                                               Company.
 
Kenneth W. Chancey, 52                         Senior Vice President -- Mutual Fund Accounting, the Sub-adviser since 1997;
Vice President and Principal Accounting        Vice President -- Mutual Fund Accounting, the Sub-adviser from 1992 to 1997.
Officer
50 California Street
San Francisco, CA 94111
 
Melville B. Cox, 54                            Vice President and Chief Compliance Officer, A I M Advisors, Inc., A I M Capital
Vice President                                 Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund
                                               Management Company.
 
Gary T. Crum, 50                               Director and President, A I M Capital Management, Inc.; Director and Senior Vice
Vice President                                 President, A I M Management Group Inc. and A I M Advisors, Inc.; and Director,
                                               A I M Distributors, Inc. and AMVESCAP PLC.
 
Robert H Graham, 51                            Director, President and Chief Executive Officer, A I M Management Group Inc.;
Vice President                                 Director and President, A I M Advisors, Inc.; Director and Senior Vice
                                               President, A I M Capital Management, Inc., A I M Distributors, Inc., A I M Fund
                                               Services, Inc. and Fund Management Company; Director, AMVESCAP PLC; Chairman of
                                               the Board of Directors and President, INVESCO Holdings Canada Inc.; and
                                               Director, AIM Funds Group Canada Inc. and INVESCO G.P. Canada Inc.
 
Helge K. Lee, 52                               Chief Legal and Compliance Officer -- North America, the Sub-adviser since
Vice President                                 October 1997; Executive Vice President of the Asset Management Division of
50 California Street                           Liechtenstein Global Trust since October 1996; Senior Vice President, General
San Francisco, CA 94111                        Counsel and Secretary of LGT Asset Management, Inc., INVESCO (NY) Inc., GT
                                               Global, GT Global Investor Services, Inc. and G.T. Insurance from May 1994 to
                                               October 1996; Senior Vice President, General Counsel and Secretary of
                                               Strong/Corneliuson Management, Inc. and Secretary of each of the Strong Funds
                                               from October 1991 through May 1994.
 
Carol F. Relihan+, 43                          Director, Senior Vice President, General Counsel and Secretary, A I M Advisors,
Vice President                                 Inc.; Vice President, General Counsel and Secretary, A I M Management Group
                                               Inc.; Director, Vice President and General Counsel, Fund Management Company;
                                               Vice President and General Counsel, A I M Fund Services, Inc.; and Vice
                                               President, A I M Capital Management, Inc. and A I M Distributors, Inc.
 
Dana R. Sutton, 39                             Vice President and Fund Controller, A I M Advisors, Inc.; and Assistant Vice
Vice President and Assistant                   President and Assistant Treasurer, Fund Management Company.
Treasurer
</TABLE>
    
 
- ------------------
   
+   Mr. Arthur and Ms. Relihan are married to each other.
    
 
                  Statement of Additional Information Page 27
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
The Board of Directors  has a Nominating and  Audit Committee, composed of  Miss
Quigley  and Messrs.  Anderson, Bayley and  Patterson, which  is responsible for
nominating persons to serve  as Directors, reviewing audits  of the Company  and
its  funds  and  recommending firms  to  serve  as independent  auditors  of the
Company. Each of the Directors and Officers of the Company is also a Director or
Trustee and Officer of AIM Investment  Portfolios Inc., AIM Floating Rate  Fund,
AIM Series Trust, AIM Growth Series, AIM Eastern Europe Fund, GT Global Variable
Investment  Trust,  GT  Global  Variable  Investment  Series,  Global Investment
Portfolio,  Floating  Rate  Portfolio  and  Growth  Portfolio,  which  also  are
registered   investment  companies  advised  by   AIM  and  sub-advised  by  the
Sub-adviser. Each Director, Trustee and Officer  serves in total as a  Director,
Trustee and Officer, respectively, of 12 registered investment companies with 47
series managed or administered by AIM and sub-advised or sub-administered by the
Sub-adviser  or  an affiliate  thereof.  Each Director  who  is not  a director,
officer or  employee  of the  Sub-adviser  or  any affiliated  company  is  paid
aggregate  fees of  $5,000 a year,  plus $300 per  Fund for each  meeting of the
Board attended, and reimbursed travel and other expenses incurred in  connection
with  attendance  at  such meetings.  Other  Directors and  Officers  receive no
compensation or  expense reimbursement  from the  Company. For  the fiscal  year
ended  October  31,  1997, Mr.  Anderson,  Mr.  Bayley, Mr.  Patterson  and Miss
Quigley, who are not directors, officers, or employees of the Sub-adviser or any
affiliated company, received total compensation of $38,650, $38,650, $27,850 and
$38,650, respectively, from the Company for their services as Directors. For the
fiscal year ended October 31, 1997, Mr. Anderson, Mr. Bayley, Mr. Patterson  and
Miss Quigley, who are not directors, officers or employees of the Sub-adviser or
any other affiliated company, received total compensation of $117,304, $114,386,
$88,350  and $111,688,  respectively, from  the investment  companies managed or
administered by AIM and sub-advised or sub-advised by the Sub-adviser for  which
he  or she serves as  a Director or Trustee. Fees  and expenses disbursed to the
Directors contained no accrued or payable pension or retirement benefits. As  of
May  7, 1998, the Officers and Directors and  their families as a group owned in
the aggregate beneficially or of record  less than 1% of the outstanding  shares
of the Funds or of all the Company's series in the aggregate.
    
 
                  Statement of Additional Information Page 28
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
   
AIM  serves  as the  Government Income  Fund's and  the Strategic  Income Fund's
investment  manager  and  administrator  under  an  investment  management   and
administration  contract  between  the  Company  and  AIM  ("Company  Management
Contract").  The  Sub-adviser   serves  as  the   Portfolio's  sub-adviser   and
sub-administrator  under a Sub-Advisory and Sub-Administration Agreement between
AIM and the Sub-adviser ("Portfolio Management Sub-Contract," and together  with
the  Portfolio Management  Contract, the "Portfolio  Management Contracts"). AIM
serves  as  the  Portfolio's  investment  manager  and  administrator  under  an
Investment  Management and Administration Contract between the Portfolio and AIM
("Portfolio Management  Contract") (collectively,  "Management Contracts").  The
Sub-adviser   serves  as   sub-administrator  to   each  Feeder   Fund  under  a
sub-administration contract  between AIM  and the  Sub-adviser  ("Administration
Sub-Contract,"    and   together   with   the   Administration   Contract,   the
"Administration Contracts"). AIM serves as the High Income Fund's  administrator
under an Administration Contract ("Administration Contract") between the Company
and  AIM. The Sub-adviser serves as the sub-adviser and sub-administrator to the
Government Income  Fund  and Strategic  Income  Fund under  a  Sub-Advisory  and
Sub-Administration  Contract  between AIM  and the  Sub-adviser ("Sub-Management
Contract,"  and  together   with  the  Management   Contract,  the   "Management
Contracts"). The Administration Contracts will not be deemed advisory contracts,
as  defined under the  1940 Act. As investment  managers and administrators, AIM
and the  Sub-adviser make  all investment  decisions for  the Government  Income
Fund, the Strategic Income Fund and the Portfolio and as administrators, AIM and
the  Sub-adviser administer each Fund's and the Portfolio's affairs. Among other
things, AIM and the  Sub-adviser furnish the services  and pay the  compensation
and  travel  expenses  of  persons who  perform  the  executive, administrative,
clerical and bookkeeping functions of the Company, the Funds, and the  Portfolio
and  provide  suitable  office  space,  necessary  small  office  equipment  and
utilities.
    
 
   
The Management Contracts may  be renewed for one-year  terms, provided that  any
such  renewal  has been  specifically  approved at  least  annually by:  (i) the
Company's  Board  of  Directors  or  the  Portfolio's  Board  of  Trustees,   as
applicable,  or  by the  vote of  a majority  of the  Fund's or  the Portfolio's
outstanding voting securities (as defined in the 1940 Act), and (ii) a  majority
of  Directors or Trustees who are not parties to the Management Contracts or the
Administration Contracts, as  applicable, or  "interested persons"  of any  such
party  (as defined in the 1940 Act), cast  in person at a meeting called for the
specific purpose of voting  on such approval.  The Management Contracts  provide
that  with respect to the Government Income  Fund, the Strategic Income Fund and
the Portfolio, and the Administration Contracts provide that with respect to the
High Income  Fund, either  the Company,  the Portfolio  or each  of AIM  or  the
Sub-adviser may terminate the Contracts without penalty upon sixty days' written
notice  to  the other  party. The  Management  Contracts and  the Administration
Contracts terminate automatically in the  event of their assignment (as  defined
in the 1940 Act).
    
 
In  each  of  the  last  three fiscal  years  the  Government  Income  Fund paid
investment  management  and  administration  fees  to  the  Sub-adviser  in  the
following amounts:
 
   
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,                                                                                        AMOUNT PAID
- -----------------------------------------------------------------------------------------------------------  -------------
<S>                                                                                                          <C>
1997.......................................................................................................   $ 2,403,043
1996.......................................................................................................     3,672,503
1995.......................................................................................................     4,946,971
</TABLE>
    
 
In each of the last three fiscal years the Strategic Income Fund paid investment
management and administration fees to the Sub-adviser in the following amounts:
 
   
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,                                                                                        AMOUNT PAID
- -----------------------------------------------------------------------------------------------------------  -------------
<S>                                                                                                          <C>
1997.......................................................................................................   $ 3,474,804
1996.......................................................................................................     3,807,689
1995.......................................................................................................     4,293,053
</TABLE>
    
 
                  Statement of Additional Information Page 29
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
In each of the last three fiscal years the High Income Portfolio paid investment
management and administration fees to the Sub-adviser in the following amounts:
 
   
<TABLE>
<CAPTION>
                                          YEAR ENDED OCTOBER 31,                                              AMOUNT PAID
- -----------------------------------------------------------------------------------------------------------  -------------
<S>                                                                                                          <C>
1997.......................................................................................................   $ 2,971,167
1996.......................................................................................................     3,014,924
1995.......................................................................................................     2,411,786
</TABLE>
    
 
In  each of the last three fiscal years the High Income Fund paid administration
fees to the Sub-adviser in the following amounts:
 
   
<TABLE>
<CAPTION>
                                          YEAR ENDED OCTOBER 31,                                              AMOUNT PAID
- -----------------------------------------------------------------------------------------------------------  -------------
<S>                                                                                                          <C>
1997.......................................................................................................   $ 1,136,471
1996.......................................................................................................     1,015,220
1995.......................................................................................................       860,884
</TABLE>
    
 
DISTRIBUTION SERVICES
   
Each Fund's Class  A and Class  B shares are  offered continuously through  each
Fund's  principal  underwriter and  distributor,  AIM Distributors,  on  a "best
efforts" basis pursuant to separate  distribution contracts between the  Company
and AIM Distributors.
    
 
   
As  described in the Prospectus,  on May 29, 1998,  the Company adopted a Master
Distribution Plan pursuant  to Rule  12b-1 under the  1940 Act  relating to  the
Class  A shares of each Fund (the "Class A Plan"). At the same time, the Company
also adopted a Master  Distribution Plan pursuant to  Rule 12b-1 under the  1940
Act  relating to Class B  shares of each Fund (the  "Class B Plan," and together
with the Class A Plan, the "Plans"). The rate of payments by the Funds under the
Plans, as described in the Prospectus, may not be increased without the approval
of the majority of the outstanding voting securities of the affected class.
    
 
BOTH PLANS. Pursuant to  an incentive program, AIM  Distributors may enter  into
agreements  ("Shareholder Service Agreements")  with investment dealers selected
from time  to  time  by  AIM Distributors  for  the  provision  of  distribution
assistance  in connection with  the sale of  the Funds' shares  to such dealers'
customers, and for the provision of continuing personal shareholder services  to
customers  who may from time to time  directly or beneficially own shares of the
Funds. The distribution assistance and continuing personal shareholder  services
to  be rendered by dealers under the Shareholder Service Agreements may include,
but shall  not be  limited  to, the  following: distributing  sales  literature;
answering  routine customer inquiries concerning  the Funds; assisting customers
in changing  dividend  options,  account  designations  and  addresses,  and  in
enrolling  in any of several special investment plans offered in connection with
the  purchase  of  the  Funds'  shares;  assisting  in  the  establishment   and
maintenance  of customer accounts and records  and in the processing of purchase
and  redemption  transactions;  investing   dividends  and  any  capital   gains
distributions  automatically  in the  Funds'  shares; and  providing  such other
information and services as the Funds or the customer may reasonably request.
 
Under the Plans, in addition  to the Shareholder Service Agreements  authorizing
payments   to  selected  dealers,  banks  may  enter  into  Shareholder  Service
Agreements authorizing payments under the Plans to be made to banks that provide
services to  their  customers  who  have  purchased  shares.  Services  provided
pursuant to Shareholder Service Agreements with banks may include some or all of
the following: answering shareholder inquiries regarding a Fund and the Company;
performing sub-accounting; establishing and maintaining shareholder accounts and
records;  processing  customer purchase  and redemption  transactions; providing
periodic statements showing a shareholder's account balance and the  integration
of  such  statements  with  those  of other  transactions  and  balances  in the
shareholder's  other  accounts  serviced  by  the  bank;  forwarding  applicable
prospectuses,  proxy statements,  reports and notices  to bank  clients who hold
Fund shares; and  such other administrative  services as a  Fund reasonably  may
request,  to the  extent permitted  by applicable  statute, rule  or regulation.
Similar agreements  may  be permitted  under  the Plans  for  institutions  that
provide recordkeeping for and administrative services to 401(k) plans.
 
Financial  intermediaries and any other  person entitled to receive compensation
for selling Fund shares may receive different compensation for selling shares of
one particular class over another.
 
Under a Shareholder Service Agreement, a Fund agrees to pay periodically fees to
selected dealers and  other institutions  who render the  foregoing services  to
their  customers. The fees payable under a Shareholder Service Agreement will be
calculated at the end of each payment period for each business day of the  Funds
during  such period at the  annual rate of 0.25% of  the average daily net asset
value of  the  Funds'  shares  purchased  or  acquired  through  exchange.  Fees
calculated  in this manner shall be paid only to those selected dealers or other
institutions   who   are   dealers   or   institutions   of   record   at    the
 
                  Statement of Additional Information Page 30
<PAGE>
                            AIM GLOBAL INCOME FUNDS
close  of business on the last business day of the applicable payment period for
the account in which such Fund's shares are held.
 
Payments pursuant to the Plans are subject to any applicable limitations imposed
by rules of the National Association  of Securities Dealers, Inc. ("NASD").  The
Plans  conform to  rules of the  NASD by  limiting payments made  to dealers and
other  financial  institutions  who  provide  continuing  personal   shareholder
services  to their customers who purchase and own shares of the Funds to no more
than 0.25% per annum of the average  daily net assets of the Funds  attributable
to  the customers of such  dealers or financial institutions,  and by imposing a
cap on the total sales charges, including asset-based sales charges, that may be
paid by the Funds and their respective classes.
 
AIM Distributors does not act as principal,  but rather as agent for the  Funds,
in  making dealer incentive and shareholder  servicing payments under the Plans.
These payments are an obligation of the Funds and not of AIM Distributors.
 
   
As described in the Prospectus, the Company has adopted a separate  Distribution
Plan  for each class of  each Fund in accordance with  Rule 12b-1 under the 1940
Act (each a "Class A Plan"  and "Class B Plan," respectively, and  collectively,
"Plans"). The rate of payments by each Fund under the Plans, as described in the
Prospectus,  may not be  increased without the  approval of the  majority of the
outstanding voting securities of the affected  class. All expenses for which  GT
Global  is reimbursed under  a Class A  Plan will have  been incurred within one
year of such reimbursement. The following table discloses payments made by  each
Fund  to their former distributor, GT Global, Inc. ("GT Global") under the prior
Class A Plan and the Class B Plan for the fiscal year ended October 31, 1997.
    
 
<TABLE>
<CAPTION>
                                                                                                 CLASS A        CLASS B
                                                                                              -------------  -------------
                                                                                               AMOUNT PAID    AMOUNT PAID
                                                                                              -------------  -------------
<S>                                                                                           <C>            <C>
Government Income Fund......................................................................      $672,237    $ 1,392,802
Strategic Income Fund.......................................................................      $560,886    $ 3,185,408
High Income Fund............................................................................      $605,133    $ 2,653,190
</TABLE>
 
   
In approving the Plans, the Directors determined that the adoption of the  Class
B  Plan or  continuation of  the Class A  Plan, as  applicable, was  in the best
interests of the shareholders of the Funds. Agreements related to the Plans also
must be approved  by such vote  of the  Directors, including a  majority of  the
Directors  who are not  "interested persons" of  the Company (as  defined in the
1940 Act)  and  who  have no  direct  or  indirect financial  interests  in  the
operation of the Plans, or in any agreement related thereto.
    
 
   
Each  Plan  requires that,  at least  quarterly, the  Directors will  review the
amounts expended thereunder and  the purposes for  which such expenditures  were
made.  Each Plan  requires that  so long as  it is  in effect  the selection and
nomination of Directors who are not "interested persons" of the Company will  be
committed to the discretion of the Directors who are not "interested persons" of
the Company, as defined in the 1940 Act.
    
 
   
As discussed in the Prospectus, AIM Distributors collects sales charges on sales
of  Class A  shares of the  Funds, retains  certain amounts of  such charges and
reallows other amounts of such charges to broker/dealers who sell shares.
    
 
   
The following  tables review  the extent  of such  activity on  the part  of  GT
Global, the Funds' former distributor, during the last three fiscal years:
    
 
<TABLE>
<CAPTION>
                                                                               SALES CHARGES   AMOUNTS     AMOUNTS
YEAR ENDED OCT. 31, 1997                                                         COLLECTED    RETAINED    REALLOWED
- -----------------------------------------------------------------------------  -------------  ---------  -----------
<S>                                                                            <C>            <C>        <C>
Government Income Fund.......................................................      $ 67,477     $10,240     $ 57,237
Strategic Income Fund........................................................       111,949      29,451       82,498
High Income Fund.............................................................       199,201      65,982      133,219
</TABLE>
 
<TABLE>
<CAPTION>
                                                                               SALES CHARGES   AMOUNTS     AMOUNTS
YEAR ENDED OCT. 31, 1996                                                         COLLECTED    RETAINED    REALLOWED
- -----------------------------------------------------------------------------  -------------  ---------  -----------
<S>                                                                            <C>            <C>        <C>
Government Income Fund.......................................................      $ 88,272     $15,917     $ 72,355
Strategic Income Fund........................................................        87,192      23,580       63,612
High Income Fund.............................................................       194,072      69,243      124,829
</TABLE>
 
<TABLE>
<CAPTION>
                                                                               SALES CHARGES   AMOUNTS     AMOUNTS
YEAR ENDED OCT. 31, 1995                                                         COLLECTED    RETAINED    REALLOWED
- -----------------------------------------------------------------------------  -------------  ---------  -----------
<S>                                                                            <C>            <C>        <C>
Government Income Fund.......................................................      $305,067     $58,490     $246,577
Strategic Income Fund........................................................       399,242      68,458      330,784
High Income Fund.............................................................       537,880      67,403      470,477
</TABLE>
 
                  Statement of Additional Information Page 31
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
AIM  Distributors  receives  any  contingent  deferred  sales  charges ("CDSCs")
payable with  respect to  redemptions of  Class  B shares  and certain  Class  A
shares.  The  following table  discloses  the amount  of  CDSCs collected  by GT
Global, the funds' prior distributor, with regard to the GT Global Income  Funds
for the periods shown.
    
 
                             GOVERNMENT INCOME FUND
 
<TABLE>
<CAPTION>
                                                                                         CDSCS
YEAR ENDED OCT. 31,                                                                    COLLECTED
- -----------------------------------------------------------------------------------  -------------
<S>                                                                                  <C>
1997...............................................................................    $1,123,616
1996...............................................................................    1,467,051
1995...............................................................................    1,596,085
</TABLE>
 
                             STRATEGIC INCOME FUND
 
<TABLE>
<CAPTION>
                                                                                         CDSCS
YEAR ENDED OCT. 31,                                                                    COLLECTED
- -----------------------------------------------------------------------------------  -------------
<S>                                                                                  <C>
1997...............................................................................    $1,750,253
1996...............................................................................    1,925,586
1995...............................................................................    1,337,974
</TABLE>
 
                                HIGH INCOME FUND
 
<TABLE>
<CAPTION>
                                                                                         CDSCS
YEAR ENDED OCT. 31,                                                                    COLLECTED
- -----------------------------------------------------------------------------------  -------------
<S>                                                                                  <C>
1997...............................................................................    $1,617,145
1996...............................................................................    1,739,271
1995...............................................................................    2,443,970
</TABLE>
 
TRANSFER AGENCY AND ACCOUNTING AGENCY SERVICES
The  Transfer  Agent  has been  retained  by  the Funds  to  perform shareholder
servicing, reporting and general  transfer agent functions  for them. For  these
services,  the Transfer Agent  receives 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. The
Transfer Agent also is reimbursed by  each Fund, for its out-of-pocket  expenses
for  such  items as  postage, forms,  telephone  charges, stationery  and office
supplies. The  Sub-adviser also  serves as  each Fund's  pricing and  accounting
agent.  As of October 31, 1997, October 31,  1996 and October 31, 1995, the Fund
paid accounting  services fees  to the  Sub-adviser of  Government Income  Fund,
Strategic  Income  Fund  and High  Income  Fund $85,149,  $127,205  and $40,218;
$123,309,  $131,517   and  $34,980;   and   $116,607,  $101,697   and   $22,563,
respectively.
 
EXPENSES OF THE FUNDS AND THE PORTFOLIO
Each  Fund  and  the  Portfolio  pays  all  expenses  not  assumed  by  AIM, the
Sub-adviser, AIM  Distributors  and other  agents.  These expenses  include,  in
addition  to the advisory, distribution, transfer agency, pricing and accounting
agent and brokerage fees  discussed above, legal  and audit expenses,  custodian
fees,  directors' fees, organizational  fees, fidelity bond  and other insurance
premiums,  taxes,  extraordinary  expenses  and  the  expenses  of  reports  and
prospectuses  sent  to existing  investors.  The allocation  of  general Company
expenses and expenses shared by the Funds and other funds organized as series of
the Company are allocated  on a basis  deemed fair and  equitable, which may  be
based  on the  relative net assets  of the Funds  or the nature  of the services
performed and relative applicability to each Fund. Expenditures, including costs
incurred in connection with the purchase or sale of portfolio securities,  which
are  capitalized  in accordance  with  generally accepted  accounting principles
applicable to investment companies, are accounted  for as capital items and  not
as  expenses.  The ratio  of each  Fund's  and the  Portfolio's expenses  to its
relative net assets  can be expected  to be  higher than the  expense ratios  of
funds investing solely in domestic securities, since the cost of maintaining the
custody of foreign securities and the rate of investment management fees paid by
each Fund and the Portfolio generally are higher than the comparable expenses of
such other funds.
 
                  Statement of Additional Information Page 32
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                            VALUATION OF FUND SHARES
 
- --------------------------------------------------------------------------------
 
   
As  described in the Prospectus, each Fund's  net asset value per share for each
class of shares is determined  at the close of regular  trading on the New  York
Stock  Exchange  ("NYSE") (currently,  4:00 p.m.  Eastern Time,  unless weather,
equipment failure or  other factors  contribute to an  earlier closing  business
time) on each business day the NYSE is open for business. Currently, the NYSE is
closed  on weekends and on certain days  relating to the following holidays: New
Year's Day, Martin Luther King Day, President's Day, Good Friday, Memorial  Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
    
 
Each Fund's and the Portfolio's portfolio securities and other assets are valued
as follows:
 
Equity  securities, including  ADRs, ADSs  and EDRs,  which are  traded on stock
exchanges are valued at the last sale price on the exchange or in 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  the
Sub-adviser to be the primary market.
 
Long-term  debt obligations are valued at  the mean of representative quoted bid
or asked prices for  such securities or,  if such prices  are not available,  at
prices  for securities of  comparable maturity, quality  and type; however, when
the Sub-adviser deems it appropriate, prices  obtained for the day of  valuation
from  a  bond pricing  service  will be  used.  Short-term debt  investments are
amortized to  maturity  based  on  their cost,  adjusted  for  foreign  exchange
translation, provided such valuations represent fair value.
 
Options  on  indices,  securities and  currencies  purchased  by a  Fund  or the
Portfolio are valued at their last bid  price in the case of listed options  or,
in  the case of OTC options, at the average of the last bid prices obtained from
dealers, unless a  quotation from only  one dealer is  available, in which  case
only  that dealer's price will  be used. When market  quotations for futures and
options on futures held by a Fund or the Portfolio are readily available,  those
positions will be valued based upon such quotations.
 
   
Securities  and  other  assets  for  which  market  quotations  are  not readily
available (including restricted securities which  are subject to limitations  as
to  their sale) are valued at fair value as determined in good faith by or under
the direction  of the  Company's Board  of Directors.  The valuation  procedures
applied  in any specific instance are likely to vary from case to case. However,
consideration is generally  given to the  financial position of  the issuer  and
other  fundamental analytical data relating to  the investment and to the nature
of the restrictions on disposition of the securities (including any registration
expenses that might be borne by  the Fund in connection with such  disposition).
In addition, specific factors also are generally considered, such as the cost of
the  investment, the  market value  of any  unrestricted securities  of the same
class (both at the time of purchase and  at the time of valuation), the size  of
the  holding, the prices  of any recent  transactions or offers  with respect to
such securities and any available analysts' reports regarding the issuer.
    
 
The fair value  of any  other assets  is added to  the value  of all  securities
positions  to arrive at the  value of a Fund's  or the Portfolio's total assets.
The Fund's or the Portfolio's liabilities, including accruals for expenses,  are
deducted  from  its  total assets.  Once  the total  value  of a  Fund's  or the
Portfolio's net assets is so determined, that value is then divided by the total
number of  shares  outstanding  (excluding treasury  shares),  and  the  result,
rounded to the nearer cent, is the net asset value per share.
 
   
Any  assets or liabilities initially denominated  in terms of foreign currencies
are translated into U.S. dollars at the official exchange rate or at the mean of
the current bid and asked prices of such currencies against the U.S. dollar last
quoted by a major  bank that is  a regular participant  in the foreign  exchange
market  or on the basis of a pricing  service that takes into account the quotes
provided by a  number of such  major banks.  If none of  these alternatives  are
available  or none are deemed to provide a suitable methodology for converting a
foreign currency into U.S. dollars, the Board of Directors, in good faith,  will
establish a conversion rate for such currency.
    
 
European, Far Eastern or Latin American securities trading may not take place on
all  days on which  the NYSE is  open. Further, trading  takes place in Japanese
markets on certain Saturdays and in various foreign markets on days on which the
 
                  Statement of Additional Information Page 33
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
NYSE is not  open. Consequently, the  calculation of the  Funds' respective  net
asset   values  therefore  may   not  take  place   contemporaneously  with  the
determination of the prices  of securities held by  the Funds. Events  affecting
the  values of portfolio securities that occur between the time their prices are
determined and the close of regular trading on the NYSE will not be reflected in
the Funds' net asset values unless the Sub-adviser, under the supervision of the
Company's Board  of  Directors,  determines  that  the  particular  event  would
materially  affect net asset value. As a result, a Fund's net asset value may be
significantly affected  by  such  trading  on days  when  a  shareholder  cannot
purchase or redeem shares of the Fund.
    
 
- --------------------------------------------------------------------------------
 
                       INFORMATION RELATING TO SALES AND
                                  REDEMPTIONS
 
- --------------------------------------------------------------------------------
 
PAYMENT AND TERMS OF OFFERING
Payment  for Class A or Class B shares  of a Fund purchased should accompany the
purchase order, or funds should be wired  to the Transfer Agent as described  in
the  Prospectus. Payment, other than by wire  transfer, must be made by check or
money order drawn on a U.S. bank. Checks or money orders must be payable in U.S.
dollars.
 
   
As a condition of this offering, if an order to purchase either class of  shares
is  cancelled due to  nonpayment (for example,  because a check  is returned for
insufficient funds), the person who made  the order will be responsible for  any
loss incurred by a Fund by reason of such cancellation, and if such purchaser is
a  shareholder, the Fund shall have the authority as agent of the shareholder to
redeem shares in his or  her account at their  then-current net asset value  per
share  to reimburse  that Fund for  the loss incurred.  Investors whose purchase
orders have been  cancelled due  to nonpayment  may be  prohibited from  placing
future orders.
    
 
Each  Fund  reserves the  right at  any time  to waive  or increase  the minimum
requirements applicable to initial or subsequent investments with respect to any
person or class of persons. An order to purchase shares is not binding on a Fund
until it  has  been  confirmed  in  writing by  the  Transfer  Agent  (or  other
arrangements  made with the Fund, in the  case of orders utilizing wire transfer
of funds, as described above) and payment has been received. To protect existing
shareholders, each Fund reserves the right to reject any offer for a purchase of
shares by any individual.
 
AUTOMATIC INVESTMENT PLAN -- CLASS A SHARES AND CLASS B SHARES
To establish  participation  in  a Fund's  Automatic  Investment  Plan  ("AIP"),
investors  or their broker/dealers should specify whether the investment will be
in Class A  shares or Class  B shares and  send the following  documents to  the
Transfer Agent: (1) an AIP Application; (2) a Bank Authorization Form; and (3) a
voided  personal check from the pertinent  bank account. The necessary forms are
provided at the back of the Funds' Prospectus. Provided that an investor's  bank
accepts  the Bank  Authorization Form, investment  amounts will be  drawn on the
designated dates (monthly on the 25th day or beginning quarterly on the 25th day
of the  month  the  investor  first  selects) in  order  to  purchase  full  and
fractional shares of the designated Fund at the public offering price determined
on that day. If the 25th day falls on a Saturday, Sunday or holiday, shares will
be  purchased  on the  next business  day.  If an  investor's check  is returned
because of insufficient funds,  a stop payment order  or the account is  closed,
the  AIP may be discontinued,  and any share purchase  made upon deposit of such
check may be cancelled. Furthermore, the shareholder will be liable for any loss
incurred by a Fund  by reason of such  cancellation. Investors should allow  one
month  for the establishment of an AIP. An AIP may be terminated by the Transfer
Agent or a Fund upon thirty days'  written notice or by the participant, at  any
time, without penalty, upon written notice to the pertinent Fund or the Transfer
Agent.
 
LETTER OF INTENT -- CLASS A SHARES
A Letter of Intent ("LOI") is not a binding obligation to purchase the indicated
amount.  While Class A shares are held in  escrow under an LOI to ensure payment
of applicable sales charges  if the indicated amount  is not met, all  dividends
and  other distributions on the escrowed shares will be reinvested in additional
Class A shares or paid in cash, as specified by the shareholder. If the intended
investment is  not completed  within the  specified thirteen-month  period,  the
purchaser must remit to AIM Distributors the difference between the sales charge
actually  paid and the sales charge that would have been applicable if the total
Class A purchases had been made at a single time. If this amount is not paid  to
AIM  Distributors  within twenty  days  after written  request,  the appropriate
number of  escrowed  shares  will be  redeemed  and  the proceeds  paid  to  AIM
Distributors.
 
                  Statement of Additional Information Page 34
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
Any  investor that  entered into a  LOI prior to  June 1, 1998,  under which the
indicated amount is not met, will be  subject to the sales charge schedule  that
was in effect when the LOI was entered into.
 
   
A  registered investment adviser,  trust company or  trust department seeking to
execute an LOI  as a single  purchaser with  respect to accounts  over which  it
exercises  investment discretion is required to  provide the Transfer Agent with
information establishing that it has discretionary authority with respect to the
money invested (e.g., by providing a  copy of the pertinent investment  advisory
agreement).  Class A shares purchased in this manner must be registered with the
Transfer Agent  so that  only the  investment adviser,  trust company  or  trust
department,  and  not the  beneficial  owner, will  be  able to  place purchase,
redemption and exchange orders.
    
 
INDIVIDUAL RETIREMENT ACCOUNTS ("IRAS") AND OTHER TAX-DEFERRED PLANS
   
Class A  or  Class B  shares  of  a Fund  may  be purchased  as  the  underlying
investment  for an IRA meeting the requirements  of sections 408(a), 408A or 530
of the Code, as well as for qualified retirement plans described in Code Section
401 and custodial accounts complying with Code Section 403(b)(7).
    
 
   
IRAS: If you have earned income from employment (including self-employment), you
can contribute each year to an IRA up  to the lesser of (1) $2,000 for  yourself
or  $4,000  for  you and  your  spouse,  regardless of  whether  your  spouse is
employed, or (2) 100% of compensation. Some  individuals may be able to take  an
income tax deduction for the contribution. Regular contributions may not be made
for  the year  you become 70  1/2 or  thereafter. Unless your  and your spouse's
earnings exceed  a certain  level, you  also may  establish an  "Education  IRA"
and/or  a "Roth  IRA." Although  contributions to  these new  types of  IRAs are
nondeductible,  withdrawals   from  them   will   be  tax-free   under   certain
circumstances.  Please  consult  your  tax  adviser  for  more  information. IRA
applications are available from brokers or AIM Distributors.
    
 
ROLLOVER IRAS: Individuals who  receive distributions from qualified  retirement
plans  (other than  required distributions) and  who wish to  keep their savings
growing tax-deferred  can  roll  over  (or make  a  direct  transfer  of)  their
distribution  to a  Rollover IRA. These  accounts can also  receive rollovers or
transfers from an existing  IRA. If an "eligible  rollover distribution" from  a
qualified  employer-sponsored retirement plan is not  directly rolled over to an
IRA (or  certain  qualified plans),  withholding  at the  rate  of 20%  will  be
required  for federal income tax purposes.  A distribution from a qualified plan
that is not an "eligible  rollover distribution," including a distribution  that
is  one of series of substantially equal periodic payments, generally is subject
to regular wage withholding or withholding at the rate of 10% (depending on  the
type  and  amount  of  the  distribution), unless  you  elect  not  to  have any
withholding apply. Please consult your tax adviser for more information.
 
SEP-IRAS: Simplified  employee  pension  plans ("SEPs"  or  "SEP-IRAs")  provide
self-employed  individuals (and any eligible employees) with benefits similar to
Keogh plans (I.E.,  self-employed individual retirement  plans) or Code  Section
401(k)   plans,  but  with  fewer   administrative  requirements  and  therefore
potentially lower annual administration expenses.
 
CODE SECTION 403(b)(7) CUSTODIAL ACCOUNTS: Employees of public schools and  most
other  tax-exempt organizations can make  pre-tax salary reduction contributions
to these accounts.
 
PROFIT-SHARING  (INCLUDING   SECTION   401(k))  AND   MONEY   PURCHASE   PENSION
PLANS:  Corporations  and other  employers can  sponsor these  qualified defined
contribution plans  for  their employees.  A  Section  401(k) plan,  a  type  of
profit-sharing  plan, additionally permits the eligible, participating employees
to make  pre-tax salary  reduction  contributions to  the  plan (up  to  certain
limits).
 
SIMPLE  PLANS: Employers with  no more than  100 employees that  do not maintain
another retirement  plan  may  establish  a Savings  Incentive  Match  Plan  for
Employees  ("SIMPLE") either  as separate  IRAs or as  part of  a Section 401(k)
plan. SIMPLEs are not  subject to the  complicated nondiscrimination rules  that
generally apply to qualified retirement plans.
 
EXCHANGES BETWEEN FUNDS
   
Shares of a Fund may be exchanged for shares of the corresponding class of other
AIM/GT  Funds, based on their respective  net asset values without imposition of
any sales  charges,  provided  that  the  registration  remains  identical.  The
exchange privilege is not an option or right to purchase shares but is permitted
under  the current policies of the respective AIM/GT Funds. The privilege may be
discontinued or changed at any time by any of those funds upon sixty days' prior
notice to the shareholders of the fund and is available only in states where the
exchange may be made legally. Before  purchasing shares through the exercise  of
the  exchange privilege,  a shareholder  should obtain  and read  a copy  of the
prospectus of  the fund  to  be purchased  and  should consider  its  investment
objective(s).
    
 
                  Statement of Additional Information Page 35
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
SALES CHARGE WAIVERS FOR SHARES PURCHASED PRIOR TO JUNE 1, 1998
   
Class  A shares that are subject to  a contingent deferred sales charge and that
were purchased before June  1, 1998 are entitled  to the following waivers  from
the  contingent deferred sales charge otherwise due upon redemption: (1) minimum
required distributions made in connection with  an IRA, Keogh Plan or  custodial
account  under Section  403(b) of  the Code  or other  retirement plan following
attainment of age  70 1/2;  (2) total or  partial redemptions  resulting from  a
distribution   following   retirement   in   the   case   of   a   tax-qualified
employer-sponsored retirement  plan;  (3)  when  a  redemption  results  from  a
tax-free  return of an excess contribution  pursuant to Section 408(d)(4) or (5)
of the Code or  from the death  or disability of  the employee; (4)  redemptions
pursuant  to a Fund's right to  liquidate a shareholder's account involuntarily;
(5)   redemptions    pursuant   to    distributions   from    a    tax-qualified
employer-sponsored retirement plan, which is invested in AIM/GT Funds, which are
permitted  to be made without penalty pursuant  to the Code, other than tax-free
rollovers or transfers of  assets, and the proceeds  of which are reinvested  in
AIM/GT  Funds;  (6)  redemptions made  in  connection  with participant-directed
exchanges between options in an employer-sponsored benefit plan; (7) redemptions
made for the  purpose of providing  cash to fund  a loan to  a participant in  a
tax-qualified  retirement  plan;  (8)  redemptions  made  in  connection  with a
distribution from any retirement plan or account that is permitted in accordance
with the  provisions  of  Section  72(t)(2) of  the  Code  and  the  regulations
promulgated  thereunder; (9) redemptions made  in connection with a distribution
from any  retirement plan  or account  that  involves the  return of  an  excess
deferral  amount pursuant to Section 401(k)(8) or Section 402(g)(2) of the Code;
(10) redemptions  made  in  connection  with a  distribution  from  a  qualified
profit-sharing  or stock bonus plan described in Section 401(k) of the Code to a
participant or  beneficiary  under Section  401(k)(2)(B)(IV)  of the  Code  upon
hardship  of the  covered employee  (determined pursuant  to Treasury Regulation
Section 1.401(k)-1(d)(2)); and (11)  redemptions made by or  for the benefit  of
certain  states, counties  or cities,  or any  instrumentalities, departments or
authorities thereof where such entities are prohibited or limited by  applicable
law from paying a sales charge or commission.
    
 
   
Class  B  shares purchased  before June  1,  1998 are  subject to  the following
waivers from the contingent deferred sales charge otherwise due upon redemption,
in addition to the waivers provided for redemptions of currently issued Class  B
shares  as  described  in  the  Prospectus:  (1)  total  or  partial redemptions
resulting  from  a  distribution   following  retirement  in   the  case  of   a
tax-qualified  employer-sponsored retirement; (2) minimum required distributions
made in connection with  an IRA, Keogh Plan  or custodial account under  Section
403(b)  of the Code or other retirement plan following attainment of age 70 1/2;
(3) a one-time reinvestment  in Class B shares  of a Fund within  180 days of  a
prior redemption; (4) redemptions pursuant to distributions from a tax-qualified
employer-sponsored retirement plan, which is invested in AIM/GT Funds, which are
permitted  to be made without penalty pursuant  to the Code, other than tax-free
rollovers or transfers of  assets, and the proceeds  of which are reinvested  in
AIM/GT  Funds;  (5)  redemptions made  in  connection  with participant-directed
exchanges between options in an employer-sponsored benefit plan; (6) redemptions
made for the  purpose of providing  cash to fund  a loan to  a participant in  a
tax-qualified  retirement  plan;  (7)  redemptions  made  in  connection  with a
distribution from any retirement plan or account that is permitted in accordance
with the  provisions  of  Section  72(t)(2) of  the  Code  and  the  regulations
promulgated  thereunder; (8) redemptions made  in connection with a distribution
from a qualified profit-sharing or stock bonus plan described in Section  401(k)
of  the Code to  a participant or beneficiary  under Section 401(k)(2)(B)(IV) of
the Code upon hardship of the covered employee (determined pursuant to  Treasury
Regulation  Section 1.401(k)-1(d)(2));  and (9) redemptions  made by  or for the
benefit of  certain  states,  counties  or  cities,  or  any  instrumentalities,
departments or authorities thereof where such entities are prohibited or limited
by applicable law from paying a sales charge or commission.
    
 
TELEPHONE REDEMPTIONS
A  corporation or partnership  wishing to utilize  telephone redemption services
must submit a "Corporate Resolution" or "Certificate of Partnership"  indicating
the names, titles and the required number of signatures of persons authorized to
act  on  its  behalf.  The  certificate must  be  signed  by  a  duly authorized
officer(s) and, in the  case of a corporation,  the corporate seal affixed.  All
shareholders  may request that  redemption proceeds be  transmitted by bank wire
directly to  the  shareholder's predesignated  account  at a  domestic  bank  or
savings institution, if the proceeds are at least $500. Costs in connection with
the  administration of this service, including wire charges, currently are borne
by the  appropriate Fund.  Proceeds of  less than  $500 will  be mailed  to  the
shareholder's  registered address  of record. The  Funds and  the Transfer Agent
reserve the right to refuse any  telephone instructions and may discontinue  the
aforementioned redemption options upon fifteen days' written notice.
 
SYSTEMATIC WITHDRAWAL PLAN
Shareholders  of a Fund owning Class A or Class B shares with a value of $10,000
or more, may  establish a  Systematic Withdrawal Plan  ("SWP"). Under  a SWP,  a
shareholder  will receive monthly or quarterly  payments, in amounts of not less
than $100 per payment, through the automatic redemption of the necessary  number
of shares on the designated dates
 
                  Statement of Additional Information Page 36
<PAGE>
                            AIM GLOBAL INCOME FUNDS
(monthly on the 25th day or beginning quarterly on the 25th day of the month the
investor first selects). If the 25th day falls on a Saturday, Sunday or holiday,
the  redemption will take place on the prior business day. Certificates, if any,
for the shares being redeemed must be held by the Transfer Agent. Checks will be
made payable to the  designated recipient and mailed  within seven days. If  the
recipient  is  other  than the  registered  shareholder, the  signature  of each
shareholder must  be guaranteed  on  the SWP  application  (see "How  to  Redeem
Shares"  in the Prospectuses). A corporation (or partnership) also must submit a
"Corporation Resolution" or "Certificate  of Partnership" indicating the  names,
titles  and signatures of the  individuals authorized to act  on its behalf, and
the SWP  application must  be signed  by a  duly authorized  officer(s) and  the
corporate seal affixed.
 
With  respect to a SWP, the maximum annual  SWP withdrawal is 12% of the initial
account value.  Withdrawals  in excess  of  12%  of the  initial  account  value
annually  may result  in assessment of  a contingent deferred  sales charge. See
"How to Invest" in the Prospectus.
 
Shareholders should be aware that such systematic withdrawals may deplete or use
up entirely the initial investment and result in the realization of long-term or
short-term capital gains or losses. The SWP may be terminated at any time by the
Transfer Agent or a Fund  upon thirty days' written  notice or by a  shareholder
upon  written notice to a  Fund or the Transfer  Agent. Applications and further
details regarding establishment of a SWP are provided at the back of the  Funds'
Prospectus.
 
SUSPENSION OF REDEMPTION PRIVILEGES
The  Funds may suspend redemption privileges or postpone the date of payment for
more than seven days after a redemption order is received during any period  (1)
when  the NYSE is closed  other than customary weekend  and holiday closings, or
trading on the NYSE is restricted as directed by the SEC, (2) when an  emergency
exists, as defined by the SEC, which makes it not reasonably practicable for the
Funds to dispose of securities owned by them or fairly to determine the value of
their assets, or (3) as the SEC may otherwise permit.
 
REDEMPTIONS IN KIND
   
It  is possible  that conditions  may arise  in the  future which  would, in the
opinion of the Company's Board of Directors,  make it undesirable for a Fund  to
pay  for all redemptions in cash. In such cases, the Board may authorize payment
to be  made in  portfolio securities  or  other property  of a  Fund,  so-called
"redemption  in kind." Payments  of redemption in  kind will be  made in readily
marketable securities.  Such  securities  would  be valued  at  the  same  value
assigned  to  them in  computing  the net  asset  value per  share. Shareholders
receiving such  securities  would incur  brokerage  costs in  selling  any  such
securities  so received. However,  despite the foregoing,  the Company has filed
with the SEC an election pursuant to  Rule 18f-1 under the 1940 Act. This  means
that  each  Fund  will pay  in  cash all  requests  for redemption  made  by any
shareholder of record, limited in amount with respect to each shareholder during
any ninety-day period to the lesser of $250,000 or 1% of the net asset value  of
a  Fund at the beginning of such period. This election is irrevocable so long as
Rule 18f-1 remains in effect, unless  the SEC by order upon application  permits
the withdrawal of such election.
    
 
- --------------------------------------------------------------------------------
 
                                     TAXES
 
- --------------------------------------------------------------------------------
 
TAXATION OF THE FUNDS
Each  Fund is treated as a separate corporation for federal income tax purposes.
To continue to qualify for treatment  as a regulated investment company  ("RIC")
under  the Code, each Fund must distribute  to its shareholders for each taxable
year at least 90% of its investment company taxable income (consisting generally
of net investment income, net short-term capital gain and net gains from certain
foreign  currency  transactions)  ("Distribution  Requirement")  and  must  meet
several  additional requirements. With respect  to each Fund, these requirements
include the following: (1) the Fund must derive at least 90% of its gross income
each taxable year from dividends, interest, payments with respect to  securities
loans  and gains  from the  sale or other  disposition of  securities or foreign
currencies, or other income  (including gains from  options, Futures or  Forward
Contracts)  derived with respect  to its business of  investing in securities or
those currencies ("Income Requirement"); (2) at the close of each quarter of the
Fund's taxable year,  at least  50% of  the value of  its total  assets must  be
represented  by cash and  cash items, U.S.  government securities, securities of
other RICs and other securities, with these other securities limited, in respect
of  any  one   issuer,  to  an   amount  that   does  not  exceed   5%  of   the
 
                  Statement of Additional Information Page 37
<PAGE>
                            AIM GLOBAL INCOME FUNDS
value  of the Fund's total  assets and that does not  represent more than 10% of
the issuer's outstanding voting securities; and (3) at the close of each quarter
of the Fund's taxable year, not more than  25% of the value of its total  assets
may  be invested  in securities  (other than  U.S. government  securities or the
securities of  other RICs)  of  any one  issuer. The  High  Income Fund,  as  an
investor  in  the Portfolio,  is  deemed to  own  a proportionate  share  of the
Portfolio's assets, and to earn a proportionate share of the Portfolio's income,
for purposes  of  determining  whether  that  Fund  satisfies  the  requirements
described above to qualify as a RIC.
 
Each Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to the
extent  it fails to distribute by the end of any calendar year substantially all
of its  ordinary income  for  that year  and capital  gain  net income  for  the
one-year period ending on October 31 of that year, plus certain other amounts.
 
See  "Taxation of Certain  Investment Activities" below for  a discussion of the
tax consequences to the High Income Fund of hedging transactions engaged in, and
investments in passive foreign investment companies ("PFICs") and other  foreign
securities by, the Portfolio.
 
TAXATION OF THE PORTFOLIO -- GENERAL
   
The Portfolio is treated as a partnership for federal income tax purposes and is
not  a "publicly traded partnership." As a  result, the Portfolio is not subject
to federal income  tax; instead, the  High Income  Fund, as an  investor in  the
Portfolio,  is required to  take into account in  determining its federal income
tax liability its share of the Portfolio's income, gains, losses, deductions and
credits, without regard to whether it  has received any cash distributions  from
the Portfolio. The Portfolio also is not subject to Delaware income or franchise
tax.
    
 
Because,  as noted above, the High Income  Fund is deemed to own a proportionate
share of  the Portfolio's  assets, and  to  earn a  proportionate share  of  the
Portfolio's  income, for purposes of determining whether that Fund satisfies the
requirements to  qualify  as  a  RIC,  the  Portfolio  intends  to  conduct  its
operations  so that the High Income Fund will be able to continue to satisfy all
those requirements.
 
   
Distributions to the High Income Fund from the Portfolio (whether pursuant to  a
partial  or complete  withdrawal or  otherwise) will  not result  in that Fund's
recognition of any gain or loss for federal income tax purposes, except that (1)
gain will be recognized to the extent any cash that is distributed exceeds  that
Fund's  basis for  its interest  in the  Portfolio before  the distribution, (2)
income or gain will be recognized if the distribution is in liquidation of  that
Fund's entire interest in the Portfolio and includes a disproportionate share of
any  unrealized  receivables  held  by  the  Portfolio,  and  (3)  loss  will be
recognized  if  a  liquidation  distribution  consists  solely  of  cash  and/or
unrealized  receivables. The  High Income Fund's  basis for its  interest in the
Portfolio generally will equal the amount of cash and the basis of any  property
that  Fund  invests in  the Portfolio,  increased  by that  Fund's share  of the
Portfolio's net income and gains and decreased by (a) the amount of cash and the
basis of any property the Portfolio distributes to that Fund and (b) that Fund's
share of the Portfolio's losses.
    
 
TAXATION OF CERTAIN INVESTMENT ACTIVITIES
For purposes of the following  discussion, "Investor Fund" means the  Government
Income Fund, the Strategic Income Fund or the Portfolio.
 
    FOREIGN  TAXES. Interest  and dividends  received by  an Investor  Fund, and
gains realized thereby,  may be subject  to income, withholding  or other  taxes
imposed  by foreign countries and U.S.  possessions ("foreign taxes") that would
reduce the yield and/or total return on its securities. Tax conventions  between
certain  countries and the United States  may reduce or eliminate foreign taxes,
however, and many  foreign countries  do not impose  taxes on  capital gains  in
respect  of investments by foreign investors. If more than 50% of the value of a
Fund's total assets (taking into account, in  the case of the High Income  Fund,
its  proportionate share of the Portfolio's assets)  at the close of its taxable
year consists of securities of foreign  corporations, the Fund will be  eligible
to, and may, file an election with the Internal Revenue Service that will enable
its  shareholders, in effect, to  receive the benefit of  the foreign tax credit
with respect to any foreign taxes paid  by it (taking into account, in the  case
of  the High Income Fund,  its proportionate share of  any foreign taxes paid by
the Portfolio) (a  "Fund's foreign  taxes"). Pursuant  to the  election, a  Fund
would  treat  those  taxes  as  dividends  paid  to  its  shareholders  and each
shareholder would be required to (1) include in gross income, and treat as  paid
by him, his proportionate share of the Fund's foreign taxes, (2) treat his share
of  those taxes and of any dividend paid  by the Fund that represents its income
from foreign and U.S. possessions sources  (taking into account, in the case  of
the  High Income  Fund, its proportionate  share of the  Portfolio's income from
those sources) as his own  income from those sources  and (3) either deduct  the
taxes  deemed paid by him in computing his taxable income or, alternatively, use
the foregoing  information in  calculating the  foreign tax  credit against  his
federal income tax. Each Fund will report to its shareholders shortly after each
taxable  year their  respective shares  of the  Fund's foreign  taxes and income
(taking into account,  in the case  of the High  Income Fund, its  proportionate
share  of the Portfolio's income) from sources within foreign countries and U.S.
possessions
 
                  Statement of Additional Information Page 38
<PAGE>
                            AIM GLOBAL INCOME FUNDS
if it makes this  election. Pursuant to  the Taxpayer Relief  Act of 1997  ("Tax
Act"),  individuals who have no more than  $300 ($600 for married persons filing
jointly) of creditable  foreign taxes  included on Form  1099 and  all of  whose
foreign  source income is "qualified  passive income" may elect  each year to be
exempt from the extremely complicated foreign tax credit limitation and will  be
able to claim a foreign tax credit without having to file the detailed Form 1116
that otherwise is required.
 
    PASSIVE  FOREIGN INVESTMENT COMPANIES. Each Investor  Fund may invest in the
stock of PFICs.  A PFIC is  a foreign  corporation -- other  than a  "controlled
foreign  corporation" (I.E., a  foreign corporation in which,  on any day during
its taxable year, more than  50% of the total voting  power of all voting  stock
therein  or the total value of all  stock therein is owned, directly, indirectly
or constructively, by  "U.S. shareholders,"  defined as U.S.  persons that  own,
directly, indirectly or constructively, at least 10% of that voting power) as to
which  the Investor Fund is a U.S. shareholder (effective for their taxable year
beginning November 1, 1998) -- that,  in general, meets either of the  following
tests:  (1) at least 75% of its gross income  is passive or (2) an average of at
least 50% of  its assets produce,  or are  held for the  production of,  passive
income.  Under certain circumstances,  a Fund will be  subject to federal income
tax on a part (or, in the case of the High Income Fund, its proportionate  share
of  a part) of any "excess distribution" received  by it (or, in the case of the
High Income Fund, by the Portfolio) on the stock of a PFIC or of any gain on the
Fund's (or, in the case of the High Income Fund, the Portfolio's) disposition of
that stock (collectively "PFIC income"), plus interest thereon, even if the Fund
distributes the  PFIC income  as a  taxable dividend  to its  shareholders.  The
balance  of the PFIC  income will be  included in the  Fund's investment company
taxable income and, accordingly, will not be  taxable to the Fund to the  extent
it distributes that income to its shareholders.
 
If  an  Investor Fund  invests in  a  PFIC and  elects to  treat  the PFIC  as a
"qualified electing  fund"  ("QEF"), then  in  lieu  of the  foregoing  tax  and
interest  obligation, the Investor Fund  (or, in the case  of the Portfolio, the
High Income Fund) would be required to include in income each year its pro  rata
share  (taking  into  account,  in  the  case  of  the  High  Income  Fund,  its
proportionate share of  the Portfolio's pro  rata share) of  the QEF's  ordinary
earnings  and net capital gain  (I.E., the excess of  net long-term capital gain
over net  short-term  capital  loss) --  which  most  likely would  have  to  be
distributed  by the Investor  Fund (or, in  the case of  the Portfolio, the High
Income Fund) to satisfy the Distribution Requirement and avoid imposition of the
Excise Tax -- even if those earnings and gain were not received thereby from the
QEF. In most instances  it will be  very difficult, if  not impossible, to  make
this election because of certain requirements thereof.
 
   
A  holder of stock in any PFIC may  elect to include in ordinary income for each
taxable year beginning after 1997 the excess,  if any, of the fair market  value
of  the  stock over  the adjusted  basis therein  as  of the  end of  that year.
Pursuant to the election, a deduction  (as an ordinary, not capital, loss)  also
will  be allowed for the excess, if any,  of the holder's adjusted basis in PFIC
stock over the fair market value thereof as of the taxable year-end, but only to
the extent of any net mark-to-market  gains with respect to that stock  included
in  income for  prior taxable  years. The  adjusted basis  in each  PFIC's stock
subject to  the election  will be  adjusted  to reflect  the amounts  of  income
included  and deductions taken thereunder. Regulations proposed in 1992 provided
a similar election with respect to the stock of certain PFICs.
    
 
    OPTIONS, FUTURES AND FOREIGN CURRENCY TRANSACTIONS. The Investors Funds' use
of hedging transactions, such  as selling (writing)  and purchasing options  and
Futures  Contracts and entering  into Forward Contracts,  involves complex rules
that will determine, for federal income tax purposes, the amount, character  and
timing  of recognition  of the  gains and  losses an  Investor Fund  realizes in
connection therewith. Gains from the  disposition of foreign currencies  (except
certain  gains  that may  be  excluded by  future  regulations), and  gains from
options, Futures and Forward Contracts derived by an Investor Fund with  respect
to  its business of investing in  securities or foreign currencies, will qualify
as permissible income under the Income  Requirement for that Investor Fund  (or,
in the case of the Portfolio, the High Income Fund).
 
   
Futures  and Forward  Contracts that  are subject  to Section  1256 of  the Code
(other  than  those  that  are  part  of  a  "mixed  straddle")  ("Section  1256
Contracts") and that are held by an Investor Fund at the end of its taxable year
generally  will be  deemed to have  been sold at  that time at  market value for
federal income tax purposes. Sixty percent of any net gain or loss recognized on
these deemed sales, and  60% of any  net gain or loss  realized from any  actual
sales  of Section 1256 Contracts,  will be treated as  long-term capital gain or
loss, and the balance will be treated  as short-term capital gain or loss.  That
60%  portion  will qualify  for the  reduced maximum  tax rates  on noncorporate
taxpayers' net capital gain enacted by the Tax Act -- 20% (10% for taxpayers  in
the  15% marginal tax  bracket) for gain  recognized on capital  assets held for
more than  18  months  --  instead  of  the  28%  rate  in  effect  before  that
legislation,  which now  applies to gain  recognized on capital  assets held for
more than one year but not more than 18 months.
    
 
Section 988 of the Code also may apply to gains and losses from transactions  in
foreign  currencies, foreign-currency-denominated  debt securities  and options,
Futures and Forward  Contracts on  foreign currencies ("Section  988" gains  and
losses).  Each Section  988 gain  or loss  generally is  computed separately and
treated as ordinary income or loss. In the case
 
                  Statement of Additional Information Page 39
<PAGE>
                            AIM GLOBAL INCOME FUNDS
of overlap  between sections  1256  and 988,  special provisions  determine  the
character and timing of any income, gain or loss. Each Investor Fund attempts to
monitor section 988 transactions to minimize any adverse tax impact.
 
If  a Fund  has an  "appreciated financial  position" --  generally, an interest
(including an interest through an option,  Futures or Forward Contract or  short
sale) with respect to any stock, debt instrument (other than "straight debt") or
partnership  interest the fair market value  of which exceeds its adjusted basis
- -- and enters into  a "constructive sale" of  the same or substantially  similar
property,  the Fund will be treated as  having made an actual sale thereof, with
the result  that gain  will be  recognized  at that  time. A  constructive  sale
generally consists of a short sale, an offsetting notional principal contract or
Futures  or Forward Contract entered  into by the Fund  or a related person with
respect to  the same  or substantially  similar property.  In addition,  if  the
appreciated  financial  position is  itself  a short  sale  or such  a contract,
acquisition of the underlying property or substantially similar property will be
deemed a constructive sale.
 
The Strategic Income  Fund and  the Portfolio each  may acquire  zero coupon  or
other  securities issued  with original issue  discount ("OID"). As  a holder of
those securities, that Fund and the Portfolio (and, through it, the High  Income
Fund) each must include in its income the portion of the OID that accrues on the
securities  during the taxable year, even if no corresponding payment on them is
received during the year. Similarly, the Strategic Income Fund and the Portfolio
each must include in  its gross income securities  it receives as "interest"  on
payment-in-kind   securities.  Because   each  Fund   annually  must  distribute
substantially all of its  investment company taxable  income, including any  OID
and  other non-cash  income, to satisfy  the Distribution  Requirement and avoid
imposition of the Excise  Tax, either of  them may be  required in a  particular
year to distribute as a dividend an amount that is greater than the total amount
of cash it actually receives (or, in the case of the High Income Fund, its share
of   the  total  amount   of  cash  the   Portfolio  actually  receives).  Those
distributions will be made from the Fund's  (or, in the case of the High  Income
Fund,  its, or its share of the  Portfolio's) cash assets or, if necessary, from
the proceeds of sales of portfolio  securities. A Fund may (directly or  through
the  Portfolio) realize  capital gains or  losses from those  sales, which would
increase or decrease its  investment company taxable  income and/or net  capital
gain.
 
TAXATION OF THE FUNDS' SHAREHOLDERS
Dividends  and  other  distributions  declared  by a  Fund  in,  and  payable to
shareholders of record as  of a date  in, October, November  or December of  any
year  will  be  deemed  to have  been  paid  by  the Fund  and  received  by the
shareholders on December 31 of  that year if the  distributions are paid by  the
Fund  during  the following  January. Accordingly,  those distributions  will be
taxed to shareholders for the year in which that December 31 falls.
 
   
A portion  of the  dividends from  a Fund's  investment company  taxable  income
(whether  paid in cash or  reinvested in additional shares)  may be eligible for
the dividends-received deduction allowed  to corporations. The eligible  portion
may  not exceed the aggregate dividends received  by a Fund (directly or through
the  Portfolio)  from  U.S.  corporations.  However,  dividends  received  by  a
corporate  shareholder  and deducted  by it  pursuant to  the dividends-received
deduction are subject indirectly to the federal alternative minimum tax.
    
 
If Fund shares are sold at a loss  after being held for six months or less,  the
loss  will be treated as  long-term, instead of short-term,  capital loss to the
extent of any  capital gain  distributions received on  those shares.  Investors
also should be aware that if shares are purchased shortly before the record date
for  any dividend or other distribution, the shareholder will pay full price for
the shares and receive some portion of the price back as a taxable distribution.
 
Dividends paid by a  Fund to a shareholder  who, as to the  United States, is  a
nonresident  alien individual, nonresident alien fiduciary of a trust or estate,
foreign corporation  or foreign  partnership ("foreign  shareholder")  generally
will be subject to U.S. withholding tax (at a rate of 30% or lower treaty rate).
Withholding  will not apply, however, to a dividend  paid by a Fund to a foreign
shareholder that is "effectively connected with  the conduct of a U.S. trade  or
business,"  in which case the  reporting and withholding requirements applicable
to domestic shareholders  will apply. A  distribution of net  capital gain by  a
Fund  to a foreign shareholder generally will  be subject to U.S. federal income
tax (at the rates  applicable to domestic persons)  only if the distribution  is
"effectively  connected" or  the foreign  shareholder is  treated as  a resident
alien individual for federal income tax purposes.
 
The foregoing  is a  general  and abbreviated  summary  of certain  federal  tax
considerations  affecting  the  Funds,  their  shareholders  and  the Portfolio.
Investors are  urged  to  consult  their own  tax  advisers  for  more  detailed
information  and for  information regarding any  foreign, state  and local taxes
applicable to distributions received from a Fund.
 
                  Statement of Additional Information Page 40
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                             ADDITIONAL INFORMATION
 
- --------------------------------------------------------------------------------
 
   
AIM was organized in 1976, and  along with its subsidiaries, manages or  advises
approximately  90 investment  company portfolios  encompassing a  broad range of
investment objectives.  AIM  is a  direct,  wholly owned  subsidiary  of A  I  M
Management  Group  Inc.  ("AIM Management"),  a  holding company  that  has been
engaged in  the  financial  services  business  since  1976.  AIM  is  the  sole
shareholder   of  the  Funds'  principal   underwriter,  AIM  Distributors.  AIM
Management is an indirect wholly owned subsidiary of AMVESCAP PLC, 11 Devonshire
Square, London, EC2M  4YR, England.  AMVESCAP PLC  and its  subsidiaries are  an
independent  investment management group that has  a significant presence in the
institutional and retail segment of the investment management industry in  North
America and Europe, and a growing presence in Asia.
    
 
CUSTODIAN
State  Street  Bank and  Trust Company  ("State  Street"), 225  Franklin Street,
Boston, MA 02110, acts as custodian  of each Fund's and the Portfolio's  assets.
State Street is authorized to establish and has established separate accounts in
foreign  currencies and to cause securities of the Funds and the Portfolio to be
held in separate accounts outside the  United States in the custody of  non-U.S.
banks.
 
INDEPENDENT ACCOUNTANTS
   
The  Funds' and  the Portfolio's independent  accountants are  Coopers & Lybrand
L.L.P., One  Post Office  Square,  Boston MA  02109.  Coopers &  Lybrand  L.L.P.
conducts audits of each Fund's and the Portfolio's financial statements, assists
in  the preparation of the  Funds' and the Portfolio's  federal and state income
tax returns and consults  with the Company,  the Funds and  the Portfolio as  to
matters  of  accounting,  regulatory  filings,  and  federal  and  state  income
taxation.
    
 
   
The audited financial statements of the Funds and the Portfolio included in this
Statement of  Additional Information  have been  examined by  Coopers &  Lybrand
L.L.P., as stated in their opinion appearing herein and are included in reliance
upon such opinion given upon the authority of that firm as experts in accounting
and auditing.
    
 
   
NAMES
    
   
Prior to May 29, 1998, AIM Global High Income Fund operated under the name of GT
Global High Income Fund; AIM Strategic Income Fund operated under the name of GT
Global  Strategic Income  Fund; and AIM  Global Government  Income Fund operated
under the name of GT Global Government Income Fund.
    
 
                  Statement of Additional Information Page 41
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                               INVESTMENT RESULTS
 
- --------------------------------------------------------------------------------
 
STANDARDIZED RETURNS
   
Each Fund's "Standardized Returns," as referred to in the Prospectus (see "Other
Information --  Performance  Information"  in the  Prospectus),  are  calculated
separately  for Class A and Class B shares of the Fund, as follows: Standardized
Return (average  annual total  return ("T"))  is computed  by using  the  ending
redeeming  value ("ERV")  of a hypothetical  initial investment  of $1,000 ("P")
over a period of years ("n") according  to the following formula as required  by
the  SEC: P(1+T)  to the (n)th  power =  ERV. The following  assumptions will be
reflected in computations made in accordance with this formula: (1) for Class  A
shares,  deduction of the maximum sales charge  of 4.75% from the $1,000 initial
investment; (2)  for Class  B  shares, deduction  of the  applicable  contingent
deferred  sales charge imposed  on a redemption  of Class B  shares held for the
period; (3) reinvestment of dividends and other distributions at net asset value
on the reinvestment date determined by the Company's Board of Directors; and (4)
a complete redemption at the end of any period illustrated.
    
 
The Standardized Returns for  the Class A  and Class B  shares of the  Strategic
Income  Fund, Government  Income Fund  and High  Income Fund,  stated as average
annualized total returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                    STRATEGIC   STRATEGIC   GOVERNMENT   GOVERNMENT     HIGH        HIGH
                                                     INCOME      INCOME       INCOME       INCOME      INCOME      INCOME
                                                      FUND        FUND         FUND         FUND        FUND        FUND
PERIOD                                              (CLASS A)   (CLASS B)   (CLASS A)    (CLASS B)    (CLASS A)   (CLASS B)
- --------------------------------------------------  ---------   ---------   ----------   ----------   ---------   ---------
<S>                                                 <C>         <C>         <C>          <C>          <C>         <C>
Fiscal year ended Oct. 31, 1997...................     4.21%       3.70%       (0.20)%      (0.93)%      9.03%       8.77%
Oct. 31, 1992 through Oct. 31, 1997...............    10.14%      10.25%        5.34%        5.36%      15.93%      16.08%
Oct. 22, 1992 (commencement of operations) through
 Oct. 31, 1997....................................      n/a       10.11%         n/a         5.41%      15.85%      16.10%
March 29, 1988 (commencement of operations)
 through Oct. 31, 1997............................     9.01%        n/a         6.52%         n/a         n/a         n/a
</TABLE>
 
NON-STANDARDIZED RETURNS
In addition  to  Standardized  Returns,  each Fund  also  may  also  include  in
advertisements,  sales  literature and  shareholder  reports other  total return
performance  data  ("Non-Standardized   Return").  Non-Standardized  Return   is
calculated  separately for Class  A and Class B  shares of each  Fund and may be
calculated according to several different formulas. Non-Standardized Returns may
be quoted for the same or different time periods for which Standardized  Returns
are  quoted. Non-Standardized  Returns may  or may  not take  sales charges into
account; performance data calculated without taking the effect of sales  charges
into account will be higher than data including the effect of such charges.
 
Average  annual Non-Standardized  Return ("T") is  computed by  using the ending
redeeming value ("ERV")  of a  hypothetical initial investment  of $1,000  ("P")
over  a period of years ("n") according  to the following formula as required by
the SEC: P(1+T)  to the (n)th  power =  ERV. The following  assumptions will  be
reflected in computations made in accordance with this formula: (1) no deduction
of  sales charges; (2) reinvestment of  dividends and other distributions at net
asset value on the reinvestment date determined by the Board; and (3) a complete
redemption at the end of any period illustrated.
 
The average annual Non-Standardized Returns for  the Class A and Class B  shares
of  the  Strategic Income  Fund, Government  Income Fund  and High  Income Fund,
stated as average annualized total returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                    STRATEGIC   STRATEGIC   GOVERNMENT   GOVERNMENT     HIGH        HIGH
                                                     INCOME      INCOME       INCOME       INCOME      INCOME      INCOME
                                                      FUND        FUND         FUND         FUND        FUND        FUND
PERIOD                                              (CLASS A)   (CLASS B)   (CLASS A)    (CLASS B)    (CLASS A)   (CLASS B)
- --------------------------------------------------  ---------   ---------   ----------   ----------   ---------   ---------
<S>                                                 <C>         <C>         <C>          <C>          <C>         <C>
Fiscal year ended Oct. 31, 1997...................     9.40%       8.70%        4.78%        4.00%      14.46%      13.77%
Oct. 31, 1992 through Oct. 31, 1997...............    11.21%      10.52%        6.37%        5.64%      17.07%      16.30%
Oct. 22, 1992 (commencement of operations) through
 Oct. 31, 1997....................................      n/a       10.25%         n/a         5.55%      16.98%      16.21%
March 29, 1988 (commencement of operations)
 through Oct. 31, 1997............................     9.56%        n/a         7.07%         n/a         n/a         n/a
</TABLE>
 
Aggregate Non-Standardized Return ("T") is computed by using the ending value of
the account  ("VOA")  of  a  hypothetical initial  investment  of  $1,000  ("P")
according  to the following  formula: T =  (VOA/P)-1. Aggregate Non-Standardized
 
                  Statement of Additional Information Page 42
<PAGE>
                            AIM GLOBAL INCOME FUNDS
Return assumes reinvestment  of dividends  and other distributions  and, as  set
forth below, may or may not take sales charges into account.
 
The  aggregate Non-Standardized Returns (not  taking sales charges into account)
for the Class  A and Class  B shares  of the Strategic  Income Fund,  Government
Income  Fund and  High Income  Fund, stated as  aggregate total  returns for the
periods shown, were:
 
<TABLE>
<CAPTION>
                                                    STRATEGIC   STRATEGIC   GOVERNMENT   GOVERNMENT     HIGH        HIGH
                                                     INCOME      INCOME       INCOME       INCOME      INCOME      INCOME
                                                      FUND        FUND         FUND         FUND        FUND        FUND
PERIOD                                              (CLASS A)   (CLASS B)   (CLASS A)    (CLASS B)    (CLASS A)   (CLASS B)
- --------------------------------------------------  ---------   ---------   ----------   ----------   ---------   ---------
<S>                                                 <C>         <C>         <C>          <C>          <C>         <C>
Oct. 22, 1992 (commencement of operations) through
 Oct. 31, 1997....................................      n/a      63.28%         n/a        31.19%      119.88%     112.76%
March 29, 1988 (commencement of operations)
 through Oct. 31, 1997............................   140.06%       n/a        92.49%         n/a          n/a         n/a
</TABLE>
 
The aggregate Non-Standardized Returns (taking  sales charges into account)  for
the  Class A and Class B shares  of the Strategic Income Fund, Government Income
Fund and High  Income Fund, stated  as aggregate total  returns for the  periods
shown, were:
 
<TABLE>
<CAPTION>
                                                    STRATEGIC   STRATEGIC   GOVERNMENT   GOVERNMENT     HIGH        HIGH
                                                     INCOME      INCOME       INCOME       INCOME      INCOME      INCOME
                                                      FUND        FUND         FUND         FUND        FUND        FUND
PERIOD                                              (CLASS A)   (CLASS B)   (CLASS A)    (CLASS B)    (CLASS A)   (CLASS B)
- --------------------------------------------------  ---------   ---------   ----------   ----------   ---------   ---------
<S>                                                 <C>         <C>         <C>          <C>          <C>         <C>
Oct. 22, 1992 (commencement of operations) through
 Oct. 31, 1997....................................      n/a      62.28%         n/a        30.32%      109.43%     111.76%
March 29, 1988 (commencement of operations)
 through Oct. 31, 1997............................   128.66%       n/a        83.35%         n/a          n/a         n/a
</TABLE>
 
YIELD
Each  Fund may also include its current yield ("Yield") in advertisements, sales
literature and shareholder  reports. Yield, which  is calculated separately  for
Class  A and Class B shares of each Fund, is computed by dividing the difference
between dividends  and  interest earned  during  a one-month  period  ("a")  and
expenses  accrued for the period (net of reimbursements) ("b") by the product of
the average  daily number  of shares  outstanding during  the period  that  were
entitled  to receive dividends ("c") and the maximum offering price per share on
the last day of the period ("d") according to the following formula as  required
by the Securities and Exchange Commission:
 
<TABLE>
<S>       <C>  <C>  <C>     <C> <C>
                   a-b
YIELD =   2     [( --  + 1  )   to the power of 6-1]
                   cd
</TABLE>
 
The Yields of the Class A shares of the Strategic Income Fund, Government Income
Fund  and the High Income  Fund for the one-month  period ended October 31, 1996
were 6.58%, 6.23%  and 7.29%, respectively.  The current yields  of the Class  B
shares of Strategic Income Fund, Government Income Fund and High Income Fund for
the  one-month  period  ended October  31,  1996  were 6.23%,  5.87%  and 7.00%,
respectively.
 
IMPORTANT POINTS TO NOTE ABOUT DATA RELATING TO WORLD EQUITY AND BOND MARKETS
Each Fund and AIM Distributors may  from time to time, in advertisements,  sales
literature and reports furnished to present or prospective shareholders, compare
the Funds with the following, among others:
 
        (1)  The Consumer Price Index ("CPI"), which is a measure of the average
    change in prices over time  in a fixed market  basket of goods and  services
    (e.g.,  food, clothing,  shelter, fuels,  transportation fares,  charges for
    doctors' and dentists' services, prescription medicines, and other goods and
    services that people  buy for  day-to-day living). There  is inflation  risk
    which  does not affect a security's value but its purchasing power i.e., the
    risk of changing price levels in the economy that affects security prices or
    the price of goods and services.
 
        (2) Data and mutual fund rankings and comparisons published or  prepared
    by  Lipper  Analytical  Data  Services,  Inc.  ("Lipper"),  CDA/Wiesenberger
    Investment  Company   Services   ("CDA/Wiesenberger"),   Morningstar,   Inc.
    ("Morningstar"),  Micropal,  Inc. and/or  other  companies that  rank and/or
    compare mutual funds by overall performance, investment objectives,  assets,
    expense  levels, periods of existence and/or  other factors. In this regard,
    each Fund  may  be  compared to  its  "peer  group" as  defined  by  Lipper,
    CDA/Wiesenberger, Morningstar and/or other firms, as
 
                  Statement of Additional Information Page 43
<PAGE>
                            AIM GLOBAL INCOME FUNDS
    applicable,  or to specific  funds or groups  of funds within  or outside of
    such peer group. Lipper generally ranks funds on the basis of total  return,
    assuming  reinvestment of distributions, but does  not take sales charges or
    redemption fees into consideration,  and is prepared  without regard to  the
    consequences.   In  addition  to  the   mutual  fund  rankings,  the  Fund's
    performance may  be compared  to  mutual fund  indices prepared  by  Lipper.
    Morningstar  is a mutual fund rating service that also rates mutual funds on
    the basis of risk-adjusted  performance. Morningstar ratings are  calculated
    from  a  fund's  three,  five  and  ten  year  average  annual  returns with
    appropriate fee adjustments and a risk factor that reflects fund performance
    relative to the three-month U.S. Treasury bill monthly returns. Ten  percent
    of  the funds in an investment category receive five stars and 22.5% receive
    four stars. The ratings are subject to change each month.
 
        (3) Bear  Stearns  Foreign Bond  Index,  which provides  simple  average
    returns for individual countries and gross national product ("GNP") weighted
    index,  beginning in 1975. The  returns are broken down  by local market and
    currency.
 
        (4) Ibbotson  Associates  International  Bond Index,  which  provides  a
    detailed breakdown of local market and currency returns since 1960.
 
        (5) Standard & Poor's 500 Composite Stock Price Index, which is a widely
    recognized  index  composed of  the  capitalization-weighted average  of the
    prices of 500 of the largest publicly traded stocks in the U.S.
 
        (6) Dow Jones Industrial Average.
 
        (7) CNBC/Financial News Composite Index.
 
        (8) Morgan Stanley Capital International World Indices, including, among
    others, the Morgan Stanley Capital International Europe, Australia, Far East
    Index ("EAFE Index").  The EAFE  index is an  unmanaged index  of more  than
    1,000 companies in Europe, Australia and the Far East.
 
        (9)  Morgan Stanley Capital  International All Country  (AC) World index
    ("MSCI"). The  MSCI is  a broad,  unmanaged index  of global  stock  prices,
    currently  comprising 2,500 different issuers,  located in 47 countries, and
    grouped in 38 separate industries.
 
       (10) Salomon Brothers  World Government Bond  Index and Salomon  Brothers
    World  Government Bond Index-Non-U.S., each of  which is a widely used index
    composed of world government bonds.
 
       (11) The  World  Bank  Publication  of  Trends  in  Developing  Countries
    ("TIDE"), which provides brief reports on most of the World Bank's borrowing
    members.  The World  Development Report is  published annually  and looks at
    global  and  regional  economic  trends  and  their  implications  for   the
    developing economies.
 
       (12)  Salomon Brothers Global Telecommunications Index, which is composed
    of telecommunications companies in the developing and emerging countries.
 
       (13) Datastream  and Worldscope,  each of  which is  an on-line  database
    retrieval  service  for information,  including international  financial and
    economic data.
 
       (14)  International  Financial  Statistics,  which  is  produced  by  the
    International Monetary Fund.
 
       (15)  Various publications and reports produced by the World Bank and its
    affiliates.
 
       (16) Various publications from the International Bank for  Reconstruction
    and Development.
 
   
       (17)  Various publications produced  by ratings agencies  such as Moody's
    Investors Service, Inc., Standard  & Poor's, a  division of The  McGraw-Hill
    Companies, Inc. and Fitch.
    
 
       (18)  Wilshire Associates, which is an on-line database for international
    financial and economic data including performance measures for a wide  range
    of securities.
 
       (19)  Bank Rate National Monitor Index, which is an average of the quoted
    rates for 100 leading banks and thrifts in ten U.S. cities.
 
       (20) International  Finance  Corporation ("IFC")  Emerging  Markets  Data
    Base,  which  provides  detailed statistics  on  bond and  stock  markets in
    developing countries
 
       (21) Various publications from the Organization for Economic  Cooperation
    and Development ("OECD").
 
                  Statement of Additional Information Page 44
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
       (22)  Average of  savings accounts,  which is a  measure of  all kinds of
    savings deposits, including longer-term certificates. Savings accounts offer
    a guaranteed rate  of return on  principal, but no  opportunity for  capital
    growth.  During a  portion of  the period,  the maximum  rates paid  on some
    savings deposits were fixed by law.
 
Indices, economic and  financial data  prepared by the  research departments  of
various   financial  organizations,  such  as  Salomon  Brothers,  Inc.,  Lehman
Brothers, Merrill  Lynch,  Pierce,  Fenner &  Smith,  Inc.,  Financial  Research
Corporation,  J. P. Morgan, Morgan Stanley, Smith Barney Shearson, S.G. Warburg,
Jardine Flemming,  The Bank  for  International Settlements,  Asian  Development
Bank, Bloomberg, L.P. and Ibbotson Associates may be used as well as information
reported  by the  Federal Reserve  and the  respective Central  Banks of various
nations. In addition, AIM Distributors may use performance rankings, ratings and
commentary reported periodically in  national financial publications,  including
Money  Magazine, Mutual Fund  Magazine, Smart Money,  Global Finance, EuroMoney,
Financial World, Forbes, Fortune, Business Week, Latin Finance, The Wall  Street
Journal,  Emerging  Markets  Weekly,  Kiplinger's  Guide  To  Personal  Finance,
Barron's, The  Financial Times,  USA  Today, The  New  York Times,  Far  Eastern
Economic  Review, The  Economist and  Investors Business  Digest. Each  Fund may
compare its performance to that of  other compilations or indices of  comparable
quality  to those listed above and other  indices that may be developed and made
available in the future.
 
Information  relating  to   foreign  market   performance,  capitalization   and
diversification  is based on sources believed to  be reliable but may be subject
to revision  and  has  not been  independently  verified  by the  Funds  or  AIM
Distributors.  The  authors  and  publishers  of such  material  are  not  to be
considered as "experts" under the 1933 Act, on account of the inclusion of  such
information herein.
 
A  portion of the performance  figures for each market  includes the positive or
negative effects of the currency exchange rates effective at December 31 of each
year between the U.S. dollar and currency of the foreign market (e.g.,  Japanese
Yen,  German Deutschemark  and Hong  Kong Dollar).  A foreign  currency that has
strengthened or weakened against the  U.S. dollar will positively or  negatively
affect the reported returns, as the case may be.
 
AIM  Distributors  believes that  this information  may  be useful  to investors
considering whether and to  what extent to  diversify their investments  through
the purchase of mutual funds investing in securities on a global basis. However,
this  data is not a representation of the  past performance of any of the Funds,
nor is it a prediction  of such performance. The  performance of the Funds  will
differ  from the historical performance of  relevant indices. The performance of
indices does not take expenses into account, while each Fund incurs expenses  in
its  operations, which will reduce performance. Each of these factors will cause
the performance of each Fund to differ from relevant indices.
 
   
From time to time,  each Fund and  AIM Distributors may refer  to the number  of
shareholders  in the Funds  or the aggregate  number of shareholders  in all AIM
Funds or the dollar amount of each Fund's assets under management or rankings by
DALBAR Surveys, Inc. in advertising materials.
    
 
   
AIM Distributors believes  the AIM  Global Income  Funds can  be an  appropriate
investment  for long-term investment goals, including funding retirement, paying
for education or purchasing  a house. AIM  Distributors may provide  information
designed  to  help individuals  understand  their investment  goals  and explore
various financial strategies. For example, AIM Distributors may describe general
principles of  investing, such  as asset  allocation, diversification  and  risk
tolerance.  The AIM Global  Income Funds do not  represent a complete investment
program and the investors should consider the Funds as appropriate for a portion
of their overall investment portfolio with regard to their long-term  investment
goals.  There is no assurance  that any such information  will lead to achieving
these goals or guarantee future results.
    
 
   
From time to time, AIM Distributors may refer to or advertise the names of  U.S.
and  non-U.S. companies and  their products, although there  can be no assurance
that any AIM Fund may own the securities of these companies.
    
 
Ibbotson  Associates  of  Chicago,  Illinois  ("Ibbotson")  provides  historical
returns  of the capital  markets in the United  States, including common stocks,
small  capitalization  stocks,  long-term  corporate  bonds,   intermediate-term
government  bonds, long-term government bonds, Treasury  bills, the U.S. rate of
inflation (based on the CPI), and  combinations of various capital markets.  The
performance  of  these capital  markets  is based  on  the returns  of different
indices.
 
   
AIM Funds  may  use  the  performance  of these  capital  markets  in  order  to
demonstrate   general   risk-versus-reward  investment   scenarios.  Performance
comparisons may also include  the value of a  hypothetical investment in any  of
these  capital  markets. The  risks associated  with the  security types  in any
capital market  may  or may  not  correspond directly  to  those of  the  Funds.
Ibbotson calculates total returns in the same method as the Funds.
    
 
Each  Fund may quote  various measures of  volatility and benchmark correlation,
such as beta,  standard deviation and  R(2), in advertising.  In addition,  each
Fund  may compare these measures to those of other funds. Measures of volatility
seek to compare each Fund's historical share price fluctuations or total  return
to those of a benchmark.
 
                  Statement of Additional Information Page 45
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
Each  Fund may advertise  examples of the effects  of periodic investment plans,
including the principle of dollar cost averaging programs. In such a program, an
investor invests a fixed dollar amount in a Fund at periodic intervals,  thereby
purchasing  fewer shares when  prices are high  and more shares  when prices are
low. While such a strategy does not assure  a profit or guard against loss in  a
declining  market, the investor's  average cost per  share can be  lower than if
fixed numbers of shares are purchased at the same intervals. In evaluating  such
a  plan, investors should  consider their ability  to continue purchasing shares
through periods of low price levels.
 
   
Each Fund may describe in its sales material and advertisements how an  investor
may  invest in AIM Funds through various retirement plans or other programs that
offer deferral of income taxes on  investment earnings and pursuant to which  an
investor  may make deductible contributions.  Because of their advantages, these
retirement plans  and  programs  may  produce  returns  superior  to  comparable
non-retirement  investments. For example, a $10,000 investment earning a taxable
return of 10% annually would have an after-tax value of $17,976 after ten years,
assuming tax  was  deducted from  the  return each  year  at a  39.6%  rate.  An
equivalent  tax-deferred  investment would  have an  after-tax value  of $19,626
after ten years, assuming  tax was deducted  at a 39.6%  rate from the  deferred
earnings   at  the   end  of  the   ten-year  period.  In   sales  material  and
advertisements, the  Fund  may  also  discuss  these  plans  and  programs.  See
"Information Relating to Sales and Redemptions -- Individual Retirement Accounts
("IRAs") and Other Tax-Deferred Plans."
    
 
   
AIM  Distributors may  from time  to time in  its sales  methods and advertising
discuss the risks inherent in investing. The major types of investment risk  are
market  risk, industry risk, credit risk, interest rate risk and inflation risk.
Risk represents the possibility that you may lose some or all of your investment
over a period of time. A basic  tenet of investing is the greater the  potential
reward, the greater the risk.
    
 
From  time  to  time, the  Funds  and  AIM Distributors  will  quote information
regarding industries, individual countries, regions, world stock exchanges,  and
economic   and  demographic  statistics  from  sources  AIM  Distributors  deems
reliable, including the economic and financial data of financial  organizations,
such as:
 
 1) Stock  market  capitalization:  Morgan Stanley  Capital  International World
    Indices, IFC and Datastream.
 
 2) Stock market trading volume:  Morgan Stanley Capital International  Industry
    Indices and IFC.
 
 3) The  number  of listed  companies: IFC,  GT Guide  to World  Equity Markets,
    Salomon Brothers, Inc., and S.G. Warburg.
 
 4) Wage rates: U.S. Department of  Labor Statistics and Morgan Stanley  Capital
    International World.
 
 5) International  industry  performance: Morgan  Stanley  Capital International
    World Indices, Wilshire Associates and Salomon Brothers, Inc.
 
 6) Stock  market  performance:  Morgan  Stanley  Capital  International   World
    Indices, IFC and Datastream.
 
 7) The  Consumer Price Index and inflation rate: The World Bank, Datastream and
    IFC.
 
 8) Gross Domestic Product ("GDP"): Datastream and The World Bank.
 
 9) GDP growth rate: IFC, The World Bank and Datastream.
 
10) Population: The World Bank, Datastream and United Nations.
 
11) Average annual growth rate (%) of population: The World Bank, Datastream and
    United Nations.
 
12) Age distribution within populations: OECD and United Nations.
 
13) Total exports and imports by year: IFC, The World Bank and Datastream.
 
14) Top three companies by country, industry  or market: IFC, GT Guide to  World
    Equity Markets, Salomon Brothers Inc. and S.G. Warburg.
 
15) Foreign  direct  investments to  developing  countries: The  World  Bank and
    Datastream.
 
16) Supply, consumption,  demand  and  growth in  demand  of  certain  products,
    services  and industries, including, but  not limited to electricity, water,
    transportation, construction materials, natural resources, technology, other
    basic infrastructure, financial services, health care services and supplies,
    consumer products and services and telecommunications equipment and services
    (sources of such information may include,  but would not be limited to,  The
    World Bank, OECD, IMF, Bloomberg and Datastream).
 
17) Standard  deviation and performance returns for U.S. and non-U.S. equity and
    bond markets: Morgan Stanley Capital International.
 
18) Countries restructuring their  debt, including those  under the Brady  Plan:
    the Sub-adviser.
 
19) Political and economic structure of countries: Economist Intelligence Unit.
 
                  Statement of Additional Information Page 46
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
20) Government  and corporate  bonds --  credit ratings,  yield to  maturity and
    performance returns: Salomon Brothers, Inc.
 
21) Dividend yields for U.S. and non-U.S. companies: Bloomberg.
 
From time to time, AIM Distributors may include in its advertisements and  sales
material,   information  about  privatization,  which  is  an  economic  process
involving the sale of state-owned companies to the private sector.
 
   
In advertising and sales  materials, AIM Distributors may  make reference to  or
discuss  its products, services and accomplishments. Among these accomplishments
are that in 1983 the Sub-adviser  provided assistance to the government of  Hong
Kong  in  linking its  currency to  the U.S.  dollar, and  that in  1987 Japan's
Ministry of  Finance licensed  LGT Asset  Management Ltd.  as one  of the  first
foreign   discretionary  investment   managers  for   Japanese  investors.  Such
accomplishments, however,  should  not  be  viewed  as  an  endorsement  of  the
Sub-adviser  by the government of Hong Kong,  Japan's Ministry of Finance or any
other government or government  agency. Nor do any  such accomplishments of  the
Sub-adviser  provide any assurance that  the AIM/GT Funds' investment objectives
will be achieved.
    
 
ECONOMIC DEVELOPMENT IN EMERGING MARKETS
The Sub-adviser has identified  six phases to track  the progress of  developing
economies.
 
In addition, the Sub-adviser focuses on the transitions between each phase:
 
    BETWEEN  PHASES 1 & 2, STABILIZATION:  Developing nations recognize the need
for economic reform and launch initiatives to stabilize their economies. Typical
measures  might  include  initiating  monetary  reforms  to  contain  inflation,
controlling government spending, and addressing external trade imbalances.
 
    BETWEEN  PHASES 2 & 3, RENOVATION:  Economic development gathers momentum as
the  governments  of   developing  nations  take   further  steps  to   increase
productivity and external competitiveness. Typical reforms include easing market
regulations,  privatizing  state-owned industries,  lowering trade  barriers and
reforming the national tax structure.
 
   
    BETWEEN PHASES  3 &  4, NEW  CONSTRUCTION: As  economic reforms  take  hold,
infrastructure  improvements  are  needed to  facilitate  and  support long-term
growth. The construction and upgrading of highways and airports,  communications
and  utility systems  generally require  financing in  the form  of public debt.
Similarly, as  the private  sector develops,  bolstered by  new  privatizations,
corporate debt securities typically are issued to finance business expansion.
    
 
EMERGING MARKET TRADING VOLUME
The annual trading volume of debt securities from developing economies according
to  Salomon Brothers, Inc. has grown from $90 billion in 1990 to $150 billion in
1991, to $400 billion in 1992 and was estimated to be $1,200 billion at the  end
of 1993 and $1.5 trillion at the end of 1994, respectively.
 
- --------------------------------------------------------------------------------
 
                          DESCRIPTION OF DEBT RATINGS
 
- --------------------------------------------------------------------------------
 
DESCRIPTION OF BOND RATINGS
   
    MOODY'S  INVESTORS SERVICE, INC. rates the debt securities issued by various
entities from  "Aaa"  to  "C".  Investment grade  ratings  are  the  first  four
categories:
    
 
        Aaa  -- Bonds which are rated Aaa are  judged to be of the best quality.
    They carry the smallest degree of investment risk and are generally referred
    to as "gilt  edged." Interest payments  are protected  by a large  or by  an
    exceptionally  stable  margin and  principal  is secure.  While  the various
    protective elements are likely to change, such changes as can be  visualized
    are  most  unlikely  to impair  the  fundamentally strong  position  of such
    issues.
 
        Aa -- Bonds which are rated Aa are  judged to be of high quality by  all
    standards.  Together with  the Aaa  group they  comprise what  are generally
    known as high grade bonds. They are rated lower than the best bonds  because
    margins  of  protection  may  not  be  as  large  as  in  Aaa  securities or
    fluctuation of protective elements may be of greater amplitude or there  may
    be  other elements  present which  make the  long-term risk  appear somewhat
    larger than the Aaa securities.
 
                  Statement of Additional Information Page 47
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
        A  --  Bonds  which  are  rated  A  possess  many  favorable  investment
    attributes  and  are  to be  considered  as  upper-medium-grade obligations.
    Factors giving security to principal  and interest are considered  adequate,
    but  elements may  be present which  suggest a  susceptibility to impairment
    some time in the future.
 
        Baa --  Bonds  which  are  rated  Baa  are  considered  as  medium-grade
    obligations,  (i.e., they are neither  highly protected nor poorly secured).
    Interest payments and principal security appear adequate for the present but
    certain protective  elements may  be lacking  or may  be  characteristically
    unreliable  over  any  great length  of  time. Such  bonds  lack outstanding
    investment characteristics and in  fact have speculative characteristics  as
    well.
 
        Ba  -- Bonds which are rated Ba are judged to have speculative elements;
    their future cannot be considered  as well-assured. Often the protection  of
    interest  and principal payments may be  very moderate, and thereby not well
    safeguarded during both good and bad  times over the future. Uncertainty  of
    position characterizes bonds in this class.
 
        B  --  Bonds which  are rated  B generally  lack characteristics  of the
    desirable investment. Assurance  of interest  and principal  payments or  of
    maintenance  of other terms of the contract over any long period of time may
    be small.
 
        Caa -- Bonds which are rated Caa  are of poor standing. Such issues  may
    be  in default or  there may be  present elements of  danger with respect to
    principal or interest.
 
        Ca  --  Bonds  which  are  rated  Ca  represent  obligations  which  are
    speculative in a high degree. Such issues are often in default or have other
    marked shortcomings.
 
        C  -- Bonds which are  rated C are the lowest  rated class of bonds, and
    issues so rated can be regarded  as having extremely poor prospects of  ever
    attaining any real investment standing.
 
ABSENCE  OF RATING: Where no rating has been assigned or where a rating has been
suspended or withdrawn, it may  be for reasons unrelated  to the quality of  the
issue.
 
Should no rating be assigned, the reason may be one of the following:
 
     1. An application for rating was not received or accepted.
 
     2.  The issue or issuer belongs to  a group of securities or companies that
are not rated as a matter of policy.
 
     3. There is a lack of essential data pertaining to the issue or issuer.
 
     4. The  issue  was  privately placed,  in  which  case the  rating  is  not
published in Moody's publications.
 
Suspension  or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable up-to-date data  to permit  a judgment  to be  formed; if  a bond  is
called for redemption; or for other reasons.
 
Note:  Moody's applies numerical modifiers,  1, 2, and 3  in each generic rating
classification from Aa to Caa. The  modifier 1 indicates that the Company  ranks
in  the higher end  of its generic  rating category; the  modifier 2 indicates a
mid-range ranking; and the  modifier 3 indicates that  the Company ranks in  the
lower end of its generic rating category.
 
   
    STANDARD  & POOR'S, a division of The McGraw-Hill Companies, Inc., rates the
securities debt of  various entities  in categories  ranging from  "AAA" to  "D"
according to quality. Investment grade ratings are the first four categories:
    
 
        AAA -- An obligation rated "AAA" has the highest rating assigned by S&P.
    The obligor's capacity to meet its financial commitment on the obligation is
    extremely strong.
 
        AA   --  An  obligation  rated  "AA"  differs  from  the  highest  rated
    obligations only  in a  small degree.  The obligor's  capacity to  meet  its
    financial commitment on the obligation is very strong.
 
        A -- An obligation rated "A" is somewhat more susceptible to the adverse
    effects of changes in circumstances and economic conditions than obligations
    in higher rated categories.
 
        BBB   --  An   obligation  rated  "BBB"   exhibits  adequate  protection
    parameters. However, adverse economic  conditions or changing  circumstances
    are  more likely to lead  to a weakened capacity of  the obligor to meet its
    financial commitment on the obligation.
 
        BB, B, CCC, CC, C -- Obligations  rated "BB," "B," "CCC," "CC," and  "C"
    are   regarded  as  having  significant  speculative  characteristics.  "BB"
    indicates the least degree  of speculation and "C"  the highest. While  such
    obligations  will likely  have some quality  and protective characteristics,
    these may be outweighed by large uncertainties or major exposures to adverse
    conditions.
 
                  Statement of Additional Information Page 48
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
        BB -- An  obligation rated "BB"  is less vulnerable  to nonpayment  than
    other  speculative issues. However, it  faces major ongoing uncertainties or
    exposure to adverse business, financial, or economic conditions which  could
    lead  to the obligor's inadequate capacity  to meet its financial commitment
    on the obligation.
 
        B --  An obligation  rated "B"  is more  vulnerable to  nonpayment  than
    obligations  rated "BB," but the obligor  currently has the capacity to meet
    its financial commitment on the obligation. Adverse business, financial,  or
    economic conditions will likely impair the obligor's capacity or willingness
    to meet its financial commitment on the obligation.
 
        CCC  -- An obligation rated "CCC" is currently vulnerable to nonpayment,
    and is dependent upon favorable business, financial, and economic conditions
    for the obligor to meet its  financial commitment on the obligation. In  the
    event of adverse business, financial, or economic conditions, the obligor is
    not  likely to  have the  capacity to meet  its financial  commitment on the
    obligation.
 
        CC --  An  obligation  rated  "CC" is  currently  highly  vulnerable  to
    nonpayment.
 
        C  -- The "C" rating may be used to cover a situation where a bankruptcy
    petition has been filed  or similar action has  been taken, but payments  on
    this obligation are being continued.
 
        D  -- An  obligation rated  "D" is  in payment  default. The  "D" rating
    category is used when payments on an obligation are not made on the date due
    even if the  applicable grace period  has not expired,  unless S&P  believes
    that  such payments will  be made during  such grace period.  The "D" rating
    also will be used upon the filing of a bankruptcy petition or the taking  of
    a similar action if payments on an obligation are jeopardized.
 
PLUS  (+) OR MINUS  (-): The ratings from  "AA" to "CCC" may  be modified by the
addition of a  plus or minus  sign to  show relative standing  within the  major
rating categories.
 
NR:  Indicates that  no rating  has been  requested, that  there is insufficient
information on which to base  a rating, or that S&P  does not rate a  particular
type of obligation as a matter of policy.
 
DESCRIPTION OF COMMERCIAL PAPER RATINGS
    MOODY'S  employs  the  designation "Prime-1"  to  indicate  commercial paper
having a superior ability for  repayment of senior short-term debt  obligations.
Prime-1  repayment  ability will  often be  evidenced by  many of  the following
characteristics: leading market positions  in well-established industries;  high
rates  of return on  funds employed; conservative  capitalization structure with
moderate reliance on debt and ample asset protection; broad margins in  earnings
coverage  of  fixed financial  charges and  high  internal cash  generation; and
well-established access to a range of  financial markets and assured sources  of
alternate liquidity. Issues rated Prime-2 have a strong ability for repayment of
senior  short-term debt obligations. This normally  will be evidenced by many of
the characteristics cited  above but  to a  lesser degree.  Earnings trends  and
coverage  ratios, while sound, may be  more subject to variation. Capitalization
characteristics, while  still  appropriate, may  be  more affected  by  external
conditions. Ample alternate liquidity is maintained.
 
    S&P  ratings of commercial paper are  graded into several categories ranging
from "A1" for the highest quality obligations  to "D" for the lowest. Issues  in
the  "A"  category are  delineated  with numbers  1, 2,  and  3 to  indicate the
relative degree  of safety.  A-1 --  This highest  category indicates  that  the
degree  of safety regarding timely payment is strong. Those issues determined to
possess extremely strong safety characteristics will be denoted with a plus sign
(+) designation.  A-2  -- Capacity  for  timely  payments on  issues  with  this
designation  is satisfactory; however,  the relative degree of  safety is not as
high as for issues designated "A-1."
 
- --------------------------------------------------------------------------------
 
                              FINANCIAL STATEMENTS
 
- --------------------------------------------------------------------------------
   
The audited financial statements of the Funds as of October 31, 1997 and for the
fiscal year then ended appear on the following pages.
    
 
                  Statement of Additional Information Page 49
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
                                   REPORT OF
                            INDEPENDENT ACCOUNTANTS
 
- --------------------------------------------------------------------------------
 
ANNUAL REPORT
To the Shareholders and Board of Directors of
G.T. Investment Funds, Inc.:
 
We have audited the accompanying statement of assets and liabilities of GT
Global Government Income Fund, GT Global High Income Fund-Consolidated, and GT
Global Strategic Income Fund, including the portfolios of investments, as of
October 31, 1997, the related statements of operations for the year then ended,
the statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the periods indicated
herein. These financial statements and the financial highlights are the
responsibility of the Funds' management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1997 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial positions of GT
Global Government Income Fund, GT Global High Income Fund-Consolidated and GT
Global Strategic Income Fund as of October 31, 1997, the results of their
operations for the year then ended, the changes in their net assets for each of
the two years in the period then ended, and the financial highlights for each of
the periods indicated herein, in conformity with generally accepted accounting
principles.
 
                                                        COOPERS & LYBRAND L.L.P.
 
BOSTON, MASSACHUSETTS
DECEMBER 15, 1997
 
                                       F1
<PAGE>
                        GT GLOBAL GOVERNMENT INCOME FUND
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Government & Government Agency Obligations (49.4%)
  Australia (3.0%)
    Commonwealth of Australia, 7.5% due 9/15/09 ..........   AUD           10,660,000   $  8,416,716         3.0
  Canada (2.0%)
    Canadian Government, 7.25% due 6/1/07 ................   CAD            6,920,000      5,548,964         2.0
  Germany (4.7%)
    Deutschland Republic, 6% due 1/5/06 ..................   DEM           22,050,000     13,180,133         4.7
  Italy (9.4%)
    Italian Buoni Poliennali del Tesoro (BTPS):
      9.50% due 1/1/05 ...................................   ITL       13,100,000,000      9,228,992         3.3
      9% due 11/1/23 .....................................   ITL       11,730,000,000      8,839,498         3.1
      7.25% due 11/1/26 ..................................   ITL       13,200,000,000      8,361,624         3.0
  New Zealand (4.4%)
    New Zealand Government, 8% due 4/15/04 ...............   NZD           18,570,000     12,360,425         4.4
  Spain (2.3%)
    Spain Government, 10.5% due 10/30/03 .................   ESP          770,000,000      6,581,165         2.3
  Sweden (2.9%)
    Swedish Government, 8% due 8/15/07 ...................   SEK           54,800,000      8,163,505         2.9
  United Kingdom (4.4%)
    United Kingdom Treasury:
      9.5% due 4/18/05 ...................................   GBP            5,000,000      9,775,453         3.5
      7.25% due 12/7/07 ..................................   GBP            1,420,000      2,503,816         0.9
  United States (15.3%)
    United States Treasury:
      8% due 11/15/21{./} {z} ............................   USD           17,000,000     20,683,023         7.3
      6.125% due 8/15/07 .................................   USD            9,750,000      9,958,711         3.5
      6.375% due 8/15/27 .................................   USD            6,250,000      6,431,641         2.3
      6.625% due 5/15/07 .................................   USD            5,800,000      6,106,992         2.2
  Uruguay (1.0%)
    Republic of Uruguay, 7.875% due 7/15/27 -
     144A{./}{.} .........................................   USD            3,000,000      2,898,000         1.0
                                                                                        ------------
Total Government & Government Agency Obligations (cost
 $136,776,126) ...........................................                               139,038,658
                                                                                        ------------
Corporate Bonds (23.5%)
  Denmark (5.4%)
    Realkredit Bank, 7% due 10/1/29 ......................   DKK          104,000,000     15,287,266         5.4
  Germany (2.0%)
    Commerzbank O/S Financial, 8.5% due 5/13/02 ..........   NZD            5,340,000      3,467,559         1.2
    Kredit Fuer Wiederaufbau International Finance, 7.25%
     due 7/16/07 .........................................   AUD            3,100,000      2,304,569         0.8
  New Zealand (3.8%)
    Transpower Finance Ltd., 8% due 3/15/02 ..............   NZD           16,500,000     10,590,896         3.8
  South Africa (5.5%)
    Eskom, 11% due 6/1/08{./} ............................   ZAR           68,500,000     11,346,106         4.0
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F2
<PAGE>
                        GT GLOBAL GOVERNMENT INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Corporate Bonds (Continued)
    Transnet Ltd., 7.5% due 4/1/08 .......................   ZAR           28,140,000   $  3,612,816         1.3
    Development Bank of South Africa, due 12/31/27 .......   ZAR          124,000,000        580,042         0.2
  Tunisia (1.5%)
    Banque Centrals de Tunisie, 8.25% due 9/19/27 ........   USD            4,750,000      4,314,235         1.5
  United Kingdom (5.3%)
    SBC Jersey, 8.75% due 6/20/05 ........................   GBP            8,200,000     14,927,163         5.3
                                                                                        ------------
Total Corporate Bonds (cost $68,215,638) .................                                66,430,652
                                                                                        ------------
Mortgage Backed (12.0%)
  United States (12.0%)
    Federal National Mortgage Association:
      7.25% due 6/20/02 ..................................   NZD           15,050,000      9,421,474         3.3
      6.375% due 8/15/07 .................................   AUD            7,300,000      5,212,020         1.8
    Government National Mortgage Association:
      TBA Pool, 7% due 11/15/27{*} .......................   USD            8,725,000      8,774,078         3.1
      Pool #780515, 9.5% due 12/15/21 ....................   USD            5,026,270      5,475,493         1.9
    Federal Home Loan Mortgage Association Pool #E62449,
     8.5% due 3/1/10 .....................................   USD            2,595,424      2,769,195         1.0
    Salomon Brothers Mortgage Securities CMO, effective
     yield 6.0867% due 12/25/30 ..........................   USD            2,342,065      2,400,617         0.9
                                                                                        ------------
Total Mortgage Backed (cost $34,786,107) .................                                34,052,877
                                                                                        ------------       -----
 
TOTAL FIXED INCOME INVESTMENTS (cost $239,777,871) .......                               239,522,187        84.9
                                                                                        ------------       -----
<CAPTION>
 
                                                                         UNDERLYING        VALUE         % OF NET
OPTIONS                                                     CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
  Deutsche Marks Put Option, strike 1.7825, expires
   11/13/97
   (cost $80,102) ........................................   USD            4,840,000          3,896          --
                                                                                        ------------       -----
    CURRENCY OPTIONS
<CAPTION>
 
                                                                         PRINCIPAL         VALUE         % OF NET
SHORT-TERM INVESTMENTS                                      CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Government & Government Agency Obligations (14.9%)
  Egypt (1.1%)
    Egypt Treasury Bill, 0% due 11/25/97 .................   EGP           11,000,000      3,215,643         1.1
  Italy (7.1%)
    Italian Buoni Poliennali del Tesoro (BTPS), 10.5% due
     4/15/98 .............................................   ITL       33,520,000,000     20,073,397         7.1
  Mexico (1.6%)
    Mexican Cetes due 11/13/97 ...........................   MXN            3,732,000      4,445,773         1.6
  United Kingdom (5.1%)
    United Kingdom Treasury, 7.25% due 3/30/98 ...........   GBP            8,550,000     14,354,277         5.1
                                                                                        ------------
Total Government & Government Agency Obligations (cost
 $41,749,459) ............................................                                42,089,090
                                                                                        ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F3
<PAGE>
                        GT GLOBAL GOVERNMENT INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
SHORT-TERM INVESTMENTS                                      CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Commercial Paper - Discounted (3.1%)
  United States (3.1%)
    General Electric Capital Corp., effective yield 5.68%
     due 11/19/97 (cost $8,659,446){./} ..................   USD            8,725,000   $  8,659,446         3.1
                                                                                        ------------       -----
 
TOTAL SHORT-TERM INVESTMENTS (cost $50,408,905) ..........                                50,748,536        18.0
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $290,266,878)  * .................                               290,274,619       102.9
Other Assets and Liabilities .............................                                (8,165,141)       (2.9)
                                                                                        ------------       -----
 
NET ASSETS ...............................................                              $282,109,478       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
       {./}  All or part of the Fund's holdings in this security is segregated
             as collateral for when-issued securities or forward currency
             contracts. See Note 1 to the Financial Statements.
        {z}  All or part of the Fund's holdings in this security is segregated
             as collateral for written options. See Note 1 to the Financial
             Statements.
        {.}  Security exempt from registration under Rule 144A of the Securities
             Act of 1933. These securities may be resold in transactions exempt
             from registration, normally to qualified institutional buyers.
        {*}  Purchased on a forward commitment basis.
          *  For Federal income tax purposes, cost is $290,620,342 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $   5,885,779
                 Unrealized depreciation:            (6,231,502)
                                                  -------------
                 Net unrealized depreciation:     $    (345,723)
                                                  -------------
                                                  -------------
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                     WRITTEN OPTIONS CONTRACTS OUTSTANDING
                                OCTOBER 31, 1997
 
<TABLE>
<CAPTION>
                                            UNDERLYING     EXPIRATION  STRIKE      MARKET
PUT OPTIONS                                   AMOUNT         DATE     PRICE        VALUE
- ----------------------------------------  --------------   --------  --------  --------------
<S>                                       <C>              <C>       <C>       <C>
DEM.....................................     4,840,000     11/13/97   DEM1.82   $      (406)
                                                                                     ------
  Total outstanding written options
   (Premium received $44,673)...........                                               (406)
                                                                                     ------
                                                                                     ------
</TABLE>
 
- ----------------
See Note 1 to the financial statements.
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F4
<PAGE>
                        GT GLOBAL GOVERNMENT INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
                 FORWARD FOREIGN CURRENCY CONTRACTS OUTSTANDING
                                OCTOBER 31, 1997
<TABLE>
<CAPTION>
                                                                                 UNREALIZED
                                           MARKET VALUE    CONTRACT  DELIVERY   APPRECIATION
CONTRACTS TO BUY:                         (U.S. DOLLARS)    PRICE      DATE    (DEPRECIATION)
- ----------------------------------------  --------------   --------  --------  --------------
<S>                                       <C>              <C>       <C>       <C>
Australian Dollars......................      14,130,053    1.33485   11/6/97   $  (927,862)
Australian Dollars......................       2,108,963    1.37000   11/6/97       (80,812)
Australian Dollars......................       4,077,329    1.37155   11/6/97      (151,451)
Australian Dollars......................       8,168,717    1.36885   11/6/97      (320,158)
British Pounds..........................      17,545,780    0.62087    2/5/98       505,103
Canadian Dollars........................       1,412,149    1.37160   11/6/97       (38,712)
Danish Kroner...........................       5,263,096    6.67385   11/6/97        87,497
Deutsche Marks..........................       4,607,616    1.79770   11/6/97       187,616
Deutsche Marks..........................       7,647,020    1.72473   11/6/97         1,020
Deutsche Marks..........................       8,632,762    1.85468    2/5/98       650,345
Deutsche Marks..........................       9,831,529    1.86050    2/5/98       769,116
Deutsche Marks..........................       9,121,259    1.84900    2/5/98       661,259
Deutsche Marks..........................      10,320,977    1.82590    2/5/98       627,127
Deutsche Marks..........................      22,031,550    1.76970    2/5/98       681,550
Deutsche Marks..........................      15,399,073    1.74950    2/5/98       304,074
Deutsche Marks..........................       7,856,456    1.74980    2/5/98       156,456
Deutsche Marks..........................       7,924,376    1.74230    2/5/98       124,376
Italian Liras...........................       3,458,975   1,768.30000   2/5/98      138,837
Italian Liras...........................       8,545,464   1,747.52000   2/5/98      245,464
Italian Liras...........................       3,796,301   1,741.50000   2/5/98       96,301
Italian Liras...........................      15,238,110   1,732.32000   2/5/98      307,843
Italian Liras...........................       5,672,764   1,699.54000   2/5/98        7,399
Italian Liras...........................         996,994   1,697.70000   2/5/98          221
South African Rand......................         873,181    4.81550   11/6/97           997
Swedish Kronor..........................       8,468,638    7.57006   11/6/97        92,472
Swedish Kronor..........................       2,827,601    7.49385    2/5/98        11,645
                                          --------------                       --------------
  Total Contracts to Buy (Payable amount
   $201,819,010)........................     205,956,733                          4,137,723
                                          --------------                       --------------
THE VALUE OF CONTRACTS TO BUY AS
 PERCENTAGE OF NET ASSETS IS 73.01%.
 
<CAPTION>
 
CONTRACTS TO SELL:
- ----------------------------------------
<S>                                       <C>              <C>       <C>       <C>
Australian Dollars......................      35,852,373    1.34162   11/6/97     2,161,497
Australian Dollars......................       8,548,124    1.43055   11/6/97       (48,124)
British Pounds..........................       8,269,037    0.62724   11/6/97      (409,138)
British Pounds..........................       9,476,686    0.63291   11/6/97      (549,686)
British Pounds..........................       8,830,253    0.60165    2/5/98        19,747
Canadian Dollars........................       1,412,149    1.39136   11/6/97        36,705
Canadian Dollars........................       5,516,238    1.39136    2/5/98        43,762
Danish Kroner...........................       7,511,923    6.95000   11/6/97      (418,398)
Deutsche Marks..........................       4,699,886    1.83370   11/6/97      (279,886)
Deutsche Marks..........................       7,559,969    1.78347   11/6/97      (249,969)
Deutsche Marks..........................       8,548,334    1.71846    2/5/98       (17,440)
Deutsche Marks..........................       7,689,586    1.71600    2/5/98        (4,687)
Deutsche Marks..........................      57,287,100    1.71600    2/5/98       (34,920)
Deutsche Marks..........................      18,029,667    1.71800    2/5/98       (31,966)
Italian Lira............................      39,768,497   1,696.15000   2/5/98       27,512
New Zealand Dollars.....................      36,510,209    1.57878   11/6/97       638,701
South African Rand......................       8,879,420    4.83145  11/12/97       (39,420)
South African Rand......................       7,946,694    4.95150  11/28/97      (171,272)
Swedish Kronor..........................       4,273,847    7.94000   11/6/97      (243,620)
Swedish Kronor..........................       9,215,482    8.00000   11/6/97      (590,482)
                                          --------------                       --------------
  Total Contracts to Sell (Receivable
   amount $295,664,390).................     295,825,474                           (161,084)
                                          --------------                       --------------
THE VALUE OF CONTRACTS TO SELL AS
 PERCENTAGE OF NET ASSETS IS 104.86%.
  Total Open Forward Foreign Currency
   Contracts, Net.......................                                        $ 3,976,639
                                                                               --------------
                                                                               --------------
</TABLE>
 
- ----------------
See Note 1 to the financial statements.
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F5
<PAGE>
                          GLOBAL HIGH INCOME PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Government & Government Agency Obligations (53.2%)
  Argentina (5.2%)
    Republic of Argentina:
      Global Bond, 11% due 10/9/06 .......................   USD           11,919,000   $ 11,814,709         3.2
      Par Bond Series L, 5.50% due 3/31/23++ .............   USD            6,610,000      4,498,931         1.2
      Global Bond, 11.375% due 1/30/17 ...................   USD            3,048,000      2,910,840         0.8
  Brazil (2.1%)
    Republic of Brazil, Par Z-L Bond, 5.25% due
     4/15/24++ ...........................................   USD           11,384,000      7,527,670         2.1
  Bulgaria (5.1%)
    Republic of Bulgaria:
      Front Loaded Interest Reduction Bond Series A, 2.25%
       due 7/28/12++ .....................................   USD           18,357,000     10,004,565         2.7
      Interest Arrears Bond, 6.6875% due 7/28/11 -
       Euro+ .............................................   USD           13,522,000      8,882,264         2.4
  Costa Rica (1.7%)
    Banco Central de Costa Rica:
      Interest Bond Series A, 6.5391% due 5/21/05
       (effective maturity date 8/21/02)+ ................   USD            4,270,656      4,270,656         1.2
      Principal Bond Series A, 6.25% due 5/21/10 .........   USD            1,900,000      1,653,000         0.5
  Ecuador (2.1%)
    Republic of Ecuador Discount Bond, 6.6875% due 2/28/25
     - EURO+ .............................................   USD           11,069,000      7,775,973         2.1
  Mexico (11.7%)
    United Mexican States:
      Discount Bond Series D, 6.8125% due 12/31/19+ ......   USD           24,328,000     22,032,045         6.0
      Global Bond, 11.5 due 5/15/26 ......................   USD            7,290,000      7,873,200         2.2
      Global Bond, 9.875% due 1/15/07 ....................   USD            6,430,000      6,502,338         1.8
      Global Bond, 11.375% due 9/15/16 ...................   USD            5,793,000      6,162,304         1.7
  Nigeria (3.4%)
    Central Bank of Nigeria, Par Bond, 6.25% due
     11/15/20+/+ .........................................   USD           18,750,000     12,281,250         3.4
  Panama (3.4%)
    Republic of Panama, Interest Reduction Bond, 3.75% due
     7/17/14++ ...........................................   USD           17,850,000     12,550,781         3.4
  Peru (1.6%)
    Republic of Peru, Past Due Interest Bond, 4% due
     3/7/17 - 144A{.} ....................................   USD           10,086,000      5,749,020         1.6
  South Africa (5.0%)
    Republic of South Africa, 13% due 8/31/10{./} ........   ZAR           97,113,000     18,329,766         5.0
  United States (7.5%)
    United States Treasury:
      6.375% due 8/15/27 .................................   USD           15,337,000     15,782,732         4.3
      5.875% due 9/30/02{./} .............................   USD           11,747,000     11,811,242         3.2
  Uruguay (2.1%)
    Banco Central del Uruguay:
      Debt Conversion Bond Series B, 6.8125% due
       2/18/07+ ..........................................   USD            4,000,000      4,000,000         1.1
      Par Bond Series A, 6.75% due 2/19/21+/+ ............   USD            2,290,000      2,129,700         0.6
      Par Bond Series B, 6.75% due 2/19/21+/+ ............   USD            1,500,000      1,395,000         0.4
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F6
<PAGE>
                          GLOBAL HIGH INCOME PORTFOLIO
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Government & Government Agency Obligations (Continued)
  Venezuela (2.3%)
    Republic of Venezuela, Par Bond Series A, 6.75% due
     3/31/20+/+ ..........................................   USD           10,025,000   $  8,389,672         2.3
                                                                                        ------------
Total Government & Government Agency Obligations (cost
 $202,758,127) ...........................................                               194,327,658
                                                                                        ------------
Corporate Bonds (25.9%)
  Argentina (1.7%)
    Supermercados Norte, 10.875% due 2/9/04 - 144A{.} ....   USD            2,655,000      2,469,150         0.7
    Impsa Corp., 9.5% due 5/31/02 - 144A{.} ..............   USD            2,409,000      2,276,505         0.6
    Acindar Industrial Argentina, 11.25% due 2/15/04 .....   USD            1,497,000      1,482,030         0.4
  Brazil (0.6%)
    RBS Participacoes S.A., 11% due 4/1/07 - 144A{.} .....   USD            2,273,000      2,216,175         0.6
  Canada (0.8%)
    Pacalta Resources Ltd., 10.75% due 6/15/04 -
     144A{.} .............................................   USD            2,978,000      2,970,555         0.8
  China (2.9%)
    Panda Global Energy Co., 12.5% due 4/15/04 -
     144A{.} .............................................   USD            7,559,000      7,105,460         1.9
    Greater Beijing First, 9.5% due 6/15/07 - 144A{.} ....   USD            3,210,000      2,929,125         0.8
    Huaneng Power International PLC Convertible, 1.75% due
     5/21/04 .............................................   USD              790,000        743,390         0.2
  Dominican Republic (0.7%)
    Tricom S.A., 11.375% due 9/1/04 - 144A{.} ............   USD            2,628,000      2,601,720         0.7
  Hong Kong (1.1%)
    GS Superhighway Holdings, 9.875% due 8/15/04 -
     144A{.} .............................................   USD            2,434,000      2,281,875         0.6
    Road King Infrastructure, 9.5% due 7/15/07 -
     144A{.} .............................................   USD            2,100,000      1,958,250         0.5
  India (1.1%)
    Tata Electric Co., 8.5% due 8/19/17 - 144A{.} ........   USD            4,395,000      3,836,835         1.1
  Indonesia (3.9%)
    Polysindo International Finance, 8.9063%, due
     4/22/99 .............................................   IDR       27,500,000,000      5,114,793         1.4
    DGS International Finance Co., 10% due 6/1/07 -
     144A{.} .............................................   USD            4,961,000      4,564,120         1.3
    Tjiwi Kimia Financial Mauritius, 10% due 8/1/04 -
     144A{.} .............................................   USD            2,964,000      2,645,370         0.7
    Pratama Datakom Asia BV, 12.75% due 7/15/05 -
     144A{.} .............................................   USD            2,141,000      1,884,080         0.5
  Jamaica (1.1%)
    Mechala Group Jamaica Ltd.:
      12.75% due 12/30/99 - Series B .....................   USD            2,846,000      2,760,620         0.8
      12.75% due 12/30/99 - Reg S{c} .....................   USD            1,288,000      1,249,360         0.3
  Mexico (6.4%)
    Petroleos Mexicanos:
      9.5% due 9/15/27 - 144A{.} .........................   USD            8,768,000      8,044,640         2.2
      8.85% due 9/15/07 - 144A{.} ........................   USD            4,388,000      4,217,965         1.2
    Fideicomiso Petacalco Trust, 10.16% due 12/23/09 - Reg
     S{c} ................................................   USD            2,720,000      2,720,000         0.7
    TV Azteca, S.A. de C.V., 10.5% due 2/15/07 -
     144A{.} .............................................   USD            2,350,000      2,393,851         0.7
    Dine, S.A. de C.V., 8.75% due 10/15/07 - 144A{.} .....   USD            2,440,000      2,305,800         0.6
    Copamex Industrias S.A., 11.375% due 4/30/04 -
     144A{.} .............................................   USD            1,903,000      2,079,028         0.6
    Hylsa, S.A. de C.V., 9.25% due 9/15/07{.} ............   USD            1,560,000      1,497,600         0.4
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F7
<PAGE>
                          GLOBAL HIGH INCOME PORTFOLIO
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Corporate Bonds (Continued)
  Russia (1.3%)
    Lukinter Finance BV Convertible, 3.5% due 5/6/02 -
     144A{.} .............................................   USD            2,283,000   $  3,070,635         0.8
    Mosenergo Finance BV, 8.375% due 10/9/02 - 144A{.} ...   USD            2,184,000      1,921,920         0.5
  South Africa (4.3%)
    Eskom, 11% due 6/1/08 ................................   ZAR           94,900,000     15,718,912         4.3
                                                                                        ------------
Total Corporate Bonds (cost $103,242,812) ................                                95,059,764
                                                                                        ------------
Sovereign Debt (12.8%)
  Russia (12.8%)
    Bank for Foreign Economic Affairs (Vnesheconombank)
     Loan Agreement:
      Assignment ** -/- ..................................   USD           46,757,000     41,583,888        11.4
      Participation ** -/- ...............................   DEM            9,819,000      5,224,084         1.4
                                                                                        ------------
Total Sovereign Debt (cost $25,217,395) ..................                                46,807,972
                                                                                        ------------       -----
 
TOTAL FIXED INCOME INVESTMENTS (cost $331,218,334) .......                               336,195,394        91.9
                                                                                        ------------       -----
<CAPTION>
 
                                                                         UNDERLYING        VALUE         % OF NET
OPTIONS                                                     CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
  Federal Republic of Brazil Debt Conversion Bond, Call
   Option, strike 82.25, expires 1/12/98 (cost
   $1,032,750) ...........................................   USD           57,375,000        418,608         0.1
                                                                                        ------------       -----
    GOVERNMENT & GOVERNMENT AGENCY OBLIGATIONS
<CAPTION>
 
                                                                                           VALUE         % OF NET
REPURCHASE AGREEMENT                                                                      (NOTE 1)        ASSETS
- ----------------------------------------------------------                              ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
  Dated October 31, 1997, with State Street Bank & Trust
   Co., due November 3, 1997, for an effective yield of
   5.57% collateralized by $8,950,000 U.S. Treasury Bonds,
   8.875% due 8/15/17 (market value of collateral is
   $11,741,829, including accrued interest).
   (cost $11,510,781)  ...................................                                11,510,781         3.2
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $343,761,865)  * .................                               348,124,783        95.2
Other Assets and Liabilities .............................                                17,667,628         4.8
                                                                                        ------------       -----
 
NET ASSETS ...............................................                              $365,792,411       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
         **  Underlying loan agreement currently in default.
        {.}  Security exempt from registration under Rule 144A of the Securities
             Act of 1933. These securities may be resold in transactions exempt
             from registration, normally to qualified institutional buyers.
        {c}  Security issued under Regulation S. Rule 144A and additional
             restrictions may apply in the resale of such securities.
         ++  The coupon rate shown on step-up coupon bond represents the rate at
             period end.
          +  The coupon rate shown on floating rate note represents the rate at
             period end.
        +/+  Issued with detachable warrants or value recovery rights. The
             current market value of each warrant or right is zero.
       {./}  All or part of the Fund's holdings in this security is segregated
             as collateral for when-issued securities or forward currency
             contracts. See Note 1 to the Financial Statements.
          *  For Federal income tax purposes, cost is $343,911,253 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  26,533,602
                 Unrealized depreciation:           (22,320,072)
                                                  -------------
                 Net unrealized appreciation:     $   4,213,530
                                                  -------------
                                                  -------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F8
<PAGE>
                          GLOBAL HIGH INCOME PORTFOLIO
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
                 OUTSTANDING FORWARD FOREIGN CURRENCY CONTRACTS
                                OCTOBER 31, 1997
 
<TABLE>
<CAPTION>
                                                                                    UNREALIZED
                                           MARKET VALUE     CONTRACT    DELIVERY   APPRECIATION
CONTRACTS TO SELL:                        (U.S. DOLLARS)      PRICE       DATE    (DEPRECIATION)
- ----------------------------------------  --------------   -----------  --------  --------------
<S>                                       <C>              <C>          <C>       <C>
Deutsche Marks..........................     3,966,367         1.84950   11/6/97     $(268,070)
Indonesian Rupiah.......................    10,445,682     3,610.00000   11/5/97      (57,871)
South African Rand......................    24,288,532         5.04500   1/30/98     (535,715)
South African Rand......................       608,060         5.06350   1/30/98      (15,584)
                                          --------------                          --------------
  Total Contracts to Sell (Receivable
   amount $38,431,401)..................    39,308,641                               (877,240)
                                          --------------                          --------------
THE VALUE OF CONTRACTS TO SELL AS
 PERCENTAGE OF NET ASSETS IS 10.75%.
  Total Open Forward Foreign Currency
   Contracts............................                                             $(877,240)
                                                                                  --------------
                                                                                  --------------
</TABLE>
 
- ----------------
See Note 1 to the financial statements.
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F9
<PAGE>
                        GT GLOBAL STRATEGIC INCOME FUND
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Government & Government Agency Obligations (65.6%)
  Argentina (2.0%)
    Republic of Argentina:
      Global Bond, 11% due 10/9/06 .......................   USD            5,618,000   $  5,568,843         1.3
      Global Bond, 11.375% due 1/30/17 ...................   USD            3,177,000      3,034,035         0.7
      Par Bond Series L, 5.5% due 3/31/23++ ..............   USD               95,000         64,659          --
  Australia (2.3%)
    Commonwealth of Australia, 7.5% due 9/15/09 ..........   AUD           12,500,000      9,869,508         2.3
  Brazil (0.9%)
    Republic of Brazil, Par Z-L Bond, 5.25% due
     4/15/24{./} ++ ......................................   USD            5,856,000      3,872,280         0.9
  Bulgaria (2.0%)
    Republic of Bulgaria:
      Interest Arrears Bond, 6.6875% due 7/28/11 -
       Euro{./} + ........................................   USD            6,486,000      4,260,491         1.0
      Front Loaded Interest Reduction Bond Series A, 2.25%
       due 7/28/12{./} ++ ................................   USD            7,396,000      4,030,820         1.0
  Canada (2.2%)
    Canadian Government, 8.75% due 12/1/05 ...............   CAD           10,500,000      9,075,362         2.2
  Colombia (0.6%)
    Republic of Colombia, 8.7% due 2/15/16 ...............   USD            2,538,000      2,480,895         0.6
  Costa Rica (0.9%)
    Banco Central de Costa Rica:
      Interest Bond Series A, 6.5391% due 5/21/05
       (effective maturity date 8/21/02)+ ................   USD            1,918,176      1,918,176         0.5
      Principal Bond Series A, 6.25% due 5/21/10 .........   USD            1,900,000      1,653,000         0.4
  Ecuador (0.9%)
    Discount Bond, 6.6875% due 2/28/25 - Euro+ ...........   USD            5,485,000      3,853,213         0.9
  France (1.9%)
    France O.A.T., 7.25% due 4/25/06 .....................   FRF           40,000,000      7,779,107         1.9
  Germany (11.0%)
    Deutschland Republic:
      6% due 1/5/06 ......................................   DEM           35,500,000     21,219,716         5.0
      8.25% due 9/20/01 ..................................   DEM           24,000,000     15,532,850         3.7
    Treuhandanstalt, 7.125% due 1/29/03 ..................   DEM           15,000,000      9,474,050         2.3
  Italy (4.3%)
    Italian Buoni Poliennali del Tesoro (BTPS):
      9.5% due 2/1/99 ....................................   ITL       18,000,000,000     11,092,869         2.6
    Italian Government, 7.25% due 11/1/26 ................   ITL       11,000,000,000      6,968,020         1.7
  Mexico (5.8%)
    United Mexican States:
      Discount Bond Series A, 6.6925% due 12/31/19+
       +/+ ...............................................   USD           10,849,000      9,825,126         2.3
      Global Bond, 11.5% due 5/15/26 .....................   USD            7,755,000      8,375,400         2.0
      Global Bond, 9.875% due 1/15/07 ....................   USD            3,045,000      3,079,256         0.7
      Global Bond, 11.375% due 9/15/16 ...................   USD            2,744,000      2,918,930         0.7
      Discount Bond Series D, 6.8125% due 12/31/19+ ......   USD              672,000        608,580         0.1
  Netherlands (1.5%)
    Netherlands Government Bond, 5.75% due 2/15/07 .......   NLG           12,000,000      6,260,896         1.5
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F10
<PAGE>
                        GT GLOBAL STRATEGIC INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Government & Government Agency Obligations (Continued)
  New Zealand (1.9%)
    New Zealand Government, 8% due 4/15/04 ...............   NZD           12,000,000   $  7,987,351         1.9
  Nigeria (1.7%)
    Central Bank of Nigeria, Par Bond, 6.25% due
     11/15/20{./} +/+ ....................................   USD           11,000,000      7,205,000         1.7
  Panama (3.6%)
    Republic of Panama:
      Interest Reduction Bond, 3.75% due 7/17/14++ .......   USD           16,705,000     11,745,703         2.8
      7.875% due 2/13/02 - 144A{.} .......................   USD            3,360,000      3,200,400         0.8
  Peru (0.6%)
    Republic of Peru, Past Due Interest Bond, 4% due
     3/7/17 - 144A++ {.} .................................   USD            4,776,000      2,722,320         0.6
  South Africa (2.2%)
    Republic of South Africa, 13% due 8/31/10 ............   ZAR           48,561,000      9,165,732         2.2
  Spain (2.0%)
    Spain Government, 10.5% due 10/30/03 .................   ESP        1,000,000,000      8,546,967         2.0
  Sweden (1.3%)
    Swedish Government, 8% due 8/15/07 ...................   SEK           37,000,000      5,511,856         1.3
  United Kingdom (6.6%)
    United Kingdom Treasury, 7% due 6/7/02 ...............   GBP           11,900,000     20,234,192         4.8
    United Kingdom Conversion, 9.5% due 4/18/05 ..........   GBP            3,800,000      7,429,344         1.8
  United States (8.1%)
    United States Treasury:
      5.875% due 9/30/02{./} .............................   USD           12,865,000     12,935,356         3.1
      6.875% due 8/15/25{./} {z} .........................   USD            8,000,000      8,686,250         2.1
      6.375% due 8/15/27 .................................   USD            8,293,000      8,534,015         2.0
      6.50% due 10/15/06{z} ..............................   USD            3,500,000      3,639,111         0.9
  Uruguay (0.3%)
    Banco Central del Uruguay, Par Bond Series A, 6.75%
     due2/19/21{./} +/ + .................................   USD            1,370,000      1,274,100         0.3
  Venezuela (1.0%)
    Republic of Venezuela:
      Par Bond Series A, 6.75% due 3/31/20{./} +/+ .......   USD            4,880,000      4,083,950         1.0
                                                                                        ------------
Total Government & Government Agency Obligations (cost
 $281,695,109) ...........................................                               275,717,729
                                                                                        ------------
Corporate Bonds (10.5%)
  Argentina (0.5%)
    Impsa Corp., 9.5% due 5/31/02 - 144A{.} ..............   USD            1,377,000      1,301,265         0.3
    Acindar Industrial Argentina, 11.25% due 2/15/04 .....   USD              816,000        807,840         0.2
  Brazil (0.3%)
    RBS Participacoes S.A., 11% due 4/1/07 - 144A{.} .....   USD            1,278,000      1,246,050         0.3
  China (1.1%)
    Panda Global Energy Co., 12.5% due 4/15/04 -
     144A{.} .............................................   USD            3,145,000      2,956,300         0.7
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F11
<PAGE>
                        GT GLOBAL STRATEGIC INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Corporate Bonds (Continued)
    Greater Beijing First, 9.5% due 6/15/07 - 144A{.} ....   USD            1,720,000   $  1,569,500         0.4
  Denmark (1.0%)
    Realkredit Danmark, 6% due 10/1/26 ...................   DKK           30,000,000      4,226,028         1.0
  Dominican Republic (0.3%)
    Tricom S.A., 11.375% due 9/1/04 - 144A{.} ............   USD            1,294,000      1,281,060         0.3
  Ecuador (0.4%)
    Pacalta Resources Ltd., 10.75% due 6/15/04 -
     144A{.} .............................................   USD            1,601,000      1,596,998         0.4
  Hong Kong (0.5%)
    GS Superhighway Holdings, 9.875% due 8/15/04 -
     144A{.} .............................................   USD            1,210,000      1,134,375         0.3
    Road King Infrastructure, 9.5% due 7/15/07 -
     144A{.} .............................................   USD            1,100,000      1,025,750         0.2
  India (0.4%)
    Tata Electric Co., 8.5% due 8/19/17 - 144A{.} ........   USD            2,151,000      1,877,823         0.4
  Indonesia (1.1%)
    DGS International Finance Co., 10% due 6/1/07 -
     144A{.} .............................................   USD            2,717,000      2,499,640         0.6
    Tjiwi Kimia Financial Mauritius, 10% due 8/1/04 -
     144A{.} .............................................   USD            1,471,000      1,312,868         0.3
    Pratama Datakom Asia BV, 12.75% due 7/15/05 -
     144A{.} .............................................   USD            1,134,000        997,920         0.2
  Jamaica (0.2%)
    Mechala Group Jamaica, 12.75% due 12/30/99 - Reg
     S{c} ................................................   USD              719,000        697,430         0.2
  Mexico (2.5%)
    Petroleos Mexicanos:
      9.5% due 9/15/27 - 144A{.} .........................   USD            4,224,000      3,875,520         0.9
      8.85% due 9/15/07 - 144A{.} ........................   USD            2,108,000      2,026,315         0.5
    TV Azteca, S.A. de C.V., 10.5% due 2/15/07 -
     144A{.} .............................................   USD            1,300,000      1,324,258         0.3
    Copamex Industrias S.A., 11.375% due 4/30/04 -
     144A{.} .............................................   USD            1,134,000      1,238,895         0.3
    Dine, S.A. de C.V., 8.75% due 10/15/07 - 144A{.} .....   USD            1,140,000      1,077,300         0.3
    Hylsa, S.A. de C.V., 9.25% due 9/15/07{.} ............   USD              760,000        729,600         0.2
  Russia (0.7%)
    Lukinter Finance BV Convertible, 3.5% due 5/6/02 -
     144A{.} .............................................   USD            1,526,000      2,052,470         0.5
    Mosenergo Finance BV, 8.375% due 10/9/02 - 144A{.} ...   USD            1,040,000        915,200         0.2
  South Africa (0.2%)
    Eskom, 11% due 6/1/08 ................................   ZAR            6,175,000      1,022,806         0.2
  United States (1.3%)
    Chase Manhattan Corp., 6.25% due 1/15/06{z} ..........   USD            2,835,000      2,774,864         0.7
    General Motors Acceptance Corp., 6.625% due
     10/15/05 ............................................   USD            2,700,000      2,719,405         0.6
                                                                                        ------------
Total Corporate Bonds (cost $45,203,836) .................                                44,287,480
                                                                                        ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F12
<PAGE>
                        GT GLOBAL STRATEGIC INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Mortgage Backed (9.9%)
  United States (9.9%)
    Government National Mortgage Association TBA Pass Thru
     Pool, 6.5% due11/15/27{*} ...........................   USD           28,000,000   $ 27,693,764         6.6
    Federal National Mortgage Association Pool:
      #313439, 7% due 3/1/04 .............................   USD            9,718,752      9,837,204         2.3
      7.25% due 6/20/02{./} ..............................   NZD            7,000,000      4,382,081         1.0
                                                                                        ------------
Total Mortgage Backed (cost $42,198,154) .................                                41,913,049
                                                                                        ------------
Sovereign Debt (7.3%)
  Russia (7.3%)
    Bank for Foreign Economic Affairs (Vnesheconombank)
     Loan Agreement:
      Assignment ** -/- ..................................   USD           31,585,000     28,090,723         6.7
      Participation ** -/- ...............................   DEM            4,566,000      2,429,287         0.6
                                                                                        ------------
Total Sovereign Debt (cost $16,899,775) ..................                                30,520,010
                                                                                        ------------       -----
 
TOTAL FIXED INCOME INVESTMENTS (cost $385,996,874) .......                               392,438,268        93.3
                                                                                        ------------       -----
<CAPTION>
 
                                                                         UNDERLYING        VALUE         % OF NET
OPTIONS                                                     CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
  Federal Republic of Brazil Debt Conversion Bond, Call
   Option, strike 82.25, expires 1/12/98 (cost
   $567,036) .............................................   USD           31,502,000        229,839         0.1
                                                                                        ------------       -----
    GOVERNMENT & GOVERNMENT AGENCY OBLIGATIONS
<CAPTION>
 
                                                                         PRINCIPAL         VALUE         % OF NET
SHORT-TERM INVESTMENTS                                      CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Commercial Paper - Discounted (6.6%)
  United States (6.6%)
    Ford Motor Credit Corp., effective yield 5.50%, due
     11/19/97{./} ........................................   USD           19,000,000     18,947,940         4.5
    General Electric Capital Corp., effective yield 5.50%,
     due 11/19/97{./ } ...................................   USD            9,000,000      8,975,340         2.1
                                                                                        ------------
Total Commercial Paper - Discounted (cost $27,923,280) ...                                27,923,280
                                                                                        ------------       -----
 
TOTAL SHORT-TERM INVESTMENTS (cost $27,923,280) ..........                              $ 27,923,280         6.6
                                                                                        ------------       -----
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F13
<PAGE>
                        GT GLOBAL STRATEGIC INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
REPURCHASE AGREEMENT                                                                      (NOTE 1)        ASSETS
- ----------------------------------------------------------                              ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
  Dated October 31, 1997, with State Street Bank & Trust
   Co., due November 3, 1997, for an effective yield of
   5.57%, collateralized by $7,860,000 U.S. Treasury
   Bonds, 8.875% due 8/15/17 (market value of collateral
   is $10,311,818, including accrued interest).
   (cost $10,107,564)  ...................................                              $ 10,107,564         2.4
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $424,594,754)  * .................                               430,698,951       102.4
Other Assets and Liabilities .............................                               (10,075,156)       (2.4)
                                                                                        ------------       -----
 
NET ASSETS ...............................................                              $420,623,795       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
         **  Underlying loan agreement currently in default.
        {.}  Security exempt from registration under Rule 144A of the Securities
             Act of 1933. These securities may be resold in transactions exempt
             from registration, normally to qualified institutional buyers.
        {c}  Security issued under Regulation S. Rule 144A and additional
             restrictions may apply in the resale of such securities.
        {z}  All or part of the Fund's holdings in this security is segregated
             as collateral for written futures. See Note 1 to the Financial
             Statements.
         ++  The coupon rate shown on step-up coupon bond represents the rate at
             period end.
       {./}  All or part of the Fund's holdings in this security is segregated
             as collateral for when-issued securities or forward currency
             contracts. See Note 1 to the Financial Statements.
          +  The coupon rate shown on floating rate note represents the rate at
             period end.
        +/+  Issued with detachable warrants or value recovery rights. The
             current market value of each warrant or right is zero.
        {*}  Purchased on a forward commitment basis.
          *  For Federal income tax purposes, cost is $425,319,173 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  21,044,316
                 Unrealized depreciation:           (15,664,538)
                                                  -------------
                 Net unrealized appreciation:     $   5,379,778
                                                  -------------
                                                  -------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F14
<PAGE>
                        GT GLOBAL STRATEGIC INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
                 FORWARD FOREIGN CURRENCY CONTRACTS OUTSTANDING
                                OCTOBER 31, 1997
<TABLE>
<CAPTION>
                                          MARKET VALUE                           UNREALIZED
                                             (U.S.       CONTRACT    DELIVERY   APPRECIATION
CONTRACTS TO BUY:                           DOLLARS)       PRICE       DATE    (DEPRECIATION)
- ----------------------------------------  ------------  -----------  --------  --------------
<S>                                       <C>           <C>          <C>       <C>
Australian Dollars......................     3,022,847      1.37155   11/6/97    $(112,283)
British Pounds..........................    16,534,161      0.62123    2/5/98      485,452
British Pounds..........................    11,608,739      0.60397    2/5/98       18,839
Danish Kroner...........................     7,886,019      6.86340    2/5/98      382,449
Deutsche Marks..........................    25,918,384      1.77087    2/5/98      818,384
Deutsche Marks..........................    24,380,246      1.81000    2/5/98    1,280,246
Deutsche Marks..........................    11,573,533      1.74950    2/5/98      228,533
Deutsche Marks..........................     5,831,060      1.70250    2/5/98      (42,655)
Deutsche Marks..........................     4,932,669      1.82070    2/5/98      286,489
Deutsche Marks..........................     3,702,605      1.77285    2/5/98      120,916
Italian Liras...........................     6,451,334  1,697.68000    2/5/98        1,355
Italian Liras...........................     3,240,396  1,766.50000    2/5/98      126,895
Netherland Guilders.....................     6,358,320      1.97453    2/5/98      144,185
Spanish Pasetas.........................     8,955,096    148.86800    2/5/98      222,526
                                          ------------                         --------------
  Total Contracts to Buy (Payable amount
   $136,434,078)........................   140,395,409                           3,961,331
                                          ------------                         --------------
THE VALUE OF CONTRACTS TO BUY AS
 PERCENTAGE OF NET ASSETS IS 33.38%.
 
<CAPTION>
 
CONTRACTS TO SELL:
- ----------------------------------------
<S>                                       <C>           <C>          <C>       <C>
Australian Dollars......................     7,838,313      1.44611   11/6/97     (127,976)
Australian Dollars......................     4,674,868      1.36032   11/6/97      213,680
British Pounds..........................    11,858,437      0.61312   11/6/97     (327,267)
British Pounds..........................     4,864,140      0.63386   11/6/97     (289,013)
British Pounds..........................    11,724,826      0.62274    2/5/98     (371,820)
Canadian Dollars........................     1,774,056      1.38250   11/6/97       34,262
Danish Kroner...........................     7,847,141      6.95000   11/6/97     (437,069)
Deutsche Marks..........................    44,512,909      1.71600    2/5/98      (27,133)
Deutsche Marks..........................    16,981,429      1.72000    2/5/98      (49,819)
Deutsche Marks..........................    15,337,714      1.71800    2/5/98      (27,194)
Deutsche Marks..........................     3,280,903      1.71600    2/5/98       (2,000)
Italian Lira............................     9,691,730  1,696.15000    2/5/98        6,705
Netherland Guilders.....................     6,321,484      2.05140   11/6/97     (340,203)
New Zealand Dollars.....................    12,132,719      1.57878   11/6/97      212,247
South African Rand......................     7,285,042      5.04500   1/30/98     (160,681)
Spanish Pesetas.........................     8,939,623    154.70000   11/6/97     (536,262)
                                          ------------                         --------------
  Total Contracts to Sell (Receivable
   amount $172,835,791).................   175,065,334                          (2,229,543)
                                          ------------                         --------------
THE VALUE OF CONTRACTS TO SELL AS
 PERCENTAGE OF NET ASSETS IS 41.62%.
  Total Open Forward Foreign Currency
   Contracts, Net.......................                                         $1,731,788
                                                                               --------------
                                                                               --------------
</TABLE>
 
- --------------
See Note 1 to the financial statements.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                     WRITTEN FUTURES CONTRACTS OUTSTANDING
                                OCTOBER 31, 1997
 
<TABLE>
<CAPTION>
                                           MATURITY     NO. OF                  MARKET
DESCRIPTION                                  DATE      CONTRACTS   CURRENCY     VALUE
- ----------------------------------------  ----------   ---------   --------   ----------
<S>                                       <C>          <C>         <C>        <C>
U.S. 10-Year Bond Future (face
 $8,849,548)............................    12/19/97      80         USD      $8,902,400
</TABLE>
 
- ----------------
See Note 1 to the financial statements.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F15
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
                              STATEMENTS OF ASSETS
                                 AND LIABILITIES
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                               GT GLOBAL
                                                                                  ------------------------------------
                                                                                                  HIGH
                                                                                                 INCOME
                                                                                  GOVERNMENT      FUND-     STRATEGIC
                                                                                    INCOME     CONSOLIDATED   INCOME
                                                                                     FUND       (NOTE 1)       FUND
                                                                                  -----------  -----------  ----------
<S>                                                                               <C>          <C>          <C>
Assets:
  Investments in securities, at value (cost $290,266,878; $343,761,865; and
   $424,594,754, respectively) (Note 1).........................................  $290,274,619 3$48,124,783 $430,698,951
  U.S. currency.................................................................           63     598,195      906,033
  Foreign Currencies (Cost $562,392; $2,793,297; and $740,247, respectively)....      572,795   2,785,516      734,313
  Interest receivable...........................................................    5,620,712   6,748,730    7,672,126
  Receivable for Fund shares sold...............................................    1,790,045     757,060      523,422
  Receivable for open forward foreign currency contracts (Note 1)...............    3,976,639          --    1,731,788
  Receivable for securities sold................................................   12,795,967  21,411,490   16,967,090
  Miscellaneous receivable......................................................           --      17,246      105,000
                                                                                  -----------  -----------  ----------
    Total assets................................................................  315,030,840  380,443,020  459,338,723
                                                                                  -----------  -----------  ----------
Liabilities:
  Payable for custodian fees (Note 1)...........................................       13,985      19,132       31,825
  Payable for Directors' and Trustees' fees and expenses (Note 2)...............        7,943      10,881        5,472
  Payable for forward foreign currency contracts -- closed (Note 1).............    6,013,174          --    3,799,153
  Payable for fund accounting fees (Note 2).....................................        6,285       9,778        9,847
  Payable for Fund shares repurchased (Note 2)..................................   13,090,101   3,038,650    1,446,639
  Payable for investment management and administration fees (Note 2)............      177,596     341,976      278,408
  Payable for loan outstanding (Note 1).........................................    4,451,000          --           --
  Payable for open forward foreign currency contracts (Note 1)..................           --     877,240           --
  Payable for printing and postage expenses.....................................      109,344      79,859       85,448
  Payable for professional fees.................................................       37,427      52,845       28,107
  Payable for registration and filing fees......................................       16,015       5,502       14,782
  Payable for securities purchased..............................................    8,707,277   9,848,640   32,628,138
  Payable for service and distribution expenses (Note 2)........................      160,788     285,897      310,485
  Payable for transfer agent fees (Note 2)......................................      121,280      60,286       63,713
  Payable for variation margin..................................................           --          --        5,000
  Payable for written options, at value.........................................          406          --           --
  Other accrued expenses........................................................        8,741      19,823        7,911
                                                                                  -----------  -----------  ----------
    Total liabilities...........................................................   32,921,362  14,650,509   38,714,928
    Minority interest (Notes 1 & 2).............................................           --         100           --
                                                                                  -----------  -----------  ----------
Net assets......................................................................  $282,109,478 3$65,792,411 $420,623,795
                                                                                  -----------  -----------  ----------
                                                                                  -----------  -----------  ----------
Class A:
Net asset value and offering price per share ($154,272,250 DIVIDED BY
 17,888,878; $133,972,818 DIVIDED BY 8,609,881; and $138,714,970 DIVIDED BY
 11,557,042 shares outstanding, respectively)...................................  $      8.62   $   15.56   $    12.00
                                                                                  -----------  -----------  ----------
                                                                                  -----------  -----------  ----------
Maximum offering price per share (100/95.25 of $8.62; 100/95.25 of $15.56; and
 100/95.25 of $12.00, respectively) *...........................................  $      9.05   $   16.34   $    12.60
                                                                                  -----------  -----------  ----------
                                                                                  -----------  -----------  ----------
Class B:+
Net asset value and offering price per share ($127,721,696 DIVIDED BY
 14,819,308; $228,100,869 DIVIDED BY 14,675,701; and $281,375,602 DIVIDED BY
 23,423,332 shares outstanding, respectively)...................................  $      8.62   $   15.54   $    12.01
                                                                                  -----------  -----------  ----------
                                                                                  -----------  -----------  ----------
Advisor Class:
Net asset value, offering price per share, and redemption price per share
 ($115,532 DIVIDED BY 13,411; $3,718,724 DIVIDED BY 239,667; and $533,223
 DIVIDED BY 44,355 shares outstanding, respectively)............................  $      8.61   $   15.52   $    12.02
                                                                                  -----------  -----------  ----------
                                                                                  -----------  -----------  ----------
Net assets consist of:
  Paid in capital (Note 4)......................................................  $424,806,101 2$94,116,233 $485,352,425
  Undistributed net investment income/(distribution in excess of income)........           --     303,600   (3,351,006)
  Accumulated net realized gain (loss) on investments...........................  (146,657,834) 67,929,136  (69,137,537)
  Net unrealized appreciation (depreciation) on translation of assets and
   liabilities in foreign currencies............................................    3,909,203    (919,476)   1,745,551
  Net unrealized appreciation of investments....................................       52,008   4,362,918    6,014,362
                                                                                  -----------  -----------  ----------
Total -- representing net assets applicable to capital shares outstanding.......  $282,109,478 3$65,792,411 $420,623,795
                                                                                  -----------  -----------  ----------
                                                                                  -----------  -----------  ----------
<FN>
- ----------------
    * On sales of $50,000 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.
 
                                      F16
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
                            STATEMENTS OF OPERATIONS
 
                          Year ended October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                  GT GLOBAL
                                                                    -------------------------------------
                                                                                    HIGH
                                                                                   INCOME
                                                                    GOVERNMENT      FUND-      STRATEGIC
                                                                      INCOME     CONSOLIDATED   INCOME
                                                                       FUND       (NOTE 1)       FUND
                                                                    -----------  -----------  -----------
<S>                                                                 <C>          <C>          <C>
Investment income:
  Interest income.................................................  $24,435,113  $40,562,334  $36,075,707
  Other income....................................................       51,190           --       26,003
                                                                    -----------  -----------  -----------
    Total investment income.......................................   24,486,303   40,562,334   36,101,710
                                                                    -----------  -----------  -----------
Expenses:
  Investment management and administration fees (Note 2)..........    2,403,043    4,107,638    3,474,804
  Amortization of organization costs (Note 1).....................           --       34,678           --
  Custodian Fees (Note 1).........................................      203,911      182,500      256,523
  Directors' and Trustees' fees and expenses (Note 2).............       14,600       19,345       13,962
  Fund accounting fees (Note 2)...................................       85,149      116,607      123,309
  Printing and postage expenses...................................      131,035       88,337      144,457
  Professional fees...............................................       79,570      119,674       81,841
  Registration and filing fees (Note 1)...........................       52,925       68,590       44,726
  Service and distribution expenses: (Note 2)
    Class A.......................................................      672,237      605,133      560,886
    Class B.......................................................    1,392,802    2,653,190    3,185,408
  Transfer agent fees (Note 2)....................................      734,235      676,490      831,440
  Other expenses (Note 1).........................................      132,382      187,152      264,542
                                                                    -----------  -----------  -----------
    Total expenses before reductions..............................    5,901,889    8,859,334    8,981,898
                                                                    -----------  -----------  -----------
    Expense reductions (Note 1)...................................     (543,589)    (234,784)    (460,682)
                                                                    -----------  -----------  -----------
  Total net expenses..............................................    5,358,300    8,624,550    8,521,216
                                                                    -----------  -----------  -----------
Net investment income.............................................   19,128,003   31,937,784   27,580,494
                                                                    -----------  -----------  -----------
Net realized and unrealized gain (loss) on investments: (Note 1)
  Net realized gain (loss) on investments.........................   (6,424,453)  65,778,885   35,321,536
  Net realized gain on foreign currency transactions..............    6,670,567    3,923,861    4,176,477
                                                                    -----------  -----------  -----------
    Net realized gain during the year.............................      246,114   69,702,746   39,498,013
                                                                    -----------  -----------  -----------
  Net change in unrealized appreciation(depreciation) on
   translation of assets and liabilities in foreign currencies....    5,553,094   (1,099,793)   2,627,595
  Net change in unrealized appreciation of investments............  (11,452,067) (36,470,606) (26,190,807)
                                                                    -----------  -----------  -----------
    Net unrealized depreciation during the year...................   (5,898,973) (37,570,399) (23,563,212)
                                                                    -----------  -----------  -----------
Net realized and unrealized gain (loss) on investments and foreign
 currencies.......................................................   (5,652,859)  32,132,347   15,934,801
                                                                    -----------  -----------  -----------
Net increase in net assets resulting from operations..............  $13,475,144  $64,070,131  $43,515,295
                                                                    -----------  -----------  -----------
                                                                    -----------  -----------  -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F17
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
                      STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<S>                                       <C>          <C>          <C>          <C>          <C>          <C>
- --------------------------------------------------------------------------------
 
<CAPTION>
<S>                                       <C>          <C>          <C>          <C>          <C>          <C>
<CAPTION>
                                                                           GT GLOBAL
                                          ----------------------------------------------------------------------------
                                                                          HIGH INCOME
                                           GOVERNMENT INCOME FUND      FUND-CONSOLIDATED       STRATEGIC INCOME FUND
                                          ------------------------  ------------------------  ------------------------
                                          YEAR ENDED   YEAR ENDED   YEAR ENDED   YEAR ENDED   YEAR ENDED   YEAR ENDED
                                          OCTOBER 31,  OCTOBER 31,  OCTOBER 31,  OCTOBER 31,  OCTOBER 31,  OCTOBER 31,
                                             1997         1996         1997         1996         1997         1996
                                          -----------  -----------  -----------  -----------  -----------  -----------
<S>                                       <C>          <C>          <C>          <C>          <C>          <C>
Increase (decrease) in net assets
Operations:
  Net investment income.................  $19,128,003  $31,802,934  $31,937,784  $37,117,017  $27,580,494  $40,286,756
  Net realized gain (loss) on
   investments and foreign currency
   transactions.........................      246,114   (1,896,895)  69,702,746   62,517,472   39,498,013   36,675,981
  Net change in unrealized appreciation
   (depreciation) on translation of
   assets and liabilities in foreign
   currencies...........................    5,553,094    2,319,205   (1,099,793)     174,082    2,627,595    1,913,734
  Net change in unrealized appreciation
   (depreciation) of investments........  (11,452,067)  (1,121,083) (36,470,606)  31,730,913  (26,190,807)  27,794,834
                                          -----------  -----------  -----------  -----------  -----------  -----------
    Net increase in net assets resulting
     from operations....................   13,475,144   31,104,161   64,070,131  131,539,484   43,515,295  106,671,305
                                          -----------  -----------  -----------  -----------  -----------  -----------
Class A:
Distributions to shareholders: (Note 1)
  From net investment income............   (6,827,721) (15,504,590) (12,555,399) (13,418,057) (10,228,265) (12,520,881)
  From net realized gain on
   investments..........................           --   (8,183,323)  (2,751,509)  (1,230,117)          --           --
  In excess of net investment income....   (4,449,488)          --           --           --     (775,601)  (1,097,884)
Class B:
Distributions to shareholders: (Note 1)
  From net investment income............   (4,503,257)  (9,165,193) (17,789,317) (18,753,394) (18,434,103) (22,200,673)
  From net realized gain on
   investments..........................           --   (5,303,358)  (3,911,565)  (1,719,241)          --           --
  In excess of net investment income....   (2,934,682)          --           --           --   (1,397,843)  (1,946,649)
Advisor Class:
Distributions to shareholders: (Note 1)
  From net investment income............       (4,070)      (7,915)  (1,289,469)    (505,715)     (43,148)     (46,547)
  From net realized gain on
   investments..........................           --       (2,893)    (264,339)     (46,362)          --           --
  In excess of net investment income....       (2,653)          --           --           --       (3,272)      (4,081)
                                          -----------  -----------  -----------  -----------  -----------  -----------
    Total distributions.................  (18,721,871) (38,167,272) (38,561,598) (35,672,886) (30,882,232) (37,816,715)
                                          -----------  -----------  -----------  -----------  -----------  -----------
Capital share transactions: (Note 4)
  Increase from capital shares sold and
   reinvested...........................  667,541,828  386,482,407  561,523,639  583,133,415  335,031,026  335,665,174
  Decrease from capital shares
   repurchased..........................  (787,794,141) (592,826,606) (665,858,246) (592,743,855) (445,823,540) (432,196,117)
                                          -----------  -----------  -----------  -----------  -----------  -----------
    Net decrease from capital share
     transactions.......................  (120,252,313) (206,344,199) (104,334,607)  (9,610,440) (110,792,514) (96,530,943)
                                          -----------  -----------  -----------  -----------  -----------  -----------
Total increase (decrease) in net
 assets.................................  (125,499,040) (213,407,310) (78,826,074)  86,256,158 (98,159,451) (27,676,353)
Net assets:
  Beginning of year.....................  407,608,518  621,015,828  444,618,485  358,362,327  518,783,246  546,459,599
                                          -----------  -----------  -----------  -----------  -----------  -----------
  End of year  *........................  $282,109,478 $407,608,518 $365,792,411 $444,618,485 $420,623,795 $518,783,246
                                          -----------  -----------  -----------  -----------  -----------  -----------
                                          -----------  -----------  -----------  -----------  -----------  -----------
 * Includes undistributed (distributions
   in excess of) net investment income..  $        --  $   364,918  $   303,600  $        --  $(3,351,006) $        --
                                          -----------  -----------  -----------  -----------  -----------  -----------
                                          -----------  -----------  -----------  -----------  -----------  -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F18
<PAGE>
                        GT GLOBAL GOVERNMENT INCOME FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each 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 OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (D)    1996 (D)    1995 (D)    1994 (D)    1993 (D)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $    8.74   $    8.81   $    8.63   $   11.07   $    9.83
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income.................       0.52        0.57        0.62        0.65        0.74
  Net realized and unrealized gain
   (loss) on investments................      (0.13)       0.03        0.15       (1.52)       1.34
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       0.39        0.60        0.77       (0.87)       2.08
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............      (0.31)      (0.57)      (0.59)      (0.65)      (0.74)
  From net realized gain on
   investments..........................         --       (0.10)         --       (0.27)         --
  In excess of net investment income....      (0.20)         --          --          --          --
  In excess of net realized gain on
   investments..........................         --          --          --       (0.55)         --
  Return of capital.....................         --          --          --       (0.10)         --
  From sources other than net investment
   income...............................         --          --          --          --       (0.10)
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (0.51)      (0.67)      (0.59)      (1.57)      (0.84)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $    8.62   $    8.74   $    8.81   $    8.63   $   11.07
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............       4.78%       7.11%       9.22%      (8.87)%      21.9%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 154,272   $ 240,945   $ 385,404   $ 502,094   $ 708,301
Ratio of net investment income to
 average net assets.....................       6.04%       6.52%       6.98%       6.87%        7.1%
Ratio of expenses to average net assets:
  With expense reductions (Note 1)......       1.34%       1.34%       1.35%       1.33%        1.4%
  Without expense reductions............       1.51%       1.39%       1.38%        N/A         N/A
Portfolio turnover rate++...............        241%        268%        385%        625%        495%
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (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 is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F19
<PAGE>
                        GT GLOBAL GOVERNMENT INCOME FUND
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
 
<TABLE>
<CAPTION>
 
                                                                   CLASS B
                                          ----------------------------------------------------------
                                                            YEAR ENDED OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (D)    1996 (D)    1995 (D)    1994 (D)    1993 (D)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $    8.74   $    8.80   $    8.64   $   11.07   $    9.83
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income.................       0.46        0.51        0.55        0.59        0.67
  Net realized and unrealized gain
   (loss) on investments................      (0.12)       0.04        0.14       (1.52)       1.34
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       0.34        0.55        0.69       (0.93)       2.01
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............      (0.28)      (0.51)      (0.53)      (0.59)      (0.67)
  From net realized gain on
   investments..........................         --       (0.10)         --       (0.27)         --
  In excess of net investment income....      (0.18)         --          --          --          --
  In excess of net realized gain on
   investments..........................         --          --          --       (0.54)         --
  Return of capital.....................         --          --          --       (0.10)         --
  From sources other than net investment
   income...............................         --          --          --          --       (0.10)
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (0.46)      (0.61)      (0.53)      (1.50)      (0.77)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $    8.62   $    8.74   $    8.80   $    8.64   $   11.07
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............       4.00%       6.54%       8.22%      (9.39)%      21.1%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 127,722   $ 166,577   $ 235,481   $ 262,405   $ 182,972
Ratio of net investment income to
 average net assets.....................       5.39%       5.87%       6.33%       6.22%        6.5%
Ratio of expenses to average net assets:
  With expense reductions (Note 1)......       1.99%       1.99%       2.00%       1.98%        2.0%
  Without expense reductions............       2.16%       2.04%       2.03%        N/A         N/A
Portfolio turnover rate++...............        241%        268%        385%        625%        495%
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (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 is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F20
<PAGE>
                        GT GLOBAL GOVERNMENT INCOME FUND
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
 
<TABLE>
<CAPTION>
                                                       ADVISOR CLASS+
                                          -----------------------------------------
                                                                      JUNE 1, 1995
                                           YEAR ENDED    YEAR ENDED        TO
                                          OCTOBER 31,   OCTOBER 31,    OCTOBER 31,
                                            1997 (D)      1996 (D)      1995 (D)
                                          ------------  ------------  -------------
<S>                                       <C>           <C>           <C>
Per Share Operating Performance:
Net asset value, beginning of period....   $    8.73     $    8.80      $    8.98
                                          ------------  ------------  -------------
Income from investment operations:
  Net investment income.................        0.55          0.60           0.26
  Net realized and unrealized gain
   (loss) on investments................       (0.13)         0.03          (0.19)
                                          ------------  ------------  -------------
    Net increase (decrease) from
     investment operations..............        0.42          0.63           0.07
                                          ------------  ------------  -------------
Distributions to shareholders:
  From net investment income............       (0.33)        (0.60)         (0.25)
  From net realized gain on
   investments..........................          --         (0.10)            --
  In excess of net investment income....       (0.21)           --             --
  In excess of net realized gain on
   investments..........................          --            --             --
  Return of capital.....................          --            --             --
  From sources other than net investment
   income...............................          --            --             --
                                          ------------  ------------  -------------
    Total distributions.................       (0.54)        (0.70)         (0.25)
                                          ------------  ------------  -------------
Net asset value, end of period..........   $    8.61     $    8.73      $    8.80
                                          ------------  ------------  -------------
                                          ------------  ------------  -------------
 
Total investment return (c).............        5.15 %        7.49 %         0.83%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....   $     116     $      86      $     131
Ratio of net investment income to
 average net assets.....................        6.39 %        6.87 %         7.33%(a)
Ratio of expenses to average net assets:
  With expense reductions (Note 1)......        0.99 %        0.99 %         1.00%(a)
  Without expense reductions............        1.16 %        1.04 %         1.03%(a)
Portfolio turnover rate++...............         241 %         268 %          385%
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (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 is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F21
<PAGE>
                           GT GLOBAL HIGH INCOME FUND
 
                              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 OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (D)    1996 (D)      1995      1994 (D)    1993 (D)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   14.85   $   11.70   $   12.56   $   14.92   $   11.43
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income.................       1.19        1.27        1.35        0.94        0.78
  Net realized and unrealized gain
   (loss) on investments................       0.93        3.09       (1.09)      (1.87)       3.92
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       2.12        4.36        0.26       (0.93)       4.70
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............      (1.18)      (1.11)      (1.03)      (0.94)      (0.78)
  From net realized gain on
   investments..........................      (0.23)      (0.10)      (0.03)      (0.27)         --
  In excess of net realized gain on
   investments..........................         --          --          --       (0.22)         --
  Return of capital.....................         --          --       (0.06)         --          --
  From sources other than net investment
   income...............................         --          --          --          --       (0.43)
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (1.41)      (1.21)      (1.12)      (1.43)      (1.21)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $   15.56   $   14.85   $   11.70   $   12.56   $   14.92
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............      14.46%      39.05%       2.81%      (6.45)%      43.6%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 133,973   $ 178,318   $ 142,002   $ 167,974   $ 143,171
Ratio of net investment income to
 average net assets.....................       7.39%       9.52%      11.85%       7.00%       6.40%
Ratio of expenses to average net assets:
  With expense reductions (Note 1)......       1.53%       1.69%       1.75%       1.57%       2.20%
  Without expense reductions............       1.58%       1.69%       1.75%       1.57%       2.20%
Ratio of interest expense to average net
 assets.................................        N/A        0.04%        N/A        0.22%        N/A
Portfolio turnover rate++...............        214%        290%        213%        178%        195%
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share operating data were calculated based upon
     average shares outstanding during the year.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover is calculated on the basis of the fund as a whole
     without distinguishing among the classes of shares issued.
N/A  Not Applicable
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F22
<PAGE>
                           GT GLOBAL HIGH INCOME FUND
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
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 B
                                          ----------------------------------------------------------
                                                            YEAR ENDED OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (D)    1996 (D)      1995      1994 (D)    1993 (D)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   14.83   $   11.69   $   12.56   $   14.90   $   11.43
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income.................       1.09        1.17        1.27        0.86        0.70
  Net realized and unrealized gain
   (loss) on investments................       0.93        3.09       (1.09)      (1.85)       3.90
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       2.02        4.26        0.18       (0.99)       4.60
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............      (1.08)      (1.03)      (0.96)      (0.86)      (0.70)
  From net realized gain on
   investments..........................      (0.23)      (0.09)      (0.03)      (0.27)         --
  In excess of net realized gain on
   investments..........................         --          --          --       (0.22)         --
  Return of capital.....................         --          --       (0.06)         --          --
  From sources other than net investment
   income...............................         --          --          --          --       (0.43)
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (1.31)      (1.12)      (1.05)      (1.35)      (1.13)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $   15.54   $   14.83   $   11.69   $   12.56   $   14.90
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............      13.77%      38.16%       2.07%      (6.99)%      42.6%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 228,101   $ 251,002   $ 214,897   $ 232,423   $ 127,035
Ratio of net investment income to
 average net assets.....................       6.74%       8.87%      11.20%       6.35%        5.8%
Ratio of expenses to average net assets:
  With expense reductions (Note 1)......       2.18%       2.34%       2.40%       2.22%        2.8%
  Without expense reductions............       2.23%       2.34%       2.40%       2.22%        2.8%
Ratio of interest expense to average net
 assets.................................        N/A        0.04%        N/A        0.22%        N/A
Portfolio turnover rate++...............        214%        290%        213%        178%        195%
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share operating data were calculated based upon
     average shares outstanding during the year.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover is calculated on the basis of the fund as a whole
     without distinguishing among the classes of shares issued.
N/A  Not Applicable
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F23
<PAGE>
                           GT GLOBAL HIGH INCOME FUND
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
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>
 
                                                      ADVISOR CLASS+
                                          --------------------------------------
                                                                    JUNE 1, 1995
                                          YEAR ENDED   YEAR ENDED        TO
                                          OCTOBER 31,  OCTOBER 31,  OCTOBER 31,
                                           1997 (D)     1996 (D)        1995
                                          -----------  -----------  ------------
<S>                                       <C>          <C>          <C>
Per Share Operating Performance:
Net asset value, beginning of period....   $   14.83    $   11.71    $   11.44
                                          -----------  -----------  ------------
Income from investment operations:
  Net investment income.................        1.22         1.34         0.57
  Net realized and unrealized gain
   (loss) on investments................        0.93         3.05         0.17
                                          -----------  -----------  ------------
    Net increase (decrease) from
     investment operations..............        2.15         4.39         0.74
                                          -----------  -----------  ------------
Distributions to shareholders:
  From net investment income............       (1.23)       (1.16)       (0.44)
  From net realized gain on
   investments..........................       (0.23)       (0.11)          --
  In excess of net realized gain on
   investments..........................          --           --           --
  Return of capital.....................          --           --        (0.03)
  From sources other than net investment
   income...............................          --           --           --
                                          -----------  -----------  ------------
    Total distributions.................       (1.46)       (1.27)       (0.47)
                                          -----------  -----------  ------------
Net asset value, end of period..........   $   15.52    $   14.83    $   11.71
                                          -----------  -----------  ------------
                                          -----------  -----------  ------------
 
Total investment return (c).............       14.72%       39.38%        6.54 %(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....   $   3,719    $  15,298    $   1,463
Ratio of net investment income to
 average net assets.....................        7.74%        9.87%       12.20 %(a)
Ratio of expenses to average net assets:
  With expense reductions (Note 1)......        1.18%        1.34%        1.40 %(a)
  Without expense reductions............        1.23%        1.34%        1.40 %
Ratio of interest expense to average net
 assets.................................         N/A         0.04%         N/A
Portfolio turnover rate++...............         214%         290%         213 %(a)
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share operating data were calculated based upon
     average shares outstanding during the year.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover is calculated on the basis of the fund as a whole
     without distinguishing among the classes of shares issued.
N/A  Not Applicable
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F24
<PAGE>
                        GT GLOBAL STRATEGIC INCOME FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
Contained  below is per share operating performance data for a share outstanding
throughout each 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 OCTOBER 31,
                                          ----------------------------------------------------------
                                             1997      1996 (D)    1995 (D)      1994      1993 (D)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   11.76   $   10.32   $   10.88   $   13.61   $   11.25
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income.................       0.74        0.89        0.97        0.79        0.96
  Net realized and unrealized gain
   (loss) on investments................       0.34        1.44       (0.69)      (2.14)       2.85
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       1.08        2.33        0.28       (1.35)       3.81
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............      (0.78)      (0.82)      (0.80)      (0.79)      (0.96)
  From net realized gain on
   investments..........................         --          --          --       (0.38)      (0.37)
  In excess of net investment income....      (0.06)      (0.07)         --          --          --
  Return of capital.....................         --          --       (0.04)      (0.21)         --
  From sources other than net investment
   income...............................         --          --          --          --       (0.12)
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (0.84)      (0.89)      (0.84)      (1.38)      (1.45)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $   12.00   $   11.76   $   10.32   $   10.88   $   13.61
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............       9.40%      23.00%       3.06%     (10.44)%      37.0%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 138,715   $ 185,126   $ 188,165   $ 275,241   $ 287,870
Ratio of net investment income to
 average net assets.....................       6.18%       8.09%       9.64%       6.74%        7.2%
Ratio of expenses to average net assets:
  With expense reductions (Note 1)......       1.35%       1.38%       1.42%       1.40%        1.7%
  Without expense reductions............       1.44%       1.40%       1.45%        N/A         N/A
Ratio of interest expenses to average
 net assets.............................        N/A         N/A         N/A        0.10%        N/A
Portfolio turnover rate++...............        149%        177%        238%        583%        310%
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not Annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares issued.
N/A  Not Applicable
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F25
<PAGE>
                        GT GLOBAL STRATEGIC INCOME FUND
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share  outstanding
throughout  each period, total investment  return, ratios and supplemental data.
This information has  been derived  from information provided  in the  financial
statements.
 
<TABLE>
<CAPTION>
 
                                                                   CLASS B
                                          ----------------------------------------------------------
                                                            YEAR ENDED OCTOBER 31,
                                          ----------------------------------------------------------
                                             1997      1996 (D)    1995 (D)      1994      1993 (D)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   11.77   $   10.33   $   10.88   $   13.60   $   11.24
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income.................       0.67        0.82        0.91        0.73        0.89
  Net realized and unrealized gain
   (loss) on investments................       0.33        1.44       (0.69)      (2.14)       2.85
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       1.00        2.26        0.22       (1.41)       3.74
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............      (0.71)      (0.75)      (0.73)      (0.72)      (0.89)
  From net realized gain on
   investments..........................         --          --          --       (0.38)      (0.37)
  In excess of net investment income....      (0.05)      (0.07)         --          --          --
  Return of capital.....................         --          --       (0.04)      (0.21)         --
  From sources other than net investment
   income...............................         --          --          --          --       (0.12)
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (0.76)      (0.82)      (0.77)      (1.31)      (1.38)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $   12.01   $   11.77   $   10.33   $   10.88   $   13.60
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............       8.70%      22.15%       2.48%     (11.02)%      36.2%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 281,376   $ 333,178   $ 357,852   $ 458,550   $ 310,431
Ratio of net investment income to
 average net assets.....................       5.53%       7.44%       8.99%       6.09%        6.5%
Ratio of expenses to average net assets:
  With expense reductions (Note 1)......       2.00%       2.03%       2.07%       2.05%        2.4%
  Without expense reductions............       2.09%       2.05%       2.10%        N/A         N/A
Ratio of interest expenses to average
 net assets.............................        N/A         N/A         N/A        0.10%        N/A
Portfolio turnover rate++...............        149%        177%        238%        583%        310%
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not Annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares issued.
N/A  Not Applicable
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F26
<PAGE>
                        GT GLOBAL STRATEGIC INCOME FUND
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained  below is per share operating performance data for a share outstanding
throughout each period, total investment  return, ratios and supplemental  data.
This  information has  been derived from  information provided  in the financial
statements.
 
<TABLE>
<CAPTION>
                                                       ADVISOR CLASS+
                                          -----------------------------------------
                                                                      JUNE 1, 1995
                                           YEAR ENDED    YEAR ENDED        TO
                                          OCTOBER 31,   OCTOBER 31,    OCTOBER 31,
                                              1997        1996 (D)      1995 (D)
                                          ------------  ------------  -------------
<S>                                       <C>           <C>           <C>
Per Share Operating Performance:
Net asset value, beginning of period....   $   11.77     $   10.33      $   10.32
                                          ------------  ------------  -------------
Income from investment operations:
  Net investment income.................        0.79          0.93           0.41
  Net realized and unrealized gain
   (loss) on investments................        0.34          1.44          (0.04)
                                          ------------  ------------  -------------
    Net increase (decrease) from
     investment operations..............        1.13          2.37           0.37
                                          ------------  ------------  -------------
Distributions to shareholders:
  From net investment income............       (0.82)        (0.86)         (0.34)
  From net realized gain on
   investments..........................          --            --             --
  In excess of net investment income....       (0.06)        (0.07)            --
  Return of capital.....................          --            --          (0.02)
  From sources other than net investment
   income...............................          --            --             --
                                          ------------  ------------  -------------
    Total distributions.................       (0.88)        (0.93)         (0.36)
                                          ------------  ------------  -------------
Net asset value, end of period..........   $   12.02     $   11.77      $   10.33
                                          ------------  ------------  -------------
                                          ------------  ------------  -------------
 
Total investment return (c).............        9.86 %       23.39 %         3.72%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....   $     533     $     479      $     443
Ratio of net investment income to
 average net assets.....................        6.53 %        8.44 %         9.99%(a)
Ratio of expenses to average net assets:
  With expense reductions (Note 1)......        1.00 %        1.03 %         1.07%(a)
  Without expense reductions............        1.09 %        1.05 %         1.10%(a)
Ratio of interest expenses to average
 net assets.............................         N/A           N/A            N/A
Portfolio turnover rate++...............         149 %         177 %          238%
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not Annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares issued.
N/A  Not Applicable
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F27
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
                                    NOTES TO
                              FINANCIAL STATEMENTS
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
1. SIGNIFICANT ACCOUNTING POLICIES
GT Global Government Income Fund, GT Global High Income Fund, GT Global
Strategic Income Fund ("Funds") are non-diversified separate series of G.T.
Investment Funds, Inc. ("Company"). Collectively, these Funds are known as the
"GT Global Income Funds". The Company is organized as a Maryland corporation and
is registered under the Investment Company Act of 1940, as amended ("1940 Act"),
as an open-end management investment company. The Company has thirteen series of
shares in operation, each series corresponding to a distinct portfolio of
investments.
 
The GT Global High Income Fund invests substantially all of its investable
assets in Global High Income Portfolio ("Portfolio"). The Portfolio is organized
as a New York Trust and is registered under the 1940 Act as a non-diversified,
open-end management investment company.
 
The Portfolio has investment objectives, policies and limitations substantially
identical to those of its corresponding Fund. Therefore, the financial
statements of the Fund and its respective Portfolio have been presented on a
consolidated basis, and represent all activities of both the Fund and Portfolio.
Through October 31, 1997, all of the shares of beneficial interest of the
Portfolio were owned by either its Fund or Chancellor LGT Asset Management, Inc.
(the "Manager"), which has a nominal ($100) investment in the Portfolio.
 
The Funds offer Class A, Class B, and Advisor Class shares, each of which has
equal rights as to assets and voting privileges except that 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 Funds 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
Funds. Each class of shares differs in its respective service and 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 Funds in the preparation of the
financial statements.
 
(A) PORTFOLIO VALUATION
 
The Funds calculate the net asset value of and complete 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 on 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 the Manager to be the
primary market.
 
Fixed income investments are valued at the mean of representative quoted bid and
ask 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 are valued at
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
Company's Board of Directors or 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 Company's Board of Directors or
the Trust's Board of Trustees.
 
(B) FOREIGN CURRENCY TRANSLATION
The accounting records of each Fund and Portfolio are maintained in U.S.
dollars. The market values of foreign securities, currency holdings, and other
assets and liabilities are recorded in the books and records of the Funds or
Portfolio (the phrase "Funds or Portfolio" hereinafter refers to the GT Global
Government Income Fund, the GT Global Strategic Income Fund, and the Global High
Income Portfolio) 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.
 
A Fund or Portfolio does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss from
investments.
 
                                      F28
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
Reported net realized foreign exchange gains or 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 difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on a
Fund's or Portfolio'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 a Fund or Portfolio, it is
the Fund's or Portfolio's policy to always receive, as collateral, United States
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 or Portfolio 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 a Fund or Portfolio as an unrealized gain or loss.
When the Forward Contract is closed, the Fund or Portfolio 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. Forward Contracts involve market risk
in excess of the amount shown in the Fund's or Portfolio's "Statement of Assets
and Liabilities". A Fund or Portfolio could be exposed to risk if a counterparty
is unable to meet the terms of the contract or if the value of the currency
changes unfavorably. A Fund or Portfolio 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 a Fund or Portfolio writes a call or put option, an amount equal to the
premium received is included in the Fund's or Portfolio's "Statement of Assets
and Liabilities" as an asset and an equivalent liability. The amount of the
liability is subsequently marked-to-market to reflect the current market value
of the option. The current market value of an option listed on a traded exchange
is valued at its last bid price, or, in the case of an 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 or Portfolio 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 or Portfolio can write options only on a covered basis,
which, for a call, requires that the Fund or Portfolio hold the underlying
security and, for a put, requires the Fund or Portfolio 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 or Portfolio 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 or Portfolio for the purchase of a call or put
option is included in the Fund's or Portfolio'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 or Portfolio has
purchased expires on the stipulated expiration date, the Fund or Portfolio
realizes a loss in the amount of the cost of the option. If the Fund or
Portfolio enters into a closing sale transaction, the Fund or Portfolio 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 or Portfolio
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 or Portfolio
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 or Portfolio 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 or Portfolio 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 or Portfolio 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 a
Fund or Portfolio 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 or Portfolio
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 or Portfolio as unrealized gains
or losses. When the contract is closed, the Fund or Portfolio 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 or Portfolio is that the change in value of the underlying
securities may not correlate to the change in value of the contracts. A Fund or
 
                                      F29
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
Portfolio 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. A Fund or Portfolio may
trade securities on other than normal settlement terms. This may increase the
risk if the other party to the transaction fails to deliver and causes the Fund
or Portfolio to subsequently invest at less advantageous prices.
 
(H) PORTFOLIO SECURITIES LOANED
At October 31, 1997, stocks with an aggregate value listed below were on loan to
brokers. The loans were secured by cash collateral received by the Funds:
 
<TABLE>
<CAPTION>
                                                                               YEAR ENDED
                                                  OCTOBER 31, 1997            OCTOBER 31,
                                          --------------------------------        1997
                                          AGGREGATE VALUE        CASH        --------------
                                              ON LOAN         COLLATERAL     FEES RECEIVED
                                          ---------------   --------------   --------------
<S>                                       <C>               <C>              <C>
GT Global Government Income Fund........   $ 29,895,986      $  31,386,675      $543,589
Global High Income Portfolio............   $ 25,907,465      $  32,857,776      $234,784
GT Global Strategic Income Fund.........   $ 37,623,556      $  43,190,488      $460,682
</TABLE>
 
For international securities, cash collateral is received by a Fund or Portfolio
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 a Fund or Portfolio against loaned securities in the
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.
Fees received from securities loaned were used to reduce the Funds' or
Portfolios' custodian and other administrative expenses.
 
(I) TAXES
It is the intended policy of the Funds and Portfolios 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 Funds and
Portfolios to make distributions sufficient to avoid imposition of any excise
tax under Section 4982 of the Code. Therefore, no provision has been made for
Federal taxes on income, capital gains, or unrealized appreciation of securities
held, and excise tax on income and capital gains. The GT Global Government
Income Fund has a capital loss carryforward of $139,369,056 of which
$123,623,470 expires in 2002, and $15,745,586 expires in 2003. The GT Global
Strategic Income Fund has a capital loss carryforward of $65,749,433 which
expires in 2003.
 
(J) DISTRIBUTIONS TO SHAREHOLDERS
Distributions to shareholders are recorded by each 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 Funds or Portfolio and timing
differences.
 
(K) DEFERRED ORGANIZATIONAL EXPENSES
Expenses incurred by the GT Global High Income Fund and the Portfolio in
connection with their organization, their initial registration with the
Securities and Exchange Commission and with various states and the initial
public offering of its shares aggregated $149,100 and $25,000, respectively.
These expenses were amortized on a straightline basis over a five-year period.
 
(L) 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 or Portfolio's investment in emerging
market countries may involve greater risks than investments in more developed
markets and the price 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.
 
(M) INDEXED SECURITIES
A Fund or Portfolio 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) RESTRICTED SECURITIES
A Fund or Portfolio 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. At the end of the period,
restricted securities (excluding 144A issues) are shown at the end of the Fund's
or Portfolio's Portfolio of Investments.
 
                                      F30
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
(O) LINE OF CREDIT
Each of the Funds, along with certain other funds ("GT Funds") advised or
administered by the Manager, has a line of credit with BankBoston. GT Global
Income Funds, along with certain other funds ("GT Funds") advised or
administered by the Manager, has a line of credit with State Street Bank & Trust
Company. The arrangements with the banks allow all specified funds and the GT
Funds to borrow an aggregate maximum amount of $200,000,000. Each Fund is
limited to borrowing up to 33 1/3% of the value of each Fund's total assets. On
October 31, 1997, GT Global Government Income Fund had $4,451,000 in loans
outstanding.
 
For the year ended October 31, 1997, the weighted average outstanding daily
balance of bank loans (based on the number of days the loans were outstanding)
for GT Global Government Income Fund, GT Global High Income Fund, and GT Global
Strategic Income Fund was $7,107,892, $11,820,513 and $10,277,220 respectively,
with a weighted average interest rate of 6.33%, 6.47% and 6.38%, respectively.
Interest expense for the GT Global Government Income Fund, GT Global High Income
Fund and GT Global Strategic Income Fund for the year ended October 31, 1997 was
$103,696, $165,711 and $230,880, respectively, included in "Other Expenses" on
the Statement of Operations.
 
(P) SECURITIES PURCHASED ON A WHEN-ISSUED OR FORWARD COMMITMENT BASIS
A Fund or Portfolio may trade securities on a when-issued or forward commitment
basis, with payment and delivery scheduled for a future date. These transactions
are subject to market fluctuations and are subject to the risk that the value at
delivery may be more or less than the trade date purchase price. Although the
Fund or Portfolio will generally purchase these securities with the intention of
acquiring such securities, they may sell such securities before the settlement
date. These securities are identified on the accompanying Portfolio of
Investments. The Fund or Portfolio has set aside sufficient cash or liquid
securities as collateral for these purchase commitments.
 
2. RELATED PARTIES
Chancellor LGT Asset Management, Inc. is the Funds' and Portfolio's investment
manager and administrator. The GT Global Government Income Fund and GT Global
Strategic Income Fund each pays the Manager investment management and
administration fees at the annualized rate of 0.725% on the first $500 million
of the average daily net assets of the Fund; 0.70% on the next $1 billion;
0.675% on the next $1 billion; and 0.65% on amounts thereafter. The GT Global
High Income Fund pays administration fees to the Manager at the annualized rate
of 0.25% of its average daily net assets. These fees are computed daily and paid
monthly.
 
The Global High Income Portfolio pays investment management and administration
fees to the Manager at the annualized rate of 0.475% on the first $500 million
of average daily net assets of the Portfolio; 0.45% on the next $1 billion;
0.425% on the next $1 billion; and 0.40% on amounts thereafter, plus 2% of the
Portfolio's total investment income calculated in accordance with generally
accepted accounting principles, adjusted daily for currency revaluations, on a
mark to market basis, of the Portfolio's assets; provided, however, that during
any fiscal year this amount shall not exceed 2% of the Portfolio's total
investment income calculated in accordance with generally accepted accounting
principles. These fees are computed daily and paid monthly.
 
GT Global, Inc. ("GT Global"), an affiliate of the Manager, serves as the Funds'
distributor. The Funds offer Class A, Class B, and Advisor Class shares for
purchase.
 
Class A shares are subject to initial sales charges imposed at the time of
purchase, in accordance with the schedule included in the Funds' current
prospectus. GT Global 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 October 31, 1997, GT Global retained the
following sales charges: $10,240 for the GT Global Government Income Fund,
$65,982 for the Global High Income Fund, and $29,451 for the GT Global Strategic
Income Fund. Purchases of Class A shares exceeding $500,000 may be subject to a
contingent deferred sales charge ("CDSC") upon redemption, in accordance with
the Funds' current prospectus. GT Global collected CDSCs for the year ended
October 31, 1997, as follows: $5,273 for the GT Global Government Income Fund,
$18,156 for the Global High Income Fund, and $0 for the GT Global Strategic
Income Fund. GT Global 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, GT Global 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 Funds' current
prospectus. For the year ended October 31, 1997, GT Global collected CDSCs in
the amount of: $1,118,343 for the GT Global Government Income Fund, $1,598,989
for the Global High Income Fund, and $1,750,253 for the GT Global Strategic
Income Fund. In addition, GT Global makes ongoing shareholder servicing and
trail commission payments to dealers whose clients hold Class B shares.
 
Pursuant to Rule 12b-1 under the 1940 Act, the Company's Board of Directors has
adopted separate distribution plans with respect to the Funds' Class A shares
("Class A Plan") and Class B shares ("Class B Plan"), pursuant to which a Fund
reimburses GT Global for a portion of its shareholder servicing and
distributions expenses. Under the Class A Plan, a Fund may 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 may 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 GT Global's expenditures incurred in providing
services as distributor. All expenses for which GT Global is reimbursed under
the Class A Plan will have been incurred within one year of such reimbursement.
 
                                      F31
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
Pursuant to the Fund's Class B Plan, a Fund may 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 GT Global's expenditures incurred in servicing and
maintaining shareholder accounts, and may 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 may be carried forward for reimbursement in subsequent years as long as
that Plan continues in effect.
 
The Manager and GT Global voluntarily have undertaken to limit each GT Global
Government Income Fund's and GT Global Strategic Income Fund's expenses
(exclusive of brokerage commissions, taxes, interest, and extraordinary expense)
to the maximum annual rate of 1.85%, 2.50%, and 1.50% of the average daily net
assets of the Fund's Class A, Class B, and Advisor Class shares, respectively.
Similarly, they voluntarily have undertaken to limit GT Global High Income
Fund's expenses to the maximum annual rate of 2.20%, 2.85%, and 1.85% 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 GT
Global of payments under the Class A Plan and/or Class B Plan and/or
reimbursements by the Manager or GT Global of portions of the Fund's other
operating expenses.
 
Effective November 1, 1997, the Manager and GT Global have undertaken to limit
each Fund's expenses (exclusive of brokerage commissions, taxes, interest, and
extraordinary expenses) to the annual rate of 1.75%, 2.40%, and 1.40% of the
average daily net assets of the Fund's Class A, Class B and Advisor Class
shares, respectively. This undertaking may be changed or eliminated in the
future.
 
GT Global Investor Services, Inc. ("GT Services"), an affiliate of the Manager
and LGT and GT Global, is the transfer agent of the Funds. For performing
shareholder servicing, reporting, and general transfer agent services, GT
Services receives 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 per exchange fee of $2.25. GT Services also is
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 Funds and Portfolio. The
monthly fee for these services to the Manager is a percentage, not to exceed
0.03% annually, of a Fund or Portfolio's average daily net assets. The annual
fee rate is derived by applying 0.03% to the first $5 billion of assets of all
registered mutual funds advised by the Manager and 0.02% to the assets in excess
of $5 billion and allocating the result according to each Fund's average daily
net assets.
 
The Company pays each of its Directors who is not an employee, officer or
director of the Manager or any other affiliated company, $5,000 per year plus
$300 for each meeting of the board or any committee thereof attended by the
Director. Each Portfolio pays each of its Trustees who is not an employee,
officer, or director of the Manager, GT Global or GT Services $500 per year plus
$150 for each meeting of the board or any committee thereof attended by the
Trustees.
 
3. PURCHASES AND SALES OF SECURITIES
The following summarizes purchases and sales of investment securities, other
than short-term investments, by each Fund or Portfolio for the year ended
October 31, 1997:
 
                        PURCHASE AND SALES OF SECURITIES
 
<TABLE>
<CAPTION>
                                                                                            PURCHASES
                                                                                  ------------------------------
                                                                                  U.S. GOVERNMENT
                                                                                  AND GOVERNMENT
                                                                                     AGENCIES       OTHER ISSUES
                                                                                  ---------------   ------------
<S>                                                                               <C>               <C>
GT Global Government Income Fund................................................   $133,075,601     $576,675,060
Global High Income Portfolio....................................................   $ 27,699,458     $829,268,070
GT Global Strategic Income Fund.................................................   $ 67,247,574     $607,924,472
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                              SALES
                                                                                  ------------------------------
                                                                                  U.S. GOVERNMENT
                                                                                  AND GOVERNMENT
                                                                                     AGENCIES       OTHER ISSUES
                                                                                  ---------------   ------------
<S>                                                                               <C>               <C>
GT Global Government Income Fund................................................   $118,888,065     $702,800,147
Global High Income Portfolio....................................................   $ 11,689,150     $933,111,597
GT Global Strategic Income Fund.................................................   $ 47,239,453     $728,047,126
</TABLE>
 
                                      F32
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
4. CAPITAL SHARES
At October 31, 1997, there were 6,000,000,000 shares of the Company's common
stock authorized, at $0.0001 par value. Of this amount, 400,000,000 were
classified as shares of the GT Global Telecommunications Fund; 400,000,000 were
classified as shares of GT Global Government Income Fund; 200,000,000 were
classified as shares of GT Global Developing Markets Fund; 200,000,000 were
classified as shares of GT Global Health Care Fund; 200,000,000 were classified
as shares of GT Global Strategic Income Fund; 200,000,000 were classified as
shares of GT Global Currency Fund (inactive); 200,000,000 were classified as
shares of GT Global Growth & Income Fund; 200,000,000 were classified as shares
of GT Global Small Companies Fund (inactive); 200,000,000 were classified as
shares of GT Global Latin America Growth Fund; 200,000,000 were classified as
shares of GT Global Emerging Markets Fund; 200,000,000 were classified as shares
of GT Global High Income Fund; 200,000,000 were classified as shares of GT
Global Financial Services Fund; 200,000,000 were classified as shares of GT
Global Natural Resources Fund; 200,000,000 were classified as shares of GT
Global Infrastructure Fund; 200,000,000 were classified as shares of GT Global
Consumer Products and Services Fund. The shares of each of the foregoing series
of the Company were divided equally into two classes, designated Class A and
Class B common stock. With respect to the issuance of Advisor Class shares,
100,000,000 shares were classified as shares of each of the fifteen series of
the Company and designated as Advisor Class common stock. 1,100,000,000 shares
remain unclassified. Transactions in capital shares of the Fund were as follows:
 
                           CAPITAL SHARE TRANSACTIONS
GT GLOBAL GOVERNMENT INCOME FUND
<TABLE>
<CAPTION>
                                                      YEAR ENDED                           YEAR ENDED
                                                   OCTOBER 31, 1997                     OCTOBER 31, 1996
                                          -----------------------------------  -----------------------------------
CLASS A                                       SHARES             AMOUNT            SHARES             AMOUNT
- ----------------------------------------  ---------------  ------------------  ---------------  ------------------
<S>                                       <C>              <C>                 <C>              <C>
Shares sold.............................       48,767,558  $      419,503,866       19,126,586  $      164,293,090
Shares issued in connection with
  reinvestment of distributions.........          741,916           6,372,599        1,643,833          14,228,931
                                          ---------------  ------------------  ---------------  ------------------
                                               49,509,474         425,876,465       20,770,419         178,522,021
Shares repurchased......................      (59,180,268)       (509,133,563)     (36,969,597)       (318,856,283)
                                          ---------------  ------------------  ---------------  ------------------
Net decrease............................       (9,670,794) $      (83,257,098)     (16,199,178) $     (140,334,262)
                                          ---------------  ------------------  ---------------  ------------------
                                          ---------------  ------------------  ---------------  ------------------
 
<CAPTION>
 
CLASS B
- ----------------------------------------
<S>                                       <C>              <C>                 <C>              <C>
Shares sold.............................       27,713,479  $      237,734,254       23,047,364  $      198,774,141
Shares issued in connection with
  reinvestment of distributions.........          452,575           3,886,536          956,866           8,282,950
                                          ---------------  ------------------  ---------------  ------------------
                                               28,166,054         241,620,790       24,004,230         207,057,091
Shares repurchased......................      (32,406,087)       (278,645,805)     (31,688,935)       (273,022,079)
                                          ---------------  ------------------  ---------------  ------------------
Net decrease............................       (4,240,033) $      (37,025,015)      (7,684,705) $      (65,964,988)
                                          ---------------  ------------------  ---------------  ------------------
                                          ---------------  ------------------  ---------------  ------------------
<CAPTION>
 
ADVISOR CLASS
- ----------------------------------------
<S>                                       <C>              <C>                 <C>              <C>
Shares sold.............................            4,551  $           38,769          105,543             892,487
Shares issued in connection with
  reinvestment of distributions.........              680               5,804            1,345              10,808
                                          ---------------  ------------------  ---------------  ------------------
                                                    5,231              44,573          106,888             903,295
Shares repurchased......................           (1,717)            (14,773)        (111,905)           (948,244)
                                          ---------------  ------------------  ---------------  ------------------
Net increase (decrease).................            3,514  $           29,800           (5,017) $          (44,949)
                                          ---------------  ------------------  ---------------  ------------------
                                          ---------------  ------------------  ---------------  ------------------
</TABLE>
 
                                      F33
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
GT GLOBAL HIGH INCOME FUND
<TABLE>
<CAPTION>
                                                      YEAR ENDED                           YEAR ENDED
                                                   OCTOBER 31, 1997                     OCTOBER 31, 1996
                                          -----------------------------------  -----------------------------------
CLASS A                                       SHARES             AMOUNT            SHARES             AMOUNT
- ----------------------------------------  ---------------  ------------------  ---------------  ------------------
<S>                                       <C>              <C>                 <C>              <C>
Shares sold.............................       17,142,418  $      272,139,950       25,694,335  $      346,426,450
Shares issued in connection with
  reinvestment of distributions.........          574,707           9,164,383          607,445           8,023,249
                                          ---------------  ------------------  ---------------  ------------------
                                               17,717,125         281,304,333       26,301,780         354,449,699
Shares repurchased......................      (21,118,898)       (335,756,037)     (26,422,858)       (355,715,247)
                                          ---------------  ------------------  ---------------  ------------------
Net decrease............................       (3,401,773) $      (54,451,704)        (121,078) $       (1,265,548)
                                          ---------------  ------------------  ---------------  ------------------
                                          ---------------  ------------------  ---------------  ------------------
 
<CAPTION>
 
CLASS B
- ----------------------------------------
<S>                                       <C>              <C>                 <C>              <C>
Shares sold.............................       13,848,218  $      221,702,040       14,568,804  $      194,636,619
Shares issued in connection with
  reinvestment of distributions.........          721,148          11,494,889          765,798          10,086,445
                                          ---------------  ------------------  ---------------  ------------------
                                               14,569,366         233,196,929       15,334,602         204,723,064
Shares repurchased......................      (16,813,796)       (270,094,630)     (16,793,522)       (225,719,415)
                                          ---------------  ------------------  ---------------  ------------------
Net decrease............................       (2,244,430) $      (36,897,701)      (1,458,920) $      (20,996,351)
                                          ---------------  ------------------  ---------------  ------------------
                                          ---------------  ------------------  ---------------  ------------------
<CAPTION>
 
ADVISOR CLASS
- ----------------------------------------
<S>                                       <C>              <C>                 <C>              <C>
Shares sold.............................        2,868,282  $       45,874,009        1,706,101  $       23,413,749
Shares issued in connection with
  reinvestment of distributions.........           72,440           1,148,368           40,101             546,903
                                          ---------------  ------------------  ---------------  ------------------
                                                2,940,722          47,022,377        1,746,202          23,960,652
Shares repurchased......................       (3,732,584)        (60,007,579)        (839,670)        (11,309,193)
                                          ---------------  ------------------  ---------------  ------------------
Net increase (decrease).................         (791,862) $      (12,985,202)         906,532  $       12,651,459
                                          ---------------  ------------------  ---------------  ------------------
                                          ---------------  ------------------  ---------------  ------------------
</TABLE>
 
GT GLOBAL STRATEGIC INCOME FUND
<TABLE>
<CAPTION>
                                                      YEAR ENDED                           YEAR ENDED
                                                   OCTOBER 31, 1997                     OCTOBER 31, 1996
                                          -----------------------------------  -----------------------------------
CLASS A                                       SHARES             AMOUNT            SHARES             AMOUNT
- ----------------------------------------  ---------------  ------------------  ---------------  ------------------
<S>                                       <C>              <C>                 <C>              <C>
Shares sold.............................       13,750,221  $      167,009,888       15,025,486  $      168,473,834
Shares issued in connection with
  reinvestment of distributions.........          615,860           7,488,021          829,046           9,085,802
                                          ---------------  ------------------  ---------------  ------------------
                                               14,366,081         174,497,909       15,854,532         177,559,636
Shares repurchased......................      (18,557,237)       (225,311,673)     (18,331,797)       (204,237,090)
                                          ---------------  ------------------  ---------------  ------------------
Net decrease............................       (4,191,156) $      (50,813,764)      (2,477,265) $      (26,677,454)
                                          ---------------  ------------------  ---------------  ------------------
                                          ---------------  ------------------  ---------------  ------------------
 
<CAPTION>
 
CLASS B
- ----------------------------------------
<S>                                       <C>              <C>                 <C>              <C>
Shares sold.............................       11,499,580  $      140,731,511       12,778,909  $      141,835,937
Shares issued in connection with
  reinvestment of distributions.........          896,610          10,918,610        1,206,362          13,216,165
                                          ---------------  ------------------  ---------------  ------------------
                                               12,396,190         151,650,121       13,985,271         155,052,102
Shares repurchased......................      (17,287,235)       (211,600,543)     (20,318,197)       (224,904,917)
                                          ---------------  ------------------  ---------------  ------------------
Net decrease............................       (4,891,045) $      (59,950,422)      (6,332,926) $      (69,852,815)
                                          ---------------  ------------------  ---------------  ------------------
                                          ---------------  ------------------  ---------------  ------------------
<CAPTION>
 
ADVISOR CLASS
- ----------------------------------------
<S>                                       <C>              <C>                 <C>              <C>
Shares sold.............................          712,165  $        8,839,212          278,551  $        3,010,280
Shares issued in connection with
  reinvestment of distributions.........            3,581              43,784            3,931              43,156
                                          ---------------  ------------------  ---------------  ------------------
                                                  715,746           8,882,996          282,482           3,053,436
Shares repurchased......................         (712,116)         (8,911,324)        (284,638)         (3,054,110)
                                          ---------------  ------------------  ---------------  ------------------
Net increase (decrease).................            3,630  $          (28,328)          (2,156) $             (674)
                                          ---------------  ------------------  ---------------  ------------------
                                          ---------------  ------------------  ---------------  ------------------
</TABLE>
 
                                      F34
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
5. WRITTEN OPTIONS:
The GT Global Government Income Fund's and the GT Global Strategic Income Fund's
written options contract activity for the year ended October 31, 1997 was as
follows:
 
                      COVERED CALL AND PUT OPTION WRITTEN
 
<TABLE>
<CAPTION>
                                                                                                           UNDERLYING
                                                                                                             NOMINAL
GT GLOBAL GOVERNMENT INCOME FUND                                                                          AMOUNT IN USD   PREMIUMS
- --------------------------------------------------------------------------------------------------------  -------------  ----------
<S>                                                                                                       <C>            <C>
Options outstanding at October 31, 1996.................................................................  $          --  $       --
Options written.........................................................................................    213,530,000   1,091,938
Options cancelled in closing purchase transactions......................................................    (14,700,000)    (93,163)
Options expired prior to exercise.......................................................................   (193,990,000)   (954,102)
Options exercised.......................................................................................             --          --
                                                                                                          -------------  ----------
Options outstanding at October 31, 1997.................................................................  $   4,840,000  $   44,673
                                                                                                          -------------  ----------
                                                                                                          -------------  ----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                          UNDERLYING
                                                                                                            NOMINAL
                                                                                                           AMOUNT IN
GT GLOBAL STRATEGIC INCOME FUND                                                                               USD      PREMIUMS
- --------------------------------------------------------------------------------------------------------  -----------  ---------
<S>                                                                                                       <C>          <C>
Options outstanding at October 31, 1996.................................................................  $        --  $      --
Options written.........................................................................................    5,208,000    301,543
Options cancelled in closing purchase transactions......................................................           --         --
Options expired prior to exercise.......................................................................           --         --
Options exercised.......................................................................................   (5,208,000)  (301,543)
                                                                                                          -----------  ---------
Options outstanding at October 31, 1997.................................................................  $        --  $      --
                                                                                                          -----------  ---------
                                                                                                          -----------  ---------
</TABLE>
 
- --------------
FEDERAL TAX INFORMATION (UNAUDITED):
Pursuant to Section 852 of the Internal Revenue Code, the Funds designate the
following amounts as capital gain dividends for the fiscal year ended October
31, 1997:
 
<TABLE>
<CAPTION>
                                                                                                          CAPITAL GAIN
FUND                                                                                                        DIVIDEND
- --------------------------------------------------------------------------------------------------------  ------------
<S>                                                                                                       <C>
GT Global Government Income Fund........................................................................            --
GT Global High Income Fund..............................................................................   $ 6,927,413
GT Global Strategic Income Fund.........................................................................            --
</TABLE>
 
                                      F35
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW,  INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF  INVESTING IN RELATED INDUSTRIES, PLEASE  CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers  access  to the  emerging  and established  markets  of the  Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
                                     [LOGO]
 
  NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO  GIVE
  ANY  INFORMATION  OR  TO  MAKE  ANY  REPRESENTATION  NOT  CONTAINED  IN THIS
  STATEMENT OF ADDITIONAL INFORMATION AND, IF GIVEN OR MADE, SUCH  INFORMATION
  OR  REPRESENTATION MUST NOT BE RELIED UPON  AS HAVING BEEN AUTHORIZED BY AIM
  INVESTMENT FUNDS, INC.,  AIM GLOBAL  GOVERNMENT INCOME  FUND, AIM  STRATEGIC
  INCOME  FUND, AIM  GLOBAL HIGH  INCOME FUND,  GLOBAL HIGH  INCOME PORTFOLIO,
  A I M ADVISORS, INC.,  INVESCO (NY), INC. OR A  I M DISTRIBUTORS, INC.  THIS
  STATEMENT  OF ADDITIONAL INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR
  SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
  JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
  JURISDICTION.
    
 
                                                                      INCSA703MC
<PAGE>
   
                              AIM GLOBAL GROWTH &
                                  INCOME FUND
    
 
   
                        50 California Street, 27th Floor
                            San Francisco, CA 94111
                                 (415) 392-6181
                           Toll Free: (800) 824-1580
                      Statement of Additional Information
                                  June 1, 1998
    
 
- --------------------------------------------------------------------------------
 
   
This  Statement of  Additional Information  relates to the  Class A  and Class B
shares  of  AIM  Global   Growth  &  Income  Fund   ("Fund").  The  Fund  is   a
non-diversified  series  of  AIM  Investment  Funds,  Inc.  (the  "Company"),  a
registered open-end management investment company. This Statement of  Additional
Information,  which  is not  a  prospectus, supplements  and  should be  read in
conjunction with the Fund's current Class A and Class B Prospectus dated June 1,
1998, a  copy of  which is  available without  charge by  writing to  the  above
address or by calling the Fund at the toll-free telephone number listed above.
    
 
   
A  I  M  Advisors,  Inc.  ("AIM")  serves  as  the  investment  manager  of  and
administrator for,  and INVESCO  (NY), Inc.  (the "Sub-adviser")  serves as  the
investment  sub-adviser and sub-administrator  for the Fund.  The distributor of
the Fund's shares is A I  M Distributors, Inc. ("AIM Distributors"). The  Fund's
transfer  agent  is GT  Global  Investor Services,  Inc.  ("GT Services"  or the
"Transfer Agent").
    
 
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                                                           Page No.
                                                                                                                           --------
<S>                                                                                                                        <C>
Investment Objective and Policies........................................................................................      2
Options, Futures and Currency Strategies.................................................................................      5
Risk Factors.............................................................................................................     13
Investment Limitations...................................................................................................     17
Execution of Portfolio Transactions......................................................................................     19
Directors and Executive Officers.........................................................................................     21
Management...............................................................................................................     24
Valuation of Fund Shares.................................................................................................     26
Information Relating to Sales and Redemptions............................................................................     28
Taxes....................................................................................................................     32
Additional Information...................................................................................................     34
Investment Results.......................................................................................................     35
Description of Debt Ratings..............................................................................................     40
Financial Statements.....................................................................................................     42
</TABLE>
    
 
                                     [LOGO]
 
                   Statement of Additional Information Page 1
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                            INVESTMENT OBJECTIVE AND
                                    POLICIES
 
- --------------------------------------------------------------------------------
 
INVESTMENT OBJECTIVE
The  investment objective of the Fund is long-term capital appreciation together
with current  income. The  Fund seeks  its objective  by investing  in a  global
portfolio of both equity securities and debt obligations allocated among diverse
international markets.
 
SELECTION OF EQUITY INVESTMENTS
For  investment  purposes, an  issuer is  typically considered  as located  in a
particular country  if it  (a) is  incorporated under  the laws  of or  has  its
principal  office in that country, or (b) it normally derives 50% or more of its
total revenue from  business in that  country. However, these  are not  absolute
requirements,  and certain  companies incorporated  in a  particular country and
considered by the Sub-adviser to be located in that country may have substantial
off-shore operations or subsidiaries and/or  export sales exceeding in size  the
assets or sales in that country.
 
INVESTMENTS IN OTHER INVESTMENT COMPANIES
The  Fund  may  invest  in the  securities  of  investment  companies (including
investment vehicles or companies  advised by the  Sub-adviser or its  affiliates
("Affiliated  Funds")) within the limits of  the Investment Company Act of 1940,
as amended ("1940 Act"). These  limitations currently provide that, in  general,
the  Fund may purchase shares of a closed-end investment company unless (a) such
a purchase would cause the Fund to own  in the aggregate more than 3 percent  of
the  total outstanding  voting stock  of the  investment company  or (b)  such a
purchase would cause the Fund  to have more than 5  percent of its total  assets
invested  in the investment company or more  than 10 percent of its total assets
invested in an aggregate  of all such investment  companies. Investment in  such
investment  companies may also involve the payment of substantial premiums above
the value of such companies' portfolio  securities. The Fund does not intend  to
invest  in such investment companies unless, in the judgment of the Sub-adviser,
the potential benefits of such investments justify the payment of any applicable
premiums. The return on such securities will be reduced by operating expenses of
such companies including payments to the investment managers of those investment
companies. With  respect to  investments in  Affiliated Funds,  the  Sub-adviser
waives  its advisory fee to the extent that such fees are based on assets of the
Fund invested in Affiliated Funds.
 
DEPOSITORY RECEIPTS
The Fund may hold equity securities of  foreign issuers in the form of  American
Depository  Receipts  ("ADRs"),  American  Depository  Shares  ("ADSs"),  Global
Depository Receipts ("GDRs") and European Depository Receipts ("EDRs"), or other
securities convertible into securities of eligible issuers. These securities may
not necessarily be denominated in the same currency as the securities for  which
they may be exchanged. ADRs and ADSs typically are issued by an American bank or
trust  company  and  evidence ownership  of  underlying securities  issued  by a
foreign corporation.  EDRs,  which  are sometimes  referred  to  as  Continental
Depository  Receipts ("CDRs"), are  issued in Europe  typically by foreign banks
and trust  companies  and  evidence  ownership of  either  foreign  or  domestic
securities.  GDRs  are similar  to  EDRs and  are  designed for  use  in several
international financial markets. Generally, ADRs and ADSs in registered form are
designed for use in United States securities markets and EDRs in bearer form are
designed for use  in European  securities markets.  For purposes  of the  Fund's
investment policies, the Fund's investments in ADRs, ADSs, GDRs and EDRs will be
deemed  to be  investments in the  equity securities  representing securities of
foreign issuers into which they may be converted.
 
ADR facilities may be established as either "unsponsored" or "sponsored."  While
ADRs  issued under these two  types of facilities are  in some respects similar,
there are distinctions between  them relating to the  rights and obligations  of
ADR holders and the practices of market participants. A depository may establish
an  unsponsored  facility  without  participation by  (or  even  necessarily the
acquiescence of) the issuer of the deposited securities, although typically  the
depository  requests a  letter of  non-objection from  such issuer  prior to the
establishment of the facility.  Holders of unsponsored  ADRs generally bear  all
the  costs  of such  facilities. The  depository usually  charges fees  upon the
deposit and withdrawal of the deposited securities, the conversion of  dividends
into   U.S.  dollars,  the  disposition   of  non-cash  distributions,  and  the
performance of  other  services.  The  depository  of  an  unsponsored  facility
frequently  is  under  no obligation  to  distribute  shareholder communications
received from the issuer of the  deposited securities or to pass-through  voting
rights  to ADR  holders in  respect of  the deposited  securities. Sponsored ADR
facilities are created in generally  the same manner as unsponsored  facilities,
except  that  the  issuer of  the  deposited  securities enters  into  a deposit
agreement with the
 
                   Statement of Additional Information Page 2
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
depository. The deposit agreement  sets out the  rights and responsibilities  of
the  issuer, the depository and the  ADR holders. With sponsored facilities, the
issuer of  the  deposited securities  generally  will  bear some  of  the  costs
relating  to the  facility (such  as dividend  payment fees  of the depository),
although ADR holders continue to bear  certain other costs (such as deposit  and
withdrawal  fees). Under the terms  of most sponsored arrangements, depositories
agree to distribute notices of shareholder meetings and voting instructions, and
to provide shareholder communications and  other information to the ADR  holders
at the request of the issuer of the deposited securities. The Fund may invest in
both sponsored and unsponsored ADRs.
 
WARRANTS OR RIGHTS
Warrants  or  rights  may be  acquired  by  the Fund  in  connection  with other
securities or separately and provide  the Fund with the  right to purchase at  a
later date other securities of the issuer.
 
LENDING OF PORTFOLIO SECURITIES
For  the purpose of realizing additional income, the Fund may make secured loans
of portfolio securities  amounting to  not more than  30% of  its total  assets.
Securities  loans are made to broker/dealers or institutional investors pursuant
to agreements requiring that the loans continuously be secured by collateral  at
least  equal at all times  to the value of the  securities lent plus any accrued
interest, "marked  to market"  on a  daily basis.  The Fund  may pay  reasonable
administrative  and custodial fees  in connection with  loans of its securities.
While the securities loan is outstanding, the Fund will continue to receive  the
equivalent of the interest or dividends paid by the issuer on the securities, as
well as interest on the investment of the collateral or a fee from the borrower.
The  Fund will have a  right to call each loan  and obtain the securities within
the stated settlement period. The  Fund will not have  the right to vote  equity
securities while they are lent, but it may call in a loan in anticipation of any
important vote. Loans will be made only to firms deemed by the Sub-adviser to be
of  good  standing  and  will  not  be  made  unless,  in  the  judgment  of the
Sub-adviser, the consideration to  be earned from such  loans would justify  the
risk.
 
   
MONEY MARKET INSTRUMENTS
    
   
Money  market instruments in  which the Fund may  invest include U.S. government
securities, high-grade commercial paper, bank certificates of deposit,  bankers'
acceptances   and  repurchase  agreements  related  to  any  of  the  foregoing.
"High-grade commercial paper" refers to commercial paper rated A-1 by Standard &
Poor's, a  division  of The  McGraw-Hill  Companies,  Inc., or  P-1  by  Moody's
Investors Service, Inc. or, if not rated, determined by the Sub-adviser to be of
comparable quality.
    
 
COMMERCIAL BANK OBLIGATIONS
For  the  purposes  of  the  Fund's investment  policies  with  respect  to bank
obligations, obligations of foreign branches of U.S. banks and of foreign  banks
are obligations of the issuing bank and may be general obligations of the parent
bank.  Such obligations,  however, may  be limited  by the  terms of  a specific
obligation  and  by  government  regulation.  As  with  investment  in  non-U.S.
securities  in general,  investments in the  obligations of  foreign branches of
U.S. banks and of foreign  banks may subject the  Fund to investment risks  that
are  different  in some  respects from  those of  investments in  obligations of
domestic issuers. Although  the Fund typically  will acquire obligations  issued
and  supported by the credit of U.S. or foreign banks having total assets at the
time of purchase  in excess  of $1  billion, this $1  billion figure  is not  an
investment  policy or restriction  of the Fund. For  the purposes of calculation
with respect to the $1  billion figure, the assets of  a bank will be deemed  to
include the assets of its U.S. and non-U.S. branches.
 
REPURCHASE AGREEMENTS
   
A  repurchase agreement is a transaction in  which the Fund purchases a security
from a bank or recognized securities dealer and simultaneously commits to resell
that security to the bank  or dealer at an agreed  upon price, date, and  market
rate  of interest  unrelated to  the coupon  rate or  maturity of  the purchased
security. Although repurchase agreements carry certain risks not associated with
direct investments in securities, including possible decline in the market value
of the underlying securities and delays and costs to the Fund if the other party
to the repurchase  agreement becomes bankrupt,  the Fund intends  to enter  into
repurchase agreements only with banks and dealers believed by the Sub-adviser to
present  minimum credit risks  in accordance with  guidelines established by the
Company's Board  of  Directors. The  Sub-adviser  will review  and  monitor  the
creditworthiness of such institutions under the Board's general supervision.
    
 
The  Fund will invest only in  repurchase agreements collateralized at all times
in an amount at least  equal to the repurchase  price plus accrued interest.  To
the  extent that the proceeds from any sale of such collateral upon a default in
the obligation to repurchase were less than the repurchase price, the Fund would
suffer a loss.  If the financial  institution which is  party to the  repurchase
agreement petitions for bankruptcy or otherwise becomes subject to bankruptcy or
other  liquidation proceedings, there may be  restrictions on the Fund's ability
to sell the collateral and the Fund  could suffer a loss. However, with  respect
to  financial  institutions  whose  bankruptcy  or  liquidation  proceedings are
subject to the U.S. Bankruptcy Code, the Fund intends to comply with  provisions
under   the  U.S.   Bankruptcy  Code   that  would   allow  it   immediately  to
 
                   Statement of Additional Information Page 3
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
resell the collateral. There is no limitation on the amount of the Fund's assets
that may be subject to  repurchase agreements at any  given time. The Fund  will
not  enter into a repurchase  agreement with a maturity  of more than seven days
if, as a result, more than 10% of the value of its net assets would be  invested
in such repurchase agreements and other illiquid investments.
 
BORROWING, REVERSE REPURCHASE AGREEMENTS AND "ROLL" TRANSACTIONS
The  Fund's borrowings will not exceed 33 1/3% of the Fund's total assets, i.e.,
the Fund's total assets at all times will  equal at least 300% of the amount  of
outstanding  borrowings.  If  market fluctuations  in  the value  of  the Fund's
portfolio holdings or other factors cause  the ratio of the Fund's total  assets
to  outstanding  borrowings to  fall below  300%,  within three  days (excluding
Sundays and holidays) of such event the  Fund may be required to sell  portfolio
securities  to restore the  300% asset coverage, even  though from an investment
standpoint such sales might be disadvantageous.  The Fund also may borrow up  to
5%  of its total assets  for temporary or emergency  purposes other than to meet
redemptions. Any borrowing  by the  Fund may  cause greater  fluctuation in  the
value of its shares than would be the case if the Fund did not borrow.
 
The  Fund's fundamental investment  limitations permit the  Fund to borrow money
for leveraging purposes. The Fund, however, currently is prohibited, pursuant to
a non-fundamental investment policy, from  borrowing money in order to  purchase
securities.  Nevertheless, this policy may be changed in the future by a vote of
a majority of the Company's Board of  Trustees. If the Fund employs leverage  in
the  future, it would  be subject to  certain additional risks.  Use of leverage
creates an opportunity for  greater growth of capital  but would exaggerate  any
increases  or decreases in the Fund's net asset value. When the income and gains
on securities purchased with the proceeds of borrowings exceed the costs of such
borrowings, the Fund's  earnings or net  asset value will  increase faster  than
otherwise would be the case; conversely, if such income and gains fail to exceed
such  costs, the Fund's  earnings or net  asset value would  decline faster than
would otherwise be the case.
 
The Fund  may enter  into reverse  repurchase agreements.  A reverse  repurchase
agreement is a borrowing transaction in which the Fund transfers possession of a
security  to another party, such as a  bank or broker/dealer in return for cash,
and agrees to repurchase  the security in  the future at  an agreed upon  price,
which  includes  an  interest component.  The  Fund  also may  engage  in "roll"
borrowing transactions  which involve  the Fund's  sale of  Government  National
Mortgage Association certificates or other securities together with a commitment
(for  which the Fund may receive a  fee) to purchase similar, but not identical,
securities at a  future date. The  Fund will maintain,  in a segregated  account
with a custodian, cash or liquid securities in an amount sufficient to cover its
obligations  under "roll"  transactions and  reverse repurchase  agreements with
broker/dealers. No  segregation is  required for  reverse repurchase  agreements
with banks.
 
SHORT SALES
The  Fund  may  make short  sales  of  securities, although  it  has  no current
intention of doing so. A short sale is  a transaction in which the Fund sells  a
security  in anticipation that  the market price of  that security will decline.
The Fund may  make short  sales (i)  as a form  of hedging  to offset  potential
declines  in long positions in securities it owns, or anticipates acquiring, and
(ii) in order to  maintain portfolio flexibility. The  Fund may only make  short
sales "against the box." In this type of short sale, at the time of the sale the
Fund  owns the security it has sold short or has the immediate and unconditional
right to acquire the identical security at no additional cost.
 
In a short sale, the seller does not immediately deliver the securities sold and
does not receive the proceeds from the sale. To make delivery to the  purchaser,
the  executing broker borrows the  securities being sold short  on behalf of the
seller. The seller is said to have a short position in the securities sold until
it delivers the securities sold, at which  time it receives the proceeds of  the
sale.  To secure its obligation to deliver  securities sold short, the Fund will
deposit in  a  separate  account with  its  custodian  an equal  amount  of  the
securities  sold short or  securities convertible into  or exchangeable for such
securities at no cost. The Fund could  close out a short position by  purchasing
and  delivering an  equal amount  of the securities  sold short,  rather than by
delivering securities already held by the  Fund, because the Fund might want  to
continue  to  receive  interest  and  dividend  payments  on  securities  in its
portfolio that are convertible into the securities sold short.
 
The Fund might make  a short sale  "against the box" in  order to hedge  against
market  risks when  the Sub-adviser  believes that the  price of  a security may
decline, causing a decline  in the value of  a security owned by  the Fund or  a
security  convertible into or exchangeable for  such security. In such case, any
future losses in the  Fund's long position  should be reduced by  a gain in  the
short position. Conversely, any gain in the long position should be reduced by a
loss in the short position. The extent to which such gains or losses in the long
position  are reduced will depend  upon the amount of  the securities sold short
relative to  the amount  of the  securities the  Fund owns,  either directly  or
indirectly, and, in the case where the Fund owns convertible securities, changes
in  the investment values or conversion  premiums of such securities. There will
be certain additional transaction costs associated with short sales "against the
box," but the  Fund will endeavor  to offset  these costs with  income from  the
investment of the cash proceeds of short sales.
 
                   Statement of Additional Information Page 4
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                         OPTIONS, FUTURES AND CURRENCY
                                   STRATEGIES
 
- --------------------------------------------------------------------------------
 
SPECIAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES
The  use of options, futures contracts  and forward currency contracts ("Forward
Contracts") involves special considerations and risks, as described below. Risks
pertaining to particular instruments are described in the sections that follow.
 
        (1) Successful  use  of  most  of these  instruments  depends  upon  the
    Sub-adviser's  ability to  predict movements  of the  overall securities and
    currency markets, which requires different skills than predicting changes in
    the prices of individual securities. While the Sub-adviser is experienced in
    the use of these instruments, there can be no assurance that any  particular
    strategy adopted will succeed.
 
        (2)  There  might  be  imperfect correlation,  or  even  no correlation,
    between price  movements  of  an  instrument  and  price  movements  of  the
    investments being hedged. For example, if the value of an instrument used in
    a  short hedge  increased by less  than the  decline in value  of the hedged
    investment, the  hedge  would  not  be fully  successful.  Such  a  lack  of
    correlation  might  occur  due to  factors  unrelated  to the  value  of the
    investments being  hedged, such  as speculative  or other  pressures on  the
    markets  in which  the hedging  instrument is  traded. The  effectiveness of
    hedges using hedging  instruments on indices  will depend on  the degree  of
    correlation  between price movements in the index and price movements in the
    investments being hedged.
 
        (3) Hedging strategies, if successful, can reduce risk of loss by wholly
    or partially offsetting the negative  effect of unfavorable price  movements
    in the investments being hedged. However, hedging strategies can also reduce
    opportunity  for gain by  offsetting the positive  effect of favorable price
    movements in the hedged investments. For  example, if a Fund entered into  a
    short  hedge because the Sub-adviser  projected a decline in  the price of a
    security in the Fund's portfolio, and  the price of that security  increased
    instead,  the gain from that increase might by wholly or partially offset by
    a decline in the price of the hedging instrument. Moreover, if the price  of
    the  hedging instrument declined by  more than the increase  in the price of
    the security, the Fund could  suffer a loss. In  either such case, the  Fund
    would have been in a better position had it not hedged at all.
 
        (4)  As described below, a Fund might  be required to maintain assets as
    "cover," maintain segregated accounts or make margin payments when it  takes
    positions  in  instruments  involving obligations  to  third  parties (I.E.,
    instruments other than purchased options). If the Fund were unable to  close
    out  its positions in such instruments, it  might be required to continue to
    maintain such assets or  accounts or make such  payments until the  position
    expired or matured. The requirements might impair the Fund's ability to sell
    a portfolio security or make an investment at a time when it would otherwise
    be favorable to do so, or require that the Fund sell a portfolio security at
    a  disadvantageous time. The  Fund's ability to  close out a  position in an
    instrument prior to  expiration or maturity  depends on the  existence of  a
    liquid secondary market or, in the absence of such a market, the ability and
    willingness  of the other party to the transaction ("contra party") to enter
    into a  transaction  closing  out  the  position.  Therefore,  there  is  no
    assurance  that any position can  be closed out at a  time and price that is
    favorable to the Fund.
 
WRITING CALL OPTIONS
The Fund may write  (sell) call options on  securities, indices and  currencies.
Call options generally will be written on securities and currencies that, in the
opinion of the Sub-adviser are not expected to make any major price moves in the
near  future  but  that,  over  the  long  term,  are  deemed  to  be attractive
investments for the Fund.
 
A call option  gives the  holder (buyer)  the right  to purchase  a security  or
currency  at a specified price (the exercise  price) at any time until (American
Style) or on (European Style) a certain  date (the expiration date). So long  as
the  obligation of the writer of a call  option continues, he may be assigned an
exercise notice, requiring him  to deliver the  underlying security or  currency
against  payment  of the  exercise price.  This  obligation terminates  upon the
expiration of the call option, or such earlier time at which the writer  effects
a  closing  purchase  transaction  by purchasing  an  option  identical  to that
previously sold.
 
Portfolio securities or currencies on which call options may be written will  be
purchased  solely on the basis of  investment considerations consistent with the
Fund's investment objective. When writing a call option, the Fund, in return for
the
 
                   Statement of Additional Information Page 5
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
premium, gives  up the  opportunity for  profit  from a  price increase  in  the
underlying  security or currency above the  exercise price, and retains the risk
of loss should the  price of the  security or currency  decline. Unlike one  who
owns  securities or currencies not subject to an option, the Fund has no control
over when it may  be required to sell  the underlying securities or  currencies,
since  most  options  may  be  exercised  at  any  time  prior  to  the option's
expiration. If a call option  that the Fund has  written expires, the Fund  will
realize a gain in the amount of the premium; however, such gain may be offset by
a  decline in the market value of the underlying security or currency during the
option period. If the call option is exercised, the Fund will realize a gain  or
loss  from  the sale  of  the underlying  security  or currency,  which  will be
increased or  offset by  the premium  received.  The Fund  does not  consider  a
security  or currency covered by  a call option to be  "pledged" as that term is
used in the Fund's policy that limits the pledging or mortgaging of its assets.
 
Writing call options can serve as a limited short hedge because declines in  the
value  of the  hedged investment would  be offset  to the extent  of the premium
received  for  writing  the  option.  However,  if  the  security  or   currency
appreciates to a price higher than the exercise price of the call option, it can
be  expected that the option will be exercised and the Fund will be obligated to
sell the security or currency at less than its market value.
 
The premium  that the  Fund receives  for writing  a call  option is  deemed  to
constitute the market value of an option. The premium the Fund will receive from
writing a call option will reflect, among other things, the current market price
of  the underlying  investment, the relationship  of the exercise  price to such
market price, the historical price volatility of the underlying investment,  and
the length of the option period. In determining whether a particular call option
should  be  written, the  Sub-adviser will  consider  the reasonableness  of the
anticipated premium and the likelihood that a liquid secondary market will exist
for those options.
 
Closing transactions  will  be effected  in  order to  realize  a profit  on  an
outstanding  call option,  to prevent  an underlying  security or  currency from
being called, or  to permit  the sale of  the underlying  security or  currency.
Furthermore,  effecting  a closing  transaction will  permit  the Fund  to write
another call  option  on the  underlying  security  or currency  with  either  a
different exercise price, expiration date or both.
 
The  Fund will pay transaction  costs in connection with  the writing of options
and in entering into closing  purchase contracts. Transaction costs relating  to
options  activity normally  are higher  than those  applicable to  purchases and
sales of portfolio securities.
 
The exercise price of the  options may be below, equal  to or above the  current
market values of the underlying securities or currencies at the time the options
are  written. From time to time, the Fund may purchase an underlying security or
currency for delivery in accordance with the exercise of an option, rather  than
delivering  such  security  or  currency  from  its  portfolio.  In  such cases,
additional costs will be incurred.
 
The Fund will realize a  profit or loss from  a closing purchase transaction  if
the  cost of  the transaction  is less or  more, respectively,  than the premium
received from writing  the option. Because  increases in the  market price of  a
call  option  generally  will  reflect  increases in  the  market  price  of the
underlying security or  currency, any loss  resulting from the  repurchase of  a
call  option is likely to be  offset in whole or in  part by appreciation of the
underlying security or currency owned by the Fund.
 
WRITING PUT OPTIONS
The Fund may  write put  options on securities,  indices and  currencies. A  put
option  gives the  purchaser of  the option  the right  to sell,  and the writer
(seller) the  obligation to  buy, the  underlying security  or currency  at  the
exercise  price at any  time until (American  style) or on  (European style) the
expiration date. The operation of put options in other respects, including their
related risks and rewards, is substantially identical to that of call options.
 
The  Fund  generally  would  write  put  options  in  circumstances  where   the
Sub-adviser  wishes  to purchase  the underlying  security  or currency  for the
Fund's portfolio at a price lower than the current market price of the  security
or  currency. In such  event, the Fund would  write a put  option at an exercise
price that, reduced by  the premium received on  the option, reflects the  lower
price  it is willing to pay. Since the  Fund also would receive interest on debt
securities or currencies maintained to cover  the exercise price of the  option,
this  technique could be used to enhance current return during periods of market
uncertainty. The risk in such  a transaction would be  that the market price  of
the  underlying security or currency would decline below the exercise price less
the premium received.
 
Writing put options can serve as a  limited long hedge because increases in  the
value  of the  hedged investment would  be offset  to the extent  of the premium
received  for  writing  the  option.  However,  if  the  security  or   currency
depreciates  to a price lower than the exercise  price of the put option, it can
be expected that the put option will be exercised and the Fund will be obligated
to purchase the security or currency at greater than its market value.
 
                   Statement of Additional Information Page 6
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
PURCHASING PUT OPTIONS
The Fund may purchase put options on securities, indices and currencies. As  the
holder  of a put  option, the Fund would  have the right  to sell the underlying
security or currency at the exercise price at any time until (American style) or
on (European style) the  expiration date. The Fund  may enter into closing  sale
transactions  with  respect to  such options,  exercise them  or permit  them to
expire.
 
The Fund  may  purchase a  put  option on  an  underlying security  or  currency
("protective  put") owned by the Fund  to protect against an anticipated decline
in the value of the security or currency. Such hedge protection is provided only
during the life  of the  put option  when the  Fund, as  the holder  of the  put
option,  is able to sell the underlying security or currency at the put exercise
price regardless of  any decline in  the underlying security's  market price  or
currency's  exchange  value.  The  premium  paid  for  the  put  option  and any
transaction costs would reduce any  profit otherwise available for  distribution
when the security or currency is eventually sold.
 
The  Fund also may purchase put options at a time when the Fund does not own the
underlying security or  currency. By  purchasing put  options on  a security  or
currency it does not own, the Fund seeks to benefit from a decline in the market
price of the underlying security or currency. If the put option is not sold when
it  has remaining value, and  if the market price  of the underlying security or
currency remains equal to or greater than the exercise price during the life  of
the  put option, the Fund will lose its  entire investment in the put option. In
order for the purchase of a put option to be profitable, the market price of the
underlying security or  currency must  decline sufficiently  below the  exercise
price  to cover the premium and transaction costs, unless the put option is sold
in a closing sale transaction.
 
PURCHASING CALL OPTIONS
The Fund may purchase call options on securities, indices and currencies. As the
holder of  a  call  option, the  Fund  would  have the  right  to  purchase  the
underlying  security  or  currency  at  the exercise  price  at  any  time until
(American style) or on (European style) the expiration date. The Fund may  enter
into  closing sale transactions  with respect to such  options, exercise them or
permit them to expire.
 
Call options may  be purchased  by the  Fund for  the purpose  of acquiring  the
underlying security or currency for its portfolio. Utilized in this fashion, the
purchase  of  call options  would enable  the  Fund to  acquire the  security or
currency at the  exercise price of  the call  option plus the  premium paid.  At
times,  the net cost of acquiring the security or currency in this manner may be
less than  the  cost  of  acquiring the  security  or  currency  directly.  This
technique  also  may  be useful  to  the Fund  in  purchasing a  large  block of
securities that would be more difficult  to acquire by direct market  purchases.
So  long as it holds such a call  option, rather than the underlying security or
currency itself, the Fund is partially protected from any unexpected decline  in
the  market price  of the  underlying security or  currency and,  in such event,
could allow the call option  to expire, incurring a loss  only to the extent  of
the premium paid for the option.
 
The  Fund also may purchase call  options on underlying securities or currencies
it owns  to avoid  realizing losses  that would  result in  a reduction  of  its
current  return. For  example, where the  Fund has  written a call  option on an
underlying security or currency having a current market value below the price at
which it purchased  the security or  currency, an increase  in the market  price
could  result in  the exercise of  the call option  written by the  Fund and the
realization of a loss on the  underlying security or currency. Accordingly,  the
Fund  could purchase a call option on  the same underlying security or currency,
which could be exercised  to fulfill the Fund's  delivery obligations under  its
written  call (if it is exercised). This  strategy could allow the Fund to avoid
selling the portfolio security or currency at  a time when it has an  unrealized
loss;  however, the Fund would have to pay a premium to purchase the call option
plus transaction costs.
 
Aggregate premiums paid  for put  and call  options will  not exceed  5% of  the
Fund's total assets at the time of purchase.
 
The Fund may attempt to accomplish objectives similar to those involved in using
Forward  Contracts by purchasing put or call options on currencies. A put option
gives the  Fund as  purchaser  the right  (but not  the  obligation) to  sell  a
specified  amount of currency at the exercise  price at any time until (American
style) or on (European style) the expiration date. A call option gives the  Fund
as  purchaser the right (but not the  obligation) to purchase a specified amount
of currency at  the exercise  price at  any time  until (American  style) or  an
(European  style) the  expiration date. The  Fund might purchase  a currency put
option, for example, to protect itself against a decline in the dollar value  of
a  currency  in  which  it  holds  or  anticipates  holding  securities.  If the
currency's value should decline against the  dollar, the loss in currency  value
should  be offset, in whole or in part, by  an increase in the value of the put.
If the value of the currency instead should rise against the dollar, any gain to
the Fund would  be reduced  by the premium  it had  paid for the  put option.  A
currency  call option might be purchased, for example, in anticipation of, or to
protect against, a rise in the value  against the dollar of a currency in  which
the Fund anticipates purchasing securities.
 
                   Statement of Additional Information Page 7
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
Options  may  be either  listed  on an  exchange  or traded  in over-the-counter
("OTC") markets. Listed options are third-party contracts (I.E., performance  of
the  obligations of the  purchaser and seller  is guaranteed by  the exchange or
clearing corporation), and have standardized strike prices and expiration dates.
OTC options are two-party contracts with negotiated strike prices and expiration
dates. The Fund will not  purchase an OTC option  unless it believes that  daily
valuations  for such  options are  readily obtainable.  OTC options  differ from
exchange-traded options in that OTC options are transacted with dealers directly
and  not  through  a   clearing  corporation  (which  guarantees   performance).
Consequently,  there  is  a risk  of  non-performance  by the  dealer.  Since no
exchange is involved, OTC options are valued  on the basis of an average of  the
last  bid prices obtained from dealers, unless  a quotation from only one dealer
is available, in which case only that  dealer's price will be used. In the  case
of  OTC options, there can  be no assurance that  a liquid secondary market will
exist for any particular option at any specific time.
 
The staff of the Securities and Exchange Commission ("SEC") considers  purchased
OTC  options to be illiquid securities. The  Fund may also sell OTC options and,
in connection therewith, segregate assets or cover its obligations with  respect
to  OTC options written  by the Fund. The  assets used as  cover for OTC options
written by the Fund will be considered illiquid unless the OTC options are  sold
to  qualified dealers who agree  that the Fund may  repurchase any OTC option it
writes at a maximum price to be calculated by a formula set forth in the  option
agreement.  The cover for an OTC option  written subject to this procedure would
be considered illiquid  only to  the extent  that the  maximum repurchase  price
under the formula exceeds the intrinsic value of the option.
 
The  Fund's  ability to  establish and  close  out positions  in exchange-listed
options depends  on  the existence  of  a liquid  market.  The Fund  intends  to
purchase  or write only those exchange-traded options for which there appears to
be a liquid secondary  market. However, there  can be no  assurance that such  a
market  will exist at any particular time.  Closing transactions can be made for
OTC options  only  by  negotiating  directly  with the  contra  party  or  by  a
transaction in the secondary market if any such market exists. Although the Fund
will  enter into OTC  options only with  contra parties that  are expected to be
capable of  entering  into closing  transactions  with  the Fund,  there  is  no
assurance that the Fund will in fact be able to close out an OTC option position
at  a favorable  price prior to  expiration. In  the event of  insolvency of the
contra party, the Fund might  be unable to close out  an OTC option position  at
any time prior to its expiration.
 
INDEX OPTIONS
Puts and calls on indices are similar to puts and calls on securities or futures
contracts  except that all settlements  are in cash and  gain or loss depends on
changes in the index in question (and thus on price movements in the  securities
market  or a particular market sector  generally) rather than on price movements
in individual securities or futures contracts. When the Fund writes a call on an
index, it receives a premium and agrees that, prior to the expiration date,  the
purchaser  of the call, upon exercise of the call, will receive from the Fund an
amount of cash if the closing level of the index upon which the call is based is
greater than the exercise price of the call. The amount of cash is equal to  the
difference  between the closing price of the index and the exercise price of the
call times a specified multiple  (the "multiplier"), which determines the  total
dollar  value for each point of such difference. When the Fund buys a call on an
index, it  pays a  premium  and has  the same  rights  as to  such call  as  are
indicated above. When the Fund buys a put on an index, it pays a premium and has
the  right, prior to the expiration date, to require the seller of the put, upon
the Fund's exercise of the put, to deliver to the Fund an amount of cash if  the
closing level of the index upon which the put is based is less than the exercise
price  of the  put, which  amount of  cash is  determined by  the multiplier, as
described above for calls. When the Fund writes a put on an index, it receives a
premium and  the purchaser  has the  right,  prior to  the expiration  date,  to
require  the Fund  to deliver to  it an amount  of cash equal  to the difference
between the  closing  level  of the  index  and  the exercise  price  times  the
multiplier, if the closing level is less than the exercise price.
 
The  risks  of  investment in  index  options  may be  greater  than  options on
securities. Because index options are settled in cash, when a Fund writes a call
on  an  index  it  cannot  provide  in  advance  for  its  potential  settlement
obligations  by acquiring  and holding the  underlying securities.  The Fund can
offset some of the  risk of writing  a call index option  position by holding  a
diversified  portfolio of  securities similar to  those on  which the underlying
index is based.  However, the Fund  cannot, as a  practical matter, acquire  and
hold  a portfolio containing  exactly the same securities  as underlie the index
and, as a result, bears a risk that  the value of the securities held will  vary
from the value of the index.
 
Even  if the Fund could assemble  a securities portfolio that exactly reproduced
the composition of  the underlying index,  it still would  not be fully  covered
from  a risk standpoint because  of the "timing risk"  inherent in writing index
options. When an index option is exercised,  the amount of cash that the  holder
is  entitled to  receive is  determined by  the difference  between the exercise
price and the closing index level on  the date when the option is exercised.  As
with  other kinds of options, the Fund as  the call writer will not know that it
has been assigned  until the next  business day  at the earliest.  The time  lag
between  exercise and  notice of assignment  poses no  risk for the  writer of a
covered call on a specific underlying
 
                   Statement of Additional Information Page 8
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
security, such as  common stock,  because there  the writer's  obligation is  to
deliver  the underlying security, not to pay its value as of a fixed time in the
past. So long as the writer already owns the underlying security, it can satisfy
its settlement obligations by simply delivering it, and the risk that its  value
may  have declined since the exercise date is borne by the exercising holder. In
contrast, even if  the writer  of an index  call holds  securities that  exactly
match  the composition of the  underlying index, it will  not be able to satisfy
its assignment obligations by delivering those securities against payment of the
exercise price. Instead, it will be required  to pay cash in an amount based  on
the  closing index value on the exercise date; and by the time it learns that it
has been assigned, the index may have declined, with a corresponding decline  in
the  value  of  its securities  portfolio.  This  "timing risk"  is  an inherent
limitation on the ability of index call writers to cover their risk exposure  by
holding securities positions.
 
If  the Fund purchases an index option and exercises it before the closing index
value for  that day  is  available, it  runs  the risk  that  the level  of  the
underlying  index may subsequently change. If such a change causes the exercised
option to fall out-of-the-money, the Fund will be required to pay the difference
between the closing index value and the exercise price of the option (times  the
applicable multiplier) to the assigned writer.
 
INTEREST RATE, CURRENCY AND STOCK INDEX FUTURES CONTRACTS
The  Fund may enter  into interest rate  or currency futures  contracts, and may
enter into stock  index futures contracts  (collectively, "Futures" or  "Futures
Contracts"),  as a hedge against changes in prevailing levels of interest rates,
currency exchange rates or  stock prices in order  to establish more  definitely
the effective return on securities or currencies held or intended to be acquired
by  the  Fund. The  Fund's hedging  may include  sales of  Futures as  an offset
against the effect  of expected  increases in  interest rates  and decreases  in
currency  exchange rates or stock prices, and  purchases of Futures as an offset
against the effect  of expected  declines in  interest rates,  and increases  in
currency exchange rates or stock prices.
 
The  Fund only  will enter  into Futures  Contracts that  are traded  on futures
exchanges and  are standardized  as to  maturity date  and underlying  financial
instrument.  Futures  exchanges and  trading thereon  in  the United  States are
regulated under  the Commodity  Exchange Act  by the  Commodity Futures  Trading
Commission ("CFTC"). Futures are exchanged in London at the London International
Financial Futures Exchange.
 
Although techniques other than sales and purchases of Futures Contracts could be
used  to reduce the Fund's exposure to interest rate, currency exchange rate and
stock market  fluctuations, the  Fund may  be able  to hedge  its exposure  more
effectively and at a lower cost through using Futures Contracts.
 
A  Futures Contract provides  for the future  sale by one  party and purchase by
another party of a specified amount of a specific financial instrument (security
or currency) for a specified price at a designated date, time and place. A stock
index Futures Contract provides for the delivery, at a designated date, time and
place, of  an amount  of  cash equal  to a  specified  dollar amount  times  the
difference between the stock index value at the close of trading on the contract
and  the price at which  the Futures Contract is  originally struck; no physical
delivery of stocks  comprising the index  is made. Brokerage  fees are  incurred
when  a  Futures  Contract  is  bought or  sold,  and  margin  deposits  must be
maintained at all times the Futures Contract is outstanding.
 
Although Futures Contracts typically require future delivery of and payment  for
financial  instruments or currencies,  Futures Contracts usually  are closed out
before the delivery date. Closing out an open Futures Contract sale or  purchase
is  effected by entering  into an offsetting Futures  Contract purchase or sale,
respectively,  for  the  same  aggregate  amount  of  the  identical   financial
instrument  or currency and  the same delivery date.  If the offsetting purchase
price is less than the original sale price,  the Fund realizes a gain; if it  is
more, the Fund realizes a loss. Conversely, if the offsetting sale price is more
than  the original purchase price, the Fund realizes  a gain; if it is less, the
Fund realizes  a loss.  The transaction  costs also  must be  included in  these
calculations.  There can be no assurance, however, that the Fund will be able to
enter into  an  offsetting transaction  with  respect to  a  particular  Futures
Contract  at  a particular  time.  If the  Fund  is not  able  to enter  into an
offsetting transaction, the Fund  will continue to be  required to maintain  the
margin deposits on the Futures Contract.
 
As  an example of an offsetting transaction, the contractual obligations arising
from the sale of one Futures Contract of September Deutschemarks on an  exchange
may  be fulfilled  at any  time before  delivery under  the Futures  Contract is
required (I.E., on a specified date  in September, the "delivery month") by  the
purchase  of another  Futures Contract  of September  Deutschemarks on  the same
exchange. In such instance the difference between the price at which the Futures
Contract was  sold  and  the  price paid  for  the  offsetting  purchase,  after
allowance for transaction costs, represents the profit or loss to the Fund.
 
The  Fund's Futures transactions will be entered into for hedging purposes only;
that is, Futures  Contracts will be  sold to  protect against a  decline in  the
price  of securities or currencies that the Fund owns, or Futures Contracts will
be purchased
 
                   Statement of Additional Information Page 9
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
to protect the Fund against an increase in the price of securities or currencies
it has committed to purchase or expects to purchase.
 
"Margin" with respect to Futures Contracts is  the amount of funds that must  be
deposited  by the Fund in order to  initiate Futures trading and to maintain the
Fund's open  positions in  Futures Contracts.  A margin  deposit made  when  the
Futures  Contract is entered  into ("initial margin") is  intended to assure the
Fund's performance  under  the  Futures  Contract. The  margin  required  for  a
particular Futures Contract is set by the exchange on which the Futures Contract
is  traded, and may be modified significantly  from time to time by the exchange
during the term of the Futures Contract.
 
Subsequent  payments,  called  "variation  margin,"  to  and  from  the  futures
commission  merchant through  which the Fund  entered into  the Futures Contract
will be made on a daily basis as the price of the underlying security,  currency
or index fluctuates making the Futures Contract more or less valuable, a process
known as marking-to-market.
 
    RISKS  OF  USING  FUTURES CONTRACTS.  The  prices of  Futures  Contracts are
volatile and  are influenced,  among  other things,  by actual  and  anticipated
changes  in  interest rates  and currency  exchange rates,  and in  stock market
movements, which  in turn  are  affected by  fiscal  and monetary  policies  and
national and international political and economic events.
 
There  is a risk of  imperfect correlation between changes  in prices of Futures
Contracts and prices  of the securities  or currencies in  the Fund's  portfolio
being   hedged.  The  degree   of  imperfection  of   correlation  depends  upon
circumstances such as: variations in  speculative market demand for Futures  and
for securities or currencies, including technical influences in Futures trading;
and   differences  between  the  financial  instruments  being  hedged  and  the
instruments underlying the standard Futures  Contracts available for trading.  A
decision  of whether, when,  and how to  hedge involves skill  and judgment, and
even a  well-conceived hedge  may  be unsuccessful  to  some degree  because  of
unexpected market behavior or interest or currency rate trends.
 
Because  of  the  low  margin deposits  required,  Futures  trading  involves an
extremely high  degree  of leverage.  As  a  result, a  relatively  small  price
movement  in a Futures Contract may result in immediate and substantial loss, as
well as gain, to the investor. For example,  if at the time of purchase, 10%  of
the  value of  the Futures  Contract is  deposited as  margin, a  subsequent 10%
decrease in the value of  the Futures Contract would result  in a total loss  of
the  margin  deposit, before  any deduction  for the  transaction costs,  if the
account were then closed  out. A 15%  decrease would result in  a loss equal  to
150%  of the original margin  deposit, if the Futures  Contract were closed out.
Thus, a purchase or sale of a Futures Contract may result in losses in excess of
the amount invested in the Futures Contract.
 
Most U.S. Futures exchanges limit the amount of fluctuation permitted in Futures
Contract and options on Futures Contract prices during a single trading day. The
daily limit establishes the maximum amount that the price of a Futures  Contract
or option may vary either up or down from the previous day's settlement price at
the  end  of a  trading session.  Once the  daily  limit has  been reached  in a
particular type of Futures Contract or option, no trades may be made on that day
at a price beyond that limit. The daily limit governs only price movement during
a particular trading day and therefore does not limit potential losses,  because
the limit may prevent the liquidation of unfavorable positions. Futures Contract
and  option  prices  occasionally have  moved  to  the daily  limit  for several
consecutive trading days with  little or no  trading, thereby preventing  prompt
liquidation of positions and subjecting some traders to substantial losses.
 
If the Fund were unable to liquidate a Futures or option on Futures position due
to  the absence of a liquid secondary  market or the imposition of price limits,
it could incur  substantial losses.  The Fund would  continue to  be subject  to
market  risk with respect  to the position.  In addition, except  in the case of
purchased options,  the  Fund  would  continue to  be  required  to  make  daily
variation  margin payments and might be  required to maintain the position being
hedged by the Future or option or to maintain cash or securities in a segregated
account.
 
Certain characteristics  of the  Futures  market might  increase the  risk  that
movements  in the prices  of Futures Contracts  or options on  Futures might not
correlate perfectly  with  movements in  the  prices of  the  investments  being
hedged.  For example,  all participants  in the  Futures and  options on Futures
markets are subject to  daily variation margin calls  and might be compelled  to
liquidate  Futures  or  options on  Futures  positions whose  prices  are moving
unfavorably to avoid being  subject to further  calls. These liquidations  could
increase  price  volatility  of the  instruments  and distort  the  normal price
relationship between the Futures  or options and  the investments being  hedged.
Also, because initial margin deposit requirements in the Futures market are less
onerous  than  margin requirements  in the  securities  markets, there  might be
increased  participation   by  speculators   in   the  Futures   markets.   This
participation  also  might  cause  temporary  price  distortions.  In  addition,
activities of large traders in both the Futures and securities markets involving
arbitrage, "program trading"  and other  investment strategies  might result  in
temporary price distortions.
 
                  Statement of Additional Information Page 10
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
OPTIONS ON FUTURES CONTRACTS
Options  on Futures Contracts are similar to options on securities or currencies
except that options on Futures Contracts give the purchaser the right, in return
for the  premium paid,  to  assume a  position in  a  Futures Contract  (a  long
position if the option is a call and a short position if the option is a put) at
a  specified exercise price  at any time  during the period  of the option. Upon
exercise of the option, the  delivery of the Futures  position by the writer  of
the  option to the holder  of the option will be  accompanied by delivery of the
accumulated balance in the writer's Futures margin account, which represents the
amount by which the market price  of the Futures Contract, at exercise,  exceeds
(in  the case of  a call) or  is less than (in  the case of  a put) the exercise
price of the option on  the Futures Contract. If an  option is exercised on  the
last trading day prior to the expiration date of the option, the settlement will
be  made entirely in cash equal to  the difference between the exercise price of
the option and  the closing level  of the securities,  currencies or index  upon
which  the  Futures Contract  is  based on  the  expiration date.  Purchasers of
options who fail to exercise their options  prior to the exercise date suffer  a
loss of the premium paid.
 
The  purchase of  call options  on Futures can  serve as  a long  hedge, and the
purchase of put  options on Futures  can serve  as a short  hedge. Writing  call
options  on Futures can serve as a  limited short hedge, and writing put options
on Futures can serve as a limited  long hedge, using a strategy similar to  that
used for writing options on securities, foreign currencies or indices.
 
If  the Fund  writes an  option on a  Futures Contract,  it will  be required to
deposit initial and variation margin  pursuant to requirements similar to  those
applicable to Futures Contracts. Premiums received from the writing of an option
on a Futures Contract are included in the initial margin deposit.
 
The  Fund may seek to close out an option position by selling an option covering
the same Futures  Contract and  having the  same exercise  price and  expiration
date.  The  ability to  establish and  close  out positions  on such  options is
subject to the maintenance of a liquid secondary market.
 
LIMITATIONS ON  USE  OF FUTURES,  OPTIONS  ON  FUTURES AND  CERTAIN  OPTIONS  ON
CURRENCIES
   
To  the extent that the  Fund enters into Futures  Contracts, options on Futures
Contracts,  and  options  on  foreign  currencies  traded  on  a  CFTC-regulated
exchange,  in each case other than for BONA FIDE hedging purposes (as defined by
the CFTC), the aggregate initial margin and premiums required to establish those
positions (excluding the amount  by which options  are "in-the-money") will  not
exceed  5% of the liquidation  value of the Fund's  portfolio, after taking into
account unrealized profits and unrealized losses  on any contracts the Fund  has
entered   into.  In   general,  a   call  option   on  a   Futures  Contract  is
"in-the-money"if the  value  of  the underlying  Futures  Contract  exceeds  the
strike, I.E., exercise, price of the call; a put option on a Futures Contract is
"in-the-money"  if the value  of the underlying Futures  Contract is exceeded by
the strike price of  the put. This  guideline may be  modified by the  Company's
Board  of Directors without  a shareholder vote. This  limitation does not limit
the percentage of the Fund's assets at risk to 5%.
    
 
FORWARD CONTRACTS
A Forward Contract is an obligation, usually arranged with a commercial bank  or
other  currency dealer, to purchase or  sell a currency against another currency
at a future date and  price as agreed upon by  the parties. The Fund either  may
accept or make delivery of the currency at the maturity of the Forward Contract.
The  Fund may also, if its contra party  agrees, prior to maturity, enter into a
closing transaction involving the purchase or sale of an offsetting contract.
 
The Fund engages  in forward  currency transactions  in anticipation  of, or  to
protect  itself against, fluctuations  in exchange rates. The  Fund might sell a
particular  foreign  currency  forward,  for   example,  when  it  holds   bonds
denominated  in a  foreign currency but  anticipates, and seeks  to be protected
against, a decline in the currency against the U.S. dollar. Similarly, the  Fund
might  sell the  U.S. dollar  forward when  it holds  bonds denominated  in U.S.
dollars but anticipates,  and seeks to  be protected against,  a decline in  the
U.S.  dollar relative  to other currencies.  Further, the Fund  might purchase a
currency forward  to "lock  in"  the price  of  securities denominated  in  that
currency that it anticipates purchasing.
 
   
Forward  Contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A Forward
Contract generally has no deposit requirement and no commissions are charged  at
any stage for trades. The Fund will enter into such Forward Contracts with major
U.S.  or foreign banks and securities or currency dealers in accordance with the
guidelines approved by the Company's Board of Directors.
    
 
The Fund  may enter  into  Forward Contracts  either  with respect  to  specific
transactions  or with  respect to  the Fund's  portfolio positions.  The precise
matching of the Forward  Contract amounts and the  value of specific  securities
generally  will not be possible  because the future value  of such securities in
foreign currencies will change as a consequence of market movements in the value
of those securities between  the date the Forward  Contract is entered into  and
the date it matures.
 
                  Statement of Additional Information Page 11
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
Accordingly,  it may  be necessary for  the Fund to  purchase additional foreign
currency on the spot (I.E., cash) market (and bear the expense of such purchase)
if the market value of the security is less than the amount of foreign  currency
the  Fund is obligated to deliver and if a decision is made to sell the security
and make delivery of  the foreign currency. Conversely,  it may be necessary  to
sell  on the spot market  some of the foreign currency  the Fund is obligated to
deliver. The projection  of short-term  currency market  movements is  extremely
difficult,  and the  successful execution  of a  short-term hedging  strategy is
highly uncertain. Forward Contracts involve  the risk that anticipated  currency
movements  will not be predicted accurately,  causing the Fund to sustain losses
on these contracts and transaction costs.
 
At or before the  maturity of a  Forward Contract requiring the  Fund to sell  a
currency,  the  Fund either  may  sell a  portfolio  security and  use  the sale
proceeds to make delivery of the currency or retain the security and offset  its
contractual  obligation to deliver the currency  by purchasing a second contract
pursuant to which  the Fund will  obtain, on  the same maturity  date, the  same
amount  of the currency that it is obligated to deliver. Similarly, the Fund may
close out a Forward  Contract requiring it to  purchase a specified currency  by
entering  into a second  contract, if its  contra party agrees,  entitling it to
sell the same  amount of the  same currency on  the maturity date  of the  first
contract.  The Fund would  realize a gain or  loss as a  result of entering into
such an offsetting Forward Contract under either circumstance to the extent  the
exchange  rate  or  rates  between the  currencies  involved  moved  between the
execution dates of the first contract and the offsetting contract.
 
The cost to the Fund of engaging  in Forward Contracts varies with factors  such
as  the currencies involved,  the length of  the contract period  and the market
conditions then prevailing. Because Forward  Contracts usually are entered  into
on  a principal basis, no  fees or commissions are  involved. The use of Forward
Contracts does  not  eliminate fluctuations  in  the prices  of  the  underlying
securities  the Fund owns or intends to acquire, but it does establish a rate of
exchange in advance. In addition, while Forward Contract sales limit the risk of
loss due to a decline in the value of the hedged currencies, they also limit any
potential gain that might result should the value of the currencies increase.
 
FOREIGN CURRENCY STRATEGIES -- SPECIAL CONSIDERATIONS
The Fund may use options on  foreign currencies, Futures on foreign  currencies,
options  on Futures on foreign currencies and Forward Contracts to hedge against
movements in the values of the foreign currencies in which the Fund's securities
are denominated. Such currency hedges can  protect against price movements in  a
security  that the  Fund owns  or intends  to acquire  that are  attributable to
changes in the value of the currency in which it is denominated. Such hedges  do
not,  however,  protect  against  price movements  in  the  securities  that are
attributable to other causes.
 
The Fund  might seek  to hedge  against changes  in the  value of  a  particular
currency  when no  Futures Contract, Forward  Contract or  option involving that
currency is available or  one of such contracts  is more expensive than  certain
other  contracts. In such cases,  the Fund may hedge  against price movements in
that currency  by entering  into a  contract on  another currency  or basket  of
currencies,  the values of  which the Sub-adviser believes  will have a positive
correlation to the value of the  currency being hedged. The risk that  movements
in  the price of the contract will not correlate perfectly with movements in the
price of the currency being hedged is magnified when this strategy is used.
 
The value of Futures Contracts, options on Futures Contracts, Forward Contracts,
and options  on  foreign currencies  depends  on  the value  of  the  underlying
currency  relative  to the  U.S. dollar.  Because foreign  currency transactions
occurring in the  interbank market  might involve  substantially larger  amounts
than  those  involved in  the  use of  Futures  Contracts, Forward  Contracts or
options, the  Fund could  be disadvantaged  by  dealing in  the odd  lot  market
(generally  consisting  of  transactions  of  less  than  $1  million)  for  the
underlying foreign currencies at prices that  are less favorable than for  round
lots.
 
There is no systematic reporting of last sale information for foreign currencies
or  any  regulatory requirements  that quotations  available through  dealers or
other market sources be firm or revised on a timely basis. Quotation information
generally is representative of very  large transactions in the interbank  market
and  thus  might not  reflect  odd-lot transactions  where  rates might  be less
favorable.  The   interbank  market   in  foreign   currencies  is   a   global,
round-the-clock  market. To the  extent the U.S. options  or Futures markets are
closed while the markets for the underlying currencies remain open,  significant
price  and rate movements might take place in the underlying markets that cannot
be reflected in  the markets  for the Futures  contracts or  options until  they
reopen.
 
Settlement of Futures Contracts, Forward Contracts and options involving foreign
currencies  might  be required  to  take place  within  the country  issuing the
underlying currency. Thus, the Fund might be required to accept or make delivery
of the  underlying foreign  currency  in accordance  with  any U.S.  or  foreign
regulations  regarding the maintenance  of foreign banking  arrangements by U.S.
residents and might be  required to pay any  fees, taxes and charges  associated
with such delivery assessed in the issuing country.
 
                  Statement of Additional Information Page 12
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
COVER
Transactions  using Forward Contracts, Futures Contracts and options (other than
options purchased  by the  Fund) expose  the Fund  to an  obligation to  another
party.  The Fund will not enter into any such transactions unless it owns either
(1) an  offsetting  ("covered") position  in  securities, currencies,  or  other
options,  Forward Contracts or  Futures Contracts, or  (2) cash, receivables and
short-term debt securities  with a value  sufficient at all  times to cover  its
potential obligations not covered as provided in (1) above. The Fund will comply
with SEC guidelines regarding cover for these instruments and, if the guidelines
so require, set aside cash or liquid securities.
 
Assets  used as cover or  held in a segregated account  cannot be sold while the
position in the corresponding  Forward Contract, Futures  Contract or option  is
open, unless they are replaced with other appropriate assets. If a large portion
of  the Fund's assets are used for cover or otherwise set aside, it could affect
portfolio management or the Fund's ability to meet redemption requests or  other
current obligations.
 
- --------------------------------------------------------------------------------
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
ILLIQUID SECURITIES
   
The  Fund  may  invest up  to  15% of  its  net assets  in  illiquid securities.
Securities may  be considered  illiquid  if the  Fund cannot  reasonably  expect
within  seven days to sell the securities  for approximately the amount at which
the Fund values such securities. The sale of illiquid securities, if they can be
sold at all,  generally will require  more time and  result in higher  brokerage
charges  or dealer discounts and other selling  expenses than the sale of liquid
securities, such as securities eligible for trading on U.S. securities exchanges
or in the over-the-counter markets. Moreover, restricted securities which may be
illiquid for purposes  of this limitation,  often sell,  if at all,  at a  price
lower than similar securities that are not subject to restrictions on resale.
    
 
Illiquid  securities include those that are subject to restrictions contained in
the securities  laws of  other countries.  However, securities  that are  freely
marketable  in the country where  they are principally traded,  but would not be
freely marketable in the United States,  will not be considered illiquid.  Where
registration  is required, the Fund  may be obligated to pay  all or part of the
registration expenses and a considerable period  may elapse between the time  of
the  decision to sell and the time the  Fund may be permitted to sell a security
under an effective  registration statement.  If, during such  a period,  adverse
market  conditions were to develop, the Fund might obtain a less favorable price
than prevailed when it decided to sell.
 
Not  all  restricted  securities   are  illiquid.  In   recent  years  a   large
institutional   market  has  developed  for  certain  securities  that  are  not
registered under the Securities Act of 1933, as amended ("1933 Act"),  including
private  placements, repurchase agreements, commercial paper, foreign securities
and corporate bonds and notes. These instruments are often restricted securities
because the  securities are  sold in  transactions not  requiring  registration.
Institutional investors generally will not seek to sell these instruments to the
general   public,  but  instead  will  often   depend  either  on  an  efficient
institutional market in which such unregistered securities can be readily resold
or on an issuer's ability to honor  a demand for repayment. Therefore, the  fact
that there are contractual or legal restrictions on resale to the general public
or certain institutions is not dispositive of the liquidity of such investments.
 
Rule  144A under the 1933 Act establishes  a "safe harbor" from the registration
requirements of the  1933 Act  for resales  of certain  securities to  qualified
institutional  buyers.  Institutional  markets  for  restricted  securities have
developed as a result of Rule 144A, providing both readily ascertainable  values
for  restricted securities and the ability to liquidate an investment to satisfy
share redemption orders. Such markets include automated systems for the trading,
clearance and  settlement of  unregistered securities  of domestic  and  foreign
issuers,  such as  the PORTAL  System sponsored  by the  National Association of
Securities Dealers,  Inc.  An  insufficient number  of  qualified  institutional
buyers interested in purchasing Rule 144A-eligible restricted securities held by
a  Fund, however,  could affect  adversely the  marketability of  such portfolio
securities and the Fund might be  unable to dispose of such securities  promptly
or at favorable prices.
 
   
With  respect  to liquidity  determinations  generally, the  Company's  Board of
Directors has  the  ultimate  responsibility for  determining  whether  specific
securities, including restricted securities pursuant to Rule 144A under the 1933
Act,  are liquid  or illiquid.  The Board has  delegated the  function of making
day-to-day determinations of liquidity to the Sub-
    
 
                  Statement of Additional Information Page 13
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
   
adviser in  accordance  with  procedures  approved by  the  Company's  Board  of
Trustees.  The Sub-adviser  takes into account  a number of  factors in reaching
liquidity decisions, including, but not limited to: (i) the frequency of trading
in the security; (ii) the  number of dealers who  make quotes for the  security;
(iii)  the  number  of dealers  who  have undertaken  to  make a  market  in the
security; (iv) the number of other  potential purchasers; and (v) the nature  of
the  security and  how trading is  effected (e.g.,  the time needed  to sell the
security,  how  offers  are  solicited  and  the  mechanics  of  transfer).  The
Sub-adviser  monitors the  liquidity of securities  in the  Fund's portfolio and
periodically reports  on  such decisions  to  the  Board of  Directors.  If  the
liquidity  percentage  restriction  of the  Fund  is  satisfied at  the  time of
investment, a later increase  in the percentage of  illiquid securities held  by
the Fund resulting from a change in market value or assets will not constitute a
violation  of that restriction.  If as a result  of a change  in market value or
assets, the percentage of illiquid securities  held by the Fund increases  above
the  applicable limit, the Sub-adviser will  take appropriate steps to bring the
aggregate amount of illiquid  assets back within  the prescribed limitations  as
soon   as  reasonably  practicable,  taking  into  account  the  effect  of  any
disposition on the Fund.
    
 
FOREIGN SECURITIES
    POLITICAL, SOCIAL AND  ECONOMIC RISKS. Investing  in securities of  non-U.S.
companies may entail additional risks due to the potential political, social and
economic  instability  of  certain  countries and  the  risks  of expropriation,
nationalization, confiscation  or  the  imposition of  restrictions  on  foreign
investment,  convertibility of currencies into  U.S. dollars and on repatriation
of capital  invested. In  the event  of such  expropriation, nationalization  or
other  confiscation by any country, the Fund could lose its entire investment in
any such country.
 
    RELIGIOUS AND ETHNIC INSTABILITY.  Certain countries in  which the Fund  may
invest  may  have  groups  that  advocate  radical  religious  or  revolutionary
philosophies or support ethnic independence. Any disturbance on the part of such
individuals could carry the potential for widespread destruction or confiscation
of property owned by individuals and entities foreign to such country and  could
cause the loss of the Fund's investment in those countries. Instability may also
result  from,  among other  things:  (i) authoritarian  governments  or military
involvement in  political and  economic  decision-making, including  changes  in
government  through extra-constitutional  means; (ii)  popular unrest associated
with demands for improved political,  economic and social conditions; and  (iii)
hostile  relations with neighboring  or other countries.  Such political, social
and economic instability could disrupt the principal financial markets in  which
the Fund invests and adversely affect the value of the Fund's assets.
 
    FOREIGN  INVESTMENT  RESTRICTIONS.  Certain  countries  prohibit  or  impose
substantial restrictions on investments  in their capital markets,  particularly
their  equity markets, by foreign entities  such as the Fund. These restrictions
or controls may at times limit or preclude investment in certain securities  and
may  increase the cost and expenses of  the Fund. For example, certain countries
require prior governmental approval before investments by foreign persons may be
made, or may limit the amount of  investment by foreign persons in a  particular
company,  or limit the investment by foreign persons to only a specific class of
securities of a company that may have less advantageous terms than securities of
the company available for purchase by nationals. Moreover, the national policies
of certain  countries  may  restrict  investment  opportunities  in  issuers  or
industries  deemed sensitive to national  interests. In addition, some countries
require governmental approval for the repatriation of investment income, capital
or the proceeds of securities sales by foreign investors. In addition, if  there
is  a deterioration in a  country's balance of payments  or for other reasons, a
country may impose restrictions on foreign capital remittances abroad. The  Fund
could  be adversely affected by  delays in, or a  refusal to grant, any required
governmental approval for repatriation, as well  as by the application to it  of
other restrictions on investments.
 
    NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL
REGULATION.  Foreign companies are subject to accounting, auditing and financial
standards and requirements that  differ in some  cases significantly from  those
applicable to U.S. companies. In particular, the assets, liabilities and profits
appearing  on the  financial statements  of such a  company may  not reflect its
financial position or results of operations  in the way they would be  reflected
had  such financial statements  been prepared in  accordance with U.S. generally
accepted accounting principles. Most of the foreign securities held by the  Fund
will  not be registered with  the SEC or regulators  of any foreign country, nor
will the issuers thereof be subject  to the SEC's reporting requirements.  Thus,
there  will be  less available  information concerning  most foreign  issuers of
securities held  by the  Fund  than is  available  concerning U.S.  issuers.  In
instances  where the financial statements of an issuer are not deemed to reflect
accurately the  financial situation  of the  issuer, the  Sub-adviser will  take
appropriate steps to evaluate the proposed investment, which may include on-site
inspection  of the issuer, interviews with its management and consultations with
accountants, bankers and other specialists. There is substantially less publicly
available information about foreign companies than there are reports and ratings
published about  U.S. companies  and  the U.S.  Government. In  addition,  where
public  information is available, it may  be less reliable than such information
regarding U.S.  issuers.  Issuers of  securities  on foreign  jurisdictions  are
generally  not subject  to the  same degree  of regulation  as are  U.S. issuers
 
                  Statement of Additional Information Page 14
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
with respect to  such matters  as restrictions on  market manipulation,  insider
trading   rules,  shareholder  proxy  requirements   and  timely  disclosure  of
information.
 
    CURRENCY FLUCTUATIONS. Because  the Fund, under  normal circumstances,  will
invest  a substantial portion of  its total assets in  the securities of foreign
issuers which are denominated in foreign currencies, the strength or weakness of
the U.S. dollar  against such foreign  currencies will account  for part of  the
Fund's investment performance. A decline in the value of any particular currency
against  the U.S. dollar  will cause a decline  in the U.S.  dollar value of the
Fund's holdings  of  securities  and  cash denominated  in  such  currency  and,
therefore,  will cause an overall decline in  the Fund's net asset value and any
net investment  income and  capital gains  derived from  such securities  to  be
distributed  in U.S. dollars to shareholders of the Fund. Moreover, if the value
of the foreign currencies in which  the Fund receives its income falls  relative
to  the  U.S.  dollar between  receipt  of the  income  and the  making  of Fund
distributions, the Fund may be required to liquidate securities in order to make
distributions if  the  Fund  has  insufficient cash  in  U.S.  dollars  to  meet
distribution requirements.
 
   
The  rate of exchange between the U.S. dollar and other currencies is determined
by several factors including  the supply and  demand for particular  currencies,
central  bank efforts to support particular currencies, the movement of interest
rates and the pace of business activity in certain other countries and the U.S.,
and other economic and financial conditions affecting the world economy.
    
 
Although the Fund values  its assets daily  in terms of  U.S. dollars, the  Fund
does  not intend to convert its holdings of foreign currencies into U.S. dollars
on a daily basis. The Fund will do so from time to time, and investors should be
aware of the costs of currency conversion. Although foreign exchange dealers  do
not  charge  a  fee  for conversion,  they  do  realize a  profit  based  on the
difference ("spread") between the  prices at which they  are buying and  selling
various  currencies. Thus, a dealer may offer  to sell a foreign currency to the
Fund at one  rate, while  offering a  lesser rate  of exchange  should the  Fund
desire to sell that currency to the dealer.
 
    ADVERSE  MARKET CHARACTERISTICS. Securities  of many foreign  issuers may be
less liquid and their  prices more volatile than  securities of comparable  U.S.
issuers.  In  addition, foreign  securities  markets and  brokers  generally are
subject to less governmental  supervision and regulation than  in the U.S.,  and
foreign  securities transactions usually are subject to fixed commissions, which
generally are  higher  than  negotiated commissions  on  U.S.  transactions.  In
addition,  foreign  securities  transactions  may  be  subject  to  difficulties
associated with the settlement of such transactions. Delays in settlement  could
result in temporary periods when assets of the Fund are uninvested and no return
is earned thereon. The inability of the Fund to make intended security purchases
due   to  settlement   problems  could  cause   the  Fund   to  miss  attractive
opportunities. Inability to dispose  of a portfolio  security due to  settlement
problems either could result in losses to the Fund due to subsequent declines in
value  of the portfolio security or, if the  Fund has entered into a contract to
sell the security,  could result  in possible  liability to  the purchaser.  The
Sub-adviser  will consider such difficulties  when determining the allocation of
the  Fund's  assets,  although  the  Sub-adviser  does  not  believe  that  such
difficulties will have a material adverse effect on the Fund's portfolio trading
activities.
 
The  Fund may  use foreign  custodians, which may  involve risks  in addition to
those related to the  use of U.S. custodians.  Such risks include  uncertainties
relating  to: (i) determining and  monitoring the financial strength, reputation
and standing of the foreign  custodian; (ii) maintaining appropriate  safeguards
to  protect the Fund's investments and  (iii) possible difficulties in obtaining
and enforcing judgments against such custodians.
 
    WITHHOLDING TAXES. The Fund's net investment income from foreign issuers may
be subject  to  withholding  taxes  by the  foreign  issuer's  country,  thereby
reducing  the Fund's  net investment  income or  delaying the  receipt of income
where those taxes may be recaptured. See "Taxes."
 
    CONCENTRATION. To the extent the Fund  invests a significant portion of  its
assets in securities of issuers located in a particular country or region of the
world,  it may be subject to greater risks and may experience greater volatility
than a fund that is more broadly diversified geographically.
 
    SPECIAL CONSIDERATIONS AFFECTING WESTERN  EUROPEAN COUNTRIES. The  countries
that  are members of the European Economic Community ("Common Market") (Belgium,
Denmark, France,  Germany,  Greece,  Ireland,  Italy,  Luxembourg,  Netherlands,
Portugal,  Spain, and the United Kingdom)  eliminated certain import tariffs and
quotas and  other trade  barriers with  respect  to one  another over  the  past
several  years. The Sub-adviser  believes that this  deregulation should improve
the prospects  for economic  growth in  many Western  European countries.  Among
other  things, the deregulation could enable  companies domiciled in one country
to avail  themselves  of lower  labor  costs  existing in  other  countries.  In
addition,  this deregulation could benefit companies domiciled in one country by
opening additional  markets for  their goods  and services  in other  countries.
Since,  however, it is not  clear what the exact form  or effect of these Common
Market reforms
 
                  Statement of Additional Information Page 15
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
will be on business in Western Europe, it is impossible to predict the long-term
impact of the implementation  of these programs on  the securities owned by  the
Fund.
 
    SPECIAL  CONSIDERATIONS  AFFECTING  RUSSIA AND  EASTERN  EUROPEAN COUNTRIES.
Investing in Russia  and Eastern European  countries involves a  high degree  of
risk  and special considerations not typically  associated with investing in the
United States securities markets, and  should be considered highly  speculative.
Such  risks include: (1)  delays in settling portfolio  transactions and risk of
loss arising out of the system of  share registration and custody; (2) the  risk
that  it may be impossible  or more difficult than  in other countries to obtain
and/or enforce a  judgement; (3) pervasiveness  of corruption and  crime in  the
economic system; (4) currency exchange rate volatility and the lack of available
currency  hedging instruments; (5) higher rates of inflation (including the risk
of  social  unrest  associated  with   periods  of  hyper-inflation)  and   high
unemployment; (6) controls on foreign investment and local practices disfavoring
foreign  investors and limitations on  repatriation of invested capital, profits
and dividends, and  on a fund's  ability to exchange  local currencies for  U.S.
dollars;  (7) political instability and social unrest and violence; (8) the risk
that the governments of Russia and Eastern European countries may decide not  to
continue  to support the economic reform programs implemented recently and could
follow radically different political and/or  economic policies to the  detriment
of  investors,  including non-market-oriented  policies such  as the  support of
certain industries at the expense of other sectors or investors, or a return  to
the  centrally planned economy that existed  when such countries had a communist
form of government; (9) the financial condition of companies in these countries,
including large amounts of inter-company debt which may create a payments crisis
on a national scale; (10) dependency on exports and the corresponding importance
of international trade;  (11) the risk  that the tax  system in these  countries
will  not  be reformed  to prevent  inconsistent, retroactive  and/or exorbitant
taxation; and (12) the underdeveloped nature of the securities markets.
 
    SPECIAL CONSIDERATIONS AFFECTING JAPAN. Japan's economic growth has declined
significantly since 1990. The general government position has deteriorated as  a
result  of weakening economic  growth and stimulative  measures taken to support
economic activity and to  restore financial stability.  Although the decline  in
interest   rates  and  fiscal  stimulation   packages  have  helped  to  contain
recessionary forces, uncertainties remain. Japan is also heavily dependent  upon
international  trade, so its  economy is especially  sensitive to trade barriers
and disputes.  Japan has  had  difficult relations  with its  trading  partners,
particularly the United States, where the trade imbalance is the greatest. It is
possible  that  trade sanctions  and other  protectionist measures  could impact
Japan adversely in both the short and the long term.
 
The common  stocks  of many  Japanese  companies trade  at  high  price-earnings
ratios.  Differences  in accounting  methods make  it  difficult to  compare the
earnings of  Japanese companies  with  those of  companies in  other  countries,
especially  in the  U.S. In  general, however, reported  net income  in Japan is
understated relative to  U.S. accounting standards  and this is  one reason  why
price-earnings   ratios  of  the  stocks   of  Japanese  companies  have  tended
historically to be  higher than  those for  U.S. stocks.  In addition,  Japanese
companies  have  tended to  have  higher growth  rates  than U.S.  companies and
Japanese interest rates  have generally  been lower than  in the  U.S., both  of
which  factors tend to result in  lower discount rates and higher price-earnings
ratios in Japan than in the U.S.
 
The Japanese securities  markets are  less regulated  than those  in the  United
States. Evidence has emerged from time to time of distortion of market prices to
serve  political or other purposes. Shareholders'  rights are not always equally
enforced. In addition, Japan's banking  industry is undergoing problems  related
to bad loans and declining values in real estate.
 
    SPECIAL  CONSIDERATIONS AFFECTING  PACIFIC REGION COUNTRIES.  Certain of the
risks associated with international  investments are heightened for  investments
in  Pacific region  countries. For  example, some  of the  currencies of Pacific
region countries  have  experienced steady  devaluations  relative to  the  U.S.
dollar,  and major  adjustments have been  made periodically in  certain of such
currencies. Certain countries, such as India, face serious exchange constraints.
Jurisdictional disputes  also exist  between  South Korea  and North  Korea.  In
addition,  the  Fund  may  invest  in  Hong  Kong,  which  reverted  to  Chinese
Administration on  July 1,  1997. Investments  in Hong  Kong may  be subject  to
expropriation, national, nationalization or confiscation, in which case the Fund
could  lose its entire  investment in Hong  Kong. In addition,  the reversion of
Hong Kong also presents a risk that the Hong Kong dollar will be devalued and  a
risk  of possible  loss of  investor confidence  in Hong  Kong's currency, stock
market and assets.
 
    SPECIAL  CONSIDERATIONS  AFFECTING  LATIN  AMERICAN  COUNTRIES.  Most  Latin
American  countries have experienced substantial,  and in some periods extremely
high, rates of  inflation for many  years. Inflation and  rapid fluctuations  in
inflation  rates have had and may continue  to have very negative effects on the
economies and securities  markets of certain  Latin American countries.  Certain
Latin  American countries are also among the largest debtors to commercial banks
and foreign governments. At times certain Latin American countries have declared
moratoria on the payment of principal
 
                  Statement of Additional Information Page 16
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
and/or interest on external debt. In addition, certain Latin American securities
markets have experienced high volatility in recent years.
 
Latin American countries may  also close certain sectors  of their economies  to
equity  investments  by foreigners.  Further due  to  the absence  of securities
markets and  publicly  owned corporations  and  due to  restrictions  on  direct
investment  by foreign entities,  investments may only be  made in certain Latin
American  countries  solely   or  primarily   through  governmentally   approved
investment vehicles or companies.
 
Certain Latin American countries may have managed currencies that are maintained
at  artificial levels to the U.S. dollar rather than at levels determined by the
market. This type  of system can  lead to  sudden and large  adjustments in  the
currency  which, in turn, can  have a disruptive and  negative effect on foreign
investors. For example, in late  1994, the value of  the Mexican peso lost  more
than one-third of its value relative to the U.S. dollar.
 
    SPECIAL   CONSIDERATIONS  AFFECTING  EMERGING   MARKETS.  Investing  in  the
securities of companies in emerging markets may entail special risks relating to
potential political and  economic instability  and the  risks of  expropriation,
nationalization,  confiscation  or  the imposition  of  restrictions  on foreign
investment, convertibility  into U.S.  dollars and  on repatriation  of  capital
invested.   In  the  event  of  such  expropriation,  nationalization  or  other
confiscation by any country,  the Fund could lose  its entire investment in  any
such country.
 
Emerging  securities  markets are  substantially  smaller, less  developed, less
liquid and more volatile than the major securities markets. The limited size  of
emerging securities markets and limited trading value in issuers compared to the
volume  of  trading in  U.S. securities  could  cause prices  to be  erratic for
reasons apart  from factors  that  affect the  quality  of the  securities.  For
example, limited market size may cause prices to be unduly influenced by traders
who  control  large  positions. Adverse  publicity  and  investors' perceptions,
whether or  not  based on  fundamental  analysis,  may decrease  the  value  and
liquidity  of portfolio  securities, especially  in these  markets. In addition,
securities traded in certain emerging markets may be subject to risks due to the
inexperience of financial intermediaries, a lack of modern technology, the  lack
of  a sufficient capital base to expand business operations, and the possibility
of permanent or temporary termination of trading.
 
Settlement mechanisms in emerging securities  markets may be less efficient  and
reliable  than in more developed markets.  In such emerging securities there may
be share registration and delivery delays or failures.
 
Many emerging market countries have experienced substantial, and in some periods
extremely  high,  rates  of  inflation  for  many  years.  Inflation  and  rapid
fluctuations in inflation rates and corresponding currency devaluations have had
and  may  continue to  have  negative effects  on  the economies  and securities
markets of certain emerging market countries.
 
- --------------------------------------------------------------------------------
 
                             INVESTMENT LIMITATIONS
 
- --------------------------------------------------------------------------------
 
The Fund  has  adopted  the  following  investment  limitations  as  fundamental
policies  which (unless otherwise noted) may  not be changed without approval by
the holders of  the lesser  of (i)  67% of the  Fund's shares  represented at  a
meeting  at which more than  50% of the outstanding  shares are represented, and
(ii) more than 50% of the outstanding shares. The Fund may not:
 
        (1) Purchase any security if, as a result of that purchase, 25% or  more
    of the Fund's total assets would be invested in securities of issuers having
    their  principal business activities in the  same industry, except that this
    limitation does not  apply to securities  issued or guaranteed  by the  U.S.
    government, its agencies or instrumentalities;
 
        (2)  Purchase or sell real estate, except that investments in securities
    of issuers  that invest  in real  estate and  investments in  mortgage-based
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the Fund may exercise rights  under agreements relating to such  securities,
    including  the right to  enforce security interests and  to hold real estate
    acquired by  reason  of such  enforcement  until  that real  estate  can  be
    liquidated in an orderly manner;
 
                  Statement of Additional Information Page 17
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
        (3)  Engage in the business of underwriting securities of other issuers,
    except to the extent that the Fund might be considered an underwriter  under
    the  federal securities laws in connection with its disposition of portfolio
    securities;
 
        (4) Make loans, except through loans of portfolio securities or  through
    repurchase  agreements, provided that  for purposes of  this limitation, the
    acquisition of bonds, debentures, other  debt securities or instruments,  or
    participations  or  other interests  therein  and investments  in government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan;
 
        (5) Issue senior securities or  borrow money, except as permitted  under
    the  1940 Act and then not  in excess of 33 1/3%  of the Fund's total assets
    (including  the  amount  borrowed  but   reduced  by  any  liabilities   not
    constituting  borrowings) at the time of the borrowing, except that the Fund
    may borrow up to  an additional 5%  of its total  assets (not including  the
    amount borrowed) for temporary or emergency purposes; or
 
        (6)  Purchase or sell  physical commodities, but  the Fund may purchase,
    sell or  enter  into financial  operations  and futures,  forward  and  spot
    currency  contracts,  swap  transactions and  other  financial  contracts or
    derivative instruments.
 
Notwithstanding any other investment policy of the Fund, the Fund may invest all
of  its  investable  assets  (cash,   securities  and  receivables  related   to
securities)  in an  open-end management investment  company having substantially
the same investment objective, policies and limitations as the Fund.
 
For purposes  of the  Fund's concentration  policy contained  in limitation  (1)
above,  the Fund intends to  comply with the SEC  staff position that securities
issued or  guaranteed  as  to  principal and  interest  by  any  single  foreign
government or any supranational organizations in the aggregate are considered to
be securities of issuers in the same industry.
 
   
The  following operating policies  of the Fund are  not fundamental policies and
may be changed by vote of  the Company's Board of Directors without  shareholder
approval. The Fund may not:
    
 
        (1)  Invest in securities of an issuer if the investment would cause the
    Fund to own more than 10% of any class of securities of any one issuer;
 
        (2)  Sell  securities  short,  except  to  the  extent  that  the   Fund
    contemporaneously  owns or  has the right  to acquire at  no additional cost
    securities identical to those sold short;
 
        (3) Enter into a futures contract,  an option on a futures contract,  or
    an  option on foreign currency traded  on a CFTC-regulated exchange, in each
    case other than for BONA FIDE hedging purposes (as defined by the CFTC),  if
    the aggregate initial margin and premiums required to establish all of those
    positions (excluding the amount by which options are "in-the-money") exceeds
    5%  of  the liquidation  value of  the Fund's  portfolio, after  taking into
    account unrealized profits and unrealized  losses on any contracts the  Fund
    has entered into;
 
   
        (4)  Borrow money except for temporary or emergency purposes (other than
    to meet redemptions). While borrowings exceed 5% of the Fund's total assets,
    the Fund will not make any additional investments;
    
 
        (5) Purchase securities  on margin,  provided that the  Fund may  obtain
    short-term  credits as may  be necessary for the  clearance of purchases and
    sales of securities,  and further  provided that  the Fund  may make  margin
    deposits  in  connection  with its  use  of financial  options  and futures,
    forward and spot currency contracts,  swap transactions and other  financial
    contracts or derivative instruments;
 
        (6)  Purchase securities for which there is no readily available market,
    or enter into repurchase  agreements or purchase  time deposits maturing  in
    more  than seven days, or  purchase OTC options or  hold assets set aside to
    cover OTC options written by the Fund, if immediately after and as a result,
    the value of  such securities  would exceed, in  the aggregate,  15% of  the
    Fund's net assets; or
 
        (7)  Mortgage, pledge, or  hypothecate any of  its assets, provided that
    this shall not apply  to the transfer of  securities in connection with  any
    permissible  borrowing  or  to collateral  arrangements  in  connection with
    permissible activities.
 
Investors should refer to the Prospectus for further information with respect to
the Fund's investment objective, which may  not be changed without the  approval
of  the shareholders, and other investment policies, techniques and limitations,
which may be changed without shareholder approval.
 
                  Statement of Additional Information Page 18
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                             EXECUTION OF PORTFOLIO
                                  TRANSACTIONS
 
- --------------------------------------------------------------------------------
 
   
Subject to  policies  established  by  the Company's  Board  of  Directors,  the
Sub-adviser   is  responsible  for   the  execution  of   the  Fund's  portfolio
transactions and the selection of  broker/dealers who execute such  transactions
on  behalf of  the Fund.  In executing  portfolio transactions,  the Sub-adviser
seeks the best net results for the Fund, taking into account such factors as the
price (including the applicable brokerage commission or dealer spread), size  of
the  order,  difficulty  of execution  and  operational facilities  of  the firm
involved.  Although  the  Sub-adviser  generally  seeks  reasonably  competitive
commission  rates and spreads, payment of the lowest commission or spread is not
necessarily consistent with the best net  results. While the Fund may engage  in
soft dollar arrangements for research services, as described below, the Fund has
no  obligation to deal with any broker/dealer  or group of broker/dealers in the
execution of portfolio transactions.
    
 
Debt securities generally are traded  on a "net" basis  with a dealer acting  as
principal for its own account without a stated commission, although the price of
the  security  usually  includes  a  profit  to  the  dealer.  U.S.  and foreign
government securities and money market  instruments generally are traded in  the
OTC  markets. In underwritten  offerings, securities usually  are purchased at a
fixed price which  includes an  amount of  compensation to  the underwriter.  On
occasion,  securities may be purchased directly from an issuer, in which case no
commissions or discounts  are paid.  Broker/dealers may  receive commissions  on
futures, currency and options transactions.
 
Consistent with the interests of the Fund, the Sub-adviser may select brokers to
execute  the Fund's  portfolio transactions,  on the  basis of  the research and
brokerage services they provide to the  Sub-adviser for its use in managing  the
Fund  and  its other  advisory accounts.  Such  services may  include furnishing
analyses, reports and  information concerning  issuers, industries,  securities,
geographic  regions,  economic  factors  and  trends,  portfolio  strategy,  and
performance of accounts;  and effecting securities  transactions and  performing
functions  incidental thereto (such  as clearance and  settlement). Research and
brokerage services received  from such brokers  are in addition  to, and not  in
lieu  of, the  services required  to be performed  by the  Sub-adviser under the
investment management and  administration contract.  A commission  paid to  such
brokers  may  be higher  than  that which  another  qualified broker  would have
charged for  effecting  the  same transaction,  provided  that  the  Sub-adviser
determines  in good faith that such commission  is reasonable in terms either of
that particular transaction or the overall responsibility of the Sub-adviser  to
the  Fund and its other clients and that  the total commissions paid by the Fund
will be reasonable in relation  to the benefit it  received over the long  term.
Research   services  may  also  be  received   from  dealers  who  execute  Fund
transactions in OTC markets.
 
The Sub-adviser may allocate brokerage  transactions to broker/dealers who  have
entered  into arrangements under which the  broker/dealer allocates a portion of
the commissions paid by the Fund toward payment of the Fund's expenses, such  as
transfer agent and custodian fees.
 
Investment  decisions for the Fund and  for other investment accounts managed by
the Sub-adviser  are made  independently of  each other  in light  of  differing
conditions.  However, the same investment decision  occasionally may be made for
two or more  of such accounts  including the Fund.  In such cases,  simultaneous
transactions  may occur. Purchases  or sales are  then allocated as  to price or
amount in a manner deemed fair and equitable to all accounts involved. While  in
some cases this practice could have a detrimental effect upon the price or value
of the security as far as the Fund is concerned, in other cases, the Sub-adviser
believes that coordination and the ability to participate in volume transactions
will be beneficial to the Fund.
 
   
Under  a policy adopted by the Company's  Board of Directors, and subject to the
policy of  obtaining  the best  net  results,  the Sub-adviser  may  consider  a
broker/dealer's sale of the shares of the Fund and the other funds for which AIM
or the Sub-adviser serves as investment manager in selecting brokers and dealers
for  the  execution of  portfolio  transactions. This  policy  does not  imply a
commitment to  execute portfolio  transactions through  all broker/dealers  that
sell shares of the Fund and such other funds.
    
 
The   Fund   contemplates   purchasing  most   foreign   equity   securities  in
over-the-counter markets or stock  exchanges located in  the countries in  which
the  respective principal offices  of the issuers of  the various securities are
located, if that  is the best  available market. The  fixed commissions paid  in
connection  with most such foreign stock  transactions generally are higher than
negotiated commissions on  United States transactions.  There generally is  less
government supervision and
 
                  Statement of Additional Information Page 19
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
regulation  of foreign  stock exchanges and  brokers than in  the United States.
Foreign security settlements  may in  some instances  be subject  to delays  and
related administrative uncertainties.
 
Foreign  equity securities may  be held by the  Fund in the  form of ADRs, ADSs,
EDRs, CDRs or securities convertible into foreign equity securities. ADRs, ADSs,
EDRs and CDRs may be listed on stock exchanges, or traded in the OTC markets  in
the  United States or  Europe, as the  case may be.  ADRs, like other securities
traded in the United States, will be subject to negotiated commission rates. The
foreign and domestic debt securities and  money market instruments in which  the
Fund may invest generally are traded in the OTC markets.
 
   
The Fund contemplates that, consistent with the policy of obtaining the best net
results,  brokerage transactions may be conducted through certain companies that
are affiliated with AIM or the Sub-adviser. The Company's Board of Directors has
adopted procedures in conformity  with Rule 17e-1 under  the 1940 Act to  ensure
that  all brokerage commissions paid to  such affiliates are reasonable and fair
in the context of the market in which they are operating. Any such  transactions
will  be  effected  and  related  compensation  paid  only  in  accordance  with
applicable SEC regulations.
    
 
For the fiscal  years ended  October 31,  1997, 1996,  and 1995,  the Fund  paid
aggregate   brokerage   commissions   of   $463,307,   $257,953   and  $318,958,
respectively. For the  fiscal years ended  October 31, 1996  and 1997, the  Fund
paid  to  LGT  Bank  in Liechtenstein,  AG,  an  "affiliated"  broker, aggregate
brokerage commissions  of $16,898  and $12,262,  respectively, for  transactions
involving  purchases and sales  of portfolio securities  which represented 6.55%
and 2.65%, respectively, of the total brokerage commissions paid by the Fund and
5.69% and 2.94%, respectively,  of the aggregate  dollar amount of  transactions
involving payment of commissions by the Fund.
 
PORTFOLIO TRADING AND TURNOVER
The  Fund engages in  portfolio trading when the  Sub-adviser has concluded that
the sale of a security owned by the Fund and/or the purchase of another security
of better value can enhance principal and/or increase income. A security may  be
sold  to avoid  any prospective decline  in market  value, or a  security may be
purchased  in  anticipation  of  a  market  rise.  Consistent  with  the  Fund's
investment  objective, a  security also  may be  sold and  a comparable security
purchased coincidentally in order to take advantage of what is believed to be  a
disparity in the normal yield and price relationship between the two securities.
Although the Fund does not intend generally to trade for short-term profits, the
securities  in the Fund's portfolio will be sold whenever management believes it
is appropriate to  do so,  without regard  to the  length of  time a  particular
security  may have been held. Portfolio  turnover rate is calculated by dividing
the lesser of sales or purchases  of portfolio securities by the Fund's  average
month-end  portfolio  values,  excluding short-term  investments.  The portfolio
turnover rate will not be a limiting factor when the Sub-adviser deems portfolio
changes appropriate. Higher portfolio turnover involves correspondingly  greater
brokerage  commissions  and  other transaction  costs  that the  Fund  will bear
directly, and  may result  in the  realization  of net  capital gains  that  are
taxable  when distributed to the Fund's shareholders. For the fiscal years ended
October 31, 1997 and 1996, the Fund's portfolio turnover rates were 50% and 39%,
respectively.
 
                  Statement of Additional Information Page 20
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
   
                            DIRECTORS AND EXECUTIVE
                                    OFFICERS
    
 
- --------------------------------------------------------------------------------
 
   
The Company's Directors and Executive Officers are listed below.
    
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE               PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                      EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------  ------------------------------------------------------------------------------------------
<S>                                      <C>
William J. Guilfoyle*, 39                Mr. Guilfoyle is President, GT Global, Inc. ("GT Global") since 1995; Director, GT Global
Director, Chairman of the Board and      since 1991; Senior Vice President and Director of Sales and Marketing, GT Global from May
President                                1992 to April 1995; Vice President and Director of Marketing, GT Global from 1987 to 1992;
50 California Street                     Director, Liechtenstein Global Trust AG (holding company of the various international LGT
San Francisco, CA 94111                  companies) Advisory Board since January 1996; Director, G.T. Global Insurance Agency
                                         ("G.T. Insurance") since 1996; President and Chief Executive Officer, G.T. Insurance since
                                         1995; Senior Vice President and Director, Sales and Marketing, G.T. Insurance from April
                                         1995 to November 1995; Senior Vice President, Retail Marketing, G.T. Insurance from 1992
                                         to 1993. Mr. Guilfoyle is also a trustee of each of the other investment companies
                                         registered under the 1940 Act that is sub-advised or sub-administered by the Sub-adviser.
 
C. Derek Anderson, 57                    Mr. Anderson is President, Plantagenet Capital Management, LLC (an investment
Director                                 partnership); Chief Executive Officer, Plantagenet Holdings, Ltd. (an investment banking
220 Sansome Street                       firm); Director, Anderson Capital Management, Inc. since 1988; Director, PremiumWear, Inc.
Suite 400                                (formerly Munsingwear, Inc.) (a casual apparel company) and Director, "R" Homes, Inc. and
San Francisco, CA 94104                  various other companies. Mr. Anderson is also a trustee of each of the other investment
                                         companies registered under the 1940 Act that is sub-advised or sub-administered by the
                                         Sub-adviser.
 
Frank S. Bayley, 58                      Mr. Bayley is a partner of the law firm of Baker & McKenzie, and serves as a Director and
Director                                 Chairman of C.D. Stimson Company (a private investment company). Mr. Bayley is also a
Two Embarcadero Center                   trustee of each of the other investment companies registered under the 1940 Act that is
Suite 2400                               sub-advised or sub- administered by the Sub-adviser.
San Francisco, CA 94111
 
Arthur C. Patterson, 54                  Mr. Patterson is Managing Partner of Accel Partners (a venture capital firm). He also
Director                                 serves as a director of Viasoft and PageMart, Inc. (both public software companies), as
428 University Avenue                    well as several other privately held software and communications companies. Mr. Patterson
Palo Alto, CA 94301                      is also a trustee of each of the other investment companies registered under the 1940 Act
                                         that is sub-advised or sub-administered by the Sub-adviser.
 
Ruth H. Quigley, 63                      Miss Quigley is a private investor. From 1984 to 1986, she was President of Quigley
Director                                 Friedlander & Co., Inc. (a financial advisory services firm). Miss Quigley is also a
1055 California Street                   trustee of each of the other investment companies registered under the 1940 Act that is
San Francisco, CA 94108                  sub-advised or sub-administered by the Sub-adviser.
</TABLE>
    
 
- --------------
*    Mr.  Guilfoyle is an "interested  person" of the Company  as defined by the
    1940 Act due to his affiliation with the Sub-adviser.
 
                  Statement of Additional Information Page 21
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE               PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                      EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------  ------------------------------------------------------------------------------------------
<S>                                      <C>
 
John J. Arthur+, 53               Director, Senior Vice President and Treasurer, A I M Advisors, Inc.;
Vice President                    Vice President and Treasurer, A I M Management Group Inc., A I M Capital
                                  Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc.
                                  and Fund Management Company.
 
Kenneth W. Chancey, 52            Senior Vice President -- Mutual Fund Accounting, the Sub-adviser since
Vice President and                1997; Vice President -- Mutual Fund Accounting, the Sub-adviser from
Principal Accounting Officer      1992 to 1997.
50 California Street
San Francisco, CA 94111
 
Melville B. Cox, 54               Vice President and Chief Compliance Officer, A I M Advisors, Inc., A I M
Vice President                    Capital Management, Inc., A I M Distributors, Inc., A I M Fund Services,
                                  Inc. and Fund Management Company.
 
Gary T. Crum, 50                  Director and President, A I M Capital Management, Inc.; Director and
Vice President                    Senior Vice President, A I M Management Group Inc. and A I M Advisors,
                                  Inc.; and Director, A I M Distributors, Inc. and AMVESCAP PLC.
 
Robert H. Graham, 51              Director, President and Chief Executive Officer, A I M Management Group
Vice President                    Inc.; Director and President, A I M Advisors, Inc.; Director and Senior
                                  Vice President, A I M Capital Management, Inc., A I M Distributors,
                                  Inc., A I M Fund Services, Inc. and Fund Management Company; Director,
                                  AMVESCAP PLC; Chairman of the Board of Directors and President, INVESCO
                                  Holdings Canada Inc.; and Director, A I M Funds Group Canada Inc. and
                                  INVESCO G.P. Canada Inc.
 
Helge K. Lee, 52                  Chief Legal and Compliance Officer -- North America, the Sub-adviser
Vice President                    since October 1997; Executive Vice President of the Asset Management
50 California Street              Division of Liechtenstein Global Trust since October 1996; Senior Vice
San Francisco, CA 94111           President, General Counsel and Secretary of LGT Asset Management, Inc.,
                                  INVESCO (NY), Inc., GT Global, GT Global Investor Services, Inc. and
                                  G.T. Insurance from May 1994 to October 1996; Senior Vice President,
                                  General Counsel and Secretary of Strong/Corneliuson Management, Inc. and
                                  Secretary of each of the Strong Funds from October 1991 through May
                                  1994.
 
Carol F. Relihan+, 43             Director, Senior Vice President, General Counsel and Secretary, A I M
Vice President                    Advisors, Inc.; Vice President, General Counsel and Secretary, A I M
                                  Management Group Inc.; Director, Vice President and General Counsel,
                                  Fund Management Company; Vice President and General Counsel, A I M Fund
                                  Services, Inc.; and Vice President, A I M Capital Management, Inc. and
                                  A I M Distributors, Inc.
 
Dana R. Sutton, 39                Vice President and Fund Controller, A I M Advisors, Inc.; and Assistant
Vice President and Assistant      Vice President and Assistant Treasurer, Fund Management Company.
Treasurer
</TABLE>
    
 
- ------------------
   
+   Mr. Arthur and Ms. Relihan are married to each other.
    
 
                  Statement of Additional Information Page 22
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
   
The Board of Directors has a  Nominating and Audit Committee, comprised of  Miss
Quigley  and Messrs.  Anderson, Bayley and  Patterson, which  is responsible for
nominating persons to serve  as Directors, reviewing audits  of the Company  and
its  funds  and recommending  firms  to serve  as  independent auditors  for the
Company. Each of the Directors and Officers  of the Company is also a  Director,
or  Trustee, and Officer  of AIM Investment Portfolios,  AIM Floating Rate Fund,
AIM Series Trust, AIM Growth Series, AIM Eastern Europe Fund, GT Global Variable
Investment Trust,  GT  Global Variable  Investment  Series, Global  High  Income
Portfolio,  Growth  Portfolio,  Floating Rate  Portfolio  and  Global Investment
Portfolio, which are  also registered  investment companies advised  by AIM  and
sub-advised  by the Sub-adviser.  Each Director, Trustee,  and Officer serves in
total as  a  Director,  Trustee  and Officer,  respectively,  of  12  registered
investment  companies  with  47  series  managed  or  administered  by  AIM  and
sub-advised or sub-administered by the Sub-adviser or an affiliate thereof. Each
Director who is not a  director, officer or employee  of the Sub-adviser or  any
affiliated  company is paid aggregate fees of  $5,000 a year, plus $300 per Fund
for each meeting of the Board attended, and reimbursed travel and other expenses
incurred in connection  with attendance  at such meetings.  Other Directors  and
Officers  receive no compensation or expense reimbursement from the Company. For
the fiscal year ended October 31, 1997, Mr. Anderson, Mr. Bayley, Mr.  Patterson
and  Miss  Quigley,  who  are  not  directors,  officers  or  employees  of  the
Sub-adviser or any affiliated company,  received total compensation of  $38,650,
$38,650,  $27,850 and $38,650, respectively, from the Company for their services
as Directors. For  the fiscal  year ended October  31, 1997,  Mr. Anderson,  Mr.
Bayley,  Mr.  Patterson and  Miss Quigley,  who are  not directors,  officers or
employees of the  Sub-adviser or  any other affiliated  company, received  total
compensation of $117,304, $114,386, $88,350 and $111,688, respectively, from the
investment   companies  managed  or  administered  by  AIM  and  sub-advised  or
sub-administered by the Sub-adviser for which he or she serves as a Director  or
Trustee.  Fees and expenses  disbursed to the Directors  contained no accrued or
payable pension or  retirement benefits.  As of May  7, 1998,  the Officers  and
Directors  and their families as a group  owned in the aggregate beneficially or
of record less  than 1%  of the outstanding  shares of  the Fund or  of all  the
Company's series in the aggregate.
    
 
                  Statement of Additional Information Page 23
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
   
AIM  serves  as  the  Fund's  investment  manager  and  administrator  under  an
investment  management  and  administration  contract  ("Management   Contract")
between  the Company and AIM. The Sub-adviser serves as the sub-adviser and sub-
administrator to the Fund under  a Sub-Advisory and Sub-Administration  Contract
between  AIM and the  Sub-adviser ("Sub-Management Contract,"  and together with
the Management Contract, the "Management Contracts"). As investment managers and
administrators, AIM and the  Sub-adviser make all  investment decisions for  the
Fund  and  administer  the  Fund's  affairs. Among  other  things,  AIM  and the
Sub-adviser furnish the services and pay the compensation and travel expenses of
persons who  perform the  executive,  administrative, clerical  and  bookkeeping
functions  of  the Company  and  the Fund,  and  provide suitable  office space,
necessary small office equipment and utilities.
    
 
   
The Management Contracts may  be renewed for one-year  terms, provided that  any
such  renewal  has been  specifically  approved at  least  annually by:  (i) the
Company's Board  of Directors,  or  by the  vote of  a  majority of  the  Fund's
outstanding  voting securities (as defined in the 1940 Act), and (ii) a majority
of Directors who  are not  parties to  the Management  Contracts or  "interested
persons"  of any such  party (as defined in  the 1940 Act), cast  in person at a
meeting called  for  the  specific  purpose of  voting  on  such  approval.  The
Management  Contracts provide that with respect to the Fund, the Company or each
of AIM or the Sub-adviser may terminate the Management Contracts without penalty
upon  sixty   days'  written   notice.   The  Management   Contracts   terminate
automatically in the event of their assignment (as defined in the 1940 Act).
    
 
The   following  table  discloses  the   amount  of  investment  management  and
administration fees paid by the Fund  to the Sub-adviser during the Fund's  last
three fiscal years:
 
   
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,                                                                                        AMOUNT PAID
- -----------------------------------------------------------------------------------------------------------  -------------
<S>                                                                                                          <C>
1997.......................................................................................................  $   6,900,695
1996.......................................................................................................      6,282,438
1995.......................................................................................................      6,301,399
</TABLE>
    
 
DISTRIBUTION SERVICES
   
The  Fund's Class  A and  Class B  shares are  offered continuously  through the
Fund's principal  underwriter  and distributor,  AIM  Distributors, on  a  "best
efforts"  basis pursuant to a distribution  contract between the Company and AIM
Distributors.
    
 
   
As described in the Prospectus,  on May 29, 1998,  the Company adopted a  Master
Distribution  Plan pursuant  to Rule  12b-1 under the  1940 Act  relating to the
Class A shares of the Fund (the "Class  A Plan"). At the same time, the  Company
also  adopted a Master Distribution  Plan pursuant to Rule  12b-1 under the 1940
Act relating to Class  B shares of  the Fund (the "Class  B Plan," and  together
with  the Class A Plan, the "Plans"). The rate of payments by the Fund under the
Plans, as described in the Prospectus, may not be increased without the approval
of the majority of the outstanding voting securities of the affected class.
    
 
BOTH PLANS. Pursuant to  an incentive program, AIM  Distributors may enter  into
agreements  ("Shareholder Service Agreements")  with investment dealers selected
from time  to  time  by  AIM Distributors  for  the  provision  of  distribution
assistance  in connection with  the sale of  the Fund's shares  to such dealers'
customers, and for the provision of continuing personal shareholder services  to
customers  who may from time to time  directly or beneficially own shares of the
Fund. The distribution assistance  and continuing personal shareholder  services
to  be rendered by dealers under the Shareholder Service Agreements may include,
but shall  not be  limited  to, the  following: distributing  sales  literature;
answering routine customer inquiries concerning the Fund; assisting customers in
changing  dividend options, account designations and addresses, and in enrolling
in any  of several  special  investment plans  offered  in connection  with  the
purchase of the Fund's shares; assisting in the establishment and maintenance of
customer  accounts and records and in  the processing of purchase and redemption
transactions;  investing   dividends  and   any  capital   gains   distributions
automatically  in the  Fund's shares; and  providing such  other information and
services as the Fund or the customer may reasonably request.
 
                  Statement of Additional Information Page 24
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
Under the Plans, in addition  to the Shareholder Service Agreements  authorizing
payments   to  selected  dealers,  banks  may  enter  into  Shareholder  Service
Agreements authorizing payments under the Plans to be made to banks that provide
services to  their  customers  who  have  purchased  shares.  Services  provided
pursuant to Shareholder Service Agreements with banks may include some or all of
the  following:  answering  shareholder  inquiries regarding  the  Fund  and the
Company; performing  sub-accounting;  establishing and  maintaining  shareholder
accounts  and records; processing customer purchase and redemption transactions;
providing periodic statements  showing a shareholder's  account balance and  the
integration  of such statements with those of other transactions and balances in
the shareholder's other  accounts serviced  by the  bank; forwarding  applicable
prospectuses,  proxy statements,  reports and notices  to bank  clients who hold
Fund shares; and such other administrative  services as the Fund reasonably  may
request,  to the  extent permitted  by applicable  statute, rule  or regulation.
Similar agreements  may  be permitted  under  the Plans  for  institutions  that
provide recordkeeping for and administrative services to 401(k) plans.
 
Financial  intermediaries and any other  person entitled to receive compensation
for selling Fund shares may receive different compensation for selling shares of
one particular class over another.
 
Under a Shareholder Service Agreement, the Fund agrees to pay periodically  fees
to  selected dealers and other institutions who render the foregoing services to
their customers. The fees payable under a Shareholder Service Agreement will  be
calculated  at the end of each payment period  for each business day of the Fund
during such period at the  annual rate of 0.25% of  the average daily net  asset
value  of  the  Fund's  shares  purchased  or  acquired  through  exchange. Fees
calculated in this manner shall be paid only to those selected dealers or  other
institutions  who are dealers or institutions of record at the close of business
on the last business  day of the  applicable payment period  for the account  in
which the Fund's shares are held.
 
Payments pursuant to the Plans are subject to any applicable limitations imposed
by  rules of the National Association  of Securities Dealers, Inc. ("NASD"). The
Plans conform to  rules of the  NASD by  limiting payments made  to dealers  and
other   financial  institutions  who  provide  continuing  personal  shareholder
services to their customers who purchase and  own shares of the Fund to no  more
than 0.25% per annum of the average daily net assets of the Fund attributable to
the  customers of such dealers or financial  institutions, and by imposing a cap
on the total  sales charges, including  asset-based sales charges,  that may  be
paid by the Fund and its respective classes.
 
AIM Distributors does not act as principal, but rather as agent for the Fund, in
making  dealer  incentive and  shareholder servicing  payments under  the Plans.
These payments are an obligation of the Fund and not of AIM Distributors.
 
The following  table  discloses  payments  made by  the  Fund  to  their  former
distributor,  GT Global,  Inc. ("GT Global")  under the Plans  during the Fund's
last fiscal year:
 
<TABLE>
<CAPTION>
                                                                                                 CLASS A        CLASS B
                                                                                               AMOUNT PAID    AMOUNT PAID
                                                                                              -------------  -------------
<S>                                                                                           <C>            <C>
Year ended Oct. 31, 1997....................................................................   $   994,519   $   4,233,024
</TABLE>
 
   
In approving the Plans, the Directors determined that the adoption of each  Plan
was  in the best interests of the  shareholders of that Fund. Agreements related
to the Plans must also  be approved by such vote  of the Directors, including  a
majority  of  Directors who  are  not "interested  persons"  of the  Company (as
defined in the 1940 Act) and who have no direct or indirect financial  interests
in the operation of the Plans, or in any agreement related thereto.
    
 
   
Each  Plan requires that,  at least quarterly, the  Directors review the amounts
expended thereunder and the purposes for which such expenditures were made. Each
Plan requires that so long  as it is in effect  the selection and nomination  of
Directors  who are not "interested persons" of  the Company will be committed to
the discretion of the Directors who are not "interested persons" of the Company,
as defined in the 1940 Act.
    
 
   
As discussed in the Prospectus, AIM Distributors collects sales charges on sales
of Class A  shares of  the Fund,  retains certain  amounts of  such charges  and
reallows  other amounts  of such charges  to broker/dealers  who sell shares.The
following table reviews the extent  of such activity on  the part of GT  Global,
the Fund's former Distributor, during the Fund's last three fiscal years under a
sales structure substantially similar to the current Class A structure:
    
 
<TABLE>
<CAPTION>
                                                                                    SALES CHARGES   AMOUNTS     AMOUNTS
YEAR ENDED OCT. 31,                                                                   COLLECTED    RETAINED    REALLOWED
- ----------------------------------------------------------------------------------  -------------  ---------  -----------
<S>                                                                                 <C>            <C>        <C>
1997..............................................................................   $   208,844   $  52,850  $   155,994
1996..............................................................................       201,573      55,131      146,442
1995..............................................................................       556,296      80,112      476,184
</TABLE>
 
                  Statement of Additional Information Page 25
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
   
AIM  Distributors  receives  any  contingent  deferred  sales  charges ("CDSCs")
payable with  respect to  redemptions of  Class  B shares  and certain  Class  A
shares.  For the fiscal years ended October  31, 1997, 1996 and 1995, GT Global,
the funds  former distributor,  collected CDSCs  in the  amounts of  $1,199,637,
$1,485,113 and $1,552,827, respectively.
    
 
TRANSFER AGENCY AND ACCOUNTING AGENCY SERVICES
The  Transfer  Agent  has  been  retained by  the  Fund  to  perform shareholder
servicing, reporting  and general  transfer agent  functions for  the Fund.  For
these  services, the Transfer Agent receives 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.
The Transfer Agent also is reimbursed by the Fund for its out-of-pocket expenses
for  such  items as  postage, forms,  telephone  charges, stationery  and office
supplies. The  Sub-adviser also  serves  as the  Fund's pricing  and  accounting
agent. For the fiscal years ended October 31, 1997, October 31, 1996 and October
31, 1995, the Fund paid accounting services fees to the Sub-adviser of $183,323,
$162,035 and $40,735, respectively.
 
EXPENSES OF THE FUND
The Fund pays all expenses not assumed by AIM, the Sub-adviser, AIM Distributors
and  other  agents.  These  expenses  include,  in  addition  to  the  advisory,
distribution, transfer agency, pricing and accounting agency and brokerage  fees
discussed  above,  legal and  audit expenses,  custodian fees,  directors' fees,
organizational  fees,  fidelity  bond  and  other  insurance  premiums,   taxes,
extraordinary  expenses and  the expenses  of reports  and prospectuses  sent to
existing investors.  The allocation  of general  Company expenses  and  expenses
shared  among the Fund  and other funds  organized as series  of the Company are
allocated on  a basis  deemed fair  and equitable,  which may  be based  on  the
relative  net assets  of the Fund  or the  nature of the  services performed and
relative applicability to  the Fund. Expenditures,  including costs incurred  in
connection  with  the  purchase  or  sale  of  portfolio  securities,  which are
capitalized  in  accordance  with   generally  accepted  accounting   principles
applicable  to investment companies, are accounted  for as capital items and not
as expenses. The ratio of the Fund's expenses to its relative net assets can  be
expected  to be  higher than  the expense  ratios of  funds investing  solely in
domestic securities,  since  the cost  of  maintaining the  custody  of  foreign
securities and the rate of investment management fees paid by the Fund generally
are higher than the comparable expenses of such other funds.
 
- --------------------------------------------------------------------------------
 
                            VALUATION OF FUND SHARES
 
- --------------------------------------------------------------------------------
 
   
As  described in the Prospectus,  the Fund's net asset  value per share for each
class of shares is determined  at the close of regular  trading on the New  York
Stock  Exchange  ("NYSE") (currently  4:00  p.m. Eastern  Time,  unless weather,
equipment failure or  other factors contribute  to an earlier  closing time)  on
each  business day the NYSE is open  for business. Currently, the NYSE is closed
on weekends and on certain days  relating to the following holidays: New  Year's
Day,  Martin  Luther  King  Day, President's  Day,  Good  Friday,  Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
    
 
The Fund's portfolio securities and other assets are valued as follows:
 
Equity securities, including  ADRs, ADSs, GDRs,  and EDRs, which  are traded  on
stock  exchanges, are valued  at the last sale  price on the  exchange or in 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
the Sub-adviser to be the primary market.
 
Long-term  debt obligations are valued at  the mean of representative quoted bid
and asked prices for such  securities or, if such  prices are not available,  at
prices  for securities of  comparable maturity, quality  and type; however, when
the Sub-adviser deems it appropriate, prices  obtained for the day of  valuation
from  a bond pricing service will  be used. Short-term investments are amortized
to maturity  based on  their cost,  adjusted for  foreign exchange  translation,
provided such valuations represent fair value.
 
Options  on indices, securities and currencies  purchased by the Fund are valued
at their last bid  price in the case  of listed options or,  in the case of  OTC
options,  at the average of  the last bid prices  obtained from dealers unless a
quotation from only one  dealer is available, in  which case only that  dealer's
price   will   be  used.   The  value   of  each   security  denominated   in  a
 
                  Statement of Additional Information Page 26
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
currency other than  U.S. dollars will  be translated into  U.S. dollars at  the
prevailing market rate as determined by the Sub-adviser on that day. When market
quotations  for futures  and options  on futures  held by  the Fund  are readily
available, those positions will be valued based upon such quotations.
 
   
Securities and  other  assets  for  which  market  quotations  are  not  readily
available  (including restricted securities which  are subject to limitations as
to their sale) are valued at fair value as determined in good faith by or  under
the  direction of  the Company's  Board of  Directors. The  valuation procedures
applied in any specific instance are likely to vary from case to case.  However,
consideration  generally is  given to the  financial position of  the issuer and
other fundamental analytical data relating to  the investment and to the  nature
of the restrictions on disposition of the securities (including any registration
expenses  that might be borne by the  Fund in connection with such disposition).
In addition, specific factors also generally are considered, such as the cost of
the investment, the  market value  of any  unrestricted securities  of the  same
class  (both at the time of purchase and  at the time of valuation), the size of
the holding, the  prices of any  recent transactions or  offers with respect  to
such securities and any available analysts' reports regarding the issuer.
    
 
The  fair value  of any  other assets is  added to  the value  of all securities
positions to  arrive  at  the value  of  the  Fund's total  assets.  The  Fund's
liabilities,  including  accruals  for  expenses, are  deducted  from  its total
assets. Once the total  value of the  Fund's net assets  is so determined,  that
value  is  then divided  by the  total number  of shares  outstanding (excluding
treasury shares), and the result, rounded to  the nearer cent, is the net  asset
value per share.
 
   
Any assets or liabilities initially expressed in terms of foreign currencies are
translated into U.S. dollars at the official exchange rate or at the mean of the
current  bid and asked  prices of such  currencies against the  U.S. dollar last
quoted by a major  bank that is  a regular participant  in the foreign  exchange
market  or on the basis of a pricing  service that takes into account the quotes
provided by a  number of such  major banks.  If none of  these alternatives  are
available, or none are deemed to provide a suitable methodology for converting a
foreign  currency into U.S. dollars, the Board of Directors, in good faith, will
establish a conversion rate for such currency.
    
 
   
European, Far Eastern, or Latin American  securities trading may not take  place
on  all days on which the NYSE is open. Further, trading takes place in Japanese
markets on certain Saturdays and in various foreign markets on days on which the
NYSE is not open. In addition, trading in securities on European and Far Eastern
securities exchanges  and OTC  markets generally  is completed  well before  the
close  of the  business day  in New York.  Consequently, the  calculation of the
Fund's  net  asset  value  may   not  take  place  contemporaneously  with   the
determination of the prices of securities held by the Fund. Events affecting the
values  of portfolio  securities that  occur between  the time  their prices are
determined and the close of regular trading on the NYSE will not be reflected in
the Fund's net asset value unless the Sub-adviser, under the supervision of  the
Company's  Board  of  Directors,  determines  that  the  particular  event would
materially affect net asset value. As a  result, the Fund's net asset value  may
be  significantly affected  by such  trading on  days when  a shareholder cannot
purchase or redeem shares of the Fund.
    
 
                  Statement of Additional Information Page 27
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                         INFORMATION RELATING TO SALES
                                AND REDEMPTIONS
 
- --------------------------------------------------------------------------------
 
PAYMENT AND TERMS OF OFFERING
Payment for Class A  or Class B shares  purchased should accompany the  purchase
order,  or  funds should  be wired  to the  Transfer Agent  as described  in the
Prospectus. Payment, other than by wire transfer, must be made by check or money
order drawn on  a U.S.  bank. Checks  or money orders  must be  payable in  U.S.
dollars.
 
   
As  a condition of this offering, if an order to purchase either class of shares
is cancelled due  to nonpayment (for  example, because a  check is returned  for
insufficient  funds), the person who made the  order will be responsible for any
loss incurred by the Fund by reason of such cancellation, and if such  purchaser
is  a shareholder, the Fund shall have the authority as agent of the shareholder
to redeem shares in his or her account at their then-current net asset value per
share to reimburse  the Fund  for the  loss incurred.  Investors whose  purchase
orders  have been  cancelled due  to nonpayment  may be  prohibited from placing
future orders.
    
 
The Fund  reserves the  right  at any  time to  waive  or increase  the  minimum
requirements applicable to initial or subsequent investments with respect to any
person  or class of persons.  An order to purchase shares  is not binding on the
Fund until it  has been confirmed  in writing  by the Transfer  Agent (or  other
arrangements  made with the Fund, in the  case of orders utilizing wire transfer
of funds, as described above) and payment has been received. To protect existing
shareholders, the Fund reserves the right to reject any offer for a purchase  of
shares by any individual.
 
AUTOMATIC INVESTMENT PLAN -- CLASS A SHARES AND CLASS B SHARES
To  establish  participation in  the Fund's  Automatic Investment  Plan ("AIP"),
investors or their broker/dealers should  specify whether investment will be  in
Class  A  shares or  Class  B shares  and send  the  following documents  to the
Transfer Agent: (1) an AIP Application; (2) a Bank Authorization Form; and (3) a
voided personal check from the pertinent  bank account. The necessary forms  are
included  at the back of the Fund's Prospectus. Provided that an investor's bank
accepts the Bank  Authorization Form, investment  amounts will be  drawn on  the
designated dates (monthly on the 25th day or beginning quarterly on the 25th day
of  the  month  the  investor  first selects)  in  order  to  purchase  full and
fractional shares of the  Fund at the public  offering price determined on  that
day.  If the  25th day falls  on a Saturday,  Sunday or holiday,  shares will be
purchased on the next business day.  If an investor's check is returned  because
of  insufficient funds, a stop  payment order or the  account is closed, the AIP
may be discontinued, and any share purchase made upon deposit of such check  may
be  cancelled. Furthermore, the shareholder will be liable for any loss incurred
by the Fund by reason of such cancellation. Investors should allow one month for
the establishment of an AIP. An AIP  may be terminated by the Transfer Agent  or
the  Fund upon thirty  days' written notice  or by the  participant, at any time
without penalty, upon written notice to the Fund or the Transfer Agent.
 
LETTER OF INTENT -- CLASS A SHARES
A Letter of Intent ("LOI") is not a binding obligation to purchase the indicated
amount. While Class A shares are held  in escrow under an LOI to ensure  payment
of  applicable sales charges if  the indicated amount is  not met, all dividends
and other distributions on the escrowed shares will be reinvested in  additional
Class A shares or paid in cash, as specified by the shareholder. If the intended
investment  is  not completed  within the  specified thirteen-month  period, the
purchaser must remit to AIM Distributors the difference between the sales charge
actually paid and the sales charge that would have been applicable if the  total
Class  A purchases had been made at a single time. If this amount is not paid to
AIM Distributors  within  twenty days  after  written request,  the  appropriate
number  of  escrowed  shares will  be  redeemed  and the  proceeds  paid  to AIM
Distributors.
 
Any investor that  entered into a  LOI prior to  June 1, 1998,  under which  the
indicated  amount is not met, will be  subject to the sales charge schedule that
was in effect when the LOI was entered into.
 
A registered investment adviser,  trust company or  trust department seeking  to
execute  an LOI  as a single  purchaser with  respect to accounts  over which it
exercises investment discretion is required  to provide the Transfer Agent  with
information establishing that it has discretionary authority with respect to the
money  invested (e.g., by providing a  copy of the pertinent investment advisory
agreement). Class A shares purchased in this manner must be registered with  the
Transfer
 
                  Statement of Additional Information Page 28
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
   
Agent  so that only  the investment adviser, trust  company or trust department,
and not the  beneficial owner, will  be able to  place purchase, redemption  and
exchange orders.
    
 
INDIVIDUAL RETIREMENT ACCOUNTS ("IRAS") AND OTHER TAX-DEFERRED PLANS
Class  A or Class B shares may be  purchased as the underlying investment for an
IRA meeting the  requirements of sections  408(a), 408A or  530 of the  Internal
Revenue  Code of 1986, as amended ("Code"),  as well as for qualified retirement
plans described in Code Section 401  and custodial accounts complying with  Code
Section 403(b)(7).
 
   
IRAS: If you have earned income from employment (including self-employment), you
can  contribute each year to an IRA up  to the lesser of (1) $2,000 for yourself
or $4,000  for  you  and your  spouse,  regardless  of whether  your  spouse  is
employed,  or (2) 100% of compensation. Some  individuals may be able to take an
income tax deduction for the contribution. Regular contributions may not be made
for the year  you become 70  1/2 or  thereafter. Unless your  and your  spouse's
earnings  exceed  a certain  level, you  also may  establish an  "Education IRA"
and/or a  "Roth IRA."  Although contributions  to these  new types  of IRAs  are
nondeductible,   withdrawals   from  them   will   be  tax-free   under  certain
circumstances. Please  consult  your  tax  adviser  for  more  information.  IRA
applications are available from brokers or AIM Distributors.
    
 
ROLLOVER  IRAS: Individuals who receive  distributions from qualified retirement
plans (other than  required distributions) and  who wish to  keep their  savings
growing  tax-deferred  can  roll  over  (or make  a  direct  transfer  of) their
distribution to a  Rollover IRA. These  accounts can also  receive rollovers  or
transfers  from an existing  IRA. If an "eligible  rollover distribution" from a
qualified employer-sponsored retirement plan is  not directly rolled over to  an
IRA  (or  certain qualified  plans),  withholding at  the  rate of  20%  will be
required for federal income tax purposes.  A distribution from a qualified  plan
that  is not an "eligible rollover  distribution," including a distribution that
is one of series of substantially equal periodic payments, generally is  subject
to  regular wage withholding or withholding at the rate of 10% (depending on the
type and  amount  of  the  distribution),  unless you  elect  not  to  have  any
withholding apply. Please consult your tax adviser for more information.
 
SEP-IRAS:  Simplified  employee  pension plans  ("SEPs"  or  "SEP-IRAs") provide
self-employed individuals (and any eligible employees) with benefits similar  to
Keogh  plans (I.E., self-employed  individual retirement plans)  or Code Section
401(k)  plans,  but  with   fewer  administrative  requirements  and   therefore
potentially lower annual administration expenses.
 
CODE  SECTION 403(b)(7) CUSTODIAL ACCOUNTS: Employees of public schools and most
other tax-exempt organizations can  make pre-tax salary reduction  contributions
to these accounts.
 
PROFIT-SHARING   (INCLUDING   SECTION   401(k))  AND   MONEY   PURCHASE  PENSION
PLANS: Corporations  and other  employers can  sponsor these  qualified  defined
contribution  plans  for  their employees.  A  Section  401(k) plan,  a  type of
profit-sharing plan, additionally permits the eligible, participating  employees
to  make  pre-tax salary  reduction  contributions to  the  plan (up  to certain
limits).
 
SIMPLE PLANS: Employers  with no more  than 100 employees  that do not  maintain
another  retirement  plan  may  establish a  Savings  Incentive  Match  Plan for
Employees ("SIMPLE") either  as separate  IRAs or as  part of  a Section  401(k)
plan.  SIMPLEs are not  subject to the  complicated nondiscrimination rules that
generally apply to qualified retirement plans.
 
EXCHANGES BETWEEN FUNDS
   
Shares of the Fund  may be exchanged  for shares of  the corresponding class  of
other  AIM/GT  Funds,  based  on  their  respective  net  asset  values  without
imposition  of  any  sales  charges,  provided  that  the  registration  remains
identical.  The exchange privilege is not an  option or right to purchase shares
but is permitted under the current policies of the respective AIM/GT Funds.  The
privilege  may be discontinued or changed at any time by any of those funds upon
sixty days' written notice to the shareholders of the fund and is available only
in states  where the  exchange may  be made  legally. Before  purchasing  shares
through  the exercise of the exchange privilege, a shareholder should obtain and
read a copy of the  prospectus of the fund to  be purchased and should  consider
its investment objective(s).
    
 
SALES CHARGE WAIVERS FOR SHARES PURCHASED PRIOR TO JUNE 1, 1998
   
Class  A shares that are subject to  a contingent deferred sales charge and that
were purchased before June  1, 1998 are entitled  to the following waivers  from
the  contingent deferred sales charge otherwise due upon redemption: (1) minimum
required distributions made in connection with  an IRA, Keogh Plan or  custodial
account  under Section  403(b) of  the Code  or other  retirement plan following
attainment of age  70 1/2;  (2) total or  partial redemptions  resulting from  a
distribution   following   retirement   in   the   case   of   a   tax-qualified
employer-sponsored   retirement   plan;   (3)   when   a   redemption    results
    
 
                  Statement of Additional Information Page 29
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
   
from  a tax-free return of an  excess contribution pursuant to Section 408(d)(4)
or (5)  of the  Code  or from  the  death or  disability  of the  employee;  (4)
redemptions  pursuant to the  Fund's right to  liquidate a shareholder's account
involuntarily; (5) redemptions  pursuant to distributions  from a  tax-qualified
employer-sponsored retirement plan, which is invested in AIM/GT Funds, which are
permitted  to be made without penalty pursuant  to the Code, other than tax-free
rollovers or transfers of  assets, and the proceeds  of which are reinvested  in
AIM/GT  Funds;  (6)  redemptions made  in  connection  with participant-directed
exchanges between options in an employer-sponsored benefit plan; (7) redemptions
made for the  purpose of providing  cash to fund  a loan to  a participant in  a
tax-qualified  retirement  plan;  (8)  redemptions  made  in  connection  with a
distribution from any retirement plan or account that is permitted in accordance
with the  provisions  of  Section  72(t)(2) of  the  Code  and  the  regulations
promulgated  thereunder; (9) redemptions made  in connection with a distribution
from any  retirement plan  or account  that  involves the  return of  an  excess
deferral  amount pursuant to Section 401(k)(8) or Section 402(g)(2) of the Code;
(10) redemptions  made  in  connection  with a  distribution  from  a  qualified
profit-sharing  or stock bonus plan described in Section 401(k) of the Code to a
participant or  beneficiary  under Section  401(k)(2)(B)(IV)  of the  Code  upon
hardship  of the  covered employee  (determined pursuant  to Treasury Regulation
Section 1.401(k)-1(d)(2)); and (11)  redemptions made by or  for the benefit  of
certain  states, counties  or cities,  or any  instrumentalities, departments or
authorities thereof where such entities are prohibited or limited by  applicable
law from paying a sales charge or commission.
    
 
   
Class  B  shares purchased  before June  1,  1998 are  subject to  the following
waivers from the contingent deferred sales charge otherwise due upon  redemption
in  addition to the waivers provided for redemptions of currently issued Class B
shares as  described  in  the  Prospectus:  (1)  total  or  partial  redemptions
resulting   from  a  distribution   following  retirement  in   the  case  of  a
tax-qualified employer-sponsored retirement; (2) minimum required  distributions
made  in connection with an  IRA, Keogh Plan or  custodial account under Section
403(b) of the Code or other retirement plan following attainment of age 70  1/2;
(3)  a one-time reinvestment in Class B shares  of the Fund within 180 days of a
prior redemption; (4) redemptions pursuant to distributions from a tax-qualified
employer-sponsored retirement plan, which is invested in AIM/GT Funds, which are
permitted to be made without penalty  pursuant to the Code, other than  tax-free
rollovers  or transfers of assets,  and the proceeds of  which are reinvested in
AIM/GT Funds;  (5)  redemptions  made in  connection  with  participant-directed
exchanges between options in an employer-sponsored benefit plan; (6) redemptions
made  for the purpose  of providing cash  to fund a  loan to a  participant in a
tax-qualified retirement  plan;  (7)  redemptions  made  in  connection  with  a
distribution from any retirement plan or account that is permitted in accordance
with  the  provisions  of  Section  72(t)(2) of  the  Code  and  the regulations
promulgated thereunder; (8) redemptions made  in connection with a  distribution
from  a qualified profit-sharing or stock bonus plan described in Section 401(k)
of the Code to  a participant or beneficiary  under Section 401(k)(2)(B)(IV)  of
the  Code upon hardship of the covered employee (determined pursuant to Treasury
Regulation Section 1.401(k)-1(d)(2));  and (9)  redemptions made by  or for  the
benefit  of  certain  states,  counties  or  cities,  or  any instrumentalities,
departments or authorities thereof where such entities are prohibited or limited
by applicable law from paying a sales charge or commission.
    
 
TELEPHONE REDEMPTIONS
A corporation or  partnership wishing to  utilize telephone redemption  services
must  submit a "Corporate Resolution" or "Certificate of Partnership" indicating
the names, titles and the required number of signatures of persons authorized to
act on  its  behalf.  The  certificate  must be  signed  by  a  duly  authorized
officer(s)  and,  in the  case  of a  corporation,  the corporate  seal  must be
affixed. All shareholders may request that redemption proceeds be transmitted by
bank wire upon request directly to the shareholder's predesignated account at  a
domestic  bank or savings institution, if the  proceeds are at least $500. Costs
in connection with the administration  of this service, including wire  charges,
currently  are borne by the  Fund. Proceeds of less than  $500 will be mailed to
the shareholder's registered address of record. The Fund and the Transfer  Agent
reserve  the right to refuse any  telephone instructions and may discontinue the
aforementioned redemption options upon fifteen days' written notice.
 
SYSTEMATIC WITHDRAWAL PLAN
Shareholders owning Class A or  Class B shares with a  value of $10,000 or  more
may  establish a Systematic Withdrawal Plan  ("SWP"). Under a SWP, a shareholder
will receive monthly or quarterly payments, in amounts of not less than $100 per
payment, through the automatic redemption of  the necessary number of shares  on
the designated dates (monthly on the 25th day or beginning quarterly on the 25th
day  of  the month  the investor  first selects).  If  the 25th  day falls  on a
Saturday, Sunday  or  holiday, the  redemption  will  take place  on  the  prior
business  day. Certificates, if any, for the  shares being redeemed must be held
by the Transfer Agent. Checks will  be made payable to the designated  recipient
and  mailed within  seven days.  If the recipient  is other  than the registered
shareholder, the signature  of each shareholder  must be guaranteed  on the  SWP
application  (see "How to  Redeem Shares" in the  Prospectus). A corporation (or
partnership) also must  submit a "Corporation  Resolution" or "Certification  of
Partnership"  indicating  the names,  titles and  signatures of  the individuals
 
                  Statement of Additional Information Page 30
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
authorized to act on  its behalf, and  the SWP application must  be signed by  a
duly authorized officer(s) and the corporate seal affixed.
 
With  respect to a SWP, the maximum annual  SWP withdrawal is 12% of the initial
account value.  Withdrawals  in excess  of  12%  of the  initial  account  value
annually  may result  in assessment of  a contingent deferred  sales charge. See
"How to Invest" in the Prospectus.
 
Shareholders should be aware that such systematic withdrawals may deplete or use
up entirely the initial investment and result in the realization of long-term or
short-term capital gains or losses. The SWP may be terminated at any time by the
Transfer Agent or the Fund upon thirty days' written notice or by a  shareholder
upon  written notice to the Fund or the Transfer Agent. Applications and further
details regarding establishment of a SWP are provided at the back of the  Fund's
Prospectus.
 
SUSPENSION OF REDEMPTION PRIVILEGES
The  Fund may suspend redemption privileges or  postpone the date of payment for
more than seven days after a redemption order is received during any period  (1)
when  the NYSE is closed  other than customary weekend  and holiday closings, or
trading on the NYSE is restricted as directed by the SEC, (2) when an  emergency
exists, as defined by the SEC, which makes it not reasonably practicable for the
Fund  to dispose of securities  owned by it or fairly  to determine the value of
its assets, or (3) as the SEC may otherwise permit.
 
REDEMPTIONS IN KIND
   
It is possible  that conditions  may arise  in the  future which  would, in  the
opinion of the Company's Board of Directors, make it undesirable for the Fund to
pay  for all redemptions in cash. In such cases, the Board may authorize payment
to be made  in portfolio  securities or other  property of  the Fund,  so-called
"redemptions  in kind." Payment of  redemptions in kind will  be made in readily
marketable securities.  Such  securities  would  be valued  at  the  same  value
assigned  to  them in  computing  the net  asset  value per  share. Shareholders
receiving such  securities  would incur  brokerage  costs in  selling  any  such
securities  so received. However,  despite the foregoing,  the Company has filed
with the SEC an election pursuant to  Rule 18f-1 under the 1940 Act. This  means
that  the  Fund  will  pay in  cash  all  requests for  redemption  made  by any
shareholder of record, limited in amount with respect to each shareholder during
any ninety-day period to the lesser of $250,000 or 1% of the net asset value  of
the  Fund at the beginning of such  period. This election will be irrevocable so
long as Rule 18f-1 remains in effect,  unless the SEC by order upon  application
permits the withdrawal of such election.
    
 
                  Statement of Additional Information Page 31
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                                     TAXES
 
- --------------------------------------------------------------------------------
 
GENERAL
To  continue to qualify for treatment  as a regulated investment company ("RIC")
under the Code, the  Fund must distribute to  its shareholders for each  taxable
year at least 90% of its investment company taxable income (consisting generally
of net investment income, net short-term capital gain and net gains from certain
foreign  currency  transactions)  ("Distribution  Requirement")  and  must  meet
several additional requirements. These  requirements include the following:  (1)
the  Fund must derive  at least 90% of  its gross income  each taxable year from
dividends, interest, payments with  respect to securities  loans and gains  from
the  sale or  other disposition  of securities  or foreign  currencies, or other
income (including gains from options, Futures or Forward Contracts) derived with
respect to its business of investing in securities or those currencies  ("Income
Requirement");  (2) at the close of each  quarter of the Fund's taxable year, at
least 50% of the value of its total assets must be represented by cash and  cash
items,   U.S.  government  securities,  securities   of  other  RICs  and  other
securities, with these other securities limited,  in respect of any one  issuer,
to an amount that does not exceed 5% of the value of the Fund's total assets and
that  does  not  represent more  than  10%  of the  issuer's  outstanding voting
securities; and (3) at the close of each quarter of the Fund's taxable year, not
more than 25% of  the value of  its total assets may  be invested in  securities
(other  than U.S. government securities or the  securities of other RICs) of any
one issuer.
 
Dividends and  other distributions  declared  by the  Fund  in, and  payable  to
shareholders  of record as  of a date  in, October, November  or December of any
year will  be  deemed  to have  been  paid  by  the Fund  and  received  by  the
shareholders  on December 31 of  that year if the  distributions are paid by the
Fund during  the following  January. Accordingly,  those distributions  will  be
taxed to shareholders for the year in which that December 31 falls.
 
A  portion of  the dividends from  the Fund's investment  company taxable income
(whether paid in cash  or reinvested in additional  shares) may be eligible  for
the  dividends-received deduction allowed to  corporations. The eligible portion
may  not  exceed  the  aggregate  dividends  received  by  the  Fund  from  U.S.
corporations.  However,  dividends  received  by  a  corporate  shareholder  and
deducted  by  it  pursuant  to  the  dividends-received  deduction  are  subject
indirectly to the alternative minimum tax.
 
If  Fund shares are sold at a loss after  being held for six months or less, the
loss will be treated  as long-term, instead of  short-term, capital loss to  the
extent  of any  capital gain distributions  received on  those shares. Investors
also should be aware that if shares are purchased shortly before the record date
for any dividend or other distribution, the shareholder will pay full price  for
the shares and receive some portion of the price back as a taxable distribution.
 
The  Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to the
extent it fails to distribute by the end of any calendar year substantially  all
of  its  ordinary income  for  that year  and capital  gain  net income  for the
one-year period ending on October 31 of that year, plus certain other amounts.
 
FOREIGN TAXES
Dividends and interest received by the Fund, and gains realized thereby, may  be
subject  to income, withholding or other  taxes imposed by foreign countries and
U.S. possessions  ("foreign taxes")  that would  reduce the  yield and/or  total
return  on its  securities. Tax  conventions between  certain countries  and the
United States may reduce or eliminate  foreign taxes, however, and many  foreign
countries  do not  impose taxes  on capital gains  in respect  of investments by
foreign investors. If more than 50% of  the value of the Fund's total assets  at
the  close of its  taxable year consists of  securities of foreign corporations,
the Fund  will be  eligible to,  and may,  file an  election with  the  Internal
Revenue  Service that  will enable its  shareholders, in effect,  to receive the
benefit of the foreign tax credit with respect to any foreign taxes paid by  it.
Pursuant  to the election, the Fund would treat those taxes as dividends paid to
its shareholders and each shareholder would be required to (1) include in  gross
income,  and treat as paid by him, his share of those taxes, (2) treat his share
of those taxes and of any dividend paid by the Fund that represents income  from
foreign  and U.S. possessions sources  as his own income  from those sources and
(3) either deduct the taxes deemed paid  by him in computing his taxable  income
or,  alternatively, use the foregoing information in calculating the foreign tax
credit against his federal income tax. The Fund will report to its  shareholders
shortly  after each taxable  year their respective shares  of the Fund's foreign
taxes and income from sources within  foreign countries and U.S. possessions  if
it makes this election. Pursuant to the Taxpayer Relief Act of 1997 ("Tax Act"),
individuals who have no more than $300 ($600 for married persons filing jointly)
of creditable foreign taxes
 
                  Statement of Additional Information Page 32
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
included  on Form  1099 and  all of  whose foreign  source income  is "qualified
passive income" may elect each year to be exempt from the extremely  complicated
foreign  tax credit limitation  and will be  able to claim  a foreign tax credit
without having to file the detailed Form 1116 that otherwise is required.
 
PASSIVE FOREIGN INVESTMENT COMPANIES
   
The Fund  may invest  in the  stock of  "passive foreign  investment  companies"
("PFICs").  A PFIC is a foreign corporation  -- other than a "controlled foreign
corporation" (I.E.,  a foreign  corporation  in which,  on  any day  during  its
taxable  year,  more than  50% of  the total  voting power  of all  voting stock
therein or the total value of  all stock therein is owned, directly,  indirectly
or  constructively,  by  "U.S.  shareholders,"  defined  as  U.S.  persons  that
individually own, directly, indirectly or  constructively, at least 10% of  that
voting  power) as  to which the  Fund is  a U.S. shareholder  (effective for its
taxable year beginning November  1, 1998) -- that,  in general, meets either  of
the  following tests: (1) at least 75% of  its gross income is passive or (2) an
average of at least 50%  of its assets produce, or  are held for the  production
of,  passive income.  Under certain circumstances,  the Fund will  be subject to
federal income tax on a portion of any "excess distribution" received on, or  of
any  gain from the disposition of, stock of a PFIC (collectively "PFIC income"),
plus interest thereon, even if the Fund distributes the PFIC income as a taxable
dividend to its shareholders. The balance of the PFIC income will be included in
the Fund's  investment company  taxable  income and,  accordingly, will  not  be
taxable   to  the  Fund  to  the  extent  it  distributes  that  income  to  its
shareholders.
    
 
If the Fund  invests in  a PFIC and  elects to  treat the PFIC  as a  "qualified
electing  fund"  ("QEF"),  then  in  lieu  of  the  foregoing  tax  and interest
obligation, the Fund would be  required to include in  income each year its  pro
rata share of the QEF's ordinary earnings and net capital gain (I.E., the excess
of  net long-term capital gain  over net short-term capital  loss) -- which most
likely would have  to be  distributed by the  Fund to  satisfy the  Distribution
Requirement and avoid imposition of the Excise Tax -- even if those earnings and
gain  were not received by the  Fund from the QEF. In  most instances it will be
very difficult, if  not impossible,  to make  this election  because of  certain
requirements thereof.
 
   
Effective for its taxable year beginning November 1, 1998, the Fund may elect to
"mark  to market" its  stock in any PFIC.  "Marking-to-market," in this context,
means including in ordinary income each taxable year the excess, if any, of  the
fair  market value of the stock over the Fund's adjusted basis therein as of the
end of that year.  Pursuant to the  election, the Fund also  will be allowed  to
deduct  (as an ordinary, not capital, loss)  the excess, if any, of its adjusted
basis in  PFIC stock  over  the fair  market value  thereof  as of  the  taxable
year-end, but only to the extent of any net mark-to-market gains with respect to
that  stock included in income  by the Fund for  prior taxable years. The Fund's
adjusted basis in each PFIC's stock subject to the election will be adjusted  to
reflect  the  amounts  of  income  included  and  deductions  taken  thereunder.
Regulations proposed in  1992 provided a  similar election with  respect to  the
stock of certain PFICs.
    
 
NON-U.S. SHAREHOLDERS
Dividends  paid by the Fund to a shareholder  who, as to the United States, is a
nonresident alien individual, nonresident alien fiduciary of a trust or  estate,
foreign  corporation  or foreign  partnership ("foreign  shareholder") generally
will be subject to U.S. withholding tax (at a rate of 30% or lower treaty rate).
Withholding will not apply, however, to a dividend paid by the Fund to a foreign
shareholder that is "effectively connected with  the conduct of a U.S. trade  or
business,"  in which case the  reporting and withholding requirements applicable
to domestic shareholders will apply. A  distribution of net capital gain by  the
Fund  to a foreign shareholder generally will  be subject to U.S. federal income
tax (at the rates  applicable to domestic persons)  only if the distribution  is
"effectively  connected" or  the foreign  shareholder is  treated as  a resident
alien individual for federal income tax purposes.
 
OPTIONS, FUTURES AND FOREIGN CURRENCY TRANSACTIONS
The Fund's use of hedging transactions, such as selling (writing) and purchasing
options and Futures and entering into Forward Contracts, involves complex  rules
that  will determine, for federal income tax purposes, the amount, character and
timing of recognition of  the gains and losses  the Fund realizes in  connection
therewith.  Gains  from the  disposition of  foreign currencies  (except certain
gains that  may be  excluded by  future regulations),  and gains  from  options,
Futures  and Forward Contracts derived by the  Fund with respect to its business
of investing in securities  or foreign currencies,  will qualify as  permissible
income under the Income Requirement.
 
   
Futures  and Forward  Contracts that  are subject  to section  1256 of  the Code
(other  than  those  that  are  part  of  a  "mixed  straddle")  ("Section  1256
Contracts")  and  that are  held by  the Fund  at  the end  of its  taxable year
generally will be  deemed to have  been sold at  that time at  market value  for
federal income tax purposes. Sixty percent of any net gain or loss recognized on
these  deemed sales, and  60% of any net  gain or loss  realized from any actual
sales of Section 1256  Contracts, will be treated  as long-term capital gain  or
loss,  and the balance will be treated  as short-term capital gain or loss. That
60% portion  will qualify  for the  reduced maximum  tax rates  on  noncorporate
taxpayers'  net capital gain enacted by the Tax Act -- 20% (10% for taxpayers in
the 15% marginal  tax bracket) for  gain recognized on  capital assets held  for
more
    
 
                  Statement of Additional Information Page 33
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
   
than  18 months --  instead of the  28% rate in  effect before that legislation,
which now applies to gain  recognized on capital assets  held for more than  one
year but not more than 18 months.
    
 
Section  988 of the Code also may apply to gains and losses from transactions in
foreign currencies,  foreign-currency-denominated debt  securities and  options,
Futures  and Forward  Contracts on foreign  currencies ("Section  988" gains and
losses). Each Section  988 gain  or loss  generally is  computed separately  and
treated as ordinary income or loss. In the case of overlap between sections 1256
and  988, special provisions  determine the character and  timing of any income,
gain or loss. The Fund attempts to monitor section 988 transactions to  minimize
any adverse tax impact.
 
If  the Fund has  an "appreciated financial position"  -- generally, an interest
(including an interest through an option,  Futures or Forward Contract or  short
sale) with respect to any stock, debt instrument (other than "straight debt") or
partnership  interest the fair market value  of which exceeds its adjusted basis
- -- and enters into  a "constructive sale" of  the same or substantially  similar
property,  the Fund will be treated as  having made an actual sale thereof, with
the result  that gain  will be  recognized  at that  time. A  constructive  sale
generally consists of a short sale, an offsetting notional principal contract or
Futures  or Forward Contract entered  into by the Fund  or a related person with
respect to  the same  or substantially  similar property.  In addition,  if  the
appreciated  financial  position is  itself  a short  sale  or such  a contract,
acquisition of the underlying property or substantially similar property will be
deemed a constructive sale.
 
The foregoing  is a  general  and abbreviated  summary  of certain  federal  tax
considerations  affecting the Fund and its  shareholders. Investors are urged to
consult their own tax advisers for more detailed information and for information
regarding any  foreign,  state  and  local  taxes  applicable  to  distributions
received from the Fund.
 
- --------------------------------------------------------------------------------
 
                             ADDITIONAL INFORMATION
 
- --------------------------------------------------------------------------------
   
AIM  was organized in 1976, and along  with its subsidiaries, manages or advises
approximately 90 investment  company portfolios  encompassing a  broad range  of
investment  objectives.  AIM is  a  direct, wholly  owned  subsidiary of  A  I M
Management Group  Inc.  ("AIM Management"),  a  holding company  that  has  been
engaged  in  the  financial  services  business  since  1976.  AIM  is  the sole
shareholder  of  the  Funds'   principal  underwriter,  AIM  Distributors.   AIM
Management is an indirect wholly owned subsidiary of AMVESCAP PLC, 11 Devonshire
Square,  London, EC2M  4YR, England.  AMVESCAP PLC  and its  subsidiaries are an
independent investment management group that  has a significant presence in  the
institutional  and retail segment of the investment management industry in North
America and Europe, and a growing presence in Asia.
    
 
CUSTODIAN
State Street  Bank and  Trust  Company ("State  Street"), 225  Franklin  Street,
Boston,  MA  02110, acts  as custodian  of  the Fund's  assets. State  Street is
authorized to  establish  and  has  established  separate  accounts  in  foreign
currencies  and to cause securities of the  Fund to be held in separate accounts
outside the United States in the custody of non-U.S. banks.
 
INDEPENDENT ACCOUNTANTS
   
The Fund's independent accountants are Coopers & Lybrand L.L.P., One Post Office
Square, Boston, MA 02109. Coopers &  Lybrand L.L.P. conducts an annual audit  of
the  Fund, assists in the preparation of the Fund's federal and state income tax
returns and consults with the Company and the Fund as to matters of  accounting,
regulatory filings, and federal and state income taxation.
    
 
   
The  audited financial statements  of the Company included  in this Statement of
Additional Information have been examined by Coopers & Lybrand L.L.P., as stated
in their opinion appearing herein and are included in reliance upon such opinion
given upon the authority of that firm as experts in accounting and auditing.
    
 
   
NAME
    
   
Prior to May 29, 1998,  the Fund operated under the  name of GT Global Growth  &
Income Fund.
    
 
                  Statement of Additional Information Page 34
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                               INVESTMENT RESULTS
 
- --------------------------------------------------------------------------------
 
   
STANDARDIZED  RETURNS The Fund's  "Standardized Returns," as  referred to in the
Prospectus  (see  "Other   Information  --  Performance   Information"  in   the
Prospectus),  are calculated separately for  Class A, and Class  B shares of the
Fund, as follows:  Standardized Return  (average annual total  return ("T"))  is
computed  by using the ending redeeming  value ("ERV") of a hypothetical initial
investment of  $1,000  ("P") over  a  period of  years  ("n") according  to  the
following  formula as required by the SEC: P(1+T)  to the (n)th power = ERV. The
following assumptions will be reflected in computations made in accordance  with
this  formula: (1) for Class A shares,  deduction of the maximum sales charge of
5.50% from the $1,000 initial investment;  (2) for Class B shares, deduction  of
the applicable contingent deferred sales charge imposed on a redemption of Class
B  shares  held  for  the  period;  (3)  reinvestment  of  dividends  and  other
distributions at net  asset value  on the  reinvestment date  determined by  the
Company's  Board of Directors; and  (4) a complete redemption  at the end of any
period illustrated.
    
 
The Standardized Returns for the Class A and Class B shares of the Fund,  stated
as average annualized total returns for the periods shown, were:
 
   
<TABLE>
<CAPTION>
                                                                                                GROWTH AND       GROWTH AND
                                                                                                INCOME FUND      INCOME FUND
PERIOD                                                                                           (CLASS A)        (CLASS B)
- --------------------------------------------------------------------------------------------  ---------------  ---------------
<S>                                                                                           <C>              <C>
Fiscal year ended Oct. 31, 1997.............................................................         12.46%           13.28%
Oct. 31, 1992 through Oct. 31, 1997.........................................................         12.49%           12.81%
Oct. 22, 1992 (commencement of operations) through Oct. 31, 1997............................           n/a            12.82%
Sept. 25, 1990 (commencement of operations) through Oct. 31, 1997...........................         11.82%             n/a
</TABLE>
    
 
NON-STANDARDIZED  RETURNS In addition to Standardized Returns, the Fund may also
include in advertisements, sales literature and shareholder reports other  total
return  performance data ("Non-Standardized Return"). Non-Standardized Return is
calculated separately for  Class A and  Class B shares  of the Fund  and may  be
calculated according to several different formulas. Non-Standardized Returns may
be  quoted for the same or different time periods for which Standardized Returns
are quoted. Non-Standardized  Returns may  or may  not take  sales charges  into
account;  performance data calculated without taking the effect of sales charges
into account will be higher than data including the effect of such charges.
 
Average annual Non-Standardized  Return ("T")  is computed by  using the  ending
redeeming  value ("ERV")  of a hypothetical  initial investment  of $1,000 ("P")
over a period of years ("n") according  to the following formula as required  by
the  SEC: P(1+T)  to the (n)th  power =  ERV. The following  assumptions will be
reflected in computations made in accordance with this formula: (1) no deduction
of sales charges; (2) reinvestment of  dividends and other distributions at  net
asset value on the reinvestment date determined by the Board; and (3) a complete
redemption at the end of any period illustrated.
 
The  average annual Non-Standardized Returns for the  Class A and Class B shares
of the Fund, stated as average  annualized total returns for the periods  shown,
were:
 
<TABLE>
<CAPTION>
                                                                                                GROWTH AND       GROWTH AND
                                                                                                INCOME FUND      INCOME FUND
PERIOD                                                                                           (CLASS A)        (CLASS B)
- --------------------------------------------------------------------------------------------  ---------------  ---------------
<S>                                                                                           <C>              <C>
Fiscal year ended Oct. 31, 1997.............................................................         19.01%           18.28%
Oct. 31, 1992 through Oct. 31, 1997.........................................................         13.77%           13.05%
Oct. 22, 1992 (commencement of operations) through Oct. 31, 1997............................           n/a            12.94%
Sept. 25, 1990 (commencement of operations) through Oct. 31, 1997...........................         12.72%             n/a
</TABLE>
 
Aggregate Non-Standardized Return ("T") is computed by using the ending value of
the  account  ("VOA")  of  a hypothetical  initial  investment  of  $1,000 ("P")
according to the  following formula: T  = (VOA/P)-1. Aggregate  Non-Standardized
Return  assumes reinvestment  of dividends and  other distributions  and, as set
forth below, may or may not take sales charge into account.
 
                  Statement of Additional Information Page 35
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
The aggregate Non-Standardized Returns (not  taking sales charges into  account)
for  the Class  A and  Class B  shares of  the Fund,  stated as  aggregate total
returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                                                              GROWTH AND       GROWTH AND
                                                                                              INCOME FUND      INCOME FUND
PERIOD                                                                                         (CLASS A)        (CLASS B)
- ------------------------------------------------------------------------------------------  ---------------  ---------------
<S>                                                                                         <C>              <C>
Oct. 22, 1992 (commencement of operations) through Oct. 31, 1997..........................           n/a            84.31%
Sept. 25, 1990 (commencement of operations) through Oct. 31, 1997.........................        133.95%             n/a
</TABLE>
 
The aggregate Non-Standardized Returns (taking  sales charges into account)  for
the  Class A and B shares of the Fund, stated as aggregate total returns for the
periods shown, were:
 
   
<TABLE>
<CAPTION>
                                                                                              GROWTH AND       GROWTH AND
                                                                                              INCOME FUND      INCOME FUND
PERIOD                                                                                         (CLASS A)        (CLASS B)
- ------------------------------------------------------------------------------------------  ---------------  ---------------
<S>                                                                                         <C>              <C>
Oct. 22, 1992 (commencement of operations) through Oct. 31, 1997..........................           n/a            83.31%
Sept. 25, 1990 (commencement of operations) through Oct. 31, 1997.........................        121.08%             n/a
</TABLE>
    
 
IMPORTANT POINTS TO NOTE ABOUT DATA RELATING TO WORLD EQUITY AND BOND MARKETS
The Fund and AIM  Distributors may from time  to time, in advertisements,  sales
literature and reports furnished to present or prospective shareholders, compare
the Fund with the following, among others:
 
        (1)  The Consumer Price Index ("CPI"), which is a measure of the average
    change in prices over time  in a fixed market  basket of goods and  services
    (e.g.,  food, clothing,  shelter, fuels,  transportation fares,  charges for
    doctors' and dentists' services, prescription medicines, and other goods and
    services that people  buy for  day-to-day living). There  is inflation  risk
    which does not affect a security's value but its purchasing power, i.e., the
    risk of changing price levels in the economy that affects security prices or
    the price of goods and services.
 
        (2)  Data and mutual fund rankings and comparisons published or prepared
    by  Lipper  Analytical  Data  Services,  Inc.  ("Lipper"),  CDA/Wiesenberger
    Investment   Company   Services   ("CDA/Wiesenberger"),   Morningstar,  Inc.
    ("Morningstar"), Micropal,  Inc. and/or  other  companies that  rank  and/or
    compare  mutual funds by overall performance, investment objectives, assets,
    expense levels, periods of existence  and/or other factors. In this  regard,
    the  Fund  may  be  compared  to its  "peer  group"  as  defined  by Lipper,
    CDA/Wiesenberger, Morningstar  and/or  other  firms, as  applicable,  or  to
    specific  funds or  groups of  funds within or  outside of  such peer group.
    Lipper generally  ranks  funds  on  the  basis  of  total  return,  assuming
    reinvestment of distributions, but does not take sales charges or redemption
    fees into consideration, and is prepared without regard to tax consequences.
    In  addition  to the  mutual fund  rankings, the  Fund's performance  may be
    compared to mutual fund performance indices prepared by Lipper.  Morningstar
    is a mutual fund rating service that also rates mutual funds on the basis of
    risk-adjusted  performance. Morningstar ratings are calculated from a fund's
    three, five  and  ten  year  average annual  returns  with  appropriate  fee
    adjustments and a risk factor that reflects fund performance relative to the
    three-month  U.S. Treasury bill monthly returns. Ten percent of the funds in
    an investment category receive five stars and 22.5% receive four stars.  The
    ratings are subject to change each month.
 
        (3)  Bear  Stearns Foreign  Bond  Index, which  provides  simple average
    returns for individual countries and gross national product ("GNP") weighted
    index, beginning in 1975.  The returns are broken  down by local market  and
    currency.
 
        (4)  Ibbotson  Associates  International Bond  Index,  which  provides a
    detailed breakdown of local market and currency returns since 1960.
 
        (5) Standard & Poor's 500 Composite Stock Price Index, which is a widely
    recognized index  composed of  the  capitalization-weighted average  of  the
    price of 500 of the largest publicly traded stocks in the U.S.
 
        (6) Dow Jones Industrial Average.
 
        (7) CNBC/Financial News Composite Index.
 
        (8) Morgan Stanley Capital International World Indices, including, among
    others, the Morgan Stanley Capital International Europe, Australia, Far East
    Index  ("EAFE Index").  The EAFE  index is an  unmanaged index  of more than
    1,000 companies in Europe, Australia and the Far East.
 
        (9) Morgan Stanley  Capital International All  Country (AC) World  index
    ("MSCI").  The  MSCI is  a broad,  unmanaged index  of global  stock prices,
    currently comprising 2500  different issuers, located  in 47 countries,  and
    grouped in 38 separate industries.
 
                  Statement of Additional Information Page 36
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
       (10)  Salomon Brothers World  Government Bond Index  and Salomon Brothers
    World Government Bond Index-Non-U.S., each of  which is a widely used  index
    composed of world government bonds.
 
       (11)  The  World  Bank  Publication  of  Trends  in  Developing Countries
    ("TIDE") provides  brief  reports on  most  of the  World  Bank's  borrowing
    members.  The World  Development Report is  published annually  and looks at
    global  and  regional  economic  trends  and  their  implications  for   the
    developing economies.
 
       (12)  Salomon Brothers Global Telecommunications Index, which is composed
    of telecommunications companies in the developing and emerging countries.
 
       (13) Datastream  and Worldscope,  each of  which is  an on-line  database
    retrieval  service  for information,  including international  financial and
    economic data.
 
       (14)  International  Financial  Statistics,  which  is  produced  by  the
    International Monetary Fund.
 
       (15)  Various publications and reports produced by the World Bank and its
    affiliates.
 
       (16) Various publications from the International Bank for  Reconstruction
    and Development.
 
   
       (17)  Various publications produced  by ratings agencies  such as Moody's
    Investors Service, Inc., Standard  & Poor's, a  division of The  McGraw-Hill
    Companies, Inc. and Fitch.
    
 
       (18)  Wilshire Associates which is  an on-line database for international
    financial and economic data including  performance measure for a wide  range
    of securities.
 
       (19)  Bank Rate National Monitor Index, which is an average of the quoted
    rates for 100 leading banks and thrifts in ten U.S. cities.
 
       (20) International  Finance  Corporation ("IFC")  Emerging  Markets  Data
    Base,  which  provides  detailed statistics  on  stock and  bond  markets in
    developing countries.
 
       (21) Various publications from the Organization for Economic  Cooperation
    and Development ("OECD").
 
       (22)  Average of  Savings Accounts,  which is a  measure of  all kinds of
    savings deposits, including longer-term certificates. Savings accounts offer
    a guaranteed rate  of return on  principal, but no  opportunity for  capital
    growth.  During a  portion of  the period,  the maximum  rates paid  on some
    savings deposits were fixed by law.
 
Indices, economic and  financial data  prepared by the  research departments  of
various financial organizations such as Salomon Brothers, Inc., Lehman Brothers,
Merrill  Lynch, Pierce, Fenner & Smith, Inc., Financial Research Corporation, J.
P.  Morgan,  Morgan  Stanley,  Smith  Barney  Shearson,  S.G.  Warburg,  Jardine
Flemming,  The  Bank  for  International  Settlements,  Asian  Development Bank,
Bloomberg, L.P.  and Ibbotson  Associates may  be used  as well  as  information
reported  by the  Federal Reserve  and the  respective Central  Banks of various
nations. In addition, AIM Distributors may use performance rankings, ratings and
commentary reported periodically in  national financial publications,  including
Money  Magazine, Mutual Fund  Magazine, Smart Money,  Global Finance, EuroMoney,
Financial World, Forbes, Fortune, Business Week, Latin Finance, The Wall  Street
Journal,  Emerging  Markets  Weekly,  Kiplinger's  Guide  To  Personal  Finance,
Barron's, The  Financial Times,  USA  Today, The  New  York Times,  Far  Eastern
Economic  Review, The  Economist and  Investors Business  Digest. Each  Fund may
compare its performance to that of  other compilations or indices of  comparable
quality  to those listed above and other  indices that may be developed and made
available in the future.
 
Information  relating  to   foreign  market   performance,  capitalization   and
diversification  is based on sources believed to  be reliable but may be subject
to revision  and  has  not  been  independently verified  by  the  Fund  or  AIM
Distributors.  The  authors  and  publishers  of such  material  are  not  to be
considered as "experts" under the 1933 Act, on account of the inclusion of  such
information herein.
 
A  portion of the performance  figures for each market  includes the positive or
negative effects of the currency exchange rates effective at December 31 of each
year between the U.S. dollar and currency of the foreign market (e.g.,  Japanese
Yen,  German Deutschemark  and Hong  Kong Dollar).  A foreign  currency that has
strengthened or weakened against the  U.S. dollar will positively or  negatively
affect the reported returns, as the case may be.
 
AIM  Distributors  believes that  this information  may  be useful  to investors
considering whether and to what extent to diversify their investment through the
purchase of mutual  funds investing in  securities on a  global basis.  However,
this data is not a representation of the past performance of the Fund, nor is it
a  prediction of such performance. The performance  of the Fund will differ from
the historical performance or relevant indices. The performance of indices  does
 
                  Statement of Additional Information Page 37
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
not  take  expenses  into  account,  while  the  Fund  incurs  expenses  in  its
operations, which will reduce performance. Each of these factors will cause  the
performance of the Fund to differ from relevant indices.
 
   
From  time to  time, the Fund  and AIM Distributors  may refer to  the number of
shareholders in the  Fund or  the aggregate number  of shareholders  in all  AIM
Funds or the dollar amount of Fund assets under management or rankings by DALBAR
Surveys, Inc. in advertising materials.
    
 
AIM  Distributors believes the  Fund is an  appropriate investment for long-term
investment  goals,  including  funding  retirement,  paying  for  education   or
purchasing  a house. AIM  Distributors may provide  information designed to help
individuals understand  their investment  goals  and explore  various  financial
strategies.  For example,  AIM Distributors  may describe  general principles of
investing, such as  asset allocation,  diversification and  risk tolerance.  The
Fund  does not represent a complete  investment program and the investors should
consider the  Fund as  appropriate for  a portion  of their  overall  investment
portfolio with regard to their long-term investment goals. There is no assurance
that any such information will lead to achieving these goals or guarantee future
results.
 
   
From  time to time, AIM Distributors may refer to or advertise the names of U.S.
and non-U.S. companies and  their products, although there  can be no  assurance
that any AIM Fund may own the securities of these companies.
    
 
Ibbotson  Associates  of  Chicago,  Illinois  ("Ibbotson")  provides  historical
returns of the capital  markets in the United  States, including common  stocks,
small   capitalization  stocks,  long-term  corporate  bonds,  intermediate-term
government bonds, long-term government bonds,  Treasury bills, the U.S. rate  of
inflation  (based on the CPI), and  combinations of various capital markets. The
performance of  these capital  markets  is based  on  the returns  of  different
indices.
 
   
AIM  Funds  may  use  the  performance of  these  capital  markets  in  order to
demonstrate  general   risk-versus-reward  investment   scenarios.   Performance
comparisons  may also include the  value of a hypothetical  investment in any of
these capital  markets. The  risks associated  with the  security types  in  any
capital market may or may not correspond directly to those of the Fund. Ibbotson
calculates total returns in the same method as the Fund.
    
 
The Fund may quote various measures of volatility and benchmark correlation such
as  beta, standard deviation and R(2) in  advertising. In addition, the Fund may
compare these measures to those of  other funds. Measures of volatility seek  to
compare  the Fund's historical share price fluctuations or total return to those
of a benchmark.
 
The Fund may  advertise examples of  the effects of  periodic investment  plans,
including the principle of dollar cost averaging programs. In such a program, an
investor  invests a fixed dollar amount in a fund at periodic intervals, thereby
purchasing fewer shares  when prices are  high and more  shares when prices  are
low.  While such a strategy does not assure  a profit or guard against loss in a
declining market, the  investor's average cost  per share can  be lower than  if
fixed  numbers of shares are purchased at the same intervals. In evaluating such
a plan, investors should  consider their ability  to continue purchasing  shares
through periods of low price levels.
 
   
The  Fund may describe in its sales  material and advertisements how an investor
may invest in AIM Funds through various retirement plans or other programs  that
offer  deferral of income taxes on investment  earnings and pursuant to which an
investor may make deductible contributions.  Because of their advantages,  these
retirement  plans  and  programs  may  produce  returns  superior  to comparable
non-retirement investments. For example, a $10,000 investment earning a  taxable
return of 10% annually would have an after-tax value of $17,976 after ten years,
assuming  tax  was  deducted from  the  return each  year  at a  39.6%  rate. An
equivalent tax-deferred  investment would  have an  after-tax value  of  $19,626
after  ten years, assuming  tax was deducted  at a 39.6%  rate from the deferred
earnings  at  the   end  of  the   ten-year  period.  In   sales  material   and
advertisements,  the  Fund  may  also  discuss  these  plans  and  programs. See
"Information Relating to Sales and Redemptions -- Individual Retirement Accounts
("IRAs") and Other Tax-Deferred Plans."
    
 
AIM Distributors may from  time to time in  its sales materials and  advertising
discuss  the risks inherent in investing. The major types of investment risk are
market risk, industry risk, credit risk, interest rate risk and inflation  risk.
Risk represents the possibility that you may lose some or all of your investment
over  a period of time. A basic tenet  of investing is the greater the potential
reward, the greater the risk.
 
From time  to  time,  the  Fund and  AIM  Distributors  will  quote  information
regarding  industries, individual countries, regions, world stock exchanges, and
economic and demographic statistics from sources AIM Distributors deems reliable
including the economic and financial data of financial organizations, such as:
 
 1) Stock market  capitalization:  Morgan Stanley  Capital  International  World
    Indices, IFC and Datastream.
 
 2) Stock  market trading volume: Morgan  Stanley Capital International Industry
    Indices and IFC.
 
                  Statement of Additional Information Page 38
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
 3) The number of  listed companies: IFC,  G.T. Guide to  World Equity  Markets,
    Salomon Brothers, Inc., and S.G. Warburg.
 
 4) Wage  rates: U.S. Department of Labor  Statistics and Morgan Stanley Capital
    International World Indices.
 
 5) International industry  performance:  Morgan Stanley  Capital  International
    World Indices, Wilshire Associates and Salomon Brothers, Inc.
 
 6) Stock   market  performance:  Morgan  Stanley  Capital  International  World
    Indices, IFC and Datastream.
 
 7) The Consumer Price Index and inflation rate: The World Bank, Datastream  and
    IFC.
 
 8) Gross Domestic Product ("GDP"): Datastream and The World Bank.
 
 9) GDP growth rate: IFC, The World Bank and Datastream.
 
10) Population: The World Bank, Datastream and United Nations.
 
11) Average annual growth rate (%) of population: The World Bank, Datastream and
    United Nations.
 
12) Age distribution within populations: OECD and United Nations.
 
13) Total exports and imports by year: IFC, The World Bank and Datastream.
 
14) Top three companies by country, industry or market: IFC, G.T. Guide to World
    Equity Markets, Salomon Brothers Inc., and S.G. Warburg.
 
15) Foreign  direct  investments to  developing  countries: The  World  Bank and
    Datastream.
 
16) Supply, consumption,  demand  and  growth in  demand  of  certain  products,
    services  and industries, including, but not limited to, electricity, water,
    transportation, construction materials, natural resources, technology, other
    basic infrastructure, financial services, health care services and supplies,
    consumer products and services and telecommunications equipment and services
    (sources of such information may include,  but would not be limited to,  The
    World Bank, OECD, IMF, Bloomberg and DataStream).
 
17) Standard  deviation and performance returns for U.S. and non-U.S. equity and
    bond markets: Morgan Stanley Capital International.
 
18) Countries restructuring their  debt, including those  under the Brady  Plan:
    the Sub-adviser.
 
19) Political and economic structure of countries: Economist Intelligence Unit.
 
20) Government  and corporate  bonds --  credit ratings,  yield to  maturity and
    performance returns: Salomon Brothers, Inc.
 
21) Dividend yields for U.S. and non-U.S. companies: Bloomberg.
 
From time to time, AIM Distributors may include in its advertisements and  sales
material,   information  about  privatization,  which  is  an  economic  process
involving the sale of state-owned companies to the private sector.
 
   
In advertising and sales  materials, AIM Distributors may  make reference to  or
discuss  its products, services and accomplishments. Among these accomplishments
are that in 1983 the Sub-adviser  provided assistance to the government of  Hong
Kong  in  linking its  currency to  the U.S.  dollar, and  that in  1987 Japan's
Ministry of  Finance licensed  LGT Asset  Management Ltd.  as one  of the  first
foreign   discretionary  investment   managers  for   Japanese  investors.  Such
accomplishments, however,  should  not  be  viewed  as  an  endorsement  of  the
Sub-adviser  by the government of Hong Kong,  Japan's Ministry of Finance or any
other government or government  agency. Nor do any  such accomplishments of  the
Sub-adviser  provide any assurance that  the AIM/GT Funds' investment objectives
will be achieved.
    
 
                  Statement of Additional Information Page 39
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                          DESCRIPTION OF DEBT RATINGS
 
- --------------------------------------------------------------------------------
 
DESCRIPTION OF BOND RATINGS
    MOODY'S INVESTORS SERVICE, INC. ("Moody's") rates the debt securities issued
by various entities from  "Aaa" to "C." Investment  grade ratings are the  first
four categories:
 
        Aaa  -- Bonds which are rated Aaa are  judged to be of the best quality.
    They carry the smallest degree of investment risk and are generally referred
    to as "gilt  edged." Interest payments  are protected  by a large  or by  an
    exceptionally  stable  margin and  principal  is secure.  While  the various
    protective elements are likely to change, such changes as can be  visualized
    are  most  unlikely  to impair  the  fundamentally strong  position  of such
    issues.
 
        Aa -- Bonds which are rated Aa are  judged to be of high quality by  all
    standards.  Together with  the Aaa  group they  comprise what  are generally
    known as high grade bonds. They are rated lower than the best bonds  because
    margins  of  protection  may  not  be  as  large  as  in  Aaa  securities or
    fluctuation of protective elements may be of greater amplitude or there  may
    be  other elements  present which  make the  long-term risk  appear somewhat
    larger than the Aaa securities.
 
        A  --  Bonds  which  are  rated  A  possess  many  favorable  investment
    attributes  and  are  to be  considered  as  upper-medium-grade obligations.
    Factors giving security to principal  and interest are considered  adequate,
    but  elements may  be present which  suggest a  susceptibility to impairment
    some time in the future.
 
        Baa --  Bonds  which  are  rated  Baa  are  considered  as  medium-grade
    obligations,  (i.e., they are neither  highly protected nor poorly secured).
    Interest payments and principal security appear adequate for the present but
    certain protective  elements may  be lacking  or may  be  characteristically
    unreliable  over  any  great length  of  time. Such  bonds  lack outstanding
    investment characteristics and in  fact have speculative characteristics  as
    well.
 
        Ba  -- Bonds which are rated Ba are judged to have speculative elements;
    their future cannot be considered  as well-assured. Often the protection  of
    interest  and principal payments may be  very moderate, and thereby not well
    safeguarded during both good and bad  times over the future. Uncertainty  of
    position characterizes bonds in this class.
 
        B  --  Bonds which  are rated  B generally  lack characteristics  of the
    desirable investment. Assurance  of interest  and principal  payments or  of
    maintenance  of other terms of the contract over any long period of time may
    be small.
 
        Caa -- Bonds which are rated Caa  are of poor standing. Such issues  may
    be  in default or  there may be  present elements of  danger with respect to
    principal or interest.
 
        Ca  --  Bonds  which  are  rated  Ca  represent  obligations  which  are
    speculative in a high degree. Such issues are often in default or have other
    marked shortcomings.
 
        C  -- Bonds which are  rated C are the lowest  rated class of bonds, and
    issues so rated can be regarded  as having extremely poor prospects of  ever
    attaining any real investment standing.
 
ABSENCE  OF RATING: Where no rating has been assigned or where a rating has been
suspended or withdrawn, it may  be for reasons unrelated  to the quality of  the
issue.
 
Should no rating be assigned, the reason may be one of the following:
 
1. An application for rating was not received or accepted.
 
2.  The issue or issuer  belongs to a group of  securities or companies that are
not rated as a matter of policy.
 
3. There is a lack of essential data pertaining to the issue or issuer.
 
4. The issue was privately placed, in which case the rating is not published  in
Moody's publications.
 
Suspension  or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable up-to-date data  to permit  a judgment  to be  formed; if  a bond  is
called for redemption; or for other reasons.
 
                  Statement of Additional Information Page 40
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
Note:  Moody's applies numerical  modifiers, 1, 2  and 3 in  each generic rating
classification from Aa to Caa. The  modifier 1 indicates that the Company  ranks
in  the higher end  of its generic  rating category; the  modifier 2 indicates a
mid-range ranking; and the  modifier 3 indicates that  the Company ranks in  the
lower end of its generic rating category.
 
    STANDARD  & POOR'S, a  division of The  McGraw-Hill Companies, Inc. ("S&P"),
rates the securities debt of various  entities in categories ranging from  "AAA"
to  "D"  according  to quality.  Investment  grade  ratings are  the  first four
categories:
 
        AAA -- An obligation rated "AAA" has the highest rating assigned by S&P.
    The obligor's capacity to meet its financial commitment on the obligation is
    extremely strong.
 
        AA  --  An  obligation  rated  "AA"  differs  from  the  highest   rated
    obligations  only  in a  small degree.  The obligor's  capacity to  meet its
    financial commitment on the obligation is very strong.
 
        A -- An obligation rated "A" is somewhat more susceptible to the adverse
    effects of changes in circumstances and economic conditions than obligations
    in higher rated categories.
 
        BBB  --  An   obligation  rated  "BBB"   exhibits  adequate   protection
    parameters.  However, adverse economic  conditions or changing circumstances
    are more likely to lead  to a weakened capacity of  the obligor to meet  its
    financial commitment on the obligation.
 
        BB,  B, CCC, CC, C -- Obligations  rated "BB," "B," "CCC," "CC," and "C"
    are  regarded  as  having  significant  speculative  characteristics.   "BB"
    indicates  the least degree  of speculation and "C"  the highest. While such
    obligations will likely  have some quality  and protective  characteristics,
    these may be outweighed by large uncertainties or major exposures to adverse
    conditions.
 
        BB  -- An  obligation rated "BB"  is less vulnerable  to nonpayment than
    other speculative issues. However, it  faces major ongoing uncertainties  or
    exposure  to adverse business, financial, or economic conditions which could
    lead to the obligor's inadequate  capacity to meet its financial  commitment
    on the obligation.
 
        B  --  An obligation  rated "B"  is more  vulnerable to  nonpayment than
    obligations rated "BB," but the obligor  currently has the capacity to  meet
    its  financial commitment on the obligation. Adverse business, financial, or
    economic conditions will likely impair the obligor's capacity or willingness
    to meet its financial commitment on the obligation.
 
        CCC -- An obligation rated "CCC" is currently vulnerable to  nonpayment,
    and is dependent upon favorable business, financial, and economic conditions
    for  the obligor to meet its financial  commitment on the obligation. In the
    event of adverse business, financial, or economic conditions, the obligor is
    not likely to  have the  capacity to meet  its financial  commitment on  the
    obligation.
 
        CC  --  An  obligation  rated "CC"  is  currently  highly  vulnerable to
    nonpayment.
 
        C -- The "C" rating may be used to cover a situation where a  bankruptcy
    petition  has been filed or  similar action has been  taken, but payments on
    this obligation are being continued.
 
        D --  An obligation  rated "D"  is in  payment default.  The "D"  rating
    category is used when payments on an obligation are not made on the date due
    even  if the  applicable grace period  has not expired,  unless S&P believes
    that such payments  will be made  during such grade  period. The "D"  rating
    also  will be used upon the filing of a bankruptcy petition or the taking of
    a similar action if payments on an obligation are jeopardized.
 
PLUS (+) OR MINUS  (-): The ratings from  "AA" to "CCC" may  be modified by  the
addition  of a  plus or minus  sign to  show relative standing  within the major
rating categories.
 
NR:  Indicates  that  no  public  rating  has  been  requested,  that  there  is
insufficient  information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.
 
DESCRIPTION OF COMMERCIAL PAPER RATINGS
    MOODY'S employs  the  designation  "Prime-1" to  indicate  commercial  paper
having  a superior ability for repayment  of senior short-term debt obligations.
Prime-1 repayment  ability will  often be  evidenced by  many of  the  following
characteristics:  leading market positions  in well-established industries; high
rates of return  on funds employed;  conservative capitalization structure  with
moderate  reliance on debt and ample asset protection; broad margins in earnings
coverage of  fixed financial  charges  and high  internal cash  generation;  and
well-established  access to a range of  financial markets and assured sources of
alternate liquidity. Issues rated Prime-2 have a strong ability for repayment of
senior short-term debt obligations. This normally  will be evidenced by many  of
the  characteristics cited  above but  to a  lesser degree.  Earnings trends and
coverage ratios, while sound, may  be more subject to variation.  Capitalization
characteristics,  while  still appropriate,  may  be more  affected  by external
conditions. Ample alternate liquidity is maintained.
 
                  Statement of Additional Information Page 41
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
    S&P ratings of commercial paper  are graded into several categories  ranging
from  "A1" for the highest quality obligations  to "D" for the lowest. Issues in
the "A"  category are  delineated  with numbers  1, 2,  and  3 to  indicate  the
relative  degree  of safety.  A-1 --  This highest  category indicates  that the
degree of safety regarding timely payment is strong. Those issues determined  to
possess extremely strong safety characteristics will be denoted with a plus sign
(+)  designation.  A-2  -- Capacity  for  timely  payments on  issues  with this
designation is satisfactory; however,  the relative degree of  safety is not  as
high as for issues designated "A-1."
 
- --------------------------------------------------------------------------------
 
                              FINANCIAL STATEMENTS
 
- --------------------------------------------------------------------------------
 
   
The  audited financial statements of the Fund as of October 31, 1997 and for the
fiscal year then ended appear on the following pages.
    
 
                  Statement of Additional Information Page 42
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
- --------------------------------------------------------------------------------
 
ANNUAL REPORT
To the Shareholders of GT Global Growth & Income Fund and Board of Directors of
G.T. Investment Funds, Inc.:
 
We have audited the accompanying statement of assets and liabilities of GT
Global Growth & Income Fund, one of the funds organized as a series of G.T.
Investment Funds, Inc., including the portfolio of investments, as of October
31, 1997, the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the period
then ended. These financial statements and the financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and the financial highlights based on our
audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1997, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial position of GT
Global Growth & Income Fund as of October 31, 1997, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the five years in the period then ended, in conformity with generally accepted
accounting principles.
 
                                                        COOPERS & LYBRAND L.L.P.
 
BOSTON, MASSACHUSETTS
DECEMBER 15, 1997
 
                                       F1
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                          COUNTRY        SHARES         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Finance (28.4%)
  Schweizerischer Bankverein (Swiss Bank Corp.) ..........   SWTZ              74,750   $ 20,102,411         2.7
    BANKS-MONEY CENTER
  Royal & Sun Alliance Insurance Group PLC ...............   UK             2,081,400     19,951,696         2.6
    INSURANCE - MULTI-LINE
  CS Holding AG - Registered .............................   SWTZ             108,300     15,258,696         2.0
    BANKS-MONEY CENTER
  AEGON N.V. .............................................   NETH             187,875     14,809,312         2.0
    INSURANCE-LIFE
  First Tennessee National Corp. .........................   US               245,400     14,141,175         1.9
    BANKS-REGIONAL
  Union Bank of Switzerland - Bearer .....................   SWTZ              11,752     13,531,589         1.8
    BANKS-MONEY CENTER
  ABN AMRO Holding N.V. ..................................   NETH             667,296     13,442,181         1.8
    BANKS-MONEY CENTER
  ING Groep N.V. .........................................   NETH             264,262     11,096,009         1.5
    OTHER FINANCIAL
  Deutsche Bank AG .......................................   GER              134,150      8,774,787         1.2
    BANKS-MONEY CENTER
  American General Corp. .................................   US               170,000      8,670,000         1.1
    INSURANCE-LIFE
  IKB Deutsche Industriebank AG ..........................   GER              394,000      8,339,229         1.1
    BANKS-REGIONAL
  General Accident PLC ...................................   UK               400,000      6,806,441         0.9
    INSURANCE - PROPERTY-CASUALTY
  National Westminster Bank PLC ..........................   UK               471,800      6,781,828         0.9
    BANKS-MONEY CENTER
  Fortis Amev N.V. .......................................   NETH             164,542      6,468,086         0.9
    OTHER FINANCIAL
  Lloyds TSB Group PLC ...................................   UK               513,428      6,415,697         0.8
    BANKS-REGIONAL
  Commonwealth Bank of Australia .........................   AUSL             546,000      6,275,641         0.8
    BANKS-SUPER REGIONAL
  Generale de Banque S.A.: ...............................   BEL                   --             --         0.8
    BANKS-MONEY CENTER
    Common ...............................................   --                14,762      6,038,244          --
    Strip VVPR-/- ........................................   --                 1,342            567          --
  Kredietbank N.V. .......................................   BEL               12,980      5,446,409         0.7
    BANKS-REGIONAL
  Commercial Union PLC ...................................   UK               361,550      5,093,962         0.7
    INSURANCE - MULTI-LINE
  Mercury Asset Management Group PLC .....................   UK               196,698      4,272,457         0.6
    INVESTMENT MANAGEMENT
  M & G Group PLC ........................................   UK               155,000      3,139,257         0.4
    INVESTMENT MANAGEMENT
  General Property Trust .................................   AUSL           1,500,000      2,688,928         0.4
    REAL ESTATE
  Reinsurance Australia Corporation Ltd. .................   AUSL             880,000      2,276,555         0.3
    INSURANCE - MULTI-LINE
  Infrastructure Trust of Australia Group ................   AUSL           2,830,000      2,188,401         0.3
    OTHER FINANCIAL
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F2
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                          COUNTRY        SHARES         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Finance (Continued)
  National Australia Bank Ltd. ...........................   AUSL             125,000   $  1,709,139         0.2
    BANKS-REGIONAL
  Realty Development Corp., Ltd. "A" .....................   HK                 5,000         14,230          --
    REAL ESTATE
                                                                                        ------------
                                                                                         213,732,927
                                                                                        ------------
Energy (14.2%)
  Royal Dutch Petroleum Co. ..............................   NETH             371,840     19,674,378         2.6
    OIL
  Elektrowatt "B" AG .....................................   SWTZ              49,068     18,821,083         2.5
    ELECTRICAL & GAS UTILITIES
  Exxon Corp. ............................................   US               182,600     11,218,488         1.5
    OIL
  Mobil Corp. ............................................   US               127,600      9,290,875         1.2
    OIL
  Shell Transport & Trading Co., PLC .....................   UK             1,121,700      7,953,685         1.1
    OIL
  Electrabel S.A. ........................................   BEL               34,760      7,801,667         1.0
    ELECTRICAL & GAS UTILITIES
  Elf Aquitaine ..........................................   FR                52,475      6,498,283         0.9
    OIL
  RWE AG .................................................   GER              134,620      5,839,128         0.8
    ELECTRICAL & GAS UTILITIES
  PG&E Corp. .............................................   US               220,000      5,623,750         0.7
    ELECTRICAL & GAS UTILITIES
  Reunies Electrobel & Tractebel S.A. ....................   BEL               57,935      4,935,325         0.7
    ELECTRICAL & GAS UTILITIES
  Groupe Bruxelles Lambert S.A. ..........................   BEL               31,025      4,805,337         0.6
    OIL
  Santos Ltd. ............................................   AUSL             907,472      4,172,138         0.6
    OIL
                                                                                        ------------
                                                                                         106,634,137
                                                                                        ------------
Consumer Non-Durables (7.8%)
  Avon Products, Inc. ....................................   US               182,000     11,921,000         1.6
    PERSONAL CARE/COSMETICS
  Universal Corp. ........................................   US               280,500     10,501,219         1.4
    TOBACCO
  Philip Morris Cos., Inc. ...............................   US               255,000     10,104,375         1.3
    TOBACCO
  Guinness PLC ...........................................   UK               871,500      7,791,169         1.0
    BEVERAGES - ALCOHOLIC
  Pernod Ricard ..........................................   FR               158,720      7,358,318         1.0
    BEVERAGES - ALCOHOLIC
  Cadbury Schweppes PLC ..................................   UK               670,000      6,742,704         0.9
    BEVERAGES - NON-ALCOHOLIC
  Brown-Forman Corp. "B" .................................   US                93,600      4,603,950         0.6
    BEVERAGES - ALCOHOLIC
                                                                                        ------------
                                                                                          59,022,735
                                                                                        ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F3
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                          COUNTRY        SHARES         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Services (7.7%)
  Telecom Corporation of New Zealand Limited: ............   NZ                    --             --         1.9
    TELEPHONE NETWORKS
    Common ...............................................   --             2,614,200   $ 12,660,904          --
    ADR{\/} ..............................................   --                38,000      1,479,625          --
  McGraw-Hill, Inc. ......................................   US               162,000     10,590,750         1.4
    BROADCASTING & PUBLISHING
  Woolworths Ltd. ........................................   AUSL           2,100,000      6,776,098         0.9
    RETAILERS-OTHER
  PMP Communications Ltd. ................................   AUSL           2,656,500      5,509,086         0.7
    BROADCASTING & PUBLISHING
  Qantas Airways Ltd. ....................................   AUSL           2,890,000      5,180,668         0.7
    TRANSPORTATION - AIRLINES
  Royal PTT Nederland N.V. ...............................   NETH             112,735      4,309,602         0.6
    TELEPHONE NETWORKS
  Cognizant Corp. ........................................   US               109,800      4,302,788         0.6
    CONSUMER SERVICES
  Dun & Bradstreet Corp. .................................   US               109,800      3,136,163         0.4
    BROADCASTING & PUBLISHING
  EMI Group PLC ..........................................   UK               381,600      3,088,259         0.4
    LEISURE & TOURISM
  ACNielsen Corp.-/- .....................................   US                36,600        837,218         0.1
    CONSUMER SERVICES
                                                                                        ------------
                                                                                          57,871,161
                                                                                        ------------
Materials/Basic Industry (4.7%)
  Akzo Nobel N.V. ........................................   NETH              58,950     10,389,900         1.4
    CHEMICALS
  BASF AG ................................................   GER              234,000      7,937,953         1.1
    CHEMICALS
  Solvay S.A. "A" ........................................   BEL              117,540      7,083,515         0.9
    CHEMICALS
  Monsanto Co. ...........................................   US               160,500      6,861,375         0.9
    CHEMICALS
  Aberfoyle Ltd. .........................................   AUSL           1,160,000      2,324,077         0.3
    METALS - NON-FERROUS
  Solutia, Inc. ..........................................   US                32,100        710,213         0.1
    CHEMICALS
                                                                                        ------------
                                                                                          35,307,033
                                                                                        ------------
Health Care (4.4%)
  Bristol Myers Squibb Co. ...............................   US               277,400     24,341,850         3.2
    PHARMACEUTICALS
  Bayer AG ...............................................   GER              258,600      9,072,369         1.2
    PHARMACEUTICALS
                                                                                        ------------
                                                                                          33,414,219
                                                                                        ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F4
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                          COUNTRY        SHARES         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Capital Goods (2.7%)
  General Electric PLC ...................................   UK             1,473,000   $  9,406,990         1.2
    AEROSPACE/DEFENSE
  Lockheed Martin Corp. ..................................   US                69,545      6,611,122         0.9
    AEROSPACE/DEFENSE
  BICC PLC ...............................................   UK             1,559,172      4,354,279         0.6
    INDUSTRIAL COMPONENTS
                                                                                        ------------
                                                                                          20,372,391
                                                                                        ------------
Consumer Durables (1.4%)
  GKN PLC ................................................   UK               460,400     10,324,636         1.4
                                                                                        ------------
    AUTO PARTS
Multi-Industry/Miscellaneous (1.3%)
  VEBA AG ................................................   GER              170,200      9,484,616         1.3
    CONGLOMERATE
                                                                                        ------------       -----
 
TOTAL EQUITY INVESTMENTS (cost $338,444,171) .............                               546,163,855        72.6
                                                                                        ------------       -----
<CAPTION>
 
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Government & Government Agency Obligations (20.6%)
  Australia (0.7%)
    Australian Government, 8.75% due 8/15/08 .............   AUD            5,774,000      4,934,994         0.7
  Canada (1.2%)
    Canadian Government, 8.75% due 12/1/05 ...............   CAD           10,620,000      9,179,080         1.2
  Denmark (0.7%)
    Kingdom of Denmark, 7% due 11/15/07 ..................   DKK           31,100,000      5,034,931         0.7
  Germany (3.8%)
    Deutschland Republic:
      6.75% due 4/22/03 ..................................   DEM           23,000,000     14,318,817         1.9
      6.25% due 1/4/24 ...................................   DEM            4,300,000      2,508,188         0.3
    Treuhandanstalt:
      6.625% due 7/9/03 ..................................   DEM           12,060,000      7,473,074         1.0
      6.375% due 7/1/99 ..................................   DEM            7,000,000      4,192,288         0.6
  Italy (1.8%)
    Italian Buoni Poliennali del Tesoro (BTPS):
      6% due 2/15/00 .....................................   ITL       18,365,000,000     10,984,835         1.5
      10.5% due 9/01/05 ..................................   ITL        2,725,000,000      2,039,827         0.3
  New Zealand (0.4%)
    New Zealand Government, 8% due 4/15/04 ...............   NZD            4,440,000      2,955,320         0.4
  Sweden (0.6%)
    Swedish Government, 8% due 8/15/07 ...................   SEK           30,000,000      4,469,072         0.6
  United Kingdom (4.0%)
    United Kingdom Treasury:
      8% due 6/10/03 .....................................   GBP           14,000,000     24,942,355         3.3
      7.5% due 12/7/06 ...................................   GBP            3,116,000      5,556,353         0.7
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F5
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Government & Government Agency Obligations (Continued)
  United States (7.4%)
    United States Treasury Bonds:
      6% due 2/15/26 .....................................   USD           24,060,000   $ 23,404,459         3.1
      6.25% due 8/15/23 ..................................   USD            9,075,000      9,101,587         1.2
    United States Treasury Notes:
      7.5% due 2/15/05 ...................................   USD           15,460,000     16,928,096         2.2
      6.5% due 8/15/05 ...................................   USD            2,580,000      2,676,397         0.3
    Federal National Mortgage Association, 6.375% due
     8/15/07 .............................................   AUD            5,940,000      4,241,014         0.6
                                                                                        ------------
Total Government & Government Agency Obligations (cost
 $151,129,623) ...........................................                               154,940,687
                                                                                        ------------
Corporate Bonds (5.5%)
  Germany (2.5%)
    Siemens Capital Corp., 8% due 6/24/02+/+ .............   USD            4,710,000      7,985,805         1.1
    Commerzbank AG, Convertible Bond, 9.45% due
     12/31/00+ ...........................................   DEM            4,173,000      6,630,339         0.9
    Deutsche Bank AG, 9.00% due 12/31/02+/+ ..............   DEM            5,625,000      3,892,976         0.5
  United Kingdom (3.0%)
    Daily Mail & General Trust, Convertible Bond, 5.75%
     due 9/26/03 .........................................   GBP            3,405,000      7,795,748         1.0
    Land Securities PLC, Convertible Bond, 9.375% due
     7/31/04 .............................................   GBP            3,485,000      7,679,334         1.0
    MBNA Chester Asset Receivable #3, 6.6% due
     11/17/03+ ...........................................   GBP            4,500,000      7,568,182         1.0
                                                                                        ------------
Total Corporate Bonds (cost $33,669,644) .................                                41,552,384
                                                                                        ------------       -----
 
TOTAL FIXED INCOME INVESTMENTS (cost $184,799,267) .......                               196,493,071        26.1
                                                                                        ------------       -----
 
<CAPTION>
 
                                                                           NO. OF          VALUE         % OF NET
WARRANTS                                                    COUNTRY       WARRANTS        (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
  Societe Generale Banque put warrants due 11/15/99
   Tractebel (cost $0) ...................................   BEL               11,587         84,839          --
                                                                                        ------------       -----
    BANKS-MONEY CENTER
<CAPTION>
 
                                                                           NO. OF          VALUE         % OF NET
RIGHTS                                                      COUNTRY        RIGHTS         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
  Infrastructure Trust of Australia Group Rights, expire
   12/1/97 (cost $0) .....................................   AUSL             943,333          6,632          --
                                                                                        ------------       -----
    OTHER FINANCIAL
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F6
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
REPURCHASE AGREEMENT                                                                      (NOTE 1)        ASSETS
- ----------------------------------------------------------                              ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
  Dated October 31, 1997, with State Street Bank & Trust
   Co., due November 3, 1997, for an effective yield of
   5.57%, collateralized by $1,935,000 U.S. Treasury
   Bonds, 8.875% due 8/15/17 (market value of collateral
   is $2,538,597, including accrued interest). (cost
   $2,485,384) ...........................................                              $  2,485,383         0.3
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $525,728,822)  * .................                               745,233,780        99.0
Other Assets and Liabilities .............................                                 7,244,043         1.0
                                                                                        ------------       -----
 
NET ASSETS ...............................................                              $752,477,823       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
       {\/}  U.S. currency denominated.
          +  The coupon rate shown on floating rate note represents the rate at
             period end.
        +/+  Issued with detachable warrants or value recovery rights. The
             current market value of each warrant or right is zero.
          *  For Federal income tax purposes, cost is $527,143,379 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $ 232,777,964
                 Unrealized depreciation:           (14,687,563)
                                                  -------------
                 Net unrealized appreciation:     $ 218,090,401
                                                  -------------
                                                  -------------
</TABLE>
 
    Abbreviation:
    ADR--American Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F7
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
The Fund's Portfolio of Investments at October 31, 1997, was concentrated in the
following countries:
 
<TABLE>
<CAPTION>
                                               PERCENTAGE OF NET ASSETS {D}
                                        -------------------------------------------
                                                 FIXED INCOME,
                                                   RIGHTS &      SHORT-TERM
COUNTRY (COUNTRY CODE/CURRENCY CODE)    EQUITY     WARRANTS       & OTHER     TOTAL
- --------------------------------------  ------   -------------   ----------   -----
<S>                                     <C>      <C>             <C>          <C>
Australia (AUSL/AUD) .................    5.2         0.7                       5.9
Belgium (BEL/BEF) ....................    4.7                                   4.7
Canada (CAN/CAD) .....................                1.2                       1.2
Denmark (DEN/DKK) ....................                0.7                       0.7
France (FR/FRF) ......................    1.9                                   1.9
Germany (GER/DEM) ....................    6.7         6.3                      13.0
Italy (ITLY/ITL) .....................                1.8                       1.8
Netherlands (NETH/NLG) ...............   10.8                                  10.8
New Zealand (NZ/NZD) .................    1.9         0.4                       2.3
Sweden (SWDN/SEK) ....................                0.6                       0.6
Switzerland (SWTZ/CHF) ...............    9.0                                   9.0
United Kingdom (UK/GBP) ..............   13.5         7.0                      20.5
United States & Other (US/USD) .......   18.9         7.4            1.3       27.6
                                        ------      -----            ---      -----
Total  ...............................   72.6        26.1            1.3      100.0
                                        ------      -----            ---      -----
                                        ------      -----            ---      -----
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $752,477,823.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                 FORWARD FOREIGN CURRENCY CONTRACTS OUTSTANDING
                                OCTOBER 31, 1997
 
<TABLE>
<CAPTION>
                                          MARKET VALUE                        UNREALIZED
                                             (U.S.       CONTRACT  DELIVERY  APPRECIATION
CONTRACTS TO SELL:                          DOLLARS)      PRICE      DATE    (DEPRECIATION)
- ----------------------------------------  ------------   --------  --------  -------------
<S>                                       <C>            <C>       <C>       <C>
Deutsche Marks..........................    26,803,508    1.80000  11/21/97   $(1,136,841)
French Francs...........................     2,481,413    6.14000  11/21/97      (152,423)
French Francs...........................     1,238,580    5.72800  02/06/98           945
Netherland Guilders.....................    10,870,680    2.08800  11/14/97      (765,316)
Swiss Francs............................    12,639,800    1.44000  12/19/97      (417,578)
                                          ------------                       -------------
  Total Contracts to Sell (Receivable
   amount $51,562,768)..................    54,033,981                         (2,471,213)
                                          ------------                       -------------
THE VALUE OF CONTRACTS TO SELL AS
 PERCENTAGE OF NET ASSETS IS 7.18%.
  Total Open Forward Foreign Currency
   Contracts............................                                      $(2,471,213)
                                                                             -------------
                                                                             -------------
</TABLE>
 
- ----------------
See Note 1 to the financial statements.
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F8
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                              STATEMENT OF ASSETS
                                 AND LIABILITIES
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                                   <C>        <C>
Assets:
  Investments in securities, at value (cost $525,728,822) (Note 1).............................  $745,233,780
  U.S. currency.....................................................................  $     710
  Foreign currencies (cost $66,141).................................................     65,897       66,607
                                                                                      ---------
  Receivable for Fund shares sold..............................................................    6,808,910
  Interest and interest withholding tax reclaims receivable....................................    4,291,268
  Dividends and dividend withholding tax reclaims receivable...................................    1,596,979
                                                                                                 -----------
    Total assets...............................................................................  757,997,544
                                                                                                 -----------
Liabilities:
  Payable for open forward foreign currency contracts (Note 1).................................    2,471,213
  Payable for Fund shares repurchased (Note 2).................................................    1,507,330
  Payable for investment management and administration fees (Note 2)...........................      631,265
  Payable for service and distribution expenses (Note 2).......................................      484,947
  Payable for printing and postage expenses....................................................      124,328
  Payable for forward foreign currency contracts -- closed (Note 1)............................       97,836
  Payable for transfer agent fees (Note 2).....................................................       94,599
  Payable for custodian fees (Note 1)..........................................................       37,200
  Payable for professional fees................................................................       33,142
  Payable for fund accounting fees (Note 2)....................................................       16,751
  Payable for registration and filing fees.....................................................        9,540
  Payable for Directors' fees and expenses (Note 2)............................................        7,754
  Other accrued expenses.......................................................................        3,816
                                                                                                 -----------
    Total liabilities..........................................................................    5,519,721
                                                                                                 -----------
Net assets.....................................................................................  $752,477,823
                                                                                                 -----------
                                                                                                 -----------
Class A:
Net asset value and redemption price per share ($292,527,640 DIVIDED BY 35,620,970 shares
 outstanding)..................................................................................  $      8.21
                                                                                                 -----------
                                                                                                 -----------
Maximum offering price per share (100/95.25 of $8.21) *........................................  $      8.62
                                                                                                 -----------
                                                                                                 -----------
Class B:+
Net asset value and offering price per share ($456,893,047 DIVIDED BY 55,651,933 shares
 outstanding)..................................................................................  $      8.21
                                                                                                 -----------
                                                                                                 -----------
Advisor Class:
Net asset value, offering price per share, and redemption price per share ($3,057,136 DIVIDED
 BY 372,705 shares outstanding)................................................................  $      8.20
                                                                                                 -----------
                                                                                                 -----------
Net assets consist of:
  Paid in capital (Note 4).....................................................................  $521,143,879
  Accumulated net realized gain on investments and foreign currency transactions...............   14,233,867
  Net unrealized depreciation on translation of assets and liabilities in foreign currencies...   (2,404,881)
  Net unrealized appreciation of investments...................................................  219,504,958
                                                                                                 -----------
Total -- representing net assets applicable to capital shares outstanding......................  $752,477,823
                                                                                                 -----------
                                                                                                 -----------
<FN>
- --------------
   * On sales of $50,000 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.
 
                                       F9
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                            STATEMENT OF OPERATIONS
 
                          Year ended October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                               <C>         <C>
Investment income: (Note 1)
  Dividend income (net of foreign withholding tax of $1,854,546)............................  $16,116,249
  Interest income (net of foreign withholding tax of $3,879)................................   14,091,494
  Other income..............................................................................       43,134
                                                                                              -----------
    Total investment income.................................................................   30,250,877
                                                                                              -----------
Expenses:
  Investment management and administration fees (Note 2)....................................    6,900,695
  Service and distribution expenses: (Note 2)
    Class A.....................................................................  $  994,519
    Class B.....................................................................   4,233,024    5,227,543
                                                                                  ----------
  Transfer agent fees (Note 2)..............................................................    1,258,598
  Custodian fees (Note 1)...................................................................      472,449
  Printing and postage expenses.............................................................      230,825
  Fund accounting fees (Note 2).............................................................      183,323
  Registration and filing fees..............................................................       70,955
  Audit fees................................................................................       54,630
  Legal fees................................................................................       25,414
  Directors' fees and expenses (Note 2).....................................................       14,779
  Other expenses (Note 1)...................................................................       30,664
                                                                                              -----------
    Total expenses before reductions........................................................   14,469,875
                                                                                              -----------
      Expense reductions (Notes 1 & 5)......................................................   (1,009,844)
                                                                                              -----------
    Total net expenses......................................................................   13,460,031
                                                                                              -----------
Net investment income.......................................................................   16,790,846
                                                                                              -----------
Net realized and unrealized gain on investments and foreign currencies: (Note 1)
  Net realized gain on investments..............................................  11,255,273
  Net realized gain on foreign currency transactions............................  12,750,255
                                                                                  ----------
    Net realized gain during the year.......................................................   24,005,528
  Net change in unrealized depreciation on translation of assets and liabilities
   in foreign currencies........................................................  (4,059,448)
  Net change in unrealized appreciation of investments..........................  84,674,909
                                                                                  ----------
    Net unrealized appreciation during the year.............................................   80,615,461
                                                                                              -----------
Net realized and unrealized gain on investments and foreign currencies......................  104,620,989
                                                                                              -----------
Net increase in net assets resulting from operations........................................  $121,411,835
                                                                                              -----------
                                                                                              -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F10
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                       STATEMENT OF CHANGES IN NET ASSETS
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                YEAR ENDED    YEAR ENDED
                                                                               OCTOBER 31,   OCTOBER 31,
                                                                                   1997          1996
                                                                               ------------  ------------
<S>                                                                            <C>           <C>
Increase in net assets
Operations:
  Net investment income......................................................  $ 16,790,846  $ 18,175,444
  Net realized gain on investments and foreign currency transactions.........    24,005,528    15,732,409
  Net change in unrealized appreciation (depreciation) on translation of
   assets and liabilities in foreign currencies..............................    (4,059,448)    1,957,055
  Net change in unrealized appreciation of investments.......................    84,674,909    62,236,320
                                                                               ------------  ------------
    Net increase in net assets resulting from operations.....................   121,411,835    98,101,228
                                                                               ------------  ------------
Class A:
Distributions to shareholders: (Note 1)
  From net investment income.................................................    (7,733,156)   (9,963,848)
  From net realized gain on investments......................................      (757,327)   (1,766,763)
Class B:
Distributions to shareholders: (Note 1)
  From net investment income.................................................    (9,266,887)  (10,894,963)
  From net realized gain on investments......................................      (907,529)   (2,225,842)
Advisor Class:
Distributions to shareholders: (Note 1)
  From net investment income.................................................      (125,777)      (65,132)
  From net realized gain on investments......................................       (12,318)       (5,890)
                                                                               ------------  ------------
    Total distributions......................................................   (18,802,994)  (24,922,438)
                                                                               ------------  ------------
Capital share transactions: (Note 4)
  Increase from capital shares sold and reinvested...........................   426,976,337   237,835,679
  Decrease from capital shares repurchased...................................  (450,361,754) (279,569,655)
                                                                               ------------  ------------
    Net decrease from capital share transactions.............................   (23,385,417)  (41,733,976)
                                                                               ------------  ------------
Total increase in net assets.................................................    79,223,424    31,444,814
Net assets:
  Beginning of year..........................................................   673,254,399   641,809,585
                                                                               ------------  ------------
  End of year................................................................  $752,477,823* $673,254,399*
                                                                               ------------  ------------
                                                                               ------------  ------------
 * Includes undistributed net investment income of...........................  $         --  $    755,291
                                                                               ------------  ------------
                                                                               ------------  ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F11
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each 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 OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (D)      1996        1995        1994      1993 (D)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $    7.11   $    6.35   $    6.21   $    6.29   $    5.28
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income.................       0.21        0.22        0.24        0.22        0.24*
  Net realized and unrealized gain
   (loss) on investments................       1.12        0.82        0.13       (0.03)       1.05
                                          ----------  ----------  ----------  ----------  ----------
    Net increase from investment
     operations.........................       1.33        1.04        0.37        0.19        1.29
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............      (0.21)      (0.24)      (0.22)      (0.21)      (0.24)
  From net realized gain on
   investments..........................      (0.02)      (0.04)      (0.01)      (0.06)         --
  From sources other than net investment
   income...............................         --          --          --          --       (0.04)
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (0.23)      (0.28)      (0.23)      (0.27)      (0.28)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $    8.21   $    7.11   $    6.35   $    6.21   $    6.29
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............      19.01%      16.80%       6.27%       3.14%       25.1%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 292,528   $ 286,203   $ 284,069   $ 317,847   $ 251,428
Ratio of net investment income to
 average net assets.....................       2.74%       3.17%       3.85%       3.30%        3.3%*
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................       1.50%       1.59%       1.70%       1.67%        1.8%*
  Without expense reductions............       1.64%       1.66%       1.74%        N/A         N/A
Portfolio turnover rate++...............         50%         39%         83%        117%         24%
Average commission rate per share paid
 on portfolio transactions++............  $  0.0151   $  0.0139         N/A         N/A         N/A
</TABLE>
 
- ----------------
 
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover rate and average commission rate are calculated on
     the basis of the Fund as a whole without distinguishing between the
     class of shares issued.
  *  Includes reimbursement by [Chancellor LGT] Asset Management, Inc. of
     Fund operating expenses of $0.005 for the year ended October 31, 1993.
     Without such reimbursement, the expense ratio would have been 1.9% and
     the ratio of net investment income to average net assets would have
     been 3.2%.
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the year.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F12
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
<TABLE>
<CAPTION>
                                                                   CLASS B
                                          ----------------------------------------------------------
                                                            YEAR ENDED OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (D)      1996        1995        1994      1993 (D)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $    7.11   $    6.35   $    6.21   $    6.29   $    5.28
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income.................       0.16        0.17        0.20        0.18        0.20
  Net realized and unrealized gain
   (loss) on investments................       1.13        0.82        0.13       (0.03)       1.05
                                          ----------  ----------  ----------  ----------  ----------
    Net increase from investment
     operations.........................       1.29        0.99        0.33        0.15        1.25
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............      (0.17)      (0.20)      (0.18)      (0.17)      (0.20)
  From net realized gain on
   investments..........................      (0.02)      (0.03)      (0.01)      (0.06)         --
  From sources other than net investment
   income...............................         --          --          --          --       (0.04)
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (0.19)      (0.23)      (0.19)      (0.23)      (0.24)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $    8.21   $    7.11   $    6.35   $    6.21   $    6.29
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............      18.28%      16.06%       5.57%       2.48%       24.3%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 456,893   $ 383,966   $ 356,796   $ 359,242   $ 150,768
Ratio of net investment income to
 average net assets.....................       2.09%       2.52%       3.20%       2.65%        2.6%
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................       2.15%       2.24%       2.35%       2.32%        2.5%
  Without expense reductions............       2.29%       2.31%       2.39%        N/A         N/A
Portfolio turnover rate++...............         50%         39%         83%        117%         24%
Average commission rate per share paid
 on portfolio transactions++............  $  0.0151   $  0.0139         N/A         N/A         N/A
 
<CAPTION>
                                                       ADVISOR CLASS+
                                          ----------------------------------------
                                             YEAR                    JUNE 1, 1995
                                             ENDED      YEAR ENDED        TO
                                          OCTOBER 31,   OCTOBER 31,   OCTOBER 31,
                                           1997 (D)        1996          1995
                                          -----------   -----------  -------------
<S>                                       <C>           <C>          <C>
Per Share Operating Performance:
Net asset value, beginning of period....   $  7.10       $    6.35     $    6.24
                                          -----------   -----------  -------------
Income from investment operations:
  Net investment income.................      0.23            0.23          0.11
  Net realized and unrealized gain
   (loss) on investments................      1.13            0.82          0.13
                                          -----------   -----------  -------------
    Net increase from investment
     operations.........................      1.36            1.05          0.24
                                          -----------   -----------  -------------
Distributions to shareholders:
  From net investment income............     (0.24)          (0.26)        (0.13)
  From net realized gain on
   investments..........................     (0.02)          (0.04)           --
  From sources other than net investment
   income...............................        --              --            --
                                          -----------   -----------  -------------
    Total distributions.................     (0.26)          (0.30)        (0.13)
                                          -----------   -----------  -------------
Net asset value, end of period..........   $  8.20       $    7.10     $    6.35
                                          -----------   -----------  -------------
                                          -----------   -----------  -------------
Total investment return (c).............     19.23%          17.19%         3.83%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....   $ 3,057       $   3,085     $     944
Ratio of net investment income to
 average net assets.....................      3.09%           3.52%         4.20%(a)
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................      1.15%           1.24%         1.35%(a)
  Without expense reductions............      1.29%           1.31%         1.39%(a)
Portfolio turnover rate++...............        50%             39%           83%
Average commission rate per share paid
 on portfolio transactions++............   $0.0151       $  0.0139           N/A
</TABLE>
 
- ----------------
 
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover rate and average commission rate are calculated on
     the basis of the Fund as a whole without distinguishing between the
     class of shares issued.
  *  Includes reimbursement by [Chancellor LGT] Asset Management, Inc. of
     Fund operating expenses of $0.005 for the year ended October 31, 1993.
     Without such reimbursement, the expense ratio would have been 1.9% and
     the ratio of net investment income to average net assets would have
     been 3.2%.
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the year.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F13
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                                    NOTES TO
                              FINANCIAL STATEMENTS
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
1. SIGNIFICANT ACCOUNTING POLICIES
GT Global Growth & Income Fund ("Fund") is a separate series of G.T. Investment
Funds, Inc. ("Company"). The Company is organized as a Maryland corporation and
is registered under the Investment Company Act of 1940, as amended ("1940 Act"),
as a non-diversified, open-end management investment company. The Company has
thirteen 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 service and 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 Funds in the preparation of the
financial statements.
 
(A) PORTFOLIO VALUATION
The Fund calculates the net asset value of 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 on 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, [Chancellor LGT] Asset
Management, Inc. ("the Sub-adviser") to be the primary market.
 
Fixed income investments are valued at the mean of representative quoted bid and
ask prices for such investments or, if such prices are not available, at prices
for investments of comparative maturity, quality and type; however, when the
Fund deems it appropriate, prices obtained for the day of valuation from a bond
pricing service will be used. Short-term investments are valued at amortized
cost adjusted for foreign exchange translation and market fluctuations, 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
Company'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 Company'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, and 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 fluctuations
arising from changes in market prices of securities held. Such fluctuations are
included with the net realized and unrealized gain or loss from investments.
 
Reported net realized foreign exchange gains or 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 difference 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 and losses arise from changes in the
value of assets and liabilities other than investments in securities at year
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, United States 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
 
                                      F14
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
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 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. Forward Contracts
involve market risk in excess of the amounts shown in the Fund's "Statement of
Assets and Liabilities." The Fund could be exposed to risk if a counter party is
unable to meet the terms of the 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
marked-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 an over-the-counter option, is valued at the average
of the last bid prices obtained from brokers. 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, high grade debt 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 or bond 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 or bond
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 collection, income is recorded net of all
withholding tax with any rebate recorded when received. The Fund may trade
securities on other than normal settlement terms. This may increase the risk if
the other to the transaction fails to deliver and causes the Fund to
subsequently invest at less advantageous prices.
 
(H) PORTFOLIO SECURITIES LOANED
At October 31, 1997, stocks with an aggregate value of approximately $51,986,675
were on loan to brokers. The loans were secured by cash collateral of
$54,846,747. 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. For
the year ended October 31, 1997, the Fund
 
                                      F15
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
received $976,164 of income from securities lending which was used to offset the
Fund's custody and administrative expenses.
 
(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 Federal taxes on income, capital
gains, or unrealized appreciation of securities held, and excise tax on income
and capital gains.
 
(J) DISTRIBUTIONS TO SHAREHOLDERS
Distributions 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
investment of domestic origin. The Fund's investments in emerging market
countries may involve greater risks than investments in more developed markets
and the price 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) 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.
 
(M) 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.
 
(N) LINE OF CREDIT
The Fund, along with certain other funds ("GT Funds") advised or administered by
the Sub-adviser, has a line of credit with each of BankBoston and State Street
Bank & Trust Company. The arrangements with the banks allow the Fund and the GT
Funds to borrow an aggregate maximum amount of $200,000,000. The Fund is limited
to borrowing up to 33 1/3% of the value of each Fund's total assets. On October
31, 1997, the Fund had no loan outstanding.
 
For the year ended October 31, 1997, the weighted average outstanding daily
balance of bank loans (based on the number of days the loans were outstanding)
for the Fund was $2,560,909, with a weighted average interest rate of 6.41%.
Interest expense for the Fund for the year ended October 31, 1997 was $5,014,
included in "Other Expenses" on the Statement of Operations.
 
2. RELATED PARTIES
[Chancellor LGT] Asset Management, Inc., is the Funds' investment manager and
administrator. The Fund pays investment management and administration fees to
the Sub-adviser at the annualized rate of 0.975% on the first $500 million of
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.
 
GT Global , Inc. ("GT Global"), an affiliate of the Sub-adviser, serves as the
Fund's distributor. The Fund offers Class A, Class B, and Advisor Class shares
for purchase.
 
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. GT Global 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 October 31, 1997, GT Global retained $52,850
of such sales charges. Purchases of Class A shares exceeding $500,000 may be
subject to a contingent deferred sales charge ("CDSC") upon redemption, in
accordance with the Fund's current prospectus. GT Global collected CDSCs in the
amount of $32 for the year ended October 31, 1997. GT Global 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, GT Global 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. For the year ended October 31, 1997 GT Global collected CDSCs in the
amount of $1,199,605. In addition, GT Global makes ongoing shareholder servicing
and trail commission payments to dealers whose clients hold Class B shares.
 
Pursuant to Rule 12b-1 under the 1940 Act, the Company's Board of Trustees has
adopted separate distribution plans with respect to the Fund's Class A shares
("Class A Plan") and Class B shares ("Class B Plan"), pursuant to which the Fund
reimburses GT Global for a portion of its shareholder servicing and distribution
expenses. Under the Class A Plan, the Fund may 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 may 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 GT Global's expenditures incurred in providing services as distributor.
All expenses for which GT Global is reimbursed under the Class A Plan will have
been incurred within one year of such reimbursement.
 
                                      F16
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
Pursuant to the Fund's Class B Plan, the Fund may 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 GT Global's expenditures incurred in servicing and
maintaining shareholder accounts, and may 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 may be carried forward for reimbursement in subsequent years as long as
that Plan continues in effect.
 
The Sub-adviser and GT Global voluntarily have undertaken to limit the Fund's
expenses (exclusive of brokerage commissions, taxes, interest, and extraordinary
expenses) to the maximum annual rate of 1.85%, 2.50%, and 1.50% 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
Sub-adviser of investment management and administration fees, waivers by GT
Global of payments under the Class A Plan and/or Class B Plan and/ or
reimbursements by the Sub-adviser or GT Global of portions of the Fund's other
operating expenses.
 
Effective November 1, 1997, the Sub-adviser and GT Global have undertaken to
limit each Fund's expenses (exclusive of brokerage commissions, taxes, interest,
and extraordinary expenses) to the annual rate of 1.75%, 2.40% and 1.40% of the
average daily net assets of the Fund's Class A, Class B and Advisor Class
shares, respectively. This undertaking may be changed or eliminated in the
future.
 
GT Global Investor Services, Inc. ("GT Services"), an affiliate of the
Sub-adviser and GT Global, is the transfer agent of the Fund. For performing
shareholder servicing, reporting, and general transfer agent services, GT
Services receives 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 is
reimbursed by the Fund for its out-of-pocket expenses for such items as postage,
forms, telephone charges, stationery and office supplies.
 
The Sub-adviser is the pricing and accounting agent for the Fund. The monthly
fee for these services to the Sub-adviser is a percentage, not to exceed 0.03%
annually, of the Fund's average daily net assets. The annual fee rate is derived
by applying 0.03% to the first $5 billion of assets of all registered mutual
funds advised by the Sub-adviser and 0.02% to the assets in excess of $5 billion
and allocating the result according to the Fund's average daily net assets.
 
The Company pays each of its Directors who is not an employee, officer or
director of the Sub-adviser, GT Global or GT Services $5,000 per year plus $300
for each meeting of the board or any committee thereof attended by the Director.
 
3. PURCHASES AND SALES OF SECURITIES
For the year ended October 31, 1997, purchases and sales of investment
securities by the Fund, other than short-term investments and U.S. government
obligations, aggregated $322,737,917 and $326,736,141, respectively. Purchases
and sales of U.S. government obligations were $32,891,598 and $17,886,577,
respectively, for the year ended October 31, 1997.
 
4. CAPITAL SHARES
At October 31, 1997, there were 6,000,000,000 shares of the Company's common
stock authorized, at $0.0001 par value. Of this amount, 200,000,000 were
classified as shares of the Fund; 400,000,000 were classified as shares of GT
Global Government Income Fund; 200,000,000 were classified as shares of GT
Global Developing Markets Fund; 200,000,000 were classified as shares of GT
Global Health Care Fund; 200,000,000 were classified as shares of GT Global
Strategic Income Fund; 200,000,000 were classified as shares of GT Global
Currency Fund (inactive); 200,000,000 were classified as shares of GT Latin
America Growth Fund; 200,000,000 were classified as shares of GT Global Small
Companies Fund (inactive); 400,000,000 were classified as shares of GT Global
Telecommunications Fund; 200,000,000 were classified as shares of GT Global
Emerging Markets Fund; 200,000,000 were classified as shares of GT Global
Financial Services Fund; 200,000,000 were classified as shares of GT Global
Natural Resources Fund; 200,000,000 were classified as shares of GT Global
Infrastructure Fund; 200,000,000 were classified as shares of GT Global High
Income Fund; and 200,000,000 were classified as shares of GT Global Consumer
Products and Services Fund. The shares of each of the foregoing series of the
Company were divided equally into two classes, designated Class A and Class B
common stock. With respect to the issuance of Advisor Class shares, 100,000,000
shares were classified as shares of each of the fifteen series of the Company
and designated as Advisor Class common stock. 1,100,000,000 shares remain
unclassified. Transactions in capital shares of the Fund were as follows:
 
                                      F17
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                           CAPITAL SHARE TRANSACTIONS
 
<TABLE>
<CAPTION>
 
                                                                        YEAR ENDED                 YEAR ENDED
                                                                     OCTOBER 31, 1997           OCTOBER 31, 1996
                                                                 -------------------------  -------------------------
CLASS A                                                            SHARES        AMOUNT       SHARES        AMOUNT
- ---------------------------------------------------------------  -----------  ------------  -----------  ------------
<S>                                                              <C>          <C>           <C>          <C>
Shares sold....................................................   37,585,791  $289,617,397   21,196,018  $143,350,526
Shares issued in connection with reinvestment of
  distributions................................................      935,467     7,161,559    1,500,319     9,894,388
                                                                 -----------  ------------  -----------  ------------
                                                                  38,521,258   296,778,956   22,696,337   153,244,914
Shares repurchased.............................................  (43,156,190) (332,338,391) (27,157,086) (182,477,096)
                                                                 -----------  ------------  -----------  ------------
Net decrease...................................................   (4,634,932) $(35,559,435)  (4,460,749) $(29,232,182)
                                                                 -----------  ------------  -----------  ------------
                                                                 -----------  ------------  -----------  ------------
 
                                                                        YEAR ENDED                 YEAR ENDED
                                                                     OCTOBER 31, 1997           OCTOBER 31, 1996
                                                                 -------------------------  -------------------------
CLASS B                                                            SHARES        AMOUNT       SHARES        AMOUNT
- ---------------------------------------------------------------  -----------  ------------  -----------  ------------
Shares sold....................................................   12,634,686  $ 97,336,518    9,561,545  $ 63,970,280
Shares issued in connection with reinvestment of
  distributions................................................    1,087,287     8,343,350    1,656,409    10,934,244
                                                                 -----------  ------------  -----------  ------------
                                                                  13,721,973   105,679,868   11,217,954    74,904,524
Shares repurchased.............................................  (12,063,889)  (93,059,122) (13,373,837)  (89,395,191)
                                                                 -----------  ------------  -----------  ------------
Net increase (decrease)........................................    1,658,084  $ 12,620,746   (2,155,883) $(14,490,667)
                                                                 -----------  ------------  -----------  ------------
                                                                 -----------  ------------  -----------  ------------
 
                                                                        YEAR ENDED                 YEAR ENDED
                                                                     OCTOBER 31, 1997           OCTOBER 31, 1996
                                                                 -------------------------  -------------------------
ADVISOR CLASS                                                      SHARES        AMOUNT       SHARES        AMOUNT
- ---------------------------------------------------------------  -----------  ------------  -----------  ------------
Shares sold....................................................    3,177,501  $ 24,442,634    1,416,928  $  9,616,882
Shares issued in connection with reinvestment of
  distributions................................................        9,792        74,879       10,469        69,359
                                                                 -----------  ------------  -----------  ------------
                                                                   3,187,293    24,517,513    1,427,397     9,686,241
Shares repurchased.............................................   (3,248,879)  (24,964,241)  (1,141,817)   (7,697,368)
                                                                 -----------  ------------  -----------  ------------
Net increase (decrease)........................................      (61,586) $   (446,728)     285,580  $  1,988,873
                                                                 -----------  ------------  -----------  ------------
                                                                 -----------  ------------  -----------  ------------
</TABLE>
 
5. EXPENSE REDUCTIONS
The Sub-adviser directed certain portfolio trades to brokers who paid a portion
of the Fund's expenses. For the period ended October 31, 1997, the Fund's
expenses were reduced by $33,680 under these arrangements.
 
- --------------
FEDERAL TAX INFORMATION (UNAUDITED):
Pursuant to Section 852 of the Internal Revenue Code, the Fund designates
$1,489,466 as a capital gain dividend for the fiscal year ended October 31,
1997.
 
Pursuant to Section 854 of the Internal Revenue Code, the Fund designates 76% of
the ordinary income dividends paid (including short-term capital gain
distributions, if any) as income qualifying for the corporate dividends received
deduction for the fiscal year ended October 31, 1997.
 
                                      F18
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW,  INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF  INVESTING IN RELATED INDUSTRIES, PLEASE  CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers  access  to the  emerging  and established  markets  of the  Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
 
worldwide for stability and preservation of capital
    
 
   
                                     [LOGO]
 
  NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO  GIVE
  ANY  INFORMATION  OR  TO  MAKE  ANY  REPRESENTATION  NOT  CONTAINED  IN THIS
  STATEMENT OF ADDITIONAL INFORMATION AND, IF GIVEN OR MADE, SUCH  INFORMATION
  OR  REPRESENTATION MUST NOT BE RELIED UPON  AS HAVING BEEN AUTHORIZED BY AIM
  INVESTMENT FUNDS, INC.,  AIM GLOBAL GROWTH  & INCOME FUND,  A I M  ADVISORS,
  INC.,  INVESCO (NY),  INC. OR  A I  M DISTRIBUTORS,  INC. THIS  STATEMENT OF
  ADDITIONAL INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR  SOLICITATION
  OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION
  TO  ANY  PERSON  TO  WHOM  IT  IS  UNLAWFUL  TO  MAKE  SUCH  OFFER  IN  SUCH
  JURISDICTION.
    
 
                                                                   GROSA703   MC
<PAGE>
   
                         AIM LATIN AMERICAN GROWTH FUND
    
 
   
                        50 California Street, 27th Floor
                            San Francisco, CA 94111
                                 (415) 392-6181
                           Toll Free: (800) 824-1580
    
 
                      Statement of Additional Information
                                  June 1, 1998
 
- --------------------------------------------------------------------------------
 
   
This  Statement of  Additional Information  relates to the  Class A  and Class B
shares of AIM Latin American Growth Fund ("Fund"). The Fund is a non-diversified
series of  AIM Investment  Funds, Inc.  (the "Company"),  a registered  open-end
management  investment company. This Statement  of Additional Information, which
is not a  prospectus, supplements  and should be  read in  conjunction with  the
Fund's  current Class A and Class B Prospectus dated June 1, 1998. A copy of the
Fund's Prospectus is  available without charge  by either writing  to the  above
address or by calling the Fund at the toll-free telephone number printed above.
    
 
   
A  I  M  Advisors,  Inc.  ("AIM")  serves  as  the  investment  manager  of  and
administrator for,  and INVESCO  (NY), Inc.  (the "Sub-adviser")  serves as  the
investment  sub-adviser and sub-administrator  for the Fund.  The distributor of
the Fund's shares is A I  M Distributors, Inc. ("AIM Distributors"). The  Fund's
transfer  agent  is GT  Global  Investor Services,  Inc.  ("GT Services"  or the
"Transfer Agent").
    
 
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                                                           Page No.
                                                                                                                           --------
<S>                                                                                                                        <C>
Investment Objective and Policies........................................................................................      2
Options, Futures and Currency Strategies.................................................................................      5
Risk Factors.............................................................................................................     14
Investment Limitations...................................................................................................     18
Execution of Portfolio Transactions......................................................................................     20
Directors and Executive Officers.........................................................................................     22
Management...............................................................................................................     25
Valuation of Fund Shares.................................................................................................     27
Information Relating to Sales and Redemptions............................................................................     29
Taxes....................................................................................................................     33
Additional Information...................................................................................................     35
Investment Results.......................................................................................................     36
Description of Debt Ratings..............................................................................................     41
Financial Statements.....................................................................................................     43
</TABLE>
    
 
   
[LOGO]
    
 
                   Statement of Additional Information Page 1
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
                              INVESTMENT OBJECTIVE
                                  AND POLICIES
 
- --------------------------------------------------------------------------------
 
INVESTMENT OBJECTIVE
The  investment objective  of the  Fund is  capital appreciation.  The Fund will
normally invest at least 65% of its total assets in securities of a broad  range
of  Latin American issuers. Under current market conditions, the Fund expects to
invest  primarily  in  equity  and  debt  securities  issued  by  companies  and
governments in Mexico, Chile, Brazil and Argentina. Though the Fund can normally
invest  up to 35% of its total assets  in U.S. securities, the Fund reserves the
right to  be  primarily invested  in  U.S. securities  for  temporary  defensive
purposes or pending investment of the proceeds of the offering made hereby.
 
SELECTION OF EQUITY INVESTMENTS
In  determining  the  appropriate  distribution  of  investments  among  various
countries for  the  Fund, the  Sub-adviser  ordinarily considers  the  following
factors:  prospects for relative economic growth between the different countries
in which the Fund may invest; expected levels of inflation; government  policies
influencing business conditions; the outlook for interest rates; the outlook for
currency relationships; and the range of the individual investment opportunities
available to international investors.
 
In  analyzing companies for  investment by the  Fund, the Sub-adviser ordinarily
looks for  one  or  more  of the  following  characteristics:  an  above-average
earnings  growth per  share; high  return on  invested capital;  healthy balance
sheet; sound financial and accounting  policies and overall financial  strength;
strong  competitive advantages;  effective research and  product development and
marketing; efficient service; pricing  flexibility; strength of management;  and
general  operating characteristics  which will  enable the  companies to compete
successfully  in   their   respective  marketplaces.   In   certain   countries,
governmental  restrictions and  other limitations  on investment  may affect the
maximum percentage  of equity  ownership in  any  one company  by the  Fund.  In
addition,  in some instances only special classes of securities may be purchased
by foreigners and the market prices, liquidity and rights with respect to  those
securities may vary from shares owned by nationals.
 
There  may be times when, in the  opinion of the Sub-adviser, prevailing market,
economic or political conditions warrant  reducing the proportion of the  Fund's
assets  invested in equity securities and increasing the proportion held in cash
or short-term obligations  denominated in  U.S. dollars or  other currencies.  A
portion of the Fund's assets normally will be held in U.S. dollars or short-term
interest-bearing  dollar-denominated securities to  provide for ongoing expenses
and redemptions.
 
The Fund may be prohibited under the Investment Company Act of 1940, as  amended
(the  "1940 Act") from purchasing the securities of any foreign company that, in
its most recent fiscal year,  derived more than 15%  of its gross revenues  from
securities-related  activities ("securities-related companies").  In a number of
Latin American  countries, commercial  banks act  as securities  broker/dealers,
investment  advisers and underwriters or  otherwise engage in securities-related
activities, which may  limit the  Fund's ability  to hold  securities issued  by
banks.  The  Fund has  obtained an  exemption from  the Securities  and Exchange
Commission ("SEC") to permit it to invest in certain of these securities subject
to certain restrictions.
 
DEBT CONVERSIONS
Several Latin American countries have adopted debt conversion programs, pursuant
to which investors may use external  debt of a country, directly or  indirectly,
to  make investments in local companies. The  terms of the various programs vary
from country to country, although each program includes significant restrictions
on the  application  of the  proceeds  received in  the  conversion and  on  the
remittance  of profits on the  investment and of the  invested capital. The Fund
intends to acquire  Sovereign Debt, as  defined in the  Prospectus, to hold  and
trade in appropriate circumstances as described in the Prospectus, as well as to
participate  in Latin  American debt  conversion programs.  The Sub-adviser will
evaluate opportunities to enter into debt conversion transactions as they  arise
but  does not currently  intend to invest more  than 5% of  the Fund's assets in
such programs.
 
                   Statement of Additional Information Page 2
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
INVESTMENTS IN OTHER INVESTMENT COMPANIES
   
With respect to certain countries investments by the Fund presently may be  made
only  by acquiring  shares of  other investment  companies (including investment
vehicles or companies advised by the Sub-adviser or its affiliates  ("Affiliated
Funds")) with local governmental approval to invest in those countries. The Fund
may  invest  in the  securities of  closed-end  investment companies  within the
limits of the 1940 Act. These  limitations currently provide, in part, that  the
Fund  may purchase shares of  a closed-end investment company  unless (a) such a
purchase would cause the Fund to own in the aggregate more than 3 percent of the
total outstanding voting stock of the investment company or (b) such a  purchase
would cause the Fund to have more than 5 percent of its total assets invested in
the  investment company or more than 10  percent of its total assets invested in
the aggregate in all  such investment companies.  Investment in such  investment
companies  may involve  the payment of  substantial premiums above  the value of
such companies' portfolio securities. The Fund does not intend to invest in such
funds unless, in the judgment of the Sub-adviser, the potential benefits of such
investments justify the payment of any  applicable premiums. The return on  such
securities  will be  reduced by operating  expenses of  such companies including
payments to the investment managers of those investment companies. With  respect
to  investments in  Affiliated Funds, AIM  and the Sub-adviser  will waive their
advisory fees to  the extent  that such  fees are based  on assets  of the  Fund
invested  in  Affiliated  Funds. At  such  time  as direct  investment  in these
countries is allowed, the Fund anticipates investing directly in these markets.
    
 
DEPOSITORY RECEIPTS
The Fund  may  hold  securities of  foreign  issuers  in the  form  of  American
Depository  Receipts  ("ADRs"),  American  Depository  Shares  ("ADSs"),  Global
Depository Receipts ("GDRs") and European Depository Receipts ("EDRs") or  other
securities  convertible  into  securities  of  eligible  foreign  issuers. These
securities may  not necessarily  be  denominated in  the  same currency  as  the
securities  for which they may be exchanged.  ADRs and ADSs are typically issued
by an American  bank or  trust company  which evidence  ownership of  underlying
securities  issued by a foreign corporation.  EDRs, which are sometimes referred
to as Continental Depository  Receipts ("CDRs"), are  receipts issued in  Europe
typically by foreign banks and trust companies that evidence ownership of either
foreign  or domestic securities. GDRs  are similar to EDRs  and are designed for
use in  several international  financial markets.  Generally, ADRs  and ADSs  in
registered  form are  designed for use  in United States  securities markets and
EDRs in bearer  form are designed  for use in  European securities markets.  For
purposes  of the  Fund's investment  policies, the  Fund's investments  in ADRs,
ADSs, GDRs and EDRs will  be deemed to be  investments in the equity  securities
representing securities of foreign issuers into which they may be converted.
 
ADR  facilities may be established as either "unsponsored" or "sponsored." While
ADRs issued under these  two types of facilities  are in some respects  similar,
there  are distinctions between  them relating to the  rights and obligations of
ADR holders and the practices of market participants. A depository may establish
an unsponsored  facility  without  participation by  (or  even  necessarily  the
acquiescence  of) the issuer of the deposited securities, although typically the
depository requests a  letter of  non-objection from  such issuer  prior to  the
establishment  of the facility.  Holders of unsponsored  ADRs generally bear all
the costs  of such  facilities. The  depository usually  charges fees  upon  the
deposit  and withdrawal of the deposited securities, the conversion of dividends
into  U.S.  dollars,  the  disposition   of  non-cash  distributions,  and   the
performance  of  other  services.  The  depository  of  an  unsponsored facility
frequently is  under  no  obligation to  distribute  shareholder  communications
received  from the issuer of the  deposited securities or to pass-through voting
rights to ADR  holders in  respect of  the deposited  securities. Sponsored  ADR
facilities  are created in generally the  same manner as unsponsored facilities,
except that  the  issuer of  the  deposited  securities enters  into  a  deposit
agreement  with the  depository. The deposit  agreement sets out  the rights and
responsibilities of  the  issuer,  the  depository and  the  ADR  holders.  With
sponsored facilities, the issuer of the deposited securities generally will bear
some of the costs relating to the facility (such as dividend payment fees of the
depository),  although ADR holders continue to bear certain other costs (such as
deposit and withdrawal fees).  Under the terms  of most sponsored  arrangements,
depositories  agree  to distribute  notices of  shareholder meetings  and voting
instructions, and to provide shareholder communications and other information to
the ADR holders at the  request of the issuer  of the deposited securities.  The
Fund may invest in both sponsored and unsponsored ADRs.
 
WARRANTS OR RIGHTS
Warrants  or  rights  may be  acquired  by  the Fund  in  connection  with other
securities or separately and provide  the Fund with the  right to purchase at  a
later date other securities of the issuer.
 
LENDING OF PORTFOLIO SECURITIES
For  the purpose of realizing additional income, the Fund may make secured loans
of portfolio securities  amounting to  not more than  25% of  its total  assets.
Securities  loans are made to broker/dealers or institutional investors pursuant
to agreements requiring that the loans be continuously secured by collateral  at
least  equal at all times  to the value of the  securities lent plus any accrued
interest, "marked  to market"  on a  daily basis.  The Fund  may pay  reasonable
administrative
 
                   Statement of Additional Information Page 3
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
and  custodial  fees  in connection  with  loans  of its  securities.  While the
securities loan is outstanding, the Fund will continue to receive the equivalent
of the interest or dividends  paid by the issuer on  the securities, as well  as
interest  on the investment  of the collateral  or a fee  from the borrower. The
Fund will have a right  to call each loan and  obtain the securities within  the
stated  settlement  period. The  Fund will  not  have the  right to  vote equity
securities while they are lent, but it may call in a loan in anticipation of any
important vote. Loans will only be made to firms deemed by the Sub-adviser to be
of good  standing  and  will  not  be  made  unless,  in  the  judgment  of  the
Sub-adviser,  the consideration to  be earned from such  loans would justify the
risk.
 
COMMERCIAL BANK OBLIGATIONS
For the  purposes  of  the  Fund's investment  policies  with  respect  to  bank
obligations,  obligations of foreign branches of U.S. banks and of foreign banks
are obligations of the issuing bank and may be general obligations of the parent
bank. Such  obligations may,  however, be  limited by  the terms  of a  specific
obligation  and  by  government  regulation.  As  with  investment  in  non-U.S.
securities in general,  investments in  the obligations of  foreign branches  of
U.S.  banks and of foreign  banks may subject the  Fund to investment risks that
are different  in some  respects from  those of  investments in  obligations  of
domestic  issuers. Although the  Fund will typically  acquire obligations issued
and supported by the credit of U.S. or foreign banks having total assets at  the
time  of purchase  in excess  of $1  billion, this  $1 billion  figure is  not a
fundamental investment policy or  restriction of the Fund.  For the purposes  of
calculation  with respect to the $1 billion figure, the assets of a bank will be
deemed to include the assets of its U.S. and non-U.S. branches.
 
REPURCHASE AGREEMENTS
   
A repurchase agreement is a transaction  in which the Fund purchases a  security
from a bank or recognized securities dealer and simultaneously commits to resell
that  security to the bank  or dealer at an  agreed-upon price, date, and market
rate of  interest unrelated  to the  coupon rate  or maturity  of the  purchased
security. Although repurchase agreements carry certain risks not associated with
direct investments in securities, including possible decline in the market value
of the underlying securities and delays and costs to the Fund if the other party
to  the repurchase  agreement becomes bankrupt,  the Fund intends  to enter into
repurchase agreements only with banks and dealers believed by the Sub-adviser to
present minimal credit risks  in accordance with  guidelines established by  the
Company's  Board  of  Directors. The  Sub-adviser  will review  and  monitor the
creditworthiness of such institutions under the Board's general supervision.
    
 
The Fund will invest only in  repurchase agreements collateralized at all  times
in  an amount at least  equal to the repurchase  price plus accrued interest. To
the extent that the proceeds from any sale of such collateral upon a default  in
the obligation to repurchase were less than the repurchase price, the Fund would
suffer  a loss. If  the financial institution  which is party  to the repurchase
agreement petitions for bankruptcy or otherwise becomes subject to bankruptcy or
other liquidation proceedings, there may  be restrictions on the Fund's  ability
to  sell the collateral and the Fund  could suffer a loss. However, with respect
to financial  institutions  whose  bankruptcy  or  liquidation  proceedings  are
subject  to the U.S. Bankruptcy Code, the Fund intends to comply with provisions
under the U.S.  Bankruptcy Code that  would allow it  immediately to resell  the
collateral.  There is no limitation on the  amount of the Fund's assets that may
be subject to repurchase agreements at any  given time. The Fund will not  enter
into  a repurchase agreement  with a maturity of  more than seven  days if, as a
result, more than 10% of the value of  its net assets would be invested in  such
repurchase agreements and other illiquid investments.
 
BORROWING AND REVERSE REPURCHASE AGREEMENTS
The  Fund's borrowings will not exceed 33 1/3% of the Fund's total assets, I.E.,
the Fund's total assets at all times will  equal at least 300% of the amount  of
outstanding  borrowings.  If  market fluctuations  in  the value  of  the Fund's
portfolio holdings or other factors cause  the ratio of the Fund's total  assets
to  outstanding borrowings to fall below 300%,  the Fund may be required to sell
portfolio securities  to  restore  300%  asset coverage,  even  though  from  an
investment  standpoint such  sales might be  disadvantageous. The  Fund also may
borrow up to 5% of  its total assets for  temporary or emergency purposes  other
than  to  meet  redemptions.  Any  borrowing  by  the  Fund  may  cause  greater
fluctuation in the value of  its shares than would be  the case if the Fund  did
not  borrow. The Fund's nonfundamental  investment limitations prohibit the Fund
from purchasing securities  during times when  outstanding borrowings  represent
more than 5% of its total assets.
 
The  Fund may  enter into  reverse repurchase  agreements. A  reverse repurchase
agreement is a borrowing transaction in which the Fund transfers possession of a
security to another party, such as a  bank or broker/dealer in return for  cash,
and  agrees to repurchase  the security in  the future at  an agreed upon price,
which includes an interest component. The  Fund will segregate with a  custodian
cash or other liquid securities in an amount sufficient to cover its obligations
under  reverse  repurchase  agreements with  broker/dealers.  No  segregation is
required for reverse repurchase agreements with banks.
 
                   Statement of Additional Information Page 4
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
SHORT SALES
The Fund  may  make  short sales  of  securities,  although it  has  no  current
intention  of doing so. A short sale is  a transaction in which the Fund sells a
security in anticipation that  the market price of  that security will  decline.
The  Fund may  make short  sales (i) as  a form  of hedging  to offset potential
declines in long positions in securities it owns, or anticipates acquiring,  and
(ii) in order to maintain portfolio flexibility.
 
When  the Fund makes a short sale of a  security it does not own, it must borrow
the  security  sold  short  and  deliver  it  to  the  broker-dealer  or   other
intermediary  through which it made  the short sale. The Fund  may have to pay a
fee to borrow particular securities and will often be obligated to pay over  any
payments received on such borrowed securities.
 
The  Fund's obligation  to replace the  borrowed security when  the borrowing is
called or expires will be secured by collateral deposited with the intermediary.
The Fund will also be required to  deposit collateral with its custodian to  the
extent,  if any, necessary so that the  value of both collateral deposits in the
aggregate is at all times equal to at least 100% of the current market value  of
the  security sold short.  Depending on arrangements  made with the intermediary
from which it borrowed the security regarding payment of any amounts received by
the Fund on  such security,  the Fund may  not receive  any payments  (including
interest) on its collateral deposited with such intermediary.
 
If  the price of the security sold short increases between the time of the short
sale and the time the Fund replaces the borrowed security, the Fund will incur a
loss; conversely, if the price declines, the Fund will realize a gain. Any  gain
will  be decreased, and any loss  increased, by the transaction costs associated
with the transaction. Although the Fund's gain is limited by the price at  which
it sold the security short, its potential loss is theoretically unlimited.
 
The  Fund will not make a  short sale if, after giving  effect to such sale, the
market value of the securities sold short exceeds 25% of the value of its  total
assets  or the Fund's aggregate short sales  of the securities of any one issuer
exceed the lesser of 2% of the Fund's net assets or 2% of the securities of  any
class  of the  issuer. Moreover, the  Fund may  engage in short  sales only with
respect to securities  listed on a  national securities exchange.  The Fund  may
make  short sales "against the box" without respect to such limitations. In this
type of short sale, at the  time of the sale the  Fund owns the security it  has
sold  short  or has  the  immediate and  unconditional  right to  acquire  at no
additional cost the identical security.
 
TEMPORARY DEFENSIVE STRATEGIES
   
The Latin American Growth Fund may invest in the following types of money market
securities (i.e.,  debt instruments  with less  than 12  months remaining  until
maturity)  denominated in U.S. dollars or in  the currency of any Latin American
country, which consist of: (a) obligations issued or guaranteed by (i) the  U.S.
government  or the  government of  a Latin  American country,  their agencies or
instrumentalities, or municipalities; (ii) international organizations  designed
or  supported  by multiple  foreign  governmental entities  to  promote economic
reconstruction or development  ("supranational entities");  (b) finance  company
obligations,   corporate  commercial  paper   and  other  short-term  commercial
obligations; (c)  bank  obligations  (including certificates  of  deposit,  time
deposits,  demand deposits  and bankers' acceptances)  (d) repurchase agreements
with respect to the  foregoing; and (e)  other substantially similar  short-term
debt securities with comparable risk characteristics.
    
 
   
The  Latin American Growth Fund  may invest in commercial  paper rated as low as
A-3 by Standard & Poor's, a division of The McGraw-Hill Companies, Inc.  ("S&P")
or  P-3 by  Moody's Investors  Service, Inc.  ("Moody's"). Such  obligations are
considered to have an acceptable  capacity for timely repayment. However,  these
securities may be more vulnerable to adverse effects or changes in circumstances
than obligations carrying higher designations.
    
 
- --------------------------------------------------------------------------------
 
                         OPTIONS, FUTURES AND CURRENCY
                                   STRATEGIES
 
- --------------------------------------------------------------------------------
SPECIAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES
The  use of options, futures contracts  and forward currency contracts ("Forward
Contracts") involves special considerations and risks, as described below. Risks
pertaining to particular instruments are described in the sections that follow.
 
        (1) Successful  use  of  most  of these  instruments  depends  upon  the
    Sub-adviser's  ability to  predict movements  of the  overall securities and
    currency markets, which requires different skills than predicting changes in
    the prices of
 
                   Statement of Additional Information Page 5
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
    individual securities. While the  Sub-adviser is experienced  in the use  of
    these  instruments, there can  be no assurance  that any particular strategy
    adopted will succeed.
 
        (2) There  might  be  imperfect correlation,  or  even  no  correlation,
    between  price  movements  of  an  instrument  and  price  movements  of the
    investments being hedged. For example, if the value of an instrument used in
    a short hedge  increased by less  than the  decline in value  of the  hedged
    investment,  the  hedge  would  not  be fully  successful.  Such  a  lack of
    correlation might  occur  due to  factors  unrelated  to the  value  of  the
    investments  being hedged,  such as  speculative or  other pressures  on the
    markets in  which the  hedging instrument  is traded.  The effectiveness  of
    hedges  using hedging  instruments on indices  will depend on  the degree of
    correlation between price movements in the index and price movements in  the
    investments being hedged.
 
        (3) Hedging strategies, if successful, can reduce risk of loss by wholly
    or  partially offsetting the negative  effect of unfavorable price movements
    in the investments being hedged. However, hedging strategies can also reduce
    opportunity for gain by  offsetting the positive  effect of favorable  price
    movements in the hedged investments. For example, if the Fund entered into a
    short  hedge because the Sub-adviser  projected a decline in  the price of a
    security in the Fund's portfolio, and  the price of that security  increased
    instead,  the gain from that increase might be wholly or partially offset by
    a decline in the price of the hedging instrument. Moreover, if the price  of
    the  hedging instrument declined by  more than the increase  in the price of
    the security, the Fund could  suffer a loss. In  either such case, the  Fund
    would have been in a better position had it not hedged at all.
 
        (4) As described below, the Fund might be required to maintain assets as
    "cover,"  maintain segregated accounts or make margin payments when it takes
    positions in  instruments  involving  obligations to  third  parties  (I.E.,
    instruments  other than purchased options). If the Fund were unable to close
    out its positions in such instruments,  it might be required to continue  to
    maintain  such assets or  accounts or make such  payments until the position
    expired or matured. The requirements might impair the Fund's ability to sell
    a portfolio security or make an investment at a time when it would otherwise
    be favorable to do so, or require that the Fund sell a portfolio security at
    a disadvantageous time.  The Fund's ability  to close out  a position in  an
    instrument  prior to  expiration or maturity  depends on the  existence of a
    liquid secondary market or, in the absence of such a market, the ability and
    willingness of the other party to the transaction ("contra party") to  enter
    into  a  transaction  closing  out  the  position.  Therefore,  there  is no
    assurance that any position can  be closed out at a  time and price that  is
    favorable to the Fund.
 
WRITING CALL OPTIONS
The  Fund may write  (sell) call options on  securities, indices and currencies.
Call options will generally be written on securities and currencies that, in the
opinion of the Sub-adviser are not expected to make any major price moves in the
near future  but  that,  over  the  long  term,  are  deemed  to  be  attractive
investments for the Fund.
 
A  call option  gives the  holder (buyer)  the right  to purchase  a security or
currency at a specified price (the  exercise price) at any time until  (American
style)  or on (European style) a certain  date (the expiration date). So long as
the obligation of the writer of a  call option continues, he may be assigned  an
exercise  notice, requiring him  to deliver the  underlying security or currency
against payment  of the  exercise  price. This  obligation terminates  upon  the
expiration  of the call option, or such earlier time at which the writer effects
a closing  purchase  transaction  by  purchasing an  option  identical  to  that
previously sold.
 
Portfolio  securities or currencies on which call options may be written will be
purchased solely on the basis  of investment considerations consistent with  the
Fund's  investment objectives. When  writing a call option,  the Fund, in return
for the premium, gives up  the opportunity for profit  from a price increase  in
the  underlying security or  currency above the exercise  price, and retains the
risk of loss should the  price of the security  or currency decline. Unlike  one
who  owns securities  or currencies not  subject to  an option, the  Fund has no
control over  when it  may be  required  to sell  the underlying  securities  or
currencies,  since  most options  may  be exercised  at  any time  prior  to the
option's expiration. If  a call option  that the Fund  has written expires,  the
Fund will realize a gain in the amount of the premium; however, such gain may be
offset  by a decline in the market  value of the underlying security or currency
during the option period. If the call option is exercised, the Fund will realize
a gain or loss from the sale of the underlying security or currency, which  will
be  increased or offset  by the premium  received. The Fund  does not consider a
security or currency covered by  a call option to be  "pledged" as that term  is
used in the Fund's policy that limits the pledging or mortgaging of its assets.
 
Writing  call options can serve as a limited short hedge because declines in the
value of the  hedged investment would  be offset  to the extent  of the  premium
received   for  writing  the  option.  However,  if  the  security  or  currency
appreciates to a price higher than the exercise price of the call option, it can
be expected that the option will be exercised and the Fund will be obligated  to
sell the security or currency at less than its market value.
 
                   Statement of Additional Information Page 6
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
The  premium  that the  Fund receives  for writing  a call  option is  deemed to
constitute the market value of an option. The premium the Fund will receive from
writing a call option will reflect, among other things, the current market price
of the underlying  investment, the relationship  of the exercise  price to  such
market  price, the historical price volatility of the underlying investment, and
the length of the option period. In determining whether a particular call option
should be  written, the  Sub-adviser  will consider  the reasonableness  of  the
anticipated premium and the likelihood that a liquid secondary market will exist
for those options.
 
Closing  transactions  will be  effected  in order  to  realize a  profit  on an
outstanding call  option, to  prevent an  underlying security  or currency  from
being  called, or  to permit  the sale of  the underlying  security or currency.
Furthermore, effecting  a closing  transaction  will permit  the Fund  to  write
another  call  option  on the  underlying  security  or currency  with  either a
different exercise price, expiration date or both.
 
The Fund will pay  transaction costs in connection  with the writing of  options
and  in entering into closing purchase  contracts. Transaction costs relating to
options activity  are normally  higher than  those applicable  to purchases  and
sales of portfolio securities.
 
The  exercise price of the  options may be below, equal  to or above the current
market values of the underlying securities or currencies at the time the options
are written. From time to time, the Fund may purchase an underlying security  or
currency  for delivery in accordance with the exercise of an option, rather than
delivering such  security  or  currency  from  its  portfolio.  In  such  cases,
additional costs will be incurred.
 
The  Fund will realize a  profit or loss from  a closing purchase transaction if
the cost of  the transaction  is less or  more, respectively,  than the  premium
received  from writing the  option. Because increases  in the market  price of a
call option  will  generally  reflect  increases in  the  market  price  of  the
underlying  security or  currency, any loss  resulting from the  repurchase of a
call option is likely to  be offset in whole or  in part by appreciation of  the
underlying security or currency owned by the Fund.
 
WRITING PUT OPTIONS
The  Fund may  write put  options on securities,  indices and  currencies. A put
option gives the  purchaser of  the option  the right  to sell,  and the  writer
(seller)  the  obligation to  buy, the  underlying security  or currency  at the
exercise price at  any time until  (American style) or  on (European style)  the
expiration date. The operation of put options in other respects, including their
related risks and rewards, is substantially identical to that of call options.
 
The   Fund  would  generally  write  put  options  in  circumstances  where  the
Sub-adviser wishes  to purchase  the  underlying security  or currency  for  the
Fund's  portfolio at a price lower than the current market price of the security
or currency. In such  event, the Fund  would write a put  option at an  exercise
price  that, reduced by the  premium received on the  option, reflects the lower
price it is willing to pay. Since  the Fund would also receive interest on  debt
securities  or currencies maintained to cover  the exercise price of the option,
this technique could be used to enhance current return during periods of  market
uncertainty.  The risk in such  a transaction would be  that the market price of
the underlying security or currency would decline below the exercise price  less
the premium received.
 
Writing  put options can serve as a  limited long hedge because increases in the
value of the  hedged investment would  be offset  to the extent  of the  premium
received   for  writing  the  option.  However,  if  the  security  or  currency
depreciates to a price lower than the  exercise price of the put option, it  can
be expected that the put option will be exercised and the Fund will be obligated
to purchase the security or currency at more than its market value.
 
PURCHASING PUT OPTIONS
The  Fund may purchase put options on securities, indices and currencies. As the
holder of a put  option, the Fund  would have the right  to sell the  underlying
security or currency at the exercise price at any time until (American style) or
on  (European style) the expiration  date. The Fund may  enter into closing sale
transactions with  respect to  such options,  exercise them  or permit  them  to
expire.
 
The  Fund  may purchase  a  put option  on  an underlying  security  or currency
("protective put") owned by the Fund  to protect against an anticipated  decline
in  the value  of the  security or  currency. Such  protection is  provided only
during the life  of the  put option  when the  Fund, as  the holder  of the  put
option,  is able to sell the underlying security or currency at the put exercise
price regardless of  any decline in  the underlying security's  market price  or
currency's  exchange  value.  The  premium  paid  for  the  put  option  and any
transaction costs would reduce any  profit otherwise available for  distribution
when the security or currency is eventually sold.
 
The  Fund may also purchase put options at a time when the Fund does not own the
underlying security or  currency. By  purchasing put  options on  a security  or
currency it does not own, the Fund seeks to benefit from a decline in the market
 
                   Statement of Additional Information Page 7
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
price of the underlying security or currency. If the put option is not sold when
it  has remaining value, and  if the market price  of the underlying security or
currency remains equal to or greater than the exercise price during the life  of
the  put option, the Fund will lose its  entire investment in the put option. In
order for the purchase of a put option to be profitable, the market price of the
underlying security or  currency must  decline sufficiently  below the  exercise
price  to cover the premium and transaction costs, unless the put option is sold
in a closing sale transaction.
 
PURCHASING CALL OPTIONS
The Fund may purchase call options on securities, indices and currencies. As the
holder of  a  call  option, the  Fund  would  have the  right  to  purchase  the
underlying  security  or  currency  at  the exercise  price  at  any  time until
(American style) or on (European style) the expiration date. The Fund may  enter
into  closing sale transactions  with respect to such  options, exercise them or
permit them to expire.
 
Call options may  be purchased  by the  Fund for  the purpose  of acquiring  the
underlying security or currency for its portfolio. Utilized in this fashion, the
purchase  of  call options  would enable  the  Fund to  acquire the  security or
currency at the  exercise price of  the call  option plus the  premium paid.  At
times,  the net cost of acquiring the security or currency in this manner may be
less than  the  cost  of  acquiring the  security  or  currency  directly.  This
technique  may  also  be useful  to  the Fund  in  purchasing a  large  block of
securities that would be more difficult  to acquire by direct market  purchases.
So  long as it holds such a call  option, rather than the underlying security or
currency itself, the Fund is partially protected from any unexpected decline  in
the  market price  of the  underlying security or  currency and,  in such event,
could allow the call option  to expire, incurring a loss  only to the extent  of
the premium paid for the option.
 
The  Fund also may purchase call  options on underlying securities or currencies
it owns  to avoid  realizing losses  that would  result in  a reduction  of  its
current  return. For  example, where the  Fund has  written a call  option on an
underlying security or currency having a current market value below the price at
which it purchased  the security or  currency, an increase  in the market  price
could  result in  the exercise of  the call option  written by the  Fund and the
realization of a loss on the  underlying security or currency. Accordingly,  the
Fund  could purchase a call option on  the same underlying security or currency,
which could be exercised  to fulfill the Fund's  delivery obligations under  its
written  call (if it is exercised). This  strategy could allow the Fund to avoid
selling the portfolio security or currency at  a time when it has an  unrealized
loss;  however, the Fund would have to pay a premium to purchase the call option
plus transaction costs.
 
Aggregate premiums paid  for put  and call  options will  not exceed  5% of  the
Fund's total assets at the time of purchase.
 
The Fund may attempt to accomplish objectives similar to those involved in using
Forward  Contracts by purchasing put or call options on currencies. A put option
gives the  Fund as  purchaser  the right  (but not  the  obligation) to  sell  a
specified  amount of currency at the exercise  price at any time until (American
style) or on (European style) the expiration date. A call option gives the  Fund
as  purchaser the right (but not the  obligation) to purchase a specified amount
of currency at  the exercise  price at  any time  until (American  style) or  on
(European  style) the  expiration date. The  Fund might purchase  a currency put
option, for example, to protect itself against a decline in the dollar value  of
a  currency  in  which  it  holds  or  anticipates  holding  securities.  If the
currency's value should decline against the  dollar, the loss in currency  value
should  be offset, in whole or in part, by  an increase in the value of the put.
If the value of the currency instead should rise against the dollar, any gain to
the Fund would  be reduced  by the premium  it had  paid for the  put option.  A
currency  call option might be purchased, for example, in anticipation of, or to
protect against, a rise in the value  against the dollar of a currency in  which
the Fund anticipates purchasing securities.
 
Options  may  be either  listed  on an  exchange  or traded  in over-the-counter
("OTC") markets. Listed options are third-party contracts (I.E., performance  of
the  obligations of the  purchaser and seller  is guaranteed by  the exchange or
clearing corporation), and have standardized strike prices and expiration dates.
OTC options are two-party contracts with negotiated strike prices and expiration
dates. The Fund will not  purchase an OTC option  unless it believes that  daily
valuations  for such  options are  readily obtainable.  OTC options  differ from
exchange-traded options in that OTC options are transacted with dealers directly
and  not  through  a   clearing  corporation  (which  guarantees   performance).
Consequently,  there  is  a risk  of  non-performance  by the  dealer.  Since no
exchange is involved, OTC options are valued  on the basis of an average of  the
last  bid prices obtained from dealers, unless  a quotation from only one dealer
is available, in which case only that  dealer's price will be used. In the  case
of  OTC options, there can  be no assurance that  a liquid secondary market will
exist for any particular option at any specific time.
 
The staff of the SEC considers purchased OTC options to be illiquid  securities.
The  Fund  may also  sell OTC  options and,  in connection  therewith, segregate
assets or cover its obligations with respect to OTC options written by the Fund.
The assets used as cover for OTC options written by the Fund will be  considered
illiquid unless the OTC options are sold to qualified dealers who agree that the
Fund may repurchase any OTC option it writes at a maximum price to be calculated
 
                   Statement of Additional Information Page 8
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
by  a formula  set forth in  the option agreement.  The cover for  an OTC option
written subject  to this  procedure would  be considered  illiquid only  to  the
extent that the maximum repurchase price under the formula exceeds the intrinsic
value of the option.
 
The  Fund's  ability to  establish and  close  out positions  in exchange-listed
options depends  on  the existence  of  a liquid  market.  The Fund  intends  to
purchase  or write only those exchange-traded options for which there appears to
be a liquid secondary  market. However, there  can be no  assurance that such  a
market  will exist at any particular time.  Closing transactions can be made for
OTC options  only  by  negotiating  directly  with the  contra  party  or  by  a
transaction in the secondary market if any such market exists. Although the Fund
will  enter into OTC  options only with  contra parties that  are expected to be
capable of  entering  into closing  transactions  with  the Fund,  there  is  no
assurance that the Fund will in fact be able to close out an OTC option position
at  a favorable  price prior to  expiration. In  the event of  insolvency of the
contra party, the Fund might  be unable to close out  an OTC option position  at
any time prior to its expiration.
 
INDEX OPTIONS
Puts and calls on indices are similar to puts and calls on securities or futures
contracts  except that all settlements  are in cash and  gain or loss depends on
changes in the index in question (and thus on price movements in the  securities
market  or a particular market sector  generally) rather than on price movements
in individual securities or futures contracts. When the Fund writes a call on an
index, it receives a premium and agrees that, prior to the expiration date,  the
purchaser  of the call, upon exercise of the call, will receive from the Fund an
amount of cash if the closing level of the index upon which the call is based is
greater than the exercise price of the call. The amount of cash is equal to  the
difference  between the closing price of the index and the exercise price of the
call times a specified multiple  (the "multiplier"), which determines the  total
dollar  value for each point of such difference. When the Fund buys a call on an
index, it  pays a  premium  and has  the same  rights  as to  such call  as  are
indicated above. When the Fund buys a put on an index, it pays a premium and has
the  right, prior to the expiration date, to require the seller of the put, upon
the Fund's exercise of the put, to deliver to the Fund an amount of cash if  the
closing level of the index upon which the put is based is less than the exercise
price  of the  put, which  amount of  cash is  determined by  the multiplier, as
described above for calls. When the Fund writes a put on an index, it receives a
premium and  the purchaser  has the  right,  prior to  the expiration  date,  to
require  the Fund  to deliver to  it an amount  of cash equal  to the difference
between the  closing  level  of the  index  and  the exercise  price  times  the
multiplier, if the closing level is less than the exercise price.
 
The  risks  of  investment in  index  options  may be  greater  than  options on
securities. Because index options  are settled in cash,  when the Fund writes  a
call  on an  index it  cannot provide  in advance  for its  potential settlement
obligations by acquiring  and holding  the underlying securities.  The Fund  can
offset  some of the  risk of writing a  call index option  position by holding a
diversified portfolio of  securities similar  to those on  which the  underlying
index  is based. However,  the Fund cannot,  as a practical  matter, acquire and
hold a portfolio containing  exactly the same securities  as underlie the  index
and,  as a result, bears a risk that  the value of the securities held will vary
from the value of the index.
 
Even if the Fund could assemble  a securities portfolio that exactly  reproduced
the  composition of the  underlying index, it  still would not  be fully covered
from a risk standpoint  because of the "timing  risk" inherent in writing  index
options.  When an index option is exercised,  the amount of cash that the holder
is entitled to  receive is  determined by  the difference  between the  exercise
price  and the closing index level on the  date when the option is exercised. As
with other kinds of options, the Fund, as the call writer, will not know that it
has been assigned  until the next  business day  at the earliest.  The time  lag
between  exercise and  notice of assignment  poses no  risk for the  writer of a
covered call on a  specific underlying security, such  as common stock,  because
there  the writer's obligation is to deliver the underlying security, not to pay
its value as of a fixed time in the past. So long as the writer already owns the
underlying security,  it  can  satisfy  its  settlement  obligations  by  simply
delivering  it, and the risk that its value may have declined since the exercise
date is borne by the  exercising holder. In contrast, even  if the writer of  an
index call holds securities that exactly match the composition of the underlying
index,  it will not be able to  satisfy its assignment obligations by delivering
those securities against  payment of  the exercise  price. Instead,  it will  be
required  to pay  cash in  an amount  based on  the closing  index value  on the
exercise date; and by the  time it learns that it  has been assigned, the  index
may  have declined, with a corresponding decline  in the value of its securities
portfolio. This "timing risk" is an inherent limitation on the ability of  index
call writers to cover their risk exposure by holding securities positions.
 
If  the Fund purchases an index option and exercises it before the closing index
value for  that day  is  available, it  runs  the risk  that  the level  of  the
underlying  index may subsequently change. If such a change causes the exercised
option to fall out-of-the-money, the Fund will be required to pay the difference
between the closing index value and the exercise price of the option (times  the
applicable multiplier) to the assigned writer.
 
                   Statement of Additional Information Page 9
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
INTEREST RATE, CURRENCY AND STOCK INDEX FUTURES CONTRACTS
The  Fund may enter  into interest rate  or currency futures  contracts, and may
enter into stock  index futures contracts  (collectively, "Futures" or  "Futures
Contracts"),  as a hedge against changes in prevailing levels of interest rates,
currency exchange rates or  stock prices in order  to establish more  definitely
the effective return on securities or currencies held or intended to be acquired
by  the Fund. The Fund's transactions may  include sales of Futures as an offset
against the effect  of expected increases  in interest rates,  and decreases  in
currency  exchange rates and stock prices, and purchases of Futures as an offset
against the effect  of expected  declines in  interest rates,  and increases  in
currency exchange rates and stock prices.
 
The  Fund will  only enter  into Futures  Contracts that  are traded  on futures
exchanges and  are standardized  as to  maturity date  and underlying  financial
instrument.  Futures  exchanges and  trading thereon  in  the United  States are
regulated under  the Commodity  Exchange Act  by the  Commodity Futures  Trading
Commission ("CFTC"). Futures are exchanged in London at the London International
Financial Futures Exchange.
 
Although techniques other than sales and purchases of Futures Contracts could be
used  to reduce the Fund's exposure to interest rate, currency exchange rate and
stock market  fluctuations, the  Fund may  be able  to hedge  its exposure  more
effectively and at a lower cost through using Futures Contracts.
 
A  Futures Contract provides  for the future  sale by one  party and purchase by
another party of a specified amount of a specific financial instrument (security
or currency) for  a specified price  at a  designated date, time  and place.  An
index Futures Contract provides for the delivery, at a designated date, time and
place,  of  an amount  of  cash equal  to a  specified  dollar amount  times the
difference between the index value at the  close of trading on the contract  and
the  price  at which  the  Futures Contract  is  originally struck;  no physical
delivery of the  securities comprising  the index  is made.  Brokerage fees  are
incurred  when a Futures Contract is bought or sold, and margin deposits must be
maintained at all times the Futures Contract is outstanding.
 
Although Futures Contracts typically require future delivery of and payment  for
financial  instruments or currencies,  Futures Contracts are  usually closed out
before the delivery date. Closing out an open Futures Contract sale or  purchase
is  effected by entering  into an offsetting Futures  Contract purchase or sale,
respectively,  for  the  same  aggregate  amount  of  the  identical   financial
instrument  or currency and  the same delivery date.  If the offsetting purchase
price is less than the original sale price,  the Fund realizes a gain; if it  is
more, the Fund realizes a loss. Conversely, if the offsetting sale price is more
than  the original purchase price, the Fund realizes  a gain; if it is less, the
Fund realizes  a loss.  The transaction  costs must  also be  included in  these
calculations.  There can be no assurance, however, that the Fund will be able to
enter into  an  offsetting transaction  with  respect to  a  particular  Futures
Contract  at  a particular  time.  If the  Fund  is not  able  to enter  into an
offsetting transaction, the Fund  will continue to be  required to maintain  the
margin deposits on the Futures Contract.
 
As  an example of an offsetting transaction, the contractual obligations arising
from the sale of one Futures Contract of September Treasury Bills on an exchange
may be  fulfilled at  any time  before delivery  under the  Futures Contract  is
required  (I.E., on a specified date in  September, the "delivery month") by the
purchase of another  Futures Contract of  September Treasury Bills  on the  same
exchange. In such instance the difference between the price at which the Futures
Contract  was  sold  and  the  price paid  for  the  offsetting  purchase, after
allowance for transaction costs, represents the profit or loss to the Fund.
 
The Fund's Futures transactions will be entered into for hedging purposes  only;
that  is, Futures  Contracts will be  sold to  protect against a  decline in the
price of securities or currencies that the Fund owns, or Futures Contracts  will
be  purchased to protect the Fund against an increase in the price of securities
or currencies it has committed to purchase or expects to purchase.
 
"Margin" with respect to Futures Contracts is  the amount of funds that must  be
deposited  by the Fund in order to  initiate Futures trading and to maintain the
Fund's open  positions in  Futures Contracts.  A margin  deposit made  when  the
Futures  Contract is entered  into ("initial margin") is  intended to assure the
Fund's performance  under  the  Futures  Contract. The  margin  required  for  a
particular Futures Contract is set by the exchange on which the Futures Contract
is  traded and may be  significantly modified from time  to time by the exchange
during the term of the Futures Contract.
 
Subsequent  payments,  called  "variation  margin,"  to  and  from  the  futures
commission  merchant through  which the Fund  entered into  the Futures Contract
will be made on a daily basis as the price of the underlying security,  currency
or index fluctuates making the Futures Contract more or less valuable, a process
known as marking-to-market.
 
    RISKS  OF  USING  FUTURES CONTRACTS.  The  prices of  Futures  Contracts are
volatile and  are influenced,  among  other things,  by actual  and  anticipated
changes  in  interest rates  and currency  exchange rates,  and in  stock market
movements, which  in turn  are  affected by  fiscal  and monetary  policies  and
national and international political and economic events.
 
                  Statement of Additional Information Page 10
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
There  is a risk of  imperfect correlation between changes  in prices of Futures
Contracts and prices  of the securities  or currencies in  the Fund's  portfolio
being   hedged.  The  degree   of  imperfection  of   correlation  depends  upon
circumstances such as: variations in  speculative market demand for Futures  and
for securities or currencies, including technical influences in Futures trading;
and   differences  between  the  financial  instruments  being  hedged  and  the
instruments underlying the standard Futures  Contracts available for trading.  A
decision of whether, when and how to hedge involves skill and judgment, and even
a  well-conceived hedge may be unsuccessful to some degree because of unexpected
market behavior or interest or currency rate trends.
 
Because of  the  low  margin  deposits required,  Futures  trading  involves  an
extremely  high  degree  of leverage.  As  a  result, a  relatively  small price
movement in a Futures Contract may result in immediate and substantial loss,  as
well  as gain, to the investor. For example,  if at the time of purchase, 10% of
the value  of the  Futures Contract  is deposited  as margin,  a subsequent  10%
decrease  in the value of  the Futures Contract would result  in a total loss of
the margin  deposit, before  any deduction  for the  transaction costs,  if  the
account  were then closed  out. A 15% decrease  would result in  a loss equal to
150% of the original  margin deposit, if the  Futures Contract were closed  out.
Thus, a purchase or sale of a Futures Contract may result in losses in excess of
the amount invested in the Futures Contract.
 
Most U.S. Futures exchanges limit the amount of fluctuation permitted in Futures
Contract and options on Futures Contract prices during a single trading day. The
daily  limit establishes the maximum amount that the price of a Futures Contract
or option may vary either up or down from the previous day's settlement price at
the end  of a  trading session.  Once  the daily  limit has  been reached  in  a
particular type of Futures Contract or option, no trades may be made on that day
at a price beyond that limit. The daily limit governs only price movement during
a  particular trading day and therefore does not limit potential losses, because
the limit may prevent the liquidation of unfavorable positions. Futures Contract
and option  prices  have occasionally  moved  to  the daily  limit  for  several
consecutive  trading days with  little or no  trading, thereby preventing prompt
liquidation of positions and subjecting some traders to substantial losses.
 
If the Fund were unable to liquidate a Futures or option on Futures position due
to the absence of a liquid secondary  market or the imposition of price  limits,
it  could incur  substantial losses.  The Fund would  continue to  be subject to
market risk with respect  to the position.  In addition, except  in the case  of
purchased  options,  the  Fund  would  continue to  be  required  to  make daily
variation margin payments and might be  required to maintain the position  being
hedged by the Future or option or to maintain cash or securities in a segregated
account.
 
Certain  characteristics  of the  Futures market  might  increase the  risk that
movements in the  prices of Futures  Contracts or options  on Futures might  not
correlate  perfectly  with  movements in  the  prices of  the  investments being
hedged. For example,  all participants  in the  Futures and  options on  Futures
markets  are subject to daily  variation margin calls and  might be compelled to
liquidate Futures  or  options on  Futures  positions whose  prices  are  moving
unfavorably  to avoid being  subject to further  calls. These liquidations could
increase price  volatility  of the  instruments  and distort  the  normal  price
relationship  between the Futures  or options and  the investments being hedged.
Also, because initial margin deposit requirements in the Futures market are less
onerous than  margin requirements  in  the securities  markets, there  might  be
increased   participation   by  speculators   in   the  Futures   markets.  This
participation  also  might  cause  temporary  price  distortions.  In  addition,
activities of large traders in both the Futures and securities markets involving
arbitrage,  "program trading"  and other  investment strategies  might result in
temporary price distortions.
 
OPTIONS ON FUTURES CONTRACTS
Options on Futures Contracts are similar to options on securities or  currencies
except that options on Futures Contracts give the purchaser the right, in return
for  the  premium paid,  to  assume a  position in  a  Futures Contract  (a long
position if the option is a call and a short position if the option is a put) at
a specified exercise price  at any time  during the period  of the option.  Upon
exercise  of the option, the  delivery of the Futures  position by the writer of
the option to the holder  of the option will be  accompanied by delivery of  the
accumulated balance in the writer's Futures margin account, which represents the
amount  by which the market price of  the Futures Contract, at exercise, exceeds
(in the case of  a call) or  is less than (in  the case of  a put) the  exercise
price  of the option on  the Futures Contract. If an  option is exercised on the
last trading day prior to the expiration date of the option, the settlement will
be made entirely in cash equal to  the difference between the exercise price  of
the  option and the  closing level of  the securities, currencies  or index upon
which the  Futures Contract  is  based on  the  expiration date.  Purchasers  of
options  who fail to exercise their options  prior to the exercise date suffer a
loss of the premium paid.
 
The purchase of  call options  on Futures  can serve as  a long  hedge, and  the
purchase  of put  options on Futures  can serve  as a short  hedge. Writing call
options on Futures can serve as a  limited short hedge, and writing put  options
on  Futures can serve as a limited long  hedge, using a strategy similar to that
used for writing options on securities, foreign currencies or indices.
 
                  Statement of Additional Information Page 11
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                         AIM LATIN AMERICAN GROWTH FUND
 
If the Fund  writes an  option on  a Futures Contract,  it will  be required  to
deposit  initial and variation margin pursuant  to requirements similar to those
applicable to Futures Contracts. Premiums received from the writing of an option
on a Futures Contract are included in the initial margin deposit.
 
The Fund may seek to close out an option position by selling an option  covering
the  same Futures  Contract and  having the  same exercise  price and expiration
date. The  ability to  establish and  close  out positions  on such  options  is
subject to the maintenance of a liquid secondary market.
 
LIMITATIONS  ON  USE  OF FUTURES,  OPTIONS  ON  FUTURES AND  CERTAIN  OPTIONS ON
CURRENCIES
   
To the extent that  the Fund enters into  Futures Contracts, options on  Futures
Contracts,  and  options  on  foreign  currencies  traded  on  a  CFTC-regulated
exchange, in each case other than for BONA FIDE hedging purposes (as defined  by
the CFTC), the aggregate initial margin and premiums required to establish those
positions  (excluding the amount  by which options  are "in-the-money") will not
exceed 5% of the  liquidation value of the  Fund's portfolio, after taking  into
account  unrealized profits and unrealized losses  on any contracts the Fund has
entered into. In general, a call option on a Futures Contract is  "in-the-money"
if  the  value of  the  underlying Futures  Contract  exceeds the  strike, I.E.,
exercise,  price  of  the  call;  a   put  option  on  a  Futures  Contract   is
"in-the-money"  if the value  of the underlying Futures  Contract is exceeded by
the strike price of  the put. This  guideline may be  modified by the  Company's
Board  of Directors without  a shareholder vote. This  limitation does not limit
the percentage of the Fund's assets at risk to 5%.
    
 
FORWARD CONTRACTS
A Forward Contract is an obligation, usually arranged with a commercial bank  or
other  currency dealer, to purchase or  sell a currency against another currency
at a future date and  price as agreed upon by  the parties. The Fund may  either
accept or make delivery of the currency at the maturity of the Forward Contract.
The  Fund may also, if its contra party  agrees, prior to maturity, enter into a
closing transaction involving the purchase or sale of an offsetting contract.
 
The Fund engages  in forward  currency transactions  in anticipation  of, or  to
protect  itself against, fluctuations  in exchange rates. The  Fund might sell a
particular foreign  currency  forward, for  example,  when it  holds  securities
denominated  in a  foreign currency but  anticipates, and seeks  to be protected
against, a decline in the currency against the U.S. dollar. Similarly, the  Fund
might  sell the U.S. dollar forward when it holds securities denominated in U.S.
dollars, but anticipates, and  seeks to be protected  against, a decline in  the
U.S.  dollar relative  to other currencies.  Further, the Fund  might purchase a
currency forward  to "lock  in"  the price  of  securities denominated  in  that
currency that it anticipates purchasing.
 
   
Forward  Contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A Forward
Contract generally has no deposit requirement, and no commissions are charged at
any stage for trades. The Fund will enter into such Forward Contracts with major
U.S. or foreign  banks and  securities or  currency dealers  in accordance  with
guidelines approved by the Company's Board of Directors.
    
 
The  Fund  may enter  into  Forward Contracts  either  with respect  to specific
transactions or  with respect  to the  Fund's portfolio  positions. The  precise
matching  of the Forward  Contract amounts and the  value of specific securities
will not generally be  possible because the future  value of such securities  in
foreign currencies will change as a consequence of market movements in the value
of  those securities between the  date the Forward Contract  is entered into and
the date it matures. Accordingly, it may  be necessary for the Fund to  purchase
additional  foreign  currency on  the  spot (I.E.,  cash)  market (and  bear the
expense of such purchase) if the market  value of the security is less than  the
amount of foreign currency the Fund is obligated to deliver and if a decision is
made to sell the security and make delivery of the foreign currency. Conversely,
it  may be necessary to sell on the spot market some of the foreign currency the
Fund is  obligated to  deliver.  The projection  of short-term  currency  market
movements  is extremely difficult, and the  successful execution of a short-term
hedging strategy is highly  uncertain. Forward Contracts  involve the risk  that
anticipated  currency movements  will not  be accurately  predicted, causing the
Fund to sustain losses on these contracts and transaction costs.
 
At or before the  maturity of a  Forward Contract requiring the  Fund to sell  a
currency,  the  Fund may  either  sell a  portfolio  security and  use  the sale
proceeds to make delivery of the currency or retain the security and offset  its
contractual  obligation to deliver the currency  by purchasing a second contract
pursuant to which  the Fund will  obtain, on  the same maturity  date, the  same
amount  of the currency that it is obligated to deliver. Similarly, the Fund may
close out a Forward  Contract requiring it to  purchase a specified currency  by
entering  into a second  contract, if its  contra party agrees,  entitling it to
sell the same  amount of the  same currency on  the maturity date  of the  first
contract.  The Fund would  realize a gain or  loss as a  result of entering into
such an offsetting Forward Contract under either circumstance to the extent  the
exchange  rate  or  rates  between the  currencies  involved  moved  between the
execution dates of the first contract and the offsetting contract.
 
                  Statement of Additional Information Page 12
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
The cost to the Fund of engaging  in Forward Contracts varies with factors  such
as  the currencies involved,  the length of  the contract period  and the market
conditions then prevailing. Because Forward  Contracts are usually entered  into
on  a principal basis, no  fees or commissions are  involved. The use of Forward
Contracts does  not  eliminate fluctuations  in  the prices  of  the  underlying
securities  the Fund owns or intends to acquire, but it does establish a rate of
exchange in advance. In addition, while Forward Contract sales limit the risk of
loss due to a decline in the value of the hedged currencies, they also limit any
potential gain that might result should the value of the currencies increase.
 
FOREIGN CURRENCY STRATEGIES -- SPECIAL CONSIDERATIONS
The Fund may use options on  foreign currencies, Futures on foreign  currencies,
options  on Futures on foreign currencies and Forward Contracts to hedge against
movements in the values of the foreign currencies in which the Fund's securities
are denominated. Such currency hedges can  protect against price movements in  a
security  that the  Fund owns  or intends  to acquire  that are  attributable to
changes in the value of the currency in which it is denominated. Such hedges  do
not,  however,  protect  against  price movements  in  the  securities  that are
attributable to other causes.
 
The Fund  might seek  to hedge  against changes  in the  value of  a  particular
currency  when no  Futures Contract, Forward  Contract or  option involving that
currency is available or  one of such contracts  is more expensive than  certain
other  contracts. In such cases,  the Fund may hedge  against price movements in
that currency  by entering  into a  contract on  another currency  or basket  of
currencies,  the values of  which the Sub-adviser believes  will have a positive
correlation to the value of the  currency being hedged. The risk that  movements
in  the price of the contract will not correlate perfectly with movements in the
price of the currency being hedged is magnified when this strategy is used.
 
The value of Futures Contracts, options on Futures Contracts, Forward  Contracts
and  options  on  foreign currencies  depends  on  the value  of  the underlying
currency relative  to the  U.S. dollar.  Because foreign  currency  transactions
occurring  in the  interbank market  might involve  substantially larger amounts
than those  involved in  the  use of  Futures  Contracts, Forward  Contracts  or
options,  the  Fund could  be disadvantaged  by  dealing in  the odd  lot market
(generally  consisting  of  transactions  of  less  than  $1  million)  for  the
underlying  foreign currencies at prices that  are less favorable than for round
lots.
 
There is no systematic reporting of last sale information for foreign currencies
or any  regulatory requirements  that quotations  available through  dealers  or
other market sources be firm or revised on a timely basis. Quotation information
generally  is representative of very large  transactions in the interbank market
and thus  might not  reflect  odd-lot transactions  where  rates might  be  less
favorable.   The   interbank  market   in  foreign   currencies  is   a  global,
round-the-clock market. To the  extent the U.S. options  or Futures markets  are
closed  while the markets for the underlying currencies remain open, significant
price and rate movements might take place in the underlying markets that  cannot
be  reflected in  the markets  for the Futures  contracts or  options until they
reopen.
 
Settlement of Futures Contracts, Forward Contracts and options involving foreign
currencies might  be required  to  take place  within  the country  issuing  the
underlying  currency. Thus the Fund might be required to accept or make delivery
of the  underlying foreign  currency  in accordance  with  any U.S.  or  foreign
regulations  regarding the maintenance  of foreign banking  arrangements by U.S.
residents and might be  required to pay any  fees, taxes and charges  associated
with such delivery assessed in the issuing country.
 
COVER
Transactions  using Forward Contracts, Futures Contracts and options (other than
options purchased  by the  Fund) expose  the Fund  to an  obligation to  another
party.  The Fund will not enter into any such transactions unless it owns either
(1) an  offsetting  ("covered") position  in  securities, currencies,  or  other
options,  Forward Contracts or  Futures Contracts, or  (2) cash, receivables and
short-term debt securities  with a value  sufficient at all  times to cover  its
potential obligations not covered as provided in (1) above. The Fund will comply
with SEC guidelines regarding cover for these instruments and, if the guidelines
so require, set aside cash or liquid securities.
 
Assets  used as cover or  held in a segregated account  cannot be sold while the
position in the corresponding  Forward Contract, Futures  Contract or option  is
open, unless they are replaced with other appropriate assets. If a large portion
of  the Fund's assets are used for cover or otherwise set aside, it could affect
portfolio management or the Fund's ability to meet redemption requests or  other
current obligations.
 
                  Statement of Additional Information Page 13
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
ILLIQUID SECURITIES
The  Fund  may  invest up  to  10% of  its  net assets  in  illiquid securities.
Securities may  be considered  illiquid  if the  Fund cannot  reasonably  expect
within  seven days to sell the securities  for approximately the amount at which
the Fund values such securities. The sale of illiquid securities, if they can be
sold at all,  generally will require  more time and  result in higher  brokerage
charges  or dealer discounts  and other selling  expenses than will  the sale of
liquid securities such  as securities  eligible for trading  on U.S.  securities
exchanges  or in the over-the-counter  markets. Moreover, restricted securities,
which may be illiquid for purposes of this limitation, often sell, if at all, at
a price lower than  similar securities that are  not subject to restrictions  on
resale.
 
Illiquid  securities include those that are subject to restrictions contained in
the securities  laws of  other countries.  However, securities  that are  freely
marketable  in the country where  they are principally traded,  but would not be
freely marketable in the United States,  will not be considered illiquid.  Where
registration  is required, the Fund  may be obligated to pay  all or part of the
registration expenses and a considerable period  may elapse between the time  of
the  decision to sell and the time the  Fund may be permitted to sell a security
under an effective  registration statement.  If, during such  a period,  adverse
market  conditions were to develop, the Fund might obtain a less favorable price
than prevailed when it decided to sell.
 
Not  all  restricted  securities   are  illiquid.  In   recent  years  a   large
institutional   market  has  developed  for  certain  securities  that  are  not
registered under the Securities Act of 1933, as amended ("1933 Act"),  including
private  placements, repurchase agreements, commercial paper, foreign securities
and corporate bonds and notes. These instruments are often restricted securities
because the  securities are  sold in  transactions not  requiring  registration.
Institutional investors generally will not seek to sell these instruments to the
general   public,  but  instead  will  often   depend  either  on  an  efficient
institutional market in which such unregistered securities can be readily resold
or on an issuer's ability to honor  a demand for repayment. Therefore, the  fact
that there are contractual or legal restrictions on resale to the general public
or certain institutions is not dispositive of the liquidity of such investments.
 
Rule  144A under the 1933 Act establishes  a "safe harbor" from the registration
requirements of the  1933 Act  for resales  of certain  securities to  qualified
institutional  buyers.  Institutional  markets  for  restricted  securities have
developed as a result of Rule 144A, providing both readily ascertainable  values
for  restricted securities and the ability to liquidate an investment to satisfy
share redemption orders. Such markets include automated systems for the trading,
clearance and  settlement of  unregistered securities  of domestic  and  foreign
issuers,  such as  the PORTAL  System sponsored  by the  National Association of
Securities Dealers,  Inc.  An  insufficient number  of  qualified  institutional
buyers interested in purchasing Rule 144A-eligible restricted securities held by
the  Fund, however, could  affect adversely the  marketability of such portfolio
securities and the Fund might be  unable to dispose of such securities  promptly
or at favorable prices.
 
   
With  respect  to liquidity  determinations  generally, the  Company's  Board of
Directors has  the  ultimate  responsibility for  determining  whether  specific
securities, including restricted securities pursuant to Rule 144A under the 1933
Act,  are liquid  or illiquid.  The Board has  delegated the  function of making
day-to-day determinations of  liquidity to  the Sub-adviser  in accordance  with
procedures  approved by the  Company's Board of  Trustees. The Sub-adviser takes
into account a number of factors in reaching liquidity decisions, including, but
not limited to: (i) the frequency of trading in the security; (ii) the number of
dealers who make quotes for the security; (iii) the number of dealers that  have
undertaken  to make a market in the security; (iv) the number of other potential
purchasers; and  (v) the  nature of  the security  and how  trading is  effected
(e.g.,  the time needed to  sell the security, how  offers are solicited and the
mechanics of transfer). The Sub-adviser monitors the liquidity of securities  in
the  Fund's portfolio and periodically reports such determinations to the Board.
Moreover, as noted in the Prospectus, certain securities, such as those  subject
to  repatriation restrictions of more than seven days, will generally be treated
as illiquid. If the liquidity percentage restriction of the Fund is satisfied at
the time  of  investment,  a  later  increase  in  the  percentage  of  illiquid
securities  held by the Fund  resulting from a change  in market value or assets
will not constitute a violation of that restriction. If as a result of a  change
in  market value or  assets, the percentage  of illiquid securities  held by the
Fund  increases  above   the  applicable  limit,   the  Sub-adviser  will   take
    
 
                  Statement of Additional Information Page 14
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
appropriate  steps to bring the aggregate  amount of illiquid assets back within
the prescribed  limitations  as  soon as  reasonably  practicable,  taking  into
account the effect of any disposition on the Fund.
 
More than 10% of the Fund's total assets may consist of illiquid securities from
time to time either because of adverse events which occur following the purchase
of  the  securities  which  cause  them to  become  illiquid  or  because liquid
securities are sold  to meet  redemption requests or  other needs  of the  Fund.
Illiquid  securities are more difficult to  value accurately due to, among other
things, the  fact that  such  securities often  trade  infrequently or  only  in
smaller amounts.
 
FOREIGN SECURITIES
    POLITICAL,  SOCIAL  AND ECONOMIC  RISKS.  Investing in  securities  of Latin
American companies may entail additional  risks due to the potential  political,
social   and  economic  instability  of  certain  countries  and  the  risks  of
expropriation, nationalization, confiscation or  the imposition of  restrictions
on  foreign investment,  convertibility of currencies  into U.S.  dollars and on
repatriation  of  capital  invested.  In   the  event  of  such   expropriation,
nationalization  or other confiscation  by any country, the  Fund could lose its
entire investment in any such country.
 
In addition,  even  though  opportunities  for investment  may  exist  in  Latin
American  countries, any change in the leadership or policies of the governments
of those countries  or in  the leadership or  policies of  any other  government
which  exercises  a significant  influence over  those  countries, may  halt the
expansion of or reverse  the liberalization of  foreign investment policies  now
occurring and thereby eliminate any investment opportunities which may currently
exist.
 
Investors should note that upon the accession to power of authoritarian regimes,
the  governments of a number of Latin American countries previously expropriated
large quantities of real  and personal property, similar  to the property  which
will  be represented  by the  securities purchased  by the  Fund. The  claims of
property owners against those governments were never finally settled. There  can
be  no assurance  that any property  represented by securities  purchased by the
Fund will not also be  expropriated, nationalized, or otherwise confiscated.  If
such  confiscation were to occur,  the Fund could lose  a substantial portion of
its investments in  such countries.  The Fund's investments  would similarly  be
adversely affected by exchange control regulations in any of those countries.
 
    RELIGIOUS  AND ETHNIC INSTABILITY.  Certain countries in  which the Fund may
invest  may  have  groups  that  advocate  radical  religious  or  revolutionary
philosophies or support ethnic independence. Any disturbance on the part of such
individuals could carry the potential for widespread destruction or confiscation
of  property owned by individuals and entities foreign to such country and could
cause the loss of the Fund's investment in those countries. Instability may also
result from,  among  other things:  (i)  authoritarian governments  or  military
involvement  in  political and  economic  decision-making, including  changes in
government through extra-constitutional  means; (ii)  popular unrest  associated
with  demands for improved political, economic  and social conditions; and (iii)
hostile relations with  neighboring or other  countries. Such political,  social
and  economic instability could disrupt the principal financial markets in which
the Fund invests and adversely affect the value of the Fund's assets.
 
    FOREIGN  INVESTMENT  RESTRICTIONS.  Certain  countries  prohibit  or  impose
substantial  restrictions on investments in  their capital markets, particularly
their equity markets, by foreign entities  such as the Fund. These  restrictions
or  controls may at times limit or preclude investment in certain securities and
may increase the cost and expenses  of the Fund. For example, certain  countries
require prior governmental approval before investments by foreign persons may be
made,  or limit  the amount  of investment  by foreign  persons in  a particular
company, or limit the investment by foreign persons to only a specific class  of
securities of a company that may have less advantageous terms than securities of
the company available for purchase by nationals. Moreover, the national policies
of  certain  countries  may  restrict  investment  opportunities  in  issuers or
industries deemed sensitive to national  interests. In addition, some  countries
require governmental approval for the repatriation of investment income, capital
or  the proceeds of securities sales by foreign investors. In addition, if there
is a deterioration in a  country's balance of payments  or for other reasons,  a
country  may impose restrictions on foreign capital remittances abroad. The Fund
could be adversely affected by  delays in, or a  refusal to grant, any  required
governmental  approval for repatriation, as well as  by the application to it of
other restrictions on investments.
 
    NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL
REGULATION. Foreign companies are subject to accounting, auditing and  financial
standards  and requirements that differ, in some cases significantly, from those
applicable to U.S. companies. In particular, the assets, liabilities and profits
appearing on the  financial statements  of such a  company may  not reflect  its
financial  position or results of operations in  the way they would be reflected
had such financial statements  been prepared in  accordance with U.S.  generally
accepted  accounting principles. Most of the foreign securities held by the Fund
will not be registered with  the SEC or regulators  of any foreign country,  nor
will  the issuers thereof be subject  to the SEC's reporting requirements. Thus,
there will  be less  available information  concerning most  foreign issuers  of
securities  held  by the  Fund  than is  available  concerning U.S.  issuers. In
instances   where   the   financial   statements   of   an   issuer   are    not
 
                  Statement of Additional Information Page 15
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
deemed  to  reflect  accurately  the  financial  situation  of  the  issuer, the
Sub-adviser will take  appropriate steps  to evaluate  the proposed  investment,
which  may  include  on-site  inspection  of  the  issuer,  interviews  with its
management and consultations  with accountants, bankers  and other  specialists.
There  is  substantially  less  publicly  available  information  about  foreign
issuers, including  Latin  American  companies  and  the  governments  of  Latin
American  countries, than  there are  reports and  ratings published  about U.S.
companies and  the U.S.  government. In  addition, where  public information  is
available, it may be less reliable than such information regarding U.S. issuers.
In  addition,  for companies  that keep  accounting  records in  local currency,
inflation accounting rules in  some Latin American  countries require, for  both
tax  and accounting purposes, that certain assets and liabilities be restated on
the company's balance sheet in  order to express items  in terms of currency  of
constant  purchasing power. Inflation accounting  may indirectly generate losses
or profits. Issuers  of securities  in foreign jurisdictions  are generally  not
subject  to the same  degree of regulation  as are U.S.  issuers with respect to
such matters  as restrictions  on market  manipulation, insider  trading  rules,
shareholder proxy requirements and timely disclosure of information.
 
    CURRENCY  FLUCTUATIONS.  Because the  Fund  under normal  circumstances will
invest a substantial portion  of its total assets  in the securities of  foreign
issuers which are denominated in foreign currencies, the strength or weakness of
the  U.S. dollar against  such foreign currencies  will account for  part of the
Fund's investment performance. A decline in the value of any particular currency
against the U.S. dollar  will cause a  decline in the U.S.  dollar value of  the
Fund's  holdings  of  securities  and cash  denominated  in  such  currency and,
therefore, will cause an overall decline in  the Fund's net asset value and  any
net  investment  income and  capital gains  derived from  such securities  to be
distributed in U.S. dollars to shareholders of the Fund. Moreover, if the  value
of  the foreign currencies in which the  Fund receives its income falls relative
to the  U.S.  dollar between  receipt  of the  income  and the  making  of  Fund
distributions, the Fund may be required to liquidate securities in order to make
distributions  if  the  Fund  has  insufficient cash  in  U.S.  dollars  to meet
distribution requirements.
 
   
The rate of exchange between the U.S. dollar and other currencies is  determined
by  several factors including  the supply and  demand for particular currencies,
central bank efforts to support particular currencies, the movement of  interest
rates  and  pace of  business activity  in  the other  countries and  the United
States, and other economic and financial conditions affecting the world economy.
    
 
Although the Fund values  its assets daily  in terms of  U.S. dollars, the  Fund
does  not intend to convert its holdings of foreign currencies into U.S. dollars
on a daily basis. The Fund will do so from time to time, and investors should be
aware of the costs of currency conversion. Although foreign exchange dealers  do
not  charge  a  fee  for conversion,  they  do  realize a  profit  based  on the
difference (the  "spread") between  the  prices at  which  they are  buying  and
selling  various currencies. Thus, a dealer may offer to sell a foreign currency
to the Fund at  one rate, while  offering a lesser rate  of exchange should  the
Fund desire to sell that currency to the dealer.
 
Certain   Latin  American  countries  may  have  managed  currencies  which  are
maintained at  artificial  levels to  the  U.S.  dollar rather  than  at  levels
determined  by the  market. This  type of  system can  lead to  sudden and large
adjustments in the currency which, in  turn, can have a disruptive and  negative
effect  on foreign investors. For example, in late 1994 the value of the Mexican
peso lost more than one-third of its value relative to the dollar. Certain Latin
American countries also may restrict the free conversion of their currency  into
foreign  currencies, including the U.S. dollar.  There is no significant foreign
exchange market for certain currencies and  it would, as a result, be  difficult
for  the Fund to engage in foreign currency transactions designed to protect the
value of  the  Fund's  certain  interests  in  securities  denominated  in  such
currencies.
 
    ADVERSE  MARKET CHARACTERISTICS. Securities  of many foreign  issuers may be
less liquid and their  prices more volatile than  securities of comparable  U.S.
issuers.  In  addition, foreign  securities  markets and  brokers  are generally
subject to  less governmental  supervision  and regulation  than in  the  United
States,  and  foreign  securities  transactions  are  usually  subject  to fixed
commissions, which  are generally  higher than  negotiated commissions  on  U.S.
transactions.  In addition,  foreign securities  transactions may  be subject to
difficulties associated  with the  settlement of  such transactions.  Delays  in
settlement  could  result  in temporary  periods  when  assets of  the  Fund are
uninvested and no return is  earned thereon. The inability  of the Fund to  make
intended  security purchases due to settlement  problems could cause the Fund to
miss attractive investment  opportunities. Inability to  dispose of a  portfolio
security  due to settlement problems  either could result in  losses to the Fund
due to subsequent declines in  value of the portfolio  security or, if the  Fund
has  entered into  a contract  to sell  the security,  could result  in possible
liability to the purchaser. The Sub-adviser will consider such difficulties when
determining the allocation of the  Fund's assets, although the Sub-adviser  does
not  believe that such difficulties  will have a material  adverse effect on the
Fund's portfolio trading activities.
 
A high proportion of the shares of many Latin American companies may be held  by
a  limited  number of  persons, which  may  further limit  the number  of shares
available for investment by the  Fund. A limited number  of issuers in most,  if
not all,
 
                  Statement of Additional Information Page 16
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
Latin  American  securities  markets may  represent  a  disproportionately large
percentage of market capitalization and trading value. The limited liquidity  of
Latin  American securities markets also may affect the Fund's ability to acquire
or dispose of securities at the price and time it wishes to do so. In  addition,
certain Latin American securities markets, including those of Argentina, Brazil,
Chile and Mexico, are susceptible to being influenced by large investors trading
significant  blocks  of  securities  or  by  large  dispositions  of  securities
resulting from the failure to meet margin calls when due.
 
The high volatility of certain Latin American securities markets is evidenced by
dramatic movements in the  Brazilian and Mexican markets  in recent years.  This
market volatility may result in greater volatility in the Fund's net asset value
than  would be the case  for companies investing in  domestic securities. If the
Fund were to experience unexpected net  redemptions, it could be forced to  sell
securities  in  its  portfolio  without  regard  to  investment  merit,  thereby
decreasing the asset base  over which Fund expenses  can be spread and  possibly
reducing the Fund's rate of return.
 
    SPECIAL  CONSIDERATIONS  AFFECTING  EMERGING  MARKETS.  Emerging  securities
markets, such as the markets of  Latin America, are substantially smaller,  less
developed,  less liquid and more volatile than the major securities markets. The
limited size  of  emerging securities  markets  and limited  trading  volume  in
issuers  compared to the volume of trading in U.S. securities could cause prices
to be erratic  for reasons apart  from factors  that affect the  quality of  the
securities.  For  example, limited  market size  may cause  prices to  be unduly
influenced by  traders  who  control  large  positions.  Adverse  publicity  and
investors'  perceptions,  whether  or  not based  on  fundamental  analysis, may
decrease the value and  liquidity of portfolio  securities, especially in  these
markets.  In  addition, securities  traded in  certain  emerging markets  may be
subject to risks due to the inexperience of financial intermediaries, a lack  of
modern  technology, the  lack of  a sufficient  capital base  to expand business
operations, and  the  possibility  of  permanent  or  temporary  termination  of
trading.
 
Settlement  mechanisms in emerging securities markets  may be less efficient and
reliable than in  more developed  markets. In such  emerging securities  markets
there may be share registration and delivery delays or failures.
 
Most  Latin American countries have experienced substantial, and in some periods
extremely high, rates of inflation  for many years. This  has, in turn, lead  to
high  interest rates, extreme measures by governments to keep inflation in check
and a  generally debilitating  effect on  economic growth.  Inflation and  rapid
fluctuations in inflation rates and corresponding currency devaluations have had
and  may  continue to  have  negative effects  on  the economies  and securities
markets of certain Latin American countries.
 
It should  be noted  that  some Latin  American countries  require  governmental
approval  for the repatriation of investment  income, capital or the proceeds of
securities sales  by  foreign  investors.  For  instance,  at  present,  capital
invested directly in Chile cannot under most circumstances be repatriated for at
least  one year. The Fund could be adversely affected by delays in, or a refusal
to grant, any required governmental approval for repatriation, as well as by the
application to it of other restrictions on investments.
 
    SOVEREIGN DEBT. Sovereign Debt generally offers high yields, reflecting  not
only  perceived  credit risk,  but also  the  need to  compete with  other local
investments in domestic financial markets. Certain Latin American countries  are
among  the  largest  debtors  to commercial  banks  and  foreign  governments. A
sovereign debtor's willingness or ability to repay principal and interest due in
a timely  manner  may  be  affected  by, among  other  factors,  its  cash  flow
situation,  the extent of  its foreign reserves,  the availability of sufficient
foreign exchange on the  date a payment  is due, the relative  size of the  debt
service  burden to the economy as a whole, the sovereign debtor's policy towards
the International  Monetary  Fund  and  the political  constraints  to  which  a
sovereign  debtor  may  be  subject.  Sovereign  debtors  may  default  on their
Sovereign  Debt.  Sovereign   debtors  may   also  be   dependent  on   expected
disbursements  from foreign governments, multilateral agencies and others abroad
to reduce principal and interest arrearages on their debt. The commitment on the
part of these governments, agencies and others to make such disbursements may be
conditioned on a  sovereign debtor's implementation  of economic reforms  and/or
economic  performance  and  the  timely service  of  such  debtor's obligations.
Failure to implement such reforms,  achieve such levels of economic  performance
or  repay principal or interest when due, may result in the cancellation of such
third parties' commitments  to lend  funds to  the sovereign  debtor, which  may
further impair such debtor's ability or willingness to timely service its debts.
 
In  recent years, some of the Latin American countries in which the Fund expects
to invest have encountered difficulties in servicing their Sovereign Debt.  Some
of  these  countries  have withheld  payments  of interest  and/or  principal of
Sovereign Debt. These difficulties  have also led  to agreements to  restructure
external  debt obligations -- in particular, commercial bank loans, typically by
rescheduling principal  payments,  reducing  interest rates  and  extending  new
credits to finance interest payments on existing debt. In the future, holders of
Sovereign  Debt may be requested to participate in similar reschedulings of such
debt.
 
                  Statement of Additional Information Page 17
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
The ability  of Latin  American governments  to make  timely payments  on  their
Sovereign  Debt is likely  to be influenced  strongly by a  country's balance of
trade and its access to trade  and other international credits. A country  whose
exports  are concentrated in a few commodities  could be vulnerable to a decline
in the  international prices  of  one or  more  of such  commodities.  Increased
protectionism  on the part of a  country's trading partners could also adversely
affect its  exports.  Such  events  could diminish  a  country's  trade  account
surplus,  if any. To the extent that  a country receives payment for its exports
in currencies other  than hard  currencies, its  ability to  make hard  currency
payments could be affected.
 
The  occurrence of political, social or diplomatic changes in one or more of the
countries issuing Sovereign Debt could adversely affect the Fund's  investments.
The  countries  issuing such  instruments are  faced  with social  and political
issues and some of them have experienced high rates of inflation in recent years
and have  extensive  internal debt.  Among  other effects,  high  inflation  and
internal   debt  service  requirements   may  adversely  affect   the  cost  and
availability of  future domestic  sovereign  borrowing to  finance  governmental
programs,   and  may   have  other   adverse  social,   political  and  economic
consequences. Political  changes  or a  deterioration  of a  country's  domestic
economy  or balance of trade may affect  the willingness of countries to service
their Sovereign  Debt.  While  the  Sub-adviser intends  to  manage  the  Fund's
portfolio  in a manner that will minimize  the exposure to such risks, there can
be no assurance that adverse political changes will not cause the Fund to suffer
a loss of interest or principal on any of its holdings.
 
Periods of economic uncertainty may result in the volatility of market prices of
Sovereign Debt and in turn, the Fund's net asset value, to a greater extent than
the volatility inherent in domestic securities. The value of Sovereign Debt will
likely vary  inversely with  changes  in prevailing  interest rates,  which  are
subject  to considerable variance in the  international market. If the Fund were
to experience unexpected  net redemptions, it  may be forced  to sell  Sovereign
Debt in its portfolio without regard to investment merit, thereby decreasing its
asset base over which Fund expenses can be spread and possibly reducing its rate
of return.
 
    WITHHOLDING TAXES. The Fund's net investment income from foreign issuers may
be  subject  to  withholding  taxes by  the  foreign  issuer's  country, thereby
reducing the Fund's  net investment  income or  delaying the  receipt of  income
where those taxes may be recaptured. See "Taxes."
 
- --------------------------------------------------------------------------------
 
                             INVESTMENT LIMITATIONS
 
- --------------------------------------------------------------------------------
The  Fund  has  adopted  the  following  investment  limitations  as fundamental
policies which (unless otherwise noted) may  not be changed without approval  by
the  holders of  the lesser  of (i) 67%  of the  Fund's shares  represented at a
meeting at which more  than 50% of the  outstanding shares are represented,  and
(ii) more than 50% of the outstanding shares.
 
The Fund may not:
 
        (1)  Purchase any security if, as a result of that purchase, 25% or more
    of the Fund's total assets would be invested in securities of issuers having
    their principal business activities in  the same industry, except that  this
    limitation  does not  apply to securities  issued or guaranteed  by the U.S.
    government, its agencies or instrumentalities;
 
        (2) Purchase or sell real estate, except that investments in  securities
    of  issuers that  invest in real  estate and  investments in mortgage-backed
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the  Fund may exercise rights under  agreements relating to such securities,
    including the right to  enforce security interests and  to hold real  estate
    acquired  by  reason  of such  enforcement  until  that real  estate  can be
    liquidated in an orderly manner;
 
        (3) Engage in the business of underwriting securities of other  issuers,
    except  to the extent that the Fund might be considered an underwriter under
    the federal securities laws in connection with its disposition of  portfolio
    securities;
 
        (4)  Make loans, except through loans of portfolio securities or through
    repurchase agreements, provided  that for purposes  of this limitation,  the
    acquisition  of bonds, debentures, other  debt securities or instruments, or
    participations or  other interests  therein  and investments  in  government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan;
 
                  Statement of Additional Information Page 18
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
        (5)  Issue senior securities or borrow  money, except as permitted under
    the 1940 Act and then  not in excess of 33  1/3% of the Fund's total  assets
    (including   the  amount  borrowed  but   reduced  by  any  liabilities  not
    constituting borrowings) at the time of the borrowing, except that the  Fund
    may  borrow up to  an additional 5%  of its total  assets (not including the
    amount borrowed) for temporary or emergency purposes; or
 
        (6) Purchase or sell  physical commodities, but  the Fund may  purchase,
    sell  or enter into financial options and futures, forward and spot currency
    contracts, swap  transactions and  other financial  contracts or  derivative
    instruments.
 
Notwithstanding any other investment policy of the Fund, the Fund may invest all
of   its  investable  assets  (cash,   securities  and  receivables  related  to
securities) in an  open-end management investment  company having  substantially
the same investment objective, policies and limitations as the Fund.
 
For  purposes of  the Fund's concentration  policy contained  in limitation (1),
above, the Fund intends  to comply with the  SEC staff position that  securities
issued  or  guaranteed  as  to  principal and  interest  by  any  single foreign
government are considered to be securities of issuers in the same industry.
 
The following operating policies  of the Fund are  not fundamental policies  and
may  be changed by vote  of the Company's Board  of Trustees without shareholder
approval. The Fund may not:
 
        (1) Invest in securities of an issuer if the investment would cause  the
    Fund to own more than 10% of any class of securities of any one issuer;
 
        (2)  Invest  in  companies  for the  purpose  of  exercising  control or
    management;
 
        (3) Invest  more than  10% of  its net  assets in  illiquid  securities,
    including securities that are illiquid by virtue of the absence of a readily
    available market;
 
        (4)  Enter into a futures contract, an  option on a futures contract, or
    an option on foreign currency traded  on a CFTC-regulated exchange, in  each
    case  other than for BONA FIDE hedging purposes (as defined by the CFTC), if
    the aggregate initial margin and premiums required to establish all of those
    positions (excluding the amount by which options are "in-the-money") exceeds
    5% of  the liquidation  value of  the Fund's  portfolio, after  taking  into
    account  unrealized profits and unrealized losses  on any contracts the Fund
    has entered into;
 
        (5) Make any additional  investments while borrowings  exceed 5% of  the
    Fund's total assets;
 
        (6)  Purchase securities  on margin, provided  that the  Fund may obtain
    short-term credits as may  be necessary for the  clearance of purchases  and
    sales  of securities,  and further  provided that  the Fund  may make margin
    deposits in  connection  with its  use  of financial  options  and  futures,
    forward  and spot currency contracts,  swap transactions and other financial
    contracts or derivative instruments; or
 
        (7) Mortgage, pledge, or  hypothecate any of  its assets, provided  that
    this  shall not apply to  the transfer of securities  in connection with any
    permissible borrowing  or  to  collateral arrangements  in  connection  with
    permissible activities.
 
The  Fund has the authority to invest up to 10% of its total assets in shares of
other investment companies  pursuant to the  1940 Act. The  Fund may not  invest
more  than 5% of its total assets in  any one investment company or acquire more
than 3% of the outstanding voting securities of any one investment company.
 
Investors should refer to the Prospectus for further information with respect to
the Fund's investment objective, which may  not be changed without the  approval
of  the shareholders, and other investment policies, techniques and limitations,
which may be changed without shareholder approval.
 
                  Statement of Additional Information Page 19
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
                             EXECUTION OF PORTFOLIO
                                  TRANSACTIONS
 
- --------------------------------------------------------------------------------
 
   
Subject to  policies  established  by  the Company's  Board  of  Directors,  the
Sub-adviser   is  responsible  for   the  execution  of   the  Fund's  portfolio
transactions and the selection of  broker/dealers who execute such  transactions
on behalf of the Fund. In executing transactions, the Sub-adviser seeks the best
net  results  for  the Fund,  taking  into  account such  factors  as  the price
(including the applicable brokerage  commission or dealer  spread), size of  the
order,  difficulty of execution and operational facilities of the firm involved.
While the Sub-adviser  generally seeks reasonably  competitive commission  rates
and  spreads,  payment of  the lowest  commission or  spread is  not necessarily
consistent with the best net results. While  the Fund may engage in soft  dollar
arrangements  for  research  services,  as  described  below,  the  Fund  has no
obligation to deal  with any  broker/dealer or  group of  broker/dealers in  the
execution of portfolio transactions.
    
 
Consistent with the interests of the Fund, the Sub-adviser may select brokers to
execute  the  Fund's portfolio  transactions on  the basis  of the  research and
brokerage services they provide to the  Sub-adviser for its use in managing  the
Fund  and  its other  advisory accounts.  Such  services may  include furnishing
analyses, reports and  information concerning  issuers, industries,  securities,
geographic  regions,  economic  factors  and  trends,  portfolio  strategy,  and
performance of accounts;  and effecting securities  transactions and  performing
functions  incidental thereto (such  as clearance and  settlement). Research and
brokerage services received  from such brokers  are in addition  to, and not  in
lieu  of, the  services required  to be performed  by the  Sub-adviser under the
investment management and  administration contract.  A commission  paid to  such
broker/dealers may be higher than that which another qualified broker would have
charged  for  effecting  the  same transaction,  provided  that  the Sub-adviser
determines in good faith that such  commission is reasonable in terms either  of
that  particular transaction or the overall responsibility of the Sub-adviser to
the Fund and its other clients and  that the total commissions paid by the  Fund
will  be reasonable in relation to the  benefits it received over the long term.
Research  services  may  also  be   received  from  dealers  who  execute   Fund
transactions in OTC markets.
 
The  Sub-adviser may allocate brokerage  transactions to broker/dealers who have
entered into arrangements under which  the broker/dealer allocates a portion  of
the  commissions  paid by  the  Fund toward  payment  of its  expenses,  such as
transfer agent and custodian fees.
 
Investment decisions for the Fund and  for other investment accounts managed  by
the  Sub-adviser  are made  independently of  each other  in light  of differing
conditions. However, the same investment  decision may occasionally be made  for
two  or more of  such accounts including  the Fund. In  such cases, simultaneous
transactions may occur.  Purchases or sales  are then allocated  as to price  or
amount  in a manner deemed fair and equitable to all accounts involved. While in
some cases this practice could have a detrimental effect upon the price or value
of the security as far as the Fund is concerned, in other cases the  Sub-adviser
believes that coordination and the ability to participate in volume transactions
will be beneficial to the Fund.
 
   
Under  a policy adopted by the Company's  Board of Directors, and subject to the
policy of  obtaining  the best  net  results,  the Sub-adviser  may  consider  a
broker/dealer's sale of the shares of the Fund and the other funds for which AIM
or the Sub-adviser serves as investment manager in selecting brokers and dealers
for  the  execution of  portfolio  transactions. This  policy  does not  imply a
commitment to  execute portfolio  transactions through  all broker/dealers  that
sell shares of the Fund and such other funds.
    
 
The  Fund contemplates purchasing most foreign  equity securities in OTC markets
or stock exchanges located  in the countries in  which the respective  principal
offices  of the issuers  of the various  securities are located,  if that is the
best available market. The fixed commissions  paid in connection with most  such
foreign  stock transactions generally are  higher than negotiated commissions on
United States transactions. There generally  is less government supervision  and
regulation  of foreign  stock exchanges and  brokers than in  the United States.
Foreign security settlements  may in  some instances  be subject  to delays  and
related administrative uncertainties.
 
Foreign  equity securities may  be held by the  Fund in the  form of ADRs, ADSs,
EDRs, CDRs or securities convertible into foreign equity securities. ADRs, ADSs,
EDRs and CDRs may be listed on stock exchanges, or traded in the OTC markets  in
the  United States or  Europe, as the  case may be.  ADRs, like other securities
traded in the United States, will be subject to
 
                  Statement of Additional Information Page 20
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
negotiated commission rates. The foreign and domestic debt securities and  money
market  instruments in which the Fund may invest are generally traded in the OTC
markets.
 
   
The Fund contemplates that, consistent with the policy of obtaining the best net
results, brokerage transactions may be conducted through certain companies  that
are  affiliates of AIM or the Sub-adviser.  The Company's Board of Directors has
adopted procedures in conformity  with Rule 17e-1 under  the 1940 Act to  ensure
that  all brokerage commissions paid to  such affiliates are reasonable and fair
in the context of the market in which they are operating. Any such  transactions
will  be  effected  and  related  compensation  paid  only  in  accordance  with
applicable SEC regulations. For the Fund's fiscal years ended October 31,  1997,
1996  and 1995,  the Fund  paid aggregate  brokerage commissions  of $2,719,660,
$2,094,634 and $891,513, respectively.
    
 
PORTFOLIO TRADING AND TURNOVER
The Fund engages in  portfolio trading when the  Sub-adviser has concluded  that
the sale of a security owned by the Fund and/or the purchase of another security
of  better value can enhance principal and/or increase income. A security may be
sold to avoid  any prospective decline  in market  value, or a  security may  be
purchased  in  anticipation  of  a  market  rise.  Consistent  with  the  Fund's
investment objective, a  security also  may be  sold and  a comparable  security
purchased  coincidentally in order to take advantage of what is believed to be a
disparity in the normal yield and price relationship between the two securities.
Although the Fund does not intend generally to trade for short-term profits, the
securities in the Fund's portfolio will be sold whenever management believes  it
is  appropriate to  do so,  without regard  to the  length of  time a particular
security may  have been  held.  The portfolio  turnover  rate is  calculated  by
dividing  the lesser of sales or purchases of portfolio securities by the Fund's
average month-end portfolio value, excluding short-term investments. The  Fund's
portfolio turnover rate will not be a limiting factor when the Sub-adviser deems
portfolio    changes   appropriate.    Higher   portfolio    turnover   involves
correspondingly greater brokerage commissions  and other transaction costs  that
the  Fund will bear directly,  and may result in  the realization of net capital
gains that are taxable when distributed  to the Fund's shareholders. The  Fund's
portfolio  turnover rates for the  fiscal years ended October  31, 1997 and 1996
were 130% and 101%, respectively.
 
                  Statement of Additional Information Page 21
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
   
                            DIRECTORS AND EXECUTIVE
                                    OFFICERS
    
 
- --------------------------------------------------------------------------------
 
   
The Company's Directors and Executive Officers are listed below.
    
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE               PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                      EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------  ------------------------------------------------------------------------------------------
<S>                                      <C>
William J. Guilfoyle*, 39                Mr. Guilfoyle is President, GT Global, Inc. ("GT Global") since 1995; Director, GT Global
Director, Chairman of the Board and      since 1991; Senior Vice President and Director of Sales and Marketing, GT Global from May
President                                1992 to April 1995; Vice President and Director of Marketing, GT Global from 1987 to 1992;
50 California Street                     Director, Liechtenstein Global Trust AG (holding company of the various international LGT
San Francisco, CA 94111                  companies) Advisory Board since January 1996; Director, G.T. Global Insurance Agency
                                         ("G.T. Insurance") since 1996; President and Chief Executive Officer, G.T. Insurance since
                                         1995; Senior Vice President and Director, Sales and Marketing, G.T. Insurance from April
                                         1995 to November 1995; Senior Vice President, Retail Marketing, G.T. Insurance from 1992
                                         to 1993. Mr. Guilfoyle is also a trustee of each of the other investment companies
                                         registered under the 1940 Act that is sub-advised or sub-administered by the Sub-adviser.
 
C. Derek Anderson, 57                    Mr. Anderson is President, Plantagenet Capital Management, LLC (an investment
Director                                 partnership); Chief Executive Officer, Plantagenet Holdings, Ltd. (an investment banking
220 Sansome Street                       firm); Director, Anderson Capital Management, Inc. since 1988; Director, PremiumWear, Inc.
Suite 400                                (formerly Munsingwear, Inc.) (a casual apparel company) and Director, "R" Homes, Inc. and
San Francisco, CA 94104                  various other companies. Mr. Anderson is also a trustee of each of the other investment
                                         companies registered under the 1940 Act that is sub-advised or sub-administered by the
                                         Sub-adviser.
 
Frank S. Bayley, 58                      Mr. Bayley is a partner of the law firm of Baker & McKenzie, and serves as a Director and
Director                                 Chairman of C.D. Stimson Company (a private investment company). Mr. Bayley is also a
Two Embarcadero Center                   trustee of each of the other investment companies registered under the 1940 Act that is
Suite 2400                               sub-advised or sub- administered by the Sub-adviser.
San Francisco, CA 94111
 
Arthur C. Patterson, 54                  Mr. Patterson is Managing Partner of Accel Partners (a venture capital firm). He also
Director                                 serves as a director of Viasoft and PageMart, Inc. (both public software companies), as
428 University Avenue                    well as several other privately held software and communications companies. Mr. Patterson
Palo Alto, CA 94301                      is also a trustee of each of the other investment companies registered under the 1940 Act
                                         that is sub-advised or sub-administered by the Sub-adviser.
 
Ruth H. Quigley, 63                      Miss Quigley is a private investor. From 1984 to 1986, she was President of Quigley
Director                                 Friedlander & Co., Inc. (a financial advisory services firm). Miss Quigley is also a
1055 California Street                   trustee of each of the other investment companies registered under the 1940 Act that is
San Francisco, CA 94108                  sub-advised or sub-administered by the Sub-adviser.
</TABLE>
    
 
- --------------
*   Mr.  Guilfoyle is an  "interested person" of  the Company as  defined by the
    1940 Act due to his affiliation with the Sub-adviser.
 
                  Statement of Additional Information Page 22
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE               PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                      EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------  ------------------------------------------------------------------------------------------
<S>                                      <C>
John J. Arthur+, 53               Director, Senior Vice President and Treasurer, A I M Advisors, Inc.;
Vice President                    Vice President and Treasurer, A I M Management Group Inc., A I M Capital
                                  Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc.
                                  and Fund Management Company.
 
Kenneth W. Chancey, 52            Senior Vice President -- Mutual Fund Accounting, the Sub-adviser since
Vice President and                1997; Vice President -- Mutual Fund Accounting, the Sub-adviser from
Principal Accounting Officer      1992 to 1997.
50 California Street
San Francisco, CA 94111
 
Melville B. Cox, 54               Vice President and Chief Compliance Officer, A I M Advisors, Inc., A I M
Vice President                    Capital Management, Inc., A I M Distributors, Inc., A I M Fund Services,
                                  Inc. and Fund Management Company.
 
Gary T. Crum, 50                  Director and President, A I M Capital Management, Inc.; Director and
Vice President                    Senior Vice President, A I M Management Group Inc. and A I M Advisors,
                                  Inc.; and Director, A I M Distributors, Inc. and AMVESCAP PLC.
 
Robert H. Graham, 51              Director, President and Chief Executive Officer, A I M Management Group
Vice President                    Inc.; Director and President, A I M Advisors, Inc.; Director and Senior
                                  Vice President, A I M Capital Management, Inc., A I M Distributors,
                                  Inc., A I M Fund Services, Inc. and Fund Management Company; Director,
                                  AMVESCAP PLC; Chairman of the Board of Directors and President, INVESCO
                                  Holdings Canada Inc.; and Director, AIM Funds Group Canada Inc. and
                                  INVESCO G.P. Canada Inc.
 
Helge K. Lee, 52                  Chief Legal and Compliance Officer -- North America, the Sub-adviser
Vice President                    since October 1997; Executive Vice President of the Asset Management
50 California Street              Division of Liechtenstein Global Trust since October 1996; Senior Vice
San Francisco, CA 94111           President, General Counsel and Secretary of LGT Asset Management, Inc.,
                                  INVESCO (NY), Inc., GT Global, GT Global Investor Services, Inc. and
                                  G.T. Insurance from May 1994 to October 1996; Senior Vice President,
                                  General Counsel and Secretary of Strong/Corneliuson Management, Inc. and
                                  Secretary of each of the Strong Funds from October 1991 through May
                                  1994.
 
Carol F. Relihan+, 43             Director, Senior Vice President, General Counsel and Secretary, A I M
Vice President                    Advisors, Inc.; Vice President, General Counsel and Secretary, A I M
                                  Management Group Inc.; Director, Vice President and General Counsel,
                                  Fund Management Company; Vice President and General Counsel, A I M Fund
                                  Services, Inc.; and Vice President, A I M Capital Management, Inc. and
                                  A I M Distributors, Inc.
 
Dana R. Sutton, 39                Vice President and Fund Controller, A I M Advisors, Inc.; and Assistant
Vice President and Assistant      Vice President and Assistant Treasurer, Fund Management Company.
Treasurer
</TABLE>
    
 
- ------------------
   
+   Mr Arthur and Ms. Relihan are married to each other.
    
 
                  Statement of Additional Information Page 23
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
   
The Board has a  Nominating and Audit Committee,  comprised of Miss Quigley  and
Messrs.  Anderson,  Bayley and  Patterson, which  is responsible  for nominating
persons to serve as Directors, reviewing audits of the Company and its funds and
recommending firms to serve as independent auditors for the Company. Each of the
Trustees and Officers of the Company is  also a Director of Trustee and  Officer
of  AIM Investment Portfolios,  Inc., AIM Floating Rate  Fund, AIM Series Trust,
AIM Growth Series, AIM Eastern Europe Fund, GT Global Variable Investment Trust,
GT Global  Variable  Investment Series,  Global  High Income  Portfolio,  Global
Investment  Portfolio, Floating Rate  Portfolio and Growth  Portfolio, which are
also registered  investment companies  advised  by AIM  and sub-advised  by  the
Sub-adviser  or an affiliate thereof. Each  Director, Trustee and Officer serves
in total as  a Trustee and  Officer, respectively, of  12 registered  investment
companies  with  47 series  managed or  administered by  AIM or  sub-advised and
sub-administered by  the  Sub-adviser. Each  Director  who is  not  a  director,
officer  or  employee  of the  Sub-adviser  or  any affiliated  company  is paid
aggregate fees of $5,000 per annum, plus  $300 per Fund for each meeting of  the
Board  attended, and reimbursed travel and other expenses incurred in connection
with attendance  at  such meetings.  Other  Directors and  Officers  receive  no
compensation  or expense  reimbursement from  the Company.  For the  fiscal year
ended October  31,  1997, Mr.  Anderson,  Mr.  Bayley, Mr.  Patterson  and  Miss
Quigley,  who are not directors, officers or employees of the Sub-adviser or any
affiliated company, received total compensation of $38,650, $38,650, $27,850 and
$38,650, respectively, from the Company for their services as Directors. For the
year ended October 31,  1997, Mr. Anderson, Mr.  Bayley, Mr. Patterson and  Miss
Quigley,  who are not directors, officers or employees of the Sub-adviser or any
other affiliated  company, received  total compensation  of $117,304,  $114,386,
$88,350  and $111,688,  respectively, from  the investment  companies managed or
administered by AIM and sub-advised  or sub-administered by the Sub-adviser  for
which  he or she serves as a Director or Trustee. Fees and expenses disbursed to
the Directors contained no accrued or payable pension or retirement benefits. As
of May 7, 1998, the Officers and  Directors and their families as a group  owned
in  the aggregate  beneficially or  of record  less than  1% of  the outstanding
shares of the Fund or of all the Company's series in the aggregate.
    
 
                  Statement of Additional Information Page 24
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
INVESTMENT MANAGEMENT AND ADMINISTRATION
   
AIM  serves  as  the  Fund's  investment  manager  and  administrator  under  an
investment  management  and  administration  contract  ("Management   Contract")
between  the Company and  AIM. The Sub-adviser serves  as the Fund's sub-adviser
and sub-administrator  under  a Sub-Advisory  and  Sub-Administration  Agreement
between  AIM and the  Sub-adviser ("Management Sub-Contract,"  and together with
the Management Contract, the "Management Contracts"). As investment managers and
administrators, AIM and the  Sub-adviser make all  investment decisions for  the
Fund  and  administer  the  Fund's  affairs. Among  other  things,  AIM  and the
Sub-adviser furnish the services and pay the compensation and travel expenses of
persons who  perform the  executive,  administrative, clerical  and  bookkeeping
functions  of  the Company  and  the Fund,  and  provide suitable  office space,
necessary small office equipment and utilities.
    
 
   
The Management Contracts may  be renewed for one-year  terms, provided that  any
such  renewal  has been  specifically  approved at  least  annually by:  (i) the
Company's Board  of Directors,  or  by the  vote of  a  majority of  the  Fund's
outstanding  voting securities (as defined in the 1940 Act), and (ii) a majority
of Trustees  who are  not parties  to the  Management Contracts  or  "interested
persons"  of any such  party (as defined in  the 1940 Act), cast  in person at a
meeting called  for  the  specific  purpose of  voting  on  such  approval.  The
Management Contracts provide that with respect to the Fund either the Company or
each  of AIM or  the Sub-adviser may terminate  the Management Contracts without
penalty upon sixty (60) days' written notice. The Management Contracts terminate
automatically in the event of their assignment (as defined in the 1940 Act).
    
 
For the  fiscal years  ended October  31, 1997,  1996 and  1995, the  Fund  paid
investment  management and administration fees to the Sub-adviser in the amounts
of $3,538,586, $3,365,375 and $3,913,429, respectively.
 
Certain  Latin   American  countries   require  a   local  entity   to   provide
administrative services for all direct investments by foreigners. Where required
by  local  law,  the Fund  intends  to retain  a  local entity  to  provide such
administrative services. The local administrator will be paid a fee by the  Fund
for its services.
 
DISTRIBUTION SERVICES
   
The  Fund's Class  A and  Class B  shares are  continuously offered  through the
Fund's principal  underwriter  and distributor,  AIM  Distributors, on  a  "best
efforts"  basis pursuant to separate  distribution contracts between the Company
and AIM Distributors.
    
 
   
As described in the Prospectus,  on May 29, 1998,  the Company adopted a  Master
Distribution  Plan pursuant  to Rule  12b-1 under the  1940 Act  relating to the
Class A shares of the Fund (the "Class  A Plan"). At the same time, the  Company
also  adopted a Master Distribution  Plan pursuant to Rule  12b-1 under the 1940
Act relating to Class  B shares of  the Fund (the "Class  B Plan," and  together
with the Class A Plan, the "Plans"). The rate of payments by the Funds under the
Plans, as described in the Prospectus, may not be increased without the approval
of the majority of the outstanding voting securities of the affected class.
    
 
BOTH  PLANS. Pursuant to  an incentive program, AIM  Distributors may enter into
agreements ("Shareholder Service Agreements")  with investment dealers  selected
from  time  to  time  by  AIM Distributors  for  the  provision  of distribution
assistance in connection  with the sale  of the Funds'  shares to such  dealers'
customers,  and for the provision of continuing personal shareholder services to
customers who may from time to time  directly or beneficially own shares of  the
Funds.  The distribution assistance and continuing personal shareholder services
to be rendered by dealers under the Shareholder Service Agreements may  include,
but  shall  not be  limited to,  the  following: distributing  sales literature;
answering routine customer inquiries concerning the Fund; assisting customers in
changing dividend options, account designations and addresses, and in  enrolling
in  any  of several  special  investment plans  offered  in connection  with the
purchase of the Fund's shares; assisting in the establishment and maintenance of
customer accounts and records and in  the processing of purchase and  redemption
transactions;   investing   dividends  and   any  capital   gains  distributions
automatically in the  Fund's shares;  and providing such  other information  and
services as the Fund or the customer may reasonably request.
 
                  Statement of Additional Information Page 25
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
Under  the Plans, in addition to  the Shareholder Service Agreements authorizing
payments  to  selected  dealers,  banks  may  enter  into  Shareholder   Service
Agreements authorizing payments under the Plans to be made to banks that provide
services  to  their  customers  who  have  purchased  shares.  Services provided
pursuant to Shareholder Service Agreements with banks may include some or all of
the following:  answering  shareholder  inquiries regarding  the  Fund  and  the
Company;  performing  sub-accounting; establishing  and  maintaining shareholder
accounts and records; processing customer purchase and redemption  transactions;
providing  periodic statements showing  a shareholder's account  balance and the
integration of such statements with those of other transactions and balances  in
the  shareholder's other  accounts serviced  by the  bank; forwarding applicable
prospectuses, proxy statements,  reports and  notices to bank  clients who  hold
Fund  shares; and such other administrative  services as the Fund reasonably may
request, to  the extent  permitted by  applicable statute,  rule or  regulation.
Similar  agreements  may  be permitted  under  the Plans  for  institutions that
provide recordkeeping for and administrative services to 401(k) plans.
 
Financial intermediaries and any other  person entitled to receive  compensation
for selling Fund shares may receive different compensation for selling shares of
one particular class over another.
 
Under  a Shareholder Service Agreement, the Fund agrees to pay periodically fees
to selected dealers and other institutions who render the foregoing services  to
their  customers. The fees payable under a Shareholder Service Agreement will be
calculated at the end of each payment  period for each business day of the  Fund
during  such period at the  annual rate of 0.25% of  the average daily net asset
value of  the  Fund's  shares  purchased  or  acquired  through  exchange.  Fees
calculated  in this manner shall be paid only to those selected dealers or other
institutions who are dealers or institutions of record at the close of  business
on  the last business  day of the  applicable payment period  for the account in
which the Fund's shares are held.
 
Payments pursuant to the Plans are subject to any applicable limitations imposed
by rules of the National Association  of Securities Dealers, Inc. ("NASD").  The
Plans  conform to  rules of the  NASD by  limiting payments made  to dealers and
other  financial  institutions  who  provide  continuing  personal   shareholder
services  to their customers who purchase and own  shares of the Fund to no more
than 0.25% per annum of the average daily net assets of the Fund attributable to
the customers of such dealers or  financial institutions, and by imposing a  cap
on  the total  sales charges, including  asset-based sales charges,  that may be
paid by the Fund and its respective classes.
 
AIM Distributors does not act as principal, but rather as agent for the Fund, in
making dealer  incentive and  shareholder servicing  payments under  the  Plans.
These payments are an obligation of the Fund and not of AIM Distributors.
 
The  following  table  discloses  payments  made by  the  Fund  to  their former
distributor, GT Global, Inc. ("GT Global")  under the Fund's prior Plans  during
the Fund's last fiscal year:
 
<TABLE>
<CAPTION>
                                                                                  CLASS A        CLASS B
                                                                                AMOUNT PAID    AMOUNT PAID
                                                                               -------------  --------------
<S>                                                                            <C>            <C>
Year ended Oct. 31, 1997.....................................................  $   1,011,259  $   1,587,737
</TABLE>
 
   
In  approving the Plans, the Directors determined that each Plan was in the best
interests of the shareholders of the Fund. Agreements related to the Plans  must
also  be approved  by such vote  of the  Directors, including a  majority of the
Directors who are  not "interested persons"  of the Company  (as defined in  the
1940  Act)  and  who have  no  direct  or indirect  financial  interests  in the
operations of the plans, or in any agreement related thereto.
    
 
   
Each Plan requires that,  at least quarterly, the  Directors review the  amounts
expended thereunder and the purposes for which such expenditures were made. Each
Plan requires that so long as they are in effect the selection and nomination of
Directors  who are not "interested persons" of  the Company will be committed to
the discretion of the Directors who are not "interested persons" of the Company,
as defined in the 1940 Act.
    
 
   
As discussed in the Prospectus, AIM Distributors collects sales charges on sales
of Class A  shares of  the Fund,  retains certain  amounts of  such charges  and
reallows  other amounts of such charges to broker/dealers which sell shares. The
following table reviews the extent  of such activity on  the part of GT  Global,
the Fund's former distributor, for the Fund during the periods shown:
    
 
<TABLE>
<CAPTION>
                                                                                SALES CHARGES    AMOUNTS       AMOUNTS
YEAR ENDED OCT. 31,                                                               COLLECTED     RETAINED      REALLOWED
- ------------------------------------------------------------------------------  -------------  -----------  -------------
<S>                                                                             <C>            <C>          <C>
1997..........................................................................   $   168,598   $    50,871  $     117,727
1996..........................................................................       262,651        98,352        164,299
1995..........................................................................     2,082,087       291,788      1,790,299
</TABLE>
 
                  Statement of Additional Information Page 26
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
   
AIM  Distributors  receives  any  contingent  deferred  sales  charges ("CDSCs")
payable with  respect to  redemptions of  Class  B shares  and certain  Class  A
shares. For the fiscal year ended October 31, 1997, GT Global, the Fund's former
distributor,  collected CDSCs  in the  amount of  $923,769. For  the fiscal year
ended October  31, 1996,  GT Global,  the Fund's  former distributor,  collected
CDSCs  in the amount of $843,024. For the fiscal year ended October 31, 1995, GT
Global collected CDSCs in  the amount of $760,248.  Purchases of Class A  shares
exceeding  $500,000 may  be subject to  a contingent deferred  sales charge upon
redemption.
    
 
TRANSFER AGENCY AND ACCOUNTING AGENCY SERVICES
The Transfer  Agent  has  been  retained by  the  Fund  to  perform  shareholder
servicing,  reporting and  general transfer  agent functions  for the  Fund. For
these services, the Transfer Agent receives 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.
The Transfer Agent is also reimbursed by the Fund for its out-of-pocket expenses
for such  items as  postage,  forms, telephone  charges, stationary  and  office
supplies. The Sub-adviser serves as the Fund's pricing and accounting agent. For
the  fiscal years ended October  31, 1995 and October  31, 1996, and October 31,
1997 the  Fund paid  accounting services  fees to  the Sub-adviser  of  $24,138,
$86,436 and $90,733 respectively.
 
EXPENSES OF THE FUND
The Fund pays all expenses not assumed by AIM, the Sub-adviser, AIM Distributors
and  other  agents.  These  expenses  include,  in  addition  to  the  advisory,
distribution, transfer agency, pricing and accounting agency and brokerage  fees
discussed  above,  legal and  audit expenses,  custodian fees,  directors' fees,
organizational  fees,  fidelity  bond  and  other  insurance  premiums,   taxes,
extraordinary  expenses and  the expenses  of reports  and prospectuses  sent to
existing investors.  The allocation  of general  Company expenses  and  expenses
shared  by the Fund and other funds organized  as series of the Company with one
another are allocated on a basis deemed  fair and equitable, which may be  based
on  the relative net assets of the Fund  or the nature of the services performed
and relative applicability to the  Fund. Expenditures, including costs  incurred
in  connection  with the  purchase or  sale of  portfolio securities,  which are
capitalized  in  accordance  with   generally  accepted  accounting   principles
applicable  to investment companies, are accounted  for as capital items and not
as expenses. The ratio of the Fund's expenses to its relative net assets can  be
expected  to be  higher than  the expense  ratios of  funds investing  solely in
domestic securities,  since  the cost  of  maintaining the  custody  of  foreign
securities and the rate of investment management fees paid by the Fund generally
are higher than the comparable expenses of such other funds.
 
- --------------------------------------------------------------------------------
 
                            VALUATION OF FUND SHARES
 
- --------------------------------------------------------------------------------
 
   
As  described in the Prospectus,  the Fund's net asset  value per share for each
class of  shares is  determined at  the close  of regular  trading on  the  NYSE
(currently  4:00 p.m. Eastern Time) (unless  weather, equipment failure or other
factors contribute to an earlier closing time) on each day for which the NYSE is
open for business. Currently, the NYSE is closed on weekends and on certain days
relating to the  following holidays:  New Year's  Day, Martin  Luther King  Day,
President's  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving Day and Christmas Day.
    
 
Equity securities, including ADRs, ADSs, CDRs,  GDRs and EDRs, which are  traded
on  stock exchanges are valued  at the last sale price  on the exchange on 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 the  Sub-adviser to be the
primary market. Securities traded in  the over-the-counter market are valued  at
the last available bid price prior to the time of valuation.
 
Long-term  debt obligations are valued at  the mean of representative quoted bid
and asked prices for such  securities or, if such  prices are not available,  at
prices  for securities of  comparable maturity, quality  and type; however, when
the Sub-adviser deems it appropriate, prices  obtained for the day of  valuation
from  a  bond pricing  service  will be  used.  Short-term debt  investments are
amortized to  maturity  based  on  their cost,  adjusted  for  foreign  exchange
translation, provided such valuations represent fair value.
 
Options  on indices, securities and currencies  purchased by the Fund are valued
at their last bid  price in the case  of listed options or,  in the case of  OTC
options,  at the average of  the last bid prices  obtained from dealers unless a
quotation from
 
                  Statement of Additional Information Page 27
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
only one dealer is  available, in which  case only that  dealer's price will  be
used.  The value  of each  security denominated  in a  currency other  than U.S.
dollars will be translated into U.S. dollars at the prevailing exchange rate  as
determined  by the Sub-adviser  on that day. When  market quotations for futures
and options on futures held by  the Fund are readily available, those  positions
will be valued based upon such quotations.
 
   
Securities  and  other  assets  for  which  market  quotations  are  not readily
available are valued at fair value as  determined in good faith by or under  the
direction  of the Company's Board of Directors. The valuation procedures applied
in any  specific  instance  are likely  to  vary  from case  to  case.  However,
consideration  is generally  given to the  financial position of  the issuer and
other fundamental analytical data relating to  the investment and to the  nature
of the restrictions on disposition of the securities (including any registration
expenses  that might be borne by the  Fund in connection with such disposition).
In addition, specific factors are also generally considered, such as the cost of
the investment, the  market value  of any  unrestricted securities  of the  same
class  (both at the time of purchase and  at the time of valuation), the size of
the holding, the  prices of any  recent transactions or  offers with respect  to
such securities and any available analysts' reports regarding the issuer.
    
 
The  fair value  of any  other assets is  added to  the value  of all securities
positions to  arrive  at  the value  of  the  Fund's total  assets.  The  Fund's
liabilities,  including  accruals  for  expenses, are  deducted  from  its total
assets. Once the total  value of the  Fund's net assets  is so determined,  that
value  is  then divided  by the  total number  of shares  outstanding (excluding
treasury shares), and the result, rounded to  the nearer cent, is the net  asset
value per share.
 
   
Any  assets or liabilities initially denominated  in terms of foreign currencies
are translated into U.S. dollars at the official exchange rate or at the mean of
the current bid and asked prices of such currencies against the U.S. dollar last
quoted by a major  bank that is  a regular participant  in the foreign  exchange
market  or on the basis of a pricing  service that takes into account the quotes
provided by a  number of such  major banks.  If none of  these alternatives  are
available  or none are deemed to provide a suitable methodology for converting a
foreign currency into U.S.  dollars, the Board of  Directors in good faith  will
establish a conversion rate for such currency.
    
 
   
Latin  American securities trading may  not take place on  all days on which the
NYSE is open. Further, trading takes place in various foreign markets on days on
which the NYSE  is not  open. Consequently, the  calculation of  the Fund's  net
asset  value may not take place  contemporaneously with the determination of the
prices of securities held by the Fund. Events affecting the values of  portfolio
securities that occur between the time their prices are determined and the close
of  regular trading on  the NYSE will not  be reflected in  the Fund's net asset
value unless the Sub-adviser,  under the supervision of  the Company's Board  of
Directors,  determines  that the  particular event  would materially  affect net
asset value.  As a  result, the  Fund's  net asset  value may  be  significantly
affected  by such trading on  days when a shareholder  cannot purchase or redeem
shares of the Fund.
    
 
                  Statement of Additional Information Page 28
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
                 INFORMATION RELATING TO SALES AND REDEMPTIONS
 
- --------------------------------------------------------------------------------
 
PAYMENT AND TERMS OF OFFERING
Payment for Class A  or Class B shares  purchased should accompany the  purchase
order,  or  funds should  be wired  to the  Transfer Agent  as described  in the
Prospectus. Payment for Fund shares, other  than by wire transfer, must be  made
by  check or money  order drawn on a  U.S. bank. Checks or  money orders must be
payable in U.S. dollars.
 
   
As a condition of this offering, if an order to purchase either class of  shares
is  cancelled due to  nonpayment (for example,  because a check  is returned for
insufficient funds), the person who made  the order will be responsible for  any
loss  incurred by the Fund by reason of such cancellation, and if such purchaser
is a shareholder, the Fund shall have the authority as agent of the  shareholder
to redeem shares in his or her account at their then-current net asset value per
share  to reimburse  the Fund  for the  loss incurred.  Investors whose purchase
orders have been  cancelled due  to nonpayment  may be  prohibited from  placing
future orders.
    
 
The  Fund  reserves the  right  at any  time to  waive  or increase  the minimum
requirements applicable to initial or subsequent investments with respect to any
person or class of persons.  An order to purchase shares  is not binding on  the
Fund  until it  has been confirmed  in writing  by the Transfer  Agent (or other
arrangements made with the Fund, in  the case of orders utilizing wire  transfer
of funds, as described above) and payment has been received. To protect existing
shareholders,  the Fund reserves the right to reject any offer for a purchase of
shares by any individual.
 
AUTOMATIC INVESTMENT PLAN -- CLASS A SHARES AND CLASS B SHARES
To establish  participation in  the Fund's  Automatic Investment  Plan  ("AIP"),
investors  or their broker/dealers should specify whether the investment will be
in Class A  shares or Class  B shares and  send the following  documents to  the
Transfer Agent: (1) an AIP Application; (2) a Bank Authorization Form; and (3) a
voided  personal check from the pertinent  bank account. The necessary forms are
provided at the back of the Fund's Prospectus. Provided that an investor's  bank
accepts  the Bank  Authorization Form, investment  amounts will be  drawn on the
designated dates (monthly on the 25th day or beginning quarterly on the 25th day
of the  month  the  investor  first  selects) in  order  to  purchase  full  and
fractional  shares of the Fund  at the public offering  price determined on that
day. If the  25th day falls  on a Saturday,  Sunday or holiday,  shares will  be
purchased  on the next business day. If  an investor's check is returned because
of insufficient funds, a stop  payment order or the  account is closed, the  AIP
may  be discontinued, and any share purchase made upon deposit of such check may
be cancelled. Furthermore, the shareholder will be liable for any loss  incurred
by the Fund by reason of such cancellation. Investors should allow one month for
the  establishment of an AIP. An AIP may  be terminated by the Transfer Agent or
the Fund upon thirty  days' written notice  or by the  participant, at any  time
without penalty, upon written notice to the Fund or the Transfer Agent.
 
LETTER OF INTENT -- CLASS A SHARES
A Letter of Intent ("LOI") is not a binding obligation to purchase the indicated
amount.  While Class A shares are held in  escrow under an LOI to ensure payment
of applicable sales charges  if the indicated amount  is not met, all  dividends
and  other distributions on the escrowed shares will be reinvested in additional
Class A shares or paid in cash, as specified by the shareholder. If the intended
investment is  not completed  within the  specified thirteen-month  period,  the
purchaser must remit to AIM Distributors the difference between the sales charge
actually paid and the sales charge which would have been applicable if the total
Class  A purchases had been made at a single time. If this amount is not paid to
AIM Distributors  within  twenty days  after  written request,  the  appropriate
number  of  escrowed  shares will  be  redeemed  and the  proceeds  paid  to AIM
Distributors.
 
Any investor that  entered into a  LOI prior to  June 1, 1998,  under which  the
indicated  amount is not met, will be  subject to the sales charge schedule that
was in effect when the LOI was entered into.
 
A registered investment adviser,  trust company or  trust department seeking  to
execute  an LOI  as a single  purchaser with  respect to accounts  over which it
exercises investment discretion is required  to provide the Transfer Agent  with
information establishing that it has discretionary authority with respect to the
money invested (e.g., by providing a copy of the
 
                  Statement of Additional Information Page 29
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
pertinent  investment  advisory agreement).  Class  A shares  purchased  in this
manner must be registered  with the Transfer Agent  so that only the  investment
adviser,  trust company or trust department,  and not the beneficial owner, will
be able to place purchase, redemption and exchange orders.
 
   
INDIVIDUAL RETIREMENT ACCOUNTS ("IRAS") AND OTHER TAX-DEFERRED PLANS
    
Class A or Class B shares may  be purchased as the underlying investment for  an
IRA  meeting the requirements  of sections 408(a),  408A or 530  of the Internal
Revenue Code of 1986, as amended  ("Code"), as well as for qualified  retirement
plans  described in Code Section 401  and custodial accounts complying with Code
Section 403(b)(7).
 
IRAS: If you have earned income from employment (including self-employment), you
can contribute each year to an IRA up  to the lesser of (1) $2,000 for  yourself
or  $4,000  for  you and  your  spouse,  regardless of  whether  your  spouse is
employed, or (2) 100% of compensation. Some  individuals may be able to take  an
income tax deduction for the contribution. Regular contributions may not be made
for  the year  you become 70  1/2 or  thereafter. Unless your  and your spouse's
earnings exceed  a certain  level, you  also may  establish an  "education  IRA"
and/or  a "Roth  IRA." Although  contributions to  these new  types of  IRAs are
nondeductible,  withdrawals   from  them   will   be  tax-free   under   certain
circumstances.  Please  consult  your  tax  adviser  for  more  information. IRA
applications are available from brokers or AIM Distributors.
 
ROLLOVER IRAS: Individuals who  receive distributions from qualified  retirement
plans  (other than  required distributions) and  who wish to  keep their savings
growing tax-deferred  can  roll  over  (or make  a  direct  transfer  of)  their
distribution  to a  Rollover IRA. These  accounts can also  receive rollovers or
transfers from an existing  IRA. If an "eligible  rollover distribution" from  a
qualified  employer-sponsored retirement plan is not  directly rolled over to an
IRA (or  certain  qualified plans),  withholding  at the  rate  of 20%  will  be
required  for federal income tax purposes.  A distribution from a qualified plan
that is not an "eligible  rollover distribution," including a distribution  that
is  one of series of substantially equal periodic payments, generally is subject
to regular wage withholding or withholding at the rate of 10% (depending on  the
type  and  amount  of  the  distribution), unless  you  elect  not  to  have any
withholding apply. Please consult your tax adviser for more information.
 
SEP-IRAS: Simplified  employee  pension  plans ("SEPs"  or  "SEP-IRAs")  provide
self-employed  individuals (and any eligible employees) with benefits similar to
Keogh plans (I.E.,  self-employed individual retirement  plans) or Code  Section
401(k)   plans,  but  with  fewer   administrative  requirements  and  therefore
potentially lower annual administration expenses.
 
CODE SECTION 403(b)(7) CUSTODIAL ACCOUNTS: Employees of public schools and  most
other  tax-exempt organizations can make  pre-tax salary reduction contributions
to these accounts.
 
PROFIT-SHARING  (INCLUDING   SECTION   401(k))  AND   MONEY   PURCHASE   PENSION
PLANS:  Corporations  and other  employers can  sponsor these  qualified defined
contribution plans  for  their employees.  A  Section  401(k) plan,  a  type  of
profit-sharing  plan, additionally permits the eligible, participating employees
to make  pre-tax salary  reduction  contributions to  the  plan (up  to  certain
limits).
 
SIMPLE  PLANS: Employers with  no more than  100 employees that  do not maintain
another retirement  plan  may  establish  a Savings  Incentive  Match  Plan  for
Employees  ("SIMPLE") either  as separate  IRAs or as  part of  a Section 401(k)
plan. SIMPLEs are not  subject to the  complicated nondiscrimination rules  that
generally apply to qualified retirement plans.
 
EXCHANGES BETWEEN FUNDS
   
Shares  of the Fund  may be exchanged  for shares of  the corresponding class of
other  AIM/GT  Funds,  based  on  their  respective  net  asset  values  without
imposition  of any sales  charges, provided the  registration remains identical.
The exchange privilege  is not  an option  or right  to purchase  shares but  is
permitted  under  the  current  policies of  the  respective  AIM/GT  Funds. The
privilege may be discontinued or changed at any time by any of those funds  upon
sixty days' written notice to the shareholders of the fund and is available only
in  states  where the  exchange may  be made  legally. Before  purchasing shares
through the exercise of the exchange privilege, a shareholder should obtain  and
read  a copy of the  prospectus of the fund to  be purchased and should consider
its investment objective(s).
    
 
SALES CHARGE WAIVERS FOR SHARES PURCHASED PRIOR TO JUNE 1, 1998
   
Class A shares that are subject to  a contingent deferred sales charge and  that
were  purchased before June 1,  1998 are entitled to  the following waivers from
the contingent deferred sales charge otherwise due upon redemption: (1)  minimum
required  distributions made in connection with  an IRA, Keogh Plan or custodial
account under Section  403(b) of  the Code  or other  retirement plan  following
attainment  of age  70 1/2;  (2) total or  partial redemptions  resulting from a
distribution
    
 
                  Statement of Additional Information Page 30
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
   
following  retirement  in  the   case  of  a  tax-qualified   employer-sponsored
retirement  plan; (3)  when a  redemption results from  a tax-free  return of an
excess contribution pursuant to Section 408(d)(4) or (5) of the Code or from the
death or disability  of the  employee; (4)  redemptions pursuant  to the  Fund's
right  to  liquidate  a  shareholder's  account  involuntarily;  (5) redemptions
pursuant to  distributions from  a tax-qualified  employer-sponsored  retirement
plan,  which is invested in AIM/GT Funds, which are permitted to be made without
penalty pursuant to  the Code,  other than  tax-free rollovers  or transfers  of
assets,  and  the  proceeds  of  which  are  reinvested  in  AIM/GT  Funds;  (6)
redemptions made  in  connection  with  participant-directed  exchanges  between
options  in an  employer-sponsored benefit  plan; (7)  redemptions made  for the
purpose of providing cash  to fund a  loan to a  participant in a  tax-qualified
retirement plan; (8) redemptions made in connection with a distribution from any
retirement  plan or account that is  permitted in accordance with the provisions
of Section 72(t)(2) of the Code, and the regulations promulgated thereunder; (9)
redemptions made in connection with a  distribution from any retirement plan  or
account  that  involves the  return  of an  excess  deferral amount  pursuant to
Section 401(k)(8) or  Section 402(g)(2) of  the Code; (10)  redemptions made  in
connection  with a distribution  from a qualified  profit-sharing or stock bonus
plan described in  Section 401(k) of  the Code to  a participant or  beneficiary
under Section 401(k)(2)(B)(IV) of the Code upon hardship of the covered employee
(determined  pursuant to Treasury Regulation Section 1.401(k)-1(d)(2)); and (11)
redemptions made by or for the benefit of certain states, counties or cities, or
any instrumentalities, departments  or authorities thereof  where such  entities
are  prohibited  or limited  by applicable  law  from paying  a sales  charge or
commission.
    
 
   
Class B  shares purchased  before June  1,  1998 are  subject to  the  following
waivers  from the contingent deferred sales charge otherwise due upon redemption
in addition to the waivers provided for redemptions of currently issued Class  B
shares  as  described  in  the  Prospectus:  (1)  total  or  partial redemptions
resulting  from  a  distribution   following  retirement  in   the  case  of   a
tax-qualified  employer-sponsored retirement; (2) minimum required distributions
made in connection with  an IRA, Keogh Plan  or custodial account under  Section
403(b)  of the Code or other retirement plan following attainment of age 70 1/2;
(3) a one-time reinvestment in Class B shares  of the Fund within 180 days of  a
prior redemption; (4) redemptions pursuant to distributions from a tax-qualified
employer-sponsored retirement plan, which is invested in AIM/GT Funds, which are
permitted  to be made without penalty pursuant  to the Code, other than tax-free
rollovers or transfers of  assets, and the proceeds  of which are reinvested  in
AIM/GT  Funds;  (5)  redemptions made  in  connection  with participant-directed
exchanges between options in an employer-sponsored benefit plan; (6) redemptions
made for the  purpose of providing  cash to fund  a loan to  a participant in  a
tax-qualified  retirement  plan;  (7)  redemptions  made  in  connection  with a
distribution from any retirement plan or account that is permitted in accordance
with the  provisions  of Section  72(t)(2)  of  the Code,  and  the  regulations
promulgated  thereunder; (8) redemptions made  in connection with a distribution
from a qualified profit-sharing or stock bonus plan described in Section  401(k)
of  the Code to  a participant or beneficiary  under Section 401(k)(2)(B)(IV) of
the Code upon hardship of the covered employee (determined pursuant to  Treasury
Regulation  Section 1.401(k)-1(d)(2));  and (9) redemptions  made by  or for the
benefit of  certain  states,  counties  or  cities,  or  any  instrumentalities,
departments or authorities thereof where such entities are prohibited or limited
by applicable law from paying a sales charge or commission.
    
 
TELEPHONE REDEMPTIONS
A  corporation or partnership  wishing to utilize  telephone redemption services
must submit a "Corporate Resolution" or "Certificate of Partnership"  indicating
the names, titles and the required number of signatures of persons authorized to
act  on  its  behalf.  The  certificate must  be  signed  by  a  duly authorized
officer(s), and,  in the  case of  a  corporation, the  corporate seal  must  be
affixed. All shareholders may request that redemption proceeds be transmitted by
bank  wire upon request directly to the shareholder's predesignated account at a
domestic bank or savings institution if the proceeds are at least $500. Costs in
connection with  the administration  of this  service, including  wire  charges,
currently  are borne by the  Fund. Proceeds of less than  $500 will be mailed to
the shareholder's registered address of record. The Fund and the Transfer  Agent
reserve  the right to refuse any  telephone instructions and may discontinue the
aforementioned redemption options upon fifteen days' written notice.
 
SYSTEMATIC WITHDRAWAL PLAN
Shareholders owning Class A or  Class B shares with a  value of $10,000 or  more
may  establish a Systematic Withdrawal Plan  ("SWP"). Under a SWP, a shareholder
will receive monthly or quarterly payments, in amounts of not less than $100 per
payment, through the automatic redemption of  the necessary number of shares  on
the designated dates (monthly on the 25th day or beginning quarterly on the 25th
day  of  the month  the investor  first selects).  If  the 25th  day falls  on a
Saturday, Sunday  or  holiday, the  redemption  will  take place  on  the  prior
business  day. Certificates, if any, for the  shares being redeemed must be held
by the Transfer Agent. Checks will  be made payable to the designated  recipient
and  mailed within  seven days.  If the recipient  is other  than the registered
shareholder, the signature  of each shareholder  must be guaranteed  on the  SWP
application  (see "How to  Redeem Shares" in the  Prospectus). A corporation (or
partnership) also must submit
 
                  Statement of Additional Information Page 31
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
a "Corporation  Resolution" or  "Certification  of Partnership"  indicating  the
names, titles and signatures of the individuals authorized to act on its behalf,
and  the SWP application must be signed  by a duly authorized officer(s) and the
corporate seal affixed.
 
With respect to a SWP, the maximum  annual SWP withdrawal is 12% of the  initial
account  value.  Withdrawals  in excess  of  12%  of the  initial  account value
annually may result  in assessment of  a contingent deferred  sales charge.  See
"How to Invest" in the Prospectus.
 
Shareholders should be aware that such systematic withdrawals may deplete or use
up entirely the initial investment and result in the realization of long-term or
short-term capital gains or losses. The SWP may be terminated at any time by the
Transfer  Agent or the Fund upon thirty days' written notice or by a shareholder
upon written notice to the Fund or the Transfer Agent. Applications and  further
details  regarding establishment of a SWP are provided at the back of the Fund's
Prospectus.
 
SUSPENSION OF REDEMPTION PRIVILEGES
The Fund may suspend redemption privileges  or postpone the date of payment  for
more  than seven days after a redemption order is received during any period (1)
when the NYSE is  closed other than customary  weekend and holiday closings,  or
trading  on the NYSE is restricted as directed by the SEC, (2) when an emergency
exists, as defined by the SEC, which makes it not reasonably practicable for the
Fund to dispose of securities  owned by it or fairly  to determine the value  of
its assets, or (3) as the SEC may otherwise permit.
 
REDEMPTIONS IN KIND
   
It  is possible  that conditions  may arise  in the  future which  would, in the
opinion of the Company's Board of Directors, make it undesirable for the Fund to
pay for all redemptions in cash. In such cases, the Board may authorize  payment
to  be made  in portfolio  securities or other  property of  the Fund, so-called
"redemptions in kind." Payment  of redemptions in kind  will be made in  readily
marketable  securities.  Such  securities  would be  valued  at  the  same value
assigned to  them in  computing  the net  asset  value per  share.  Shareholders
receiving  such  securities  would incur  brokerage  costs in  selling  any such
securities so received. However,  despite the foregoing,  the Company has  filed
with  the SEC an election pursuant to Rule  18f-1 under the 1940 Act. This means
that the  Fund  will  pay in  cash  all  requests for  redemption  made  by  any
shareholder of record, limited in amount with respect to each shareholder during
any  ninety-day period to the lesser of $250,000 or 1% of the net asset value of
the Fund at the beginning of such  period. This election will be irrevocable  so
long  as Rule 18f-1 remains in effect,  unless the SEC by order upon application
permits the withdrawal of such election.
    
 
                  Statement of Additional Information Page 32
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
                                     TAXES
 
- --------------------------------------------------------------------------------
 
GENERAL
To continue to qualify for treatment  as a regulated investment company  ("RIC")
under  the Code, the Fund  must distribute to its  shareholders for each taxable
year at least 90% of its investment company taxable income (consisting generally
of net investment income, net short-term capital gain and net gains from certain
foreign  currency  transactions)  ("Distribution  Requirement")  and  must  meet
several  additional requirements. These requirements  include the following: (1)
the Fund must derive  at least 90%  of its gross income  each taxable year  from
dividends,  interest, payments with  respect to securities  loans and gains from
the sale or  other disposition  of securities  or foreign  currencies, or  other
income (including gains from options, Futures or Forward Contracts) derived with
respect  to its business of investing in securities or those currencies ("Income
Requirement"); (2) at the close of each  quarter of the Fund's taxable year,  at
least  50% of the value of its total assets must be represented by cash and cash
items,  U.S.  government  securities,  securities   of  other  RICs  and   other
securities,  with these other securities limited,  in respect of any one issuer,
to an amount that does not exceed 5% of the value of the Fund's total assets and
that does  not  represent more  than  10%  of the  issuer's  outstanding  voting
securities; and (3) at the close of each quarter of the Fund's taxable year, not
more  than 25% of  the value of its  total assets may  be invested in securities
(other than U.S. government securities or  the securities of other RICs) of  any
one issuer.
 
Dividends  and  other distributions  declared  by the  Fund  in, and  payable to
shareholders of record as  of a date  in, October, November  or December of  any
year  will  be  deemed  to have  been  paid  by  the Fund  and  received  by the
shareholders on December 31 of  that year if the  distributions are paid by  the
Fund  during  the following  January. Accordingly,  those distributions  will be
taxed to shareholders for the year in which that December 31 falls.
 
A portion of  the dividends from  the Fund's investment  company taxable  income
(whether  paid in cash or  reinvested in additional shares)  may be eligible for
the dividends-received deduction allowed  to corporations. The eligible  portion
may  not  exceed  the  aggregate  dividends  received  by  the  Fund  from  U.S.
corporations.  However,  dividends  received  by  a  corporate  shareholder  and
deducted  by  it  pursuant  to  the  dividends-received  deduction  are  subject
indirectly to the alternative minimum tax.
 
If Fund shares are sold at a loss  after being held for six months or less,  the
loss  will be treated as  long-term, instead of short-term,  capital loss to the
extent of any  capital gain  distributions received on  those shares.  Investors
also should be aware that if shares are purchased shortly before the record date
for  any dividend or other distribution, the shareholder will pay full price for
the shares and receive some portion of the price back as a taxable distribution.
 
The Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to  the
extent  it fails to distribute by the end of any calendar year substantially all
of its  ordinary income  for  that year  and capital  gain  net income  for  the
one-year period ending on October 31 of that year, plus certain other amounts.
 
FOREIGN TAXES
Dividends  and interest received by the Fund, and gains realized thereby, may be
subject to income, withholding, or other taxes imposed by foreign countries  and
U.S.  possessions ("foreign  taxes") that  would reduce  the yield  and/or total
return on  its securities.  Tax conventions  between certain  countries and  the
United  States may reduce or eliminate  foreign taxes, however, and many foreign
countries do not  impose taxes  on capital gains  in respect  of investments  by
foreign  investors. If more than 50% of the  value of the Fund's total assets at
the close of its  taxable year consists of  securities of foreign  corporations,
the  Fund  will be  eligible to,  and may,  file an  election with  the Internal
Revenue Service that  will enable its  shareholders, in effect,  to receive  the
benefit  of the foreign tax credit with respect to any foreign taxes paid by it.
Pursuant to the election, the Fund would treat those taxes as dividends paid  to
its  shareholders and each shareholder would be required to (1) include in gross
income, and treat as paid by him, his share of those taxes, (2) treat his  share
of  those taxes and of any dividend paid by the Fund that represents income from
foreign and U.S. possessions  sources as his own  income from those sources  and
(3)  either deduct the taxes deemed paid  by him in computing his taxable income
or, alternatively, use the foregoing information in calculating the foreign  tax
credit  against his federal income tax. The Fund will report to its shareholders
shortly after each taxable  year their respective shares  of the Fund's  foreign
taxes  and income from sources within  foreign countries and U.S. possessions if
it makes this election. Pursuant to the Taxpayer Relief Act of 1997 ("Tax Act"),
individuals who have no more than $300 ($600 for married persons filing jointly)
of creditable  foreign taxes  included on  Form 1099  and all  of whose  foreign
source  income  is  "qualified  passive  income"  may  elect  each  year  to  be
 
                  Statement of Additional Information Page 33
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
exempt from the extremely complicated foreign tax credit limitation and will  be
able to claim a foreign tax credit without having to file the detailed Form 1116
that otherwise is required.
 
PASSIVE FOREIGN INVESTMENT COMPANIES
The  Fund  may invest  in the  stock of  "passive foreign  investment companies"
("PFICs"). A PFIC is a foreign  corporation -- other than a "controlled  foreign
corporation"  (I.E.,  a foreign  corporation  in which,  on  any day  during its
taxable year,  more than  50% of  the total  voting power  of all  voting  stock
therein  or the total value of all  stock therein is owned, directly, indirectly
or constructively, by  "U.S. shareholders,"  defined as U.S.  persons that  own,
directly, indirectly or constructively, at least 10% of that voting power) as to
which  the Fund is a U.S. shareholder  (effective for its taxable year beginning
November 1, 1998) -- that, in general, meets either of the following tests:  (1)
at least 75% of its gross income is passive or (2) an average of at least 50% of
its  assets produce, or  are held for  the production of,  passive income. Under
certain circumstances,  the Fund  will be  subject to  federal income  tax on  a
portion  of  any "excess  distribution" received  on,  or of  any gain  from the
disposition of,  stock of  a PFIC  (collectively "PFIC  income"), plus  interest
thereon,  even if the Fund distributes the  PFIC income as a taxable dividend to
its shareholders. The balance of the PFIC income will be included in the  Fund's
investment  company taxable income and, accordingly,  will not be taxable to the
Fund to the extent it distributes that income to its shareholders.
 
If the Fund  invests in  a PFIC and  elects to  treat the PFIC  as a  "qualified
electing  fund"  ("QEF"),  then  in  lieu  of  the  foregoing  tax  and interest
obligation, the Fund would be  required to include in  income each year its  pro
rata share of the QEF's ordinary earnings and net capital gain (I.E., the excess
of  net long-term capital gain  over net short-term capital  loss) -- which most
likely would have  to be  distributed by the  Fund to  satisfy the  Distribution
Requirement and avoid imposition of the Excise Tax -- even if those earnings and
gain  were not received by the  Fund from the QEF. In  most instances it will be
very difficult, if  not impossible,  to make  this election  because of  certain
requirements thereof.
 
Effective for its taxable year beginning November 1, 1998, the Fund may elect to
"mark-to-market"  its stock in  any PFIC. "Marking-to-market,"  in this context,
means including in ordinary income each taxable year the excess, if any, of  the
fair  market value of the stock over the Fund's adjusted basis therein as of the
end of that year.  Pursuant to the  election, the Fund also  will be allowed  to
deduct  (as an ordinary, not capital, loss)  the excess, if any, of its adjusted
basis in  PFIC stock  over  the fair  market value  thereof  as of  the  taxable
year-end, but only to the extent of any net mark-to-market gains with respect to
that  stock included in income  by the Fund for  prior taxable years. The Fund's
adjusted basis in each PFIC's stock subject to the election will be adjusted  to
reflect  the  amounts  of  income  included  and  deductions  taken  thereunder.
Regulations proposed in 1992  would provide a similar  election with respect  to
the stock of certain PFICs.
 
NON-U.S. SHAREHOLDERS
Dividends  paid by the Fund to a shareholder  who, as to the United States, is a
nonresident alien individual, nonresident alien fiduciary of a trust or  estate,
foreign  corporation  or foreign  partnership ("foreign  shareholder") generally
will be subject to U.S. withholding tax (at a rate of 30% or lower treaty rate).
Withholding will not apply, however, to a dividend paid by the Fund to a foreign
shareholder that is "effectively connected with  the conduct of a U.S. trade  or
business,"  in which case the  reporting and withholding requirements applicable
to domestic shareholders will apply. A  distribution of net capital gain by  the
Fund  to a foreign shareholder generally will  be subject to U.S. federal income
tax (at the rates  applicable to domestic persons)  only if the distribution  is
"effectively  connected" or  the foreign  shareholder is  treated as  a resident
alien individual for federal income tax purposes.
 
OPTIONS, FUTURES AND FOREIGN CURRENCY TRANSACTIONS
The Fund's use of hedging transactions, such as selling (writing) and purchasing
options and Futures and entering into Forward Contracts, involves complex  rules
that  will determine, for federal income tax purposes, the amount, character and
timing of recognition of  the gains and losses  the Fund realizes in  connection
therewith.  Gains  from the  disposition of  foreign currencies  (except certain
gains that  may be  excluded by  future regulations),  and gains  from  options,
Futures  and Forward Contracts derived by the  Fund with respect to its business
of investing in  securities or  foreign currencies will  qualify as  permissible
income under the Income Requirement.
 
   
Futures  and Forward  Contracts that  are subject  to section  1256 of  the Code
(other  than  those  that  are  part  of  a  "mixed  straddle")  ("Section  1256
Contracts")  and  that are  held by  the Fund  at  the end  of its  taxable year
generally will be  deemed to have  been sold at  that time at  market value  for
federal income tax purposes. Sixty percent of any net gain or loss recognized on
these  deemed sales, and  60% of any net  gain or loss  realized from any actual
sales of Section 1256  Contracts, will be treated  as long-term capital gain  or
loss,  and the balance will be treated  as short-term capital gain or loss. That
60% portion  will qualify  for the  reduced maximum  tax rates  on  noncorporate
taxpayers'  net capital gain enacted by the Tax Act -- 20% (10% for taxpayers in
the 15% marginal  tax bracket) for  gain recognized on  capital assets held  for
more  than  18  months  --  instead  of  the  28%  rate  in  effect  before that
legislation,   which    now   applies    to   gain    recognized   on    capital
    
 
                  Statement of Additional Information Page 34
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
assets  held  for more  than  one year  but not  more  than 18  months, although
technical corrections legislation passed by the House of Representatives late in
1997 would treat it as qualifying therefor.
 
Section 988 of the Code also may apply to gains and losses from transactions  in
foreign  currencies, foreign-currency-denominated  debt securities  and options,
Futures and Forward  Contracts on  foreign currencies ("Section  988" gains  and
losses).  Each Section  988 gain  or loss  generally is  computed separately and
treated as ordinary income or loss. In the case of overlap between sections 1256
and 988, special provisions  determine the character and  timing of any  income,
gain  or loss. The Fund attempts to monitor section 988 transactions to minimize
any adverse tax impact.
 
If the Fund has  an "appreciated financial position"  -- generally, an  interest
(including  an interest through an option,  Futures or Forward Contract or short
sale) with respect to any stock, debt instrument (other than "straight debt") or
partnership interest the fair market value  of which exceeds its adjusted  basis
- --  and enters into a  "constructive sale" of the  same or substantially similar
property, the Fund will be treated as  having made an actual sale thereof,  with
the  result  that gain  will be  recognized  at that  time. A  constructive sale
generally consists of a short sale, an offsetting notional principal contract or
Futures or Forward Contract entered  into by the Fund  or a related person  with
respect  to  the same  or substantially  similar property.  In addition,  if the
appreciated financial  position is  itself  a short  sale  or such  a  contract,
acquisition of the underlying property or substantially similar property will be
deemed a constructive sale.
 
The  foregoing  is a  general  and abbreviated  summary  of certain  federal tax
considerations affecting the Fund and  its shareholders. Investors are urged  to
consult their own tax advisers for more detailed information and for information
regarding  any  foreign,  state  and  local  taxes  applicable  to distributions
received from the Fund.
 
- --------------------------------------------------------------------------------
 
                             ADDITIONAL INFORMATION
 
- --------------------------------------------------------------------------------
   
AIM was organized in 1976, and  along with its subsidiaries, manages or  advises
approximately  90 investment  company portfolios  encompassing a  broad range of
investment objectives.  AIM  is a  direct,  wholly owned  subsidiary  of A  I  M
Management  Group  Inc.  ("AIM Management"),  a  holding company  that  has been
engaged in  the  financial  services  business  since  1976.  AIM  is  the  sole
shareholder   of  the  Funds'  principal   underwriter,  AIM  Distributors.  AIM
Management is an indirect wholly owned subsidiary of AMVESCAP PLC, 11 Devonshire
Square, London, EC2M  4YR, England.  AMVESCAP PLC  and its  subsidiaries are  an
independent  investment management group that has  a significant presence in the
institutional and retail segment of the investment management industry in  North
America and Europe, and a growing presence in Asia.
    
 
CUSTODIAN
State  Street  Bank and  Trust Company  ("State  Street"), 225  Franklin Street,
Boston, MA  02110, acts  as custodian  of  the Fund's  assets. State  Street  is
authorized  to  establish  and  has  established  separate  accounts  in foreign
currencies and to cause securities of the  Fund to be held in separate  accounts
outside the United States in the custody of non-U.S. banks.
 
INDEPENDENT ACCOUNTANTS
   
The Funds' independent accountants are Coopers & Lybrand L.L.P., One Post Office
Square,  Boston, MA 02109. Coopers & Lybrand L.L.P. will conduct an annual audit
of the Fund, assists in the preparation  of the Fund's federal and state  income
tax  returns  and  consults with  the  Company and  the  Fund as  to  matters of
accounting, regulatory filings, and federal and state income taxation.
    
 
   
The audited financial statements  of the Company included  in this Statement  of
Additional  Information have been examined by Coopers & Lybrand L.L.P. as stated
in their opinion appearing herein and are included in reliance upon such opinion
given upon the authority of that firm as experts in accounting and auditing.
    
 
   
NAME
    
   
Prior to May  28, 1998,  the Fund  operated under the  name of  GT Global  Latin
America Growth Fund.
    
 
                  Statement of Additional Information Page 35
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
                               INVESTMENT RESULTS
 
- --------------------------------------------------------------------------------
 
STANDARDIZED RETURNS
   
The  Fund's "Standardized Returns," as referred to in the Prospectus (see "Other
Information --  Performance  Information"  in the  Prospectus),  are  calculated
separately  for Class A and Class B shares of the Fund, as follows: Standardized
Return (average  annual total  return ("T"))  is computed  by using  the  ending
redeeming  value ("ERV")  of a hypothetical  initial investment  of $1,000 ("P")
over a period of years ("n") according  to the following formula as required  by
the  SEC: P(1+T)  to the (n)th  power =  ERV. The following  assumptions will be
reflected in computations made in accordance with this formula: (1) for Class  A
shares,  deduction of the maximum sales charge  of 4.75% from the $1,000 initial
investment; (2)  for Class  B  shares, deduction  of the  applicable  contingent
deferred  sales charge imposed  on a redemption  of Class B  shares held for the
period; (3) reinvestment of dividends and other distributions at net asset value
on the reinvestment date determined by the Company's Board of Directors; and (4)
a complete redemption at the end of any period illustrated.
    
 
The Standardized Returns for the Class A and Class B shares of the Fund,  stated
as average annualized total returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                                                             LATIN AMERICA      LATIN AMERICA
PERIOD                                                                                      FUND (CLASS A)     FUND (CLASS B)
- -----------------------------------------------------------------------------------------  -----------------  -----------------
<S>                                                                                        <C>                <C>
Fiscal year ended Oct. 31, 1997..........................................................           3.37%              3.04%
Oct. 31, 1992 through Oct. 31, 1997......................................................           7.01%               n/a
April 1, 1993 (commencement of operations) through Oct. 31, 1997.........................            n/a               5.20%
Aug. 13, 1991 (commencement of operations) through Oct. 31, 1997.........................           7.23%               n/a
</TABLE>
 
NON-STANDARDIZED  RETURNS In addition to Standardized Returns, the Fund may also
include in advertisements, sales literature and shareholder reports other  total
return  performance data ("Non-Standardized Return"). Non-Standardized Return is
calculated separately for  Class A and  Class B shares  of the Fund  and may  be
calculated according to several different formulas. Non-Standardized Returns may
be  quoted for the same or different time periods for which Standardized Returns
are quoted. Non-Standardized  Returns may  or may  not take  sales charges  into
account;  performance data calculated without taking the effect of sales charges
into account will be higher than data including the effect of such charges.
 
Average annual Non-Standardized  Return ("T")  is computed by  using the  ending
redeeming  value ("ERV")  of a hypothetical  initial investment  of $1,000 ("P")
over a period of years ("n") according  to the following formula as required  by
the  SEC: P(1+T)  to the (n)th  power =  ERV. The following  assumptions will be
reflected in computations made in accordance with this formula: (1) no deduction
of sales charges; (2) reinvestment of  dividends and other distributions at  net
asset value on the reinvestment date determined by the Board; and (3) a complete
redemption at the end of any period illustrated.
 
The  average annual Non-Standardized Returns for the  Class A and Class B shares
of the Fund, stated as average  annualized total returns for the periods  shown,
were:
 
<TABLE>
<CAPTION>
                                                                                             LATIN AMERICA      LATIN AMERICA
PERIOD                                                                                      FUND (CLASS A)     FUND (CLASS B)
- -----------------------------------------------------------------------------------------  -----------------  -----------------
<S>                                                                                        <C>                <C>
Fiscal year ended Oct. 31, 1997..........................................................           8.52%              8.04%
Oct. 31, 1991 through Oct. 31, 1997......................................................           8.06%               n/a
April 1, 1993 (commencement of operations) through Oct. 31, 1997.........................            n/a               5.56%
Aug. 13, 1991 (commencement of operations) through Oct. 31, 1997.........................           8.07%               n/a
</TABLE>
 
Aggregate Non-Standardized Return ("T") is computed by using the ending value of
the  account  ("VOA")  of  a hypothetical  initial  investment  of  $1,000 ("P")
according to the  following formula: T  = (VOA/P)-1. Aggregate  Non-Standardized
Return  assumes reinvestment  of dividends and  other distributions  and, as set
forth below, may or may not take sales charges into account.
 
                  Statement of Additional Information Page 36
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
The aggregate Non-Standardized Returns (not  taking sales charges into  account)
for  the Class  A and  Class B  shares of  the Fund,  stated as  aggregate total
returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                                                            LATIN AMERICA    LATIN AMERICA
PERIOD                                                                                     FUND (CLASS A)   FUND (CLASS B)
- -----------------------------------------------------------------------------------------  ---------------  ---------------
<S>                                                                                        <C>              <C>
April 1, 1993 (commencement of operations) through Oct. 31, 1997.........................           n/a            28.14%
Aug. 13, 1991 (commencement of operations) through Oct. 31, 1996.........................         62.00%             n/a
</TABLE>
 
The aggregate Non-Standardized Returns (taking  sales charges into account)  for
the  Class A and B shares of the Fund, stated as aggregate total returns for the
periods shown, were:
 
<TABLE>
<CAPTION>
                                                                                            LATIN AMERICA    LATIN AMERICA
PERIOD                                                                                     FUND (CLASS A)   FUND (CLASS B)
- -----------------------------------------------------------------------------------------  ---------------  ---------------
<S>                                                                                        <C>              <C>
April 1, 1993 (commencement of operations) through Oct. 31, 1997.........................           n/a            26.14%
Aug. 13, 1991 (commencement of operations) through Oct. 31, 1997.........................         54.30%             n/a
</TABLE>
 
IMPORTANT POINTS TO NOTE ABOUT DATA RELATING TO WORLD EQUITY AND BOND MARKETS
The Fund and  AIM Distributors may  from time to  time in advertisements,  sales
literature and reports furnished to present or prospective shareholders, compare
the Fund with the following, among others:
 
        (1)  The Consumer Price Index ("CPI"), which is a measure of the average
    change in prices over time  in a fixed market  basket of goods and  services
    (e.g.,  food, clothing,  shelter, fuels,  transportation fares,  charges for
    doctors' and dentists' services, prescription medicines, and other goods and
    services that people  buy for  day-to-day living). There  is inflation  risk
    which does not affect a security's value but its purchasing power, i.e., the
    risk of changing price levels in the economy that affects security prices or
    the price of goods and services.
 
        (2)  Data  and  mutual fund  rankings  published or  prepared  by Lipper
    Analytical  Data  Services,  Inc.  ("Lipper"),  CDA/Wiesenberger  Investment
    Company  Service  ("CDA/Wiesenberger"),  Morningstar,  Inc. ("Morningstar"),
    Micropal, Inc. and/or other companies that rank and/or compare mutual  funds
    by  overall  performance,  investment  objectives,  assets,  expense levels,
    periods of existence and/or  other factors. In this  regard the Fund may  be
    compared  to  its  "peer  group"  as  defined  by  Lipper, CDA/Wiesenberger,
    Morningstar and/or  other firms,  as  applicable, or  to specific  funds  or
    groups of funds within or outside of such peer group. Lipper generally ranks
    funds  on the basis of total return, assuming reinvestment of distributions,
    but does not take sales charges  or redemption fees into consideration,  and
    is  prepared without regard  to the consequences. In  addition to the mutual
    fund rankings,  the  Fund's  performance  may be  compared  to  mutual  fund
    performance  indices prepared by Lipper. Morningstar is a mutual fund rating
    service  that  also  rates  mutual  funds  on  the  basis  of  risk-adjusted
    performance.  Morningstar ratings are  calculated from a  fund's three, five
    and ten year average annual returns  with appropriate fee adjustments and  a
    risk  factor that reflects fund performance relative to the three-month U.S.
    Treasury bill monthly  returns. Ten percent  of the funds  in an  investment
    category  receive five stars  and 22.5% receive four  stars. The ratings are
    subject to change each month.
 
        (3) Bear  Stearns  Foreign Bond  Index,  which provides  simple  average
    returns for individual countries and gross national product ("GNP") weighted
    index,  beginning in 1975. The  returns are broken down  by local market and
    currency.
 
        (4) Ibbotson  Associates  International  Bond Index,  which  provides  a
    detailed breakdown of local market and currency returns since 1960.
 
        (5) Standard & Poor's 500 Composite Stock Price Index, which is a widely
    recognized  index  composed of  the  capitalization-weighted average  of the
    price of 500 of the largest publicly traded stocks in the U.S.
 
        (6) Dow Jones Industrial Average.
 
        (7) CNBC/Financial News Composite Index.
 
        (8) Morgan Stanley Capital International World Indices, including, among
    others, the Morgan Stanley Capital International Europe, Australia, Far East
    Index ("EAFE Index").  The EAFE  index is an  unmanaged index  of more  than
    1,000 companies in Europe, Australia and the Far East.
 
        (9)  Morgan Stanley Capital International  Latin America Emerging Market
    Indices, including the  Morgan Stanley Emerging  Markets Free Latin  America
    Index (which excludes Mexican banks and securities companies which cannot be
    purchased  by  foreigners) and  the Morgan  Stanley Emerging  Markets Global
    Latin America Index. Both
 
                  Statement of Additional Information Page 37
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
    indices include 60% of the market capitalization of the following countries:
    Argentina, Brazil,  Chile and  Mexico. The  indices are  weighted by  market
    capitalization and are calculated without dividends reinvested.
 
       (10)  Salomon Brothers World  Government Bond Index  and Salomon Brothers
    World Government Bond Index-Non-U.S., each of  which is a widely used  index
    composed of world government bonds.
 
       (11)  The  World  Bank  Publication  of  Trends  in  Developing Countries
    ("TIDE"), which provides brief reports on most of the World Bank's borrowing
    members. The World  Development Report  is published annually  and looks  at
    global   and  regional  economic  trends  and  their  implications  for  the
    developing economies.
 
       (12) Salomon Brothers Global Telecommunications Index, which is  composed
    of telecommunications companies in the developing and emerging countries.
 
       (13)  Datastream and  Worldscope, each  of which  is an  on-line database
    retrieval service  for information,  including international  financial  and
    economic data.
 
       (14)  International  Financial  Statistics,  which  is  produced  by  the
    International Monetary Fund.
 
       (15) Various publications and reports produced by the World Bank and  its
    affiliates.
 
       (16)  Various publications from the International Bank for Reconstruction
    and Development.
 
   
       (17) Various publications  produced by ratings  agencies such as  Moody's
    Investors  Service, Inc., Standard  & Poor's, a  division of The McGraw-Hill
    Companies, Inc. and Fitch.
    
 
       (18) Wilshire Associates, which is an on-line database for  international
    financial  and economic data including performance  measure for a wide range
    of securities.
 
       (19) Bank Rate National Monitor Index, which is an average of the  quoted
    rates for 100 leading banks and thrifts in ten U.S. cities.
 
       (20)  International Financial Corporation ("IFC") Latin American Indices,
    which include 60% of the market capitalization in the covered countries  and
    are   market  weighted.  One  index  includes  dividends  and  one  excludes
    dividends.
 
       (21) Various publications from the Organization for Economic  Cooperation
    and Development ("OECD").
 
       (22)  Average of  savings accounts,  which is a  measure of  all kinds of
    savings deposits, including longer-term certificates. Savings accounts offer
    a guaranteed rate  of return on  principal, but no  opportunity for  capital
    growth.  During a  portion of  the period,  the maximum  rates paid  on some
    savings deposits were fixed by law.
 
Indices, economic and  financial data  prepared by the  research departments  of
various   financial  organizations,  such  as  Salomon  Brothers,  Inc.,  Lehman
Brothers, Merrill  Lynch,  Pierce,  Fenner &  Smith,  Inc.,  Financial  Research
Corporation,  J. P. Morgan, Morgan Stanley, Smith Barney Shearson, S.G. Warburg,
Jardine Flemming,  The Bank  for  International Settlements,  Asian  Development
Bank,  Bloomberg,  L.P.  and  Ibbotson  Associates,  may  be  used  as  well  as
information reported by the Federal Reserve and the respective Central Banks  of
various  nations. In  addition, AIM  Distributors may  use performance rankings,
ratings and commentary reported periodically in national financial publications,
including Money Magazine,  Mutual Fund  Magazine, Smart  Money, Global  Finance,
EuroMoney,  Financial World, Forbes, Fortune,  Business Week, Latin Finance, The
Wall Street  Journal, Emerging  Markets Weekly,  Kiplinger's Guide  To  Personal
Finance,  Barron's,  The Financial  Times, USA  Today, The  New York  Times, Far
Eastern Economic Review, The Economist  and Investors Business Digest. The  Fund
may  compare  its  performance  to  that of  other  compilations  or  indices of
comparable quality to those listed above and other indices that may be developed
and made available in the future.
 
Information  relating  to   foreign  market   performance,  capitalization   and
diversification  is based on sources believed to  be reliable but may be subject
to revision  and  has  not  been  independently verified  by  the  Fund  or  AIM
Distributors.  The  authors  and  publishers  of such  material  are  not  to be
considered as "experts" under the 1933 Act, on account of the inclusion of  such
information herein.
 
A  portion of the performance  figures for each market  includes the positive or
negative effects of the currency exchange rates effective at December 31 of each
year between the U.S. dollar and currency of the foreign market (e.g.,  Japanese
Yen,  German Deutschemark  and Hong  Kong Dollar).  A foreign  currency that has
strengthened or weakened against the  U.S. dollar will positively or  negatively
affect the reported returns, as the case may be.
 
                  Statement of Additional Information Page 38
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
AIM  Distributors  believes that  this information  may  be useful  to investors
considering whether and to  what extent to  diversify their investments  through
the purchase of mutual funds investing in securities on a global basis. However,
this data is not a representation of the past performance of the Fund, nor is it
a  prediction of such performance. The performance of the Funds will differ from
the historical performance of relevant indices. The performance of indices  does
not  take  expenses  into  account,  while  each  Fund  incurs  expenses  in its
operations, which will reduce performance. Each of these factors will cause  the
performance of each Fund to differ from relevant indices.
 
   
From  time to  time, the Fund  and AIM Distributors  may refer to  the number of
shareholders in the  Fund or  the aggregate number  of shareholders  in all  AIM
Funds or the dollar amount of Fund assets under management or rankings by DALBAR
Surveys, Inc. in advertising materials.
    
 
AIM  Distributors believes the  Fund is an  appropriate investment for long-term
investment  goals,  including  funding  retirement,  paying  for  education   or
purchasing  a house. AIM  Distributors may provide  information designed to help
individuals understand  their investment  goals  and explore  various  financial
strategies.  For example,  AIM Distributors  may describe  general principles of
investing, such as  asset allocation,  diversification and  risk tolerance.  The
Fund  does not represent a complete  investment program and the investors should
consider the  Fund as  appropriate for  a portion  of their  overall  investment
portfolio with regard to their long-term investment goals. There is no assurance
that any such information will lead to achieving these goals or guarantee future
results.
 
   
From  time to time, AIM Distributors may refer to or advertise the names of U.S.
and non-U.S. companies and  their products, although there  can be no  assurance
that any AIM Fund may own the securities of these companies.
    
 
Ibbotson  Associates  of  Chicago,  Illinois  ("Ibbotson")  provides  historical
returns of the capital  markets in the United  States, including common  stocks,
small   capitalization  stocks,  long-term  corporate  bonds,  intermediate-term
government bonds, long-term government bonds,  Treasury bills, the U.S. rate  of
inflation  (based on the CPI), and  combinations of various capital markets. The
performance of  these capital  markets  is based  on  the returns  of  different
indices.
 
   
AIM  Funds  may  use  the  performance of  these  capital  markets  in  order to
demonstrate  general   risk-versus-reward  investment   scenarios.   Performance
comparisons  may also include the  value of a hypothetical  investment in any of
these capital  markets. The  risks associated  with the  security types  in  any
capital market may or may not correspond directly to those of the Fund. Ibbotson
calculates total returns in the same method as the Fund.
    
 
The Fund may quote various measures of volatility and benchmark correlation such
as  beta, standard deviation and R(2) in  advertising. In addition, the Fund may
compare these measures to those of  other funds. Measures of volatility seek  to
compare  the Fund's historical share price fluctuations or total return to those
of a benchmark.
 
The Fund may  advertise examples of  the effects of  periodic investment  plans,
including the principle of dollar cost averaging programs. In such a program, an
investor  invests a fixed dollar amount in a fund at periodic intervals, thereby
purchasing fewer shares  when prices are  high and more  shares when prices  are
low.  While such a strategy does not assure  a profit or guard against loss in a
declining market, the  investor's average cost  per share can  be lower than  if
fixed  numbers of shares are purchased at the same intervals. In evaluating such
a plan, investors should  consider their ability  to continue purchasing  shares
through periods of low price levels.
 
   
The  Fund may describe in its sales  material and advertisements how an investor
may invest in AIM Funds through various retirement plans or other programs  that
offer  deferral of income taxes on investment  earnings and pursuant to which an
investor may make deductible contributions.  Because of their advantages,  these
retirement  plans  and  programs  may  produce  returns  superior  to comparable
non-retirement investments. For example, a $10,000 investment earning a  taxable
return of 10% annually would have an after-tax value of $17,976 after ten years,
assuming  tax  was  deducted from  the  return each  year  at a  39.6%  rate. An
equivalent tax-deferred  investment would  have an  after-tax value  of  $19,626
after  ten years, assuming  tax was deducted  at a 39.6%  rate from the deferred
earnings  at  the   end  of  the   ten-year  period.  In   sales  material   and
advertisements,  the  Fund  may  also  discuss  these  plans  and  programs. See
"Information Relating to Sales and Redemptions -- Individual Retirement Accounts
("IRAs") and Other Tax-Deferred Plans."
    
 
AIM Distributors may  from time  to time in  its sales  methods and  advertising
discuss  the risks inherent in investing. The major types of investment risk are
market risk, industry risk, credit risk, interest rate risk, liquidity risk  and
inflation risk. Risk represents the possibility that you may lose some or all of
your investment over a period of time. A basic tenet of investing is the greater
the potential reward, the greater the risk.
 
                  Statement of Additional Information Page 39
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
From  time  to  time,  the  Fund and  AIM  Distributors  will  quote information
regarding industries,  individual  companies, countries,  regions,  world  stock
exchanges, and economic and demographic statistics from sources AIM Distributors
deems   reliable,  including  the  economic  and  financial  data  of  financial
organizations, such as:
 
 1) Stock market  capitalization:  Morgan Stanley  Capital  International  World
    Indices, IFC and Datastream.
 
 2) Stock  market  trading volume:  Morgan  Stanley Capital  International World
    Indices and IFC.
 
 3) The number of  listed companies: IFC,  G.T. Guide to  World Equity  Markets,
    Salomon Brothers, Inc., and S.G. Warburg.
 
 4) Wage  rates: U.S. Department of Labor  Statistics and Morgan Stanley Capital
    International World Indices.
 
 5) International industry  performance:  Morgan Stanley  Capital  International
    World Indices, Wilshire Associates and Salomon Brothers, Inc.
 
 6) Stock   market  performance:  Morgan  Stanley  Capital  International  World
    Indices, IFC and Datastream.
 
 7) The Consumer Price Index and inflation rate: The World Bank, Datastream  and
    IFC.
 
 8) Gross Domestic Product ("GDP"): Datastream and The World Bank.
 
 9) GDP growth rate: IFC, The World Bank and Datastream.
 
10) Population: The World Bank, Datastream and United Nations.
 
11) Average annual growth rate (%) of population: The World Bank, Datastream and
    United Nations.
 
12) Age distribution within populations: OECD and United Nations.
 
13) Total exports and imports by year: IFC, The World Bank and Datastream.
 
14) Top three companies by country, industry or market: IFC, G.T. Guide to World
    Equity Markets, Salomon Brothers Inc., and S.G. Warburg.
 
15) Foreign  Direct  Investments to  developing  countries: The  World  Bank and
    Datastream.
 
16) Supply, consumption,  demand  and  growth in  demand  of  certain  products,
    services  and industries, including, but not limited to, electricity, water,
    transportation, construction materials, natural resources, technology, other
    basic infrastructure, financial services, health care services and supplies,
    consumer products and services and telecommunications equipment and services
    (sources of such information may include,  but would not be limited to,  The
    World Bank, OECD, IMF, Bloomberg and Datastream).
 
17) Standard  deviation and performance returns for U.S. and non-U.S. equity and
    bond markets: Morgan Stanley Capital International.
 
18) Countries restructuring their  debt, including those  under the Brady  Plan:
    the Sub-adviser.
 
19) Political and economic structure of countries: Economist Intelligence Unit.
 
20) Government  and corporate  bonds --  credit ratings,  yield to  maturity and
    performance returns: Salomon Brothers, Inc.
 
21) Dividend yields for U.S. and non-U.S. companies: Bloomberg.
 
From time to time, AIM Distributors may include in its advertisements and  sales
material,   information  about  privatization,  which  is  an  economic  process
involving the sale of state-owned companies to the private sector.
 
   
In advertising and sales  materials, AIM Distributors may  make reference to  or
discuss  its products, services and accomplishments. Among these accomplishments
are that in 1983 the Sub-adviser  provided assistance to the government of  Hong
Kong  in  linking its  currency to  the U.S.  dollar, and  that in  1987 Japan's
Ministry of  Finance licensed  LGT Asset  Management Ltd.  as one  of the  first
foreign   discretionary  investment  management  for  Japanese  investors.  Such
accomplishments, however,  should  not  be  viewed  as  an  endorsement  of  the
Sub-adviser  by the government of Hong Kong,  Japan's Ministry of Finance or any
other government or government  agency. Nor do any  such accomplishments of  the
Sub-adviser  provide any assurance that the  Fund's investment objective will be
achieved.
    
 
                  Statement of Additional Information Page 40
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
                          DESCRIPTION OF DEBT RATINGS
 
- --------------------------------------------------------------------------------
 
DESCRIPTION OF BOND RATINGS
 
   
    MOODY'S INVESTORS SERVICE, INC. rates the debt securities issued by  various
entities  from  "Aaa"  to  "C."  Investment grade  ratings  are  the  first four
categories:
    
 
        Aaa -- Bonds which are rated Aaa  are judged to be of the best  quality.
    They carry the smallest degree of investment risk and are generally referred
    to  as "gilt  edged." Interest payments  are protected  by a large  or by an
    exceptionally stable  margin  and principal  is  secure. While  the  various
    protective  elements are likely to change, such changes as can be visualized
    are most  unlikely  to impair  the  fundamentally strong  position  of  such
    issues.
 
        Aa  -- Bonds which are rated Aa are  judged to be of high quality by all
    standards. Together  with the  Aaa group  they comprise  what are  generally
    known as high grade bonds. They are rated lower than the best bonds, because
    margins  of  protection  may  not  be  as  large  as  in  Aaa  securities or
    fluctuation of protective elements may be of greater amplitude or there  may
    be  other elements  present which  make the  long-term risk  appear somewhat
    larger than the Aaa securities.
 
        A  --  Bonds  which  are  rated  A  possess  many  favorable  investment
    attributes  and  are  to be  considered  as  upper-medium-grade obligations.
    Factors giving security to principal  and interest are considered  adequate,
    but  elements may  be present which  suggest a  susceptibility to impairment
    some time in the future.
 
        Baa   --   Bonds    which   are    rated   Baa    are   considered    as
    medium-grade-obligations,  (i.e.,  they  are  neither  highly  protected nor
    poorly secured). Interest  payments and principal  security appear  adequate
    for  the present but  certain protective elements  may be lacking  or may be
    characteristically unreliable over any great length of time. Such bonds lack
    outstanding  investment  characteristics  and   in  fact  have   speculative
    characteristics as well.
 
        Ba  -- Bonds which are rated Ba are judged to have speculative elements;
    their future cannot be considered  as well-assured. Often the protection  of
    interest  and principal payments may be  very moderate, and thereby not well
    safeguarded during both good and bad  times over the future. Uncertainty  of
    position characterizes bonds in this class.
 
        B  --  Bonds which  are rated  B generally  lack characteristics  of the
    desirable investment. Assurance  of interest  and principal  payments or  of
    maintenance  of other terms of the contract over any long period of time may
    be small.
 
        Caa -- Bonds which are rated Caa  are of poor standing. Such issues  may
    be  in default or  there may be  present elements of  danger with respect to
    principal or interest.
 
        Ca  --  Bonds  which  are  rated  Ca  represent  obligations  which  are
    speculative in a high degree. Such issues are often in default or have other
    marked shortcomings.
 
        C  -- Bonds which are  rated C are the lowest  rated class of bonds, and
    issues so rated can be regarded  as having extremely poor prospects of  ever
    attaining any real investment standing.
 
ABSENCE  OF RATING: Where no rating has been assigned or where a rating has been
suspended or withdrawn, it may  be for reasons unrelated  to the quality of  the
issue.
 
Should no rating be assigned, the reason may be one of the following:
 
    1. An application for rating was not received or accepted.
 
    2. The  issue or issuer belongs  to a group of  securities or companies that
       are not rated as a matter of policy.
 
    3. There is a lack of essential data pertaining to the issue or issuer.
 
    4. The issue was privately placed, in which case the rating is not published
       in Moody's publications.
 
                  Statement of Additional Information Page 41
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
Suspension or withdrawal may occur if new and material circumstances arise,  the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable  up-to-date data  to permit  a judgment  to be  formed; if  a bond is
called for redemption; or for other reasons.
 
Note: Moody's applies  numerical modifiers, 1,  2 and 3  in each generic  rating
classification  from Aa to Caa. The modifier  1 indicates that the Company ranks
in the higher end  of its generic  rating category; the  modifier 2 indicates  a
mid-range  ranking; and the modifier  3 indicates that the  Company ranks in the
lower end of its generic rating category.
 
   
    STANDARD & POOR'S, a division of The McGraw-Hill Companies, Inc., rates  the
securities  debt of  various entities  in categories  ranging from  "AAA" to "D"
according to quality. Investment grade ratings are the first four categories:
    
 
        AAA -- An obligation rated "AAA" has the highest rating assigned by S&P.
    The obligor's capacity to meet its financial commitment on the obligation is
    extremely strong.
 
        AA  --  An  obligation  rated  "AA"  differs  from  the  highest   rated
    obligations  only  in a  small degree.  The obligor's  capacity to  meet its
    financial commitment on the obligation is very strong.
 
        A -- An obligation rated "A" is somewhat more susceptible to the adverse
    effects of changes in circumstances and economic conditions than obligations
    in higher rated categories.
 
        BBB  --  An   obligation  rated  "BBB"   exhibits  adequate   protection
    parameters.  However, adverse economic  conditions or changing circumstances
    are more likely to lead  to a weakened capacity of  the obligor to meet  its
    financial commitment on the obligation.
 
        BB,  B, CCC, CC, C -- Obligations  rated "BB," "B," "CCC," "CC," and "C"
    are  regarded  as  having  significant  speculative  characteristics.   "BB"
    indicates  the least degree  of speculation and "C"  the highest. While such
    obligations will likely  have some quality  and protective  characteristics,
    these may be outweighed by large uncertainties or major exposures to adverse
    conditions.
 
        BB  -- An  obligation rated "BB"  is less vulnerable  to nonpayment than
    other speculative issues. However, it  faces major ongoing uncertainties  or
    exposure  to adverse business, financial, or economic conditions which could
    lead to the obligor's inadequate  capacity to meet its financial  commitment
    on the obligation.
 
        B  --  An obligation  rated "B"  is more  vulnerable to  nonpayment than
    obligations rated "BB," but the obligor  currently has the capacity to  meet
    its  financial commitment on the obligation. Adverse business, financial, or
    economic conditions will likely impair the obligor's capacity or willingness
    to meet its financial commitment on the obligation.
 
        CCC -- An obligation rated "CCC" is currently vulnerable to  nonpayment,
    and is dependent upon favorable business, financial, and economic conditions
    for  the obligor to meet its financial  commitment on the obligation. In the
    event of adverse business, financial, or economic conditions, the obligor is
    not likely to  have the  capacity to meet  its financial  commitment on  the
    obligation.
 
        CC  --  An  obligation  rated "CC"  is  currently  highly  vulnerable to
    nonpayment.
 
        C -- The "C" rating may be used to cover a situation where a  bankruptcy
    petition  has been filed or  similar action has been  taken, but payments on
    this obligation are being continued.
 
        D --  An obligation  rated "D"  is in  payment default.  The "D"  rating
    category is used when payments on an obligation are not made on the date due
    even  if the  applicable grace period  has not expired,  unless S&P believes
    that such payments  will be made  during such grace  period. The "D"  rating
    also  will be used upon the filing of a bankruptcy petition or the taking of
    a similar action if payments on an obligation are jeopardized.
 
PLUS (+) OR MINUS  (-): The ratings from  "AA" to "CCC" may  be modified by  the
addition  of a  plus or minus  sign to  show relative standing  within the major
rating categories.
 
NR:  Indicates  that  no  public  rating  has  been  requested,  that  there  is
insufficient  information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.
 
DESCRIPTION OF COMMERCIAL PAPER RATINGS
 
    MOODY'S employs  the  designation  "Prime-1" to  indicate  commercial  paper
having  a superior ability for repayment  of senior short-term debt obligations.
Prime-1 repayment  ability will  often be  evidenced by  many of  the  following
characteristics:  leading market positions  in well-established industries; high
rates of return on funds employed; conservative
 
                  Statement of Additional Information Page 42
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
capitalization  structure  with  moderate  reliance  on  debt  and  ample  asset
protection;  broad margins in  earnings coverage of  fixed financial charges and
high internal  cash  generation;  and  well-established access  to  a  range  of
financial  markets  and assured  sources  of alternate  liquidity.  Issues rated
Prime-2  have  a  strong  ability  for  repayment  of  senior  short-term   debt
obligations.  This normally  will be  evidenced by  many of  the characteristics
cited above but to a lesser  degree. Earnings trends and coverage ratios,  while
sound,  may be more subject  to variation. Capitalization characteristics, while
still appropriate, may be more affected by external conditions. Ample  alternate
liquidity is maintained.
 
    S&P  ratings of commercial paper are  graded into several categories ranging
from "A1" for the highest quality obligations  to "D" for the lowest. Issues  in
the  "A"  category are  delineated  with numbers  1, 2,  and  3 to  indicate the
relative degree  of safety.  A-1 --  This highest  category indicates  that  the
degree  of safety regarding timely payment is strong. Those issues determined to
possess extremely strong safety characteristics will be denoted with a plus sign
(+) designation.  A-2  -- Capacity  for  timely  payments on  issues  with  this
designation  is satisfactory; however,  the relative degree of  safety is not as
high as for issues designated "A-1."
 
- --------------------------------------------------------------------------------
 
                              FINANCIAL STATEMENTS
 
- --------------------------------------------------------------------------------
   
The audited financial statements of the Funds as of October 31, 1997 and for the
fiscal year then ended appear on the following pages.
    
 
                  Statement of Additional Information Page 43
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
- --------------------------------------------------------------------------------
 
ANNUAL REPORT
To the Shareholders of GT Global Latin America Growth Fund and Board of
Directors of G.T. Investment Funds, Inc.:
 
We have audited the accompanying statement of assets and liabilities of GT
Global Latin America Growth Fund, one of the funds organized as a series of G.T.
Investment Funds, Inc., including the portfolio of investments, as of October
31, 1997, the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the period
then ended. These financial statements and the financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and the financial highlights based on our
audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1997 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial position of GT
Global Latin America Growth Fund as of October 31, 1997, the results of
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the five years in the period then ended in conformity with generally accepted
accounting principles.
 
                                                        COOPERS & LYBRAND L.L.P.
 
BOSTON, MASSACHUSETTS
DECEMBER 15, 1997
 
                                       F1
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Services (28.3%)
  Telecomunicacoes Brasileiras S.A. (Telebras): .............   BRZL               --             --        10.4
    TELEPHONE NETWORKS
    ADR{\/} .................................................   --            208,900   $ 21,203,350          --
    Common ..................................................   --        106,900,000      9,502,114          --
  Telefonos de Mexico, S.A. de C.V. "L" - ADR{\/} ...........   MEX           170,500      7,374,125         2.5
    TELEPHONE NETWORKS
  Cifra, S.A. de C.V.: ......................................   MEX                --             --         2.3
    RETAILERS-OTHER
    "C" .....................................................   --          3,340,500      5,800,868          --
    "B" - ADR{\/} ...........................................   --            335,792        648,079          --
    "A" .....................................................   --            104,372        192,244          --
  Compania Anonima Nacional Telefonos de Venezuela (CANTV) -
   ADR{\/} ..................................................   VENZ          147,400      6,448,750         2.2
    TELEPHONE NETWORKS
  Telefonica del Peru S.A. - ADR{\/} ........................   PERU          254,100      5,018,475         1.7
    TELEPHONE NETWORKS
  Companhia de Saneamento Basico do Estado de Sao Paulo -
   SABESP-/- ................................................   BRZL       26,748,622      4,852,798         1.7
    BUSINESS & PUBLIC SERVICES
  Cia de Telecomunicaciones de Chile S.A. - ADR{\/} .........   CHLE          163,000      4,523,250         1.5
    TELEPHONE NETWORKS
  Telecomunicacoes de Sao Paulo S.A. (TELESP): ..............   BRZL               --             --         1.2
    TELEPHONE NETWORKS
    Preferred ...............................................   --         11,109,390      2,902,308          --
    Common-/- ...............................................   --          2,802,000        597,306          --
  Santa Isabel S.A. - ADR{\/} ...............................   CHLE          181,100      3,350,350         1.1
    RETAILERS-FOOD
  Telecomunicacoes do Rio de Janeiro S.A. (TELERJ)
   Preferred ................................................   BRZL       34,694,581      3,304,546         1.1
    TELEPHONE NETWORKS
  Controladora Comercial Mexicana, S.A. de C.V.: ............   MEX                --             --         1.0
    RETAILERS-FOOD
    UBC .....................................................   --          2,682,000      2,665,940          --
    GDR{\/} .................................................   --             13,900        276,263          --
  Telefonica de Argentina S.A. - ADR{\/} ....................   ARG            90,900      2,556,563         0.9
    TELEPHONE NETWORKS
  Grupo Televisa, S.A. de C.V. - GDR-/- {\/} ................   MEX            47,000      1,457,000         0.5
    BROADCASTING & PUBLISHING
  Supermercados Unimarc S.A. - ADR (Chile){\/} -/- ..........   CHLE           33,000        495,000         0.2
    RETAILERS-FOOD
                                                                                        ------------
                                                                                          83,169,329
                                                                                        ------------
Energy (24.6%)
  Centrais Eletricas Brasileiras S.A. (Eletrobras): .........   BRZL               --             --         4.7
    ELECTRICAL & GAS UTILITIES
    "B" Preferred ...........................................   --         20,252,000      8,762,885          --
    Common-/- ...............................................   --         11,999,000      4,843,573          --
  Petroleo Brasileiro S.A. (Petrobras) Preferred ............   BRZL       48,642,000      9,045,365         3.1
    OIL
  C.A. La Electricidad de Caracas ...........................   VENZ        5,672,038      7,456,318         2.5
    ELECTRICAL & GAS UTILITIES
  Light - Servicos de Electricidade S.A. ....................   BRZL       17,602,000      5,843,915         2.0
    ELECTRICAL & GAS UTILITIES
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F2
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Energy (Continued)
  Enersis S.A. - ADR{\/} ....................................   CHLE          174,500   $  5,758,500         2.0
    ELECTRICAL & GAS UTILITIES
  Empresa Nacional de Electricidad S.A. - ADR{\/} ...........   CHLE          254,300      5,117,788         1.7
    ELECTRICAL & GAS UTILITIES
  YPF S.A. - ADR{\/} ........................................   ARG           148,900      4,764,800         1.6
    OIL
  Companhia Energetica de Minas Gerais (CEMIG) - ADR{\/} ....   BRZL          112,200      4,488,000         1.5
    ELECTRICAL & GAS UTILITIES
  Harken Energy Corp.-/- ....................................   US            674,500      4,426,406         1.5
    OIL
  Chilgener S.A. - ADR{\/} ..................................   CHLE          121,819      3,289,113         1.1
    ELECTRICAL & GAS UTILITIES
  Light - Participacoes S.A. ................................   BRZL       10,585,000      2,707,701         0.9
    ELECTRICAL & GAS UTILITIES
  Companhia Brasileira de Petroleo Ipiranga S.A.
   Preferred ................................................   BRZL      173,785,000      2,522,279         0.9
    OIL
  Perez Companc S.A. "B" ....................................   ARG           377,196      2,362,665         0.8
    OIL
  Compania Paulista de Forca e Luz ..........................   BRZL        5,030,000        736,842         0.3
    ELECTRICAL & GAS UTILITIES
                                                                                        ------------
                                                                                          72,126,150
                                                                                        ------------
Materials/Basic Industry (13.4%)
  Kimberly-Clark de Mexico, S.A. de C.V. "A" ................   MEX         2,614,000     11,520,383         3.9
    PAPER/PACKAGING
  Apasco, S.A. de C.V. ......................................   MEX         1,331,000      8,129,461         2.8
    CEMENT
  Companhia Vale do Rio Doce Preferred ......................   BRZL          306,600      5,923,966         2.0
    METALS - STEEL
  Sociedad Quimica y Minera de Chile S.A. - ADR{\/} .........   CHLE           95,100      4,933,313         1.7
    CHEMICALS
  Grupo Industrial Minera Mexico "L" ........................   MEX         1,406,724      4,178,055         1.4
    METALS - NON-FERROUS
  Industrias Penoles S.A. (CP) ..............................   MEX           978,200      3,895,228         1.3
    METALS - NON-FERROUS
  Corporacion Venezolana de Cementos, S.A.C.A.: .............   VENZ               --             --         0.3
    CEMENT
    "A" .....................................................   --            347,758        704,225          --
    "B" .....................................................   --            161,928        324,987          --
                                                                                        ------------
                                                                                          39,609,618
                                                                                        ------------
Multi-Industry/Miscellaneous (10.6%)
  Alfa, S.A. de C.V. "A" ....................................   MEX         1,356,600      9,942,984         3.4
    CONGLOMERATE
  Grupo Carso, S.A. de C.V. "A1" ............................   MEX         1,357,000      8,629,545         2.9
    MULTI-INDUSTRY
  Sanluis Corporacion, S.A. de C.V.-/- ......................   MEX           830,200      6,442,750         2.2
    CONGLOMERATE
  Desc, S.A. de C.V. - ADR{\/} ..............................   MEX            93,800      3,177,475         1.1
    CONGLOMERATE
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F3
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Multi-Industry/Miscellaneous (Continued)
  Empresas La Moderna, S.A. de C.V. "A"-/- ..................   MEX           355,000   $  1,743,114         0.6
    MULTI-INDUSTRY
  Commercial Del Plata-/- ...................................   ARG           697,410      1,032,786         0.4
    CONGLOMERATE
                                                                                        ------------
                                                                                          30,968,654
                                                                                        ------------
Finance (9.9%)
  Uniao Bancos Brasileiras "A" Preferred ....................   BRZL      247,114,000      6,271,997         2.1
    BANKS-MONEY CENTER
  Banco LatinoAmericano de Exportaciones S.A. (Bladex)
   "E"{\/} ..................................................   PAN            89,035      3,539,141         1.2
    OTHER FINANCIAL
  Banco BHIF - ADR-/-{\/} ...................................   CHLE          195,500      3,396,813         1.2
    BANKS-MONEY CENTER
  Grupo Financiero Banorte "B"-/- ...........................   MEX         2,279,000      3,138,743         1.1
    BANKS-MONEY CENTER
  Credicorp Ltd. - ADR{\/} ..................................   PERU          140,320      2,516,990         0.9
    BANKS-MONEY CENTER
  Administradora de Fondos de Pensiones Provida S.A. -
   ADR{\/} ..................................................   CHLE          149,900      2,510,825         0.9
    INVESTMENT MANAGEMENT
  Banco Provincial S.A. .....................................   VENZ        1,196,992      2,390,332         0.8
    BANKS-MONEY CENTER
  Banco de A. Edwards - ADR{\/} .............................   CHLE          125,100      2,173,613         0.7
    BANKS-MONEY CENTER
  Banco Frances del Rio de la Plata S.A. - ADR{\/} ..........   ARG            58,000      1,428,250         0.5
    BANKS-MONEY CENTER
  ARA, S.A. de C.V.-/- ......................................   MEX           230,000        848,383         0.3
    REAL ESTATE
  Banco Wiese - ADR{\/} .....................................   PERU          131,400        730,913         0.2
    BANKS-MONEY CENTER
                                                                                        ------------
                                                                                          28,946,000
                                                                                        ------------
Consumer Non-Durables (8.1%)
  Fomento Economico Mexicano, S.A. de C.V. "B" ..............   MEX         1,274,500      9,005,449         3.1
    BEVERAGES - ALCOHOLIC
  Grupo Industrial Maseca, S.A. de C.V. "B" .................   MEX         4,980,000      4,830,898         1.6
    FOOD
  Companhia Cervejaria Brahma Preferred .....................   BRZL        6,838,000      4,279,949         1.5
    BEVERAGES - ALCOHOLIC
  Compania Cervecerias Unidas S.A. - ADR{\/} ................   CHLE          138,800      3,383,250         1.2
    BEVERAGES - ALCOHOLIC
  Mavesa S.A. - ADR{\/} .....................................   VENZ          147,500      1,106,250         0.4
    FOOD
  Sudamtex de Venezuela "B" - ADR{\/} .......................   VENZ           53,200        691,600         0.2
    TEXTILES & APPAREL
  Embotelladora Andina S.A. - ADR{\/} .......................   CHLE           15,000        360,000         0.1
    BEVERAGES - NON-ALCOHOLIC
  Cerveceria Backus & Johnston S.A. "T" .....................   PERU           75,905         69,463          --
    BEVERAGES - ALCOHOLIC
                                                                                        ------------
                                                                                          23,726,859
                                                                                        ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F4
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Consumer Durables (0.9%)
  Brasmotor S.A. Preferred ..................................   BRZL       18,327,000   $  2,576,819         0.9
    APPLIANCES & HOUSEHOLD DURABLES
                                                                                        ------------       -----
 
TOTAL EQUITY INVESTMENTS (cost $290,305,760) ................                            281,123,429        95.8
                                                                                        ------------       -----
<CAPTION>
 
                                                                            NO. OF         VALUE         % OF NET
RIGHTS                                                         COUNTRY      RIGHTS        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
  Telecomunicacoes do Rio de Janeiro S.A. (TELERJ) Rights -
   Preferred, expire 11/12/97 ...............................   BRZL        1,689,830         22,993          --
    TELEPHONE NETWORKS
  Telecomunicacoes de Sao Paulo S.A. (TELESP) Rights, expire
   11/12/97 .................................................   BRZL          513,280            466          --
    TELEPHONE NETWORKS
                                                                                        ------------       -----
 
TOTAL RIGHTS (cost $0) ......................................                                 23,459          --
                                                                                        ------------       -----
<CAPTION>
 
                                                                           PRINCIPAL       VALUE         % OF NET
FIXED INCOME INVESTMENTS                                       CURRENCY     AMOUNT        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Corporate Bonds (0.0%)
  Brazil (0.0%)
    Companhia Vale do Rio Doce - Non Convertible (cost
     $0) ....................................................   BRL           276,400             --          --
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $290,305,760)  * ....................                            281,146,888        95.8
Other Assets and Liabilities ................................                             12,433,174         4.2
                                                                                        ------------       -----
 
NET ASSETS ..................................................                           $293,580,062       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
       {\/}  U.S. currency denominated.
        -/-  Non-income producing security.
          *  For Federal income tax purposes, cost is $290,596,548 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  26,409,562
                 Unrealized depreciation:           (35,859,222)
                                                  -------------
                 Net unrealized depreciation:     $  (9,449,660)
                                                  -------------
                                                  -------------
</TABLE>
 
    Abbreviations:
    ADR--American Depository Receipt
    GDR--Global Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F5
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
The Fund's Portfolio of Investments at October 31, 1997, 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>
Argentina (ARG/ARS) ..................    4.2                      4.2
Brazil (BRZL/BRL) ....................   34.3                     34.3
Chile (CHLE/CLP) .....................   13.4                     13.4
Mexico (MEX/MXN) .....................   32.0                     32.0
Panama (PAN/PND) .....................    1.2                      1.2
Peru (PERU/PES) ......................    2.8                      2.8
United States (US/USD) ...............    1.5       4.2            5.7
Venezuela (VENZ/VEB) .................    6.4                      6.4
                                         -----     -------       -----
Total  ...............................   95.8       4.2          100.0
                                         -----     -------       -----
                                         -----     -------       -----
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $293,580,062.
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F6
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                              STATEMENT OF ASSETS
                                 AND LIABILITIES
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                                   <C>        <C>
Assets:
  Investments in securities, at value (cost $290,305,760) (Note 1).............................  $281,146,888
  U.S. currency.....................................................................  $     924
  Foreign currencies (cost $44,025).................................................     44,033       44,957
                                                                                      ---------
  Receivable for Fund shares sold..............................................................   14,119,361
  Receivable for securities sold...............................................................    4,099,448
  Dividends receivable.........................................................................      686,435
  Miscellaneous receivable.....................................................................       19,727
                                                                                                 -----------
    Total assets...............................................................................  300,116,816
                                                                                                 -----------
Liabilities:
  Payable for loan outstanding (Note 1)........................................................    3,238,000
  Payable for Fund shares repurchased..........................................................    2,418,769
  Payable for investment management and administration fees (Note 2)...........................      305,562
  Payable for service and distribution expenses (Note 2).......................................      233,877
  Payable for transfer agent fees (Note 2).....................................................      174,161
  Payable for printing and postage expenses....................................................       87,242
  Payable for professional fees................................................................       37,498
  Payable for custodian fees (Note 1)..........................................................       17,552
  Payable for registration and filing fees.....................................................        5,729
  Payable for Directors' fees and expenses (Note 2)............................................        5,654
  Payable for fund accounting fees (Note 2)....................................................        5,612
  Other accrued expenses.......................................................................        7,098
                                                                                                 -----------
    Total liabilities..........................................................................    6,536,754
                                                                                                 -----------
Net assets.....................................................................................  $293,580,062
                                                                                                 -----------
                                                                                                 -----------
Class A:
Net asset value and redemption price per share ($159,496,474 DIVIDED BY 8,177,513 shares
 outstanding)..................................................................................  $     19.50
                                                                                                 -----------
                                                                                                 -----------
Maximum offering price per share (100/95.25 of $19.50) *.......................................  $     20.47
                                                                                                 -----------
                                                                                                 -----------
Class B:+
Net asset value and offering price per share ($133,448,007 DIVIDED BY 6,939,727 shares
 outstanding)..................................................................................  $     19.23
                                                                                                 -----------
                                                                                                 -----------
Advisor Class:
Net asset value, offering price per share, and redemption price per share ($635,581 DIVIDED BY
 32,476 shares outstanding)....................................................................  $     19.57
                                                                                                 -----------
                                                                                                 -----------
Net assets consist of:
  Paid in capital (Note 4).....................................................................  $317,756,097
  Undistributed net investment income..........................................................      219,672
  Accumulated net realized loss on investments and foreign currency transactions...............  (15,230,114)
  Net unrealized depreciation on translation of assets and liabilities in foreign currencies...       (6,721)
  Net unrealized depreciation of investments...................................................   (9,158,872)
                                                                                                 -----------
Total -- representing net assets applicable to capital shares outstanding......................  $293,580,062
                                                                                                 -----------
                                                                                                 -----------
<FN>
- --------------
   * On sales of $50,000 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.
 
                                       F7
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                            STATEMENT OF OPERATIONS
 
                          Year ended October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                              <C>          <C>
Investment income: (Note 1)
  Dividend income (net of foreign withholding tax of $266,649)..............................  $ 8,471,075
  Interest income...........................................................................      530,160
                                                                                              -----------
    Total investment income.................................................................    9,001,235
                                                                                              -----------
Expenses:
  Investment management and administration fees (Note 2)....................................    3,538,586
  Service and distribution expenses: (Note 2)
    Class A....................................................................  $ 1,011,259
    Class B....................................................................    1,587,737    2,598,996
                                                                                 -----------
  Transfer agent fees (Note 2)..............................................................    1,261,524
  Custodian fees (Note 1)...................................................................      196,565
  Printing and postage expenses.............................................................      175,200
  Fund accounting fees (Note 2).............................................................       90,733
  Audit fees................................................................................       73,365
  Registration and filing fees..............................................................       64,495
  Legal fees................................................................................       17,155
  Directors' fees and expenses (Note 2).....................................................       13,140
  Other expenses (Note 1)...................................................................      215,751
                                                                                              -----------
    Total expenses before reductions........................................................    8,245,510
                                                                                              -----------
      Expense reductions (Notes 1 & 6)......................................................     (361,233)
                                                                                              -----------
    Total net expenses......................................................................    7,884,277
                                                                                              -----------
Net investment income.......................................................................    1,116,958
                                                                                              -----------
Net realized and unrealized gain (loss) on investments and foreign currencies:
  (Note 1)
  Net realized gain on investments.............................................   85,442,902
  Net realized loss on foreign currency transactions...........................     (897,287)
                                                                                 -----------
    Net realized gain during the year.......................................................   84,545,615
  Net change in unrealized depreciation on translation of assets and
   liabilities in foreign currencies...........................................       25,640
  Net change in unrealized depreciation of investments.........................  (47,707,162)
                                                                                 -----------
    Net unrealized depreciation during the year.............................................  (47,681,522)
                                                                                              -----------
Net realized and unrealized gain on investments and foreign currencies......................   36,864,093
                                                                                              -----------
Net increase in net assets resulting from operations........................................  $37,981,051
                                                                                              -----------
                                                                                              -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F8
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                       STATEMENT OF CHANGES IN NET ASSETS
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                              YEAR ENDED     YEAR ENDED
                                                                              OCTOBER 31,    OCTOBER 31,
                                                                                 1997           1996
                                                                             -------------  -------------
<S>                                                                          <C>            <C>
Decrease in net assets
Operations:
  Net investment income....................................................  $   1,116,958  $     878,406
  Net realized gain (loss) on investments and foreign currency
   transactions............................................................     84,545,615     (4,964,724)
  Net change in unrealized appreciation on translation of assets and
   liabilities in foreign currencies.......................................         25,640        608,089
  Net change in unrealized appreciation (depreciation) of investments......    (47,707,162)    63,484,288
                                                                             -------------  -------------
    Net increase in net assets resulting from operations...................     37,981,051     60,006,059
                                                                             -------------  -------------
Class A:
Distributions to shareholders: (Note 1)
  From net investment income...............................................             --       (842,524)
  In excess of net investment income.......................................             --       (381,092)
Class B:
Distributions to shareholders: (Note 1)
  From net investment income...............................................             --        (93,201)
  In excess of net investment income.......................................             --        (42,157)
Advisor Class:
Distributions to shareholders: (Note 1)
  From net investment income...............................................             --         (4,285)
  In excess of net investment income.......................................             --         (1,938)
                                                                             -------------  -------------
    Total distributions....................................................             --     (1,365,197)
                                                                             -------------  -------------
Capital share transactions: (Note 4)
  Increase from capital shares sold and reinvested.........................  1,267,100,757  1,551,794,195
  Decrease from capital shares repurchased.................................  (1,327,093,718) (1,612,200,649)
                                                                             -------------  -------------
    Net decrease from capital share transactions...........................    (59,992,961)   (60,406,454)
                                                                             -------------  -------------
Total decrease in net assets...............................................    (22,011,910)    (1,765,592)
Net assets:
  Beginning of year........................................................    315,591,972    317,357,564
                                                                             -------------  -------------
  End of year *............................................................  $ 293,580,062  $ 315,591,972
                                                                             -------------  -------------
                                                                             -------------  -------------
 * Includes undistributed net investment income of.........................  $     219,672             --
                                                                             -------------  -------------
                                                                             -------------  -------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F9
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each 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 OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (A)    1996 (A)    1995 (A)    1994 (A)    1993 (A)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   17.95   $   15.38   $   26.11   $   19.78   $   15.59
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income (loss)..........       0.11        0.09        0.15       (0.08)       0.18*
  Net realized and unrealized gain
   (loss) on investments................       1.44        2.59       (9.28)       6.75        5.21
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       1.55        2.68       (9.13)       6.67        5.39
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............         --       (0.08)         --       (0.19)      (0.12)
  From net realized gain on
   investments..........................         --          --       (1.60)      (0.15)      (1.08)
  In excess of net investment income....         --       (0.03)         --          --          --
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................         --       (0.11)      (1.60)      (0.34)      (1.20)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $   19.50   $   17.95   $   15.38   $   26.11   $   19.78
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (d).............       8.52%      17.52%     (37.16)%     34.10%       37.1%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 159,496   $ 177,373   $ 182,462   $ 336,960   $ 129,280
Ratio of net investment income (loss) to
 average net assets.....................       0.52%       0.46%       0.86%      (0.29)%       1.3%*
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   6)...................................       1.96%       2.03%       2.11%       2.04%        2.4%*
  Without expense reductions............       2.06%       2.10%       2.12%        N/A         N/A
Portfolio turnover rate++++.............        130%        101%        125%        155%        112%
Average commission rate per share paid
 on portfolio transactions++++..........  $  0.0007   $  0.0005         N/A         N/A         N/A
</TABLE>
 
- ----------------
 
  +  All capital shares issued and outstanding as of March 31, 1993 were
     reclassified as Class A shares.
 ++  Commencing April 1, 1993, the Fund began offering Class B shares.
+++  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
++++ Portfolio turnover rate and average commission rate are calculated on
     the basis of the Fund as a whole without distinguishing between the
     classes of shares issued.
  *  Includes reimbursement by Chancellor LGT Asset Management, Inc. of
     Fund operating expenses of $0.02 for the year ended October 31, 1993.
     Without such reimbursements, the expense ratio would have been 2.49%
     and the ratio of net investment income to average net assets would
     have been 1.25% for the year ended October 31, 1993.
 (a) These selected per share data were calculated based upon average
     shares outstanding during the period.
 (b) Not annualized.
 (c) Annualized.
 (d) Total investment return does not include sales charges.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F10
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
<TABLE>
<CAPTION>
                                                                    CLASS B++
                                          -------------------------------------------------------------
                                                                                          APRIL 1, 1993
                                                      YEAR ENDED OCTOBER 31,                   TO
                                          ----------------------------------------------   OCTOBER 31,
                                           1997 (A)    1996 (A)    1995 (A)    1994 (A)     1993 (A)
                                          ----------  ----------  ----------  ----------  -------------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   17.78   $   15.21   $   25.94   $   19.75     $ 16.26
                                          ----------  ----------  ----------  ----------  -------------
Income from investment operations:
  Net investment income (loss)..........       0.01       (0.00)       0.06       (0.22)      (0.07)
  Net realized and unrealized gain
   (loss) on investments................       1.44        2.59       (9.19)       6.74        3.56
                                          ----------  ----------  ----------  ----------  -------------
    Net increase (decrease) from
     investment operations..............       1.45        2.59       (9.13)       6.52        3.49
                                          ----------  ----------  ----------  ----------  -------------
Distributions to shareholders:
  From net investment income............         --       (0.01)         --       (0.18)         --
  From net realized gain on
   investments..........................         --          --       (1.60)      (0.15)         --
  In excess of net investment income....         --       (0.01)         --          --          --
                                          ----------  ----------  ----------  ----------  -------------
    Total distributions.................         --       (0.02)      (1.60)      (0.33)         --
                                          ----------  ----------  ----------  ----------  -------------
Net asset value, end of period..........  $   19.23   $   17.78   $   15.21   $   25.94     $ 19.75
                                          ----------  ----------  ----------  ----------  -------------
                                          ----------  ----------  ----------  ----------  -------------
 
Total investment return (d).............       8.04%      17.02%     (37.42)%     33.33%       21.5% (b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 133,448   $ 137,400   $ 134,527   $ 211,673     $13,576
Ratio of net investment income (loss) to
 average net assets.....................       0.02%      (0.04)%      0.36%      (0.79)%      (0.7)% (c)
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   6)...................................       2.46%       2.53%       2.61%       2.54%        2.9% (c)
  Without expense reductions............       2.56%       2.60%       2.62%        N/A         N/A
Portfolio turnover rate++++.............        130%        101%        125%        155%        112%
Average commission rate per share paid
 on portfolio transactions++++..........  $  0.0007   $  0.0005         N/A         N/A         N/A
 
<CAPTION>
                                                   ADVISOR CLASS+++
                                          -----------------------------------
 
                                               YEAR ENDED        JUNE 1, 1995
                                               OCTOBER 31,            TO
                                          ---------------------  OCTOBER 31,
                                          1997 (A)    1996 (A)       1995
                                          --------   ----------  ------------
<S>                                       <C>        <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $ 17.94    $   15.40    $   15.95
                                          --------   ----------  ------------
Income from investment operations:
  Net investment income (loss)..........     0.19         0.17         0.09
  Net realized and unrealized gain
   (loss) on investments................     1.44         2.58        (0.64)
                                          --------   ----------  ------------
    Net increase (decrease) from
     investment operations..............     1.63         2.75        (0.55)
                                          --------   ----------  ------------
Distributions to shareholders:
  From net investment income............       --        (0.14)          --
  From net realized gain on
   investments..........................       --           --           --
  In excess of net investment income....       --        (0.07)          --
                                          --------   ----------  ------------
    Total distributions.................       --        (0.21)          --
                                          --------   ----------  ------------
Net asset value, end of period..........  $ 19.57    $   17.94    $   15.40
                                          --------   ----------  ------------
                                          --------   ----------  ------------
Total investment return (d).............     8.91%       18.16%       (3.45)%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $   636    $     818    $     369
Ratio of net investment income (loss) to
 average net assets.....................     1.02%        0.96%        1.36 %(c)
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   6)...................................     1.46%        1.53%        1.61 %(c)
  Without expense reductions............     1.56%        1.60%        1.62 %(c)
Portfolio turnover rate++++.............      130%         101%         125 %
Average commission rate per share paid
 on portfolio transactions++++..........  $0.0007    $  0.0005          N/A
</TABLE>
 
- ----------------
 
  +  All capital shares issued and outstanding as of March 31, 1993 were
     reclassified as Class A shares.
 ++  Commencing April 1, 1993, the Fund began offering Class B shares.
+++  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
++++ Portfolio turnover rate and average commission rate are calculated on
     the basis of the Fund as a whole without distinguishing between the
     classes of shares issued.
  *  Includes reimbursement by Chancellor LGT Asset Management, Inc. of
     Fund operating expenses of $0.02 for the year ended October 31, 1993.
     Without such reimbursements, the expense ratio would have been 2.49%
     and the ratio of net investment income to average net assets would
     have been 1.25% for the year ended October 31, 1993.
 (a) These selected per share data were calculated based upon average
     shares outstanding during the period.
 (b) Not annualized.
 (c) Annualized.
 (d) Total investment return does not include sales charges.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F11
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                                    NOTES TO
                              FINANCIAL STATEMENTS
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
1. SIGNIFICANT ACCOUNTING POLICIES
GT Global Latin America Growth Fund ("Fund") is a separate series of G.T.
Investment Funds, Inc. ("Company"). The Company is organized as a Maryland
corporation and is registered under the Investment Company Act of 1940, as
amended ("1940 Act"), as a non-diversified, open-end management investment
company. The Company has thirteen 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 service and 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 Funds in the preparation of the
financial statements.
 
(A) PORTFOLIO VALUATION
The Fund calculates the net asset value of 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 on 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 Chancellor LGT Asset
Management, Inc. ("the Manager") to be the primary market.
 
Fixed income investments are valued at the mean of representative quoted bid and
ask 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 maturity of 60
days or less are valued at 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
Company's Board of Directors.
 
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 Company's Board of Directors.
 
(B) FOREIGN CURRENCY TRANSLATION
The accounting records are maintained in U.S. dollars. The market values of
foreign securities, currency holdings, and 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 fluctuations
arising from changes in market prices of securities held. Such fluctuations are
included with the net realized and unrealized gain or loss from investments.
 
Reported net realized foreign exchange gains or 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 and losses arise from changes in the
value of assets and liabilities other than investments in securities at year
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, United States 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
 
                                      F12
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
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 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. Forward Contracts
involve market risk in excess of the amount shown in the Fund's "Statement of
Assets and Liabilities." The Fund could be exposed to risk if a counterparty is
unable to meet the terms of the 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
marked-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 an over-the-counter option, is valued at the average
of the last bid prices obtained from brokers. 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 securities
and, for a put, requires the Fund to maintain in a segregated account 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 or bond 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 or bond
market and to fluctuations in currency values or interest rates. At October 31,
1997, the fund had no open futures contracts.
 
(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. 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 than 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) 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 Federal taxes on income, capital
gains, or unrealized appreciation of securities held, and excise tax on income
and capital gains. The Fund currently has a capital loss carryforward of
$14,939,326, of which $8,211,999 expires in 2003 and $6,727,327 expires in 2004.
 
(I) DISTRIBUTIONS TO SHAREHOLDERS
Distributions to shareholders are recorded by the Fund on the ex-date. Income
and capital gain distributions are determined in
 
                                      F13
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
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.
 
(J) 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.
 
(K) 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.
 
(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) PORTFOLIO SECURITIES LOANED
At October 31, 1997, stocks with an aggregate value of approximately $32,165,965
were on loan to brokers. The loans were secured by cash collateral of
$34,658,600. 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. For
the year ended October 31, 1997, the Fund received $315,802 of income from
securities lending which was used to reduce custodian and administrative
expenses.
 
(N) LINE OF CREDIT
The Fund, along with certain other funds ("GT Funds") advised or administered by
the Manager, has a line of credit with each of BankBoston and State Street Bank
& Trust Company. The
arrangements with the banks allow the Fund and the GT Funds to borrow an
aggregate maximum amount of $200,000,000. The Fund is limited to borrowing up to
33 1/3% of the value of each Fund's total assets. On October 31, 1997, the Fund
had $3,238,000 in loans outstanding.
 
For the year ended October 31, 1997, the weighted average outstanding daily
balance of bank loans (based on the number of days the loans were outstanding)
for the Fund was $7,810,915, with a weighted average interest rate of 6.37%.
Interest expense for the Fund for the year ended October 31, 1997 was $98,132,
included in "Other Expenses" on the Statement of Operations.
 
2. RELATED PARTIES
Chancellor LGT Asset Management, Inc. is the Funds Portfolios' investment
manager and administrator. The Fund pays investment management and
administration fees to the Manager at the annualized rate of 0.975% of the first
$500 million of average daily net assets of the Fund; 0.95% of the next $500
million; 0.925% of the next $500 million and 0.90% on amounts thereafter. These
fees are computed daily and paid monthly.
 
GT Global Inc. ("GT Global"), an affiliate of the Manager, is the Fund's
distributor. The Fund offers Class A, Class B and Advisor Class shares for
purchase.
 
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. GT Global 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 period ended October 31, 1997, GT Global retained
$50,871 of such sales charges. Purchases of Class A shares exceeding $500,000
may be subject to a contingent deferred sales charge ("CDSC") upon redemption,
in accordance with the Fund's current prospectus. GT Global collected CDSCs in
the amount of $282 for the year ended October 31, 1997. GT Global 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, GT Global 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. For the year ended October 31, 1997, GT Global collected CDSCs in
the amount of $923,487. In addition, GT Global makes ongoing shareholder
servicing and trail commission payments to dealers whose clients hold Class B
shares.
 
Pursuant to Rule 12b-1 under the 1940 Act, the Company's Board of Directors has
adopted separate distribution plans with respect to the Fund's Class A shares
("Class A Plan") and Class B shares ("Class B Plan"), pursuant to which the Fund
reimburses GT Global for a portion of its shareholder servicing and distribution
expenses. Under the Class A Plan, the Fund may 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 may pay GT Global a distribution fee at
the annualized rate of up to 0.50% 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 GT Global's expenditures incurred in providing services as distributor.
 
                                      F14
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
All expenses for which GT Global is reimbursed under the Class A Plan will have
been incurred within one year of such reimbursement.
 
Pursuant to the Fund's Class B Plan, the Fund may 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 GT Global's expenditures incurred in servicing and
maintaining shareholder accounts, and may 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 may be carried forward for reimbursement in subsequent years as long as
that Plan continues in effect.
 
The Manager and GT Global voluntarily have undertaken to limit the Fund's
expenses (exclusive of brokerage commissions, taxes, interest, and extraordinary
expenses) to the maximum annual rate of 2.40%, 2.90%, and 1.90% of the average
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 GT Global
of payments under the Class A Plan and/or Class B Plan and/or reimbursements by
the Manager or GT Global of portions of the Fund's other operating expenses.
 
Effective November 1, 1997, the Manager and GT Global have undertaken to limit
each Fund's expenses (exclusive of brokerage commissions, taxes, interest, and
extraordinary expenses) to the annual rate of 2.00%, 2.50% and 1.50% of the
average daily net assets of the Fund's Class A, Class B and Advisor Class
shares, respectively. This undertaking may be changed or eliminated in the
future.
 
GT Global Investor Services, Inc. ("GT Services"), an affiliate of the Manager
and GT Global, is the transfer agent of the Fund. For performing shareholder
servicing, reporting, and general transfer agent services, GT Services receives
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 is 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 by
applying 0.03% to the first $5 billion of assets of all registered mutual funds
advised by the Manager and 0.02% to the assets in excess of $5 billion and
allocating the results according to the Funds average daily net assets.
 
The Company pays each of its Directors who is not an employee, officer or
director of the Manager, GT Global or GT Services $5,000 per year plus $300 for
each meeting of the board or any committee thereof attended by the Director.
 
3. PURCHASES AND SALES OF SECURITIES
For the year ended October 31, 1997, purchases and sales of investment
securities by the Fund, other than short-term investments, aggregated
$439,672,522 and $508,014,202. There were no purchases or sales of U.S.
government obligations for the year ended October 31, 1997.
 
4. CAPITAL SHARES
At October 31, 1997, there were 6,000,000,000 shares of the Company's common
stock authorized, at $0.0001 par value. Of this amount, 200,000,000 were
classified as shares of the Fund; 400,000,000 were classified as shares of GT
Global Government Income Fund; 200,000,000 were classified as shares of GT
Global Developing Markets Fund; 200,000,000 were classified as shares of GT
Global Health Care Fund; 200,000,000 were classified as shares of GT Global
Strategic Income Fund; 200,000,000 were classified as shares of GT Global
Currency Fund (inactive); 200,000,000 were classified as shares of GT Global
Growth & Income Fund; 200,000,000 were classified as shares of GT Global Small
Companies Fund (inactive); 200,000,000 were classified as shares of GT Global
Natural Resources Fund; 200,000,000 were classified as shares of GT Global
Infrastructure Fund; 400,000,000 were classified as shares of GT Global
Telecommunications Fund; 200,000,000 were classified as shares of GT Global
Emerging Markets Fund; and 200,000,000 were classified as shares of GT Global
Financial Services Fund; 200,000,000 were classified as shares of GT Global High
Income Fund; and 200,000,000 were classified as shares of GT Global Consumer
Products and Services Fund. The shares of each of the foregoing series of the
Company were divided equally into two classes, designated Class A and Class B
common stock. With respect to the issuance of Advisor Class shares, 100,000,000
shares were classified as shares of each of the fifteen series of the Company
and designated as Advisor Class common stock. 1,100,000,000 shares remain
unclassified. Transactions in capital shares of the Fund were as follows:
 
                                      F15
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                           CAPITAL SHARE TRANSACTIONS
<TABLE>
<CAPTION>
                                                            YEAR ENDED                   YEAR ENDED
                                                         OCTOBER 31,1997              OCTOBER 31, 1996
                                                    --------------------------  ----------------------------
CLASS A                                               SHARES        AMOUNT        SHARES         AMOUNT
- --------------------------------------------------  -----------  -------------  -----------  ---------------
<S>                                                 <C>          <C>            <C>          <C>
Shares sold.......................................   46,171,230  $ 937,785,689   76,364,877  $ 1,304,172,875
Shares issued in connection with reinvestment of
  distributions...................................           --             --       66,851        1,023,814
                                                    -----------  -------------  -----------  ---------------
                                                     46,171,230    937,785,689   76,431,728    1,305,196,689
Shares repurchased................................  (47,874,889)  (980,118,186) (78,414,835)  (1,346,357,898)
                                                    -----------  -------------  -----------  ---------------
Net decrease......................................   (1,703,659) $ (42,332,497)  (1,983,107) $   (41,161,209)
                                                    -----------  -------------  -----------  ---------------
                                                    -----------  -------------  -----------  ---------------
 
<CAPTION>
 
                                                            YEAR ENDED                   YEAR ENDED
                                                         OCTOBER 31, 1997             OCTOBER 31, 1996
                                                    --------------------------  ----------------------------
CLASS B                                               SHARES        AMOUNT        SHARES         AMOUNT
- --------------------------------------------------  -----------  -------------  -----------  ---------------
<S>                                                 <C>          <C>            <C>          <C>
Shares sold.......................................   14,424,170  $ 299,346,687   13,503,991  $   230,324,732
Shares issued in connection with reinvestment of
  distributions...................................           --             --        6,914          105,073
                                                    -----------  -------------  -----------  ---------------
                                                     14,424,170    299,346,687   13,510,905      230,429,805
Shares repurchased................................  (15,210,392)  (316,506,347) (14,627,921)    (250,064,111)
                                                    -----------  -------------  -----------  ---------------
Net decrease......................................     (786,222) $ (17,159,660)  (1,117,016) $   (19,634,306)
                                                    -----------  -------------  -----------  ---------------
                                                    -----------  -------------  -----------  ---------------
<CAPTION>
 
                                                            YEAR ENDED                   YEAR ENDED
                                                         OCTOBER 31, 1997             OCTOBER 31, 1996
                                                    --------------------------  ----------------------------
ADVISOR CLASS                                         SHARES        AMOUNT        SHARES         AMOUNT
- --------------------------------------------------  -----------  -------------  -----------  ---------------
<S>                                                 <C>          <C>            <C>          <C>
Shares sold.......................................    1,448,623  $  29,968,381      932,074  $    16,161,478
Shares issued in connection with reinvestment of
  distributions...................................           --             --          408            6,223
                                                    -----------  -------------  -----------  ---------------
                                                      1,448,623     29,968,381      932,482       16,167,701
Shares repurchased................................   (1,461,777)   (30,469,185)    (910,792)     (15,778,640)
                                                    -----------  -------------  -----------  ---------------
Net increase (decrease)...........................      (13,154) $    (500,804)      21,690  $       389,061
                                                    -----------  -------------  -----------  ---------------
                                                    -----------  -------------  -----------  ---------------
</TABLE>
 
5. HOLDINGS OF 5% VOTING SECURITIES OF PORTFOLIO COMPANIES
Investments of 5% or more of an issuer's outstanding voting securities by the
Fund are defined in the Investment Company Act of 1940 as an affiliated company.
There were no investments in affiliated companies at October 31, 1997.
 
Transactions during the year with companies that were affiliates are as follows:
 
<TABLE>
<CAPTION>
                                                                               NET
                                                                             REALIZED
                                                    PURCHASES     SALES        GAIN     DIVIDEND
AFFILIATES                                             COST      PROCEEDS     (LOSS)     INCOME
- --------------------------------------------------  ----------  ----------  ----------  --------
<S>                                                 <C>         <C>         <C>         <C>
Compania Boliviana de Energia Electrica...........  $       --  $9,666,400  $2,805,315  $ 44,960
Sanluis Corporacion, S.A. de C.V..................          --   5,738,935   2,214,183   318,107
</TABLE>
 
6. EXPENSE REDUCTIONS
The Manager has directed certain portfolio trades to brokers who paid a portion
of the Fund's expenses. For the year ended October 31, 1997, the Fund's expenses
were reduced by $45,431 under these arrangements.
 
                                      F16
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW,  INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF  INVESTING IN RELATED INDUSTRIES, PLEASE  CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers  access  to the  emerging  and established  markets  of the  Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
[LOGO]NO DEALER, SALES REPRESENTATIVE OR  OTHER PERSON HAS BEEN AUTHORIZED  TO
  GIVE  ANY INFORMATION  OR TO MAKE  ANY REPRESENTATION NOT  CONTAINED IN THIS
  STATEMENT OF ADDITIONAL INFORMATION AND, IF GIVEN OR MADE, SUCH  INFORMATION
  OR  REPRESENTATION MUST NOT BE RELIED UPON  AS HAVING BEEN AUTHORIZED BY AIM
  INVESTMENT FUNDS, INC.,  AIM LATIN  AMERICAN GROWTH  FUND, A  I M  ADVISORS,
  INC.,  INVESCO (NY),  INC. OR  A I  M DISTRIBUTORS,  INC. THIS  STATEMENT OF
  ADDITIONAL INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR  SOLICITATION
  OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION
  TO  ANY  PERSON  TO  WHOM  IT  IS  UNLAWFUL  TO  MAKE  SUCH  OFFER  IN  SUCH
  JURISDICTION.
    
 
                                                                      LATSA703MC
<PAGE>
   
                           AIM EMERGING MARKETS FUND
    
 
   
                        50 California Street, 27th Floor
                            San Francisco, CA 94111
                                 (415) 392-6181
                           Toll Free: (800) 824-1580
                      Statement of Additional Information
                                  June 1, 1998
    
 
- --------------------------------------------------------------------------------
 
   
This  Statement of  Additional Information  relates to the  Class A  and Class B
shares of AIM Emerging Markets Fund  ("Fund"). The Fund is a diversified  series
of  AIM Investment Funds, Inc. (the "Company"), a registered open-end management
investment company. This  Statement of  Additional Information, which  is not  a
prospectus,  supplements  and  should be  read  in conjunction  with  the Fund's
current Class A and Class B Prospectus dated June 1, 1998. A copy of the  Fund's
Prospectus  is available without  charge by writing  to the above  address or by
calling the Fund at the toll-free telephone number listed above.
    
 
   
A  I  M  Advisors,  Inc.  ("AIM")  serves  as  the  investment  manager  of  and
administrator  for, and  INVESCO (NY),  Inc. (the  "Sub-adviser") serves  as the
investment sub-adviser and sub-administrator for,  the Fund. The distributor  of
the  Fund's shares is A I M  Distributors, Inc. ("AIM Distributors"). The Fund's
transfer agent  is GT  Global  Investor Services,  Inc.  ("GT Services"  or  the
"Transfer Agent").
    
 
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                                                           Page No.
                                                                                                                           --------
<S>                                                                                                                        <C>
Investment Objective and Policies........................................................................................      2
Options, Futures and Currency Strategies.................................................................................      6
Risk Factors.............................................................................................................     14
Investment Limitations...................................................................................................     19
Execution of Portfolio Transactions......................................................................................     20
Directors and Executive Officers.........................................................................................     22
Management...............................................................................................................     25
Valuation of Fund Shares.................................................................................................     27
Information Relating to Sales and Redemptions............................................................................     29
Taxes....................................................................................................................     33
Additional Information...................................................................................................     35
Investment Results.......................................................................................................     36
Description of Debt Ratings..............................................................................................     41
Financial Statements.....................................................................................................     43
</TABLE>
    
 
   
[LOGO]
    
 
                   Statement of Additional Information Page 1
<PAGE>
                           AIM EMERGING MARKETS FUND
 
                              INVESTMENT OBJECTIVE
                                  AND POLICIES
 
- --------------------------------------------------------------------------------
 
INVESTMENT OBJECTIVE
The  investment objective of the  Fund is long-term growth  of capital. The Fund
seeks this objective by investing, under  normal circumstances, at least 65%  of
its total assets in equity securities of companies in emerging markets. The Fund
does  not consider  the following countries  to be  emerging markets: Australia,
Austria, Belgium, Canada, Denmark,  England, Finland, France, Germany,  Ireland,
Italy,  Japan, the Netherlands, New  Zealand, Norway, Spain, Sweden, Switzerland
and United States. The  Fund normally may invest  up to 35% of  its assets in  a
combination  of  (i)  debt  securities of  government  or  corporate  issuers in
emerging markets;  (ii)  equity and  debt  securities of  issuers  in  developed
countries,  including the United States; (iii) securities of issuers in emerging
markets not included in  the list of  emerging markets set  forth in the  Fund's
current   Prospectus,  if  investing  therein  becomes  feasible  and  desirable
subsequent to the date of the Fund's current Prospectus; and (iv) cash and money
market instruments.
 
In determining what countries constitute emerging markets, the Sub-adviser  will
consider,  among other things,  data, analysis, and  classification of countries
published or  disseminated  by the  International  Bank for  Reconstruction  and
Development  (commonly known  as the World  Bank) and  the International Finance
Corporation.
 
SELECTION OF EQUITY INVESTMENTS
In  determining  the  appropriate  distribution  of  investments  among  various
countries  and  geographic  regions  for the  Fund,  the  Sub-adviser ordinarily
considers the following factors: prospects for relative economic growth  between
the  different  countries  in which  the  Fund  may invest;  expected  levels of
inflation; government policies influencing business conditions; the outlook  for
currency relationships; and the range of the individual investment opportunities
available to international investors.
 
In  analyzing  companies in  emerging markets  for investment  by the  Fund, the
Sub-adviser ordinarily looks for one  or more of the following  characteristics:
an  above-average earnings  growth per share;  high return  on invested capital;
healthy balance  sheet;  sound financial  and  accounting policies  and  overall
financial  strength;  strong  competitive  advantages;  effective  research  and
product development  and  marketing;  efficient  service;  pricing  flexibility;
strength  of management; and general operating characteristics which will enable
the companies  to  compete successfully  in  their respective  marketplaces.  In
certain countries, governmental restrictions and other limitations on investment
may  affect the maximum percentage of equity ownership in any one company by the
Fund. In addition, in some instances  only special classes of securities may  be
purchased by foreigners and the market prices, liquidity and rights with respect
to those securities may vary from shares owned by nationals.
 
Although  the Fund values  its assets daily  in terms of  U.S. dollars, the Fund
does not intend to convert its holdings of foreign currencies into U.S.  dollars
on a daily basis. The Fund will do so from time to time, and investors should be
aware  of the costs of currency conversion. Although foreign exchange dealers do
not charge  a  fee  for conversion,  they  do  realize a  profit  based  on  the
difference  ("spread") between the  prices at which they  are buying and selling
various currencies. Thus, a dealer may offer  to sell a foreign currency to  the
Fund  at one  rate, while  offering a  lesser rate  of exchange  should the Fund
desire to sell that currency to the dealer.
 
The Fund may be prohibited under the Investment Company Act of 1940, as  amended
("1940  Act") from purchasing the securities of any foreign company that, in its
most recent  fiscal year,  derived more  than  15% of  its gross  revenues  from
securities-related  activities ("securities-related companies").  In a number of
countries,  commercial  banks  act  as  securities  broker/dealers,   investment
advisers  and underwriters or otherwise engage in securities-related activities,
which may limit the Fund's ability to hold securities issued by banks. The  Fund
has obtained an exemption from the Securities and Exchange Commission ("SEC") to
permit  it  to  invest  in  certain  of  these  securities  subject  to  certain
restrictions.
 
INVESTMENTS IN OTHER INVESTMENT COMPANIES
With respect to certain countries investments by the Fund presently may be  made
only  by acquiring  shares of  other investment  companies (including investment
vehicles or companies advised by the Sub-adviser or its affiliates  ("Affiliated
Funds")) with local governmental approval to invest in those countries. The Fund
may  invest  in the  securities of  closed-end  investment companies  within the
limits of the 1940 Act. These  limitations currently provide, in part, that  the
Fund may
 
                   Statement of Additional Information Page 2
<PAGE>
                           AIM EMERGING MARKETS FUND
   
purchase  shares of a  closed-end investment company unless  (a) such a purchase
would cause the Fund to  own in the aggregate more  than 3 percent of the  total
outstanding  voting stock of the investment company or (b) such a purchase would
cause the Fund to have more than 5  percent of its total assets invested in  the
investment  company or more than 10 percent  of its total assets invested in the
aggregate in  all  such  investment companies.  Investment  in  such  investment
companies  may involve  the payment of  substantial premiums above  the value of
such companies' portfolio securities. The Fund does not intend to invest in such
funds unless, in the judgment of the Sub-adviser, the potential benefits of such
investments justify the payment of any  applicable premiums. The return on  such
securities  will be  reduced by operating  expenses of  such companies including
payments to the investment managers of those investment companies. With  respect
to investments in Affiliated Funds, AIM and the Sub-adviser waive their advisory
fees  to the extent that such  fees are based on assets  of the Fund invested in
Affiliated Funds.  At such  time  as direct  investment  in these  countries  is
allowed, the Fund anticipates investing directly in these markets.
    
 
SAMURAI AND YANKEE BONDS
Subject  to  its fundamental  investment restrictions,  the  Fund may  invest in
yen-denominated bonds sold in Japan  by non-Japanese issuers ("Samurai  bonds"),
and may invest in dollar-denominated bonds sold in the United States by non-U.S.
issuers  ("Yankee bonds"). As  compared with bonds issued  in their countries of
domicile, such bond issues  normally carry a higher  interest rate but are  less
actively  traded. It is  the policy of the  Fund to invest  in Samurai or Yankee
bond issues  only  after  taking  into account  considerations  of  quality  and
liquidity,  as well as yield.  These bonds would be  issued by governments which
are members of the Organization for Economic Cooperation and Development or have
AAA ratings.
 
DEPOSITORY RECEIPTS
The Fund  may  hold  securities of  foreign  issuers  in the  form  of  American
Depository  Receipts  ("ADRs"),  American  Depository  Shares  ("ADSs"),  Global
Depository Receipts ("GDRs") and European Depository Receipts ("EDRs"), or other
securities convertible  into  securities  of  eligible  foreign  issuers.  These
securities  may  not necessarily  be  denominated in  the  same currency  as the
securities for which they may be  exchanged. ADRs and ADSs typically are  issued
by  an  American bank  or  trust company  and  evidence ownership  of underlying
securities issued by a foreign  corporation. EDRs, which are sometimes  referred
to  as Continental Depository Receipts ("CDRs"),  are issued in Europe typically
by foreign banks and trust companies and evidence ownership of either foreign or
domestic securities.  GDRs are  similar to  EDRs  and are  designed for  use  in
several  international financial markets. Generally, ADRs and ADSs in registered
form are designed for use in United States securities markets and EDRs in bearer
form are designed for  use in European securities  markets. For purposes of  the
Fund's  investment policies, the Fund's investments in ADRs, ADSs, GDRs and EDRs
will  be  deemed  to  be  investments  in  the  equity  securities  representing
securities of foreign issuers into which they may be converted.
 
ADR  facilities may be established as either "unsponsored" or "sponsored." While
ADRs issued under these  two types of facilities  are in some respects  similar,
there  are distinctions between  them relating to the  rights and obligations of
ADR holders and the practices of market participants. A depository may establish
an unsponsored  facility  without  participation by  (or  even  necessarily  the
acquiescence  of) the issuer of the deposited securities, although typically the
depository requests a  letter of  non-objection from  such issuer  prior to  the
establishment  of the facility.  Holders of unsponsored  ADRs generally bear all
the costs  of such  facilities. The  depository usually  charges fees  upon  the
deposit  and withdrawal of the deposited securities, the conversion of dividends
into  U.S.  dollars,  the  disposition   of  non-cash  distributions,  and   the
performance  of  other  services.  The  depository  of  an  unsponsored facility
frequently is  under  no  obligation to  distribute  shareholder  communications
received  from the issuer of the deposited  securities or to pass through voting
rights to ADR  holders in  respect of  the deposited  securities. Sponsored  ADR
facilities  are created in generally the  same manner as unsponsored facilities,
except that  the  issuer of  the  deposited  securities enters  into  a  deposit
agreement  with the  depository. The deposit  agreement sets out  the rights and
responsibilities of  the  issuer,  the  depository and  the  ADR  holders.  With
sponsored facilities, the issuer of the deposited securities generally will bear
some of the costs relating to the facility (such as dividend payment fees of the
depository),  although ADR holders continue to bear certain other costs (such as
deposit and withdrawal fees).  Under the terms  of most sponsored  arrangements,
depositories  agree  to distribute  notices of  shareholder meetings  and voting
instructions, and to provide shareholder communications and other information to
the ADR holders at the  request of the issuer  of the deposited securities.  The
Fund may invest in both sponsored and unsponsored ADRs.
 
WARRANTS OR RIGHTS
Warrants  or  rights  may be  acquired  by  the Fund  in  connection  with other
securities or separately and provide  the Fund with the  right to purchase at  a
later date other securities of the issuer.
 
                   Statement of Additional Information Page 3
<PAGE>
                           AIM EMERGING MARKETS FUND
 
COMMERCIAL BANK OBLIGATIONS
For  the  purposes  of  the  Fund's investment  policies  with  respect  to bank
obligations, obligations of foreign branches of U.S. banks and of foreign  banks
are obligations of the issuing bank and may be general obligations of the parent
bank.  Such obligations,  however, may  be limited  by the  terms of  a specific
obligation  and  by  government  regulation.  As  with  investment  in  non-U.S.
securities  in general,  investments in the  obligations of  foreign branches of
U.S. banks and of foreign  banks may subject the  Fund to investment risks  that
are  different  in some  respects from  those of  investments in  obligations of
domestic issuers. Although  the Fund typically  will acquire obligations  issued
and  supported by the credit of U.S. or foreign banks having total assets at the
time of  purchase in  excess of  $1 billion,  this $1  billion figure  is not  a
fundamental  investment policy or  restriction of the Fund.  For the purposes of
calculation with respect to the $1 billion figure, the assets of a bank will  be
deemed to include the assets of its U.S. and non-U.S. branches.
 
REPURCHASE AGREEMENTS
   
A  repurchase agreement is a transaction in  which the Fund purchases a security
from a bank or recognized securities dealer and simultaneously commits to resell
that security to the  bank or dealer  at an agreed-upon  price, date and  market
rate  of interest  unrelated to  the coupon  rate or  maturity of  the purchased
security. Although repurchase agreements carry certain risks not associated with
direct investments in securities, including possible decline in the market value
of the underlying securities and delays and costs to the Fund if the other party
to the repurchase  agreement becomes bankrupt,  the Fund intends  to enter  into
repurchase agreements only with banks and dealers believed by the Sub-adviser to
present  minimal  credit risks  in accordance  with  guidelines approved  by the
Company's  Board  of  Directors.  The  Sub-adviser  reviews  and  monitors   the
creditworthiness of such institutions under the Board's general supervision.
    
 
The  Fund will invest only in  repurchase agreements collateralized at all times
in an amount at least  equal to the repurchase  price plus accrued interest.  To
the  extent that the proceeds from any sale of such collateral upon a default in
the obligation to repurchase were less than the repurchase price, the Fund would
suffer a loss.  If the financial  institution which is  party to the  repurchase
agreement petitions for bankruptcy or otherwise becomes subject to bankruptcy or
other  liquidation proceedings, there may be  restrictions on the Fund's ability
to sell the collateral and the Fund  could suffer a loss. However, with  respect
to  financial  institutions  whose  bankruptcy  or  liquidation  proceedings are
subject to the U.S. Bankruptcy Code, the Fund intends to comply with  provisions
under  the U.S. Bankruptcy  Code that would  allow it immediately  to resell the
collateral. There is no limitation on the  amount of the Fund's assets that  may
be  subject to repurchase agreements at any  given time. The Fund will not enter
into a repurchase agreement  with a maturity  of more than seven  days if, as  a
result,  more than 15% of the value of  its net assets would be invested in such
repurchase agreements and other illiquid investments.
 
BORROWING, REVERSE REPURCHASE AGREEMENTS AND "ROLL" TRANSACTIONS
The Fund's borrowings will not exceed 33 1/3% of the Fund's total assets,  I.E.,
the  Fund's total assets at all times will  equal at least 300% of the amount of
outstanding borrowings.  If  market fluctuations  in  the value  of  the  Fund's
portfolio  holdings or other factors cause the  ratio of the Fund's total assets
to outstanding borrowings to fall below 300%,  the Fund may be required to  sell
portfolio  securities  to  restore  300% asset  coverage,  even  though  from an
investment standpoint such  sales might  be disadvantageous. The  Fund also  may
borrow  up to 5% of  its total assets for  temporary or emergency purposes other
than  to  meet  redemptions.  Any  borrowing  by  the  Fund  may  cause  greater
fluctuation  in the value of its  shares than would be the  case if the Fund did
not borrow.
 
   
The Fund's fundamental investment  limitations permit the  Fund to borrow  money
for leveraging purposes. The Fund, however, currently is prohibited, pursuant to
a  non-fundamental investment  policy, from  purchasing securities  during times
when outstanding borrowings represent more than 5% of its assets.  Nevertheless,
this  policy may be changed in the future by vote of a majority of the Company's
Board of Directors.  If the Fund  employs leverage  in the future,  it would  be
subject  to certain additional risks. Use of leverage creates an opportunity for
greater growth of capital but would exaggerate any increases or decreases in the
Fund's net asset value. When the  income and gains on securities purchased  with
the  proceeds  of borrowings  exceed the  costs of  such borrowings,  the Fund's
earnings or net  asset value will  increase faster than  otherwise would be  the
case; conversely, if such income and gains fail to exceed such costs, the Fund's
earnings  or net asset  value would decline  faster than would  otherwise be the
case.
    
 
The Fund  may enter  into reverse  repurchase agreements.  A reverse  repurchase
agreement is a borrowing transaction in which the Fund transfers possession of a
security  to another party, such as a  bank or broker/dealer in return for cash,
and agrees to repurchase  the security in  the future at  an agreed upon  price,
which  includes  an  interest component.  The  Fund  also may  engage  in "roll"
borrowing transactions  which involve  the Fund's  sale of  Government  National
Mortgage Association certificates or other securities together with a commitment
(for  which the Fund may receive a  fee) to purchase similar, but not identical,
securities at a future date.  The Fund will segregate  with a custodian cash  or
other liquid securities
 
                   Statement of Additional Information Page 4
<PAGE>
                           AIM EMERGING MARKETS FUND
in  an amount sufficient to cover  its obligations under "roll" transactions and
reverse repurchase agreements with broker/  dealers. No segregation is  required
for reverse repurchase agreements with banks.
 
LENDING OF PORTFOLIO SECURITIES
For  the purpose of realizing additional income, the Fund may make secured loans
of portfolio securities  amounting to  not more than  30% of  its total  assets.
Securities  loans are made to broker/dealers or institutional investors pursuant
to agreements requiring that the loans continuously be secured by collateral  at
least  equal at all times  to the value of the  securities lent plus any accrued
interest, "marked  to market"  on a  daily basis.  The Fund  may pay  reasonable
administrative  and custodial fees  in connection with  loans of its securities.
While the securities loan is outstanding, the Fund will continue to receive  the
equivalent of the interest or dividends paid by the issuer on the securities, as
well as interest on the investment of the collateral or a fee from the borrower.
The  Fund has  a right to  call each loan  and obtain the  securities within the
stated settlement  period. The  Fund will  not  have the  right to  vote  equity
securities while they are being lent, but it will call in a loan in anticipation
of  any  important  vote.  Loans  only  will be  made  to  firms  deemed  by the
Sub-adviser to be of good standing and will not be made unless, in the  judgment
of the Sub-adviser, the consideration to be earned from such loans would justify
the risk.
 
SHORT SALES
The  Fund  may  make short  sales  of  securities, although  it  has  no current
intention of doing so. A short sale is  a transaction in which the Fund sells  a
security  in anticipation that  the market price of  that security will decline.
The Fund may  make short  sales (i)  as a form  of hedging  to offset  potential
declines  in long positions in securities it owns, or anticipates acquiring, and
(ii) in order to maintain portfolio flexibility.
 
When the Fund makes a short sale of  a security it does not own, it must  borrow
the   security  sold  short  and  deliver  it  to  the  broker/dealer  or  other
intermediary through which it made  the short sale. The Fund  may have to pay  a
fee  to borrow particular securities and will often be obligated to pay over any
payments received on such borrowed securities.
 
The Fund's obligation  to replace the  borrowed security when  the borrowing  is
called or expires will be secured by collateral deposited with the intermediary.
The  Fund also will be required to  deposit collateral with its custodian to the
extent, if any, necessary so that the  value of both collateral deposits in  the
aggregate  is at all times equal to at least 100% of the current market value of
the security sold short.  Depending on arrangements  made with the  intermediary
from which it borrowed the security regarding payment of any amounts received by
the  Fund on  such security,  the Fund may  not receive  any payments (including
interest) on its collateral deposited with such intermediary.
 
If the price of the security sold short increases between the time of the  short
sale and the time the Fund replaces the borrowed security, the Fund will incur a
loss;  conversely, if the price declines, the Fund will realize a gain. Any gain
will be decreased, and any loss  increased, by the transaction costs  associated
with  the transaction. Although the Fund's gain is limited by the price at which
it sold the security short, its potential loss theoretically is unlimited.
 
The Fund will not make  a short sale if, after  giving effect to such sale,  the
market  value of the securities sold short exceeds 25% of the value of its total
assets or the Fund's aggregate short sales  of the securities of any one  issuer
exceed  the lesser of 2% of the Fund's net assets or 2% of the securities of any
class of the  issuer. Moreover, the  Fund may  engage in short  sales only  with
respect  to securities  listed on a  national securities exchange.  The Fund may
make short sales "against the box" without respect to such limitations. In  this
type  of short sale, at the  time of the sale the  Fund owns the security it has
sold short  or  has the  immediate  and unconditional  right  to acquire  at  no
additional cost the identical security.
 
TEMPORARY DEFENSIVE STRATEGIES
The  Emerging Markets  Fund may  invest in the  following types  of money market
instruments (i.e., debt  instruments with  less than 12  months remaining  until
maturity)  denominated  in U.S.  dollars  or other  currencies:  (a) obligations
issued or  guaranteed  by  the  U.S. or  foreign  governments,  their  agencies,
instrumentalities   or   municipalities;   (b)   obligations   of  international
organizations designed or supported by multiple foreign governmental entities to
promote economic reconstruction or development; (c) finance company obligations,
corporate commercial paper and other short-term commercial obligations; (d) bank
obligations (including certificates of  deposit, time deposits, demand  deposits
and  bankers'  acceptances);  (e)  repurchase  agreements  with  respect  to the
foregoing; and (f) other substantially  similar short-term debt securities  with
comparable characteristics.
 
   
The  Emerging Markets Fund may invest in commercial paper rated as low as A-3 by
Standard and Poor's, a  division of The McGraw-Hill  Companies, Inc. ("S&P")  or
P-3  by Moody's Investor Services Inc.  ("Moody's") or, if not rated, determined
by the Sub-adviser to  be of comparable quality.  Obligations rated A-3 and  P-3
are  considered by S&P and Moody's, respectively, to have an acceptable capacity
for timely  repayment.  However, these  securities  may be  more  vulnerable  to
adverse  effects of  changes in  circumstances than  obligations carrying higher
designations.
    
 
                   Statement of Additional Information Page 5
<PAGE>
                           AIM EMERGING MARKETS FUND
 
                              OPTIONS, FUTURES AND
                              CURRENCY STRATEGIES
 
- --------------------------------------------------------------------------------
 
SPECIAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES
The use of options, futures  contracts and forward currency contracts  ("Forward
Contracts") involves special considerations and risks, as described below. Risks
pertaining to particular instruments are described in the sections that follow.
 
        (1)  Successful  use  of  most of  these  instruments  depends  upon the
    Sub-adviser's ability to  predict movements  of the  overall securities  and
    currency markets, which requires different skills than predicting changes in
    the prices of individual securities. While the Sub-adviser is experienced in
    the  use of these instruments, there can be no assurance that any particular
    strategy adopted will succeed.
 
        (2) There  might  be  imperfect correlation,  or  even  no  correlation,
    between  price  movements  of  an  instrument  and  price  movements  of the
    investments being hedged. For example, if the value of an instrument used in
    a short hedge  increased by less  than the  decline in value  of the  hedged
    investment,  the  hedge  would  not  be fully  successful.  Such  a  lack of
    correlation might  occur  due to  factors  unrelated  to the  value  of  the
    investments  being hedged,  such as  speculative or  other pressures  on the
    markets in  which the  hedging instrument  is traded.  The effectiveness  of
    hedges  using hedging  instruments on indices  will depend on  the degree of
    correlation between price movements in the index and price movements in  the
    investments being hedged.
 
        (3) Hedging strategies, if successful, can reduce risk of loss by wholly
    or  partially offsetting the negative  effect of unfavorable price movements
    in the investments being hedged. However, hedging strategies can also reduce
    opportunity for gain by  offsetting the positive  effect of favorable  price
    movements in the hedged investments. For example, if the Fund entered into a
    short  hedge because the Sub-adviser  projected a decline in  the price of a
    security in the Fund's portfolio, and  the price of that security  increased
    instead,  the gain from that increase might be wholly or partially offset by
    a decline in the price of the hedging instrument. Moreover, if the price  of
    the  hedging instrument declined by  more than the increase  in the price of
    the security, the Fund could  suffer a loss. In  either such case, the  Fund
    would have been in a better position had it not hedged at all.
 
        (4) As described below, the Fund might be required to maintain assets as
    "cover,"  maintain segregated accounts or make margin payments when it takes
    positions in  instruments  involving  obligations to  third  parties  (I.E.,
    instruments  other than purchased options). If the Fund were unable to close
    out its positions in such instruments,  it might be required to continue  to
    maintain  such assets or  accounts or make such  payments until the position
    expired or matured. The requirements might impair the Fund's ability to sell
    a portfolio security or make an investment at a time when it would otherwise
    be favorable to do so, or require that the Fund sell a portfolio security at
    a disadvantageous time.  The Fund's ability  to close out  a position in  an
    instrument  prior to  expiration or maturity  depends on the  existence of a
    liquid secondary market or, in the absence of such a market, the ability and
    willingness of the other party to the transaction ("contra party") to  enter
    into  a  transaction  closing  out  the  position.  Therefore,  there  is no
    assurance that any position can  be closed out at a  time and price that  is
    favorable to the Fund.
 
WRITING CALL OPTIONS
The  Fund may write  (sell) call options on  securities, indices and currencies.
Call options generally will be written on securities and currencies that, in the
opinion of the Sub-adviser are not expected to make any major price moves in the
near future  but  that,  over  the  long  term,  are  deemed  to  be  attractive
investments for the Fund.
 
A  call option  gives the  holder (buyer)  the right  to purchase  a security or
currency at a specified price (the  exercise price) at any time until  (American
style)  or on (European style) a certain  date (the expiration date). As long as
the obligation of the writer of a  call option continues, he may be assigned  an
exercise  notice, requiring him  to deliver the  underlying security or currency
against payment  of the  exercise  price. This  obligation terminates  upon  the
expiration  of the call option, or such earlier time at which the writer effects
a closing  purchase  transaction  by  purchasing an  option  identical  to  that
previously sold.
 
Portfolio  securities or currencies on which call options may be written will be
purchased solely on the basis  of investment considerations consistent with  the
Fund's  investment objectives. When  writing a call option,  the Fund, in return
for the
 
                   Statement of Additional Information Page 6
<PAGE>
                           AIM EMERGING MARKETS FUND
premium, gives  up the  opportunity for  profit  from a  price increase  in  the
underlying  security or currency above the  exercise price, and retains the risk
of loss should the  price of the  security or currency  decline. Unlike one  who
owns  securities or currencies not subject to an option, the Fund has no control
over when it may  be required to sell  the underlying securities or  currencies,
since  most  options  may  be  exercised  at  any  time  prior  to  the option's
expiration. If a call option  that the Fund has  written expires, the Fund  will
realize a gain in the amount of the premium; however, such gain may be offset by
a  decline in the market value of the underlying security or currency during the
option period. If the call option is exercised, the Fund will realize a gain  or
loss  from  the sale  of  the underlying  security  or currency,  which  will be
increased or  offset by  the premium  received.  The Fund  does not  consider  a
security  or currency covered by  a call option to be  "pledged" as that term is
used in the Fund's policy that limits the pledging or mortgaging of its assets.
 
Writing call options can serve as a limited short hedge because declines in  the
value  of the  hedged investment would  be offset  to the extent  of the premium
received  for  writing  the  option.  However,  if  the  security  or   currency
appreciates to a price higher than the exercise price of the call option, it can
be  expected that the option will be exercised and the Fund will be obligated to
sell the security or currency at less than its market value.
 
The premium  that the  Fund receives  for writing  a call  option is  deemed  to
constitute the market value of an option. The premium the Fund will receive from
writing a call option will reflect, among other things, the current market price
of  the underlying  investment, the relationship  of the exercise  price to such
market price, the historical price volatility of the underlying investment,  and
the length of the option period. In determining whether a particular call option
should  be  written, the  Sub-adviser will  consider  the reasonableness  of the
anticipated premium and the likelihood that a liquid secondary market will exist
for those options.
 
Closing transactions  will  be effected  in  order to  realize  a profit  on  an
outstanding  call option,  to prevent  an underlying  security or  currency from
being called, or  to permit  the sale of  the underlying  security or  currency.
Furthermore,  effecting  a closing  transaction will  permit  the Fund  to write
another call  option  on the  underlying  security  or currency  with  either  a
different exercise price, expiration date or both.
 
The  Fund will pay transaction  costs in connection with  the writing of options
and in entering into closing  purchase contracts. Transaction costs relating  to
options  activity are  normally higher  than those  applicable to  purchases and
sales of portfolio securities.
 
The exercise price of the  options may be below, equal  to or above the  current
market values of the underlying securities or currencies at the time the options
are  written. From time to time, the Fund may purchase an underlying security or
currency for delivery in accordance with the exercise of an option, rather  than
delivering  such  security  or  currency  from  its  portfolio.  In  such cases,
additional costs will be incurred.
 
The Fund will realize a  profit or loss from  a closing purchase transaction  if
the  cost of  the transaction  is less or  more, respectively,  than the premium
received from writing  the option. Because  increases in the  market price of  a
call  option  generally  will  reflect  increases in  the  market  price  of the
underlying security or  currency, any loss  resulting from the  repurchase of  a
call  option is likely to be  offset in whole or in  part by appreciation of the
underlying security or currency owned by the Fund.
 
WRITING PUT OPTIONS
The Fund may  write put  options on securities,  indices and  currencies. A  put
option  gives the  purchaser of  the option  the right  to sell,  and the writer
(seller) the  obligation to  buy, the  underlying security  or currency  at  the
exercise  price at any  time until (American  style) or on  (European style) the
expiration date. The operation of put options in other respects, including their
related risks and rewards, is identical substantially to that of call options.
 
The  Fund  generally  would  write  put  options  in  circumstances  where   the
Sub-adviser  wishes  to purchase  the underlying  security  or currency  for the
Fund's portfolio at a price lower than the current market price of the  security
or  currency. In such  event, the Fund would  write a put  option at an exercise
price that, reduced by  the premium received on  the option, reflects the  lower
price  it is willing to pay. Since the  Fund would also receive interest on debt
securities or currencies maintained to cover  the exercise price of the  option,
this  technique could be used to enhance current return during periods of market
uncertainty. The risk in such  a transaction would be  that the market price  of
the  underlying security or currency would decline below the exercise price less
the premium received.
 
Writing put options can serve as a  limited long hedge because increases in  the
value  of the  hedged investment would  be offset  to the extent  of the premium
received  for  writing  the  option.  However,  if  the  security  or   currency
depreciates  to a price lower than the exercise  price of the put option, it can
be expected that the put option will be exercised and the Fund will be obligated
to sell the security or currency at more than its market value.
 
                   Statement of Additional Information Page 7
<PAGE>
                           AIM EMERGING MARKETS FUND
 
PURCHASING PUT OPTIONS
The Fund may purchase put options on securities, indices and currencies. As  the
holder  of a put  option, the Fund would  have the right  to sell the underlying
security or currency at the exercise price at any time until (American style) or
on (European style) the  expiration date. The Fund  may enter into closing  sale
transactions  with  respect to  such options,  exercise them  or permit  them to
expire.
 
The Fund  may  purchase a  put  option on  an  underlying security  or  currency
("protective  put") owned by the Fund  to protect against an anticipated decline
in the  value of  the security  or currency.  Such protection  is provided  only
during  the life  of the  put option  when the  Fund, as  the holder  of the put
option, is able to sell the underlying security or currency at the put  exercise
price  regardless of  any decline in  the underlying security's  market price or
currency's exchange  value.  The  premium  paid  for  the  put  option  and  any
transaction  costs would reduce any  profit otherwise available for distribution
when the security or currency is eventually sold.
 
The Fund also may purchase put options at a time when the Fund does not own  the
underlying  security or  currency. By  purchasing put  options on  a security or
currency it does not own, the Fund seeks to benefit from a decline in the market
price of the underlying security or currency. If the put option is not sold when
it has remaining value, and  if the market price  of the underlying security  or
currency  remains equal to or greater than the exercise price during the life of
the put option, the Fund will lose  its entire investment in the put option.  In
order for the purchase of a put option to be profitable, the market price of the
underlying  security or  currency must  decline sufficiently  below the exercise
price to cover the premium and transaction costs, unless the put option is  sold
in a closing sale transaction.
 
PURCHASING CALL OPTIONS
The Fund may purchase call options on securities, indices and currencies. As the
holder  of  a  call  option, the  Fund  would  have the  right  to  purchase the
underlying security  or  currency  at  the exercise  price  at  any  time  until
(American  style) or on (European style) the expiration date. The Fund may enter
into closing sale transactions  with respect to such  options, exercise them  or
permit them to expire.
 
Call  options may  be purchased  by the  Fund for  the purpose  of acquiring the
underlying security or currency for its portfolio. Utilized in this fashion, the
purchase of  call options  would enable  the  Fund to  acquire the  security  or
currency  at the  exercise price of  the call  option plus the  premium paid. At
times, the net cost of acquiring the security or currency in this manner may  be
less  than  the  cost  of  acquiring the  security  or  currency  directly. This
technique also  may  be useful  to  the Fund  in  purchasing a  large  block  of
securities  that would be more difficult  to acquire by direct market purchases.
So long as it holds such a  call option, rather than the underlying security  or
currency  itself, the Fund is partially protected from any unexpected decline in
the market price  of the  underlying security or  currency and,  in such  event,
could  allow the call option  to expire, incurring a loss  only to the extent of
the premium paid for the option.
 
The Fund also may purchase call  options on underlying securities or  currencies
it  owns  to avoid  realizing losses  that would  result in  a reduction  of its
current return. For  example, where the  Fund has  written a call  option on  an
underlying security or currency having a current market value below the price at
which  it purchased the  security or currency,  an increase in  the market price
could result in  the exercise of  the call option  written by the  Fund and  the
realization  of a loss on the  underlying security or currency. Accordingly, the
Fund could purchase a call option  on the same underlying security or  currency,
which  could be exercised  to fulfill the Fund's  delivery obligations under its
written call (if it is exercised). This  strategy could allow the Fund to  avoid
selling  the portfolio security or currency at  a time when it has an unrealized
loss; however, the Fund would have to pay a premium to purchase the call  option
plus transaction costs.
 
Aggregate  premiums paid  for put  and call  options will  not exceed  5% of the
Fund's total assets at the time of purchase.
 
The Fund may attempt to accomplish  objectives similar to those involved in  its
use  of Forward Contracts by purchasing put or call options on currencies. A put
option gives the Fund as purchaser the right (but not the obligation) to sell  a
specified  amount of currency at the exercise  price at any time until (American
style) or on (European style) the expiration date. A call option gives the  Fund
as  purchaser the right (but not the  obligation) to purchase a specified amount
of currency at  the exercise  price at  any time  until (American  style) or  on
(European  style) the  expiration date. The  Fund might purchase  a currency put
option, for example, to protect itself against a decline in the dollar value  of
a  currency  in  which  it  holds  or  anticipates  holding  securities.  If the
currency's value should decline against the  dollar, the loss in currency  value
should  be offset, in whole or in part, by  an increase in the value of the put.
If the value of the currency instead should rise against the dollar, any gain to
the Fund would  be reduced  by the premium  it had  paid for the  put option.  A
currency  call option might be purchased, for example, in anticipation of, or to
protect against, a rise in the value  against the dollar of a currency in  which
the Fund anticipates purchasing securities.
 
                   Statement of Additional Information Page 8
<PAGE>
                           AIM EMERGING MARKETS FUND
 
Options  may  be either  listed  on an  exchange  or traded  in over-the-counter
("OTC") markets. Listed options are third-party contracts (I.E., performance  of
the  obligations of the  purchaser and seller  is guaranteed by  the exchange or
clearing corporation), and have standardized strike prices and expiration dates.
OTC options are two-party contracts with negotiated strike prices and expiration
dates. The Fund will not  purchase an OTC option  unless it believes that  daily
valuations  for such  options are  readily obtainable.  OTC options  differ from
exchange-traded options in that OTC options are transacted with dealers directly
and  not  through  a   clearing  corporation  (which  guarantees   performance).
Consequently,  there  is  a risk  of  non-performance  by the  dealer.  Since no
exchange is involved, OTC options are valued  on the basis of an average of  the
last  bid prices obtained from dealers, unless  a quotation from only one dealer
is available, in which case only that  dealer's price will be used. In the  case
of  OTC options, there can  be no assurance that  a liquid secondary market will
exist for any particular option at any specific time.
 
The staff of the SEC considers purchased OTC options to be illiquid  securities.
The  Fund  may also  sell OTC  options and,  in connection  therewith, segregate
assets or cover its obligations with respect to OTC options written by the Fund.
The assets used as cover for OTC options written by the Fund will be  considered
illiquid unless the OTC options are sold to qualified dealers who agree that the
Fund may repurchase any OTC option it writes at a maximum price to be calculated
by  a formula  set forth in  the option agreement.  The cover for  an OTC option
written subject  to this  procedure would  be considered  illiquid only  to  the
extent that the maximum repurchase price under the formula exceeds the intrinsic
value of the option.
 
The  Fund's  ability to  establish and  close  out positions  in exchange-listed
options depends  on  the existence  of  a liquid  market.  The Fund  intends  to
purchase  or write only those exchange-traded options for which there appears to
be a liquid secondary  market. However, there  can be no  assurance that such  a
market  will exist at any particular time.  Closing transactions can be made for
OTC options  only  by  negotiating  directly  with the  contra  party  or  by  a
transaction in the secondary market if any such market exists. Although the Fund
will  enter into OTC  options only with  contra parties that  are expected to be
capable of  entering  into closing  transactions  with  the Fund,  there  is  no
assurance that the Fund will in fact be able to close out an OTC option position
at  a favorable  price prior to  expiration. In  the event of  insolvency of the
contra party, the Fund might  be unable to close out  an OTC option position  at
any time prior to its expiration.
 
INDEX OPTIONS
Puts and calls on indices are similar to puts and calls on securities or futures
contracts  except that all settlements  are in cash and  gain or loss depends on
changes in the index in question (and thus on price movements in the  securities
market  or a particular market sector  generally) rather than on price movements
in individual securities or futures contracts. When the Fund writes a call on an
index, it receives a premium and agrees that, prior to the expiration date,  the
purchaser  of the call, upon exercise of the call, will receive from the Fund an
amount of cash if the closing level of the index upon which the call is based is
greater than the exercise price of the call. The amount of cash is equal to  the
difference  between the closing price of the index and the exercise price of the
call times a specified multiple  (the "multiplier"), which determines the  total
dollar  value for each point of such difference. When the Fund buys a call on an
index, it  pays a  premium  and has  the same  rights  as to  such call  as  are
indicated above. When the Fund buys a put on an index, it pays a premium and has
the  right, prior to the expiration date, to require the seller of the put, upon
the Fund's exercise of the put, to deliver to the Fund an amount of cash if  the
closing level of the index upon which the put is based is less than the exercise
price  of the  put, which  amount of  cash is  determined by  the multiplier, as
described above for calls. When the Fund writes a put on an index, it receives a
premium and  the purchaser  has the  right,  prior to  the expiration  date,  to
require  the Fund  to deliver to  it an amount  of cash equal  to the difference
between the  closing  level  of the  index  and  the exercise  price  times  the
multiplier, if the closing level is less than the exercise price.
 
The  risks  of  investment in  index  options  may be  greater  than  options on
securities. Because index options  are settled in cash,  when the Fund writes  a
call  on an  index it  cannot provide  in advance  for its  potential settlement
obligations by acquiring  and holding  the underlying securities.  The Fund  can
offset  some of the  risk of writing a  call index option  position by holding a
diversified portfolio of  securities similar  to those on  which the  underlying
index  is based. However,  the Fund cannot,  as a practical  matter, acquire and
hold a portfolio containing  exactly the same securities  as underlie the  index
and,  as a result, bears a risk that  the value of the securities held will vary
from the value of the index.
 
Even if the Fund could assemble  a securities portfolio that exactly  reproduced
the  composition of the  underlying index, it  still would not  be fully covered
from a risk standpoint  because of the "timing  risk" inherent in writing  index
options.  When an index option is exercised,  the amount of cash that the holder
is entitled to  receive is  determined by  the difference  between the  exercise
price  and the closing index level on the  date when the option is exercised. As
with other kinds of options, the Fund, as the call writer, will not know that it
has been assigned  until the next  business day  at the earliest.  The time  lag
between  exercise and  notice of assignment  poses no  risk for the  writer of a
covered call on a specific underlying
 
                   Statement of Additional Information Page 9
<PAGE>
                           AIM EMERGING MARKETS FUND
security, such as  common stock,  because there  the writer's  obligation is  to
deliver  the underlying security, not to pay its value as of a fixed time in the
past. So long as the writer already owns the underlying security, it can satisfy
its settlement obligations by simply delivering it, and the risk that its  value
may  have declined since the exercise date is borne by the exercising holder. In
contrast, even if  the writer  of an index  call holds  securities that  exactly
match  the composition of the  underlying index, it will  not be able to satisfy
its assignment obligations by delivering those securities against payment of the
exercise price. Instead, it will be required  to pay cash in an amount based  on
the  closing index value on the exercise date; and by the time it learns that it
has been assigned, the index may have declined, with a corresponding decline  in
the  value  of  its securities  portfolio.  This  "timing risk"  is  an inherent
limitation on the ability of index call writers to cover their risk exposure  by
holding securities positions.
 
If  the Fund purchases an index option and exercises it before the closing index
value for  that day  is  available, it  runs  the risk  that  the level  of  the
underlying  index may subsequently change. If such a change causes the exercised
option to fall out-of-the-money, the Fund will be required to pay the difference
between the closing index value and the exercise price of the option (times  the
applicable multiplier) to the assigned writer.
 
INTEREST RATE AND CURRENCY FUTURES CONTRACTS
The  Fund may enter  into interest rate  or currency futures  contracts, and may
enter into stock  index futures contracts  (collectively, "Futures" or  "Futures
Contracts"),  as a hedge against changes in prevailing levels of interest rates,
currency exchange rates or  stock prices in order  to establish more  definitely
the effective return on securities or currencies held or intended to be acquired
by  the Fund. The Fund's transactions may  include sales of Futures as an offset
against the effect  of expected increases  in interest rates,  and decreases  in
currency  exchange rates and stock prices, and purchases of Futures as an offset
against the effect  of expected  declines in  interest rates,  and increases  in
currency exchange rates and stock prices.
 
The  Fund will  only enter  into Futures  Contracts that  are traded  on futures
exchanges and  are standardized  as to  maturity date  and underlying  financial
instrument.  Futures  exchanges and  trading thereon  in  the United  States are
regulated under  the Commodity  Exchange Act  by the  Commodity Futures  Trading
Commission ("CFTC"). Futures are exchanged in London at the London International
Financial Futures Exchange.
 
Although techniques other than sales and purchases of Futures Contracts could be
used  to reduce the Fund's exposure to interest rate, currency exchange rate and
stock market  fluctuations, the  Fund may  be able  to hedge  its exposure  more
effectively and at a lower cost through using Futures Contracts.
 
A  Futures Contract provides  for the future  sale by one  party and purchase by
another party of a specified amount of a specific financial instrument (security
or currency) for  a specified price  at a  designated date, time  and place.  An
index Futures Contract provides for the delivery, at a designated date, time and
place,  of  an amount  of  cash equal  to a  specified  dollar amount  times the
difference between the index value at the  close of trading on the contract  and
the  price  at which  the  Futures Contract  is  originally struck;  no physical
delivery of the  securities comprising  the index  is made.  Brokerage fees  are
incurred  when a Futures Contract is bought or sold, and margin deposits must be
maintained at all times the Futures Contract is outstanding.
 
Although Futures Contracts typically require future delivery of and payment  for
financial  instruments or currencies,  Futures Contracts are  usually closed out
before the delivery date. Closing out an open Futures Contract sale or  purchase
is  effected by entering  into an offsetting Futures  Contract purchase or sale,
respectively,  for  the  same  aggregate  amount  of  the  identical   financial
instrument  or currency and  the same delivery date.  If the offsetting purchase
price is less than the original sale price,  the Fund realizes a gain; if it  is
more, the Fund realizes a loss. Conversely, if the offsetting sale price is more
than  the original purchase price, the Fund realizes  a gain; if it is less, the
Fund realizes  a loss.  The transaction  costs must  also be  included in  these
calculations.  There can be no assurance, however, that the Fund will be able to
enter into  an  offsetting transaction  with  respect to  a  particular  Futures
Contract  at  a particular  time.  If the  Fund  is not  able  to enter  into an
offsetting transaction, the Fund  will continue to be  required to maintain  the
margin deposits on the Futures Contract.
 
As  an example of an offsetting transaction, the contractual obligations arising
from the sale of one Futures Contract of September Deutschemarks on an  exchange
may  be fulfilled  at any  time before  delivery under  the Futures  Contract is
required (I.E., on a specified date  in September, the "delivery month") by  the
purchase  of another  Futures Contract  of September  Deutschemarks on  the same
exchange. In such instance the difference between the price at which the Futures
Contract was  sold  and  the  price paid  for  the  offsetting  purchase,  after
allowance for transaction costs, represents the profit or loss to the Fund.
 
The  Fund's Futures transactions will be entered into for hedging purposes only;
that is, Futures  Contracts will be  sold to  protect against a  decline in  the
price  of securities or currencies that the Fund owns, or Futures Contracts will
be purchased
 
                  Statement of Additional Information Page 10
<PAGE>
                           AIM EMERGING MARKETS FUND
to protect the Fund against an increase in the price of securities or currencies
it has committed to purchase or expects to purchase.
 
"Margin" with respect to Futures Contracts is  the amount of funds that must  be
deposited  by the Fund in order to  initiate Futures trading and to maintain the
Fund's open  positions in  Futures Contracts.  A margin  deposit made  when  the
Futures  Contract is entered  into ("initial margin") is  intended to assure the
Fund's performance  under  the  Futures  Contract. The  margin  required  for  a
particular Futures Contract is set by the exchange on which the Futures Contract
is  traded and may be  modified significantly from time  to time by the exchange
during the term of the Futures Contract.
 
Subsequent  payments,  called  "variation  margin,"  to  and  from  the  futures
commission  merchant through  which the Fund  entered into  the Futures Contract
will be made on a daily basis as the price of the underlying security,  currency
or index fluctuates making the Futures Contract more or less valuable, a process
known as marking-to-market.
 
    RISKS  OF  USING  FUTURES CONTRACTS.  The  prices of  Futures  Contracts are
volatile and  are influenced,  among  other things,  by actual  and  anticipated
changes  in  interest rates  and currency  exchange rates,  and in  stock market
movements, which  in turn  are  affected by  fiscal  and monetary  policies  and
national and international political and economic events.
 
There  is a risk of  imperfect correlation between changes  in prices of Futures
Contracts and prices  of the securities  or currencies in  the Fund's  portfolio
being   hedged.  The  degree   of  imperfection  of   correlation  depends  upon
circumstances such as: variations in  speculative market demand for Futures  and
for securities or currencies, including technical influences in Futures trading;
and   differences  between  the  financial  instruments  being  hedged  and  the
instruments underlying the standard Futures  Contracts available for trading.  A
decision  of whether, when,  and how to  hedge involves skill  and judgment, and
even a  well-conceived hedge  may  be unsuccessful  to  some degree  because  of
unexpected market behavior or interest or currency rate trends.
 
Because  of  the  low  margin deposits  required,  Futures  trading  involves an
extremely high  degree  of leverage.  As  a  result, a  relatively  small  price
movement  in a Futures Contract may result in immediate and substantial loss, as
well as gain, to the investor. For example,  if at the time of purchase, 10%  of
the  value of  the Futures  Contract is  deposited as  margin, a  subsequent 10%
decrease in the value of  the Futures Contract would result  in a total loss  of
the  margin  deposit, before  any deduction  for the  transaction costs,  if the
account were then closed  out. A 15%  decrease would result in  a loss equal  to
150%  of the original margin  deposit, if the Futures  Contract were closed out.
Thus, a purchase or sale of a Futures Contract may result in losses in excess of
the amount invested in the Futures Contract.
 
Most U.S. Futures exchanges limit the amount of fluctuation permitted in Futures
Contract and options on Futures Contract prices during a single trading day. The
daily limit establishes the maximum amount that the price of a Futures  Contract
or option may vary either up or down from the previous day's settlement price at
the  end  of a  trading session.  Once the  daily  limit has  been reached  in a
particular type of Futures Contract or option, no trades may be made on that day
at a price beyond that limit. The daily limit governs only price movement during
a particular trading day and therefore does not limit potential losses,  because
the limit may prevent the liquidation of unfavorable positions. Futures Contract
and  option  prices  have occasionally  moved  to  the daily  limit  for several
consecutive trading days with  little or no  trading, thereby preventing  prompt
liquidation of positions and subjecting some traders to substantial losses.
 
If the Fund were unable to liquidate a Futures or option on Futures position due
to  the absence of a liquid secondary  market or the imposition of price limits,
it could incur  substantial losses.  The Fund would  continue to  be subject  to
market  risk with respect  to the position.  In addition, except  in the case of
purchased options,  the  Fund  would  continue to  be  required  to  make  daily
variation  margin payments and might be  required to maintain the position being
hedged by the Future or option or to maintain cash or securities in a segregated
account.
 
Certain characteristics  of the  Futures  market might  increase the  risk  that
movements  in the prices  of Futures Contracts  or options on  Futures might not
correlate perfectly  with  movements in  the  prices of  the  investments  being
hedged.  For example,  all participants  in the  Futures and  options on Futures
markets are subject to  daily variation margin calls  and might be compelled  to
liquidate  Futures  or  options on  Futures  positions whose  prices  are moving
unfavorably to avoid being  subject to further  calls. These liquidations  could
increase  price  volatility  of the  instruments  and distort  the  normal price
relationship between the Futures  or options and  the investments being  hedged.
Also, because initial margin deposit requirements in the Futures market are less
onerous  than  margin requirements  in the  securities  markets, there  might be
increased  participation   by  speculators   in   the  Futures   markets.   This
participation  also  might  cause  temporary  price  distortions.  In  addition,
activities of large traders in both the Futures and securities markets involving
arbitrage, "program trading"  and other  investment strategies  might result  in
temporary price distortions.
 
                  Statement of Additional Information Page 11
<PAGE>
                           AIM EMERGING MARKETS FUND
 
OPTIONS ON FUTURES CONTRACTS
Options  on Futures Contracts are similar to options on securities or currencies
except that options on Futures Contracts give the purchaser the right, in return
for the  premium paid,  to  assume a  position in  a  Futures Contract  (a  long
position if the option is a call and a short position if the option is a put) at
a  specified exercise price  at any time  during the period  of the option. Upon
exercise of the option, the  delivery of the Futures  position by the writer  of
the  option to the holder  of the option will be  accompanied by delivery of the
accumulated balance in the writer's Futures margin account, which represents the
amount by which the market price  of the Futures Contract, at exercise,  exceeds
(in  the case of  a call) or  is less than (in  the case of  a put) the exercise
price of the option on  the Futures Contract. If an  option is exercised on  the
last trading day prior to the expiration date of the option, the settlement will
be  made entirely in cash equal to  the difference between the exercise price of
the option and  the closing level  of the securities,  currencies or index  upon
which  the  Futures Contract  is  based on  the  expiration date.  Purchasers of
options who fail to exercise their options  prior to the exercise date suffer  a
loss of the premium paid.
 
The  purchase of  call options  on Futures can  serve as  a long  hedge, and the
purchase of put  options on Futures  can serve  as a short  hedge. Writing  call
options  on Futures can serve as a  limited short hedge, and writing put options
on Futures can serve as a limited  long hedge, using a strategy similar to  that
used for writing options on securities, foreign currencies or indices.
 
If  the Fund  writes an  option on a  Futures Contract,  it will  be required to
deposit initial and variation margin  pursuant to requirements similar to  those
applicable to Futures Contracts. Premiums received from the writing of an option
on a Futures Contract are included in the initial margin deposit.
 
The  Fund may seek to close out an option position by selling an option covering
the same Futures  Contract and  having the  same exercise  price and  expiration
date.  The  ability to  establish and  close  out positions  on such  options is
subject to the maintenance of a liquid secondary market.
 
LIMITATIONS ON  USE  OF FUTURES,  OPTIONS  ON  FUTURES AND  CERTAIN  OPTIONS  ON
CURRENCIES
   
To  the extent that the  Fund enters into Futures  Contracts, options on Futures
Contracts,  and  options  on  foreign  currencies  traded  on  a  CFTC-regulated
exchange,  in each case other than for BONA FIDE hedging purposes (as defined by
the CFTC), the aggregate initial margin and premiums required to establish those
positions (excluding the amount  by which options  are "in-the-money") will  not
exceed  5% of the liquidation  value of the Fund's  portfolio, after taking into
account unrealized profits and unrealized losses  on any contracts the Fund  has
entered  into. In general, a call option on a Futures Contract is "in-the-money"
if the  value of  the  underlying Futures  Contract  exceeds the  strike,  I.E.,
exercise,   price  of  the  call;  a  put   option  on  a  Futures  Contract  is
"in-the-money" if the value  of the underlying Futures  Contract is exceeded  by
the  strike price of  the put. This  guideline may be  modified by the Company's
Board of Directors without  a shareholder vote. This  limitation does not  limit
the percentage of the Fund's assets at risk to 5%.
    
 
FORWARD CONTRACTS
A  Forward Contract is an obligation, usually arranged with a commercial bank or
other currency dealer, to purchase or  sell a currency against another  currency
at  a future date and price  as agreed upon by the  parties. The Fund may either
accept or make delivery of the currency at the maturity of the Forward Contract.
The Fund may also, if its contra  party agrees, prior to maturity, enter into  a
closing transaction involving the purchase or sale of an offsetting contract.
 
The  Fund engages  in forward  currency transactions  in anticipation  of, or to
protect itself against, fluctuations  in exchange rates. The  Fund might sell  a
particular  foreign  currency forward,  for  example, when  it  holds securities
denominated in a  foreign currency but  anticipates, and seeks  to be  protected
against,  a decline in the currency against the U.S. dollar. Similarly, the Fund
might sell the U.S. dollar forward when it holds securities denominated in  U.S.
dollars,  but anticipates, and seeks  to be protected against,  a decline in the
U.S. dollar relative  to other currencies.  Further, the Fund  might purchase  a
currency  forward  to "lock  in"  the price  of  securities denominated  in that
currency that it anticipates purchasing.
 
   
Forward Contracts are traded in the interbank market conducted directly  between
currency traders (usually large commercial banks) and their customers. A Forward
Contract generally has no deposit requirement, and no commissions are charged at
any stage for trades. The Fund will enter into such Forward Contracts with major
U.S.  or foreign  banks and  securities or  currency dealers  in accordance with
guidelines approved by the Company's Board of Directors.
    
 
The Fund  may enter  into  Forward Contracts  either  with respect  to  specific
transactions  or with  respect to  the Fund's  portfolio positions.  The precise
matching of the Forward  Contract amounts and the  value of specific  securities
will  not generally be possible  because the future value  of such securities in
foreign currencies will change as a consequence of market movements in the value
of those securities between  the date the Forward  Contract is entered into  and
the date it
 
                  Statement of Additional Information Page 12
<PAGE>
                           AIM EMERGING MARKETS FUND
matures.  Accordingly, it may  be necessary for the  Fund to purchase additional
foreign currency on the spot (I.E., cash)  market (and bear the expense of  such
purchase) if the market value of the security is less than the amount of foreign
currency  the Fund is obligated to deliver and if a decision is made to sell the
security and  make delivery  of  the foreign  currency.  Conversely, it  may  be
necessary  to sell on the  spot market some of the  foreign currency the Fund is
obligated to deliver. The projection of short-term currency market movements  is
extremely  difficult,  and  the  successful execution  of  a  short-term hedging
strategy  is  highly  uncertain.  Forward   Contracts  involve  the  risk   that
anticipated  currency movements  will not  be accurately  predicted, causing the
Fund to sustain losses on these contracts and transaction costs.
 
At or before the  maturity of a  Forward Contract requiring the  Fund to sell  a
currency,  the  Fund may  either  sell a  portfolio  security and  use  the sale
proceeds to make delivery of the currency or retain the security and offset  its
contractual  obligation to deliver the currency  by purchasing a second contract
pursuant to which  the Fund will  obtain, on  the same maturity  date, the  same
amount  of the currency that it is obligated to deliver. Similarly, the Fund may
close out a Forward  Contract requiring it to  purchase a specified currency  by
entering  into a second  contract, if its  contra party agrees,  entitling it to
sell the same  amount of the  same currency on  the maturity date  of the  first
contract.  The Fund would  realize a gain or  loss as a  result of entering into
such an offsetting Forward Contract under either circumstance to the extent  the
exchange  rate  or  rates  between the  currencies  involved  moved  between the
execution dates of the first contract and the offsetting contract.
 
The cost to the Fund of engaging  in Forward Contracts varies with factors  such
as  the currencies involved,  the length of  the contract period  and the market
conditions then prevailing. Because Forward  Contracts usually are entered  into
on  a principal basis, no  fees or commissions are  involved. The use of Forward
Contracts does  not  eliminate fluctuations  in  the prices  of  the  underlying
securities  the Fund owns or intends to acquire, but it does establish a rate of
exchange in advance. In addition, while Forward Contract sales limit the risk of
loss due to a decline in the value of the hedged currencies, they also limit any
potential gain that might result should the value of the currencies increase.
 
FOREIGN CURRENCY STRATEGIES -- SPECIAL CONSIDERATIONS
The Fund may use options on  foreign currencies, Futures on foreign  currencies,
options  on Futures on foreign currencies and Forward Contracts to hedge against
movements in the values of the foreign currencies in which the Fund's securities
are denominated. Such currency hedges can  protect against price movements in  a
security  that the  Fund owns  or intends  to acquire  that are  attributable to
changes in the value of the currency in which it is denominated. Such hedges  do
not,  however,  protect  against  price movements  in  the  securities  that are
attributable to other causes.
 
The Fund  might seek  to hedge  against changes  in the  value of  a  particular
currency  when no  Futures Contract, Forward  Contract or  option involving that
currency is available or  one of such contracts  is more expensive than  certain
other  contracts. In such cases,  the Fund may hedge  against price movements in
that currency  by entering  into a  contract on  another currency  or basket  of
currencies,  the values of  which the Sub-adviser believes  will have a positive
correlation to the value of the  currency being hedged. The risk that  movements
in  the price of the contract will not correlate perfectly with movements in the
price of the currency being hedged is magnified when this strategy is used.
 
The value of Futures Contracts, options on Futures Contracts, Forward  Contracts
and  options  on  foreign currencies  depends  on  the value  of  the underlying
currency relative  to the  U.S. dollar.  Because foreign  currency  transactions
occurring  in the  interbank market  might involve  substantially larger amounts
than those  involved in  the  use of  Futures  Contracts, Forward  Contracts  or
options,  the  Fund could  be disadvantaged  by  dealing in  the odd  lot market
(generally  consisting  of  transactions  of  less  than  $1  million)  for  the
underlying  foreign currencies at prices that  are less favorable than for round
lots.
 
There is no systematic reporting of last sale information for foreign currencies
or any  regulatory requirements  that quotations  available through  dealers  or
other market sources be firm or revised on a timely basis. Quotation information
generally  is representative of very large  transactions in the interbank market
and thus  might not  reflect  odd-lot transactions  where  rates might  be  less
favorable.   The   interbank  market   in  foreign   currencies  is   a  global,
round-the-clock market. To the  extent the U.S. options  or Futures markets  are
closed  while the markets for the underlying currencies remain open, significant
price and rate movements might take place in the underlying markets that  cannot
be  reflected in  the markets  for the Futures  contracts or  options until they
reopen.
 
Settlement of Futures Contracts, Forward Contracts and options involving foreign
currencies might  be required  to  take place  within  the country  issuing  the
underlying currency. Thus, the Fund might be required to accept or make delivery
of  the  underlying foreign  currency  in accordance  with  any U.S.  or foreign
regulations regarding the  maintenance of foreign  banking arrangements by  U.S.
residents  and might be required  to pay any fees,  taxes and charges associated
with such delivery assessed in the issuing country.
 
                  Statement of Additional Information Page 13
<PAGE>
                           AIM EMERGING MARKETS FUND
 
COVER
Transactions using Forward Contracts, Futures Contracts and options (other  than
options  purchased by  the Fund)  expose the  Fund to  an obligation  to another
party. The Fund will not enter into any such transactions unless it owns  either
(1)  an  offsetting ("covered")  position  in securities,  currencies,  or other
options, Forward Contracts or  Futures Contracts, or  (2) cash, receivables  and
short-term  debt securities with  a value sufficient  at all times  to cover its
potential obligations not covered as provided in (1) above. The Fund will comply
with SEC guidelines regarding cover for these instruments and, if the guidelines
so require, set aside cash or liquid securities.
 
Assets used as cover or  held in a segregated account  cannot be sold while  the
position  in the corresponding  Forward Contract, Futures  Contract or option is
open, unless they are replaced with other appropriate assets. If a large portion
of the Fund's assets are used for cover or otherwise set aside, it could  affect
portfolio  management or the Fund's ability to meet redemption requests or other
current obligations.
 
- --------------------------------------------------------------------------------
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
ILLIQUID SECURITIES
The Fund  may  invest up  to  15% of  its  net assets  in  illiquid  securities.
Securities  may  be considered  illiquid if  the  Fund cannot  reasonably expect
within seven days to sell the  securities for approximately the amount at  which
the  Fund  values such  securities. See  "Investment  Limitations." The  sale of
illiquid securities, if  they can be  sold at all,  generally will require  more
time  and  result in  higher  brokerage charges  or  dealer discounts  and other
selling expenses than the sale of liquid securities such as securities  eligible
for  trading on  U.S. securities exchanges  or in  the over-the-counter markets.
Moreover, restricted  securities, which  may be  illiquid for  purposes of  this
limitation, often sell, if at all, at a price lower than similar securities that
are not subject to restrictions on resale.
 
Illiquid  securities include those that are subject to restrictions contained in
the securities  laws of  other countries.  However, securities  that are  freely
marketable  in the country where  they are principally traded,  but would not be
freely marketable in the United States,  will not be considered illiquid.  Where
registration  is required, the Fund  may be obligated to pay  all or part of the
registration expenses and a considerable period  may elapse between the time  of
the  decision to sell and the time the  Fund may be permitted to sell a security
under an effective  registration statement.  If, during such  a period,  adverse
market  conditions were to develop, the Fund might obtain a less favorable price
than prevailed when it decided to sell.
 
Not  all  restricted  securities   are  illiquid.  In   recent  years  a   large
institutional   market  has  developed  for  certain  securities  that  are  not
registered under the Securities Act of 1933, as amended ("1933 Act"),  including
private  placements, repurchase agreements, commercial paper, foreign securities
and corporate bonds and notes. These instruments are often restricted securities
because the  securities are  sold in  transactions not  requiring  registration.
Institutional investors generally will not seek to sell these instruments to the
general   public,  but  instead  will  often   depend  either  on  an  efficient
institutional market in which such unregistered securities can be readily resold
or on an issuer's ability to honor  a demand for repayment. Therefore, the  fact
that there are contractual or legal restrictions on resale to the general public
or certain institutions is not dispositive of the liquidity of such investments.
 
Rule  144A under the 1933 Act establishes  a "safe harbor" from the registration
requirements of the  1933 Act  for resales  of certain  securities to  qualified
institutional  buyers.  Institutional  markets  for  restricted  securities have
developed as a result of Rule 144A, providing both readily ascertainable  values
for  restricted securities and the ability to liquidate an investment to satisfy
share redemption orders. Such markets include automated systems for the trading,
clearance and  settlement of  unregistered securities  of domestic  and  foreign
issuers,  such as  the PORTAL  System sponsored  by the  National Association of
Securities Dealers,  Inc.  An  insufficient number  of  qualified  institutional
buyers interested in purchasing Rule 144A-eligible restricted securities held by
the  Fund, however, could  affect adversely the  marketability of such portfolio
securities and the Fund might be  unable to dispose of such securities  promptly
or at favorable prices.
 
   
With  respect  to liquidity  determinations  generally, the  Company's  Board of
Directors has  the  ultimate  responsibility for  determining  whether  specific
securities, including restricted securities pursuant to Rule 144A under the 1993
Act,  are liquid  or illiquid.  The Board has  delegated the  function of making
day-to-day determinations of liquidity to the Sub-
    
 
                  Statement of Additional Information Page 14
<PAGE>
                           AIM EMERGING MARKETS FUND
   
adviser, in  accordance  with procedures  approved  by the  Company's  Board  of
Directors.  The Sub-adviser takes  into account a number  of factors in reaching
liquidity decisions, including, but not limited to: (i) the frequency of trading
in the security; (ii) the  number of dealers who  make quotes for the  security:
(iii)  the  number  of dealers  who  have undertaken  to  make a  market  in the
security; (iv) the number of other  potential purchasers; and (v) the nature  of
the  security and  how trading is  affected (E.G.,  the time needed  to sell the
security,  how  offers  are  solicited  and  the  mechanics  of  transfer).  The
Sub-adviser  monitors the  liquidity of securities  in the  Fund's portfolio and
periodically reports on such decisions to the Board. If the liquidity percentage
restriction of the Fund is satisfied at the time of investment, a later increase
in the  percentage of  illiquid securities  held by  the Fund  resulting from  a
change  in  market value  or  assets will  not  constitute a  violation  of that
restriction. If  as  a  result of  a  change  in market  value  or  assets,  the
percentage  of  illiquid  securities  held  by  the  Fund  increases  above  the
applicable limit,  the Sub-adviser  will  take appropriate  steps to  bring  the
aggregate  amount of illiquid  assets back within  the prescribed limitations as
soon  as  reasonably  practicable,  taking  into  account  the  effect  of   any
disposition on the Fund.
    
 
FOREIGN SECURITIES
    SPECIAL  CONSIDERATIONS  AFFECTING  EMERGING  MARKETS.  Investing  in equity
securities of  companies  in emerging  markets  may entail  greater  risks  than
investing  in equity securities in developed  countries. These risks include (i)
less social, political and  economic stability; (ii) the  small current size  of
the  markets for such securities and the  currently low or nonexistent volume of
trading, which result in  a lack of liquidity  and in greater price  volatility;
(iii)  certain  national  policies  which  may  restrict  the  Fund's investment
opportunities, including  restrictions on  investment in  issuers or  industries
deemed  sensitive  to national  interests; (iv)  foreign  taxation; and  (v) the
absence of  developed  structures governing  private  or foreign  investment  or
allowing  for judicial redress for injury  to private property. Investing in the
securities of  companies in  emerging markets,  including the  markets of  Latin
America  and certain Asian  markets such as Taiwan,  Malaysia and Indonesia, may
entail  special  risks  relating  to   the  potential  political  and   economic
instability and the risks of expropriation, nationalization, confiscation or the
imposition  of restrictions on foreign  investment, convertibility of currencies
into U.S. dollars and on repatriation of capital invested. In the event of  such
expropriation,  nationalization or other  confiscation by any  country, the Fund
could lose its entire investment in any such country.
 
Settlement mechanisms in emerging securities  markets may be less efficient  and
reliable  than in  more developed markets.  In such  emerging securities markets
there may be share registration and delivery delays or failures.
 
Many emerging market countries have experienced substantial, and in some periods
extremely  high,  rates  of  inflation  for  many  years.  Inflation  and  rapid
fluctuations in inflation rates and corresponding currency devaluations have had
and  may  continue to  have  negative effects  on  the economies  and securities
markets of certain emerging market countries.
 
    SPECIAL CONSIDERATIONS  AFFECTING  RUSSIA AND  EASTERN  EUROPEAN  COUNTRIES.
Investing  in Russia  and Eastern European  countries involves a  high degree of
risk and special considerations not  typically associated with investing in  the
United  States securities markets, and  should be considered highly speculative.
Such risks include: (1)  delays in settling portfolio  transactions and risk  of
loss  arising out of the system of  share registration and custody; (2) the risk
that it may be impossible  or more difficult than  in other countries to  obtain
and/or  enforce a  judgement; (3) pervasiveness  of corruption and  crime in the
economic system; (4) currency exchange rate volatility and the lack of available
currency hedging instruments; (5) higher rates of inflation (including the  risk
of   social  unrest  associated  with   periods  of  hyper-inflation)  and  high
unemployment; (6) controls on foreign investment and local practices disfavoring
foreign investors and limitations on  repatriation of invested capital,  profits
and  dividends, and on the Fund's ability  to exchange local currencies for U.S.
dollars; (7) political instability and social unrest and violence; (8) the  risk
that  the governments of Russia and Eastern European countries may decide not to
continue to support the economic reform programs implemented recently and  could
follow  radically different political and/or  economic policies to the detriment
of investors,  including non-market-oriented  policies such  as the  support  of
certain  industries at the expense of other sectors or investors, or a return to
the centrally planned economy that existed  when such countries had a  communist
form of government; (9) the financial condition of companies in these countries,
including large amounts of inter-company debt which may create a payments crisis
on a national scale; (10) dependency on exports and the corresponding importance
of  international trade; (11)  the risk that  the tax system  in these countries
will not  be reformed  to prevent  inconsistent, retroactive  and/or  exorbitant
taxation; and (12) the underdeveloped nature of the securities markets.
 
    SPECIAL  CONSIDERATIONS AFFECTING PACIFIC REGION COUNTRIES. Many of the Asia
Pacific region countries may be subject to a greater degree of social, political
and economic instability than is the case in the United States. Such instability
may  result  from,  among  other   things,  the  following:  (i)   authoritarian
governments  or military involvement in  political and economic decision making,
and changes  in  government  through extra-constitutional  means;  (ii)  popular
unrest  associated  with demands  for  improved political,  economic  and social
conditions;  (iii)   internal   insurgencies;  (iv)   hostile   relations   with
 
                  Statement of Additional Information Page 15
<PAGE>
                           AIM EMERGING MARKETS FUND
neighboring  countries; and (v) ethnic,  religious and racial disaffection. Such
social, political  and  economic  instability could  significantly  disrupt  the
principal  financial markets  in which a  Fund invests and  adversely affect the
value of a Fund's  assets. In addition,  there may be  the possibility of  asset
expropriations or future confiscatory levels of taxation affecting the Funds.
 
Several  of  the Asia  Pacific region  countries have  or in  the past  have had
hostile relationships  with neighboring  nations  or have  experienced  internal
insurgency.  Thailand has experienced  border conflicts with  Laos and Cambodia,
and India is engaged in border disputes with several of its neighbors, including
China and Pakistan. An uneasy truce exists between North Korea and South  Korea,
and the recurrence of hostilities remains possible. Reunification of North Korea
and  South Korea could have a detrimental  effect on the economy of South Korea.
Also, China  continues  to  claim  sovereignty  over  Taiwan  and  recently  has
conducted military maneuvers near Taiwan.
 
The economies of most of the Asia Pacific region countries are heavily dependent
upon  international  trade  and  are accordingly  affected  by  protective trade
barriers and the economic conditions of their trading partners, principally  the
United  States, Japan,  China and the  European Community. The  enactment by the
United States  or  other  principal  trading  partners  of  protectionist  trade
legislation,  reduction of foreign investment in the local economies and general
declines in  the  international  securities markets  could  have  a  significant
adverse effect upon the securities markets of the Asia Pacific region countries.
In  addition,  the  economies of  some  of  the Asia  Pacific  region countries,
Australia and Indonesia, for example, are vulnerable to weakness in world prices
for their commodity exports, including crude oil.
 
China recently assumed sovereignty over Hong  Kong in July 1997. Although  China
has  committed by treaty to preserve the economic and social freedoms enjoyed in
Hong Kong for fifty years, the continuation of the current form of the  economic
system  in Hong Kong will  depend on the actions of  the government of China. In
addition, such assumption of sovereignty has increased sensitivity in Hong  Kong
to  political developments and  statements by public  figures in China. Business
confidence in  Hong  Kong, therefore,  can  be significantly  affected  by  such
developments  and  statements, which  in turn  can  affect markets  and business
performance.
 
In addition, the Chinese  sovereignty over Hong Kong  also presents a risk  that
the  Hong Kong dollar will be devaluated and a risk of possible loss of investor
confidence in the Hong Kong markets and dollar. However, factors exist that  are
likely to mitigate this risk. First, China has stated its intention to implement
a  "one country, two systems" policy,  which would preserve monetary sovereignty
and leave control in the hands of the Hong Kong Monetary Authority ("HKMA").
 
Second, fixed  rate  parity  with  the  U.S.  dollar  is  seen  as  critical  to
maintaining  investors'  confidence  in  the  transition  to  Chinese  rule and,
therefore, it is  anticipated that,  in the event  international investors  lose
confidence  in Hong Kong dollar assets, the  HKMA would intervene to support the
currency, though such  intervention cannot  be assured. Third,  Hong Kong's  and
China's  sizable combined  foreign exchange reserve  may be used  to support the
value of the  Hong Kong dollar,  provided that China  does not appropriate  such
reserves  for  other uses,  which  is not  anticipated,  but cannot  be assured.
Finally, China would be likely  to experience significant adverse political  and
economic  consequences if confidence  in the Hong Kong  dollar and the territory
assets were to be endangered.
 
    SPECIAL  CONSIDERATIONS  AFFECTING  LATIN  AMERICAN  COUNTRIES.  Most  Latin
American  countries have experienced substantial,  and in some periods extremely
high, rates of  inflation for many  years. Inflation and  rapid fluctuations  in
inflation  rates have had and may continue  to have very negative effects on the
economies and securities  markets of certain  Latin American countries.  Certain
Latin  American countries are also among the largest debtors to commercial banks
and foreign governments. At times certain Latin American countries have declared
moratoria on  the payment  of principal  and/or interest  on external  debt.  In
addition,  certain  Latin  American  securities  markets  have  experienced high
volatility in recent years.
 
Latin American countries may  also close certain sectors  of their economies  to
equity  investments  by foreigners.  Further due  to  the absence  of securities
markets and  publicly  owned corporations  and  due to  restrictions  on  direct
investment  by foreign entities,  investments may only be  made in certain Latin
American  countries  solely   or  primarily   through  governmentally   approved
investment vehicles or companies.
 
Certain Latin American countries may have managed currencies that are maintained
at  artificial levels to the U.S. dollar rather than at levels determined by the
market. This type  of system can  lead to  sudden and large  adjustments in  the
currency  which, in turn, can  have a disruptive and  negative effect on foreign
investors. For example, in late  1994, the value of  the Mexican peso lost  more
than one-third of its value relative to the U.S. dollar.
 
                  Statement of Additional Information Page 16
<PAGE>
                           AIM EMERGING MARKETS FUND
 
    CONCENTRATION.  To the extent the Fund  invests a significant portion of its
assets in securities of issuers located in a particular country or region of the
world, the  Fund may  be subject  to greater  risks and  may experience  greater
volatility than a fund that is more broadly diversified geographically.
 
    POLITICAL,  SOCIAL AND ECONOMIC  RISKS. Investing in  securities of non-U.S.
companies may entail additional risks due to the potential political, social and
economic instability  of  certain  countries and  the  risks  of  expropriation,
nationalization,  confiscation  or  the imposition  of  restrictions  on foreign
investment, convertibility of currencies into U.S. dollars, and on  repatriation
of  capital invested.  In the  event of  such expropriation,  nationalization or
other confiscation by any country, the Fund could lose its entire investment  in
any such country.
 
In  addition, even  though opportunities  for investment  may exist  in emerging
markets, any change in  the leadership or policies  of the governments of  those
countries  or  in  the leadership  or  policies  of any  other  government which
exercises a significant influence over  those countries, may halt the  expansion
of  or reverse the  liberalization of foreign  investment policies now occurring
and thereby eliminate any investment opportunities which may currently exist.
 
Investors should note that upon the accession to power of authoritarian regimes,
the governments of a number of Latin American countries previously  expropriated
large  quantities of  real and personal  property similar to  the property which
will be  represented by  the securities  purchased by  the Fund.  The claims  of
property  owners against those governments were never finally settled. There can
be no assurance  that any property  represented by securities  purchased by  the
Fund  will not also be expropriated,  nationalized, or otherwise confiscated. If
such confiscation were to  occur, the Fund could  lose its entire investment  in
such  countries. The Fund's investments would similarly be adversely affected by
exchange control regulation in any of those countries.
 
    RELIGIOUS AND ETHNIC INSTABILITY.  Certain countries in  which the Fund  may
invest  may  have  groups  that  advocate  radical  religious  or  revolutionary
philosophies or support ethnic independence. Any disturbance on the part of such
individuals could carry the potential for widespread destruction or confiscation
of property owned by individuals and entities foreign to such country and  could
cause the loss of the Fund's investment in those countries. Instability may also
result  from,  among other  things:  (i) authoritarian  governments  or military
involvement in  political and  economic  decision-making, including  changes  in
government  through extra-constitutional  means; (ii)  popular unrest associated
with demands for improved political,  economic and social conditions; and  (iii)
hostile  relations with neighboring  or other countries.  Such political, social
and economic instability could disrupt the principal financial markets in  which
the Fund invests and adversely affect the value of the Fund's assets.
 
   
    FOREIGN  INVESTMENT  RESTRICTIONS.  Certain  countries  prohibit  or  impose
substantial restrictions on investments  in their capital markets,  particularly
their  equity markets, by foreign entities  such as the Fund. These restrictions
or controls may at times limit or preclude investment in certain securities  and
may  increase the cost and expenses of  the Fund. For example, certain countries
require prior governmental approval before investment by foreign persons may  be
made,  or may limit the amount of  investment by foreign persons in a particular
company, or may limit the investment by foreign persons to only a specific class
of securities of a company that may have less advantageous terms than securities
of the  company available  for  purchase by  nationals. Moreover,  the  national
policies  of certain countries may  restrict investment opportunities in issuers
or  industries  deemed  sensitive  to  national  interests.  In  addition,  some
countries  require  governmental  approval for  the  repatriation  of investment
income, capital or  the proceeds of  securities sales by  foreign investors.  In
addition,  if there is a deterioration in a country's balance of payments or for
other reasons, a country may impose restrictions on foreign capital  remittances
abroad.  The Fund  could be  adversely affected  by delays  in, or  a refusal to
grant, any required governmental  approval for repatriation, as  well as by  the
application to it of other restrictions on investments.
    
 
    NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL
REGULATION.  Foreign companies are subject to accounting, auditing and financial
standards and requirements that differ, in some cases significantly, from  those
applicable to U.S. companies. In particular, the assets, liabilities and profits
appearing  on the  financial statements  of such a  company may  not reflect its
financial position or results of operations  in the way they would be  reflected
had  such financial statements  been prepared in  accordance with U.S. generally
accepted accounting principles. Most of the foreign securities held by the  Fund
will  not be registered with  the SEC or regulators  of any foreign country, nor
will the issuers thereof be subject  to the SEC's reporting requirements.  Thus,
there  will be  less available  information concerning  most foreign  issuers of
securities held  by the  Fund  than is  available  concerning U.S.  issuers.  In
instances  where the financial statements of an issuer are not deemed to reflect
accurately the  financial situation  of the  issuer, the  Sub-adviser will  take
appropriate steps to evaluate the proposed investment, which may include on-site
inspection  of the issuer, interviews with its management and consultations with
accountants, bankers and other specialists. There is substantially less publicly
available information about foreign companies than there are reports and ratings
published   about    U.S.    companies    and   the    U.S.    government.    In
 
                  Statement of Additional Information Page 17
<PAGE>
                           AIM EMERGING MARKETS FUND
addition,  where public information  is available, it may  be less reliable than
such information  regarding  U.S.  issuers. Issuers  of  securities  in  foreign
jurisdictions  are generally not subject to the same degree of regulation as are
U.S.  issuers  with  respect   to  such  matters   as  restrictions  on   market
manipulation,  insider trading rules, shareholder  proxy requirements and timely
disclosure of information.
 
    CURRENCY FLUCTUATIONS. Because  the Fund, under  normal circumstances,  will
invest  a substantial portion of  its total assets in  the securities of foreign
issuers which are denominated in foreign currencies, the strength or weakness of
the U.S. dollar  against such foreign  currencies will account  for part of  the
Fund's investment performance. A decline in the value of any particular currency
against  the U.S. dollar  will cause a decline  in the U.S.  dollar value of the
Fund's holdings  of  securities  and  cash denominated  in  such  currency  and,
therefore,  will cause an overall decline in  the Fund's net asset value and any
net investment  income and  capital gains  derived from  such securities  to  be
distributed  in U.S. dollars to shareholders of the Fund. Moreover, if the value
of the foreign currencies in which  the Fund receives its income falls  relative
to  the  U.S.  dollar between  receipt  of the  income  and the  making  of Fund
distributions, the Fund may be required to liquidate securities in order to make
distributions if  the  Fund  has  insufficient cash  in  U.S.  dollars  to  meet
distribution requirements.
 
   
The  rate of exchange between the U.S. dollar and other currencies is determined
by several factors including  the supply and  demand for particular  currencies,
central  bank efforts to support particular currencies, the relative movement of
interest rates and the pace of business activity in the other countries, and the
U.S., and other economic and financial conditions affecting the world economy.
    
 
Although the Fund values  its assets daily  in terms of  U.S. dollars, the  Fund
does  not intend to convert its holdings of foreign currencies into U.S. dollars
on a daily basis. The Fund will do so from time to time, and investors should be
aware of the costs of currency conversion. Although foreign exchange dealers  do
not  charge  a  fee  for conversion,  they  do  realize a  profit  based  on the
difference ("spread") between the  prices at which they  are buying and  selling
various  currencies. Thus, a dealer may offer  to sell a foreign currency to the
Fund at one  rate, while  offering a  lesser rate  of exchange  should the  Fund
desire to sell that currency to the dealer.
 
    ADVERSE  MARKET CHARACTERISTICS. Securities  of many foreign  issuers may be
less liquid and their  prices more volatile than  securities of comparable  U.S.
issuers.  In  addition, foreign  securities  markets and  brokers  are generally
subject to  less governmental  supervision  and regulation  than in  the  United
States,  and  foreign  securities  transactions  are  usually  subject  to fixed
commissions, which  are generally  higher than  negotiated commissions  on  U.S.
transactions.  In addition,  foreign securities  transactions may  be subject to
difficulties associated  with the  settlement of  such transactions.  Delays  in
settlement  could  result  in temporary  periods  when  assets of  the  Fund are
uninvested and no return is  earned thereon. The inability  of the Fund to  make
intended  security purchases due to settlement  problems could cause the Fund to
miss attractive investment  opportunities. Inability to  dispose of a  portfolio
security  due to settlement problems  either could result in  losses to the Fund
due to subsequent declines in  value of the portfolio  security or, if the  Fund
has  entered into  a contract  to sell  the security,  could result  in possible
liability to the purchaser. The Sub-adviser will consider such difficulties when
determining the allocation of the  Fund's assets, although the Sub-adviser  does
not  believe that such difficulties  will have a material  adverse effect on the
Fund's portfolio trading activities.
 
The Fund may  use foreign  custodians, which may  involve risks  in addition  to
those  related to the  use of U.S. custodians.  Such risks include uncertainties
relating to: (i) determining and  monitoring the financial strength,  reputation
and  standing of the foreign  custodian; (ii) maintaining appropriate safeguards
to protect the Fund's investments  and (iii) possible difficulties in  obtaining
and enforcing judgments against such custodians.
 
   
    WITHHOLDING TAXES. The Fund's net investment income from foreign issuers may
be  subject  to  withholding  taxes by  the  foreign  issuer's  country, thereby
reducing the income or delaying the receipt  of income where those taxes may  be
recaptured. See "Taxes."
    
 
                  Statement of Additional Information Page 18
<PAGE>
                           AIM EMERGING MARKETS FUND
 
                             INVESTMENT LIMITATIONS
 
- --------------------------------------------------------------------------------
 
The  Fund  has  adopted  the  following  investment  limitations  as fundamental
policies which (unless otherwise noted) may  not be changed without approval  by
the  holders of  the lesser  of (i) 67%  of the  Fund's shares  represented at a
meeting at which more  than 50% of the  outstanding shares are represented,  and
(ii) more than 50% of the outstanding shares.
 
The Fund may not:
 
        (1)  Purchase any security if, as a result of that purchase, 25% or more
    of the Fund's total assets would be invested in securities of issuers having
    their principal business activities in  the same industry, except that  this
    limitation  does not  apply to securities  issued or guaranteed  by the U.S.
    government, its agencies or instrumentalities;
 
        (2) Purchase or sell real estate, except that investments in  securities
    of  issuers that  invest in real  estate and  investments in mortgage-backed
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the  Fund may exercise rights under  agreements relating to such securities,
    including the right to  enforce security interests and  to hold real  estate
    acquired  by  reason  of such  enforcement  until  that real  estate  can be
    liquidated in an orderly manner;
 
   
        (3) Purchase or sell  physical commodities, but  the Fund may  purchase,
    sell  or enter into financial options and futures, forward and spot currency
    contracts, swap  transactions and  other financial  contracts or  derivative
    instruments;
    
 
        (4)  Engage in the business of underwriting securities of other issuers,
    except to the extent that the Fund might be considered an underwriter  under
    the  federal securities laws in connection with its disposition of portfolio
    securities;
 
        (5) Make loans, except through loans of portfolio securities or  through
    repurchase  agreements, provided that  for purposes of  this limitation, the
    acquisition of bonds, debentures, other  debt securities or instruments,  or
    participations  or  other interests  therein  and investments  in government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan;
 
        (6) Issue senior securities or  borrow money, except as permitted  under
    the  1940 Act and then not  in excess of 33 1/3%  of the Fund's total assets
    (including  the  amount  borrowed  but   reduced  by  any  liabilities   not
    constituting  borrowings) at the time of the borrowing, except that the Fund
    may borrow up to  an additional 5%  of its total  assets (not including  the
    amount borrowed) for temporary or emergency purposes; or
 
        (7)  Purchase securities of any one issuer if, as a result, more than 5%
    of the Fund's total assets would be invested in securities of that issuer or
    the Fund  would  own  or  hold  more than  10%  of  the  outstanding  voting
    securities  of that issuer, except that up to 25% of the Fund's total assets
    may be invested  without regard  to this  limitation, and  except that  this
    limitation  does not  apply to securities  issued or guaranteed  by the U.S.
    government, its agencies  or instrumentalities  or to  securities issued  by
    other investment companies.
 
Notwithstanding any other investment policy of the Fund, the Fund may invest all
of   its  investable  assets  (cash,   securities  and  receivables  related  to
securities) in an  open-end management investment  company having  substantially
the same investment objective, policies and limitations as the Fund.
 
For  purposes of  the Fund's  concentration policy  contained in  limitation (1)
above, the Fund intends  to comply with the  SEC staff position that  securities
issued  or  guaranteed  as  to  principal and  interest  by  any  single foreign
government or any supranational organizations in the aggregate are considered to
be securities of issuers in the same industry.
 
   
The following operating policies  of the Fund are  not fundamental policies  and
may  be changed by vote of the  Company's Board of Directors without shareholder
approval. The Fund may not:
    
 
        (1) Invest in securities of an issuer if the investment would cause  the
    Fund to own more than 10% of any class of securities of any one issuer;
 
        (2)  Invest  in  companies  for the  purpose  of  exercising  control or
    management;
 
                  Statement of Additional Information Page 19
<PAGE>
                           AIM EMERGING MARKETS FUND
 
        (3) Enter into a futures contract,  an option on a futures contract,  or
    an  option on foreign currency traded  on a CFTC-regulated exchange, in each
    case other than for BONA FIDE hedging purposes (as defined by the CFTC),  if
    the aggregate initial margin and premiums required to establish all of those
    positions (excluding the amount by which options are "in-the-money") exceeds
    5%  of  the liquidation  value of  the Fund's  portfolio, after  taking into
    account unrealized profits and unrealized  losses on any contracts the  Fund
    has entered into;
 
        (4)  Borrow money  except for temporary  or emergency  purposes (not for
    leveraging) not  in excess  of 33  1/3% of  the value  of the  Fund's  total
    assets,  except  that  the  Fund may  purchase  securities  when outstanding
    borrowings represent less than 5% of the Fund's assets;
 
        (5) Purchase securities  on margin,  provided that the  Fund may  obtain
    short-term  credits as may  be necessary for the  clearance of purchases and
    sales of securities,  and further  provided that  the Fund  may make  margin
    deposits  in  connection  with its  use  of financial  options  and futures,
    forward and spot currency contracts,  swap transactions and other  financial
    contracts or derivative instruments; or
 
        (6)  Mortgage, pledge, or  hypothecate any of  its assets, provided that
    this shall not apply  to the transfer of  securities in connection with  any
    permissible  borrowing  or  to collateral  arrangements  in  connection with
    permissible activities.
 
Investors should refer to the Prospectus for further information with respect to
the Fund's investment objective, which may  not be changed without the  approval
of  the shareholders, and other investment policies, techniques and limitations,
which may be changed without shareholder approval.
 
- --------------------------------------------------------------------------------
 
                             EXECUTION OF PORTFOLIO
                                  TRANSACTIONS
 
- --------------------------------------------------------------------------------
   
Subject to  policies  established  by  the Company's  Board  of  Directors,  the
Sub-adviser   is  responsible  for   the  execution  of   the  Fund's  portfolio
transactions  and  the  selection  of  brokers  and  dealers  who  execute  such
transactions  on behalf  of the Fund.  In executing  portfolio transactions, the
Sub-adviser seeks the best  net results for the  Fund, taking into account  such
factors  as the price  (including the applicable  brokerage commission or dealer
spread), size of the order,  difficulty of execution and operational  facilities
of  the  firm  involved.  Although the  Sub-adviser  generally  seeks reasonably
competitive commission rates and  spreads, payment of  the lowest commission  or
spread  is not necessarily consistent with the  best net results. While the Fund
may engage  in soft  dollar  arrangements for  research services,  as  described
below,  the Fund has  no obligation to  deal with any  broker/dealer or group of
broker/dealers in the execution of portfolio transactions.
    
 
Consistent with the interests of the Fund, the Sub-adviser may select brokers to
execute the  Fund's portfolio  transactions on  the basis  of the  research  and
brokerage  services they provide to the Sub-adviser  for its use in managing the
Fund and  its other  advisory  accounts. Such  services may  include  furnishing
analyses,  reports and  information concerning  issuers, industries, securities,
geographic  regions,  economic  factors  and  trends,  portfolio  strategy,  and
performance  of accounts;  and effecting securities  transactions and performing
functions incidental thereto  (such as clearance  and settlement). Research  and
brokerage  services received from  such brokers are  in addition to,  and not in
lieu of,  the  services  required  to be  performed  by  the  Sub-adviser  under
investment  management and administration  contracts. A commission  paid to such
brokers may  be higher  than  that which  another  qualified broker  would  have
charged  for  effecting  the  same transaction,  provided  that  the Sub-adviser
determines in good faith that such  commission is reasonable in terms either  of
that  particular transaction or the overall responsibility of the Sub-adviser to
the Fund and its other clients and  that the total commissions paid by the  Fund
will  be reasonable in relation to the  benefits it received over the long term.
Research  services  may  also  be   received  from  dealers  who  execute   Fund
transactions in OTC markets.
 
The  Sub-adviser may allocate brokerage  transactions to broker/dealers who have
entered into arrangements under which  the broker/dealer allocates a portion  of
the  commissions  paid by  the  Fund toward  payment  of its  expenses,  such as
transfer agent and custodian fees.
 
Investment decisions for the Fund and  for other investment accounts managed  by
the  Sub-adviser  are made  independently of  each other  in light  of differing
conditions. However, the same investment  decision occasionally may be made  for
two  or more of  such accounts including  the Fund. In  such cases, simultaneous
transactions may occur. Purchases or sales
 
                  Statement of Additional Information Page 20
<PAGE>
                           AIM EMERGING MARKETS FUND
are then allocated as to price or  amount in a manner deemed fair and  equitable
to  all  accounts involved.  While  in some  cases  this practice  could  have a
detrimental effect upon the price or value of the security as far as the Fund is
concerned, in other  cases the  Sub-adviser believes that  coordination and  the
ability to participate in volume transactions will be beneficial to the Fund.
 
   
Under  a policy adopted by the Company's  Board of Directors, and subject to the
policy of  obtaining  the best  net  results,  the Sub-adviser  may  consider  a
broker/dealer's sale of the shares of the Fund and the other funds for which AIM
or the Sub-adviser serves as investment manager in selecting brokers and dealers
for  the  execution of  portfolio  transactions. This  policy  does not  imply a
commitment to  execute portfolio  transactions through  all broker/dealers  that
sell shares of the Fund and such other funds.
    
 
The   Fund   contemplates   purchasing  most   foreign   equity   securities  in
over-the-counter markets or stock  exchanges located in  the countries in  which
the  respective principal offices  of the issuers of  the various securities are
located, if that  is the best  available market. The  fixed commissions paid  in
connection  with most such foreign stock  transactions generally are higher than
negotiated commissions on  United States transactions.  There generally is  less
government   supervision  and   regulation  of   foreign  stock   exchanges  and
broker/dealers than in the  United States. Foreign  security settlements may  in
some instances be subject to delays and related administrative uncertainties.
 
Foreign  equity securities may  be held by the  Fund in the  form of ADRs, ADSs,
EDRs, CDRs or securities convertible into foreign equity securities. ADRs, ADSs,
EDRs and CDRs may be listed on stock exchanges, or traded in the OTC markets  in
the  United States or  Europe, as the  case may be.  ADRs, like other securities
traded in the United States, will be subject to negotiated commission rates. The
foreign and domestic debt securities and  money market instruments in which  the
Fund may invest are generally traded in OTC markets.
 
   
The Fund contemplates that, consistent with the policy of obtaining the best net
results,  brokerage transactions may be conducted through certain companies that
are affiliates of AIM or the  Sub-adviser. The Company's Board of Directors  has
adopted  procedures in conformity with  Rule 17e-1 under the  1940 Act to ensure
that all brokerage commissions paid to affiliates are reasonable and fair in the
context of the market in which they are operating. Any such transactions will be
effected and related compensation  paid only in  accordance with applicable  SEC
regulations.  For the fiscal  years ended October  31, 1997, 1996  and 1995, the
Fund  paid  aggregate  brokerage  commissions  of  $3,274,528,  $3,648,347   and
$3,307,402, respectively.
    
 
PORTFOLIO TRADING AND TURNOVER
The  Fund engages in  portfolio trading when the  Sub-adviser has concluded that
the sale of a security owned by the Fund and/or the purchase of another security
of better value can enhance principal and/or increase income. A security may  be
sold  to avoid  any prospective decline  in market  value, or a  security may be
purchased  in  anticipation  of  a  market  rise.  Consistent  with  the  Fund's
investment  objective, a  security also  may be  sold and  a comparable security
purchased coincidentally in order to take advantage of what is believed to be  a
disparity in the normal yield and price relationship between the two securities.
Although the Fund generally does not intend to trade for short-term profits, the
securities  in  the  Fund's  portfolio will  be  sold  whenever  the Sub-adviser
believes it is  appropriate to do  so, without regard  to the length  of time  a
particular  security  may  have  been  held.  The  portfolio  turnover  rate  is
calculated by dividing the lesser of sales or purchases of portfolio  securities
by   the  Fund's   average  month-end  portfolio   value,  excluding  short-term
investments. The portfolio  turnover rate  will not  be a  limiting factor  when
management  deems  portfolio  changes  appropriate.  Higher  portfolio  turnover
involves correspondingly  greater brokerage  commissions and  other  transaction
costs that the Fund will bear directly, and may result in the realization of net
capital  gains that are taxable when distributed to the Fund's shareholders. For
the fiscal years ended October 31, 1997 and 1996, the Fund's portfolio  turnover
rates were 150% and 104%, respectively.
 
                  Statement of Additional Information Page 21
<PAGE>
                           AIM EMERGING MARKETS FUND
 
   
                            DIRECTORS AND EXECUTIVE
                                    OFFICERS
    
 
- --------------------------------------------------------------------------------
 
   
The Company's Directors and Executive Officers are listed below.
    
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE                     PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                            EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------------  --------------------------------------------------------------------------------
<S>                                            <C>
William J. Guilfoyle*, 39                      Mr. Guilfoyle is President, GT Global, Inc. ("GT Global") since 1995; Director,
Director, Chairman of the Board and President  GT Global since 1991; Senior Vice President and Director of Sales and Marketing,
50 California Street                           GT Global from May 1992 to April 1995; Vice President and Director of Marketing,
San Francisco, CA 94111                        GT Global from 1987 to 1992; Director, Liechtenstein Global Trust AG (holding
                                               company of the various international LGT companies) Advisory Board since January
                                               1996; Director, G.T. Global Insurance Agency ("G.T. Insurance") since 1996;
                                               President and Chief Executive Officer, G.T. Insurance since 1995; Senior Vice
                                               President and Director, Sales and Marketing, G.T. Insurance from April 1995 to
                                               November 1995; Senior Vice President, Retail Marketing, G.T. Insurance from 1992
                                               to 1993. Mr. Guilfoyle is also a trustee of each of the other investment
                                               companies registered under the 1940 Act, that is sub-advised or sub-administered
                                               by the Sub-adviser.
 
C. Derek Anderson, 57                          Mr. Anderson is President, Plantagenet Capital Management, LLC (an investment
Director                                       partnership); Chief Executive Officer, Plantagenet Holdings, Ltd. (an investment
220 Sansome Street                             banking firm); Director, Anderson Capital Management, Inc. since 1988; Director,
Suite 400                                      PremiumWear, Inc. (formerly Munsingwear, Inc.) (a casual apparel company) and
San Francisco, CA 94104                        Director, "R" Homes, Inc. and various other companies. Mr. Anderson is also a
                                               trustee of each of the other investment companies registered under the 1940 Act
                                               that is sub-advised or sub-administered by the Sub-adviser.
 
Frank S. Bayley, 58                            Mr. Bayley is a partner of the law firm of Baker & McKenzie, and serves as a
Director                                       Director and Chairman of C.D. Stimson Company (a private investment company).
Two Embarcadero Center                         Mr. Bayley is also a trustee of each of the other investment companies
Suite 2400                                     registered under the 1940 Act that is sub-advised or sub- administered by the
San Francisco, CA 94111                        Sub-adviser.
 
Arthur C. Patterson, 54                        Mr. Patterson is Managing Partner of Accel Partners (a venture capital firm). He
Director                                       also serves as a director of Viasoft and PageMart, Inc. (both public software
428 University Avenue                          companies), as well as several other privately held software and communications
Palo Alto, CA 94301                            companies. Mr. Patterson is also a trustee of each of the other investment
                                               companies registered under the 1940 Act that is sub-advised or sub-administered
                                               by the Sub-adviser.
 
Ruth H. Quigley, 63                            Miss Quigley is a private investor. From 1984 to 1986, she was President of
Director                                       Quigley Friedlander & Co., Inc. (a financial advisory services firm). Miss
1055 California Street                         Quigley is also a trustee of each of the other investment companies registered
San Francisco, CA 94108                        under the 1940 Act that is sub-advised or sub-administered by the Sub-adviser.
</TABLE>
    
 
- --------------
   
*     Mr. Guilfoyle  is an "interested person" of  the Company as defined by the
    1940 Act due to his affiliation with the Sub-adviser.
    
 
                  Statement of Additional Information Page 22
<PAGE>
                           AIM EMERGING MARKETS FUND
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE                     PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                            EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------------  --------------------------------------------------------------------------------
<S>                                            <C>
 
John J. Arthur+, 53                            Director, Senior Vice President and Treasurer, A I M Advisors, Inc.; Vice
Vice President                                 President and Treasurer, A I M Management Group Inc., A I M Capital Management,
                                               Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund Management
                                               Company.
 
Kenneth W. Chancey, 52                         Senior Vice President -- Mutual Fund Accounting, the Sub-adviser since 1997;
Vice President and                             Vice President -- Mutual Fund Accounting, the Sub-adviser from 1992 to 1997.
Principal Accounting Officer
50 California Street
San Francisco, CA 94111
 
Melville B. Cox, 54                            Vice President and Chief Compliance Officer, A I M Advisors, Inc., A I M Capital
Vice President                                 Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund
                                               Management Company.
 
Gary T. Crum, 50                               Director and President, A I M Capital Management, Inc.; Director and Senior Vice
Vice President                                 President, A I M Management Group Inc. and A I M Advisors, Inc.; and Director,
                                               A I M Distributors, Inc. and AMVESCAP PLC.
 
Robert H. Graham, 51                           Director, President and Chief Executive Officer, A I M Management Group Inc.;
Vice President                                 Director and President, A I M Advisors, Inc.; Director and Senior Vice
                                               President, A I M Capital Management, Inc., A I M Distributors, Inc., A I M Fund
                                               Services, Inc. and Fund Management Company; Director, AMVESCAP PLC; Chairman of
                                               the Board of Directors and President, INVESCO Holdings Canada Inc.; and
                                               Director, AIM Funds Group Canada Inc. and INVESCO G.P. Canada Inc.
 
Helge K. Lee, 52                               Chief Legal and Compliance Officer -- North America, the Sub-adviser since
Vice President                                 October 1997; Executive Vice President of the Asset Management Division of
50 California Street                           Liechtenstein Global Trust AG since October 1996; Senior Vice President, General
San Francisco, CA 94111                        Counsel and Secretary of LGT Asset Management, Inc., INVESCO (NY), Inc., GT
                                               Global, GT Global Investor Services, Inc. and G.T. Insurance from May 1994 to
                                               October 1996; Senior Vice President, General Counsel and Secretary of
                                               Strong/Corneliuson Management, Inc. and Secretary of each of the Strong Funds
                                               from October 1991 through May 1994.
 
Carol F. Relihan+, 43                          Director, Senior Vice President, General Counsel and Secretary, A I M Advisors,
Vice President                                 Inc.; Vice President, General Counsel and Secretary, A I M Management Group
                                               Inc.; Director, Vice President and General Counsel, Fund Management Company;
                                               Vice President and General Counsel, A I M Fund Services, Inc.; and Vice
                                               President, A I M Capital Management, Inc. and A I M Distributors, Inc.
</TABLE>
    
 
   
<TABLE>
<S>                                            <C>
Dana R. Sutton, 39                             Vice President and Fund Controller, A I M Advisors, Inc.; and Assistant Vice
Vice President and Assistant Treasurer         President and Assistant Treasurer, Fund Management Company.
</TABLE>
    
 
- --------------
   
+    Mr. Arthur and Ms. Relihan are married to each other.
    
 
                  Statement of Additional Information Page 23
<PAGE>
                           AIM EMERGING MARKETS FUND
 
   
The Board of Directors has a  Nominating and Audit Committee, comprised of  Miss
Quigley  and Messrs.  Anderson, Bayley and  Patterson, which  is responsible for
nominating persons to serve  as Directors, reviewing audits  of the Company  and
its  funds  and  recommending firms  to  serve  as independent  auditors  of the
Company. Each of the Directors and Officers of the Company is also a Director or
Trustee and Officer of  AIM Investment Portfolios, Inc.,  and AIM Floating  Rate
Fund,  AIM Series Trust, AIM  Growth Series, AIM Eastern  Europe Fund, GT Global
Variable  Investment  Trust,  GT  Global  Variable  Investment  Series,   Global
Investment  Portfolio, Growth Portfolio, Floating Rate Portfolio and Global High
Income Portfolio, which also are registered investment companies advised by  AIM
and  sub-advised by the the Sub-adviser  or an affiliate thereof. Each Director,
Trustee and  Officer  serves  in  total as  a  Director,  Trustee  and  Officer,
respectively,  of 12 registered  investment companies with  47 series managed or
administered by AIM and sub-advised or sub-administered by the Sub-adviser. Each
Director who is not a  director, officer or employee  of the Sub-adviser or  any
affiliated  company is paid aggregate fees of  $5,000 a year, plus $300 per Fund
for each meeting of the Board attended, and reimbursed travel and other expenses
incurred in connection  with attendance  at such meetings.  Other Directors  and
Officers  receive no compensation or expense reimbursement from the Company. For
the fiscal year ended October 31, 1997, Mr. Anderson, Mr. Bayley, Mr.  Patterson
and  Miss  Quigley,  who  are  not  directors,  officers  or  employees  of  the
Sub-adviser or any affiliated company,  received total compensation of  $38,650,
$38,650,  $27,850 and $38,650, respectively, from the Company for their services
as Directors. For the year ended October 31, 1997, Mr. Anderson, Mr. Bayley, Mr.
Patterson and Miss Quigley who are  not directors, officers or employees of  the
Sub-adviser  or  any other  affiliated  company received  total  compensation of
$117,304, $114,386,  $88,350 and  $111,688,  respectively, from  the  investment
companies managed or administered by AIM and sub-advised or sub-admininstered by
the  Sub-adviser for which he  or she serves as a  Director or Trustee. Fees and
expenses disbursed to the Directors contained no accrued or payable pension,  or
retirement  benefits. As of  May 7, 1998,  the Officers and  Directors and their
families as a group owned in the  aggregate beneficially or of record less  than
1%  of the outstanding shares of the Fund  or of all the Company's series in the
aggregate.
    
 
                  Statement of Additional Information Page 24
<PAGE>
                           AIM EMERGING MARKETS FUND
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
   
AIM  serves  as  the  Fund's  investment  manager  and  administrator  under  an
investment  management  and  administration  contract  ("Management   Contract")
between  the Company and  AIM. The Sub-adviser serves  as the Fund's sub-adviser
and sub-administrator  under  a Sub-Advisory  and  Sub-Administration  Agreement
between  AIM and the  Sub-adviser ("Management Sub-Contract,"  and together with
the Management Contract, the "Management Contracts"). As investment manager  and
administrator,  AIM and  the Sub-adviser make  all investment  decisions for the
Fund and  administer  the  Fund's  affairs. Among  other  things,  AIM  and  the
Sub-adviser furnish the services and pay the compensation and travel expenses of
persons  who  perform the  executive,  administrative, clerical  and bookkeeping
functions of  the Company  and  the Fund,  and  provide suitable  office  space,
necessary small office equipment and utilities.
    
 
   
The  Management Contracts may  be renewed for one-year  terms, provided that any
such renewal  has been  specifically  approved at  least  annually by:  (i)  the
Company's  Board  of Directors,  or  by the  vote of  a  majority of  the Fund's
outstanding voting securities (as defined in the 1940 Act), and (ii) a  majority
of  Directors who  are not  parties to  the Management  Contracts or "interested
persons" of any such  party (as defined in  the 1940 Act), cast  in person at  a
meeting  called  for  the  specific  purpose of  voting  on  such  approval. The
Management Contracts provide that with respect to the Fund either the Company or
each of AIM or  the Sub-adviser may terminate  the Management Contracts  without
penalty  upon  sixty days'  written notice  to the  other party.  The Management
Contracts terminate automatically in the  event of their assignment (as  defined
in the 1940 Act).
    
 
For  the  fiscal years  ended October  31, 1997,  1996 and  1995, the  Fund paid
investment management and administration fees to the Sub-adviser in the  amounts
of $3,907,922, $4,883,626 and $5,410,744, respectively.
 
Certain   emerging  market   countries  require   a  local   entity  to  provide
administrative services for all direct investments by foreigners. Where required
by local  law,  the Fund  intends  to retain  a  local entity  to  provide  such
administrative  services. The local administrator will be paid a fee by the Fund
for its services.
 
DISTRIBUTION SERVICES
   
The Fund's Class A and Class B  shares are offered through the Fund's  principal
underwriter  and  distributor,  AIM  Distributors,  on  a  "best  efforts" basis
pursuant  to  separate  distribution  contracts  between  the  Company  and  AIM
Distributors.
    
 
   
As  described in the Prospectus,  on May 29, 1998,  the Company adopted a Master
Distribution Plan pursuant  to Rule  12b-1 under the  1940 Act  relating to  the
Class  A shares of the Fund (the "Class  A Plan"). At the same time, the Company
also adopted a Master  Distribution Plan pursuant to  Rule 12b-1 under the  1940
Act  relating to Class  B shares of the  Fund (the "Class  B Plan," and together
with the Class A Plan, the "Plans"). The rate of payments by the Funds under the
Plans, as described in the Prospectus, may not be increased without the approval
of the majority of the outstanding voting securities of the affected class.
    
 
BOTH PLANS. Pursuant to  an incentive program, AIM  Distributors may enter  into
agreements  ("Shareholder Service Agreements")  with investment dealers selected
from time  to  time  by  AIM Distributors  for  the  provision  of  distribution
assistance  in connection with  the sale of  the Funds' shares  to such dealers'
customers, and for the provision of continuing personal shareholder services  to
customers  who may from time to time  directly or beneficially own shares of the
Funds. The distribution assistance and continuing personal shareholder  services
to  be rendered by dealers under the Shareholder Service Agreements may include,
but shall  not be  limited  to, the  following: distributing  sales  literature;
answering routine customer inquiries concerning the Fund; assisting customers in
changing  dividend options, account designations and addresses, and in enrolling
in any  of several  special  investment plans  offered  in connection  with  the
purchase  of the Fund shares; assisting  in the establishment and maintenance of
customer accounts and records and in  the processing of purchase and  redemption
transactions;   investing   dividends  and   any  capital   gains  distributions
automatically in  the Fund  shares;  and providing  such other  information  and
services as the Fund or the customer may reasonably request.
 
                  Statement of Additional Information Page 25
<PAGE>
                           AIM EMERGING MARKETS FUND
 
Under  the Plans, in addition to  the Shareholder Service Agreements authorizing
payments  to  selected  dealers,  banks  may  enter  into  Shareholder   Service
Agreements authorizing payments under the Plans to be made to banks that provide
services  to  their  customers  who  have  purchased  shares.  Services provided
pursuant to Shareholder Service Agreements with banks may include some or all of
the following:  answering  shareholder  inquiries regarding  the  Fund  and  the
Company;  performing  sub-accounting; establishing  and  maintaining shareholder
accounts and records; processing customer purchase and redemption  transactions;
providing  periodic statements showing  a shareholder's account  balance and the
integration of such statements with those of other transactions and balances  in
the  shareholder's other  accounts serviced  by the  bank; forwarding applicable
prospectuses, proxy statements,  reports and  notices to bank  clients who  hold
Fund  shares; and such other administrative  services as the Fund reasonably may
request, to  the extent  permitted by  applicable statute,  rule or  regulation.
Similar  agreements  may  be permitted  under  the Plans  for  institutions that
provide recordkeeping for and administrative services to 401(k) plans.
 
Financial intermediaries and any other  person entitled to receive  compensation
for selling Fund shares may receive different compensation for selling shares of
one particular class over another.
 
Under  a Shareholder Service Agreement, the Fund agrees to pay periodically fees
to selected dealers and other institutions who render the foregoing services  to
their  customers. The fees payable under a Shareholder Service Agreement will be
calculated at the end of each payment  period for each business day of the  Fund
during  such period at the  annual rate of 0.25% of  the average daily net asset
value of the Fund shares purchased or acquired through exchange. Fees calculated
in  this  manner  shall  be  paid  only  to  those  selected  dealers  or  other
institutions  who are dealers or institutions of record at the close of business
on the last business  day of the  applicable payment period  for the account  in
which the Fund's shares are held.
 
Payments pursuant to the Plans are subject to any applicable limitations imposed
by  rules of the National Association  of Securities Dealers, Inc. ("NASD"). The
Plans conform to  rules of the  NASD by  limiting payments made  to dealers  and
other   financial  institutions  who  provide  continuing  personal  shareholder
services to their customers who purchase and  own shares of the Fund to no  more
than 0.25% per annum of the average daily net assets of the Fund attributable to
the  customers of such dealers or financial  institutions, and by imposing a cap
on the total  sales charges, including  asset-based sales charges,  that may  be
paid by the Fund and its respective classes.
 
AIM Distributors does not act as principal, but rather as agent for the Fund, in
making  dealer  incentive and  shareholder servicing  payments under  the Plans.
These payments are an obligation of the Fund and not of AIM Distributors.
 
The following  table  discloses  payments  made by  the  Fund  to  their  former
distributor, GT Global, Inc. ("GT Global") under the prior plans of distribution
during the Fund's fiscal year ended October 31, 1997:
 
<TABLE>
<CAPTION>
                                                                                                 CLASS A        CLASS B
                                                                                               AMOUNT PAID    AMOUNT PAID
                                                                                              -------------  -------------
<S>                                                                                           <C>            <C>
Year ended Oct. 31, 1997....................................................................   $   977,082   $   2,022,092
</TABLE>
 
   
In  approving the Plans, the Directors  determined that the continuation of each
Plan was  in the  best interests  of the  shareholders of  the Fund.  Agreements
related  to  the Plans  must also  be approved  by such  vote of  the Directors,
including a majority of  the Directors who are  not "interested persons" of  the
Company  (as  defined  in the  1940  Act) and  who  have no  direct  or indirect
financial interests in the operation of  the Plans, or in any agreement  related
thereto.
    
 
   
Each  Plan requires that,  at least quarterly, the  Directors review the amounts
expended thereunder and the purposes for which such expenditures were made. Each
Plan requires that so long  as it is in effect  the selection and nomination  of
Directors  who are not "interested persons" of  the Company will be committed to
the discretion of the Directors who are not "interested persons" of the Company,
as defined in the 1940 Act.
    
 
   
As discussed in the Prospectus, AIM Distributors collects sales charges on sales
of Class A  shares of  the Fund,  retains certain  amounts of  such charges  and
reallows  other amounts of such charges  to broker/dealers that sell shares. The
following table reviews the extent  of such activity on  the part of GT  Global,
the Fund's former distributor, for the fiscal years ended October 31, 1997, 1996
and 1995:
    
 
<TABLE>
<CAPTION>
                                                                                     SALES CHARGES   AMOUNTS    AMOUNTS
YEAR ENDED OCT. 31,                                                                    COLLECTED    RETAINED   REALLOWED
- -----------------------------------------------------------------------------------  -------------  ---------  ----------
<S>                                                                                  <C>            <C>        <C>
1997...............................................................................   $   181,914   $  39,500  $  142,414
1996...............................................................................       426,749     118,254     308,495
1995...............................................................................     1,652,309     230,239   1,422,070
</TABLE>
 
                  Statement of Additional Information Page 26
<PAGE>
                           AIM EMERGING MARKETS FUND
 
   
AIM  Distributors  receives  any  contingent  deferred  sales  charges ("CDSCs")
payable with respect to redemption of Class B shares and certain Class A shares.
For the fiscal  years ended  October 31,  1995, 1996  and 1997,  GT Global,  the
Fund's  former  distributor,  collected  CDSCs  in  the  amount  of  $1,115,487,
$1,287,272 and $1,594,794, respectively.
    
 
TRANSFER AGENCY AND ACCOUNTING AGENCY SERVICES
The Transfer  Agent  has  been  retained by  the  Fund  to  perform  shareholder
servicing,  reporting and  general transfer  agent functions  for the  Fund. For
these services, the Transfer Agent receives 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.
The Transfer Agent also is reimbursed by the Fund for its out-of-pocket expenses
for such  items as  postage,  forms, telephone  charges, stationery  and  office
supplies.  The  Sub-adviser also  serves as  the  Fund's pricing  and accounting
agent. For the fiscal years ended October 31, 1997, October 31, 1996 and October
31, 1995, the Fund paid accounting services fees to the Sub-adviser of $103,144,
$125,349 and $33,216, respectively.
 
EXPENSES OF THE FUND
As described  in the  Prospectus, the  Fund pays  all of  its own  expenses  not
assumed  by other parties. These expenses  include, in addition to the advisory,
distribution, transfer agency, pricing and accounting agency and brokerage  fees
discussed  above,  legal and  audit expenses,  custodian fees,  directors' fees,
organizational  fees,  fidelity  bond  and  other  insurance  premiums,   taxes,
extraordinary expenses and expenses of reports and prospectuses sent to existing
investors.  The allocation of general Company expenses and expenses shared among
the Fund and other funds organized as  series of the Company are allocated on  a
basis  deemed fair and equitable, which may  be based on the relative net assets
of the Fund or the nature  of the services performed and relative  applicability
to  the  Fund. Expenditures,  including costs  incurred  in connection  with the
purchase or sale of  portfolio securities, which  are capitalized in  accordance
with   generally  accepted   accounting  principles   applicable  to  investment
companies, are accounted for as capital items and not as expenses. The ratio  of
the Fund's expenses to its relative net assets can be expected to be higher than
the  expense ratios of funds investing  solely in domestic securities, since the
cost of maintaining the custody of foreign securities and the rate of investment
management fees  paid by  the  Fund generally  are  higher than  the  comparable
expenses of such other funds.
 
- --------------------------------------------------------------------------------
 
                            VALUATION OF FUND SHARES
 
- --------------------------------------------------------------------------------
   
As  described in the Prospectus,  the Fund's net asset  value per share for each
class of shares  is determined at  the end of  regular trading on  the New  York
Stock  Exchange ("NYSE") (currently  at 4:00 p.m.  Eastern Time, unless weather,
equipment failure or other  factors contribute to an  earlier closing time),  on
each  Business  Day as  open  for business.  Currently,  the NYSE  is  closed on
weekends and on certain days relating to the following holidays: New Year's Day,
Martin Luther King Day, President's Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.
    
 
The Fund's portfolio securities and other assets are valued as follows:
 
Equity securities, including ADRs, ADSs, CDRs,  GDRs and EDRs, which are  traded
on stock exchanges, are valued at the last sale price on the exchange, or in the
principal over-the-counter market on 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
the Sub-adviser to be the primary market. Securities and assets for which market
quotations are not readily available (including restricted securities which  are
subject  to limitations as to their sale) are valued at fair value as determined
in good faith by  or under the  direction of the Board  of Trustees. Trading  in
securities on European and Far Eastern securities exchanges and over-the-counter
markets  is normally completed well before the  close of the business day in New
York.
 
Long-term debt obligations are valued at  the mean of representative quoted  bid
and  asked prices for such  securities or, if such  prices are not available, at
prices for securities of  comparable maturity, quality  and type; however,  when
the  Sub-adviser deems it appropriate, prices  obtained for the day of valuation
from a bond pricing service will  be used. Short-term investments are  amortized
to  maturity based  on their  cost, adjusted  for foreign  exchange translation,
provided such valuations represent fair value.
 
                  Statement of Additional Information Page 27
<PAGE>
                           AIM EMERGING MARKETS FUND
 
Options on indices, securities and currencies  purchased by the Fund are  valued
at  their last bid price  in the case of  listed options or, in  the case of OTC
options, at the average of  the last bid prices  obtained from dealers unless  a
quotation  from only one dealer  is available, in which  case only that dealer's
price will be used. The value of  each security denominated in a currency  other
than  U.S.  dollars  will be  translated  into  U.S. dollars  at  the prevailing
exchange rate  as  determined  by  the Sub-adviser  on  that  day.  When  market
quotations  for futures  and options  on futures  held by  the Fund  are readily
available, those positions will be valued based upon such quotations.
 
   
Securities and  other  assets  for  which  market  quotations  are  not  readily
available  are valued at fair value as determined  in good faith by or under the
direction of the Company's Board of Directors. The valuation procedures  applied
in  any  specific  instance are  likely  to  vary from  case  to  case. However,
consideration generally is  given to the  financial position of  the issuer  and
other  fundamental analytical data relating to  the investment and to the nature
of the restrictions on disposition of the securities (including any registration
expenses that might be borne by  the Fund in connection with such  disposition).
In addition, specific factors also generally are considered, such as the cost of
the  investment, the  market value  of any  unrestricted securities  of the same
class (both at the time of purchase and  at the time of valuation), the size  of
the  holding, the prices  of any recent  transactions or offers  with respect to
such securities and any available analysts' reports regarding the issuer.
    
 
The fair value  of any  other assets  is added to  the value  of all  securities
positions  to  arrive  at the  value  of  the Fund's  total  assets.  The Fund's
liabilities, including  accruals  for  expenses, are  deducted  from  its  total
assets.  Once the total  value of the  Fund's net assets  is so determined, that
value is  then divided  by the  total number  of shares  outstanding  (excluding
treasury  shares), and the result, rounded to  the nearer cent, is the net asset
value per share.
 
   
Any assets or liabilities initially  denominated in terms of foreign  currencies
are translated into U.S. dollars at the official exchange rate or at the mean of
the current bid and asked prices of such currencies against the U.S. dollar last
quoted  by a major  bank that is  a regular participant  in the foreign exchange
market or on the basis of a  pricing service that takes into account the  quotes
provided  by a  number of such  major banks.  If none of  these alternatives are
available or none are deemed to provide a suitable methodology for converting  a
foreign  currency into U.S. dollars,  the Board of Directors  in good faith will
establish a conversion rate for such currency.
    
 
   
Securities trading in emerging markets may not  take place on all days on  which
the  NYSE is open. Further,  trading takes place in  Japanese markets on certain
Saturdays and in various foreign markets on days on which the NYSE is not  open.
Consequently,  the calculation of the Fund's  net asset values therefore may not
take place contemporaneously with the determination of the prices of  securities
held by the Fund. Events affecting the values of portfolio securities that occur
between the time their prices are determined and the close of regular trading on
the  NYSE  will  not be  reflected  in the  Fund's  net asset  value  unless the
Sub-adviser,  under  the  supervision  of  the  Company's  Board  of  Directors,
determines that the particular event would materially affect net asset value. As
a  result, the  Fund's net  asset value  may be  significantly affected  by such
trading on days when a shareholder cannot purchase or redeem shares of the Fund.
    
 
                  Statement of Additional Information Page 28
<PAGE>
                           AIM EMERGING MARKETS FUND
 
                         INFORMATION RELATING TO SALES
                                AND REDEMPTIONS
 
- --------------------------------------------------------------------------------
 
PAYMENT AND TERMS OF OFFERING
Payment of Class  A or Class  B shares purchased  should accompany the  purchase
order,  or  funds should  be wired  to the  Transfer Agent  as described  in the
Prospectus. Payment, other than by wire transfer, must be made by check or money
order drawn on  a U.S.  bank. Checks  or money orders  must be  payable in  U.S.
dollars.
 
   
As  a condition of this offering, if an order to purchase either class of shares
is cancelled due  to nonpayment (for  example, because a  check is returned  for
insufficient  funds), the person who made the  order will be responsible for any
loss incurred by the Fund by reason of such cancellation, and if such  purchaser
is  a shareholder, the Fund shall have the authority as agent of the shareholder
to redeem shares in his or her account at their then-current net asset value per
share to reimburse  the Fund  for the  loss incurred.  Investors whose  purchase
orders  have been  cancelled due  to nonpayment  may be  prohibited from placing
future orders.
    
 
The Fund  reserves the  right  at any  time to  waive  or increase  the  minimum
requirements applicable to initial or subsequent investments with respect to any
person  or class of persons.  An order to purchase shares  is not binding on the
Fund until it  has been confirmed  in writing  by the Transfer  Agent (or  other
arrangements  made with the Fund, in the  case of orders utilizing wire transfer
of funds, as described above) and payment has been received. To protect existing
shareholders, the Fund reserves the right to reject any offer for a purchase  of
shares by any individual.
 
AUTOMATIC INVESTMENT PLAN -- CLASS A SHARES AND CLASS B SHARES
To  establish  participation in  the Fund's  Automatic Investment  Plan ("AIP"),
investors or their broker/dealers should specify whether the investment will  be
in  Class A  shares or Class  B shares and  send the following  documents to the
Transfer Agent: (1) an AIP Application; (2) a Bank Authorization Form; and (3) a
voided personal check from the pertinent  bank account. The necessary forms  are
provided  at the back of the Fund's Prospectus. Provided that an investor's bank
accepts the Bank  Authorization Form, investment  amounts will be  drawn on  the
designated dates (monthly on the 25th day or beginning quarterly on the 25th day
of  the  month  the  investor  first selects)  in  order  to  purchase  full and
fractional shares of the  Fund at the public  offering price determined on  that
day.  If the  25th day falls  on a Saturday,  Sunday or holiday,  shares will be
purchased on the next business day.  If an investor's check is returned  because
of  insufficient funds, a stop  payment order or the  account is closed, the AIP
may be discontinued, and any share purchase made upon deposit of such check  may
be  cancelled. Furthermore, the shareholder will be liable for any loss incurred
by the Fund by reason of such cancellation. Investors should allow one month for
the establishment of an AIP. An AIP  may be terminated by the Transfer Agent  or
the  Fund upon thirty  days' written notice  or by the  participant, at any time
without penalty, upon written notice to the Fund or the Transfer Agent.
 
LETTER OF INTENT -- CLASS A SHARES
A Letter of Intent ("LOI") is not a binding obligation to purchase the indicated
amount. While Class A shares are held  in escrow under an LOI to ensure  payment
of  applicable sales charges if  the indicated amount is  not met, all dividends
and other distributions on the escrowed shares will be reinvested in  additional
Class A shares or paid in cash, as specified by the shareholder. If the intended
investment  is  not completed  within the  specified thirteen-month  period, the
purchaser must remit to AIM Distributors the difference between the sales charge
actually paid and the sales charge which would have been applicable if the total
Class A purchases had been made at a single time. If this amount is not paid  to
AIM  Distributors  within twenty  days  after written  request,  the appropriate
number of  escrowed  shares  will be  redeemed  and  the proceeds  paid  to  AIM
Distributors.
 
Any  investor that  entered into a  LOI prior to  June 1, 1998,  under which the
indicated amount is not met, will be  subject to the sales charge schedule  that
was in effect when the LOI was entered into.
 
A  registered investment adviser,  trust company or  trust department seeking to
execute an LOI  as a single  purchaser with  respect to accounts  over which  it
exercises  investment discretion is required to  provide the Transfer Agent with
information establishing that it has discretionary authority with respect to the
money invested (E.G., by providing a  copy of the pertinent investment  advisory
agreement).  Class A shares purchased in this manner must be registered with the
Transfer
 
                  Statement of Additional Information Page 29
<PAGE>
                           AIM EMERGING MARKETS FUND
   
Agent so that only  the investment adviser, trust  company or trust  department,
and  not the beneficial  owner, will be  able to place  purchase, redemption and
exchange orders.
    
 
INDIVIDUAL RETIREMENT ACCOUNTS ("IRAS") AND OTHER TAX-DEFERRED PLANS
   
Class A or Class B shares may  be purchased as the underlying investment for  an
IRA  meeting the requirements  of sections 408(a),  408A or 530  of the Code, as
well as  for  qualified retirement  plans  described  in Code  Section  401  and
custodial accounts complying with Code Section 403(b)(7).
    
 
IRAS: If you have earned income from employment (including self-employment), you
can  contribute each year to an IRA up  to the lesser of (1) $2,000 for yourself
or $4,000  for  you  and your  spouse,  regardless  of whether  your  spouse  is
employed,  or (2) 100% of compensation. Some  individuals may be able to take an
income tax deduction for the contribution. Regular contributions may not be made
for the year  you become 70  1/2 or  thereafter. Unless your  and your  spouse's
earnings  exceed  a certain  level, you  also may  establish an  "education IRA"
and/or a  "Roth IRA."  Although contributions  to these  new types  of IRAs  are
nondeductible,   withdrawals   from  them   will   be  tax-free   under  certain
circumstances. Please  consult  your  tax  adviser  for  more  information.  IRA
applications are available from brokers or AIM Distributors.
 
ROLLOVER  IRAS: Individuals who receive  distributions from qualified retirement
plans (other than  required distributions) and  who wish to  keep their  savings
growing  tax-deferred  can  roll  over  (or make  a  direct  transfer  of) their
distribution to a  Rollover IRA. These  accounts can also  receive rollovers  or
transfers  from an existing  IRA. If an "eligible  rollover distribution" from a
qualified employer-sponsored retirement plan is  not directly rolled over to  an
IRA  (or  certain qualified  plans),  withholding at  the  rate of  20%  will be
required for federal income tax purposes.  A distribution from a qualified  plan
that  is not an "eligible rollover  distribution," including a distribution that
is one of series of substantially equal periodic payments, generally is  subject
to  regular wage withholding or withholding at the rate of 10% (depending on the
type and  amount  of  the  distribution),  unless you  elect  not  to  have  any
withholding apply. Please consult your tax adviser for more information.
 
SEP-IRAS:  Simplified  employee  pension plans  ("SEPs"  or  "SEP-IRAs") provide
self-employed individuals (and any eligible employees) with benefits similar  to
Keogh  plans (I.E., self-employed  individual retirement plans)  or Code Section
401(k)  plans,  but  with   fewer  administrative  requirements  and   therefore
potentially lower annual administration expenses.
 
CODE  SECTION 403(B)(7) CUSTODIAL ACCOUNTS: Employees of public schools and most
other tax-exempt organizations can  make pre-tax salary reduction  contributions
to these accounts.
 
PROFIT-SHARING   (INCLUDING   SECTION   401(K))  AND   MONEY   PURCHASE  PENSION
PLANS: Corporations  and other  employers can  sponsor these  qualified  defined
contribution  plans  for  their employees.  A  Section  401(k) plan,  a  type of
profit-sharing plan, additionally permits the eligible, participating  employees
to  make  pre-tax salary  reduction  contributions to  the  plan (up  to certain
limits).
 
SIMPLE PLANS: Employers  with no more  than 100 employees  that do not  maintain
another  retirement  plan  may  establish a  Savings  Incentive  Match  Plan for
Employees ("SIMPLE") either  as separate  IRAs or as  part of  a Section  401(k)
plan.  SIMPLES are not  subject to the  complicated nondiscrimination rules that
generally apply to qualified retirement plans.
 
EXCHANGES BETWEEN FUNDS
   
Shares of the Fund  may be exchanged  for shares of  the corresponding class  of
other  AIM/GT  Funds,  based  on  their  respective  net  asset  values  without
imposition  of  any  sales  charges,  provided  that  the  registration  remains
identical.  The exchange privilege is not an  option or right to purchase shares
but is permitted under the current policies of the respective AIM/GT Funds.  The
privilege  may be discontinued or changed at any time by any of those funds upon
sixty days' written notice to the shareholders of the fund and is available only
in states  where the  exchange may  be made  legally. Before  purchasing  shares
through  the exercise of the exchange privilege, a shareholder should obtain and
read a copy of the  prospectus of the fund to  be purchased and should  consider
its investment objective(s).
    
 
SALES CHARGE WAIVERS FOR SHARES PURCHASED PRIOR TO JUNE 1, 1998
   
Class  A shares that are subject to  a contingent deferred sales charge and that
were purchased before June  1, 1998 are entitled  to the following waivers  from
the  contingent deferred sales charge otherwise due upon redemption: (1) minimum
required distributions made in connection with  an IRA, Keogh Plan or  custodial
account  under Section  403(b) of  the Code  or other  retirement plan following
attainment of age  70 1/2;  (2) total or  partial redemptions  resulting from  a
distribution   following   retirement   in   the   case   of   a   tax-qualified
employer-sponsored   retirement   plan;   (3)   when   a   redemption    results
    
 
                  Statement of Additional Information Page 30
<PAGE>
                           AIM EMERGING MARKETS FUND
   
from  a tax-free return of an  excess contribution pursuant to Section 408(d)(4)
or (5)  of the  Code  or from  the  death or  disability  of the  employee;  (4)
redemptions  pursuant to the  Fund's right to  liquidate a shareholder's account
involuntarily; (5) redemptions  pursuant to distributions  from a  tax-qualified
employer-sponsored retirement plan, which is invested in AIM/GT Funds, which are
permitted  to be made without penalty pursuant  to the Code, other than tax-free
rollovers or transfers of  assets, and the proceeds  of which are reinvested  in
AIM/GT  Funds;  (6)  redemptions made  in  connection  with participant-directed
exchanges between options in an employer-sponsored benefit plan; (7) redemptions
made for the  purpose of providing  cash to fund  a loan to  a participant in  a
tax-qualified  retirement  plan;  (8)  redemptions  made  in  connection  with a
distribution from any retirement plan or account that is permitted in accordance
with the  provisions  of  Section  72(t)(2) of  the  Code  and  the  regulations
promulgated  thereunder; (9) redemptions made  in connection with a distribution
from any  retirement plan  or account  that  involves the  return of  an  excess
deferral  amount pursuant to Section 401(k)(8) or Section 402(g)(2) of the Code;
(10) redemptions  made  in  connection  with a  distribution  from  a  qualified
profit-sharing  or stock bonus plan described in Section 401(k) of the Code to a
participant or  beneficiary  under Section  401(k)(2)(B)(IV)  of the  Code  upon
hardship  of the  covered employee  (determined pursuant  to Treasury Regulation
Section 1.401(k)-1(d)(2)); and (11)  redemptions made by or  for the benefit  of
certain  states, counties  or cities,  or any  instrumentalities, departments or
authorities thereof where such entities are prohibited or limited by  applicable
law from paying a sales charge or commission.
    
 
   
Class  B  shares purchased  before June  1,  1998 are  subject to  the following
waivers from the contingent deferred sales charge otherwise due upon  redemption
in  addition to the waivers provided for redemptions of currently issued Class B
shares as  described  in  the  Prospectus:  (1)  total  or  partial  redemptions
resulting   from  a  distribution   following  retirement  in   the  case  of  a
tax-qualified employer-sponsored retirement; (2) minimum required  distributions
made  in connection with an  IRA, Keogh Plan or  custodial account under Section
403(b) of the Code or other retirement plan following attainment of age 70  1/2;
(3)  a one-time reinvestment in Class B shares  of the Fund within 180 days of a
prior redemption; (4) redemptions pursuant to distributions from a tax-qualified
employer-sponsored retirement plan, which is invested in AIM/GT Funds, which are
permitted to be made without penalty  pursuant to the Code, other than  tax-free
rollovers  or transfers of assets,  and the proceeds of  which are reinvested in
AIM/GT Funds;  (5)  redemptions  made in  connection  with  participant-directed
exchanges between options in an employer-sponsored benefit plan; (6) redemptions
made  for the purpose  of providing cash  to fund a  loan to a  participant in a
tax-qualified retirement  plan;  (7)  redemptions  made  in  connection  with  a
distribution from any retirement plan or account that is permitted in accordance
with  the  provisions  of  Section  72(t)(2) of  the  Code  and  the regulations
promulgated thereunder; (8) redemptions made  in connection with a  distribution
from  a qualified profit-sharing or stock bonus plan described in Section 401(k)
of the Code to  a participant or beneficiary  under Section 401(k)(2)(B)(IV)  of
the  Code upon hardship of the covered employee (determined pursuant to Treasury
Regulation Section 1.401(k)-1(d)(2));  and (9)  redemptions made by  or for  the
benefit  of  certain  states,  counties  or  cities,  or  any instrumentalities,
departments or authorities thereof where such entities are prohibited or limited
by applicable law from paying a sales charge or commission.
    
 
TELEPHONE REDEMPTIONS
A corporation or  partnership wishing to  utilize telephone redemption  services
must  submit a "Corporate Resolution" or "Certificate of Partnership" indicating
the names, titles and the required number of signatures of persons authorized to
act on  its  behalf.  The  certificate  must be  signed  by  a  duly  authorized
officer(s),  and,  in the  case of  a  corporation, the  corporate seal  must be
affixed. All shareholders may request that redemption proceeds be transmitted by
bank wire upon request directly to the shareholder's predesignated account at  a
domestic bank or savings institution if the proceeds are at least $500. Costs in
connection  with  the administration  of this  service, including  wire charges,
currently are borne by the  Fund. Proceeds of less than  $500 will be mailed  to
the  shareholder's registered address of record. The Fund and the Transfer Agent
reserve the right to refuse any  telephone instructions and may discontinue  the
aforementioned redemption options upon fifteen days' written notice.
 
SYSTEMATIC WITHDRAWAL PLAN
Shareholders  owning Class A or  Class B shares with a  value of $10,000 or more
may establish a Systematic Withdrawal Plan  ("SWP"). Under a SWP, a  shareholder
will receive monthly or quarterly payments, in amounts of not less than $100 per
payment,  through the automatic redemption of  the necessary number of shares on
the designated dates (monthly on the 25th day or beginning quarterly on the 25th
day of  the month  the investor  first  selects). If  the 25th  day falls  on  a
Saturday,  Sunday  or  holiday, the  redemption  will  take place  on  the prior
business day. Certificates, if any, for  the shares being redeemed must be  held
by  the Transfer Agent. Checks will be  made payable to the designated recipient
and mailed within  seven days.  If the recipient  is other  than the  registered
shareholder,  the signature  of each shareholder  must be guaranteed  on the SWP
application (see "How to  Redeem Shares" in the  Prospectus). A corporation  (or
partnership)  must also submit  a "Corporation Resolution"  or "Certification of
Partnership" indicating  the names,  titles and  signatures of  the  individuals
 
                  Statement of Additional Information Page 31
<PAGE>
                           AIM EMERGING MARKETS FUND
authorized  to act on  its behalf, and the  SWP application must  be signed by a
duly authorized officer(s) and the corporate seal affixed.
 
With respect to a SWP, the maximum  annual SWP withdrawal is 12% of the  initial
account  value.  Withdrawals  in excess  of  12%  of the  initial  account value
annually may result  in assessment of  a contingent deferred  sales charge.  See
"How to Invest" in the Prospectus.
 
Shareholders should be aware that such systematic withdrawals may deplete or use
up entirely the initial investment and result in the realization of long-term or
short-term capital gains or losses. The SWP may be terminated at any time by the
Transfer  Agent or the Fund upon thirty days' written notice or by a shareholder
upon written notice to the Fund or the Transfer Agent. Applications and  further
details  regarding establishment of a SWP are provided at the back of the Fund's
Prospectus.
 
SUSPENSION OF REDEMPTION PRIVILEGES
The Fund may suspend redemption privileges  or postpone the date of payment  for
more  than seven days after a redemption order is received during any period (1)
when the NYSE is  closed other than customary  weekend and holiday closings,  or
trading  on the NYSE is restricted as directed by the SEC, (2) when an emergency
exists, as defined by the SEC, which makes it not reasonably practicable for the
Fund to dispose of securities  owned by it or fairly  to determine the value  of
its assets, or (3) as the SEC may otherwise permit.
 
REDEMPTIONS IN KIND
   
It  is possible  that conditions  may arise  in the  future which  would, in the
opinion of the Company's Board of Directors, make it undesirable for the Fund to
pay for all redemptions in cash. In such cases, the Board may authorize  payment
to  be made  in portfolio  securities or other  property of  the Fund, so-called
"redemptions in kind." Payment  of redemptions in kind  will be made in  readily
marketable  securities.  Such  securities  would be  valued  at  the  same value
assigned to  them in  computing  the net  asset  value per  share.  Shareholders
receiving  such  securities  would incur  brokerage  costs in  selling  any such
securities so received. However,  despite the foregoing,  the Company has  filed
with  the SEC an election pursuant to Rule  18f-1 under the 1940 Act. This means
that the  Fund  will  pay in  cash  all  requests for  redemption  made  by  any
shareholder of record, limited in amount with respect to each shareholder during
any  ninety-day period to the  lesser of $250,000 or 1%  of the Fund's net asset
value at the beginning of such period. This election will be irrevocable so long
as Rule  18f-1 remains  in effect,  unless  the SEC  by order  upon  application
permits the withdrawal of such election.
    
 
                  Statement of Additional Information Page 32
<PAGE>
                           AIM EMERGING MARKETS FUND
 
                                     TAXES
 
- --------------------------------------------------------------------------------
 
GENERAL
To  continue to qualify for treatment  as a regulated investment company ("RIC")
under the Code, the  Fund must distribute to  its shareholders for each  taxable
year at least 90% of its investment company taxable income (consisting generally
of net investment income, net short-term capital gain and net gains from certain
foreign  currency  transactions)  ("Distribution  Requirement")  and  must  meet
several additional requirements. These  requirements include the following:  (1)
the  Fund must derive  at least 90% of  its gross income  each taxable year from
dividends, interest, payments with  respect to securities  loans and gains  from
the  sale or  other disposition  of securities  or foreign  currencies, or other
income (including gains from options, Futures or Forward Contracts) derived with
respect to its business of investing in securities or those currencies  ("Income
Requirement");  (2) at the close of each  quarter of the Fund's taxable year, at
least 50% of the value of its total assets must be represented by cash and  cash
items,  U.  S.  government  securities,  securities  of  other  RICs  and  other
securities, with these securities limited, in  respect of any one issuer, to  an
amount  that does not exceed 5% of the value of the Fund's total assets and that
does not represent more than 10% of the issuer's outstanding voting  securities;
and  (3) at the close of each quarter  of the Fund's taxable year, not more than
25% of the value of its total  assets may be invested in securities (other  than
U.S. government securities or the securities of other RICs) of any one issuer.
 
Dividends  and  other distributions  declared  by the  Fund  in, and  payable to
shareholders of record as  of a date  in, October, November  or December of  any
year  will  be  deemed  to have  been  paid  by  the Fund  and  received  by the
shareholders on December 31 of  that year if the  distributions are paid by  the
Fund  during  the following  January. Accordingly,  those distributions  will be
taxed to shareholders for the year in which that December 31 falls.
 
A portion of  the dividends from  the Fund's investment  company taxable  income
(whether  paid in cash or  reinvested in additional shares)  may be eligible for
the dividends-received deduction allowed  to corporations. The eligible  portion
may  not  exceed  the  aggregate  dividends  received  by  the  Fund  from  U.S.
corporations.  However,  dividends  received  by  a  corporate  shareholder  and
deducted  by  it  pursuant  to  the  dividends-received  deduction  are  subject
indirectly to the alternative minimum tax.
 
If Fund shares are sold at a loss  after being held for six months or less,  the
loss  will be treated as  long-term, instead of short-term,  capital loss to the
extent of any  capital gain  distributions received on  those shares.  Investors
also should be aware that if shares are purchased shortly before the record date
for  any dividend or other distribution, the shareholder will pay full price for
the shares and receive some portion of the price back as a taxable distribution.
 
The Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to  the
extent  it fails to distribute by the end of any calendar year substantially all
of its  ordinary income  for  that year  and capital  gain  net income  for  the
one-year period ending on October 31 of that year, plus certain other amounts.
 
FOREIGN TAXES
Dividends  and interest received by the Fund, and gains realized thereby, may be
subject to income, withholding or other  taxes imposed by foreign countries  and
U.S.  possessions ("foreign  taxes") that  would reduce  the yield  and/or total
return on  its securities.  Tax conventions  between certain  countries and  the
United  States may reduce or eliminate  foreign taxes, however, and many foreign
countries do not  impose taxes  on capital gains  in respect  of investments  by
foreign  investors. If more than 50% of the  value of the Fund's total assets at
the close of its  taxable year consists of  securities of foreign  corporations,
the  Fund  will be  eligible to,  and may,  file an  election with  the Internal
Revenue Service that  will enable its  shareholders, in effect,  to receive  the
benefit  of the foreign tax credit with respect to any foreign taxes paid by it.
Pursuant to the election, the Fund would treat those taxes as dividends paid  to
its  shareholders and each shareholder would be required to (1) include in gross
income, and treat as paid by him, his share of those taxes, (2) treat his  share
of  those taxes and of any dividend paid by the Fund that represents income from
foreign and U.S. possessions  sources as his own  income from those sources  and
(3)  either deduct the taxes deemed paid  by him in computing his taxable income
or, alternatively, use the foregoing information in calculating the foreign  tax
credit  against his federal income tax. The Fund will report to its shareholders
shortly after each taxable  year their respective shares  of the Fund's  foreign
taxes  and income from sources within  foreign countries and U.S. possessions if
it makes  this election.  Pursuant to  the  Taxpayer Relief  Act of  1997  ("Tax
 
                  Statement of Additional Information Page 33
<PAGE>
                           AIM EMERGING MARKETS FUND
Act"),  individuals who have no more than  $300 ($600 for married persons filing
jointly) of creditable  foreign taxes  included on Form  1099 and  all of  whose
foreign  source income is "qualified  passive income" may elect  each year to be
exempt from the extremely complicated foreign tax credit limitation and will  be
able to claim a foreign tax credit without having to file the detailed Form 1116
that otherwise is required.
 
PASSIVE FOREIGN INVESTMENT COMPANIES
   
The  Fund  may invest  in the  stock of  "passive foreign  investment companies"
("PFICs"). A PFIC is a foreign  corporation -- other than a "controlled  foreign
corporation"  (I.E.,  a foreign  corporation  in which,  on  any day  during its
taxable year,  more than  50% of  the total  voting power  of all  voting  stock
therein  or the total value of all  stock therein is owned, directly, indirectly
or  constructively,  by  "U.S.  shareholders,"  defined  as  U.S.  persons  that
individually  own, directly, indirectly or constructively,  at least 10% of that
voting power) as  to which the  Fund is  a U.S. shareholder  (effective for  its
taxable  year beginning November 1,  1998) -- that, in  general, meets either of
the following tests: (1) at least 75% of  its gross income is passive or (2)  an
average  of at least 50%  of its assets produce, or  are held for the production
of, passive income.  Under certain circumstances,  the Fund will  be subject  to
federal  income tax on a portion of any "excess distribution" received on, or of
any gain from the disposition of, stock of a PFIC (collectively "PFIC  income"),
plus interest thereon, even if the Fund distributed the PFIC income as a taxable
dividend to its shareholders. The balance of the PFIC income will be included in
the  Fund's  investment company  taxable income  and,  accordingly, will  not be
taxable  to  the  Fund  to  the  extent  it  distributes  that  income  to   its
shareholders.
    
 
If  the Fund  invests in a  PFIC and  elects to treat  the PFIC  as a "qualified
electing fund"  ("QEF"),  then  in  lieu  of  the  foregoing  tax  and  interest
obligation,  the Fund would be  required to include in  income each year its pro
rata share of the QEF's ordinary earnings and net capital gain (I.E., the excess
of net long-term capital  gain over net short-term  capital loss) -- which  most
likely  would have  to be  distributed by the  Fund to  satisfy the Distribution
Requirement and to avoid imposition of the Excise Tax -- even if those  earnings
and  gain were not received by the Fund  from the QEF. In most instances it will
be very difficult, if not impossible,  to make this election because of  certain
requirements thereof.
 
Effective for its taxable year beginning November 1, 1998, the Fund may elect to
"mark  to market" its  stock in any PFIC.  "Marking-to-Market," in this context,
means including in ordinary income each taxable year the excess, if any, of  the
fair  market value of the stock over the Fund's adjusted basis therein as of the
end of that year.  Pursuant to the  election, the Fund also  will be allowed  to
deduct  (as an ordinary, not capital, loss)  the excess, if any, of its adjusted
basis in  PFIC stock  over  the fair  market value  thereof  as of  the  taxable
year-end, but only to the extent of any net mark-to-market gains with respect to
that  stock included in income  by the Fund for  prior taxable years. The Fund's
adjusted basis in each PFIC's stock subject to the election will be adjusted  to
reflect  the  amounts  of  income  included  and  deductions  taken  thereunder.
Regulations proposed in 1992  would provide a similar  election with respect  to
the stock of certain PFICs.
 
NON-U.S. SHAREHOLDERS
Dividends  paid by the Fund to a shareholder  who, as to the United States, is a
nonresident alien individual, nonresident alien fiduciary of a trust or  estate,
foreign  corporation  or foreign  partnership ("foreign  shareholder") generally
will be subject to U.S. withholding tax (at a rate of 30% or lower treaty rate).
Withholding will not apply, however, to a dividend paid by the Fund to a foreign
shareholder that is "effectively connected with  the conduct of a U.S. trade  or
business,"  in which case the  reporting and withholding requirements applicable
to domestic shareholders will apply. A  distribution of net capital gain by  the
Fund  to a foreign shareholder generally will  be subject to U.S. federal income
tax (at the rates  applicable to domestic persons)  only if the distribution  is
"effectively  connected" or  the foreign  shareholder is  treated as  a resident
alien individual for federal income tax purposes.
 
OPTIONS, FUTURES AND FOREIGN CURRENCY TRANSACTIONS
The Fund's use of hedging transactions, such as selling (writing) and purchasing
options and Futures and entering into Forward Contracts, involves complex  rules
that  will determine, for federal income tax purposes, the amount, character and
timing of recognition of  the gains and losses  the Fund realizes in  connection
therewith.  Gains  from the  disposition of  foreign currencies  (except certain
gains that  may be  excluded  by future  regulations),  and gain  from  options,
Futures  and Forward Contracts derived by the  Fund with respect to its business
of investing in securities  or foreign currencies,  will qualify as  permissible
income under the Income Requirement.
 
   
Futures  and Forward  Contracts that  are subject  to section  1256 of  the Code
(other  than  those  that  are  part  of  a  "mixed  straddle")  ("Section  1256
Contracts")  and  that are  held by  the Fund  at  the end  of its  taxable year
generally will be  deemed to have  been sold at  that time at  market value  for
federal income tax purposes. Sixty percent of any net gain or loss recognized on
these  deemed sales, and  60% of any net  gain or loss  realized from any actual
sales of Section 1256  Contracts, will be treated  as long-term capital gain  or
loss,  and the balance will be treated  as short-term capital gain or loss. That
60% portion  will qualify  for the  reduced maximum  tax rates  on  noncorporate
taxpayers' net capital gain enacted by
    
 
                  Statement of Additional Information Page 34
<PAGE>
                           AIM EMERGING MARKETS FUND
   
the  Tax Act -- 20% (10% for taxpayers in the 15% marginal tax bracket) for gain
recognized on capital assets held for more than 18 months -- instead of the  28%
rate  in effect before that legislation, which now applies to gain recognized on
capital assets held for more than one year but not more than 18 months.
    
 
Section 988 of the Code also may apply to gains and losses from transactions  in
foreign  currencies, foreign  currency-denominated debt  securities and options,
Futures and Forward  Contracts on  foreign currencies ("Section  988" gains  and
losses).  Each Section  988 gain  or loss  generally is  computed separately and
treated as ordinary income or loss. In the case of overlap between sections 1256
and 988, special provisions  determine the character and  timing of any  income,
gain  or loss. The Fund attempts to monitor section 988 transactions to minimize
any adverse tax impact.
 
If the Fund has  an "appreciated financial position"  -- generally, an  interest
(including  an interest through an option,  Futures or Forward Contract or short
sale) with respect to any stock, debt instrument (other than "straight debt") or
partnership interest the fair market value  of which exceeds its adjusted  basis
- --  and enters into a  "constructive sale" of the  same or substantially similar
property, the Fund will be treated as  having made an actual sale thereof,  with
the  result  that gain  will be  recognized  at that  time. A  constructive sale
generally consists of a short sale, an offsetting notional principal contract or
Futures or Forward Contract entered  into by the Fund  or a related person  with
respect  to  the same  or substantially  similar property.  In addition,  if the
appreciated financial  position is  itself  a short  sale  or such  a  contract,
acquisition of the underlying property or substantially similar property will be
deemed a constructive sale.
 
The  foregoing  is a  general  and abbreviated  summary  of certain  federal tax
considerations affecting the Fund and  its shareholders. Investors are urged  to
consult their own tax advisers for more detailed information and for information
regarding  any  foreign,  state  and  local  taxes  applicable  to distributions
received from the Fund.
 
- --------------------------------------------------------------------------------
 
                             ADDITIONAL INFORMATION
 
- --------------------------------------------------------------------------------
 
   
AIM was organized in 1976, and  along with its subsidiaries, manages or  advises
approximately  90 investment  company portfolios  encompassing a  broad range of
investment objectives.  AIM  is a  direct,  wholly owned  subsidiary  of A  I  M
Management  Group  Inc.  ("AIM Management"),  a  holding company  that  has been
engaged in  the  financial  services  business  since  1976.  AIM  is  the  sole
shareholder   of  the  Funds'  principal   underwriter,  AIM  Distributors.  AIM
Management is an indirect wholly owned subsidiary of AMVESCAP PLC, 11 Devonshire
Square, London, EC2M  4YR, England.  AMVESCAP PLC  and its  subsidiaries are  an
independent  investment management group that has  a significant presence in the
institutional and retail segment of the investment management industry in  North
America and Europe, and a growing presence in Asia.
    
 
CUSTODIAN
State  Street  Bank and  Trust Company  ("State  Street"), 225  Franklin Street,
Boston, MA  02110, acts  as custodian  of  the Fund's  assets. State  Street  is
authorized  to  establish  and  has  established  separate  accounts  in foreign
currencies and to cause securities of the  Fund to be held in separate  accounts
outside the United States in the custody of non-U.S. banks.
 
INDEPENDENT ACCOUNTANTS
   
The Fund's independent accountants are Coopers & Lybrand L.L.P., One Post Office
Square,  Boston, MA 02109. Coopers & Lybrand L.L.P. will conduct an annual audit
of the Fund, assist in  the preparation of the  Fund's federal and state  income
tax  returns  and  consult  with the  Company  and  the Fund  as  to  matters of
accounting, regulatory filings, and federal and state income taxation.
    
 
   
The audited financial statements  of the Company included  in this Statement  of
Additional Information have been examined by Coopers & Lybrand L.L.P., as stated
in their opinion appearing herein and are included in reliance upon such opinion
given upon the authority of that firm as experts in accounting and auditing.
    
 
   
NAME
    
   
Prior  to May 29, 1998,  the Fund operated under the  name of GT Global Emerging
Markets Fund.
    
 
                  Statement of Additional Information Page 35
<PAGE>
                           AIM EMERGING MARKETS FUND
 
                               INVESTMENT RESULTS
 
- --------------------------------------------------------------------------------
 
STANDARDIZED RETURNS
   
The  Fund's "Standardized Returns," as referred to in the Prospectus (see "Other
Information --  Performance  Information"  in the  Prospectus),  are  calculated
separately  for Class A and Class B shares of the Fund, as follows: Standardized
Return (average  annual total  return ("T"))  is computed  by using  the  ending
redeeming  value ("ERV")  of a hypothetical  initial investment  of $1,000 ("P")
over a period of years ("n") according  to the following formula as required  by
the  SEC: P(1+T)  to the (n)th  power =  ERV. The following  assumptions will be
reflected in computations made in accordance with this formula: (1) for Class  A
shares,  deduction of the maximum sales charge  of 4.75% from the $1,000 initial
investment; (2)  for Class  B  shares, deduction  of the  applicable  contingent
deferred  sales charge imposed  on a redemption  of Class B  shares held for the
period; (3) reinvestment of dividends and other distributions at net asset value
on the reinvestment date determined by the Company's Board of Directors; and (4)
a complete redemption at the end of any period illustrated.
    
 
The Standardized Returns for the Class A and Class B shares of the Fund,  stated
as average annualized total returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                                                      EMERGING MARKETS     EMERGING MARKETS
PERIOD                                                                                 FUND (CLASS A)       FUND (CLASS B)
- -----------------------------------------------------------------------------------  -------------------  -------------------
<S>                                                                                  <C>                  <C>
Fiscal year ended Oct. 31, 1997....................................................          (18.52)%             (19.16)%
Oct. 31, 1992 through Oct. 31, 1997................................................            2.30%                 n/a
April 1, 1993 (commencement of operations) through Oct. 31, 1997...................             n/a                 1.81%
May 18, 1992 (commencement of operations) through Oct. 31, 1997....................            1.57%                 n/a
</TABLE>
 
NON-STANDARDIZED RETURNS
In   addition  to   Standardized  Returns,   the  Fund   may  also   include  in
advertisements, sales  literature and  shareholder  reports other  total  return
performance   data  ("Non-Standardized  Return").   Non-Standardized  Return  is
calculated separately for  Class A and  Class B shares  of the Fund  and may  be
calculated according to several different formulas. Non-Standardized Returns may
be  quoted for the same or different time periods for which Standardized Returns
are quoted. Non-Standardized  Returns may  or may  not take  sales charges  into
account;  performance data calculated without taking the effect of sales charges
into account will be higher than data including the effect of such charges.
 
Average annual Non-Standardized  Return ("T")  is computed by  using the  ending
redeeming  value ("ERV")  of a hypothetical  initial investment  of $1,000 ("P")
over a period of years ("n") according  to the following formula as required  by
the  SEC: P(1+T)  to the (n)th  power =  ERV. The following  assumptions will be
reflected in computations made in accordance with this formula: (1) no deduction
of sales charges; (2) reinvestment of  dividends and other distributions at  net
asset value on the reinvestment date determined by the Board; and (3) a complete
redemption at the end of any period illustrated.
 
The  average annual Non-Standardized Returns for the  Class A and Class B shares
of the Fund, stated as average  annualized total returns for the periods  shown,
were:
 
<TABLE>
<CAPTION>
                                                                                      EMERGING MARKETS     EMERGING MARKETS
PERIOD                                                                                 FUND (CLASS A)       FUND (CLASS B)
- -----------------------------------------------------------------------------------  -------------------  -------------------
<S>                                                                                  <C>                  <C>
Fiscal year ended Oct. 31, 1997....................................................          (14.45)%             (14.91)%
Oct. 31, 1992 through Oct. 31, 1997................................................            3.30%                 n/a
April 1, 1993 (commencement of operations) through Oct. 31, 1997...................             n/a                 2.21%
May 18, 1992 (commencement of operations) through Oct. 31, 1997....................            2.48%                 n/a
</TABLE>
 
Aggregate Non-Standardized Return ("T") is computed by using the ending value of
the  account  ("VOA")  of  a hypothetical  initial  investment  of  $1,000 ("P")
according to the  following formula: T  = (VOA/P)-1. Aggregate  Non-Standardized
Return  assumes reinvestment  of dividends and  other distributions  and, as set
forth below, may or may not take sales charges into account.
 
                  Statement of Additional Information Page 36
<PAGE>
                           AIM EMERGING MARKETS FUND
 
The aggregate Non-Standardized Returns (not  taking sales charges into  account)
for  the Class  A and  Class B  shares of  the Fund,  stated as  aggregate total
returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                                                       EMERGING MARKETS       EMERGING MARKETS
PERIOD                                                                                  FUND (CLASS A)         FUND (CLASS B)
- -----------------------------------------------------------------------------------  ---------------------  ---------------------
<S>                                                                                  <C>                    <C>
April 1, 1993 (commencement of operations) through Oct. 31, 1997...................              n/a                  10.55%
May 18, 1992 (commencement of operations) through Oct. 31, 1997....................            14.32%                   n/a
</TABLE>
 
The aggregate Non-Standardized Returns (taking  sales charges into account)  for
the  Class A and B shares of the Fund, stated as aggregate total returns for the
periods shown, were:
 
<TABLE>
<CAPTION>
                                                                                       EMERGING MARKETS       EMERGING MARKETS
PERIOD                                                                                  FUND (CLASS A)         FUND (CLASS B)
- -----------------------------------------------------------------------------------  ---------------------  ---------------------
<S>                                                                                  <C>                    <C>
April 1, 1993 (commencement of operations) through Oct. 31, 1997...................              n/a                   8.55%
May 18, 1992 (commencement of operations) through Oct. 31, 1997....................             8.89%                   n/a
</TABLE>
 
IMPORTANT POINTS TO NOTE ABOUT DATA RELATING TO EMERGING EQUITY AND BOND MARKETS
The Fund and  AIM Distributors may  from time to  time in advertisements,  sales
literature and reports furnished to present or prospective shareholders, compare
the Fund with the following, among others:
 
        (1)  The Consumer Price Index ("CPI"), which is a measure of the average
    change in prices over time  in a fixed market  basket of goods and  services
    (E.G.,  food, clothing,  shelter, fuels,  transportation fares,  charges for
    doctors' and dentists' services, prescription medicines, and other goods and
    services that people  buy for  day-to-day living). There  is inflation  risk
    which does not affect a security's value but its purchasing power, i.e., the
    risk of changing price levels in the economy that affects security prices or
    the price of goods and services.
 
        (2)  Data  and  mutual fund  rankings  published or  prepared  by Lipper
    Analytical  Data  Services,  Inc.  ("Lipper"),  CDA/Wiesenberger  Investment
    Company  Service  ("CDA/Wiesenberger"),  Morningstar,  Inc. ("Morningstar"),
    Micropal, Inc. and/or other companies that rank and/or compare mutual  funds
    by  overall  performance,  investment  objectives,  assets,  expense levels,
    periods of existence and/or  other factors. In this  regard the Fund may  be
    compared  to  its  "peer  group"  as  defined  by  Lipper, CDA/Wiesenberger,
    Morningstar and/or other firms as applicable, or to specific funds or groups
    of funds within or outside of such peer group. Lipper generally ranks  funds
    on  the basis of  total return, assuming  reinvestment of distributions, but
    does not take sales  charges or redemption fees  into consideration, and  is
    prepared  without regard to tax consequences. In addition to the mutual fund
    rankings, the Fund's performance may be compared to mutual fund  performance
    indices prepared by Lipper. Morningstar is a mutual fund rating service that
    also   rates  mutual  funds  on  the  basis  of  risk-adjusted  performance.
    Morningstar ratings are calculated  from a fund's three,  five and ten  year
    average  annual returns with  appropriate fee adjustments  and a risk factor
    that reflects fund  performance relative  to the  three-month U.S.  Treasury
    bill  monthly returns.  Ten percent of  the funds in  an investment category
    receive five stars and 22.5% receive four stars. The ratings are subject  to
    change each month.
 
        (3)  Bear  Stearns Foreign  Bond  Index, which  provides  simple average
    returns for individual countries and gross national product ("GNP")-weighted
    index, beginning in 1975.  The returns are broken  down by local market  and
    currency.
 
        (4)  Ibbotson  Associates  International Bond  Index,  which  provides a
    detailed breakdown of local market and currency returns since 1960.
 
        (5) Standard & Poor's  "500" Index, which is  a widely recognized  index
    composed  of the capitalization-weighted average of  the price of 500 of the
    largest publicly traded stocks in the U.S.
 
        (6) Dow Jones Industrial Average.
 
        (7) CNBC/Financial News Composite Index.
 
        (8) Morgan Stanley Capital International World Indices, including, among
    others, the Morgan Stanley Capital International Europe, Australia, Far East
    Index ("EAFE Index").  The EAFE  index is an  unmanaged index  of more  than
    1,000 companies in Europe, Australia and the Far East.
 
        (9)  Morgan Stanley Capital  International All Country  (AC) World index
    ("MSCI"). The  MSCI is  a broad,  unmanaged index  of global  stock  prices,
    currently  comprising 2,500 different issuers,  located in 47 countries, and
    grouped in 38 separate industries.
 
                  Statement of Additional Information Page 37
<PAGE>
                           AIM EMERGING MARKETS FUND
 
       (10) Salomon Brothers  World Government Bond  Index and Salomon  Brothers
    World  Government Bond Index-Non-U.S., each of  which is a widely used index
    composed of world government bonds.
 
       (11) The  World  Bank  Publication  of  Trends  in  Developing  Countries
    ("TIDE"), which provides brief reports on most of the World Bank's borrowing
    members.  The World  Development Report is  published annually  and looks at
    global  and  regional  economic  trends  and  their  implications  for   the
    developing economies.
 
       (12)  Salomon Brothers Global Telecommunications Index, which is composed
    of telecommunications companies in the developing and emerging countries.
 
       (13) Datastream  and Worldscope,  each of  which is  an on-line  database
    retrieval  service  for information,  including international  financial and
    economic data.
 
       (14)  International  Financial  Statistics,  which  is  produced  by  the
    International Monetary Fund.
 
       (15)  Various publications and reports produced by the World Bank and its
    affiliates.
 
       (16) Various publications from the International Bank for  Reconstruction
    and Development.
 
   
       (17)  Various publications produced  by ratings agencies  such as Moody's
    Investors Service, Inc., Standard  & Poor's, a  division of The  McGraw-Hill
    Companies, Inc. and Fitch.
    
 
       (18)  Wilshire Associates, which is an on-line database for international
    financial and economic data including  performance measure for a wide  range
    of securities.
 
       (19)  Bank Rate National Monitor Index, which is an average of the quoted
    rates for 100 leading banks and thrifts in ten U.S. cities.
 
       (20) International  Finance  Corporation ("IFC")  Emerging  Markets  Data
    Base,  which  provides detailed  statistics on  stock markets  in developing
    countries.
 
       (21) Various publications from the Organization for Economic  Cooperation
    and Development ("OECD").
 
       (22)  Average of  savings accounts,  which is a  measure of  all kinds of
    savings deposits, including longer-term certificates. Savings accounts offer
    a guaranteed rate  of return on  principal, but no  opportunity for  capital
    growth.  During a  portion of  the period,  the maximum  rates paid  on some
    savings deposits were fixed by law.
 
Indices, economic and  financial data  prepared by the  research departments  of
various   financial  organizations,  such  as  Salomon  Brothers,  Inc.,  Lehman
Brothers, Merrill  Lynch,  Pierce,  Fenner &  Smith,  Inc.,  Financial  Research
Corporation,  J. P. Morgan, Morgan Stanley, Smith Barney Shearson, S.G. Warburg,
Jardine Flemming,  The Bank  for  International Settlements,  Asian  Development
Bank, Bloomberg, L.P. and Ibbotson Associates may be used as well as information
reported  by the  Federal Reserve  and the  respective Central  Banks of various
nations. In addition, AIM Distributors may use performance rankings, ratings and
commentary reported periodically in  national financial publications,  including
Money  Magazine, Mutual Fund  Magazine, Smart Money,  Global Finance, EuroMoney,
Financial World, Forbes, Fortune, Business Week, Latin Finance, The Wall  Street
Journal,  Emerging  Markets  Weekly,  Kiplinger's  Guide  To  Personal  Finance,
Barron's, The  Financial Times,  USA  Today, The  New  York Times,  Far  Eastern
Economic  Review, The  Economist and  Investors Business  Digest. Each  Fund may
compare its performance to that of  other compilations or indices of  comparable
quality  to those listed above and other  indices that may be developed and made
available in the future.
 
Information  relating  to   foreign  market   performance,  capitalization   and
diversification  is based on sources believed to  be reliable but may be subject
to revision  and  has  not  been  independently verified  by  the  Fund  or  AIM
Distributors.  The  authors  and  publishers  of such  material  are  not  to be
considered as "experts" under the 1933 Act, on account of the inclusion of  such
information herein.
 
A  portion of the performance  figures for each market  includes the positive or
negative effects of the currency exchange rates effective at December 31 of each
year between the U.S. dollar and currency of the foreign market (e.g.,  Japanese
Yen,  German Deutschemark  and Hong  Kong Dollar).  A foreign  currency that has
strengthened or weakened against the  U.S. dollar will positively or  negatively
affect the reported returns, as the case may be.
 
AIM  Distributors  believes that  this information  may  be useful  to investors
considering whether and to  what extent to  diversify their investments  through
the purchase of mutual funds investing in securities on a global basis. However,
this data is not a representation of the past performance of the Fund, nor is it
a  prediction of such performance. The performance of the Funds will differ from
the historical performance of relevant indices. The performance of indices  does
 
                  Statement of Additional Information Page 38
<PAGE>
                           AIM EMERGING MARKETS FUND
not  take  expenses  into  account,  while  each  Fund  incurs  expenses  in its
operations, which will reduce performance. Each of these factors will cause  the
performance of each Fund to differ from relevant indices.
 
   
From  time to  time, the Fund  and AIM Distributors  may refer to  the number of
shareholders in the  Fund or  the aggregate number  of shareholders  in all  AIM
Funds or the dollar amount of Fund assets under management or rankings by DALBAR
Surveys, Inc. in advertising materials.
    
 
AIM  Distributors believes the  Fund is an  appropriate investment for long-term
investment  goals,  including  funding  retirement,  paying  for  education   or
purchasing  a house. AIM  Distributors may provide  information designed to help
individuals understand  their investment  goals  and explore  various  financial
strategies.  For example,  AIM Distributors  may describe  general principles of
investing, such as  asset allocation,  diversification and  risk tolerance.  The
Fund  does  not represent  a complete  investment  program and  investors should
consider the  Fund as  appropriate for  a portion  of their  overall  investment
portfolio with regard to their long-term investment goals. There is no assurance
that any such information will lead to achieving these goals or guarantee future
results.
 
   
From  time to time, AIM Distributors may refer to or advertise the names of U.S.
and non-U.S. companies and  their products, although there  can be no  assurance
that any AIM Fund may own the securities of these companies.
    
 
Ibbotson  Associates  of  Chicago,  Illinois  ("Ibbotson")  provides  historical
returns of the capital  markets in the United  States, including common  stocks,
small   capitalization  stocks,  long-term  corporate  bonds,  intermediate-term
government bonds, long-term government bonds,  Treasury bills, the U.S. rate  of
inflation  (based on the CPI), and  combinations of various capital markets. The
performance of  these capital  markets  is based  on  the returns  of  different
indices.
 
   
AIM  Funds  may  use  the  performance of  these  capital  markets  in  order to
demonstrate  general   risk-versus-reward  investment   scenarios.   Performance
comparisons  may also include the  value of a hypothetical  investment in any of
these capital  markets. The  risks associated  with the  security types  in  any
capital market may or may not correspond directly to those of the Fund. Ibbotson
calculates total returns in the same method as the Fund.
    
 
The Fund may quote various measures of volatility and benchmark correlation such
as  beta, standard deviation and R(2) in  advertising. In addition, the fund may
compare these measures to those of  other funds. Measures of volatility seek  to
compare  the Fund's historical share price fluctuations or total return to those
of a benchmark.
 
The Fund may  advertise examples of  the effects of  periodic investment  plans,
including the principle of dollar cost averaging programs. In such a program, an
investor  invests a fixed dollar amount in a fund at periodic intervals, thereby
purchasing fewer shares  when prices are  high and more  shares when prices  are
low.  While such a strategy does not assure  a profit or guard against loss in a
declining market, the  investor's average cost  per share can  be lower than  if
fixed  numbers of shares are purchased at the same intervals. In evaluating such
a plan, investors should  consider their ability  to continue purchasing  shares
through periods of low price levels.
 
   
The  Fund may describe in its sales  material and advertisements how an investor
may invest in AIM Funds through various retirement plans or other programs  that
offer  deferral of income taxes on investment  earnings and pursuant to which an
investor may make deductible contributions.  Because of their advantages,  these
retirement  plans  and  programs  may  produce  returns  superior  to comparable
non-retirement investments. For example, a $10,000 investment earning a  taxable
return of 10% annually would have an after-tax value of $17,976 after ten years,
assuming  tax  was  deducted from  the  return each  year  at a  39.6%  rate. An
equivalent tax-deferred  investment would  have an  after-tax value  of  $19,626
after  ten years, assuming  tax was deducted  at a 39.6%  rate from the deferred
earnings  at  the   end  of  the   ten-year  period.  In   sales  material   and
advertisements,  the  Fund  may  also  discuss  these  plans  and  programs. See
"Information Relating to Sales and Redemptions -- Individual Retirement Accounts
("IRAs") and Other Tax-Deferred Plans."
    
 
AIM Distributors may from  time to time in  its sales materials and  advertising
discuss  the risks inherent in investing. The major types of investment risk are
market risk, industry risk, credit risk, interest rate risk, liquidity risk  and
inflation risk. Risk represents the possibility that you may lose some or all of
your investment over a period of time. A basic tenet of investing is the greater
the potential reward, the greater the risk.
 
From  time  to  time,  the  Fund and  AIM  Distributors  will  quote information
including but  not limited  to data  regarding: individual  countries,  regions,
companies,  world stock exchanges, and  economic and demographic statistics from
sources AIM Distributors  deems reliable, including  the economic and  financial
data of financial organizations, such as:
 
 1) Stock  market  capitalization:  Morgan Stanley  Capital  International World
    Indices, IFC and Datastream.
 
 2) Stock market  trading volume:  Morgan  Stanley Capital  International  World
    Indices and IFC.
 
                  Statement of Additional Information Page 39
<PAGE>
                           AIM EMERGING MARKETS FUND
 
 3) The  number of  listed companies: IFC,  G.T. Guide to  World Equity Markets,
    Salomon Brothers, Inc., and S.G. Warburg.
 
 4) Wage rates: U.S. Department of  Labor Statistics and Morgan Stanley  Capital
    International World Indices.
 
 5) International  industry  performance: Morgan  Stanley  Capital International
    World Indices, Wilshire Associates and Salomon Brothers, Inc.
 
 6) Stock  market  performance:  Morgan  Stanley  Capital  International   World
    Indices, IFC and Datastream.
 
 7) The  Consumer Price Index and inflation rate: The World Bank, Datastream and
    IFC.
 
 8) Gross Domestic Product ("GDP"): Datastream and The World Bank.
 
 9) GDP growth rate: IFC, The World Bank and Datastream.
 
10) Population: The World Bank, Datastream and United Nations.
 
11) Average annual growth rate (%) of population: The World Bank, Datastream and
    United Nations.
 
12) Age distribution within populations: OECD and United Nations.
 
13) Total exports and imports by year: IFC, The World Bank and Datastream.
 
14) Top three companies by country, industry or market: IFC, G.T. Guide to World
    Equity Markets, Salomon Brothers Inc., and S.G. Warburg.
 
15) Foreign direct  investments  to developing  countries:  The World  Bank  and
    Datastream.
 
16) Supply,  consumption,  demand  and  growth in  demand  of  certain products,
    services and industries, including, but  not limited to electricity,  water,
    transportation, construction materials, natural resources, technology, other
    basic infrastructure, financial services, health care services and supplies,
    consumer products and services and telecommunications equipment and services
    (sources  of such information may include, but  would not be limited to, The
    World Bank, OECD, IMF, Bloomberg and Datastream).
 
17) Standard deviation and performance returns for U.S. and non-U.S. equity  and
    bond markets: Morgan Stanley Capital International.
 
18) Countries  restructuring their debt,  including those under  the Brady Plan:
    the Sub-adviser.
 
19) Political and economic structure of countries: Economist Intelligence Unit.
 
20) Government and  corporate bonds  -- credit  ratings, yield  to maturity  and
    performance returns: Salomon Brothers, Inc.
 
21) Dividend yields for U.S. and non-U.S. companies: Bloomberg.
 
From  time to time, AIM Distributors may include in its advertisements and sales
material,  information  about  privatization,  which  is  an  economic   process
involving the sale of state-owned companies to the private sector.
 
   
In  advertising and sales  materials, AIM Distributors may  make reference to or
discuss its products, services and accomplishments. Among these  accomplishments
are  that in 1983 the Sub-adviser provided  assistance to the government of Hong
Kong in  linking its  currency to  the U.S.  dollar, and  that in  1987  Japan's
Ministry  of  Finance licensed  GT Asset  Management  Ltd. as  one of  the first
foreign  discretionary  investment   managers  for   Japanese  investors.   Such
accomplishments,  however,  should  not  be  viewed  as  an  endorsement  of the
Sub-adviser by the government of Hong  Kong, Japan's Ministry of Finance or  any
other  government or government  agency. Nor do any  such accomplishments of the
Sub-adviser provide any assurance that the Fund's investment objectives will  be
achieved.
    
 
                  Statement of Additional Information Page 40
<PAGE>
                           AIM EMERGING MARKETS FUND
 
                          DESCRIPTION OF DEBT RATINGS
 
- --------------------------------------------------------------------------------
 
DESCRIPTION OF BOND RATINGS
   
    MOODY'S  INVESTORS SERVICE, INC. rates the debt securities issued by various
entities from  "Aaa"  to  "C."  Investment grade  ratings  are  the  first  four
categories:
    
 
        Aaa  -- Bonds which are rated Aaa are  judged to be of the best quality.
    They carry the smallest degree of investment risk and are generally referred
    to as "gilt  edged." Interest payments  are protected  by a large  or by  an
    exceptionally  stable  margin and  principal  is secure.  While  the various
    protective elements are likely to change, such changes as can be  visualized
    are  most  unlikely  to impair  the  fundamentally strong  position  of such
    issues.
 
        Aa -- Bonds which are rated Aa are  judged to be of high quality by  all
    standards.  Together with  the Aaa  group they  comprise what  are generally
    known as high grade bonds. They are rated lower than the best bonds  because
    margins  of  protection  may  not  be  as  large  as  in  Aaa  securities or
    fluctuation of protective elements may be of greater amplitude or there  may
    be  other elements  present which  make the  long-term risk  appear somewhat
    larger than the Aaa securities.
 
        A  --  Bonds  which  are  rated  A  possess  many  favorable  investment
    attributes  and  are  to be  considered  as  upper-medium-grade obligations.
    Factors giving security to principal  and interest are considered  adequate,
    but  elements may  be present which  suggest a  susceptibility to impairment
    some time in the future.
 
        Baa --  Bonds  which  are  rated  Baa  are  considered  as  medium-grade
    obligations,  (i.e., they are neither  highly protected nor poorly secured).
    Interest payments and principal security appear adequate for the present but
    certain protective  elements may  be lacking  or may  be  characteristically
    unreliable  over  any  great length  of  time. Such  bonds  lack outstanding
    investment characteristics and in  fact have speculative characteristics  as
    well.
 
        Ba  -- Bonds which are rated Ba are judged to have speculative elements;
    their future cannot be considered  as well-assured. Often the protection  of
    interest  and principal payments may be  very moderate, and thereby not well
    safeguarded during both good and bad  times over the future. Uncertainty  of
    position characterizes bonds in this class.
 
        B  --  Bonds which  are rated  B generally  lack characteristics  of the
    desirable investment. Assurance  of interest  and principal  payments or  of
    maintenance  of other terms of the contract over any long period of time may
    be small.
 
        Caa -- Bonds which are rated Caa  are of poor standing. Such issues  may
    be  in default or  there may be  present elements of  danger with respect to
    principal or interest.
 
        Ca  --  Bonds  which  are  rated  Ca  represent  obligations  which  are
    speculative in a high degree. Such issues are often in default or have other
    marked shortcomings.
 
        C  -- Bonds which are  rated C are the lowest  rated class of bonds, and
    issues so rated can be regarded  as having extremely poor prospects of  ever
    attaining any real investment standing.
 
ABSENCE  OF RATING: Where no rating has been assigned or where a rating has been
suspended or withdrawn, it may  be for reasons unrelated  to the quality of  the
issue.
 
Should no rating be assigned, the reason may be one of the following:
 
        1.  An application for rating was not received or accepted.
 
        2.   The issue or  issuer belongs to a  group of securities or companies
    that are not rated as a matter of policy.
 
        3.  There is a lack of essential data pertaining to the issue or issuer.
 
        4.  The  issue was privately  placed, in  which case the  rating is  not
    published in Moody's publications.
 
Suspension  or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable up-to-date data  to permit  a judgment  to be  formed; if  a bond  is
called for redemption; or for other reasons.
 
                  Statement of Additional Information Page 41
<PAGE>
                           AIM EMERGING MARKETS FUND
 
Note:  Moody's applies numerical  modifiers, 1, 2  and 3 in  each generic rating
classification from Aa to Caa. The  modifier 1 indicates that the Company  ranks
in  the higher end  of its generic  rating category; the  modifier 2 indicates a
mid-range ranking; and the  modifier 3 indicates that  the Company ranks in  the
lower end of its generic rating category.
 
   
    STANDARD  & POOR'S, a division of The McGraw-Hill Companies, Inc., rates the
securities debt of  various entities  in categories  ranging from  "AAA" to  "D"
according to quality. Investment grade ratings are the first four categories:
    
 
        AAA -- An obligation rated "AAA" has the highest rating assigned by S&P.
    The obligor's capacity to meet its financial commitment on the obligation is
    extremely strong.
 
        AA   --  An  obligation  rated  "AA"  differs  from  the  highest  rated
    obligations only  in a  small degree.  The obligor's  capacity to  meet  its
    financial commitment on the obligation is very strong.
 
        A -- An obligation rated "A" is somewhat more susceptible to the adverse
    effects of changes in circumstances and economic conditions than obligations
    in higher rated categories.
 
        BBB   --  An   obligation  rated  "BBB"   exhibits  adequate  protection
    parameters. However, adverse economic  conditions or changing  circumstances
    are  more likely to lead  to a weakened capacity of  the obligor to meet its
    financial commitment on the obligation.
 
        BB, B, CCC, CC, C -- Obligations  rated "BB," "B," "CCC," "CC," and  "C"
    are   regarded  as  having  significant  speculative  characteristics.  "BB"
    indicates the least degree  of speculation and "C"  the highest. While  such
    obligations  will likely  have some quality  and protective characteristics,
    these may be outweighed by large uncertainties or major exposures to adverse
    conditions.
 
        BB -- An  obligation rated "BB"  is less vulnerable  to nonpayment  than
    other  speculative issues. However, it  faces major ongoing uncertainties or
    exposure to adverse business, financial, or economic conditions which  could
    lead  to the obligor's inadequate capacity  to meet its financial commitment
    on the obligation.
 
        B --  An obligation  rated "B"  is more  vulnerable to  nonpayment  than
    obligations  rated "BB," but the obligor  currently has the capacity to meet
    its financial commitment on the obligation. Adverse business, financial,  or
    economic conditions will likely impair the obligor's capacity or willingness
    to meet its financial commitment on the obligation.
 
        CCC  -- An obligation rated "CCC" is currently vulnerable to nonpayment,
    and is dependent upon favorable business, financial, and economic conditions
    for the obligor to meet its  financial commitment on the obligation. In  the
    event of adverse business, financial, or economic conditions, the obligor is
    not  likely to  have the  capacity to meet  its financial  commitment on the
    obligation.
 
        CC --  An  obligation  rated  "CC" is  currently  highly  vulnerable  to
    nonpayment.
 
        C  -- The "C" rating may be used to cover a situation where a bankruptcy
    petition has been filed  or similar action has  been taken, but payments  on
    this obligation are being continued.
 
        D  -- An  obligation rated  "D" is  in payment  default. The  "D" rating
    category is used when payments on an obligation are not made on the date due
    even if the  applicable grace period  has not expired,  unless S&P  believes
    that  such payments will  be made during  such grace period.  The "D" rating
    also will be used upon the filing of a bankruptcy petition or the taking  of
    a similar action if payments on an obligation are jeopardized.
 
PLUS  (+) OR MINUS  (-): The ratings from  "AA" to "CCC" may  be modified by the
addition of a  plus or minus  sign to  show relative standing  within the  major
rating categories.
 
NR:  Indicates  that  no  public  rating  has  been  requested,  that  there  is
insufficient information on which to base a rating, or that S&P does not rate  a
particular type of obligation as a matter of policy.
 
DESCRIPTION OF COMMERCIAL PAPER RATINGS
    MOODY'S  employs  the  designation "Prime-1"  to  indicate  commercial paper
having a superior ability for  repayment of senior short-term debt  obligations.
Prime-1  repayment  ability will  often be  evidenced by  many of  the following
characteristics: leading market positions  in well-established industries;  high
rates  of return on  funds employed; conservative  capitalization structure with
moderate reliance on debt and ample asset protection; broad margins in  earnings
coverage  of  fixed financial  charges and  high  internal cash  generation; and
well-established access to a range of  financial markets and assured sources  of
alternate liquidity. Issues rated Prime-2 have a strong ability for repayment of
senior  short-term debt obligations. This normally  will be evidenced by many of
the characteristics cited  above but  to a  lesser degree.  Earnings trends  and
coverage  ratios, while sound, may be  more subject to variation. Capitalization
characteristics, while  still  appropriate, may  be  more affected  by  external
conditions. Ample alternate liquidity is maintained.
 
                  Statement of Additional Information Page 42
<PAGE>
                           AIM EMERGING MARKETS FUND
 
    S&P  ratings of commercial paper are  graded into several categories ranging
from "A1" for the highest quality obligations  to "D" for the lowest. Issues  in
the  "A"  category are  delineated  with numbers  1, 2,  and  3 to  indicate the
relative degree  of safety.  A-1 --  This highest  category indicates  that  the
degree  of safety regarding timely payment is strong. Those issues determined to
possess extremely strong safety characteristics will be denoted with a plus sign
(+) designation.  A-2  -- Capacity  for  timely  payments on  issues  with  this
designation  is satisfactory; however,  the relative degree of  safety is not as
high as for issues designated "A-1."
 
- --------------------------------------------------------------------------------
 
   
                              FINANCIAL STATEMENTS
    
 
- --------------------------------------------------------------------------------
   
The audited financial statements of the Fund as of October 31, 1997 and for  the
fiscal year then ended appear on the following pages.
    
 
                  Statement of Additional Information Page 43
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
- --------------------------------------------------------------------------------
 
ANNUAL REPORT
To the Shareholders of GT Global Emerging Markets Fund and
Board of Directors of G.T. Investment Funds, Inc.:
 
We have audited the accompanying statement of assets and liabilities of GT
Global Emerging Markets Fund, one of the funds organized as a series of G.T.
Investment Funds, Inc., including the portfolio of investments, as of October
31, 1997, the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the period
then ended. These financial statements and the financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and the financial highlights based on our
audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1997 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial position of GT
Global Emerging Markets Fund as of October 31, 1997, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the five years in the period then ended, in conformity with generally accepted
accounting principles.
 
                                                        COOPERS & LYBRAND L.L.P.
 
BOSTON, MASSACHUSETTS
DECEMBER 15, 1997
 
                                       F1
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                            COUNTRY       SHARES        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
Energy (18.6%)
  LUKoil Holding - ADR{\/} .................................   RUS             68,826   $  5,764,178         2.4
    OIL
  Sasol Ltd. ...............................................   SAFR           402,507      4,853,515         2.0
    ENERGY SOURCES
  Petroleo Brasileiro S.A. (Petrobras) Preferred ...........   BRZL        22,113,561      4,112,192         1.7
    OIL
  Companhia Energetica de Minas Gerais (CEMIG) - ADR{\/} ...   BRZL            85,389      3,415,560         1.4
    ELECTRICAL & GAS UTILITIES
  C.A. La Electricidad de Caracas ..........................   VENZ         2,529,153      3,324,761         1.4
    ELECTRICAL & GAS UTILITIES
  Centrais Eletricas Brasileiras S.A.-Eletrobras "B" -
   ADR{\/} .................................................   BRZL           133,855      2,944,810         1.2
    ELECTRICAL & GAS UTILITIES
  Chilgener S.A. - ADR{\/} .................................   CHLE            88,263      2,383,101         1.0
    ELECTRICAL & GAS UTILITIES
  Enersis S.A. - ADR{\/} ...................................   CHLE            64,238      2,119,854         0.9
    ELECTRICAL & GAS UTILITIES
  Empresa Nacional de Electricidad S.A. - ADR{\/} ..........   CHLE           100,922      2,031,055         0.8
    ELECTRICAL & GAS UTILITIES
  Light - Servicos de Electricidade S.A. ...................   BRZL         5,020,561      1,666,841         0.7
    ELECTRICAL & GAS UTILITIES
  Light - Participacoes S.A. ...............................   BRZL         6,360,473      1,627,044         0.7
    ELECTRICAL & GAS UTILITIES
  YPF S.A. - ADR{\/} .......................................   ARG             49,065      1,570,080         0.7
    OIL
  The Hub Power Co., Ltd. - GDR-/- {\/} ....................   PAK             49,150      1,535,938         0.6
    ENERGY SOURCES
  Unified Energy Systems - Reg S GDR-/- {c} {\/} ...........   RUS             37,000      1,156,246         0.5
    ELECTRICAL & GAS UTILITIES
  Surgutneftegaz - ADR-/- {\/} .............................   RUS            123,235      1,047,498         0.4
    OIL
  PTT Exploration and Production Public Co., Ltd. -
   Foreign .................................................   THAI           101,800      1,038,259         0.4
    OIL
  MOL Magyar Olaj-es Gazipari RT - Reg S GDR{c} {\/} .......   HGRY            35,800        774,175         0.3
    ENERGY SOURCES
  Manila Electric Co. "B" ..................................   PHIL           236,700        728,308         0.3
    ELECTRICAL & GAS UTILITIES
  Mosenergo - 144A ADR{.} {\/} .............................   RUS             15,000        630,000         0.3
    ELECTRICAL & GAS UTILITIES
  Electricity Generating Public Co., Ltd. - Foreign ........   THAI           329,100        548,500         0.2
    ELECTRICAL & GAS UTILITIES
  Perez Companc S.A. .......................................   ARG             74,818        468,642         0.2
    OIL
  Tenaga Nasional Bhd. .....................................   MAL            194,000        419,585         0.2
    ELECTRICAL & GAS UTILITIES
  Korea Electric Power Corp. - ADR{\/} .....................   KOR             44,271        362,469         0.2
    ELECTRICAL & GAS UTILITIES
  BSES Ltd. - Reg. S GDR{c} ................................   IND             19,100        296,050         0.1
    ELECTRICAL & GAS UTILITIES
  Yukong Ltd. ..............................................   KOR              7,543        102,145          --
    OIL
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F2
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                            COUNTRY       SHARES        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
Energy (Continued)
  Guangdong Electric Power Development Co., Ltd. "B"+X+ ....   CHNA           127,800   $     72,084          --
    ENERGY SOURCES
  Pakistan State Oil Co., Ltd. .............................   PAK                 20            216          --
    OIL
                                                                                        ------------
                                                                                          44,993,106
                                                                                        ------------
Multi-Industry/Miscellaneous (16.1%)
  Barlow Ltd. ..............................................   SAFR           407,077      4,104,623         1.7
    CONGLOMERATE
  Anglo American Corporation of South Africa Ltd. ..........   SAFR            82,607      3,572,195         1.5
    CONGLOMERATE
  Delta Corporation Ltd. (subdivision)-/- ..................   ZBBW         2,187,074      3,114,504         1.3
    MULTI-INDUSTRY
  PT Telekomunikasi Indonesia ..............................   INDO         3,075,500      2,869,896         1.2
    MULTI-INDUSTRY
  Grupo Carso, S.A. de C.V. "A1" ...........................   MEX            396,200      2,519,547         1.0
    MULTI-INDUSTRY
  ITC Ltd.: ................................................   IND                 --             --         1.0
    MULTI-INDUSTRY
    Common .................................................   --             123,928      1,916,184          --
    GDR-/- {\/} ............................................   --              25,987        475,562          --
  The Saudi Arabian Investment Fund Ltd.-/- {\/} ...........   UK             211,000      2,110,000         0.9
    COUNTRY FUNDS
  PT Gudang Garam ..........................................   INDO           625,500      1,777,187         0.7
    MULTI-INDUSTRY
  China Resources Enterprise Ltd. ..........................   HK             623,000      1,708,616         0.7
    CONGLOMERATE
  Malaysian Resources Corp., Bhd. ..........................   MAL          2,556,000      1,520,240         0.6
    CONGLOMERATE
  Shanghai Industrial Holdings Ltd. ........................   HK             339,000      1,508,616         0.6
    MULTI-INDUSTRY
  Central Asia Regional Growth Fund-/- {\/} ................   IRE            156,000      1,485,120         0.6
    COUNTRY FUNDS
  NASR (El) City Company For Housing & Construction-/- .....   EGPT            18,870      1,304,195         0.5
    MISCELLANEOUS
  Billiton PLC-/- ..........................................   SAFR           395,102      1,158,199         0.5
    CONGLOMERATE
  Sanluis Corporacion, S.A. de C.V. ........................   MEX            145,432      1,128,622         0.5
    CONGLOMERATE
  John Keells Holdings Ltd. ................................   SLNKA          183,000        934,142         0.4
    MULTI-INDUSTRY
  Empresas La Moderna, S.A. de C.V. "A"-/- .................   MEX            186,000        913,293         0.4
    MULTI-INDUSTRY
  PT Bimantara Citra .......................................   INDO           965,000        887,047         0.4
    MULTI-INDUSTRY
  Romanian Growth Fund{\/} .................................   ROM             75,800        784,530         0.3
    COUNTRY FUNDS
  Koc Holding AS ...........................................   TRKY         1,827,500        687,480         0.3
    CONGLOMERATE
  Rembrandt Group Ltd. .....................................   SAFR            77,200        633,971         0.3
    CONGLOMERATE
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F3
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                            COUNTRY       SHARES        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
Multi-Industry/Miscellaneous (Continued)
  Koor Industries Ltd. - ADR{\/} ...........................   ISRL            22,315   $    476,983         0.2
    CONGLOMERATE
  PT Hanjaya Mandala Sampoerna .............................   INDO           262,000        457,953         0.2
    MULTI-INDUSTRY
  Discount Investment Corp. ................................   ISRL            12,474        339,811         0.1
    MULTI-INDUSTRY
  Quinenco S.A. - ADR-/- {\/} ..............................   CHLE            21,500        314,438         0.1
    CONGLOMERATE
  KEC International Ltd.-/- ................................   IND            160,500        162,280         0.1
    MISCELLANEOUS
                                                                                        ------------
                                                                                          38,865,234
                                                                                        ------------
Services (15.6%)
  Telecomunicacoes Brasileiras S.A. (Telebras): ............   BRZL                --             --         3.0
    TELEPHONE NETWORKS
    ADR{\/} ................................................   --              37,332      3,789,198          --
    Common .................................................   --          38,472,813      3,419,767          --
  Telefonos de Mexico, S.A. de C.V. "L" - ADR{\/} ..........   MEX            122,827      5,312,268         2.2
    TELEPHONE NETWORKS
  Compania Anonima Nacional Telefonos de Venezuela (CANTV) -
   ADR{\/ } ................................................   VENZ            85,004      3,718,925         1.5
    TELEPHONE NETWORKS
  Pick'n Pay Stores Ltd.: ..................................   SAFR                --             --         1.4
    RETAILERS-OTHER
    Common .................................................   --           1,646,589      2,481,865          --
    "N" ....................................................   --             719,798        987,665          --
  Cia de Telecomunicaciones de Chile S.A. - ADR{\/} ........   CHLE            84,227      2,337,299         1.0
    TELEPHONE NETWORKS
  Telefonica del Peru S.A. - ADR{\/} .......................   PERU           100,740      1,989,615         0.8
    TELEPHONE NETWORKS
  Cifra, S.A. de C.V.: .....................................   MEX                 --             --         0.6
    RETAILERS-OTHER
    "C" ....................................................   --             593,000      1,029,760          --
    "A" ....................................................   --             275,000        506,527          --
    "B" ....................................................   --              26,656         53,248          --
  Companhia de Saneamento Basico do Estado de Sao Paulo -
   SABESP-/- ...............................................   BRZL         7,509,655      1,362,419         0.6
    BUSINESS & PUBLIC SERVICES
  Telefonica de Argentina S.A. - ADR{\/} ...................   ARG             42,183      1,186,397         0.5
    TELEPHONE NETWORKS
  Telecomunicacoes de Sao Paulo S.A. (TELESP) Preferred ....   BRZL         3,388,663        885,282         0.4
    TELEPHONE NETWORKS
  TelecomAsia Corp. - Foreign-/- ...........................   THAI         1,521,400        681,224         0.3
    TELEPHONE NETWORKS
  Santa Isabel S.A. - ADR{\/} ..............................   CHLE            36,543        676,046         0.3
    RETAILERS-FOOD
  PT Indosat ...............................................   INDO           264,500        598,625         0.3
    TELECOM - OTHER
  Danubius Hotel and Spa Rt.-/- ............................   HGRY            19,037        595,762         0.2
    LEISURE & TOURISM
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F4
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                            COUNTRY       SHARES        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
Services (Continued)
  PT Citra Marga Nusaphala Persada .........................   INDO         2,073,000   $    591,873         0.2
    BUSINESS & PUBLIC SERVICES
  Mahanagar Telephone Nigam Ltd. ...........................   IND             84,400        588,062         0.2
    TELECOM - OTHER
  Portugal Telecom S.A. - Registered .......................   PORT            13,630        559,388         0.2
    TELEPHONE NETWORKS
  Sonae Investimentos-Sociedade Gestora de Participacoes
   Sociais S.A. ............................................   PORT            14,423        539,017         0.2
    RETAILERS-OTHER
  Migros Turk T.A.S. .......................................   TRKY           479,400        503,132         0.2
    RETAILERS-FOOD
  Investec-Consultoria Internacional S.A.-/- ...............   PORT            15,692        490,933         0.2
    BROADCASTING & PUBLISHING
  Super Sol Ltd. ...........................................   ISRL           127,545        367,036         0.2
    RETAILERS-FOOD
  Advanced Info. Service - Foreign .........................   THAI            68,300        366,985         0.2
    WIRELESS COMMUNICATIONS
  Indian Hotels Co., Ltd. ..................................   IND                 --             --         0.1
    LEISURE & TOURISM
    GDR-/- {\/} ............................................   --              20,200        348,450          --
    Common .................................................   --               3,000         48,573          --
  Konsortium Perkapalan Bhd. ...............................   MAL            182,000        341,694         0.1
    TRANSPORTATION - SHIPPING
  Pakistan Telecommunications Co., Ltd. - GDR-/- {\/} ......   PAK              3,700        299,700         0.1
    TELEPHONE NETWORKS
  Guangshen Railway Co., Ltd. ..............................   HK             924,000        286,882         0.1
    TRANSPORTATION - ROAD & RAIL
  Vimpel-Communications - ADR-/- {\/} ......................   RUS              8,500        278,375         0.1
    WIRELESS COMMUNICATIONS
  BEC World Public Co., Ltd. - Foreign .....................   THAI            53,000        276,866         0.1
    BROADCASTING & PUBLISHING
  Estabelecimentos Jeronimo Martins & Filho, Sociedade
   Gestora de Participacoes Sociais S.A. ...................   PORT             4,141        270,885         0.1
    RETAILERS-OTHER
  Himachal Futuristic Communications Ltd. ..................   IND            450,000        241,423         0.1
    TELECOM - OTHER
  PT Matahari Putra Prima ..................................   INDO         1,109,000        216,240         0.1
    RETAILERS-APPAREL
                                                                                        ------------
                                                                                          38,227,406
                                                                                        ------------
Materials/Basic Industry (15.5%)
  Kimberly-Clark de Mexico, S.A. de C.V. "A" ...............   MEX          1,012,344      4,461,588         1.8
    PAPER/PACKAGING
  SA Iron & Steel Industrial Corp., Ltd. (ISCOR) ...........   SAFR         6,948,244      3,611,353         1.5
    METALS - STEEL
  Suez Cement Co. - Reg S GDR{c} {\/} ......................   EGPT           169,935      3,526,151         1.5
    CEMENT
  Sappi Ltd. ...............................................   SAFR           427,859      2,713,035         1.1
    FOREST PRODUCTS
  Helwan Portland Cement Co.-/- ............................   EGPT           104,210      2,199,138         0.9
    CEMENT
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F5
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                            COUNTRY       SHARES        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
Materials/Basic Industry (Continued)
  Ameriyah Cement Co.-/- ...................................   EGPT            84,386   $  2,134,469         0.9
    CEMENT
  Industrias Penoles S.A. (CP) .............................   MEX            452,187      1,800,625         0.7
    METALS - NON-FERROUS
  Torah Portland Cement Co.-/- .............................   EGPT            60,900      1,665,794         0.7
    CEMENT
  De Beers Centenary AG - Linked Unit ......................   SAFR            68,900      1,644,432         0.7
    MISC. MATERIALS & COMMODITIES
  Apasco S.A. ..............................................   MEX            254,481      1,554,315         0.6
    CEMENT
  North Cairo Flour Mills-/- ...............................   EGPT            30,170      1,313,282         0.5
    MISC. MATERIALS & COMMODITIES
  Helioplis Housing-/- .....................................   EGPT             8,500      1,162,750         0.5
    BUILDING MATERIALS & COMPONENTS
  Pannonplast Rt. ..........................................   HGRY            18,188        999,145         0.4
    MISC. MATERIALS & COMMODITIES
  Pohang Iron & Steel Co., Ltd.: ...........................   KOR                 --             --         0.5
    METALS - STEEL
    ADR{\/} ................................................   --              52,475        852,719          --
    Common .................................................   --               2,580        114,060          --
  Paints & Chemical Industry-/- ............................   EGPT            20,500        687,413         0.3
    CHEMICALS
  Grupo Industrial Minera Mexico "L" .......................   MEX            231,300        686,975         0.3
    METALS - NON-FERROUS
  Cimpor-Cimentos de Portugal, SGPS S.A. ...................   PORT            23,585        597,004         0.2
    CEMENT
  Cosco Pacific Ltd. .......................................   HK             462,000        537,904         0.2
    PAPER/PACKAGING
  Hindalco Industries Ltd. .................................   IND             19,350        505,218         0.2
    METALS - NON-FERROUS
  Siam Cement Co., Ltd. - Foreign ..........................   THAI            57,200        486,627         0.2
    CEMENT
  Israel Chemicals Ltd. ....................................   ISRL           386,976        485,117         0.2
    CHEMICALS
  Maanshan Iron and Steel Co. "H"+X+ .......................   CHNA         2,874,000        457,312         0.2
    METALS - STEEL
  Sociedad Quimica y Minera de Chile S.A. - ADR{\/} ........   CHLE             8,500        440,938         0.2
    CHEMICALS
  PT Aneka Tambang-/- ......................................   INDO           940,000        366,574         0.2
    METALS - NON-FERROUS
  Dhan Fibres Ltd.-/- ......................................   PAK          4,273,000        325,286         0.1
    CHEMICALS
  Turk Sise ve Cam Fabrikalari AS-/- .......................   TRKY         3,564,000        306,035         0.1
    GLASS
  HI Cement Corp. ..........................................   PHIL         3,197,000        291,464         0.1
    CEMENT
  Engro Chemicals Pakistan Ltd. ............................   PAK             85,412        269,787         0.1
    CHEMICALS
  Agros Holding S.A.-/- ....................................   POL             11,876        249,123         0.1
    MISC. MATERIALS & COMMODITIES
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F6
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                            COUNTRY       SHARES        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
Materials/Basic Industry (Continued)
  Cahya Mata Sarawak Bhd. ..................................   MAL            229,000   $    222,878         0.1
    BUILDING MATERIALS & COMPONENTS
  Compania de Minas Buenaventura S.A. - ADR{\/} ............   PERU            11,800        211,663         0.1
    METALS - NON-FERROUS
  PT Indah Kiat Pulp & Paper Corp. Tbk .....................   INDO           517,000        198,015         0.1
    PAPER/PACKAGING
  Associated Cement Cos., Ltd. .............................   IND              5,086        163,542         0.1
    CEMENT
  Fauji Fertilizer Co., Ltd. ...............................   PAK             71,900        160,119         0.1
    MISC. MATERIALS & COMMODITIES
  Dewan Salman Fibre Ltd.-/- ...............................   PAK                  4              3          --
    CHEMICALS
                                                                                        ------------
                                                                                          37,401,853
                                                                                        ------------
Finance (15.1%)
  State Bank of India Ltd. .................................   IND            646,650      4,679,037         1.9
    BANKS-REGIONAL
  Uniao Bancos Brasileiras "A" Preferred ...................   BRZL       155,867,458      3,956,070         1.6
    BANKS-MONEY CENTER
  ABSA Group Ltd. ..........................................   SAFR           631,687      3,742,844         1.5
    BANKS-REGIONAL
  Egyptian American Bank SAE-/- ............................   EGPT            72,790      2,344,266         1.0
    BANKS-MONEY CENTER
  Administradora de Fondos de Pensiones Provida S.A. -
   ADR{\/} .................................................   CHLE           114,258      1,913,822         0.8
    INVESTMENT MANAGEMENT
  Malayan Banking Bhd. .....................................   MAL            401,800      1,556,990         0.6
    BANKS-MONEY CENTER
  Banco LatinoAmericano de Exportaciones S.A. (Bladex)
   "E"{\/} .................................................   PAN             36,337      1,444,396         0.6
    OTHER FINANCIAL
  Global Menkul Degerler AS-/- .............................   TRKY        60,574,257      1,403,558         0.6
    SECURITIES BROKER
  Banco de A. Edwards - ADR{\/} ............................   CHLE            74,184      1,288,947         0.5
    BANKS-MONEY CENTER
  Credicorp Ltd. - ADR{\/} .................................   PERU            67,200      1,205,400         0.5
    BANKS-MONEY CENTER
  Aksigorta A.S. ...........................................   TRKY        14,655,000      1,138,555         0.5
    INSURANCE - MULTI-LINE
  Commercial International Bank ............................   EGPT                --             --         0.4
    BANKS-MONEY CENTER
    144A GDR{.} {\/} .......................................   --              37,000        804,750          --
    Common .................................................   --              14,000        323,853          --
  Liberty Life Association of Africa Ltd. ..................   SAFR            36,900        920,582         0.4
    INSURANCE-LIFE
  Banco Frances del Rio de la Plata S.A. - ADR{\/} .........   ARG             34,978        861,333         0.4
    BANKS-MONEY CENTER
  Turkiye Is Bankasi (Isbank) "C" ..........................   TRKY         8,527,300        825,208         0.3
    BANKS-MONEY CENTER
  Kookmin Bank - GDR-/- {\/} ...............................   KOR            100,650        644,160         0.3
    BANKS-MONEY CENTER
  BPI-SGPS S.A. ............................................   PORT            27,269        613,475         0.3
    BANKS-MONEY CENTER
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F7
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                            COUNTRY       SHARES        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
Finance (Continued)
  Thai Farmers Bank Public Co., Ltd. - Foreign .............   THAI           205,700   $    562,861         0.2
    BANKS-REGIONAL
  SM Prime Holdings, Inc. ..................................   PHIL         2,860,800        505,326         0.2
    REAL ESTATE
  Yapi ve Kredi Bankasi AS .................................   TRKY        16,419,347        501,299         0.2
    BANKS-REGIONAL
  C.G. Smith Ltd. ..........................................   SAFR           109,100        476,320         0.2
    INVESTMENT MANAGEMENT
  Nedcor Ltd. ..............................................   SAFR            22,000        461,954         0.2
    BANKS-REGIONAL
  Bank Hapoalim Ltd. .......................................   ISRL           191,250        452,638         0.2
    BANKS-REGIONAL
  Metroplex Bhd. ...........................................   MAL          1,242,000        432,779         0.2
    REAL ESTATE
  JSC Kazkommertsbank Co. - GDR-/- {\/} ....................   KAZ             19,530        410,130         0.2
    BANKS-REGIONAL
  Muslim Commercial Bank Ltd.-/- ...........................   PAK            379,600        388,174         0.2
    BANKS-MONEY CENTER
  Bank Leumi Le - Israel ...................................   ISRL           242,645        372,565         0.2
    BANKS-REGIONAL
  Turkiye Garanti Bankasi AS ...............................   TRKY         6,533,800        338,410         0.1
    BANKS-REGIONAL
  Bank Slaski S.A. .........................................   POL              5,773        336,758         0.1
    BANKS-MONEY CENTER
  Belle Corp.-/- ...........................................   PHIL         3,542,000        322,917         0.1
    REAL ESTATE
  Ayala Land, Inc. "B" .....................................   PHIL           670,000        262,464         0.1
    REAL ESTATE
  Banco Santander Chile - ADR{\/} ..........................   CHLE            18,800        244,400         0.1
    BANKS-REGIONAL
  Land and House Public Co., Ltd. - Foreign ................   THAI           273,000        237,687         0.1
    REAL ESTATE
  Malaysian Assurance Alliance Bhd. ........................   MAL             79,100        142,565         0.1
    INSURANCE - MULTI-LINE
  Bangkok Bank Public Co., Ltd. - Foreign ..................   THAI            39,600        137,910         0.1
    BANKS-MONEY CENTER
  C & P Homes, Inc. ........................................   PHIL         1,487,000        112,266         0.1
    REAL ESTATE
  HDFC Bank Ltd. ...........................................   IND                500          1,118          --
    BANKS-MONEY CENTER
  Housing Development Finance Corp.-/- .....................   IND                  5            422          --
    OTHER FINANCIAL
                                                                                        ------------
                                                                                          36,368,209
                                                                                        ------------
Consumer Non-Durables (9.0%)
  South African Breweries Ltd. .............................   SAFR           158,112      4,207,554         1.7
    BEVERAGES - ALCOHOLIC
  Fomento Economico Mexicano, S.A. de C.V. "B" .............   MEX            530,710      3,749,927         1.5
    BEVERAGES - ALCOHOLIC
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F8
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                            COUNTRY       SHARES        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
Consumer Non-Durables (Continued)
  Gruma S.A. "B"-/- ........................................   MEX            678,283   $  2,664,393         1.1
    FOOD
  Eastern Tobacco Co.-/- ...................................   EGPT            99,245      2,488,422         1.0
    TOBACCO
  Companhia Cervejaria Brahma Preferred ....................   BRZL         3,909,129      2,446,752         1.0
    BEVERAGES - ALCOHOLIC
  C.G. Smith Foods Ltd. ....................................   SAFR           123,000      1,764,449         0.7
    FOOD
  A-Ahram Beverages Co. S.A.E. - 144A GDR{.} -/- {\/} ......   EGPT            48,235      1,326,463         0.5
    BEVERAGES - ALCOHOLIC
  Embotelladora Andina S.A. "B" - ADR{\/} ..................   CHLE            51,047      1,046,464         0.4
    BEVERAGES - NON-ALCOHOLIC
  San Miguel Corp. "B" .....................................   PHIL           877,800        987,838         0.4
    BEVERAGES - ALCOHOLIC
  Compania Cervecerias Unidas S.A. ADR{\/} .................   CHLE            30,046        732,371         0.3
    BEVERAGES - ALCOHOLIC
  Graboplast Rt. (Australian Certificates) .................   HGRY            10,319        556,323         0.2
    OTHER CONSUMER GOODS
  Kuala Lumpur Kepong Bhd. .................................   MAL            108,000        259,537         0.1
    OTHER CONSUMER GOODS
  Zaklady Piwowarskie w Zywcu S.A. (Zywiec) ................   POL              3,416        255,218         0.1
    BEVERAGES - ALCOHOLIC
  La Tondena Distillers, Inc. ..............................   PHIL           149,400         91,513          --
    BEVERAGES - ALCOHOLIC
                                                                                        ------------
                                                                                          22,577,224
                                                                                        ------------
Technology (3.7%)
  Asustek Computer Inc. - Reg. S GDR-/- {c} {\/} ...........   TWN            695,564      8,503,270         3.5
    COMPUTERS & PERIPHERALS
  Clal Electronics Industries Ltd. .........................   ISRL             2,159        312,828         0.1
    SEMICONDUCTORS
  LG Information & Communication ...........................   KOR              1,956        112,470         0.1
    TELECOM TECHNOLOGY
                                                                                        ------------
                                                                                           8,928,568
                                                                                        ------------
Capital Goods (2.5%)
  New World Infrastructure Ltd.-/- .........................   HK             929,000      1,838,771         0.8
    CONSTRUCTION
  Cheung Kong Infrastructure Holdings ......................   HK             586,000      1,516,171         0.6
    CONSTRUCTION
  United Engineers Ltd. ....................................   MAL            318,000        754,641         0.3
    CONSTRUCTION
  Irkutskenergo - ADR-/- {\/} ..............................   RUS             48,200        650,700         0.3
    ELECTRICAL PLANT/EQUIPMENT
  Daewoo Heavy Industries ..................................   KOR             86,000        501,667         0.2
    INDUSTRIAL COMPONENTS
  Elektrim Spolka Akcyjna S.A. .............................   POL             45,830        431,961         0.2
    ELECTRICAL PLANT/EQUIPMENT
  ECI Telecommunications Ltd.{\/} ..........................   ISRL             9,100        251,388         0.1
    TELECOM EQUIPMENT
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F9
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                            COUNTRY       SHARES        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
Capital Goods (Continued)
  Sungmi Telecom Electronics Co. ...........................   KOR                189   $      9,247          --
    TELECOM EQUIPMENT
  Gujarat Telephone Cables-/- ..............................   IND              6,200            853          --
    TELECOM EQUIPMENT
                                                                                        ------------
                                                                                           5,955,399
                                                                                        ------------
Consumer Durables (2.3%)
  Bajaj Auto Ltd. - GDR{\/} ................................   IND             81,000      1,441,800         0.6
    AUTO PARTS
  Arcelik AS ...............................................   TRKY         9,393,800      1,049,901         0.4
    APPLIANCES & HOUSEHOLD DURABLES
  Qingling Motors Co., Ltd.+X+ .............................   CHNA         1,475,000        963,616         0.4
    AUTOMOBILES
  Tata Engineering and Locomotive Co., Ltd. ................   IND            107,410        941,208         0.4
    AUTOMOBILES
  Samsung Electronics Co.: .................................   KOR                 --             --         0.3
    CONSUMER ELECTRONICS
    Common .................................................   --              14,801        586,279          --
    144A GDR{.} -/- {\/} ...................................   --               8,200        166,050          --
  PT Astra International, Inc. .............................   INDO           592,000        441,114         0.2
    AUTOMOBILES
                                                                                        ------------
                                                                                           5,589,968
                                                                                        ------------
Health Care (1.8%)
  Ranbaxy Laboratories Ltd. ................................   IND             75,000      1,460,918         0.6
    MEDICAL TECHNOLOGY & SUPPLIES
  Richter Gedeon Rt. - Reg S GDR{c} {\/} ...................   HGRY            14,046      1,306,278         0.5
    PHARMACEUTICALS
  Teva Pharmaceutical Industries Ltd. ......................   ISRL            16,640        774,717         0.3
    PHARMACEUTICALS
  Egypt International Pharmaceutical Industries Co.
   (EIPICO) ................................................   EGPT            10,000        723,529         0.3
    PHARMACEUTICALS
  PT Kalbe Farma ...........................................   INDO           524,000        321,114         0.1
    PHARMACEUTICALS
  Core Healthcare ..........................................   IND                 50             20          --
    PHARMACEUTICALS
                                                                                        ------------
                                                                                           4,586,576
                                                                                        ------------       -----
 
TOTAL EQUITY INVESTMENTS (cost $277,841,143) ...............                             243,493,543       100.2
                                                                                        ------------       -----
<CAPTION>
 
                                                                            NO. OF         VALUE         % OF NET
RIGHTS                                                        COUNTRY       RIGHTS        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
  PT Matahari Putra Prima Rights, expire 12/3/97 ...........   INDO                --        123,565         0.1
    RETAILERS-APPAREL
  Telecomunicacoes de Sao Paulo S.A. (TELESP) Rights, expire
   11/12/97 ................................................   BRZL                --            224          --
    TELEPHONE NETWORKS
                                                                                        ------------       -----
 
TOTAL RIGHTS (cost $0) .....................................                                 123,789         0.1
                                                                                        ------------       -----
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F10
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                            NO. OF         VALUE         % OF NET
WARRANTS                                                      COUNTRY      WARRANTS       (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
  Belle Corp. Warrants, expire 2002 (cost $0) ..............   PHIL           708,400   $        131          --
    OIL
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $277,841,143)  * ...................                             243,617,463       100.3
Other Assets and Liabilities ...............................                                (716,414)       (0.3)
                                                                                        ------------       -----
 
NET ASSETS .................................................                            $242,901,049       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
       {\/}  U.S. currency denominated.
        +X+  Denominated in Hong Kong Dollars.
        {.}  Security exempt from registration under Rule 144A of the Securities
             Act of 1933. These securities may be resold in transactions exempt
             from registration, normally to qualified institutional buyers.
        {c}  Security issued under Regulation S. Rule 144A and additional
             restrictions may apply in the resale of such securities.
          *  For Federal income tax purposes, cost is $279,135,649 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  17,948,897
                 Unrealized depreciation:           (53,467,083)
                                                  -------------
                 Net unrealized depreciation:     $ (35,518,186)
                                                  -------------
                                                  -------------
</TABLE>
 
    Abbreviations:
    ADR--American Depository Receipt
    GDR--Global Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F11
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
The Fund's Portfolio of Investments at October 31, 1997, was concentrated in the
following countries:
 
<TABLE>
<CAPTION>
                                               PERCENTAGE OF NET ASSETS {D}
                                        -------------------------------------------
                                                 FIXED INCOME,
                                                   RIGHTS &      SHORT-TERM
COUNTRY (COUNTRY CODE/CURRENCY CODE)    EQUITY     WARRANTS       & OTHER     TOTAL
- --------------------------------------  ------   -------------   ----------   -----
<S>                                     <C>      <C>             <C>          <C>
Argentina (ARG/ARS) ..................    1.8                                   1.8
Brazil (BRZL/BRL) ....................   12.3                                  12.3
Chile (CHLE/CLP) .....................    6.4                                   6.4
China (CHNA/RMB) .....................    0.6                                   0.6
Egypt (EGPT/EGP) .....................    9.0                                   9.0
Hong Kong (HK/HKD) ...................    3.0                                   3.0
Hungary (HGRY/HUF) ...................    1.6                                   1.6
India (IND/INR) ......................    5.4                                   5.4
Indonesia (INDO/IDR) .................    3.7         0.1                       3.8
Ireland (IRE/IEP) ....................    0.6                                   0.6
Israel (ISRL/ILS) ....................    1.6                                   1.6
Kazakhstan (KAZ/KTS) .................    0.2                                   0.2
Korea (KOR/KRW) ......................    1.6                                   1.6
Malaysia (MAL/MYR) ...................    2.3                                   2.3
Mexico (MEX/MXN) .....................   10.7                                  10.7
Pakistan (PAK/PKR) ...................    1.2                                   1.2
Panama (PAN/PND) .....................    0.6                                   0.6
Peru (PERU/PES) ......................    1.4                                   1.4
Philippines (PHIL/PHP) ...............    1.3                                   1.3
Poland (POL/PLZ) .....................    0.5                                   0.5
Portugal (PORT/PTE) ..................    1.2                                   1.2
Romania (ROM/ROL) ....................    0.3                                   0.3
Russia (RUS/SUR) .....................    4.0                                   4.0
South Africa (SAFR/ZAR) ..............   15.4                                  15.4
Sri Lanka (SLNKA/LKR) ................    0.4                                   0.4
Taiwan (TWN/TWD) .....................    3.5                                   3.5
Thailand (THAI/THB) ..................    1.8                                   1.8
Turkey (TRKY/TRL) ....................    2.7                                   2.7
United Kingdom (UK/GBP) ..............    0.9                                   0.9
United States (US/USD) ...............                              (0.3)      (0.3)
Venezuela (VENZ/VEB) .................    2.9                                   2.9
Zimbabwe (ZBBW/ZWD) ..................    1.3                                   1.3
                                        ------      -----          -----      -----
Total  ...............................  100.2         0.1           (0.3)     100.0
                                        ------      -----          -----      -----
                                        ------      -----          -----      -----
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $242,901,049.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F12
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                              STATEMENT OF ASSETS
                                 AND LIABILITIES
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                               <C>         <C>
Assets:
  Investments in securities, at value (cost $277,841,143) (Note 1)..........................  $243,617,463
  U.S. currency.................................................................  $  136,655
  Foreign currencies (cost $10,678,505).........................................  10,060,667   10,197,322
                                                                                  ----------
  Receivable for securities sold............................................................    7,396,760
  Receivable for Fund shares sold...........................................................    1,950,008
  Dividends receivable......................................................................      337,748
                                                                                              -----------
    Total assets............................................................................  263,499,301
                                                                                              -----------
Liabilities:
  Payable for securities purchased..........................................................   12,193,150
  Payable for loan outstanding (Note 1).....................................................    6,184,000
  Payable for Fund shares repurchased.......................................................    1,396,848
  Payable for investment management and administration fees (Note 2)........................      246,040
  Payable for service and distribution expenses (Note 2)....................................      199,887
  Payable for printing and postage expenses.................................................      140,103
  Payable for transfer agent fees (Note 2)..................................................      104,492
  Payable for custodian fees (Note 1).......................................................       43,774
  Payable for professional fees.............................................................       42,768
  Payable for registration and filing fees..................................................       23,221
  Payable for fund accounting fees (Note 2).................................................        6,498
  Payable for Directors' fees and expenses (Note 2).........................................        4,348
  Other accrued expenses....................................................................       13,123
                                                                                              -----------
    Total liabilities.......................................................................   20,598,252
                                                                                              -----------
Net assets..................................................................................  $242,901,049
                                                                                              -----------
                                                                                              -----------
Class A:
Net asset value and redemption price per share ($113,318,585 DIVIDED BY 9,291,855 shares
 outstanding)...............................................................................  $     12.20
                                                                                              -----------
                                                                                              -----------
Maximum offering price per share (100/95.25 of $12.20) *....................................  $     12.81
                                                                                              -----------
                                                                                              -----------
Class B:+
Net asset value and offering price per share ($127,658,086 DIVIDED BY 10,694,937 shares
 outstanding)...............................................................................  $     11.94
                                                                                              -----------
                                                                                              -----------
Advisor Class:
Net asset value, offering price per share, and redemption price per share ($1,924,378
 DIVIDED BY 156,831 shares outstanding).....................................................  $     12.27
                                                                                              -----------
                                                                                              -----------
Net assets consist of:
  Paid in capital (Note 4)..................................................................  $289,238,339
  Accumulated net realized loss on investments and foreign currency transactions............  (11,492,948)
  Net unrealized depreciation on translation of assets and liabilities in foreign
   currencies...............................................................................     (620,662)
  Net unrealized depreciation of investments................................................  (34,223,680)
                                                                                              -----------
Total -- representing net assets applicable to capital shares outstanding...................  $242,901,049
                                                                                              -----------
                                                                                              -----------
<FN>
- --------------
   * On sales of $50,000 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.
 
                                      F13
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                            STATEMENT OF OPERATIONS
 
                          Year ended October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                              <C>          <C>
Investment income: (Note 1)
  Dividend income (net of foreign withholding tax of $260,697)..............................  $ 7,205,935
  Interest income...........................................................................    1,168,490
                                                                                              -----------
    Total investment income.................................................................    8,374,425
                                                                                              -----------
Expenses:
  Investment management and administration fees (Note 2)....................................    3,907,922
  Service and distribution expenses: (Note 2)
    Class A....................................................................  $   977,082
    Class B....................................................................    2,022,092    2,999,174
                                                                                 -----------
  Transfer agent fees (Note 2)..............................................................    1,516,844
  Custodian fees (Note 1)...................................................................      349,533
  Printing and postage expenses.............................................................      237,674
  Registration and filing fees..............................................................      113,378
  Fund accounting fees (Note 2).............................................................      103,144
  Audit fees................................................................................       72,348
  Legal fees................................................................................       35,687
  Amortization of organization costs (Note 1)...............................................       16,342
  Directors' fees and expenses (Note 2).....................................................       13,636
  Other expenses (Note 1)...................................................................      385,661
                                                                                              -----------
    Total expenses before reductions........................................................    9,751,343
                                                                                              -----------
      Expense reductions (Notes 1 & 5)......................................................     (326,286)
                                                                                              -----------
    Total net expenses......................................................................    9,425,057
                                                                                              -----------
Net investment loss.........................................................................   (1,050,632)
                                                                                              -----------
Net realized and unrealized gain (loss) on investments and foreign currencies:
  (Note 1)
  Net realized gain on investments.............................................   29,128,765
  Net realized loss on foreign currency transactions...........................   (3,014,870)
                                                                                 -----------
    Net realized gain during the year.......................................................   26,113,895
  Net change in unrealized depreciation on translation of assets and
   liabilities in foreign currencies...........................................     (282,179)
  Net change in unrealized depreciation of investments.........................  (52,070,476)
                                                                                 -----------
    Net unrealized depreciation during the year.............................................  (52,352,655)
                                                                                              -----------
Net realized and unrealized loss on investments and foreign currencies......................  (26,238,760)
                                                                                              -----------
Net decrease in net assets resulting from operations........................................  $(27,289,392)
                                                                                              -----------
                                                                                              -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F14
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                      STATEMENTS OF CHANGES IN NET ASSETS
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                               YEAR ENDED      YEAR ENDED
                                                                              OCTOBER 31,     OCTOBER 31,
                                                                                  1997            1996
                                                                             --------------  --------------
<S>                                                                          <C>             <C>
Decrease in net assets
Operations:
  Net investment income (loss).............................................  $   (1,050,632) $    2,628,437
  Net realized gain (loss) on investments and foreign currency
   transactions............................................................      26,113,895      (5,528,958)
  Net change in unrealized appreciation (depreciation) on translation of
   assets and liabilities in foreign currencies............................        (282,179)         31,246
  Net change in unrealized appreciation (depreciation) of investments......     (52,070,476)     22,530,391
                                                                             --------------  --------------
    Net increase (decrease) in net assets resulting from operations........     (27,289,392)     19,661,116
                                                                             --------------  --------------
Class A:
Distributions to shareholders: (Note 1)
  From net investment income...............................................         (37,319)             --
  In excess of net investment income.......................................        (104,807)             --
Advisor Class:
Distributions to shareholders: (Note 1)
  From net investment income...............................................          (4,161)             --
  In excess of net investment income.......................................         (11,686)             --
                                                                             --------------  --------------
    Total distributions....................................................        (157,973)             --
                                                                             --------------  --------------
Capital share transactions: (Note 4)
  Increase from capital shares sold and reinvested.........................   1,140,272,411   1,443,673,824
  Decrease from capital shares repurchased.................................  (1,314,030,266) (1,499,221,358)
                                                                             --------------  --------------
    Net decrease from capital share transactions...........................    (173,757,855)    (55,547,534)
                                                                             --------------  --------------
Total decrease in net assets...............................................    (201,205,220)    (35,886,418)
Net assets:
  Beginning of year........................................................     444,106,269     479,992,687
                                                                             --------------  --------------
  End of year *............................................................  $  242,901,049  $  444,106,269
                                                                             --------------  --------------
                                                                             --------------  --------------
  * Includes undistributed net investment income of........................  $           --  $       41,480
                                                                             --------------  --------------
                                                                             --------------  --------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F15
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each 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 OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (D)    1996 (D)    1995 (D)      1994        1993
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   14.26   $   13.85   $   18.81   $   14.42   $   11.10
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income (loss)..........         --        0.11        0.13       (0.02)       0.02*
  Net realized and unrealized gain
   (loss) on investments................      (2.05)       0.30       (4.32)       4.68        3.38
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............      (2.05)       0.41       (4.19)       4.66        3.40
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............         --          --          --       (0.01)      (0.08)
  From net realized gain on
   investments..........................         --          --       (0.77)      (0.26)         --
  In excess of net investment income....      (0.01)         --          --          --          --
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (0.01)         --       (0.77)      (0.27)      (0.08)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $   12.20   $   14.26   $   13.85   $   18.81   $   14.42
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............     (14.45)%      2.96%     (23.04)%     32.58%      30.90%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 113,319   $ 224,964   $ 252,457   $ 417,322   $ 187,808
Ratio of net investment income (loss) to
 average net assets.....................      (0.01)%      0.76%       0.89%      (0.11)%       0.1%*
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................       2.10%       1.96%       2.12%       2.06%        2.4%*
  Without expense reductions............       2.18%       2.08%       2.14%        N/A         N/A
Portfolio turnover rate++++.............        150%        104%        114%        100%         99%
Average commission rate per share paid
 on portfolio transactions++++..........  $  0.0015   $  0.0040         N/A         N/A         N/A
</TABLE>
 
- ----------------
 
  +  All capital shares issued and outstanding as of March 31, 1993, were
     reclassified as Class A shares.
 ++  Commencing April 1, 1993, the Fund began offering Class B shares.
+++  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
++++ Portfolio turnover rate and average commission rate are calculated on
     the basis of the Fund as a whole without distinguishing between the
     classes of shares issued.
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  *  Includes reimbursement by Chancellor LGT Asset Management, Inc. of
     Fund operating expenses of $0.02 for the year ended October 31, 1993.
     Without such reimbursements, the expense ratios would have been 2.61%
     and the ratio of net investment income to average net assets would
     have been 0.36% (See Note 2).
 * * Includes reimbursement by Chancellor LGT Asset Management, Inc. of
     Fund operating expenses of $0.02. Without such reimbursements, the
     expense ratio would have been 3.63% and the ratio of net investment
     income to average net assets would have been (0.76%) (see Note 2).
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F16
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
<TABLE>
<CAPTION>
                                                                   CLASS B++
                                          -----------------------------------------------------------
                                                                                           APRIL 1,
                                                                                             1993
                                                      YEAR ENDED OCTOBER 31,                  TO
                                          ----------------------------------------------  OCTOBER 31,
                                           1997 (D)    1996 (D)    1995 (D)      1994        1993
                                          ----------  ----------  ----------  ----------  -----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   14.02   $   13.68   $   18.68   $   14.39    $   11.47
                                          ----------  ----------  ----------  ----------  -----------
Income from investment operations:
  Net investment income (loss)..........      (0.08)       0.04        0.06       (0.12)        0.00**
  Net realized and unrealized gain
   (loss) on investments................      (2.00)       0.30       (4.29)       4.67         2.92
                                          ----------  ----------  ----------  ----------  -----------
    Net increase (decrease) from
     investment operations..............      (2.08)       0.34       (4.23)       4.55         2.92
                                          ----------  ----------  ----------  ----------  -----------
Distributions to shareholders:
  From net investment income............         --          --          --          --           --
  From net realized gain on
   investments..........................         --          --       (0.77)      (0.26)          --
  In excess of net investment income....         --          --          --          --           --
                                          ----------  ----------  ----------  ----------  -----------
    Total distributions.................         --          --       (0.77)      (0.26)          --
                                          ----------  ----------  ----------  ----------  -----------
Net asset value, end of period..........  $   11.94   $   14.02   $   13.68   $   18.68    $   14.39
                                          ----------  ----------  ----------  ----------  -----------
                                          ----------  ----------  ----------  ----------  -----------
 
Total investment return (c).............     (14.91)%      2.49%     (23.37)%     31.77%        25.5%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 127,658   $ 216,004   $ 225,861   $ 291,289    $  32,318
Ratio of net investment income (loss) to
 average net assets.....................      (0.51)%      0.26%       0.39%      (0.61)%       (0.4)%**(a)
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................       2.60%       2.46%       2.62%       2.56%         2.9%**(a)
  Without expense reductions............       2.68%       2.58%       2.64%        N/A          N/A
Portfolio turnover rate++++.............        150%        104%        114%        100%          99%
Average commission rate per share paid
 on portfolio transactions++++..........  $  0.0015   $  0.0040         N/A         N/A          N/A
 
<CAPTION>
 
                                                      ADVISOR CLASS+++
                                          ----------------------------------------
                                             YEAR                    JUNE 1, 1995
                                             ENDED      YEAR ENDED        TO
                                          OCTOBER 31,   OCTOBER 31,   OCTOBER 31,
                                           1997 (D)      1996 (D)        1995
                                          -----------   -----------  -------------
<S>                                       <C>           <C>          <C>
Per Share Operating Performance:
Net asset value, beginning of period....   $ 14.38       $   13.88     $   14.71
                                          -----------   -----------  -------------
Income from investment operations:
  Net investment income (loss)..........      0.05            0.18          0.08
  Net realized and unrealized gain
   (loss) on investments................     (2.05)           0.32         (0.91)
                                          -----------   -----------  -------------
    Net increase (decrease) from
     investment operations..............     (2.00)           0.50         (0.83)
                                          -----------   -----------  -------------
Distributions to shareholders:
  From net investment income............     (0.03)             --            --
  From net realized gain on
   investments..........................        --              --            --
  In excess of net investment income....     (0.08)             --            --
                                          -----------   -----------  -------------
    Total distributions.................     (0.11)             --            --
                                          -----------   -----------  -------------
Net asset value, end of period..........   $ 12.27       $   14.38     $   13.88
                                          -----------   -----------  -------------
                                          -----------   -----------  -------------
Total investment return (c).............    (14.05)%          3.60%        (5.71)%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....   $ 1,924       $   3,139     $   1,675
Ratio of net investment income (loss) to
 average net assets.....................      0.49%           1.26%         1.39%(a)
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................      1.60%           1.46%         1.62%(a)
  Without expense reductions............      1.68%           1.58%         1.64%(a)
Portfolio turnover rate++++.............       150%            104%          114%
Average commission rate per share paid
 on portfolio transactions++++..........   $0.0015       $  0.0040           N/A
</TABLE>
 
- ----------------
 
  +  All capital shares issued and outstanding as of March 31, 1993, were
     reclassified as Class A shares.
 ++  Commencing April 1, 1993, the Fund began offering Class B shares.
+++  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
++++ Portfolio turnover rate and average commission rate are calculated on
     the basis of the Fund as a whole without distinguishing between the
     classes of shares issued.
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  *  Includes reimbursement by Chancellor LGT Asset Management, Inc. of
     Fund operating expenses of $0.02 for the year ended October 31, 1993.
     Without such reimbursements, the expense ratios would have been 2.61%
     and the ratio of net investment income to average net assets would
     have been 0.36% (See Note 2).
 * * Includes reimbursement by Chancellor LGT Asset Management, Inc. of
     Fund operating expenses of $0.02. Without such reimbursements, the
     expense ratio would have been 3.63% and the ratio of net investment
     income to average net assets would have been (0.76%) (see Note 2).
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F17
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                                    NOTES TO
                              FINANCIAL STATEMENTS
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
1. SIGNIFICANT ACCOUNTING POLICIES
GT Global Emerging Markets Fund ("Fund") is a separate series of G.T. Investment
Funds, Inc. ("Company"). The Company is organized as a Maryland corporation and
is registered under the Investment Company Act of 1940, as amended ("1940 Act"),
as a diversified, open-end management investment company. The Company has
thirteen 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 service and 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 Funds in the preparation of the
financial statements.
 
(A) PORTFOLIO VALUATION
The Fund calculates the net asset value of 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 in 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 Chancellor LGT Asset
Management, Inc. (the "Manager") to be the primary market.
 
Fixed income investments are valued at the mean of representative quoted bid and
ask prices for such investments or, if such prices are not available, at prices
for investments of comparative maturity, quality and type; however, when GT
Capital deems it appropriate, prices obtained for the day of valuation from a
bond pricing service will be used. Short-term investments are valued at
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
Company's Board of Directors.
 
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 Company's Board of Directors.
 
(B) FOREIGN CURRENCY TRANSLATION
The accounting records are maintained in U.S. dollars. The market values of
foreign securities, currency holdings, and 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 fluctuations
arising from changes in market prices of securities held. Such fluctuations are
included with the net realized and unrealized gain or loss from investments.
 
Reported net realized foreign exchange gains or 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 difference 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 year
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
 
                                      F18
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
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 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 counterparty is unable to meet the terms of the contract or
if the value of the currency changes unfavorably. The Fund may enter into
Forwards 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
marked-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 an over-the-counter option, is valued at the average
of the last bid prices obtained from brokers. 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 securities
and, for a put, requires the Fund to set aside cash, U.S. government securities,
or other liquid, high grade debt 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 would realize a loss in the amount of the cost of the
option. If the Fund enters into a closing sale transaction, the Fund would
realize 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 than 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 October 31, 1997, stocks with an aggregate value of approximately $17,629,705
were on loan to brokers. The loans were secured by cash collateral of
$18,687,600 received by the Fund. 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 the 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 each loan. For
the year ended October 31, 1997, the Fund received fees of $186,729 which were
used to reduce the Fund's custodian and administrative expenses.
 
                                      F19
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
(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 Federal taxes on income, capital
gains, or unrealized appreciation of securities held, and excise tax on income
and capital gains. The Fund currently has a capital loss carryforward of
$10,198,442, of which $5,776,568 expires in 2003 and $4,421,874 expires in 2004.
 
(J) DISTRIBUTIONS TO SHAREHOLDERS
Distributions 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) DEFERRED ORGANIZATIONAL EXPENSES
Expenses incurred by the Fund in connection with its organization, its initial
registration with the Securities and Exchange Commission and with various states
and the initial public offering of its shares aggregated $150,006. These
expenses were being amortized on a straightline basis over a five-year period.
 
(L) 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.
 
(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) 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.
 
(O) LINE OF CREDIT
The Fund, along with certain other funds ("GT Funds") advised or administered by
the Manager, has a line of credit with each of BankBoston and State Street Bank
& Trust Company. The arrangements with the banks allow the Fund and the GT Funds
to borrow an aggregate maximum amount of $200,000,000. The Fund is limited to
borrowing up to 33 1/3% of the value of each Fund's total assets. On October 31,
1997, the Fund had $6,184,000 in loans outstanding.
 
For the year ended October 31, 1997, the weighted average outstanding daily
balance of bank loans (based on the number of days the loans were outstanding)
for the Fund was $9,375,490 with a weighted average interest rate of 6.37%.
Interest expense for the Fund for the year ended October 31, 1997 was $165,714,
included in "Other Expenses" on the Statement of Operations.
 
2. RELATED PARTIES
Chancellor LGT Asset Management, Inc. is the Fund's investment manager and
administrator. Fund pays investment management and administration fees to the
Manager at the annualized rate of 0.975% on the first $500 million of 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.
 
GT Global, Inc. ("GT Global"), an affiliate of the Manager, serves as the Fund's
distributor. The Fund offers Class A, Class B, and Advisor Class shares for
purchase.
 
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. GT Global 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 October 31, 1997, GT Global retained $39,500
of such sales charges. Purchases of Class A shares exceeding $500,000 may be
subject to a contingent deferred sales charge ("CDSC") upon redemption, in
accordance with the Fund's current prospectus. GT Global collected CDSCs in the
amount of $13,158 for the year ended October 31, 1997. GT Global 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, GT Global, 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. For the year ended October 31, 1997, GT Global collected CDSCs in
the amount of $1,581,636. In addition, GT Global makes ongoing shareholder
servicing and trail commission payments to dealers whose clients hold Class B
shares.
 
Pursuant to Rule 12b-1 under the 1940 Act, the Company's Board of Directors has
adopted separate distribution plans with respect to the Fund's Class A shares
("Class A Plan") and Class B shares ("Class B Plan"), pursuant to which the Fund
reimburses GT Global for a portion of its shareholder servicing and distribution
expenses. Under the Class A Plan, the Fund may 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 may pay GT
 
                                      F20
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
Global a distribution fee at the annualized rate of up to 0.50% 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 GT Global's expenditures incurred in
providing services as distributor. All expenses for which GT Global is
reimbursed under the Class A Plan will have been incurred within one year of
such reimbursement.
 
Pursuant to the Fund's Class B Plan, the Fund may 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 GT Global's expenditures incurred in servicing and
maintaining shareholder accounts, and may 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 may be carried forward for reimbursement in subsequent years as long as
that Plan continues in effect.
 
The Manager and GT Global voluntarily have undertaken to limit the Fund's
expenses (exclusive of brokerage commissions, taxes, interest, and extraordinary
expenses) to the maximum annual rate of 2.40% 2.90%, and 1.90% 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 GT Global
of payments under the Class A Plan and/or Class B Plan and/ or reimbursements by
the Manager or GT Global of portions of the Fund's other operating expenses.
 
Effective November 1, 1997, the Manager and GT Global have undertaken to limit
each Fund's expenses (exclusive of brokerage commissions, taxes, interest, and
extraordinary expenses) to the annual rate of 2.00%, 2.50% and 1.50% of the
average daily net assets of the Fund's Class A, Class B and Advisor Class
shares, respectively. This undertaking may be changed or eliminated in the
future.
 
GT Global Investor Services, Inc. ("GT Services"), an affiliate of the Manager
and LGT and GT Global, is the transfer agent of the Fund. For performing
shareholder servicing, reporting, and general transfer agent services, GT
Services receives 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 per exchange fee of $2.25. GT Services also is
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 by
applying 0.03% to the first $5 billion of assets of all registered mutual funds
advised by the Manager and 0.02% to the assets in excess of $5 billion and
allocating the result according to the Fund's average daily net assets.
 
The Company pays each of its Directors who is not an employee, officer or
director of the Manager, GT Global or GT Services $5,000 per year plus $300 for
each meeting of the board or any committee thereof attended by the Director.
 
3. PURCHASES AND SALES OF SECURITIES
For the period then ended October 31, 1997, purchases and sales of investment
securities by the Fund, other than short-term investments, aggregated
$551,048,488 and $663,636,335 respectively. There were no purchases or sales of
U.S. government obligations by the Fund for the year ended October 31, 1997.
 
4. CAPITAL SHARES
At October 31, 1997, there were 6,000,000,000 shares of the Company's common
stock authorized, at $0.0001 par value. Of this amount, 200,000,000 were
classified as shares of the Fund; 400,000,000 were classified as shares of GT
Global Government Income Fund; 200,000,000 were classified as shares of GT
Global Developing Markets Fund; 200,000,000 were classified as shares of GT
Global Health Care Fund; 200,000,000 were classified as shares of GT Global
Strategic Income Fund; 200,000,000 were classified as shares of GT Global
Emerging Markets Fund; 200,000,000 were classified as shares of GT Global
Currency Fund (inactive); 200,000,000 were classified as shares of GT Global
Growth & Income Fund; 200,000,000 were classified as shares of GT Global Small
Companies Fund (inactive); 200,000,000 were classified as shares of GT Global
Latin America Growth Fund; 400,000,000 were classified as shares of GT Global
Telecommunications Fund; 200,000,000 were classified as shares of GT Global High
Income Fund; 200,000,000 were classified as shares of GT Global Financial
Services Fund; 200,000,000 were classified as shares of GT Global Natural
Resources Fund; 200,000,000 were classified as shares of GT Global
Infrastructure Fund; and 200,000,000 were classified as shares of GT Global
Consumer Products and Services Fund. The shares of each of the foregoing series
of the Company were divided equally into two classes, designated Class A and
Class B common stock. With respect to the issuance of Advisor Class shares,
100,000,000 shares were classified as shares of each of the fifteen series of
the Company and designated as Advisor Class common stock. 1,100,000,000 shares
remain unclassified. Transactions in capital shares of the Fund were as follows:
 
                                      F21
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                           CAPITAL SHARE TRANSACTIONS
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                               OCTOBER 31, 1997            OCTOBER 31, 1996
                                          --------------------------  --------------------------
CLASS A                                     SHARES        AMOUNT        SHARES        AMOUNT
- ----------------------------------------  -----------  -------------  -----------  -------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................   57,294,454  $ 859,844,827   75,574,030  $1,106,260,084
Shares issued in connection with
  reinvestment of distributions.........        8,654        123,333           --             --
                                          -----------  -------------  -----------  -------------
                                           57,303,108    859,968,160   75,574,030  1,106,260,084
Shares repurchased......................  (63,783,507)  (962,241,730) (78,034,654) (1,146,692,253)
                                          -----------  -------------  -----------  -------------
Net decrease............................   (6,480,399) $(102,273,570)  (2,460,624) $ (40,432,169)
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                               OCTOBER 31, 1997            OCTOBER 31, 1996
                                          --------------------------  --------------------------
CLASS B                                     SHARES        AMOUNT        SHARES        AMOUNT
- ----------------------------------------  -----------  -------------  -----------  -------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................   16,394,355  $ 245,887,976   22,439,885  $ 323,192,109
Shares repurchased......................  (21,109,926)  (316,251,415) (23,539,619)  (339,644,019)
                                          -----------  -------------  -----------  -------------
Net decrease............................   (4,715,571) $ (70,363,439)  (1,099,734) $ (16,451,910)
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                               OCTOBER 31, 1997            OCTOBER 31, 1996
                                          --------------------------  --------------------------
ADVISOR CLASS                               SHARES        AMOUNT        SHARES        AMOUNT
- ----------------------------------------  -----------  -------------  -----------  -------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    2,213,447  $  34,400,471      966,362  $  14,221,631
Shares issued in connection with
  reinvestment of distributions.........        1,106         15,804           --             --
                                          -----------  -------------  -----------  -------------
                                            2,214,553     34,416,275      966,362     14,221,631
Shares repurchased......................   (2,275,943)   (35,537,121)    (868,859)   (12,885,086)
                                          -----------  -------------  -----------  -------------
Net increase (decrease).................      (61,390) $  (1,120,846)      97,503  $   1,336,545
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
5. EXPENSE REDUCTIONS
The Manager has directed certain portfolio trades to brokers who paid a portion
of the Fund's expenses. For the year ended October 31, 1997, the Fund's expenses
were reduced by $139,557 under these arrangements.
 
6. HOLDINGS OF 5% VOTING SECURITIES OF PORTFOLIO COMPANIES
Investments of 5% or more of an issuer's outstanding voting securities by the
Fund are defined in the Investment Company Act of 1940 as an affiliated company.
There were no investments in affiliated companies at October 31, 1997.
 
Transactions during the period with companies that are or were affiliates are as
follows:
 
<TABLE>
<CAPTION>
                                                                                                                  NET
                                                                                            PURCHASES  SALES    REALIZED  DIVIDEND
                                                                                              COST    PROCEEDS    GAIN     INCOME
                                                                                            --------  --------  --------  --------
<S>                                                                                         <C>       <C>       <C>       <C>
Sun Brewing Ltd. - 144A GDR...............................................................        --        --        --        --
</TABLE>
 
                                      F22
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
                           AIM EMERGING MARKETS FUND
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW,  INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF  INVESTING IN RELATED INDUSTRIES, PLEASE  CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers  access  to the  emerging  and established  markets  of the  Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
[LOGO]NO DEALER, SALES REPRESENTATIVE OR  OTHER PERSON HAS BEEN AUTHORIZED  TO
  GIVE  ANY INFORMATION  OR TO MAKE  ANY REPRESENTATION NOT  CONTAINED IN THIS
  STATEMENT OF ADDITIONAL INFORMATION AND, IF GIVEN OR MADE, SUCH  INFORMATION
  OR  REPRESENTATION MUST NOT BE RELIED UPON  AS HAVING BEEN AUTHORIZED BY AIM
  EMERGING MARKETS FUND,  AIM INVESTMENT FUNDS,  INC., A I  M ADVISORS,  INC.,
  INVESCO  (NY), INC. OR A I M DISTRIBUTORS, INC. THIS STATEMENT OF ADDITIONAL
  INFORMATION DOES NOT  CONSTITUTE AN  OFFER TO  SELL OR  SOLICITATION OF  ANY
  OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
  PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
    
                                                                   EMESA703   MC
<PAGE>
   
                          AIM DEVELOPING MARKETS FUND
    
 
   
                        50 California Street, 27th Floor
                            San Francisco, CA 94111
                                 (415) 392-6181
                           Toll Free: (800) 824-1580
                      Statement of Additional Information
                                  June 1, 1998
    
 
- --------------------------------------------------------------------------------
 
   
This  Statement of  Additional Information  relates to the  Class A  and Class B
shares  of  AIM   Developing  Markets  Fund   (the  "Fund").  The   Fund  is   a
non-diversified  series  of  AIM  Investment  Funds,  Inc.  (the  "Company"),  a
registered open-end  management investment  company. On  October 31,  1997,  the
Fund,  which had no previous operating  history, acquired the assets and assumed
the liabilities of G.T. Global  Developing Markets Fund, Inc. (the  "Predecessor
Fund"),   a  closed-end   investment  company.  This   Statement  of  Additional
Information, which  is not  a  prospectus, supplements  and  should be  read  in
conjunction with the Fund's current Class A and Class B Prospectus dated June 1,
1998,  a  copy of  which is  available without  charge by  writing to  the above
address or by calling the Fund at the toll-free telephone number listed above.
    
 
   
A  I  M  Advisors,  Inc.  ("AIM")  serves  as  the  investment  manager  of  and
administrator  for, and  INVESCO (NY),  Inc. (the  "Sub-adviser") serves  as the
investment sub-adviser and  sub-administrator for the  Fund. The distributor  of
the  Fund's shares is A I M  Distributors, Inc. ("AIM Distributors"). The Fund's
transfer agent  is GT  Global  Investor Services,  Inc.  ("GT Services"  or  the
"Transfer Agent").
    
 
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                                                           Page No.
                                                                                                                           --------
<S>                                                                                                                        <C>
Investment Objectives and Policies.......................................................................................      2
Options, Futures and Currency Strategies.................................................................................      7
Risk Factors.............................................................................................................     15
Investment Limitations...................................................................................................     21
Execution of Portfolio Transactions......................................................................................     23
Directors and Executive Officers.........................................................................................     25
Management...............................................................................................................     28
Valuation of Fund Shares.................................................................................................     30
Information Relating to Sales and Redemptions............................................................................     31
Taxes....................................................................................................................     35
Additional Information...................................................................................................     38
Investment Results.......................................................................................................     39
Description of Debt Ratings..............................................................................................     44
Financial Statements.....................................................................................................     46
</TABLE>
    
 
                                     [LOGO]
 
                   Statement of Additional Information Page 1
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                           INVESTMENT OBJECTIVES AND
                                    POLICIES
 
- --------------------------------------------------------------------------------
 
INVESTMENT OBJECTIVES
The  primary investment objective of the Fund is long-term capital appreciation.
Its secondary  investment objective  is income,  to the  extent consistent  with
seeking capital appreciation. The Fund normally invests substantially all of its
assets  in issuers  in the developing  (or "emerging") markets  of Asia, Europe,
Latin America and elsewhere. The Fund does not consider the following  countries
to  be emerging markets: Australia,  Austria, Belgium, Canada, Denmark, England,
Finland, France, Germany, Ireland, Italy,  Japan, the Netherlands, New  Zealand,
Norway,  Spain, Sweden, Switzerland and the  United States. In determining which
countries constitute  emerging markets,  the  Sub-adviser will  consider,  among
other  things,  data, analysis,  and  classification of  countries  published or
disseminated by  the  International  Bank  for  Reconstruction  and  Development
(commonly  known as  the World Bank)  and the  International Finance Corporation
("IFC").
 
SELECTION OF EQUITY INVESTMENTS
For investment  purposes, an  issuer is  typically considered  as located  in  a
particular  country  if it  (a) is  incorporated under  the laws  of or  has its
principal office in that country, or (b) it normally derives 50% or more of  its
total  revenue from  business in that  country. However, these  are not absolute
requirements, and certain  companies incorporated  in a  particular country  and
considered by the Sub-adviser to be located in that country may have substantial
off-shore  operations or subsidiaries and/or export  sales exceeding in size the
assets or sales in that country.
 
In  determining  the  appropriate  distribution  of  investments  among  various
countries  and  geographic  regions  for the  Fund,  the  Sub-adviser ordinarily
considers the following  factors: prospects for  relative economic growth  among
the  different  countries  in which  the  Fund  may invest;  expected  levels of
inflation; government policies influencing business conditions; the outlook  for
currency relationships; and the range of the individual investment opportunities
available to international investors.
 
In  analyzing  companies in  emerging markets  for investment  by the  Fund, the
Sub-adviser ordinarily looks for one  or more of the following  characteristics:
an  above-average earnings  growth per share;  high return  on invested capital;
healthy balance  sheet;  sound financial  and  accounting policies  and  overall
financial  strength;  strong  competitive  advantages;  effective  research  and
product development  and  marketing;  efficient  service;  pricing  flexibility;
strength  of management; and general operating characteristics which will enable
the companies  to  compete successfully  in  their respective  marketplaces.  In
certain countries, governmental restrictions and other limitations on investment
may  affect the maximum percentage of equity ownership in any one company by the
Fund. In addition, in some instances  only special classes of securities may  be
purchased by foreigners and the market prices, liquidity and rights with respect
to those securities may vary from shares owned by nationals.
 
Although  the Fund values  its assets daily  in terms of  U.S. dollars, the Fund
does not intend to convert its holdings of foreign currencies into U.S.  dollars
on a daily basis. The Fund will do so from time to time, and investors should be
aware  of the costs of currency conversion. Although foreign exchange dealers do
not charge  a  fee  for conversion,  they  do  realize a  profit  based  on  the
difference  ("spread") between the  prices at which they  are buying and selling
various currencies. Thus, a dealer may offer  to sell a foreign currency to  the
Fund  at one  rate, while  offering a  lesser rate  of exchange  should the Fund
desire to sell that currency to the dealer.
 
The Fund may be prohibited under the Investment Company Act of 1940, as  amended
("1940 Act"), from purchasing the securities of any foreign company that, in its
most  recent  fiscal year,  derived more  than  15% of  its gross  revenues from
securities-related activities ("securities-related companies").  In a number  of
countries,   commercial  banks  act  as  securities  broker/dealers,  investment
advisers and underwriters or otherwise engage in securities-related  activities,
which  may limit the Fund's ability to hold securities issued by such banks. The
Fund has  obtained an  exemption  from the  Securities and  Exchange  Commission
("SEC") to permit it to invest in certain of these securities subject to certain
restrictions.
 
INVESTMENTS IN OTHER INVESTMENT COMPANIES
The  Fund  may  invest  in the  securities  of  investment  companies (including
investment vehicles or companies  advised by the  Sub-adviser or its  affiliates
("Affiliated  Funds"))  within the  limits of  the  1940 Act.  These limitations
currently provide
 
                   Statement of Additional Information Page 2
<PAGE>
                          AIM DEVELOPING MARKETS FUND
that, in  general, the  Fund  may purchase  shares  of a  closed-end  investment
company  unless (a) such a purchase would cause the Fund to own in the aggregate
more than 3  percent of  the total outstanding  voting stock  of the  investment
company  or (b) such a purchase would cause the Fund to have more than 5 percent
of its total assets invested in the  investment company or more than 10  percent
of  its total assets invested in an  aggregate of all such investment companies.
Investment in  such  investment  companies  may  also  involve  the  payment  of
substantial  premiums above the  value of such  companies' portfolio securities.
The Fund does not intend to invest  in such investment companies unless, in  the
judgment  of the Sub-adviser, the potential benefits of such investments justify
the payment of any  applicable premiums. The return  on such securities will  be
reduced  by  operating  expenses of  such  companies including  payments  to the
investment managers of those investment  companies. With respect to  investments
in  Affiliated Funds, the Sub-adviser waives its advisory fee to the extent that
such fees are based on assets of the Fund invested in Affiliated Funds.
 
DEPOSITORY RECEIPTS
The Fund may hold equity securities of  foreign issuers in the form of  American
Depository  Receipts  ("ADRs"),  American  Depository  Shares  ("ADSs"),  Global
Depository Receipts ("GDRs") and European Depository Receipts ("EDRs"), or other
securities convertible into securities of eligible issuers. These securities may
not necessarily be denominated in the same currency as the securities for  which
they may be exchanged. ADRs and ADSs typically are issued by an American bank or
trust  company  and  evidence ownership  of  underlying securities  issued  by a
foreign corporation.  EDRs,  which  are sometimes  referred  to  as  Continental
Depository  Receipts ("CDRs"), are  issued in Europe  typically by foreign banks
and trust  companies  and  evidence  ownership of  either  foreign  or  domestic
securities.  GDRs  are similar  to  EDRs and  are  designed for  use  in several
international financial markets. Generally, ADRs and ADSs in registered form are
designed for use in United States securities markets and EDRs in bearer form are
designed for use  in European  securities markets.  For purposes  of the  Fund's
investment policies, the Fund's investments in ADRs, ADSs, GDRs and EDRs will be
deemed  to be  investments in the  equity securities  representing securities of
foreign issuers into which they may be converted.
 
ADR facilities may be established as either "unsponsored" or "sponsored."  While
ADRs  issued under these two  types of facilities are  in some respects similar,
there are distinctions between  them relating to the  rights and obligations  of
ADR holders and the practices of market participants. A depository may establish
an  unsponsored  facility  without  participation by  (or  even  necessarily the
acquiescence of) the issuer of the deposited securities, although typically  the
depository  requests a  letter of  non-objection from  such issuer  prior to the
establishment of the facility.  Holders of unsponsored  ADRs generally bear  all
the  costs  of such  facilities. The  depository usually  charges fees  upon the
deposit and withdrawal of the deposited securities, the conversion of  dividends
into   U.S.  dollars,  the  disposition   of  non-cash  distributions,  and  the
performance of  other  services.  The  depository  of  an  unsponsored  facility
frequently  is  under  no obligation  to  distribute  shareholder communications
received from the issuer of the  deposited securities or to pass-through  voting
rights  to ADR  holders in  respect of  the deposited  securities. Sponsored ADR
facilities are created in generally  the same manner as unsponsored  facilities,
except  that  the  issuer of  the  deposited  securities enters  into  a deposit
agreement with the  depository. The deposit  agreement sets out  the rights  and
responsibilities  of  the  issuer,  the depository  and  the  ADR  holders. With
sponsored facilities, the issuer of the deposited securities generally will bear
some of the costs relating to the facility (such as dividend payment fees of the
depository), although ADR holders continue to bear certain other costs (such  as
deposit  and withdrawal fees).  Under the terms  of most sponsored arrangements,
depositories agree  to distribute  notices of  shareholder meetings  and  voting
instructions, and to provide shareholder communications and other information to
the  ADR holders at the  request of the issuer  of the deposited securities. The
Fund may invest in both sponsored and unsponsored ADRs.
 
WARRANTS OR RIGHTS
Warrants or  rights  may  be acquired  by  the  Fund in  connection  with  other
securities  or separately and provide  the Fund with the  right to purchase at a
later date other securities of  the issuer. Warrants are securities  permitting,
but   not  obligating,  their  holder  to  subscribe  for  other  securities  or
commodities. Warrants do not  carry with them the  right to dividends or  voting
rights  with  respect  to  the  securities that  they  entitle  their  holder to
purchase, and they do not represent any rights in the assets of the issuer. As a
result, warrants may be considered more speculative than certain other types  of
investments.  In addition,  the value of  a warrant does  not necessarily change
with the value of the underlying securities  and a warrant ceases to have  value
if it is not exercised prior to its expiration date.
 
LENDING OF PORTFOLIO SECURITIES
For  the purpose of realizing additional income, the Fund may make secured loans
of portfolio securities  amounting to  not more than  30% of  its total  assets.
Securities  loans are made to broker/dealers or institutional investors pursuant
to agreements requiring that the loans continuously be secured by collateral  at
least  equal at all times  to the value of the  securities lent plus any accrued
interest, "marked  to market"  on a  daily basis.  The Fund  may pay  reasonable
administrative  and custodial fees  in connection with  loans of its securities.
While  the   securities   loan   is  outstanding,   the   Fund   will   continue
 
                   Statement of Additional Information Page 3
<PAGE>
                          AIM DEVELOPING MARKETS FUND
to receive the equivalent of the interest or dividends paid by the issuer on the
securities,  as well as  interest on the  investment of the  collateral or a fee
from the borrower. The Fund will have a  right to call each loan and obtain  the
securities within the stated settlement period. The Fund will not have the right
to  vote equity securities  while they are  lent, but it  may call in  a loan in
anticipation of any important vote. Loans will  be made only to firms deemed  by
the  Sub-adviser to  be of  good standing and  will not  be made  unless, in the
judgment of the  Sub-adviser, the  consideration to  be earned  from such  loans
would justify the risk.
 
COMMERCIAL BANK OBLIGATIONS
For  the  purposes  of  the  Fund's investment  policies  with  respect  to bank
obligations, obligations of foreign branches of U.S. banks and of foreign  banks
are obligations of the issuing bank and may be general obligations of the parent
bank.  Such obligations,  however, may  be limited  by the  terms of  a specific
obligation  and  by  government  regulation.  As  with  investment  in  non-U.S.
securities  in general,  investments in the  obligations of  foreign branches of
U.S. banks and of foreign  banks may subject the  Fund to investment risks  that
are  different  in some  respects from  those of  investments in  obligations of
domestic issuers. Although  the Fund typically  will acquire obligations  issued
and  supported by the credit of U.S. or foreign banks having total assets at the
time of purchase  in excess  of $1  billion, this $1  billion figure  is not  an
investment  policy or restriction  of the Fund. For  the purposes of calculation
with respect to the $1  billion figure, the assets of  a bank will be deemed  to
include the assets of its U.S. and non-U.S. branches.
 
REPURCHASE AGREEMENTS
   
A  repurchase agreement is a transaction in  which the Fund purchases a security
from a bank or recognized securities dealer and simultaneously commits to resell
that security to the bank  or dealer at an agreed  upon price, date, and  market
rate  of interest  unrelated to  the coupon  rate or  maturity of  the purchased
security. Although repurchase agreements carry certain risks not associated with
direct investments in securities, including possible decline in the market value
of the underlying securities and delays and costs to the Fund if the other party
to the repurchase  agreement becomes bankrupt,  the Fund intends  to enter  into
repurchase agreements only with banks and dealers believed by the Sub-adviser to
present  minimum credit risks  in accordance with  guidelines established by the
Company's Board  of  Directors. The  Sub-adviser  will review  and  monitor  the
creditworthiness of such institutions under the Board's general supervision.
    
 
The  Fund will invest only in  repurchase agreements collateralized at all times
in an amount at least  equal to the repurchase  price plus accrued interest.  To
the  extent that the proceeds from any sale of such collateral upon a default in
the obligation to repurchase were less than the repurchase price, the Fund would
suffer a loss.  If the financial  institution which is  party to the  repurchase
agreement petitions for bankruptcy or otherwise becomes subject to bankruptcy or
other  liquidation proceedings, there may be  restrictions on the Fund's ability
to sell the collateral and the Fund  could suffer a loss. However, with  respect
to  financial  institutions  whose  bankruptcy  or  liquidation  proceedings are
subject to the U.S. Bankruptcy Code, the Fund intends to comply with  provisions
under  the U.S. Bankruptcy  Code that would  allow it immediately  to resell the
collateral. There is no limitation on the  amount of the Fund's assets that  may
be  subject to repurchase agreements at any  given time. The Fund will not enter
into a repurchase agreement  with a maturity  of more than seven  days if, as  a
result,  more than 15% of the value of  its net assets would be invested in such
repurchase agreements and other illiquid investments.
 
BORROWING AND REVERSE REPURCHASE AGREEMENTS
The Fund's borrowings will not exceed 33 1/3% of the Fund's total assets,  i.e.,
the  Fund's total assets at all times will  equal at least 300% of the amount of
outstanding borrowings.  If  market fluctuations  in  the value  of  the  Fund's
portfolio  holdings or other factors cause the  ratio of the Fund's total assets
to outstanding  borrowings to  fall  below 300%,  within three  days  (excluding
Sundays  and holidays) of such event the  Fund may be required to sell portfolio
securities to restore the  300% asset coverage, even  though from an  investment
standpoint  such sales might be disadvantageous. The  Fund also may borrow up to
5% of its total assets  for temporary or emergency  purposes other than to  meet
redemptions.  Any borrowing  by the  Fund may  cause greater  fluctuation in the
value of its shares than would be the case if the Fund did not borrow.
 
   
The Fund's fundamental investment  limitations permit the  Fund to borrow  money
for leveraging purposes. The Fund, however, currently is prohibited, pursuant to
a  non-fundamental investment policy, from borrowing  money in order to purchase
securities. Nevertheless, this policy may be changed in the future by a vote  of
a  majority of the Company's Board of Directors. If the Fund employs leverage in
the future, it  would be subject  to certain additional  risks. Use of  leverage
creates  an opportunity for  greater growth of capital  but would exaggerate any
increases or decreases in the Fund's net asset value. When the income and  gains
on securities purchased with the proceeds of borrowings exceed the costs of such
borrowings,  the Fund's  earnings or net  asset value will  increase faster than
otherwise would be the case; conversely, if such income and gains fail to exceed
such costs, the  Fund's earnings or  net asset value  would decline faster  than
would otherwise be the case.
    
 
                   Statement of Additional Information Page 4
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
The  Fund may  enter into  reverse repurchase  agreements. A  reverse repurchase
agreement is a borrowing transaction in which the Fund transfers possession of a
security to another party, such as a  bank or broker/dealer in return for  cash,
and  agrees to repurchase  the security in  the future at  an agreed upon price,
which includes an interest component. The Fund will segregate with a  custodian,
cash or liquid securities in an amount sufficient to cover its obligations under
reverse  repurchase agreements  with broker/dealers. No  segregation is required
for reverse repurchase agreements with banks.
 
SHORT SALES
The Fund  may  make  short sales  of  securities,  although it  has  no  current
intention  of doing so. A short sale is  a transaction in which the Fund sells a
security in anticipation that  the market price of  that security will  decline.
The  Fund may  make short  sales (i) as  a form  of hedging  to offset potential
declines in long positions in securities it owns, or anticipates acquiring,  and
(ii)  in order to maintain  portfolio flexibility. The Fund  may only make short
sales "against the box." In this type of short sale, at the time of the sale the
Fund owns the security it has sold short or has the immediate and  unconditional
right to acquire the identical security at no additional cost.
 
In a short sale, the seller does not immediately deliver the securities sold and
does  not receive the proceeds from the sale. To make delivery to the purchaser,
the executing broker borrows  the securities being sold  short on behalf of  the
seller. The seller is said to have a short position in the securities sold until
it  delivers the securities sold, at which  time it receives the proceeds of the
sale. To secure its obligation to  deliver securities sold short, the Fund  will
deposit  in  a  separate account  with  its  custodian an  equal  amount  of the
securities sold short or  securities convertible into  or exchangeable for  such
securities  at no cost. The Fund could  close out a short position by purchasing
and delivering an  equal amount  of the securities  sold short,  rather than  by
delivering  securities already held by the Fund,  because the Fund might want to
continue to  receive  interest  and  dividend  payments  on  securities  in  its
portfolio that are convertible into the securities sold short.
 
The  Fund might make  a short sale "against  the box" in  order to hedge against
market risks when  the Sub-adviser  believes that the  price of  a security  may
decline,  causing a decline  in the value of  a security owned by  the Fund or a
security convertible into or exchangeable for  such security. In such case,  any
future  losses in the  Fund's long position should  be reduced by  a gain in the
short position. Conversely, any gain in the long position should be reduced by a
loss in the short position. The extent to which such gains or losses in the long
position are reduced will  depend upon the amount  of the securities sold  short
relative  to the  amount of  the securities  the Fund  owns, either  directly or
indirectly, and, in the case where the Fund owns convertible securities, changes
in the investment values or conversion  premiums of such securities. There  will
be certain additional transaction costs associated with short sales "against the
box,"  but the  Fund will endeavor  to offset  these costs with  income from the
investment of the cash proceeds of short sales.
 
YANKEE BONDS
The Fund may invest in U.S.  dollar-denominated bonds sold in the United  States
by  non-U.S.  issuers ("Yankee  bonds"). As  compared with  bonds issued  in the
United States, such bond  issues normally carry a  higher interest rate but  are
less actively traded.
 
TEMPORARY DEFENSIVE STRATEGIES
The  Fund may invest in  the following types of  money market instruments (i.e.,
debt instruments with less than 12 months remaining until maturity)  denominated
in U.S. dollars or other currencies: (a) obligations issued or guaranteed by the
U.S.    or   foreign   governments,   their   agencies,   instrumentalities   or
municipalities; (b)  obligations  of  international  organizations  designed  or
supported   by  multiple  foreign  governmental  entities  to  promote  economic
reconstruction  or  development;  (c)  finance  company  obligations,  corporate
commercial   paper  and  other  short-term   commercial  obligations;  (d)  bank
obligations (including certificates of  deposit, time deposits, demand  deposits
and  bankers'  acceptances);  (e)  repurchase  agreements  with  respect  to the
foregoing; and (f) other substantially  similar short-term debt securities  with
comparable characteristics.
 
The  Fund may  invest in  commercial paper  rated as  low as  A-3 by  Standard &
Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P") or P-3 by  Moody's
Investors  Service, Inc. ("Moody's") or, if not rated, determined by the Manager
to be of comparable quality. Obligations rated A-3 and P-3 are considered by S&P
and Moody's, respectively, to have an acceptable capacity for timely  repayment.
However,  these securities may be more  vulnerable to adverse effects of changes
in circumstances than obligations carrying higher designations.
 
PREMIUM SECURITIES
The Fund  may invest  in  income securities  bearing  coupon rates  higher  than
prevailing  market rates. Such  "premium" securities are  typically purchased at
prices greater than the principal amounts payable on maturity. The Fund will not
amortize the premium paid for such securities in calculating its net  investment
income. As a result, in such cases the
 
                   Statement of Additional Information Page 5
<PAGE>
                          AIM DEVELOPING MARKETS FUND
purchase  of  such securities  provides the  Fund a  higher level  of investment
income distributable  to  shareholders on  a  current  basis than  if  the  Fund
purchased  securities bearing  current market  rates of  interest. If securities
purchased by the Fund  at a premium  are called or sold  prior to maturity,  the
Fund  will realize a loss to the extent the  call or sale price is less than the
purchase price. Additionally,  the Fund  will realize a  loss if  it holds  such
securities to maturity.
 
INDEXED DEBT SECURITIES
The  Fund  may invest  in debt  securities  issued by  banks and  other business
entities not located in developing market countries that are indexed to  certain
specific  foreign  currency exchange  rates, interest  rates or  other reference
rates. The  terms of  such securities  provide that  their principal  amount  is
adjusted  upwards or  downwards (but ordinarily  not below zero)  at maturity to
reflect changes in  the exchange rate  between two currencies  (or other  rates)
while the obligations are outstanding. While such securities offer the potential
for  an  attractive  rate  of return,  they  also  entail the  risk  of  loss of
principal. New forms of such securities  continue to be developed. The Fund  may
invest  in  such  securities  to  the  extent  consistent  with  its  investment
objectives.
 
STRUCTURED INVESTMENTS
The Fund may invest a portion of  its assets in interests in entities  organized
and   operated  solely   for  the   purpose  of   restructuring  the  investment
characteristics of  Sovereign  Debt. This  type  of restructuring  involves  the
deposit  with  or purchase  by an  entity, such  as a  corporation or  trust, of
specified instruments (such  as commercial bank  loans or Brady  Bonds) and  the
issuance  by  that entity  of  one or  more  classes of  securities ("Structured
Investments")  backed  by,   or  representing  interests   in,  the   underlying
instruments.  The cash  flow on  the underlying  instruments may  be apportioned
among  the  newly  issued  Structured  Investments  to  create  securities  with
different   investment  characteristics  such  as  varying  maturities,  payment
priorities and interest  rate provisions, and  the extent of  the payments  made
with  respect to Structured Investments  is dependent on the  extent of the cash
flow on the underlying instruments.  Because Structured Investments of the  type
in  which  the  Fund anticipates  it  will  invest typically  involve  no credit
enhancement, their  credit risk  generally will  be equivalent  to that  of  the
underlying instruments.
 
The  Fund is permitted  to invest in  a class of  Structured Investments that is
either subordinated  or not  subordinated to  the right  of payment  of  another
class.  Subordinated  Structured Investments  typically  have higher  yields and
present greater risks than unsubordinated Structured Investments.
 
Certain issuers  of  Structured Investments  may  be deemed  to  be  "investment
companies"  as defined in  the 1940 Act.  As a result,  the Fund's investment in
these Structured Investments may be limited by the restrictions contained in the
1940  Act  described  above  under   "Investment  Objectives  and  Policies   --
Investments in Other Investment Companies." Structured Investments are typically
sold in private placement transactions, and there currently is no active trading
market for Structured Investments.
 
STRIPPED INCOME SECURITIES
Stripped  income securities are obligations representing an interest in all or a
portion of  the income  or  principal components  of  an underlying  or  related
security,  a pool of securities  or other assets. In  the most extreme case, one
class will receive all of the interest (the interest only or "IO" class),  while
the  other class will receive  all of the principal  (the principal-only or "PO"
class). The market values of stripped income securities tend to be more volatile
in  response  to  changes  in  interest  rates  than  are  conventional   income
securities.
 
FLOATING AND VARIABLE RATE INCOME SECURITIES
Income securities may provide for floating or variable rate interest or dividend
payments.  The floating  or variable  rate may be  determined by  reference to a
known lending rate, such as a bank's  prime rate, a certificate of deposit  rate
or  the London Inter Bank  Offered Rate (LIBOR). Alternatively,  the rate may be
determined through  an auction  or remarketing  process. The  rate also  may  be
indexed  to  changes  in the  values  of  interest rate  or  securities indexes,
currency exchange rates or other commodities. The amount by which the rate  paid
on  an income security  may increase or  decrease may be  subject to periodic or
lifetime caps. Floating and variable  rate income securities include  securities
whose  rates  vary inversely  with  changes in  market  rates of  interest. Such
securities may also pay a rate of interest determined by applying a multiple  to
the  variable  rate. The  extent  of increases  and  decreases in  the  value of
securities whose rates vary inversely with  changes in market rates of  interest
generally  will  be larger  than comparable  changes  in the  value of  an equal
principal amount  of  a  fixed  rate security  having  similar  credit  quality,
redemption provisions and maturity.
 
SWAPS, CAPS, FLOORS AND COLLARS
The Fund may enter into interest rate, currency and index swaps and may purchase
or  sell related caps, floors and  collars and other derivative instruments. The
Fund expects to enter into these transactions primarily to preserve a return  or
spread  on  a particular  investment  or portion  of  its portfolio,  to protect
against currency fluctuations, as a technique for
 
                   Statement of Additional Information Page 6
<PAGE>
                          AIM DEVELOPING MARKETS FUND
managing the portfolio's  duration (I.E.,  the price sensitivity  to changes  in
interest  rates) or to protect  against any increase in  the price of securities
the Fund anticipates purchasing at a later  date. The Fund intends to use  these
transactions  as hedges and will not sell  interest rate caps, floors or collars
if it does not  own securities or other  instruments providing an income  stream
roughly equivalent to what the Fund may be obligated to pay.
 
Interest rate swaps involve the exchange by the Fund with another party of their
respective  commitments to pay or receive  interest (for example, an exchange of
floating rate  payments for  fixed rate  payments) with  respect to  a  notional
amount of principal. A currency swap is an agreement to exchange cash flows on a
notional amount based on changes in the values of the reference indices.
 
The  purchase of a cap entitles the  purchaser to receive payments on a notional
principal amount from the party selling the  cap to the extent that a  specified
index  exceeds a predetermined  interest rate. The purchase  of an interest rate
floor entitles the purchaser to receive payments on a notional principal  amount
from  the party  selling the floor  to the  extent that a  specified index falls
below a predetermined interest rate  or amount. A collar  is a combination of  a
cap  and a floor that preserves a certain return within a predetermined range of
interest rates or values.
 
- --------------------------------------------------------------------------------
 
                         OPTIONS, FUTURES AND CURRENCY
                                   STRATEGIES
 
- --------------------------------------------------------------------------------
 
SPECIAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES
The use of options, futures  contracts and forward currency contracts  ("Forward
Contracts") involves special considerations and risks, as described below. Risks
pertaining to particular instruments are described in the sections that follow.
 
        (1)  Successful  use  of  most of  these  instruments  depends  upon the
    Manager's ability  to  predict  movements  of  the  overall  securities  and
    currency markets, which requires different skills than predicting changes in
    the prices of individual securities. While the Manager is experienced in the
    use  of these  instruments, there  can be  no assurance  that any particular
    strategy adopted will succeed.
 
        (2) There  might  be  imperfect correlation,  or  even  no  correlation,
    between  price  movements  of  an  instrument  and  price  movements  of the
    investments being hedged. For example, if the value of an instrument used in
    a short hedge  increased by less  than the  decline in value  of the  hedged
    investment,  the  hedge  would  not  be fully  successful.  Such  a  lack of
    correlation might  occur  due to  factors  unrelated  to the  value  of  the
    investments  being hedged,  such as  speculative or  other pressures  on the
    markets in  which the  hedging instrument  is traded.  The effectiveness  of
    hedges  using hedging  instruments on indices  will depend on  the degree of
    correlation between price movements in the index and price movements in  the
    investments being hedged.
 
        (3) Hedging strategies, if successful, can reduce risk of loss by wholly
    or  partially offsetting the negative  effect of unfavorable price movements
    in the investments being hedged. However, hedging strategies can also reduce
    opportunity for gain by  offsetting the positive  effect of favorable  price
    movements  in the hedged investments. For example,  if a Fund entered into a
    short hedge  because the  Manager projected  a  decline in  the price  of  a
    security  in the Fund's portfolio, and  the price of that security increased
    instead, the gain from that increase might by wholly or partially offset  by
    a  decline in the price of the hedging instrument. Moreover, if the price of
    the hedging instrument declined  by more than the  increase in the price  of
    the  security, the Fund could  suffer a loss. In  either such case, the Fund
    would have been in a better position had it not hedged at all.
 
        (4) As described below, the Fund might be required to maintain assets as
    "cover," maintain segregated accounts or make margin payments when it  takes
    positions  in  instruments  involving obligations  to  third  parties (i.e.,
    instruments other than purchased options). If the Fund were unable to  close
    out  its positions in such instruments, it  might be required to continue to
    maintain such assets or  accounts or make such  payments until the  position
    expired or matured. The requirements might impair the Fund's ability to sell
    a portfolio security or make an investment at a time when it would otherwise
    be favorable to do so, or require that the Fund sell a portfolio security at
    a  disadvantageous time. The  Fund's ability to  close out a  position in an
    instrument prior to  expiration or maturity  depends on the  existence of  a
    liquid secondary market or, in the absence of such a market, the ability and
    willingness of the other
 
                   Statement of Additional Information Page 7
<PAGE>
                          AIM DEVELOPING MARKETS FUND
    party  to  the  transaction ("contra  party")  to enter  into  a transaction
    closing out the position. Therefore, there is no assurance that any position
    can be closed out at a time and price that is favorable to the Fund.
 
WRITING CALL OPTIONS
The Fund may write  (sell) call options on  securities, indices and  currencies.
Call options generally will be written on securities and currencies that, in the
opinion  of the Manager  are not expected to  make any major  price moves in the
near future  but  that,  over  the  long  term,  are  deemed  to  be  attractive
investments for the Fund.
 
A  call option  gives the  holder (buyer)  the right  to purchase  a security or
currency at a specified price (the  exercise price) at any time until  (American
Style)  or on (European Style) a certain  date (the expiration date). So long as
the obligation of the writer of a  call option continues, he may be assigned  an
exercise  notice, requiring him  to deliver the  underlying security or currency
against payment  of the  exercise  price. This  obligation terminates  upon  the
expiration  of the call option, or such earlier time at which the writer effects
a closing  purchase  transaction  by  purchasing an  option  identical  to  that
previously sold.
 
Portfolio  securities or currencies on which call options may be written will be
purchased solely on the basis  of investment considerations consistent with  the
Fund's investment objective. When writing a call option, the Fund, in return for
the  premium, gives up the  opportunity for profit from  a price increase in the
underlying security or currency above the  exercise price, and retains the  risk
of  loss should the  price of the  security or currency  decline. Unlike one who
owns securities or currencies not subject to an option, the Fund has no  control
over  when it may be  required to sell the  underlying securities or currencies,
since most  options  may  be  exercised  at  any  time  prior  to  the  option's
expiration.  If a call option  that the Fund has  written expires, the Fund will
realize a gain in the amount of the premium; however, such gain may be offset by
a decline in the market value of the underlying security or currency during  the
option  period. If the call option is exercised, the Fund will realize a gain or
loss from  the  sale of  the  underlying security  or  currency, which  will  be
increased  or  offset by  the premium  received.  The Fund  does not  consider a
security or currency covered by  a call option to be  "pledged" as that term  is
used in the Fund's policy that limits the pledging or mortgaging of its assets.
 
Writing  call options can serve as a limited short hedge because declines in the
value of the  hedged investment would  be offset  to the extent  of the  premium
received   for  writing  the  option.  However,  if  the  security  or  currency
appreciates to a price higher than the exercise price of the call option, it can
be expected that the option will be exercised and the Fund will be obligated  to
sell the security or currency at less than its market value.
 
The  premium  that the  Fund receives  for writing  a call  option is  deemed to
constitute the market value of an option. The premium the Fund will receive from
writing a call option will reflect, among other things, the current market price
of the underlying  investment, the relationship  of the exercise  price to  such
market  price, the historical price volatility of the underlying investment, and
the length of the option period. In determining whether a particular call option
should  be  written,  the  Manager  will  consider  the  reasonableness  of  the
anticipated premium and the likelihood that a liquid secondary market will exist
for those options.
 
Closing  transactions  will be  effected  in order  to  realize a  profit  on an
outstanding call  option, to  prevent an  underlying security  or currency  from
being  called, or  to permit  the sale of  the underlying  security or currency.
Furthermore, effecting  a closing  transaction  will permit  the Fund  to  write
another  call  option  on the  underlying  security  or currency  with  either a
different exercise price, expiration date or both.
 
The Fund will pay  transaction costs in connection  with the writing of  options
and  in entering into closing purchase  contracts. Transaction costs relating to
options activity  normally are  higher than  those applicable  to purchases  and
sales of portfolio securities.
 
The  exercise price of the  options may be below, equal  to or above the current
market values of the underlying securities or currencies at the time the options
are written. From time to time, the Fund may purchase an underlying security  or
currency  for delivery in accordance with the exercise of an option, rather than
delivering such  security  or  currency  from  its  portfolio.  In  such  cases,
additional costs will be incurred.
 
The  Fund will realize a  profit or loss from  a closing purchase transaction if
the cost of  the transaction  is less or  more, respectively,  than the  premium
received  from writing the  option. Because increases  in the market  price of a
call option  generally  will  reflect  increases in  the  market  price  of  the
underlying  security or  currency, any loss  resulting from the  repurchase of a
call option is likely to  be offset in whole or  in part by appreciation of  the
underlying security or currency owned by the Fund.
 
                   Statement of Additional Information Page 8
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
WRITING PUT OPTIONS
The  Fund may  write put  options on securities,  indices and  currencies. A put
option gives the  purchaser of  the option  the right  to sell,  and the  writer
(seller)  the  obligation to  buy, the  underlying security  or currency  at the
exercise price at  any time until  (American style) or  on (European style)  the
expiration date. The operation of put options in other respects, including their
related risks and rewards, is substantially identical to that of call options.
 
The   Fund  generally  would  write  put  options  in  circumstances  where  the
Sub-adviser wishes  to purchase  the  underlying security  or currency  for  the
Fund's  portfolio at a price lower than the current market price of the security
or currency. In such  event, the Fund  would write a put  option at an  exercise
price  that, reduced by the  premium received on the  option, reflects the lower
price it is willing to pay. Since  the Fund also would receive interest on  debt
securities  or currencies maintained to cover  the exercise price of the option,
this technique could be used to enhance current return during periods of  market
uncertainty.  The risk in such  a transaction would be  that the market price of
the underlying security or currency would decline below the exercise price  less
the premium received.
 
Writing  put options can serve as a  limited long hedge because increases in the
value of the  hedged investment would  be offset  to the extent  of the  premium
received   for  writing  the  option.  However,  if  the  security  or  currency
depreciates to a price lower than the  exercise price of the put option, it  can
be expected that the put option will be exercised and the Fund will be obligated
to purchase the security or currency at greater than its market value.
 
PURCHASING PUT OPTIONS
The  Fund may purchase put options on securities, indices and currencies. As the
holder of a put option, the Fund  has the right to sell the underlying  security
or  currency at  the exercise  price at  any time  until (American  style) or on
(European style)  the expiration  date. The  Fund may  enter into  closing  sale
transactions  with  respect to  such options,  exercise them  or permit  them to
expire.
 
The Fund  may  purchase a  put  option on  an  underlying security  or  currency
("protective  put") owned by the Fund in order to protect against an anticipated
decline in  the value  of the  security or  currency. Such  hedge protection  is
provided  only during the life of the put option when the Fund, as the holder of
the put option, is able to sell  the underlying security or currency at the  put
exercise  price regardless  of any decline  in the  underlying security's market
price or currency's exchange value. The premium paid for the put option and  any
transaction  costs would reduce any  profit otherwise available for distribution
when the security or currency is eventually sold.
 
The Fund also may purchase put options at a time when the Fund does not own  the
underlying  security or  currency. By  purchasing put  options on  a security or
currency it does not own, the Fund seeks to benefit from a decline in the market
price of the underlying security or currency. If the put option is not sold when
it has remaining value, and  if the market price  of the underlying security  or
currency  remains equal to or greater than the exercise price during the life of
the put option, the Fund will lose  its entire investment in the put option.  In
order for the purchase of a put option to be profitable, the market price of the
underlying  security or  currency must  decline sufficiently  below the exercise
price to cover the premium and transaction costs, unless the put option is  sold
in a closing sale transaction.
 
PURCHASING CALL OPTIONS
The Fund may purchase call options on securities, indices and currencies. As the
holder  of  a  call  option, the  Fund  would  have the  right  to  purchase the
underlying security  or  currency  at  the exercise  price  at  any  time  until
(American  style) or on (European style) the expiration date. The Fund may enter
into closing sale transactions  with respect to such  options, exercise them  or
permit them to expire.
 
Call  options may  be purchased  by the  Fund for  the purpose  of acquiring the
underlying security or currency for its portfolio. Utilized in this fashion, the
purchase of  call options  would enable  the  Fund to  acquire the  security  or
currency  at the  exercise price of  the call  option plus the  premium paid. At
times, the net cost of acquiring the security or currency in this manner may  be
less  than  the  cost  of  acquiring the  security  or  currency  directly. This
technique also  may  be useful  to  the Fund  in  purchasing a  large  block  of
securities  that would be more difficult  to acquire by direct market purchases.
So long as it holds such a  call option, rather than the underlying security  or
currency  itself, the Fund is partially protected from any unexpected decline in
the market price  of the  underlying security or  currency and,  in such  event,
could  allow the call option  to expire, incurring a loss  only to the extent of
the premium paid for the option.
 
The Fund also may purchase call  options on underlying securities or  currencies
it  owns  to avoid  realizing losses  that would  result in  a reduction  of its
current return. For  example, where the  Fund has  written a call  option on  an
underlying security or currency having a current market value below the price at
which  it purchased the  security or currency,  an increase in  the market price
could result in  the exercise of  the call option  written by the  Fund and  the
realization  of a loss on the  underlying security or currency. Accordingly, the
Fund  could  purchase  a  call  option  on  the  same  underlying  security   or
 
                   Statement of Additional Information Page 9
<PAGE>
                          AIM DEVELOPING MARKETS FUND
currency,  which could be  exercised to fulfill  the Fund's delivery obligations
under its written call (if it is exercised). This strategy could allow the  Fund
to  avoid selling the  portfolio security or currency  at a time  when it has an
unrealized loss; however, the Fund would have  to pay a premium to purchase  the
call option plus transaction costs.
 
Aggregate  premiums paid  for put  and call  options will  not exceed  5% of the
Fund's total assets at the time of purchase.
 
The Fund may attempt to accomplish objectives similar to those involved in using
Forward Contracts by purchasing put or call options on currencies. A put  option
gives  the  Fund as  purchaser  the right  (but not  the  obligation) to  sell a
specified amount of currency at the  exercise price at any time until  (American
style)  or on (European style) the expiration date. A call option gives the Fund
as purchaser the right (but not  the obligation) to purchase a specified  amount
of  currency at  the exercise  price at  any time  until (American  style) or an
(European style) the  expiration date. The  Fund might purchase  a currency  put
option,  for example, to protect itself against a decline in the dollar value of
a currency  in  which  it  holds  or  anticipates  holding  securities.  If  the
currency's  value should decline against the  dollar, the loss in currency value
should be offset, in whole or in part,  by an increase in the value of the  put.
If the value of the currency instead should rise against the dollar, any gain to
the  Fund would  be reduced by  the premium  it had paid  for the  put option. A
currency call option might be purchased, for example, in anticipation of, or  to
protect  against, a rise in the value against  the dollar of a currency in which
the Fund anticipates purchasing securities.
 
Options may  be either  listed  on an  exchange  or traded  in  over-the-counter
("OTC")  markets. Listed options are third-party contracts (I.E., performance of
the obligations of  the purchaser and  seller is guaranteed  by the exchange  or
clearing corporation), and have standardized strike prices and expiration dates.
OTC options are two-party contracts with negotiated strike prices and expiration
dates.  The Fund will not  purchase an OTC option  unless it believes that daily
valuations for  such options  are readily  obtainable. OTC  options differ  from
exchange-traded options in that OTC options are transacted with dealers directly
and   not  through  a  clearing   corporation  (which  guarantees  performance).
Consequently, there  is  a risk  of  non-performance  by the  dealer.  Since  no
exchange  is involved, OTC options are valued on  the basis of an average of the
last bid prices obtained from dealers,  unless a quotation from only one  dealer
is  available, in which case only that dealer's  price will be used. In the case
of OTC options, there can  be no assurance that  a liquid secondary market  will
exist for any particular option at any specific time.
 
The  staff of the SEC considers purchased OTC options to be illiquid securities.
The Fund  may also  sell OTC  options and,  in connection  therewith,  segregate
assets or cover its obligations with respect to OTC options written by the Fund.
The  assets used as cover for OTC options written by the Fund will be considered
illiquid unless the OTC options are sold to qualified dealers who agree that the
Fund may repurchase any OTC option it writes at a maximum price to be calculated
by a formula  set forth in  the option agreement.  The cover for  an OTC  option
written  subject  to this  procedure would  be considered  illiquid only  to the
extent that the maximum repurchase price under the formula exceeds the intrinsic
value of the option.
 
The Fund's  ability to  establish  and close  out positions  in  exchange-listed
options  depends  on the  existence  of a  liquid  market. The  Fund  intends to
purchase or write only those exchange-traded options for which there appears  to
be  a liquid secondary  market. However, there  can be no  assurance that such a
market will exist at any particular  time. Closing transactions can be made  for
OTC  options  only  by  negotiating  directly with  the  contra  party  or  by a
transaction in the secondary market if any such market exists. Although the Fund
will enter into OTC  options only with  contra parties that  are expected to  be
capable  of  entering  into closing  transactions  with  the Fund,  there  is no
assurance that the Fund will in fact be able to close out an OTC option position
at a favorable  price prior to  expiration. In  the event of  insolvency of  the
contra  party, the Fund might  be unable to close out  an OTC option position at
any time prior to its expiration.
 
INDEX OPTIONS
Puts and calls on indices are similar to puts and calls on securities or futures
contracts except that all settlements  are in cash and  gain or loss depends  on
changes  in the index in question (and thus on price movements in the securities
market or a particular market sector  generally) rather than on price  movements
in individual securities or futures contracts. When the Fund writes a call on an
index,  it receives a premium and agrees that, prior to the expiration date, the
purchaser of the call, upon exercise of the call, will receive from the Fund  an
amount of cash if the closing level of the index upon which the call is based is
greater  than the exercise price of the call. The amount of cash is equal to the
difference between the closing price of the index and the exercise price of  the
call  times a specified multiple (the  "multiplier"), which determines the total
dollar value for each point of such difference. When the Fund buys a call on  an
index,  it  pays a  premium and  has  the same  rights as  to  such call  as are
indicated above. When the Fund buys a put on an index, it pays a premium and has
the right, prior to the expiration date, to require the seller of the put,  upon
the  Fund's exercise of the put, to deliver to the Fund an amount of cash if the
closing level of the index upon which the put is based is less than the exercise
price of the  put, which  amount of  cash is  determined by  the multiplier,  as
described  above  for  calls.  When  the  Fund writes  a  put  on  an  index, it
 
                  Statement of Additional Information Page 10
<PAGE>
                          AIM DEVELOPING MARKETS FUND
receives a premium  and the  purchaser has the  right, prior  to the  expiration
date,  to require  the Fund  to deliver  to it  an amount  of cash  equal to the
difference between the closing level of  the index and the exercise price  times
the multiplier, if the closing level is less than the exercise price.
 
The  risks  of  investment in  index  options  may be  greater  than  options on
securities. Because index options  are settled in cash,  when the Fund writes  a
call  on an  index it  cannot provide  in advance  for its  potential settlement
obligations by acquiring  and holding  the underlying securities.  The Fund  can
offset  some of the  risk of writing a  call index option  position by holding a
diversified portfolio of  securities similar  to those on  which the  underlying
index  is based. However,  the Fund cannot,  as a practical  matter, acquire and
hold a portfolio containing  exactly the same securities  as underlie the  index
and,  as a result, bears a risk that  the value of the securities held will vary
from the value of the index.
 
Even if the Fund could assemble  a securities portfolio that exactly  reproduced
the  composition of the  underlying index, it  still would not  be fully covered
from a risk standpoint  because of the "timing  risk" inherent in writing  index
options.  When an index option is exercised,  the amount of cash that the holder
is entitled to  receive is  determined by  the difference  between the  exercise
price  and the closing index level on the  date when the option is exercised. As
with other kinds of options, the Fund as  the call writer will not know that  it
has  been assigned  until the next  business day  at the earliest.  The time lag
between exercise and  notice of assignment  poses no  risk for the  writer of  a
covered  call on a  specific underlying security, such  as common stock, because
there the writer's obligation is to deliver the underlying security, not to  pay
its value as of a fixed time in the past. So long as the writer already owns the
underlying  security,  it  can  satisfy  its  settlement  obligations  by simply
delivering it, and the risk that its value may have declined since the  exercise
date  is borne by the  exercising holder. In contrast, even  if the writer of an
index call holds securities that exactly match the composition of the underlying
index, it will not be able  to satisfy its assignment obligations by  delivering
those  securities against  payment of  the exercise  price. Instead,  it will be
required to  pay cash  in an  amount based  on the  closing index  value on  the
exercise  date; and by the  time it learns that it  has been assigned, the index
may have declined, with a corresponding  decline in the value of its  securities
portfolio.  This "timing risk" is an inherent limitation on the ability of index
call writers to cover their risk exposure by holding securities positions.
 
If the Fund purchases an index option and exercises it before the closing  index
value  for  that day  is  available, it  runs  the risk  that  the level  of the
underlying index may subsequently change. If such a change causes the  exercised
option to fall out-of-the-money, the Fund will be required to pay the difference
between  the closing index value and the exercise price of the option (times the
applicable multiplier) to the assigned writer.
 
INTEREST RATE, CURRENCY AND STOCK INDEX FUTURES CONTRACTS
The Fund may enter into interest rate, currency or stock index futures contracts
(collectively, "Futures" or "Futures Contracts")  as a hedge against changes  in
prevailing  levels of  interest rates,  currency exchange  rates or  stock price
levels, respectively, in order to establish more definitely the effective return
on securities or currencies held  or intended to be  acquired by it. The  Fund's
hedging may include sales of Futures as an offset against the effect of expected
increases  in interest rates  and decreases in currency  exchange rates or stock
prices, and purchases  of Futures as  an offset against  the effect of  expected
declines  in interest rates,  and increases in currency  exchange rates or stock
prices.
 
The Fund  only will  enter into  Futures Contracts  that are  traded on  futures
exchanges  and are  standardized as  to maturity  date and  underlying financial
instrument. Futures  exchanges and  trading  thereon in  the United  States  are
regulated  under the  Commodity Exchange  Act by  the Commodity  Futures Trading
Commission ("CFTC"). Futures are exchanged in London at the London International
Financial Futures Exchange.
 
Although techniques other than sales and purchases of Futures Contracts could be
used to reduce the Fund's exposure to interest rate, currency exchange rate  and
stock  market fluctuations,  the Fund  may be  able to  hedge its  exposure more
effectively and at a lower cost through using Futures Contracts.
 
A Futures Contract provides  for the future  sale by one  party and purchase  by
another party of a specified amount of a specific financial instrument (security
or currency) for a specified price at a designated date, time and place. A stock
index Futures Contract provides for the delivery, at a designated date, time and
place,  of  an amount  of  cash equal  to a  specified  dollar amount  times the
difference between the stock index value at the close of trading on the contract
and the price at  which the Futures Contract  is originally struck; no  physical
delivery  of stocks  comprising the index  is made. Brokerage  fees are incurred
when a  Futures  Contract  is  bought  or sold,  and  margin  deposits  must  be
maintained at all times the Futures Contract is outstanding.
 
Although  Futures Contracts typically require future delivery of and payment for
financial instruments or  currencies, Futures Contracts  usually are closed  out
before  the delivery date. Closing out an open Futures Contract sale or purchase
is effected by entering  into an offsetting Futures  Contract purchase or  sale,
respectively, for the same aggregate amount of
 
                  Statement of Additional Information Page 11
<PAGE>
                          AIM DEVELOPING MARKETS FUND
the  identical financial instrument  or currency and the  same delivery date. If
the offsetting purchase  price is less  than the original  sale price, the  Fund
realizes  a gain; if  it is more, the  Fund realizes a  loss. Conversely, if the
offsetting sale  price  is more  than  the  original purchase  price,  the  Fund
realizes  a gain; if it is less, the Fund realizes a loss. The transaction costs
also must be included in these calculations. There can be no assurance, however,
that the Fund will be able to enter into an offsetting transaction with  respect
to  a particular Futures Contract at a particular  time. If the Fund is not able
to enter into an offsetting transaction,  the Fund will continue to be  required
to maintain the margin deposits on the Futures Contract.
 
As  an example of an offsetting transaction, the contractual obligations arising
from the sale of one Futures Contract of September Deutschemarks on an  exchange
may  be fulfilled  at any  time before  delivery under  the Futures  Contract is
required (I.E., on a specified date  in September, the "delivery month") by  the
purchase  of another  Futures Contract  of September  Deutschemarks on  the same
exchange. In such instance the difference between the price at which the Futures
Contract was  sold  and  the  price paid  for  the  offsetting  purchase,  after
allowance for transaction costs, represents the profit or loss to the Fund.
 
The  Fund's Futures transactions will be entered into for hedging purposes only;
that is, Futures  Contracts will be  sold to  protect against a  decline in  the
price  of securities or currencies that the Fund owns, or Futures Contracts will
be purchased to protect the Fund against an increase in the price of  securities
or currencies it has committed to purchase or expects to purchase.
 
"Margin"  with respect to Futures Contracts is  the amount of funds that must be
deposited by the Fund in order to  initiate Futures trading and to maintain  the
Fund's  open  positions in  Futures Contracts.  A margin  deposit made  when the
Futures Contract is entered  into ("initial margin") is  intended to assure  the
Fund's  performance  under  the  Futures Contract.  The  margin  required  for a
particular Futures Contract is set by the exchange on which the Futures Contract
is traded, and may be modified significantly  from time to time by the  exchange
during the term of the Futures Contract.
 
Subsequent  payments,  called  "variation  margin,"  to  and  from  the  futures
commission merchant through  which the  Fund entered into  the Futures  Contract
will  be made on a daily basis as the price of the underlying security, currency
or index fluctuates making the Futures Contract more or less valuable, a process
known as marking-to-market.
 
    RISKS OF  USING  FUTURES CONTRACTS.  The  prices of  Futures  Contracts  are
volatile  and  are influenced,  among other  things,  by actual  and anticipated
changes in  interest rates  and currency  exchange rates,  and in  stock  market
movements,  which  in turn  are  affected by  fiscal  and monetary  policies and
national and international political and economic events.
 
There is a risk  of imperfect correlation between  changes in prices of  Futures
Contracts  and prices  of the securities  or currencies in  the Fund's portfolio
being  hedged.  The   degree  of  imperfection   of  correlation  depends   upon
circumstances  such as: variations in speculative  market demand for futures and
for securities or currencies, including technical influences in Futures trading;
and  differences  between  the  financial  instruments  being  hedged  and   the
instruments  underlying the standard Futures  Contracts available for trading. A
decision of whether,  when, and how  to hedge involves  skill and judgment,  and
even  a  well-conceived hedge  may  be unsuccessful  to  some degree  because of
unexpected market behavior or interest or currency rate trends.
 
Because of  the  low  margin  deposits required,  Futures  trading  involves  an
extremely  high  degree  of leverage.  As  a  result, a  relatively  small price
movement in a Futures Contract may result in immediate and substantial loss,  as
well  as gain, to the investor. For example,  if at the time of purchase, 10% of
the value  of the  Futures Contract  is deposited  as margin,  a subsequent  10%
decrease  in the value of  the Futures Contract would result  in a total loss of
the margin  deposit, before  any deduction  for the  transaction costs,  if  the
account  were then closed  out. A 15% decrease  would result in  a loss equal to
150% of the original  margin deposit, if the  Futures Contract were closed  out.
Thus, a purchase or sale of a Futures Contract may result in losses in excess of
the amount invested in the Futures Contract.
 
Most U.S. Futures exchanges limit the amount of fluctuation permitted in Futures
Contract and options on Futures Contract prices during a single trading day. The
daily  limit establishes the maximum amount that the price of a Futures Contract
or option may vary either up or down from the previous day's settlement price at
the end  of a  trading session.  Once  the daily  limit has  been reached  in  a
particular type of Futures Contract or option, no trades may be made on that day
at a price beyond that limit. The daily limit governs only price movement during
a  particular trading day and therefore does not limit potential losses, because
the limit may prevent the liquidation of unfavorable positions. Futures Contract
and option  prices  occasionally have  moved  to  the daily  limit  for  several
consecutive  trading days with  little or no  trading, thereby preventing prompt
liquidation of positions and subjecting some traders to substantial losses.
 
If the Fund were unable to liquidate a Futures or option on Futures position due
to the absence of a liquid secondary  market or the imposition of price  limits,
it  could incur  substantial losses.  The Fund would  continue to  be subject to
market
 
                  Statement of Additional Information Page 12
<PAGE>
                          AIM DEVELOPING MARKETS FUND
risk with respect to the position. In addition, except in the case of  purchased
options,  the Fund would continue to be  required to make daily variation margin
payments and might  be required  to maintain the  position being  hedged by  the
Future or option or to maintain cash or securities in a segregated account.
 
Certain  characteristics  of the  Futures market  might  increase the  risk that
movements in the  prices of Futures  Contracts or options  on Futures might  not
correlate  perfectly  with  movements in  the  prices of  the  investments being
hedged. For example,  all participants  in the  Futures and  options on  Futures
markets  are subject to daily  variation margin calls and  might be compelled to
liquidate Futures  or  options on  Futures  positions whose  prices  are  moving
unfavorably  to avoid being  subject to further  calls. These liquidations could
increase price  volatility  of the  instruments  and distort  the  normal  price
relationship  between the Futures  or options and  the investments being hedged.
Also, because initial margin deposit requirements in the Futures market are less
onerous than  margin requirements  in  the securities  markets, there  might  be
increased   participation   by  speculators   in   the  Futures   markets.  This
participation  also  might  cause  temporary  price  distortions.  In  addition,
activities of large traders in both the Futures and securities markets involving
arbitrage,  "program trading"  and other  investment strategies  might result in
temporary price distortions.
 
OPTIONS ON FUTURES CONTRACTS
Options on Futures Contracts are similar to options on securities or  currencies
except that options on Futures Contracts give the purchaser the right, in return
for  the  premium paid,  to  assume a  position in  a  Futures Contract  (a long
position if the option is a call and a short position if the option is a put) at
a specified exercise price  at any time  during the period  of the option.  Upon
exercise  of the option, the  delivery of the Futures  position by the writer of
the option to the holder  of the option will be  accompanied by delivery of  the
accumulated balance in the writer's Futures margin account, which represents the
amount  by which the market price of  the Futures Contract, at exercise, exceeds
(in the case of  a call) or  is less than (in  the case of  a put) the  exercise
price  of the option on  the Futures Contract. If an  option is exercised on the
last trading day prior to the expiration date of the option, the settlement will
be made entirely in cash equal to  the difference between the exercise price  of
the  option and the  closing level of  the securities, currencies  or index upon
which the  Futures Contract  is  based on  the  expiration date.  Purchasers  of
options  who fail to exercise their options  prior to the exercise date suffer a
loss of the premium paid.
 
The purchase of  call options  on Futures  can serve as  a long  hedge, and  the
purchase  of put  options on Futures  can serve  as a short  hedge. Writing call
options on Futures can serve as a  limited short hedge, and writing put  options
on  Futures can serve as a limited long  hedge, using a strategy similar to that
used for writing options on securities, foreign currencies or indices.
 
If the Fund  writes an  option on  a Futures Contract,  it will  be required  to
deposit  initial and variation margin pursuant  to requirements similar to those
applicable to Futures Contracts. Premiums received from the writing of an option
on a Futures Contract are included in the initial margin deposit.
 
The Fund may seek to close out an option position by selling an option  covering
the  same Futures  Contract and  having the  same exercise  price and expiration
date. The  ability to  establish and  close  out positions  on such  options  is
subject to the maintenance of a liquid secondary market.
 
LIMITATIONS  ON  USE  OF FUTURES,  OPTIONS  ON  FUTURES AND  CERTAIN  OPTIONS ON
CURRENCIES
   
To the extent that  the Fund enters into  Futures Contracts, options on  Futures
Contracts,  and  options  on  foreign  currencies  traded  on  a  CFTC-regulated
exchange, in each case other than for BONA FIDE hedging purposes (as defined  by
the CFTC), the aggregate initial margin and premiums required to establish those
positions  (excluding the amount  by which options  are "in-the-money") will not
exceed 5% of the  liquidation value of the  Fund's portfolio, after taking  into
account  unrealized profits and unrealized losses  on any contracts the Fund has
entered  into.  In   general,  a   call  option   on  a   Futures  Contract   is
"in-the-money"if  the  value  of  the underlying  Futures  Contract  exceeds the
strike, i.e., exercise, price of the call; a put option on a Futures Contract is
"in-the-money" if the value  of the underlying Futures  Contract is exceeded  by
the  strike price of  the put. This  guideline may be  modified by the Company's
Board of Directors without  a shareholder vote. This  limitation does not  limit
the percentage of the Fund's assets at risk to 5%.
    
 
FORWARD CONTRACTS
A  Forward Contract is an obligation, usually arranged with a commercial bank or
other currency dealer, to purchase or  sell a currency against another  currency
at  a future date and price  as agreed upon by the  parties. The Fund either may
accept or make delivery of the currency at the maturity of the Forward Contract.
The Fund may also, if its contra  party agrees, prior to maturity, enter into  a
closing transaction involving the purchase or sale of an offsetting contract.
 
The  Fund engages  in forward  currency transactions  in anticipation  of, or to
protect itself against, fluctuations  in exchange rates. The  Fund might sell  a
particular   foreign  currency  forward,  for   example,  when  it  holds  bonds
denominated in a
 
                  Statement of Additional Information Page 13
<PAGE>
                          AIM DEVELOPING MARKETS FUND
foreign currency but anticipates, and seeks  to be protected against, a  decline
in the currency against the U.S. dollar. Similarly, the Fund might sell the U.S.
dollar  forward when it holds bonds denominated in U.S. dollars but anticipates,
and seeks to  be protected against,  a decline  in the U.S.  dollar relative  to
other  currencies. Further, the Fund might  purchase a currency forward to "lock
in" the price  of securities denominated  in that currency  that it  anticipates
purchasing.
 
   
Forward  Contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A Forward
Contract generally has no deposit requirement and no commissions are charged  at
any stage for trades. The Fund will enter into such Forward Contracts with major
U.S.  or foreign banks and securities or currency dealers in accordance with the
guidelines approved by the Company's Board of Directors.
    
 
The Fund  may enter  into  Forward Contracts  either  with respect  to  specific
transactions  or with  respect to  the Fund's  portfolio positions.  The precise
matching of the Forward  Contract amounts and the  value of specific  securities
generally  will not be possible  because the future value  of such securities in
foreign currencies will change as a consequence of market movements in the value
of those securities between  the date the Forward  Contract is entered into  and
the  date it matures. Accordingly, it may  be necessary for the Fund to purchase
additional foreign  currency on  the  spot (I.E.,  cash)  market (and  bear  the
expense  of such purchase) if the market value  of the security is less than the
amount of foreign currency the Fund is obligated to deliver and if a decision is
made to sell the security and make delivery of the foreign currency. Conversely,
it may be necessary to sell on the spot market some of the foreign currency  the
Fund  is  obligated to  deliver. The  projection  of short-term  currency market
movements is extremely difficult, and  the successful execution of a  short-term
hedging  strategy is highly  uncertain. Forward Contracts  involve the risk that
anticipated currency movements  will not  be predicted  accurately, causing  the
Fund to sustain losses on these contracts and transaction costs.
 
At  or before the  maturity of a Forward  Contract requiring the  Fund to sell a
currency, the  Fund  either may  sell  a portfolio  security  and use  the  sale
proceeds  to make delivery of the currency or retain the security and offset its
contractual obligation to deliver the  currency by purchasing a second  contract
pursuant  to which  the Fund will  obtain, on  the same maturity  date, the same
amount of the currency that it is obligated to deliver. Similarly, the Fund  may
close  out a Forward Contract  requiring it to purchase  a specified currency by
entering into a  second contract, if  its contra party  agrees, entitling it  to
sell  the same  amount of the  same currency on  the maturity date  of the first
contract. The Fund would  realize a gain  or loss as a  result of entering  into
such  an offsetting Forward Contract under either circumstance to the extent the
exchange rate  or  rates  between  the currencies  involved  moved  between  the
execution dates of the first contract and the offsetting contract.
 
The  cost to the Fund of engaging  in Forward Contracts varies with factors such
as the currencies  involved, the length  of the contract  period and the  market
conditions  then prevailing. Because Forward  Contracts usually are entered into
on a principal basis, no  fees or commissions are  involved. The use of  Forward
Contracts  does  not  eliminate fluctuations  in  the prices  of  the underlying
securities the Fund owns or intends to acquire, but it does establish a rate  of
exchange in advance. In addition, while Forward Contract sales limit the risk of
loss due to a decline in the value of the hedged currencies, they also limit any
potential gain that might result should the value of the currencies increase.
 
FOREIGN CURRENCY STRATEGIES -- SPECIAL CONSIDERATIONS
The  Fund may use options on  foreign currencies, Futures on foreign currencies,
options on Futures on foreign currencies and Forward Contracts to hedge  against
movements in the values of the foreign currencies in which the Fund's securities
are  denominated. Such currency hedges can  protect against price movements in a
security that  the Fund  owns or  intends to  acquire that  are attributable  to
changes  in the value of the currency in which it is denominated. Such hedges do
not, however,  protect  against  price  movements in  the  securities  that  are
attributable to other causes.
 
The  Fund  might seek  to hedge  against changes  in the  value of  a particular
currency when no  Futures Contract,  Forward Contract or  option involving  that
currency  is available or one  of such contracts is  more expensive than certain
other contracts. In such  cases, the Fund may  hedge against price movements  in
that  currency by  entering into  a contract  on another  currency or  basket of
currencies, the values of  which the Sub-adviser believes  will have a  positive
correlation  to the value of the currency  being hedged. The risk that movements
in the price of the contract will not correlate perfectly with movements in  the
price of the currency being hedged is magnified when this strategy is used.
 
The value of Futures Contracts, options on Futures Contracts, Forward Contracts,
and  options  on  foreign currencies  depends  on  the value  of  the underlying
currency relative  to the  U.S. dollar.  Because foreign  currency  transactions
occurring  in the  interbank market  might involve  substantially larger amounts
than those  involved in  the  use of  Futures  Contracts, Forward  Contracts  or
options,  the  Fund could  be disadvantaged  by  dealing in  the odd  lot market
(generally
 
                  Statement of Additional Information Page 14
<PAGE>
                          AIM DEVELOPING MARKETS FUND
consisting of transactions of less than  $1 million) for the underlying  foreign
currencies at prices that are less favorable than for round lots.
 
There is no systematic reporting of last sale information for foreign currencies
or  any  regulatory requirements  that quotations  available through  dealers or
other market sources be firm or revised on a timely basis. Quotation information
generally is representative of very  large transactions in the interbank  market
and  thus  might not  reflect  odd-lot transactions  where  rates might  be less
favorable.  The   interbank  market   in  foreign   currencies  is   a   global,
round-the-clock  market. To the  extent the U.S. options  or Futures markets are
closed while the markets for the underlying currencies remain open,  significant
price  and rate movements might take place in the underlying markets that cannot
be reflected in  the markets  for the Futures  contracts or  options until  they
reopen.
 
Settlement of Futures Contracts, Forward Contracts and options involving foreign
currencies  might  be required  to  take place  within  the country  issuing the
underlying currency. Thus, the Fund might be required to accept or make delivery
of the  underlying foreign  currency  in accordance  with  any U.S.  or  foreign
regulations  regarding the maintenance  of foreign banking  arrangements by U.S.
residents and might be  required to pay any  fees, taxes and charges  associated
with such delivery assessed in the issuing country.
 
COVER
Transactions  using Forward Contracts, Futures Contracts and options (other than
options purchased  by the  Fund) expose  the Fund  to an  obligation to  another
party.  The Fund will not enter into any such transactions unless it owns either
(1) an  offsetting  ("covered") position  in  securities, currencies,  or  other
options,  Forward Contracts or  Futures Contracts, or  (2) cash, receivables and
short-term debt securities  with a value  sufficient at all  times to cover  its
potential obligations not covered as provided in (1) above. The Fund will comply
with SEC guidelines regarding cover for these instruments and, if the guidelines
so require, set aside cash or liquid securities.
 
Assets  used as cover or  held in a segregated account  cannot be sold while the
position in the corresponding  Forward Contract, Futures  Contract or option  is
open, unless they are replaced with other appropriate assets. If a large portion
of  the Fund's assets are used for cover or otherwise set aside, it could affect
portfolio management or the Fund's ability to meet redemption requests or  other
current obligations.
 
- --------------------------------------------------------------------------------
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
ILLIQUID SECURITIES
The  Fund  may  invest up  to  15% of  its  net assets  in  illiquid securities.
Securities may  be considered  illiquid  if the  Fund cannot  reasonably  expect
within seven days to sell the security for approximately the amount at which the
Fund  values such securities.  The sale of  illiquid securities, if  they can be
sold at all,  generally will require  more time and  result in higher  brokerage
charges  or dealer discounts and other selling  expenses than the sale of liquid
securities, such as securities eligible for trading on U.S. securities exchanges
or in the over-the-counter markets. Moreover, restricted securities which may be
illiquid for purposes  of this limitation,  often sell,  if at all,  at a  price
lower than similar securities that are not subject to restrictions on resale.
 
Illiquid  securities include those that are subject to restrictions contained in
the securities  laws of  other countries.  However, securities  that are  freely
marketable  in the country where  they are principally traded,  but would not be
freely marketable in the United States,  will not be considered illiquid.  Where
registration  is required, the Fund  may be obligated to pay  all or part of the
registration expenses and a considerable period  may elapse between the time  of
the  decision to sell and the time the  Fund may be permitted to sell a security
under an effective  registration statement.  If, during such  a period,  adverse
market  conditions were to develop, the Fund might obtain a less favorable price
than prevailed when it decided to sell.
 
Not  all  restricted  securities   are  illiquid.  In   recent  years  a   large
institutional   market  has  developed  for  certain  securities  that  are  not
registered under the Securities Act of 1933, as amended ("1933 Act"),  including
private  placements, repurchase agreements, commercial paper, foreign securities
and corporate bonds and notes. These instruments are often restricted securities
because the  securities are  sold in  transactions not  requiring  registration.
Institutional investors generally will not
 
                  Statement of Additional Information Page 15
<PAGE>
                          AIM DEVELOPING MARKETS FUND
seek  to sell these  instruments to the  general public, but  instead will often
depend either on an  efficient institutional market  in which such  unregistered
securities can be readily resold or on an issuer's ability to honor a demand for
repayment.  Therefore, the fact that there are contractual or legal restrictions
on resale to the  general public or certain  institutions is not dispositive  of
the liquidity of such investments.
 
Rule  144A under the 1933 Act establishes  a "safe harbor" from the registration
requirements of the  1933 Act  for resales  of certain  securities to  qualified
institutional  buyers.  Institutional  markets  for  restricted  securities have
developed as a result of Rule 144A, providing both readily ascertainable  values
for  restricted securities and the ability to liquidate an investment to satisfy
share redemption orders. Such markets include automated systems for the trading,
clearance and  settlement of  unregistered securities  of domestic  and  foreign
issuers,  such as  the PORTAL  System sponsored  by the  National Association of
Securities Dealers,  Inc.  An  insufficient number  of  qualified  institutional
buyers interested in purchasing Rule 144A-eligible restricted securities held by
the  Fund, however, could  affect adversely the  marketability of such portfolio
securities and the Fund might be  unable to dispose of such securities  promptly
or at favorable prices.
 
   
With  respect  to liquidity  determinations  generally, the  Company's  Board of
Directors has  the  ultimate  responsibility for  determining  whether  specific
securities, including restricted securities pursuant to Rule 144A under the 1933
Act,  are liquid  or illiquid.  The Board has  delegated the  function of making
day-to-day determinations of  liquidity to  the Sub-adviser  in accordance  with
procedures approved by the Board. The Sub-adviser takes into account a number of
factors  in reaching liquidity decisions, including (i) the frequency of trading
in the security, (ii) the  number of dealers who  make quotes for the  security,
(iii)  the  number  of dealers  who  have undertaken  to  make a  market  in the
security, (iv) the number  of other potential purchasers  and (v) the nature  of
the  security and  how trading is  effected (e.g.,  the time needed  to sell the
security,  how  offers  are  solicited  and  the  mechanics  of  transfer).  The
Sub-adviser  monitors the  liquidity of securities  in the  Fund's portfolio and
periodically  reports  such  determinations  to  the  Board.  If  the  liquidity
percentage  restriction of a the Fund is  satisfied at the time of investment, a
later increase  in  the percentage  of  illiquid  securities held  by  the  Fund
resulting  from  a  change in  market  value  or assets  will  not  constitute a
violation of that restriction.  If as a  result of a change  in market value  or
assets,  the percentage of illiquid securities  held by the Fund increases above
the applicable limit, the Sub-adviser will  take appropriate steps to bring  the
aggregate  amount of illiquid  assets back within  the prescribed limitations as
soon  as  reasonably  practicable,  taking  into  account  the  effect  of   any
disposition on the Fund.
    
 
FOREIGN SECURITIES
    POLITICAL,  SOCIAL AND ECONOMIC  RISKS. Investing in  securities of non-U.S.
companies may entail additional risks due to the potential political, social and
economic instability  of  certain  countries and  the  risks  of  expropriation,
nationalization,  confiscation  or  the imposition  of  restrictions  on foreign
investment, convertibility of currencies into  U.S. dollars and on  repatriation
of  capital invested.  In the  event of  such expropriation,  nationalization or
other confiscation by any country, the Fund could lose its entire investment  in
any such country.
 
In  addition, even  though opportunities  for investment  may exist  in emerging
markets, any change in  the leadership or policies  of the governments of  those
countries  or  in  the leadership  or  policies  of any  other  government which
exercises a significant influence over  those countries, may halt the  expansion
of  or reverse the  liberalization of foreign  investment policies now occurring
and thereby eliminate any investment opportunities which may currently exist.
 
Investors should note that upon the accession to power of authoritarian regimes,
the governments of a number of Latin American countries previously  expropriated
large  quantities of  real and personal  property similar to  the property which
will be  represented by  the securities  purchased by  the Fund.  The claims  of
property  owners against those governments were never finally settled. There can
be no assurance  that any property  represented by securities  purchased by  the
Fund  will not also be expropriated,  nationalized, or otherwise confiscated. If
such confiscation were to  occur, the Fund could  lose its entire investment  in
such  countries. The Fund's investments would similarly be adversely affected by
exchange control regulation in any of those countries.
 
    RELIGIOUS AND  ETHNIC STABILITY.  Certain countries  in which  the Fund  may
invest  may  have  groups  that  advocate  radical  religious  or  revolutionary
philosophies or support ethnic independence. Any disturbance on the part of such
individuals could carry the potential for widespread destruction or confiscation
of property owned by individuals and entities foreign to such country and  could
cause the loss of the Fund's investment in those countries. Instability may also
result  from,  among other  things,  (i) authoritarian  governments  or military
involvement in  political and  economic  decision-making, including  changes  in
government  through extra-constitutional  means, (ii)  popular unrest associated
with demands for improved  political, economic and  social conditions and  (iii)
hostile  relations with neighboring  or other countries.  Such political, social
and economic instability could disrupt the principal financial markets in  which
the Fund invests and adversely affect the value of the Fund's assets.
 
                  Statement of Additional Information Page 16
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
    FOREIGN  INVESTMENT  RESTRICTIONS.  Certain  countries  prohibit  or  impose
substantial restrictions on investments  in their capital markets,  particularly
their  equity markets, by foreign entities  such as the Fund. These restrictions
or controls may at times limit or preclude investment in certain securities  and
may  increase the cost and expenses of  the Fund. For example, certain countries
require prior governmental approval before investments by foreign persons may be
made or may limit the  amount of investment by  foreign persons in a  particular
company,  or limit the investment by foreign persons to only a specific class of
securities of a company that may have less advantageous terms than securities of
the company available for purchase by nationals. Moreover, the national policies
of certain  countries  may  restrict  investment  opportunities  in  issuers  or
industries  deemed sensitive to national  interests. In addition, some countries
require governmental approval for the repatriation of investment income, capital
or the  proceeds  of  securities sales  by  foreign  investors. If  there  is  a
deterioration in a country's balance of payments or for other reasons, a country
may impose restrictions on foreign capital remittances abroad. The Fund could be
adversely   affected  by  delays  in,  or  a  refusal  to  grant,  any  required
governmental approval for repatriation, as well  as by the application to it  of
other restrictions on investments.
 
    NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL
REGULATION.  Foreign companies are subject to accounting, auditing and financial
standards and requirements that  differ in some  cases significantly from  those
applicable to U.S. companies. In particular, the assets, liabilities and profits
appearing  on the  financial statements  of such a  company may  not reflect its
financial position or results of operations  in the way they would be  reflected
had  such financial statements  been prepared in  accordance with U.S. generally
accepted accounting principles. Most of the securities held by the Fund will not
be registered with the SEC  or regulators of any  foreign country, nor will  the
issuers thereof be subject to the SEC's reporting requirements. Thus, there will
be less available information concerning most foreign issuers of securities held
by  the Fund than is  available concerning U.S. issuers.  In instances where the
financial statements  of an  issuer are  not deemed  to reflect  accurately  the
financial  situation of the issuer, the  Sub-adviser will take appropriate steps
to evaluate the proposed investment, which may include on-site inspection of the
issuer, interviews  with  its  management and  consultations  with  accountants,
bankers  and other specialists.  There is substantially  less publicly available
information about foreign companies than there are reports and ratings published
about U.S.  companies  and  the  U.S.  government.  In  addition,  where  public
information  is  available,  it  may  be  less  reliable  than  such information
regarding U.S.  issuers.  Issuers of  securities  on foreign  jurisdictions  are
generally  not subject to the same degree of regulation as are U.S. issuers with
respect to such matters as restrictions on market manipulation, insider  trading
rules, shareholder proxy requirements and timely disclosure of information.
 
    CURRENCY  FLUCTUATIONS. Because  the Fund, under  normal circumstances, will
invest a substantial portion  of its total assets  in the securities of  foreign
issuers which are denominated in foreign currencies, the strength or weakness of
the  U.S. dollar against  such foreign currencies  will account for  part of the
Fund's investment performance. A decline in the value of any particular currency
against the U.S. dollar  will cause a  decline in the U.S.  dollar value of  the
Fund's  holdings  of  securities  and cash  denominated  in  such  currency and,
therefore, will cause an overall decline in  the Fund's net asset value and  any
net  investment  income and  capital gains  derived from  such securities  to be
distributed in U.S. dollars to shareholders of the Fund. Moreover, if the  value
of  the foreign currencies in which the  Fund receives its income falls relative
to the  U.S.  dollar between  receipt  of the  income  and the  making  of  Fund
distributions, the Fund may be required to liquidate securities in order to make
distributions  if  the  Fund  has  insufficient cash  in  U.S.  dollars  to meet
distribution requirements.
 
The rate of exchange between the U.S. dollar and other currencies is  determined
by  several factors including  the supply and  demand for particular currencies,
central bank efforts to support particular currencies, the movement of  interest
rates,  the pace of business activity in  certain other countries and the United
States, and other economic and financial conditions affecting the world economy.
 
Although the Fund values its assets daily in terms of U.S. dollars, it does  not
intend  to convert  its holdings  of foreign currencies  into U.S.  dollars on a
daily basis. The  Fund will do  so from time  to time, and  investors should  be
aware  of the costs of currency conversion. Although foreign exchange dealers do
not charge  a  fee  for conversion,  they  do  realize a  profit  based  on  the
difference  ("spread") between the  prices at which they  are buying and selling
various currencies. Thus, a dealer may offer  to sell a foreign currency to  the
Fund  at one  rate, while  offering a  lesser rate  of exchange  should the Fund
desire to sell that currency to the dealer.
 
    ADVERSE MARKET CHARACTERISTICS.  Securities of many  foreign issuers may  be
less  liquid and their  prices more volatile than  securities of comparable U.S.
issuers. In  addition,  foreign securities  markets  and brokers  generally  are
subject  to  less governmental  supervision and  regulation  than in  the United
States  and  foreign  securities  transactions  usually  are  subject  to  fixed
commissions,  which  generally are  higher than  negotiated commissions  on U.S.
transactions. In addition, foreign
 
                  Statement of Additional Information Page 17
<PAGE>
                          AIM DEVELOPING MARKETS FUND
securities transactions  may  be subject  to  difficulties associated  with  the
settlement  of such transactions. Delays in settlement could result in temporary
periods when assets of the Fund are uninvested and no return is earned  thereon.
The  inability of the Fund to make intended security purchases due to settlement
problems could cause  the Fund  to miss attractive  opportunities. Inability  to
dispose  of a portfolio security due  to settlement problems either could result
in losses to  the Fund  due to  subsequent declines  in value  of the  portfolio
security or, if the Fund has entered into a contract to sell the security, could
result  in possible  liability to the  purchaser. The  Sub-adviser will consider
such difficulties when determining the allocation of the Fund's assets, although
the Sub-adviser does  not believe that  such difficulties will  have a  material
adverse effect on the Fund's portfolio trading activities.
 
The  Fund may  use foreign  custodians, which may  involve risks  in addition to
those related to the  use of U.S. custodians.  Such risks include  uncertainties
relating  to (i) determining  and monitoring the  financial strength, reputation
and standing of the foreign  custodian, (ii) maintaining appropriate  safeguards
to  protect the Fund's investments and  (iii) possible difficulties in obtaining
and enforcing judgments against such custodians.
 
    WITHHOLDING TAXES.  The  Fund's net  investment  income from  securities  of
foreign  issuers may  be subject  to withholding  taxes by  the foreign issuer's
country, thereby reducing that  income or delaying the  receipt of income  where
those taxes may be recaptured. See "Taxes."
 
    CONCENTRATION.  To the extent the Fund  invests a significant portion of its
assets in securities of issuers located in a particular country or region of the
world, it may be subject to greater risks and may experience greater  volatility
than a fund that is more broadly diversified geographically.
 
    SPECIAL  CONSIDERATIONS  AFFECTING  EMERGING  MARKETS.  Investing  in equity
securities of  companies  in emerging  markets  may entail  greater  risks  than
investing  in equity securities in developed  countries. These risks include (i)
less social, political and  economic stability; (ii) the  small current size  of
the  markets for such securities and the  currently low or nonexistent volume of
trading, which result in  a lack of liquidity  and in greater price  volatility;
(iii)  certain  national  policies  which  may  restrict  the  Fund's investment
opportunities, including  restrictions on  investment in  issuers or  industries
deemed  sensitive  to national  interests; (iv)  foreign  taxation; and  (v) the
absence of  developed  structures governing  private  or foreign  investment  or
allowing for judicial redress for injury to private property.
 
Investing  in the securities of companies in emerging markets may entail special
risks relating to potential political and economic instability and the risks  of
expropriation,  nationalization, confiscation or  the imposition of restrictions
on foreign investment, convertibility into  U.S. dollars and on repatriation  of
capital  invested. In the event of  such expropriation, nationalization or other
confiscation by any country,  the Fund could lose  its entire investment in  any
such country.
 
Emerging  securities  markets are  substantially  smaller, less  developed, less
liquid and more volatile than the major securities markets. The limited size  of
emerging securities markets and limited trading value in issuers compared to the
volume  of  trading in  U.S. securities  could  cause prices  to be  erratic for
reasons apart  from factors  that  affect the  quality  of the  securities.  For
example, limited market size may cause prices to be unduly influenced by traders
who  control  large  positions. Adverse  publicity  and  investors' perceptions,
whether or  not  based on  fundamental  analysis,  may decrease  the  value  and
liquidity  of portfolio  securities, especially  in these  markets. In addition,
securities traded in certain emerging markets may be subject to risks due to the
inexperience of financial intermediaries, a lack of modern technology, the  lack
of  a sufficient capital base to expand business operations, and the possibility
of permanent or temporary termination of trading.
 
Settlement mechanisms in emerging securities  markets may be less efficient  and
reliable  than in more developed markets.  In such emerging securities there may
be share registration and delivery delays or failures.
 
   
Many emerging market countries have experienced substantial, and in some periods
extremely  high,  rates  of  inflation  for  many  years.  Inflation  and  rapid
fluctuations in inflation rates and corresponding currency devaluations have had
and  may  continue to  have  negative effects  on  the economies  and securities
markets of certain emerging market countries.
    
 
    SPECIAL CONSIDERATIONS  AFFECTING  RUSSIA AND  EASTERN  EUROPEAN  COUNTRIES.
Investing  in Russia  and Eastern European  countries involves a  high degree of
risk and special considerations not  typically associated with investing in  the
U.S.  securities markets and should be considered highly speculative. Such risks
include the following: (1) delays in settling portfolio transactions and risk of
loss arising out of the system of  share registration and custody; (2) the  risk
that  it may be impossible  or more difficult than  in other countries to obtain
and/or enforce a  judgement; (3) pervasiveness  of corruption and  crime in  the
economic system; (4) currency exchange rate volatility and the lack of available
currency  hedging instruments; (5) higher rates of inflation (including the risk
of  social  unrest  associated  with   periods  of  hyper-inflation)  and   high
unemployment; (6) controls on foreign investment and local practices disfavoring
foreign investors and limitations
 
                  Statement of Additional Information Page 18
<PAGE>
                          AIM DEVELOPING MARKETS FUND
   
on  repatriation of invested  capital, profits and dividends,  and on the Fund's
ability to exchange local currencies for U.S. dollars; (7) political instability
and social unrest and violence; (8) the risk that the governments of Russia  and
Eastern  European countries may  decide not to continue  to support the economic
reform programs  implemented  recently  and  could  follow  radically  different
political  and/or  economic policies  to the  detriment of  investors, including
non-market-oriented policies such as  the support of  certain industries at  the
expense  of other  sectors or  investors, or a  return to  the centrally planned
economy that existed when such countries had a communist form of government; (9)
the financial condition of companies in these countries, including large amounts
of inter-company debt which  may create a payments  crisis on a national  scale;
(10)  dependency on  exports and  the corresponding  importance of international
trade; (11) the risk that the tax system in these countries will not be reformed
to prevent inconsistent,  retroactive and/or exorbitant  taxation; and (12)  the
underdeveloped nature of the securities markets.
    
 
    SPECIAL  CONSIDERATIONS AFFECTING  PACIFIC REGION COUNTRIES.  Certain of the
risks associated with international  investments are heightened for  investments
in  Pacific region  countries. For  example, some  of the  currencies of Pacific
region countries  have  experienced steady  devaluations  relative to  the  U.S.
dollar,  and major  adjustments have been  made periodically in  certain of such
currencies. Certain countries, such as India, face serious exchange constraints.
 
Many of the Asia Pacific region countries may be subject to a greater degree  of
social,  political  and economic  instability  than is  the  case in  the United
States. Such instability may result from, among other things, the following: (i)
authoritarian governments  or military  involvement  in political  and  economic
decision  making, and changes in  government through extra-constitutional means;
(ii) popular unrest associated with demands for improved political, economic and
social conditions;  (iii) internal  insurgencies;  (iv) hostile  relations  with
neighboring  countries; and (v) ethnic,  religious and racial disaffection. Such
social, political  and  economic  instability could  significantly  disrupt  the
principal  financial markets in which the  Fund invests and adversely affect the
value of  the  Fund's  assets.  In  addition,  asset  expropriations  or  future
confiscatory levels of taxation possibly may affect the Fund.
 
Several  of the  Asia Pacific region  countries have,  or in the  past have had,
hostile relationships  with neighboring  nations  or have  experienced  internal
insurgency.  Thailand has experienced  border conflicts with  Laos and Cambodia,
and India is engaged in border disputes with several of its neighbors, including
China and Pakistan. An uneasy truce exists between North Korea and South  Korea,
and the recurrence of hostilities remains possible. Reunification of North Korea
and  South Korea could have a detrimental  effect on the economy of South Korea.
Also, China  continues  to  claim  sovereignty  over  Taiwan  and  recently  has
conducted military maneuvers near Taiwan.
 
The economies of most of the Asia Pacific region countries are heavily dependent
upon  international  trade  and  are accordingly  affected  by  protective trade
barriers and the economic conditions of their trading partners, principally  the
United  States, Japan,  China and the  European Community. The  enactment by the
United States  or  other  principal  trading  partners  of  protectionist  trade
legislation,  reduction of foreign investment in the local economies and general
declines in  the  international  securities markets  could  have  a  significant
adverse effect upon the securities markets of the Asia Pacific region countries.
In  addition,  the  economies of  some  of  the Asia  Pacific  region countries,
Australia and Indonesia, for example, are vulnerable to weakness in world prices
for their commodity exports, including crude oil.
 
China recently assumed sovereignty over Hong  Kong in July 1997. Although  China
has  committed by treaty to preserve the economic and social freedoms enjoyed in
Hong Kong for fifty years, the continuation of the current form of the  economic
system  in Hong Kong will  depend on the actions of  the government of China. In
addition, such assumption of sovereignty has increased sensitivity in Hong  Kong
to  political developments and  statements by public  figures in China. Business
confidence in  Hong  Kong, therefore,  can  be significantly  affected  by  such
developments  and  statements, which  in turn  can  affect markets  and business
performance.
 
In addition, the Chinese  sovereignty over Hong Kong  also presents a risk  that
the  Hong Kong dollar will  be devalued and a risk  of possible loss of investor
confidence in the Hong Kong markets and dollar. However, factors exist that  are
likely to mitigate this risk. First, China has stated its intention to implement
a  "one country, two systems" policy,  which would preserve monetary sovereignty
and leave control in the hands of the Hong Kong Monetary Authority ("HKMA").
 
Second, fixed  rate  parity  with  the  U.S.  dollar  is  seen  as  critical  to
maintaining  investors'  confidence  in  the transition  to  Chinese  rule, and,
therefore, it is anticipated that, if international investors lose confidence in
Hong Kong  dollar assets,  the HKMA  would intervene  to support  the  currency,
though  such  intervention cannot  be assured.  Third,  Hong Kong's  and China's
sizable combined foreign exchange  reserve may be used  to support the value  of
the Hong Kong dollar, provided that China does not appropriate such reserves for
other uses, which is not anticipated but cannot be assured. Finally, China would
be  likely to experience significant adverse political and economic consequences
if confidence  in the  Hong Kong  dollar and  the territory  assets were  to  be
endangered.
 
                  Statement of Additional Information Page 19
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
    SPECIAL  CONSIDERATIONS  AFFECTING  LATIN  AMERICAN  COUNTRIES.  Most  Latin
American countries have experienced substantial,  and in some periods  extremely
high,  rates of  inflation for many  years. Inflation and  rapid fluctuations in
inflation rates have had and may continue  to have very negative effects on  the
economies  and securities markets  of certain Latin  American countries. Certain
Latin American countries are also among the largest debtors to commercial  banks
and foreign governments. At times certain Latin American countries have declared
moratoria  on  the payment  of principal  and/or interest  on external  debt. In
addition, certain  Latin  American  securities  markets  have  experienced  high
volatility in recent years.
 
Latin  American countries may  also close certain sectors  of their economies to
equity investments  by foreigners.  Further  due to  the absence  of  securities
markets  and  publicly  owned corporations  and  due to  restrictions  on direct
investment by foreign entities,  investments may only be  made in certain  Latin
American   countries  solely   or  primarily   through  governmentally  approved
investment vehicles or companies.
 
Certain Latin American countries may have managed currencies that are maintained
at artificial levels to the U.S. dollar rather than at levels determined by  the
market.  This type  of system can  lead to  sudden and large  adjustments in the
currency which, in turn,  can have a disruptive  and negative effect on  foreign
investors.  For example, in late  1994, the value of  the Mexican peso lost more
than one-third of its value relative to the U.S. dollar.
 
    SOVEREIGN DEBT. Sovereign Debt generally offers high yields, reflecting  not
only  perceived  credit risk,  but also  the  need to  compete with  other local
investments in domestic financial markets. Certain Latin American countries  are
among  the  largest  debtors  to commercial  banks  and  foreign  governments. A
sovereign debtor's willingness or ability to repay principal and interest due in
a timely  manner  may  be  affected  by, among  other  factors,  its  cash  flow
situation,  the extent of  its foreign reserves,  the availability of sufficient
foreign exchange on the  date a payment  is due, the relative  size of the  debt
service  burden to the economy as a whole, the sovereign debtor's policy towards
the International  Monetary  Fund  and  the political  constraints  to  which  a
sovereign  debtor  may  be  subject.  Sovereign  debtors  may  default  on their
Sovereign  Debt.  Sovereign   debtors  may   also  be   dependent  on   expected
disbursements  from foreign governments, multilateral agencies and others abroad
to reduce principal and interest arrearages on their debt. The commitment on the
part of these governments, agencies and others to make such disbursements may be
conditioned on a  sovereign debtor's implementation  of economic reforms  and/or
economic  performance  and  the  timely service  of  such  debtor's obligations.
Failure to implement such reforms,  achieve such levels of economic  performance
or  repay principal or interest when due, may result in the cancellation of such
third parties' commitments  to lend  funds to  the sovereign  debtor, which  may
further impair such debtor's ability or willingness to timely service its debts.
 
In  recent years, some of the Latin American countries in which the Fund expects
to invest have encountered difficulties in servicing their Sovereign Debt.  Some
of  these  countries  have withheld  payments  of interest  and/or  principal of
Sovereign Debt. These difficulties  have also led  to agreements to  restructure
external  debt obligations -- in particular, commercial bank loans, typically by
rescheduling principal  payments,  reducing  interest rates  and  extending  new
credits to finance interest payments on existing debt. In the future, holders of
Sovereign  Debt may be requested to participate in similar reschedulings of such
debt.
 
The ability  of Latin  American governments  to make  timely payments  on  their
Sovereign  Debt is likely  to be influenced  strongly by a  country's balance of
trade and its access to trade  and other international credits. A country  whose
exports  are concentrated in a few commodities  could be vulnerable to a decline
in the  international prices  of  one or  more  of such  commodities.  Increased
protectionism  on the part of a  country's trading partners could also adversely
affect its exports.
 
    NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL
REGULATION. Foreign companies are subject to accounting, auditing and  financial
standards  and requirements that differ, in some cases significantly, from those
applicable to U.S. companies. In particular, the assets, liabilities and profits
appearing on the  financial statements  of such a  company may  not reflect  its
financial  position or results of operations in  the way they would be reflected
had such financial statements  been prepared in  accordance with U.S.  generally
accepted  accounting principles. Most of the foreign securities held by the Fund
will not be registered with  the SEC or regulators  of any foreign country,  nor
will  the issuers thereof be subject  to the SEC's reporting requirements. Thus,
there will  be less  available information  concerning most  foreign issuers  of
securities  held  by the  Fund  than is  available  concerning U.S.  issuers. In
instances where the financial statements of an issuer are not deemed to  reflect
accurately  the financial  situation of  the issuer,  the Sub-adviser  will take
appropriate steps to evaluate the proposed investment, which may include on-site
inspection of the issuer, interviews with its management and consultations  with
accountants, bankers and other specialists. There is substantially less publicly
available information about foreign companies than there are reports and ratings
published  about  U.S. companies  and the  U.S.  government. In  addition, where
public information is available, it may  be less reliable than such  information
regarding  U.S. issuers. In addition, for companies that keep accounting records
in  local  currency,   inflation  accounting  rules   in  some  Latin   American
 
                  Statement of Additional Information Page 20
<PAGE>
                          AIM DEVELOPING MARKETS FUND
countries require, for both tax and accounting purposes, that certain assets and
liabilities be restated on the company's balance sheet in order to express items
in  terms of  currency of  constant purchasing  power. Inflation  accounting may
indirectly generate  losses or  profits. There  is substantially  less  publicly
available   information  about  foreign   companies,  including  Latin  American
companies, and  the  governments of  Latin  American countries  than  there  are
reports  and ratings  published about  U.S. companies  and the  U.S. government.
Issuers of securities in foreign jurisdictions are generally not subject to  the
same  degree of regulation as  are U.S. issuers with  respect to such matters as
restrictions on market  manipulation, insider trading  rules, shareholder  proxy
requirements and timely disclosure of information.
 
- --------------------------------------------------------------------------------
 
                             INVESTMENT LIMITATIONS
 
- --------------------------------------------------------------------------------
 
The  Fund's investment objectives may  not be changed without  the approval of a
majority of its outstanding voting securities. As defined in the 1940 Act and as
used in  this Statement  of Additional  Information a  "majority of  the  Fund's
outstanding  voting  securities"  means the  lesser  of  (i) 67%  of  the shares
represented at a meeting at  which more than 50%  of the outstanding shares  are
represented  and (ii) more than 50% of  the outstanding shares. In addition, the
Fund has adopted the following  fundamental investment limitations that may  not
be changed without approval of a majority of its outstanding voting securities.
 
The Fund may not:
 
        (1)  issue senior securities or borrow  money, except as permitted under
    the 1940 Act and then  not in excess of 33  1/3% of the Fund's total  assets
    (including   the  amount  borrowed  but   reduced  by  any  liabilities  not
    constituting borrowings) at the time of the borrowing, except that the  Fund
    may  borrow up to  an additional 5%  of its total  assets (not including the
    amount borrowed) for temporary or emergency purposes;
 
        (2) purchase any security if, as a result of that purchase, 25% or  more
    of the Fund's total assets would be invested in securities of issuers having
    their  principal business activities in the  same industry, except that this
    limitation does not  apply to securities  issued or guaranteed  by the  U.S.
    government, its agencies or instrumentalities;
 
        (3)  engage in the business of underwriting securities of other issuers,
    except to the extent that the Fund might be considered an underwriter  under
    the  federal securities laws in connection with its disposition of portfolio
    securities;
 
        (4) purchase or sell real estate, except that investments in  securities
    of  issuers that  invest in real  estate and  investments in mortgage-backed
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the  Fund may exercise rights under  agreements relating to such securities,
    including the right to  enforce security interests and  to hold real  estate
    acquired  by  reason  of such  enforcement  until  that real  estate  can be
    liquidated in an orderly manner;
 
   
        (5) purchase or sell  physical commodities, but  the Fund may  purchase,
    sell  or enter into financial options and futures, forward and spot currency
    contracts, swap  transactions and  other financial  contracts or  derivative
    instruments; or
    
 
        (6)  make loans, except through loans of portfolio securities or through
    repurchase agreements, provided  that for purposes  of this limitation,  the
    acquisition  of bonds, debentures, other  debt securities or instruments, or
    participations or  other interests  therein  and investments  in  government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan.
 
Notwithstanding any other investment policy of the Fund, the Fund may invest all
of   its  investable  assets  (cash,   securities  and  receivables  related  to
securities) in an  open-end management investment  company having  substantially
the same investment objective, policies and limitations as the Fund.
 
For purposes of the concentration policy of the Fund contained in limitation (2)
above,  the Fund intends to  comply with the SEC  staff position that securities
issued or guaranteed  as to  principal and interest  by any  one single  foreign
government,  or  by  all  supranational  organizations  in  the  aggregate,  are
considered to be securities of issuers in the same industry.
 
                  Statement of Additional Information Page 21
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
   
In addition, to  comply with  federal tax  requirements for  qualification as  a
"regulated  investment company" ("RIC"), the  Fund's investments will be limited
so that, at the close of each quarter of its taxable year, (a) not more than 25%
of the value of its total assets  is invested in the securities (other than  U.S
government securities or the securities of other RICs) of any one issuer and (b)
at  least 50% of the value  of its total assets is  represented by cash and cash
items,  U.S.  government  securities,  securities   of  other  RICs  and   other
securities,  with these other securities limited,  in respect of any one issuer,
to an amount that does not exceed 5%  of the value of its total assets and  that
does  not represent more than 10%  of the issuer's outstanding voting securities
("Diversification Requirements"). These tax-related  limitations may be  changed
by  the Company's  Board of  Directors to  the extent  necessary to  comply with
changes to applicable tax requirements.
    
 
   
The following investment policy of the Fund is not a fundamental policy and  may
be  changed  by vote  of the  Company's Board  of Directors  without shareholder
approval: The Fund  will not purchase  securities on margin,  provided that  the
Fund  may obtain  short-term credits  as may be  necessary for  the clearance of
purchases and sales of securities, and  further provided that the Fund may  make
margin  deposits in  connection with its  use of financial  options and futures,
forward and  spot  currency contracts,  swap  transactions and  other  financial
contracts or derivative instruments.
    
 
                  Statement of Additional Information Page 22
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                             EXECUTION OF PORTFOLIO
                                  TRANSACTIONS
 
- --------------------------------------------------------------------------------
 
   
Subject  to  policies  established  by the  Company's  Board  of  Directors, the
Sub-adviser  is  responsible   for  the  execution   of  the  Fund's   portfolio
transactions  and the selection of  broker/dealers who execute such transactions
on behalf  of the  Fund. In  executing portfolio  transactions, the  Sub-adviser
seeks the best net results for the Fund, taking into account such factors as the
price  (including the applicable brokerage commission or dealer spread), size of
the order,  difficulty  of execution  and  operational facilities  of  the  firm
involved.  Although  the  Sub-adviser  generally  seeks  reasonably  competitive
commission rates and spreads, payment of the lowest commission or spread is  not
necessarily  consistent with the best net results.  While the Fund may engage in
soft dollar arrangements for research services, as described below, the Fund has
no obligation to deal with any  broker/dealer or group of broker/dealers in  the
execution of portfolio transactions.
    
 
Debt  securities generally are traded  on a "net" basis  with a dealer acting as
principal for its own account without a stated commission, although the price of
the security  usually  includes  a  profit  to  the  dealer.  U.S.  and  foreign
government  securities and money market instruments  generally are traded in the
OTC markets. In underwritten  offerings, securities usually  are purchased at  a
fixed  price which  includes an  amount of  compensation to  the underwriter. On
occasion, securities may be purchased directly from an issuer, in which case  no
commissions  or discounts  are paid.  Broker/dealers may  receive commissions on
futures, currency and options transactions.
 
Consistent with the interests of the Fund, the Sub-adviser may select brokers to
execute the Fund's  portfolio transactions,  on the  basis of  the research  and
brokerage  services they provide to the Sub-adviser  for its use in managing the
Fund and  its other  advisory  accounts. Such  services may  include  furnishing
analyses,  reports and  information concerning  issuers, industries, securities,
geographic  regions,  economic  factors  and  trends,  portfolio  strategy,  and
performance  of accounts;  and effecting securities  transactions and performing
functions incidental thereto  (such as clearance  and settlement). Research  and
brokerage  services received from  such brokers are  in addition to,  and not in
lieu of, the  services required  to be performed  by the  Sub-adviser under  the
investment  management and administration  contracts. A commission  paid to such
brokers may  be higher  than  that which  another  qualified broker  would  have
charged  for  effecting  the  same transaction,  provided  that  the Sub-adviser
determines in good faith that such  commission is reasonable in terms either  of
that  particular transaction or the overall responsibility of the Sub-adviser to
the Fund and its other clients and  that the total commissions paid by the  Fund
will  be reasonable in relation to the  benefits it received over the long term.
Research  services  may  also  be   received  from  dealers  who  execute   Fund
transactions in OTC markets.
 
The  Sub-adviser may allocate brokerage  transactions to broker/dealers who have
entered into arrangements under which  the broker/dealer allocates a portion  of
the  commissions paid by the Fund toward payment of the Fund's expenses, such as
transfer agent and custodian fees.
 
Investment decisions for the Fund and  for other investment accounts managed  by
the  Sub-adviser  are made  independently of  each other  in light  of differing
conditions. However, the same investment  decision occasionally may be made  for
two  or more of  such accounts including  the Fund. In  such cases, simultaneous
transactions may occur.  Purchases or sales  are then allocated  as to price  or
amount  in a manner deemed fair and equitable to all accounts involved. While in
some cases this practice could have a detrimental effect upon the price or value
of the security as far as the Fund is concerned, in other cases, the Sub-adviser
believes that coordination and the ability to participate in volume transactions
will be beneficial to the Fund.
 
   
Under a policy adopted by the Company's  Board of Directors, and subject to  the
policy  of  obtaining  the best  net  results,  the Sub-adviser  may  consider a
broker/dealer's sale of the shares of the Fund and the other funds for which AIM
or the Sub-adviser serves as investment manager in selecting brokers and dealers
for the  execution of  portfolio  transactions. This  policy  does not  imply  a
commitment  to execute  portfolio transactions  through all  broker/dealers that
sell shares of the Fund and such other funds.
    
 
The  Fund   contemplates   purchasing   most  foreign   equity   securities   in
over-the-counter  markets or stock  exchanges located in  the countries in which
the respective principal offices  of the issuers of  the various securities  are
located,  if that is  the best available  market. The fixed  commissions paid in
connection with most such foreign  stock transactions generally are higher  than
negotiated  commissions on U.S. transactions. There generally is less government
supervision and regulation
 
                  Statement of Additional Information Page 23
<PAGE>
                          AIM DEVELOPING MARKETS FUND
of foreign  stock exchanges  and  brokers than  in  the United  States.  Foreign
security  settlements may  in some  instances be  subject to  delays and related
administrative uncertainties.
 
Foreign equity securities may  be held by  the Fund in the  form of ADRs,  ADSs,
EDRs, GDRs, CDRs or securities convertible into foreign equity securities. ADRs,
ADSs, EDRs, GDRs and CDRs may be listed on stock exchanges, or traded in the OTC
markets  in the United  States or Europe, as  the case may  be. ADRs, like other
securities traded in the United States, will be subject to negotiated commission
rates. The foreign and domestic debt securities and money market instruments  in
which the Fund may invest generally are traded in the OTC markets.
 
   
The Fund contemplates that, consistent with the policy of obtaining the best net
results,  brokerage  transactions  may be  conducted  through  certain companies
affiliated with AIM or Sub-adviser. The Company's Board of Directors has adopted
procedures in conformity with Rule 17e-1 under  the 1940 Act to ensure that  all
brokerage  commissions paid  to such affiliates  are reasonable and  fair in the
context of the market in which they are operating. Any such transactions will be
effected and related compensation  paid only in  accordance with applicable  SEC
regulations.
    
 
For  the fiscal years  ended December 31,  1997, 1996 and  1995, the Predecessor
Fund  paid  aggregate  brokerage  commissions  of  $2,212,022,  $1,580,879   and
$1,311,090, respectively.
 
PORTFOLIO TRADING AND TURNOVER
The  Fund engages in  portfolio trading when the  Sub-adviser has concluded that
the sale of a security owned by the Fund and/or the purchase of another security
of better value can enhance principal and/or increase income. A security may  be
sold  to avoid  any prospective decline  in market  value, or a  security may be
purchased  in  anticipation  of  a  market  rise.  Consistent  with  the  Fund's
investment  objective, a  security also  may be  sold and  a comparable security
purchased coincidentally in order to take advantage of what is believed to be  a
disparity in the normal yield and price relationship between the two securities.
Although the Fund does not intend generally to trade for short-term profits, the
securities  in the Fund's portfolio will be sold whenever management believes it
is appropriate to  do so,  without regard  to the  length of  time a  particular
security  may have been held. Portfolio  turnover rate is calculated by dividing
the lesser of sales or purchases  of portfolio securities by the Fund's  average
month-end  portfolio  values,  excluding short-term  investments.  The portfolio
turnover rate will not be a limiting factor when the Sub-adviser deems portfolio
changes appropriate. Higher portfolio turnover involves correspondingly  greater
brokerage  commissions  and  other transaction  costs  that the  Fund  will bear
directly and may result in the realization of net capital gains that are taxable
when distributed to the Fund's shareholders. For the fiscal years ended December
31, 1997 and 1996, the Predecessor Fund's portfolio turnover rates were 184% and
138%, respectively.
 
                  Statement of Additional Information Page 24
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
   
                            DIRECTORS AND EXECUTIVE
                                    OFFICERS
    
 
- --------------------------------------------------------------------------------
 
   
The Company's Directors and Executive Officers are listed below.
    
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE                     PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                            EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------------  --------------------------------------------------------------------------------
<S>                                            <C>
William J. Guilfoyle*, 39                      Mr. Guilfoyle is President, GT Global, Inc. ("GT Global") since 1995; Director,
Director, Chairman of the Board and President  GT Global since 1991; Senior Vice President and Director of Sales and Marketing,
50 California Street                           GT Global from May 1992 to April 1995; Vice President and Director of Marketing,
San Francisco, CA 94111                        GT Global from 1987 to 1992; Director, Liechtenstein Global Trust AG (holding
                                               company of the various international LGT companies) Advisory Board since January
                                               1996; Director, G.T. Global Insurance Agency ("G.T. Insurance") since 1996;
                                               President and Chief Executive Officer, G.T. Insurance since 1995; Senior Vice
                                               President and Director, Sales and Marketing, G.T. Insurance from April 1995 to
                                               November 1995; Senior Vice President, Retail Marketing, G.T. Insurance from 1992
                                               to 1993. Mr. Guilfoyle is also a trustee of each of the other investment
                                               companies registered under the 1940 Act, that is sub-advised or sub-administered
                                               by the Sub-adviser.
 
C. Derek Anderson, 57                          Mr. Anderson is President, Plantagenet Capital Management, LLC (an investment
Director                                       partnership); Chief Executive Officer, Plantagenet Holdings, Ltd. (an investment
220 Sansome Street                             banking firm); Director, Anderson Capital Management, Inc. since 1988; Director,
Suite 400                                      PremiumWear, Inc. (formerly Munsingwear, Inc.) (a casual apparel company) and
San Francisco, CA 94104                        Director, "R" Homes, Inc. and various other companies. Mr. Anderson is also a
                                               trustee of each of the other investment companies registered under the 1940 Act
                                               that is sub-advised or sub-administered by the Sub-adviser.
 
Frank S. Bayley, 58                            Mr. Bayley is a partner of the law firm of Baker & McKenzie, and serves as a
Director                                       Director and Chairman of C.D. Stimson Company (a private investment company).
Two Embarcadero Center                         Mr. Bayley is also a trustee of each of the other investment companies
Suite 2400                                     registered under the 1940 Act that is sub-advised or sub- administered by the
San Francisco, CA 94111                        Sub-adviser.
 
Arthur C. Patterson, 54                        Mr. Patterson is Managing Partner of Accel Partners (a venture capital firm). He
Director                                       also serves as a director of Viasoft and PageMart, Inc. (both public software
428 University Avenue                          companies), as well as several other privately held software and communications
Palo Alto, CA 94301                            companies. Mr. Patterson is also a trustee of each of the other investment
                                               companies registered under the 1940 Act that is sub-advised or sub-administered
                                               by the Sub-adviser.
 
Ruth H. Quigley, 63                            Miss Quigley is a private investor. From 1984 to 1986, she was President of
Director                                       Quigley Friedlander & Co., Inc. (a financial advisory services firm). Miss
1055 California Street                         Quigley is also a trustee of each of the other investment companies registered
San Francisco, CA 94108                        under the 1940 Act that is sub-advised or sub-administered by the Sub-adviser.
</TABLE>
    
 
- --------------
   
*  Mr. Guilfoyle is an "interested person" of the Company as defined by the 1940
Act due to his affiliation with the Sub-adviser.
    
 
                  Statement of Additional Information Page 25
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE               PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                      EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------  ------------------------------------------------------------------------------------------
<S>                                      <C>
John J. Arthur+, 53                      Director, Senior Vice President and Treasurer, A I M Advisors, Inc.; Vice President and
Vice President                           Treasurer, A I M Management Group Inc., A I M Capital Management, Inc., A I M
                                         Distributors, Inc., A I M Fund Services, Inc. and Fund Management Company.
 
Kenneth W. Chancey, 52                   Senior Vice President -- Mutual Fund Accounting, the Sub-adviser since 1997; Vice
Vice President and                       President -- Mutual Fund Accounting, the Sub-adviser from 1992 to 1997.
Principal Accounting Officer
50 California Street
San Francisco, CA 94111
 
Melville B. Cox, 54                      Vice President and Chief Compliance Officer, A I M Advisors, Inc., A I M Capital
Vice President                           Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund Management
                                         Company.
 
Gary T. Crum, 50                         Director and President, A I M Capital Management, Inc.; Director and Senior Vice
Vice President                           President, A I M Management Group Inc. and A I M Advisors, Inc.; and Director, A I M
                                         Distributors, Inc. and AMVESCAP PLC.
 
Robert H Graham, 51                      Director, President and Chief Executive Officer, A I M Management Group Inc.; Director and
Vice President                           President, A I M Advisors, Inc.; Director and Senior Vice President, A I M Capital
                                         Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund Management
                                         Company; Director, AMVESCAP PLC; Chairman of the Board of Directors and President, INVESCO
                                         Holdings Canada Inc.; and Director, AIM Funds Group Canada Inc. and INVESCO G.P. Canada
                                         Inc.
 
Helge K. Lee, 52                         Chief Legal and Compliance Officer -- North America, the Sub-adviser since October 1997;
Vice President                           Executive Vice President of the Asset Management Division of Liechtenstein Global Trust
50 California Street                     since October 1996; Senior Vice President, General Counsel and Secretary of LGT Asset
San Francisco, CA 94111                  Management, Inc., INVESCO (NY), Inc., GT Global, GT Global Investor Services, Inc. and
                                         G.T. Insurance from May 1994 to October 1996; Senior Vice President, General Counsel and
                                         Secretary of Strong/Corneliuson Management, Inc. and Secretary of each of the Strong Funds
                                         from October 1991 through May 1994.
 
Carol F. Relihan+, 43                    Director, Senior Vice President, General Counsel and Secretary, A I M Advisors, Inc.; Vice
Vice President                           President, General Counsel and Secretary, A I M Management Group Inc.; Director, Vice
                                         President and General Counsel, Fund Management Company; Vice President and General
                                         Counsel, A I M Fund Services, Inc.; and Vice President, A I M Capital Management, Inc. and
                                         A I M Distributors, Inc.
 
Dana R. Sutton, 39                       Vice President and Fund Controller, A I M Advisors, Inc.; and Assistant Vice President and
Vice President and                       Assistant Treasurer, Fund Management Company.
Assistant Treasurer
</TABLE>
    
 
- ------------------
   
+  Mr. Arthur and Ms. Relihan are married to each other.
    
 
                  Statement of Additional Information Page 26
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
   
The  Board of Directors has a Nominating  and Audit Committee, comprised of Miss
Quigley and Messrs.  Anderson, Bayley  and Patterson, which  is responsible  for
nominating  persons to serve  as Directors, reviewing audits  of the Company and
its funds  and recommending  firms  to serve  as  independent auditors  for  the
Company. Each of the Directors and Officers of the Company is also a Director or
Trustee  and Officer of  AIM Investment Portfolios, AIM  Floating Rate Fund, AIM
Growth Series, AIM  Series Trust, AIM  Eastern Europe Fund,  GT Global  Variable
Investment  Trust,  GT Global  Variable  Investment Series,  Global  High Income
Portfolio, Growth  Portfolio,  Floating  Rate Portfolio  and  Global  Investment
Portfolio,  which are  also registered investment  companies advised  by AIM and
sub-advised by the Sub-adviser or  an affiliate thereof. Each Director,  Trustee
and Officer serves in total as a Director, Trustee and Officer, respectively, of
12 registered investment companies with 47 series managed or administered by AIM
and sub-advised or sub-administered by the Sub-adviser. Each Director who is not
a  director, officer or employee of the Sub-adviser or any affiliated company is
paid aggregate fees of $5,000 a year plus $300 per Fund for each meeting of  the
Board  attended, and reimbursed travel and other expenses incurred in connection
with attendance  at  such meetings.  Other  Directors and  Officers  receive  no
compensation  or expense  reimbursement from  the Company.  For the  fiscal year
ended October  31,  1997, Mr.  Anderson,  Mr.  Bayley, Mr.  Patterson  and  Miss
Quigley,  who are not directors, officers or employees of the Sub-adviser or any
affiliated company, received total compensation of $38,650, $38,650, $27,850 and
$38,650, respectively, from the Company for their services as Directors. For the
fiscal year ended October 31, 1997, Mr. Anderson, Mr. Bayley, Mr. Patterson  and
Miss Quigley, who are not directors, officers or employees of the Sub-adviser or
any other affiliated company, received total compensation of $117,304, $114,386,
$88,350  and $111,688,  respectively, from  the investment  companies managed or
administered by AIM and sub-advised  or sub-administered by the Sub-adviser  for
which  he or she serves as a Director or Trustee. Fees and expenses disbursed to
the Directors contained no accrued or payable pension or retirement benefits. As
of May 7, 1998, the Officers and  Directors and their families as a group  owned
in  the aggregate  beneficially or  of record  less than  1% of  the outstanding
shares of the Fund or of all the Company's series in the aggregate.
    
 
                  Statement of Additional Information Page 27
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
   
AIM  serves  as  the  Fund's  investment  manager  and  administrator  under  an
investment  management  and  administration  contract  ("Management   Contract")
between  the Company and AIM. The Sub-adviser serves as the sub-adviser and sub-
administrator to the Fund under  a Sub-Advisory and Sub-Administration  Contract
between  AIM and the  Sub-adviser ("Sub-Management Contract,"  and together with
the Management Contract, the "Management Contracts"). As investment managers and
administrators, AIM and the  Sub-adviser make all  investment decisions for  the
Fund  and  administer  the  Fund's  affairs. Among  other  things,  AIM  and the
Sub-adviser furnish the services and pay the compensation and travel expenses of
persons who  perform the  executive,  administrative, clerical  and  bookkeeping
functions  of  the Company  and  the Fund,  and  provide suitable  office space,
necessary small office equipment and utilities.
    
 
   
The Management Contracts may  be renewed for one-year  terms, provided that  any
such  renewal  has  been specifically  approved  at  least annually  by  (i) the
Company's Board  of Directors,  or  by the  vote of  a  majority of  the  Fund's
outstanding  voting securities (as defined in the  1940 Act) and (ii) a majority
of Directors who  are not  parties to  the Management  Contracts or  "interested
persons"  of any such  party (as defined in  the 1940 Act), cast  in person at a
meeting called  for  the  specific  purpose of  voting  on  such  approval.  The
Management  Contracts provide that with respect to the Fund, the Company or each
of AIM or the Sub-adviser may terminate the Management Contracts without penalty
upon  sixty   days'  written   notice.   The  Management   Contracts   terminate
automatically in the event of their assignment (as defined in the 1940 Act).
    
 
The   following  table  discloses  the   amount  of  investment  management  and
administration fees paid by the Predecessor  Fund to the Sub-adviser during  the
Predecessor Fund's last three fiscal years:
 
   
<TABLE>
<CAPTION>
PERIOD                                                                                                        AMOUNT PAID
- -----------------------------------------------------------------------------------------------------------  -------------
<S>                                                                                                          <C>
Fiscal year ended October 31, 1997.........................................................................   $ 7,383,823
Fiscal year ended December 31, 1996........................................................................   $ 7,864,840
Fiscal year ended December 31, 1995........................................................................   $ 6,878,640
</TABLE>
    
 
DISTRIBUTION SERVICES
   
The  Fund's Class  A and  Class B  shares are  offered continuously  through the
Fund's principal  underwriter  and distributor,  AIM  Distributors, on  a  "best
efforts"  basis pursuant to a distribution  contract between the Company and AIM
Distributors.
    
 
   
As described in the Prospectus,  on May 29, 1998,  the Company adopted a  Master
Distribution  Plan pursuant  to Rule  12b-1 under the  1940 Act  relating to the
Class A shares of the Fund (the "Class  A Plan"). At the same time, the  Company
also  adopted a Master Distribution  Plan pursuant to Rule  12b-1 under the 1940
Act relating to Class  B shares of  the Fund (the "Class  B Plan," and  together
with the Class A Plan, the "Plans"). The rate of payments by the Funds under the
Plans, as described in the Prospectus, may not be increased without the approval
of the majority of the outstanding voting securities of the affected class.
    
 
BOTH  PLANS. Pursuant to  an incentive program, AIM  Distributors may enter into
agreements ("Shareholder Service Agreements")  with investment dealers  selected
from  time  to  time  by  AIM Distributors  for  the  provision  of distribution
assistance in connection  with the sale  of the Fund's  shares to such  dealers'
customers,  and for the provision of continuing personal shareholder services to
customers who may from time to time  directly or beneficially own shares of  the
Fund.  The distribution assistance and  continuing personal shareholder services
to be rendered by dealers under the Shareholder Service Agreements may  include,
but  shall  not be  limited to,  the  following: distributing  sales literature;
answering routine customer inquiries concerning the Fund; assisting customers in
changing dividend options, account designations and addresses, and in  enrolling
in  any  of several  special  investment plans  offered  in connection  with the
purchase of the Fund's shares; assisting in the establishment and maintenance of
customer accounts and records and in  the processing of purchase and  redemption
transactions;   investing   dividends  and   any  capital   gains  distributions
automatically in the  Fund's shares;  and providing such  other information  and
services as the Fund or the customer may reasonably request.
 
Under  the Plans, in addition to  the Shareholder Service Agreements authorizing
payments  to  selected  dealers,  banks  may  enter  into  Shareholder   Service
Agreements authorizing payments under the Plans to be made to banks that provide
 
                  Statement of Additional Information Page 28
<PAGE>
                          AIM DEVELOPING MARKETS FUND
services  to  their  customers  who  have  purchased  shares.  Services provided
pursuant to Shareholder Service Agreements with banks may include some or all of
the following:  answering  shareholder  inquiries regarding  the  Fund  and  the
Company;  performing  sub-accounting; establishing  and  maintaining shareholder
accounts and records; processing customer purchase and redemption  transactions;
providing  periodic statements showing  a shareholder's account  balance and the
integration of such statements with those of other transactions and balances  in
the  shareholder's other  accounts serviced  by the  bank; forwarding applicable
prospectuses, proxy statements,  reports and  notices to bank  clients who  hold
Fund  shares; and such other administrative  services as the Fund reasonably may
request, to  the extent  permitted by  applicable statute,  rule or  regulation.
Similar  agreements  may  be permitted  under  the Plans  for  institutions that
provide recordkeeping for and administrative services to 401(k) plans.
 
Financial intermediaries and any other  person entitled to receive  compensation
for selling Fund shares may receive different compensation for selling shares of
one particular class over another.
 
Under  a Shareholder Service Agreement, the Fund agrees to pay periodically fees
to selected dealers and other institutions who render the foregoing services  to
their  customers. The fees payable under a Shareholder Service Agreement will be
calculated at the end of each payment  period for each business day of the  Fund
during  such period at the  annual rate of 0.25% of  the average daily net asset
value of  the  Fund's  shares  purchased  or  acquired  through  exchange.  Fees
calculated  in this manner shall be paid only to those selected dealers or other
institutions who are dealers or institutions of record at the close of  business
on  the last business  day of the  applicable payment period  for the account in
which the Fund's shares are held.
 
Payments pursuant to the Plans are subject to any applicable limitations imposed
by rules of the National Association  of Securities Dealers, Inc. ("NASD").  The
Plans  conform to  rules of the  NASD by  limiting payments made  to dealers and
other  financial  institutions  who  provide  continuing  personal   shareholder
services  to their customers who purchase and own  shares of the Fund to no more
than 0.25% per annum of the average daily net assets of the Fund attributable to
the customers of such dealers or  financial institutions, and by imposing a  cap
on  the total  sales charges, including  asset-based sales charges,  that may be
paid by the Fund and its respective classes.
 
AIM Distributors does not act as principal, but rather as agent for the Fund, in
making dealer  incentive and  shareholder servicing  payments under  the  Plans.
These payments are an obligation of the Fund and not of AIM Distributors.
 
   
In  approving the Plans, the Directors determined that the adoption of each Plan
was in the best interests of the shareholders of the Fund. Agreements related to
the Plans must  also be  approved by  such vote  of the  Directors, including  a
majority  of  Directors who  are  not "interested  persons"  of the  Company (as
defined in the 1940 Act) and who have no direct or indirect financial  interests
in the operation of the Plans, or in any agreement related thereto.
    
 
   
Each  Plan requires that,  at least quarterly, the  Directors review the amounts
expended thereunder and the purposes for which such expenditures were made. Each
Plan requires that so long  as it is in effect  the selection and nomination  of
Directors  who are not "interested persons" of  the Company will be committed to
the discretion of the Directors who are not "interested persons" of the Company,
as defined in the 1940 Act.
    
 
As discussed in the Prospectus, AIM Distributors collects sales charges on sales
of Class A  shares of  the Fund,  retains certain  amounts of  such charges  and
reallows other amounts of such charges to broker/dealers who sell shares.
 
AIM  Distributors receives  any contingent  deferred sales  charges payable with
respect to redemptions of Class B shares and certain Class A shares.
 
TRANSFER AGENCY AND ACCOUNTING AGENCY SERVICES
The Transfer  Agent  has  been  retained by  the  Fund  to  perform  shareholder
servicing,  reporting and  general transfer  agent functions  for the  Fund. For
these services, the Transfer Agent receives 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.
The Transfer Agent also is reimbursed by the Fund for its out-of-pocket expenses
for such  items as  postage,  forms, telephone  charges, stationery  and  office
supplies. The Sub-adviser serves as the Fund's pricing and accounting agent.
 
EXPENSES OF THE FUND
The Fund pays all expenses not assumed by AIM, the Sub-adviser, AIM Distributors
and  other  agents.  These  expenses  include,  in  addition  to  the  advisory,
distribution, transfer agency, pricing and accounting agency and brokerage  fees
discussed  above,  legal and  audit expenses,  custodian fees,  directors' fees,
organizational  fees,  fidelity  bond  and  other  insurance  premiums,   taxes,
extraordinary  expenses and  the expenses  of reports  and prospectuses  sent to
existing investors.  The allocation  of general  Company expenses  and  expenses
shared among the Fund and other funds organized
 
                  Statement of Additional Information Page 29
<PAGE>
                          AIM DEVELOPING MARKETS FUND
as  series of the  Company are allocated  on a basis  deemed fair and equitable,
which may be based on the relative net  assets of the Fund or the nature of  the
services  performed  and  relative  applicability  to  the  Fund.  Expenditures,
including costs incurred in  connection with the purchase  or sale of  portfolio
securities,   which  are  capitalized  in  accordance  with  generally  accepted
accounting principles applicable to investment  companies, are accounted for  as
capital  items and  not as  expenses. The  ratio of  the Fund's  expenses to its
relative net assets  can be expected  to be  higher than the  expense ratios  of
funds investing solely in domestic securities, since the cost of maintaining the
custody of foreign securities and the rate of investment management fees paid by
the Fund generally are higher than the comparable expenses of such other funds.
 
- --------------------------------------------------------------------------------
 
                            VALUATION OF FUND SHARES
 
- --------------------------------------------------------------------------------
 
   
As  described in the Prospectus,  the Fund's net asset  value per share for each
class of shares is determined  at the close of regular  trading on the New  York
Stock  Exchange  ("NYSE") (currently  4:00  p.m. Eastern  Time,  unless weather,
equipment failure or  other factors contribute  to an earlier  closing time)  on
each  business day the NYSE is open  for business. Currently, the NYSE is closed
on weekends and on certain days  relating to the following holidays: New  Year's
Day,  Martin  Luther  King  Day, President's  Day,  Good  Friday,  Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
    
 
The Fund's portfolio securities and other assets are valued as follows:
 
Equity securities, including  ADRs, ADSs,  GDRs and  EDRs, which  are traded  on
stock  exchanges, are valued  at the last sale  price on the  exchange or in 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
the Sub-adviser to be the primary market.
 
Long-term  debt obligations are valued at  the mean of representative quoted bid
and asked prices for such  securities or, if such  prices are not available,  at
prices  for securities of  comparable maturity, quality  and type; however, when
the Sub-adviser deems it appropriate, prices  obtained for the day of  valuation
from  a bond pricing service will  be used. Short-term investments are amortized
to maturity  based on  their cost,  adjusted for  foreign exchange  translation,
provided such valuations represent fair value.
 
Options  on indices, securities and currencies  purchased by the Fund are valued
at their last bid  price in the case  of listed options or,  in the case of  OTC
options,  at the average of  the last bid prices  obtained from dealers unless a
quotation from only one  dealer is available, in  which case only that  dealer's
price  will be used. The value of  each security denominated in a currency other
than U.S. dollars will be translated into U.S. dollars at the prevailing  market
rate  as determined by the  Sub-adviser on that day.  When market quotations for
futures and options  on futures held  by the Fund  are readily available,  those
positions will be valued based upon such quotations.
 
   
Securities  and  other  assets  for  which  market  quotations  are  not readily
available (including restricted securities which  are subject to limitations  as
to  their sale) are valued at fair value as determined in good faith by or under
the direction  of the  Company's Board  of Directors.  The valuation  procedures
applied  in any specific instance are likely to vary from case to case. However,
consideration generally is  given to the  financial position of  the issuer  and
other  fundamental analytical data relating to  the investment and to the nature
of the restrictions on disposition of the securities (including any registration
expenses that might be borne by  the Fund in connection with such  disposition).
In addition, specific factors also generally are considered, such as the cost of
the  investment, the  market value  of any  unrestricted securities  of the same
class (both at the time of purchase and  at the time of valuation), the size  of
the  holding, the prices  of any recent  transactions or offers  with respect to
such securities and any available analysts' reports regarding the issuer.
    
 
The fair value  of any  other assets  is added to  the value  of all  securities
positions  to  arrive  at the  value  of  the Fund's  total  assets.  The Fund's
liabilities, including  accruals  for  expenses, are  deducted  from  its  total
assets.  Once the total  value of the  Fund's net assets  is so determined, that
value is  then divided  by the  total number  of shares  outstanding  (excluding
treasury  shares), and the result, rounded to  the nearer cent, is the net asset
value per share.
 
                  Statement of Additional Information Page 30
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
Any assets or liabilities initially expressed in terms of foreign currencies are
translated into U.S. dollars at the official exchange rate or at the mean of the
current bid and  asked prices of  such currencies against  the U.S. dollar  last
quoted  by a major  bank that is  a regular participant  in the foreign exchange
market or on the basis of a  pricing service that takes into account the  quotes
provided  by a  number of such  major banks.  If none of  these alternatives are
available, or none are deemed to provide a suitable methodology for converting a
foreign currency into U.S. dollars, the Board of Directors, in good faith,  will
establish a conversion rate for such currency.
 
   
European,  Far Eastern, or Latin American  securities trading may not take place
on all days on which the NYSE is open. Further, trading takes place in  Japanese
markets on certain Saturdays and in various foreign markets on days on which the
NYSE is not open. In addition, trading in securities on European and Far Eastern
securities  exchanges and  OTC markets  generally is  completed well  before the
close of the  business day  in New York.  Consequently, the  calculation of  the
Fund's   net  asset  value  may  not   take  place  contemporaneously  with  the
determination of the prices of securities held by the Fund. Events affecting the
values of portfolio  securities that  occur between  the time  their prices  are
determined and the close of regular trading on the NYSE will not be reflected in
the  Fund's net asset value unless the Sub-adviser, under the supervision of the
Company's Board  of  Directors,  determines  that  the  particular  event  would
materially  affect net asset value. As a  result, the Fund's net asset value may
be significantly affected  by such  trading on  days when  a shareholder  cannot
purchase or redeem shares of the Fund.
    
 
- --------------------------------------------------------------------------------
 
                         INFORMATION RELATING TO SALES
                                AND REDEMPTIONS
 
- --------------------------------------------------------------------------------
 
PAYMENT AND TERMS OF OFFERING
Payment  for Class A or  Class B shares purchased  should accompany the purchase
order, or  funds should  be wired  to the  Transfer Agent  as described  in  the
Prospectus. Payment, other than by wire transfer, must be made by check or money
order  drawn on  a U.S.  bank. Checks or  money orders  must be  payable in U.S.
dollars.
 
   
As a condition of this offering, if an order to purchase either class of  shares
is  cancelled due to  nonpayment (for example,  because a check  is returned for
insufficient funds), the person who made  the order will be responsible for  any
loss  incurred by the Fund by reason of such cancellation, and if such purchaser
is a shareholder, the Fund shall have the authority as agent of the  shareholder
to redeem shares in his or her account at their then-current net asset value per
share  to reimburse  the Fund  for the  loss incurred.  Investors whose purchase
orders have been  cancelled due  to nonpayment  may be  prohibited from  placing
future orders.
    
 
The  Fund  reserves the  right  at any  time to  waive  or increase  the minimum
requirements applicable to initial or subsequent investments with respect to any
person or class of persons.  An order to purchase shares  is not binding on  the
Fund  until it  has been confirmed  in writing  by the Transfer  Agent (or other
arrangements made with the Fund, in  the case of orders utilizing wire  transfer
of funds, as described above) and payment has been received. To protect existing
shareholders,  the Fund reserves the right to reject any offer for a purchase of
shares by any individual.
 
AUTOMATIC INVESTMENT PLAN -- CLASS A SHARES AND CLASS B SHARES
To establish  participation in  the Fund's  Automatic Investment  Plan  ("AIP"),
investors  or their broker/dealers should specify  whether investment will be in
Class A  shares or  Class  B shares  and send  the  following documents  to  the
Transfer Agent: (1) an AIP Application; (2) a Bank Authorization Form; and (3) a
voided  personal check from the pertinent  bank account. The necessary forms are
included at the back of the Fund's Prospectus. Provided that an investor's  bank
accepts  the Bank  Authorization Form, investment  amounts will be  drawn on the
designated dates (monthly on the 25th day or beginning quarterly on the 25th day
of the  month  the  investor  first  selects) in  order  to  purchase  full  and
fractional  shares of the Fund  at the public offering  price determined on that
day. If the  25th day falls  on a Saturday,  Sunday or holiday,  shares will  be
purchased  on the next business day. If  an investor's check is returned because
of insufficient funds, a stop  payment order or the  account is closed, the  AIP
may  be discontinued, and any share purchase made upon deposit of such check may
be cancelled. Furthermore, the shareholder will be liable for any loss  incurred
by the Fund by reason of such cancellation. Investors should allow one month for
the  establishment of an AIP. An AIP may  be terminated by the Transfer Agent or
the Fund upon thirty  days' written notice  or by the  participant, at any  time
without penalty, upon written notice to the Fund or the Transfer Agent.
 
                  Statement of Additional Information Page 31
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
LETTER OF INTENT -- CLASS A SHARES
A Letter of Intent ("LOI") is not a binding obligation to purchase the indicated
amount.  While Class A shares are held in  escrow under an LOI to ensure payment
of applicable sales charges  if the indicated amount  is not met, all  dividends
and  other distributions on the escrowed shares will be reinvested in additional
Class A shares or paid in cash, as specified by the shareholder. If the intended
investment is  not completed  within the  specified thirteen-month  period,  the
purchaser must remit to AIM Distributors the difference between the sales charge
actually paid and the sales charge which would have been applicable if the total
Class  A purchases had been made at a single time. If this amount is not paid to
AIM Distributors  within  twenty days  after  written request,  the  appropriate
number  of  escrowed  shares will  be  redeemed  and the  proceeds  paid  to AIM
Distributors.
 
Any investor that  entered into a  LOI prior to  June 1, 1998,  under which  the
indicated  amount is not met, will be  subject to the sales charge schedule that
was in effect when the LOI was entered into.
 
   
A registered investment adviser,  trust company or  trust department seeking  to
execute  an LOI  as a single  purchaser with  respect to accounts  over which it
exercises investment discretion is required  to provide the Transfer Agent  with
information establishing that it has discretionary authority with respect to the
money  invested (e.g., by providing a  copy of the pertinent investment advisory
agreement). Class A shares purchased in this manner must be registered with  the
Transfer  Agent  so that  only the  investment adviser,  trust company  or trust
department, and  not the  beneficial  owner, will  be  able to  place  purchase,
redemption and exchange orders.
    
 
INDIVIDUAL RETIREMENT ACCOUNTS ("IRAs") AND OTHER TAX-DEFERRED PLANS
   
Class  A or Class B shares may be  purchased as the underlying investment for an
IRA meeting the  requirements of sections  408(a), 408A or  530 of the  Internal
Revenue  Code of 1986, as amended, ("Code")  as well as for qualified retirement
plans described in Code Section 401  and custodial accounts complying with  Code
Section 403(b)(7).
    
 
   
IRAs: If you have earned income from employment (including self-employment), you
can  contribute each year to an IRA up  to the lesser of (1) $2,000 for yourself
or $4,000  for  you  and your  spouse,  regardless  of whether  your  spouse  is
employed,  or (2) 100% of compensation. Some  individuals may be able to take an
income tax deduction for the contribution. Regular contributions may not be made
for the year  you become  70 1/2  or thereafter.  Unless you  and your  spouse's
earnings  exceed  a certain  level, you  may also  establish an  "Education IRA"
and/or a  "Roth IRA."  Although contributions  to these  new types  of IRAs  are
nondeductible,   withdrawals   from  them   will   be  tax-free   under  certain
circumstances. Please  consult  your  tax  advisor  for  more  information.  IRA
applications are available from brokers or AIM Distributors.
    
 
ROLLOVER  IRAs: Individuals who receive  distributions from qualified retirement
plans (other than  required distributions) and  who wish to  keep their  savings
growing  tax-deferred  can  roll  over  (or make  a  direct  transfer  of) their
distribution to a  Rollover IRA. These  accounts can also  receive rollovers  or
transfers  from an existing  IRA. If an "eligible  rollover distribution" from a
qualified employer-sponsored retirement plan is  not directly rolled over to  an
IRA  (or  certain qualified  plans),  withholding at  the  rate of  20%  will be
required for federal income tax purposes.  A distribution from a qualified  plan
that  is not an "eligible rollover  distribution," including a distribution that
is one  of a  series  of substantially  equal  periodic payments,  generally  is
subject to regular wage withholding or withholding at the rate of 10% (depending
on  the type and  amount of the distribution),  unless you elect  to to have any
withholding apply. Please consult your tax advisor for more information.
 
SEP-IRAs: Simplified  employee  pension  plans ("SEPs"  or  "SEP-IRAs")  provide
self-employed  individuals (and any eligible employees) with benefits similar to
Keogh plans (I.E.,  self-employed individual retirement  plans) or Code  Section
401(k)   plans,  but  with  fewer   administrative  requirements  and  therefore
potentially lower annual administration expenses.
 
CODE SECTION 403(b)(7) CUSTODIAL ACCOUNTS: Employees of public schools and  most
other  tax-exempt organizations can make  pre-tax salary reduction contributions
to these accounts.
 
PROFIT-SHARING  (INCLUDING   SECTION   401(k))  AND   MONEY   PURCHASE   PENSION
PLANS:  Corporations  and other  employers can  sponsor these  qualified defined
contribution plans  for  their employees.  A  section  401(k) plan,  a  type  of
profit-sharing  plan, additionally permits the eligible, participating employees
to make  pre-tax salary  reduction  contributions to  the  plan (up  to  certain
limits).
 
SIMPLE  PLANS: Employers with  no more than  100 employees that  do not maintain
another retirement  plan  may  establish  a Savings  Incentive  Match  Plan  for
Employees   ("SIMPLE")  either   as  separate  IRAs   or  as  part   of  a  Code
 
                  Statement of Additional Information Page 32
<PAGE>
                          AIM DEVELOPING MARKETS FUND
Section  401(k)   plan.   SIMPLEs   are   not   subject   to   the   complicated
nondiscrimination rules that generally apply to qualified retirement plans.
 
EXCHANGES BETWEEN FUNDS
   
Shares  of the Fund  may be exchanged  for shares of  the corresponding class of
other  AIM/GT  Funds,  based  on  their  respective  net  asset  values  without
imposition  of  any  sales  charges,  provided  that  the  registration  remains
identical. The exchange privilege is not  an option or right to purchase  shares
but  is permitted under the current policies of the respective AIM/GT Funds. The
privilege may be discontinued or changed at any time by any of those funds  upon
sixty days' written notice to the shareholders of the fund and is available only
in  states  where the  exchange may  be made  legally. Before  purchasing shares
through the exercise of the exchange privilege, a shareholder should obtain  and
read  a copy of the  prospectus of the fund to  be purchased and should consider
its investment objective(s).
    
 
SALES CHARGE WAIVERS FOR SHARES PURCHASED PRIOR TO JUNE 1, 1998
   
Class A shares that are subject to  a contingent deferred sales charge and  that
were  purchased before June 1,  1998 are entitled to  the following waivers from
the contingent deferred sales charge otherwise due upon redemption: (1)  minimum
required  distributions made in connection with  an IRA, Keogh Plan or custodial
account under Section  403(b) of  the Code  or other  retirement plan  following
attainment  of age  70 1/2;  (2) total or  partial redemptions  resulting from a
distribution   following   retirement   in   the   case   of   a   tax-qualified
employer-sponsored  retirement  plan;  (3)  when  a  redemption  results  from a
tax-free return of an excess contribution  pursuant to Section 408(d)(4) or  (5)
of  the Code or  from the death  or disability of  the employee; (4) redemptions
pursuant to the Fund's right to liquidate a shareholder's account involuntarily;
(5)   redemptions    pursuant   to    distributions   from    a    tax-qualified
employer-sponsored retirement plan, which is invested in AIM/GT Funds, which are
permitted  to be made without penalty pursuant  to the Code, other than tax-free
rollovers or transfers of  assets, and the proceeds  of which are reinvested  in
AIM/GT  Funds;  (6)  redemptions made  in  connection  with participant-directed
exchanges between options in an employer-sponsored benefit plan; (7) redemptions
made for the  purpose of providing  cash to fund  a loan to  a participant in  a
tax-qualified  retirement  plan;  (8)  redemptions  made  in  connection  with a
distribution from any retirement plan or account that is permitted in accordance
with the  provisions  of Section  72(t)(2)  of  the Code,  and  the  regulations
promulgated  thereunder; (9) redemptions made  in connection with a distribution
from any  retirement plan  or account  that  involves the  return of  an  excess
deferral  amount pursuant to Section 401(k)(8) or Section 402(g)(2) of the Code;
(10) redemptions  made  in  connection  with a  distribution  from  a  qualified
profit-sharing  or stock bonus plan described in Section 401(k) of the Code to a
participant or  beneficiary  under Section  401(k)(2)(B)(IV)  of the  Code  upon
hardship  of the  covered employee  (determined pursuant  to Treasury Regulation
Section 1.401(k)-1(d)(2)); and (11)  redemptions made by or  for the benefit  of
certain  states, counties  or cities,  or any  instrumentalities, departments or
authorities thereof where such entities are prohibited or limited by  applicable
law from paying a sales charge or commission.
    
 
   
Class  B  shares purchased  before June  1,  1998 are  subject to  the following
waivers from the contingent deferred sales charge otherwise due upon redemption,
in addition to the waivers provided for redemptions of currently issued Class  B
shares  as  described  in  the  Prospectus:  (1)  total  or  partial redemptions
resulting  from  a  distribution   following  retirement  in   the  case  of   a
tax-qualified  employer-sponsored retirement; (2) minimum required distributions
made in connection with  an IRA, Keogh Plan  or custodial account under  Section
403(b)  of the Code or other retirement plan following attainment of age 70 1/2;
(3) a one-time reinvestment in Class B shares  of the Fund within 180 days of  a
prior redemption; (4) redemptions pursuant to distributions from a tax-qualified
employer-sponsored retirement plan, which is invested in AIM/GT Funds, which are
permitted  to be made without penalty pursuant  to the Code, other than tax-free
rollovers or transfers of  assets, and the proceeds  of which are reinvested  in
AIM/GT  Funds;  (5)  redemptions made  in  connection  with participant-directed
exchanges between options in an employer-sponsored benefit plan; (6) redemptions
made for the  purpose of providing  cash to fund  a loan to  a participant in  a
tax-qualified  retirement  plan;  (7)  redemptions  made  in  connection  with a
distribution from any retirement plan or account that is permitted in accordance
with the  provisions  of Section  72(t)(2)  of  the Code,  and  the  regulations
promulgated  thereunder; (8) redemptions made  in connection with a distribution
from a qualified profit-sharing or stock bonus plan described in Section  401(k)
of  the Code to  a participant or beneficiary  under Section 401(k)(2)(B)(IV) of
the Code upon hardship of the covered employee (determined pursuant to  Treasury
Regulation  Section 1.401(k)-1(d)(2));  and (9) redemptions  made by  or for the
benefit of  certain  states,  counties  or  cities,  or  any  instrumentalities,
departments or authorities thereof where such entities are prohibited or limited
by applicable law from paying a sales charge or commission.
    
 
TELEPHONE REDEMPTIONS
A  corporation or partnership  wishing to utilize  telephone redemption services
must submit a "Corporate Resolution" or "Certificate of Partnership"  indicating
the names, titles and the required number of signatures of persons authorized to
act  on  its  behalf.  The  certificate must  be  signed  by  a  duly authorized
officer(s) and, in the case of a corporation, the
 
                  Statement of Additional Information Page 33
<PAGE>
                          AIM DEVELOPING MARKETS FUND
corporate seal must  be affixed.  All shareholders may  request that  redemption
proceeds  be transmitted by bank wire upon request directly to the shareholder's
predesignated account at a domestic bank or savings institution, if the proceeds
are at least $500. Costs in connection with the administration of this  service,
including  wire charges, currently are borne by  the Fund. Proceeds of less than
$500 will be mailed to the shareholder's registered address of record. The  Fund
and  the Transfer Agent  reserve the right to  refuse any telephone instructions
and may discontinue  the aforementioned  redemption options  upon fifteen  days'
written notice.
 
SYSTEMATIC WITHDRAWAL PLAN
Shareholders  owning Class A or  Class B shares with a  value of $10,000 or more
may establish a Systematic Withdrawal Plan  ("SWP"). Under a SWP, a  shareholder
will receive monthly or quarterly payments, in amounts of not less than $100 per
payment,  through the automatic redemption of  the necessary number of shares on
the designated dates (monthly on the 25th day or beginning quarterly on the 25th
day of  the month  the investor  first  selects). If  the 25th  day falls  on  a
Saturday,  Sunday  or  holiday, the  redemption  will  take place  on  the prior
business day. Certificates, if any, for  the shares being redeemed must be  held
by  the Transfer Agent. Checks will be  made payable to the designated recipient
and mailed within  seven days.  If the recipient  is other  than the  registered
shareholder,  the signature  of each shareholder  must be guaranteed  on the SWP
application (see "How to  Redeem Shares" in the  Prospectus). A corporation  (or
partnership)  also must submit  a "Corporation Resolution"  or "Certification of
Partnership" indicating  the names,  titles and  signatures of  the  individuals
authorized  to act on  its behalf, and the  SWP application must  be signed by a
duly authorized officer(s) and the corporate seal affixed.
 
With respect to a SWP, the maximum  annual SWP withdrawal is 12% of the  initial
account  value.  Withdrawals  in excess  of  12%  of the  initial  account value
annually may result  in assessment of  a contingent deferred  sales charge.  See
"How to Invest" in the Prospectus.
 
Shareholders should be aware that such systematic withdrawals may deplete or use
up entirely the initial investment and result in the realization of long-term or
short-term capital gains or losses. The SWP may be terminated at any time by the
Transfer  Agent or the Fund upon thirty days' written notice or by a shareholder
upon written notice to the Fund or the Transfer Agent. Applications and  further
details  regarding establishment of a SWP are provided at the back of the Fund's
Prospectus.
 
SUSPENSION OF REDEMPTION PRIVILEGES
The Fund may suspend redemption privileges  or postpone the date of payment  for
more  than seven days after a redemption order is received during any period (1)
when the NYSE is  closed other than customary  weekend and holiday closings,  or
trading  on the NYSE is restricted as directed by the SEC, (2) when an emergency
exists, as defined by the SEC, which makes it not reasonably practicable for the
Fund to dispose of securities  owned by it or fairly  to determine the value  of
its assets, or (3) as the SEC may otherwise permit.
 
REDEMPTIONS IN KIND
   
It  is possible  that conditions  may arise  in the  future which  would, in the
opinion of the Company's Board of Directors, make it undesirable for the Fund to
pay for all redemptions in cash. In such cases, the Board may authorize  payment
to  be made  in portfolio  securities or other  property of  the Fund, so-called
"redemptions in kind." Payment  of redemptions in kind  will be made in  readily
marketable  securities.  Such  securities  would be  valued  at  the  same value
assigned to  them in  computing  the net  asset  value per  share.  Shareholders
receiving  such  securities  would incur  brokerage  costs in  selling  any such
securities so received. However,  despite the foregoing,  the Company has  filed
with  the SEC an election pursuant to Rule  18f-1 under the 1940 Act. This means
that the  Fund  will  pay in  cash  all  requests for  redemption  made  by  any
shareholder of record, limited in amount with respect to each shareholder during
any  ninety-day period to the lesser of $250,000 or 1% of the net asset value of
the Fund at the beginning of such  period. This election will be irrevocable  so
long  as Rule 18f-1 remains in effect,  unless the SEC by order upon application
permits the withdrawal of such election.
    
 
                  Statement of Additional Information Page 34
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                                     TAXES
 
- --------------------------------------------------------------------------------
 
GENERAL
To continue to  qualify for treatment  as a RIC  under the Code,  the Fund  must
distribute  to  its shareholders  for  each taxable  year  at least  90%  of its
investment company  taxable  income  (consisting  generally  of  net  investment
income,  net short-term capital gain and net gains from certain foreign currency
transactions) ("Distribution  Requirement")  and must  meet  several  additional
requirements. These requirements include the following: (1) the Fund must derive
at  least 90% of  its gross income  each taxable year  from dividends, interest,
payments with  respect to  securities loans  and gains  from the  sale or  other
disposition  of  securities or  foreign currencies,  or other  income (including
gains from options, Futures  or Forward Contracts) derived  with respect to  its
business  of investing in securities or those currencies ("Income Requirement");
(2) at the close of each quarter of the Fund's taxable year, at least 50% of the
value of its  total assets  must be  represented by  cash and  cash items,  U.S.
government securities, securities of other RICs and other securities, with these
other  securities limited, in respect of any  one issuer, to an amount that does
not exceed  5% of  the  value of  the  Fund's total  assets  and that  does  not
represent  more than 10% of the  issuer's outstanding voting securities; and (3)
at the close of each  quarter of the Fund's taxable  year, not more than 25%  of
the  value of its  total assets may  be invested in  securities (other than U.S.
government securities or the securities of other RICs) of any one issuer.
 
Dividends and  other distributions  declared  by the  Fund  in, and  payable  to
shareholders  of record as  of a date  in, October, November  or December of any
year will  be  deemed  to have  been  paid  by  the Fund  and  received  by  the
shareholders  on December 31 of  that year if the  distributions are paid by the
Fund during  the following  January. Accordingly,  those distributions  will  be
taxed to shareholders for the year in which that December 31 falls.
 
A  portion of  the dividends from  the Fund's investment  company taxable income
(whether paid in cash  or reinvested in additional  shares) may be eligible  for
the  dividends-received deduction allowed to  corporations. The eligible portion
may  not  exceed  the  aggregate  dividends  received  by  the  Fund  from  U.S.
corporations.  However,  dividends  received  by  a  corporate  shareholder  and
deducted  by  it  pursuant  to  the  dividends-received  deduction  are  subject
indirectly to the alternative minimum tax.
 
If  Fund shares are sold at a loss after  being held for six months or less, the
loss will be treated  as long-term, instead of  short-term, capital loss to  the
extent  of any  capital gain distributions  received on  those shares. Investors
also should be aware that if shares are purchased shortly before the record date
for any dividend or other distribution, the shareholder will pay full price  for
the shares and receive some portion of the price back as a taxable distribution.
 
The  Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to the
extent it fails to distribute by the end of any calendar year substantially  all
of  its  ordinary income  for  that year  and capital  gain  net income  for the
one-year period ending on October 31 of that year, plus certain other amounts.
 
FOREIGN TAXES
Dividends and interest received by the Fund, and gains realized thereby, may  be
subject  to income, withholding or other  taxes imposed by foreign countries and
U.S. possessions  ("foreign taxes")  that would  reduce the  yield and/or  total
return  on its  securities. Tax  conventions between  certain countries  and the
United States may reduce or eliminate  foreign taxes, however, and many  foreign
countries  do not  impose taxes  on capital gains  in respect  of investments by
foreign investors. If more than 50% of  the value of the Fund's total assets  at
the  close of its  taxable year consists of  securities of foreign corporations,
the Fund  will be  eligible to,  and may,  file an  election with  the  Internal
Revenue  Service that  will enable its  shareholders, in effect,  to receive the
benefit of the foreign tax credit with respect to any foreign taxes paid by  it.
Pursuant  to the election, the Fund would treat those taxes as dividends paid to
its shareholders and each shareholder would be required to (1) include in  gross
income,  and treat as paid by him, his share of those taxes, (2) treat his share
of those taxes and of any dividend paid by the Fund that represents income  from
foreign  and U.S. possessions sources  as his own income  from those sources and
(3) either deduct the taxes deemed paid  by him in computing his taxable  income
or,  alternatively, use the foregoing information in calculating the foreign tax
credit against his federal income tax. The Fund will report to its  shareholders
shortly  after each taxable  year their respective shares  of the Fund's foreign
taxes and income from sources within,  and taxes paid to, foreign countries  and
U.S.  possessions if  it makes  this election.  Pursuant to  the Taxpayer Relief
 
                  Statement of Additional Information Page 35
<PAGE>
                          AIM DEVELOPING MARKETS FUND
   
Act of  1997 ("Tax  Act"), individuals  who have  no more  than $300  ($600  for
married  persons filing  jointly) of creditable  foreign taxes  included on Form
1099 and all of  whose foreign source income  is "qualified passive income"  may
elect  each year to be exempt from  the extremely complicated foreign tax credit
limitation and will be able to claim a foreign tax credit without having to file
the detailed Form 1116 that otherwise is required.
    
 
PASSIVE FOREIGN INVESTMENT COMPANIES
The Fund  may invest  in the  stock of  "passive foreign  investment  companies"
("PFICs").  A PFIC is a foreign corporation  -- other than a "controlled foreign
corporation" (I.E.,  a foreign  corporation  in which,  on  any day  during  its
taxable  year,  more than  50% of  the total  voting power  of all  voting stock
therein or the total value of  all stock therein is owned, directly,  indirectly
or  constructively, by  "U.S. shareholders," defined  as U.S.  persons that own,
directly, indirectly or constructively, at least 10% of that voting power) as to
which the Fund is a U.S.  shareholder (effective for its taxable year  beginning
November  1, 1998) -- that, in general, meets either of the following tests: (1)
at least 75% of its gross income is passive or (2) an average of at least 50% of
its assets produce,  or are held  for the production  of, passive income.  Under
certain  circumstances, the  Fund will  be subject  to federal  income tax  on a
portion of  any "excess  distribution" received  on,  or of  any gain  from  the
disposition  of, stock  of a  PFIC (collectively  "PFIC income"),  plus interest
thereon, even if the Fund distributes the  PFIC income as a taxable dividend  to
its  shareholders. The balance of the PFIC income will be included in the Fund's
investment company taxable income and, accordingly, will not be taxable to it to
the extent it distributes that income to its shareholders.
 
If the Fund  invests in  a PFIC and  elects to  treat the PFIC  as a  "qualified
electing  fund"  ("QEF"),  then  in  lieu  of  the  foregoing  tax  and interest
obligation, the Fund would be  required to include in  income each year its  pro
rata share of the QEF's ordinary earnings and net capital gain (I.E., the excess
of  net long-term capital gain  over net short-term capital  loss) -- which most
likely would have  to be  distributed by the  Fund to  satisfy the  Distribution
Requirement and avoid imposition of the Excise Tax -- even if those earnings and
gain  were not received by the  Fund from the QEF. In  most instances it will be
very difficult, if  not impossible,  to make  this election  because of  certain
requirements thereof.
 
Effective for its taxable year beginning November 1, 1998, the Fund may elect to
"mark  to market" its  stock in any PFIC.  "Marking-to-market," in this context,
means including in ordinary income each taxable year the excess, if any, of  the
fair  market value of the stock over the Fund's adjusted basis therein as of the
end of that year.  Pursuant to the  election, the Fund also  will be allowed  to
deduct  (as an ordinary, not capital, loss)  the excess, if any, of its adjusted
basis in  PFIC stock  over  the fair  market value  thereof  as of  the  taxable
year-end, but only to the extent of any net mark-to-market gains with respect to
that  stock included in income  by the Fund for  prior taxable years. The Fund's
adjusted basis in each PFIC's stock subject to the election will be adjusted  to
reflect  the  amounts  of  income  included  and  deductions  taken  thereunder.
Regulations proposed in 1992  would provide a similar  election with respect  to
the stock of certain PFICs.
 
NON-U.S. SHAREHOLDERS
Dividends  paid by the Fund to a shareholder  who, as to the United States, is a
nonresident alien individual, nonresident alien fiduciary of a trust or  estate,
foreign  corporation  or foreign  partnership ("foreign  shareholder") generally
will be subject to U.S. withholding tax (at a rate of 30% or lower treaty rate).
Withholding will not apply, however, to a dividend paid by the Fund to a foreign
shareholder that is "effectively connected with  the conduct of a U.S. trade  or
business,"  in which case the  reporting and withholding requirements applicable
to domestic shareholders will apply. A  distribution of net capital gain by  the
Fund  to a foreign shareholder generally will  be subject to U.S. federal income
tax (at the rates  applicable to domestic persons)  only if the distribution  is
"effectively  connected" or  the foreign  shareholder is  treated as  a resident
alien individual for federal income tax purposes.
 
OPTIONS, FUTURES AND FOREIGN CURRENCY TRANSACTIONS
The Fund's use of hedging transactions, such as selling (writing) and purchasing
options and Futures and entering into Forward Contracts, involves complex  rules
that  will determine, for federal income tax purposes, the amount, character and
timing of recognition of  the gains and losses  the Fund realizes in  connection
therewith.  Gains  from the  disposition of  foreign currencies  (except certain
gains that  may be  excluded by  future regulations),  and gains  from  options,
Futures  and Forward Contracts derived by the  Fund with respect to its business
of investing in securities  or foreign currencies,  will qualify as  permissible
income under the Income Requirement.
 
Futures  and Forward  Contracts that  are subject  to section  1256 of  the Code
(other  than  those  that  are  part  of  a  "mixed  straddle")  ("Section  1256
Contracts")  and  that are  held by  the Fund  at  the end  of its  taxable year
generally will be deemed to  have been sold at  market value for federal  income
tax  purposes. Sixty percent of any net  gain or loss recognized on these deemed
sales, and 60% of any net gain or loss realized from any actual sales of Section
1256 Contracts,  will be  treated as  long-term capital  gain or  loss, and  the
balance  will be treated as  short-term capital gain or loss.  As of the date of
preparation of  this Statement  of Additional  Information, it  is not  entirely
clear whether that 60% portion will qualify for the reduced maximum tax rates on
net  capital gain enacted  by the Tax Act  -- 20% (10% for  taxpayers in the 15%
marginal
 
                  Statement of Additional Information Page 36
<PAGE>
                          AIM DEVELOPING MARKETS FUND
tax bracket) for gain recognized on capital assets held for more than 18  months
- --  instead of the 28% rate in effect before that legislation, which now applies
to gain recognized on capital  assets held for more than  one year but not  more
than  18 months, although technical corrections  legislation passed by the House
of Representatives late in 1997 would treat it as qualifying therefor.
 
Section 988 of the Code also may apply to gains and losses from transactions  in
foreign  currencies, foreign-currency-denominated  debt securities  and options,
Futures and Forward  Contracts on  foreign currencies ("Section  988" gains  and
losses).  Each Section  988 gain  or loss  generally is  computed separately and
treated as ordinary income or loss. In the case of overlap between sections 1256
and 988, special provisions  determine the character and  timing of any  income,
gain  or loss. The Fund attempts to monitor section 988 transactions to minimize
any adverse tax impact.
 
If the Fund has  an "appreciated financial position"  -- generally, an  interest
(including  an interest through an option,  Futures or Forward Contract or short
sale) with respect to any stock, debt instrument (other than "straight debt") or
partnership interest the fair market value  of which exceeds its adjusted  basis
- --  and enters into a  "constructive sale" of the  same or substantially similar
property, the Fund will be treated as  having made an actual sale thereof,  with
the  result  that gain  will be  recognized  at that  time. A  constructive sale
generally consists of a short sale, an offsetting notional principal contract or
Futures or Forward Contract entered  into by the Fund  or a related person  with
respect  to  the same  or substantially  similar property.  In addition,  if the
appreciated financial  position is  itself  a short  sale  or such  a  contract,
acquisition of the underlying property or substantially similar property will be
deemed a constructive sale.
 
The  foregoing  is a  general  and abbreviated  summary  of certain  federal tax
considerations affecting the Fund and  its shareholders. Investors are urged  to
consult their own tax advisers for more detailed information and for information
regarding  any  foreign,  state  and  local  taxes  applicable  to distributions
received from the Fund.
 
                  Statement of Additional Information Page 37
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                             ADDITIONAL INFORMATION
 
- --------------------------------------------------------------------------------
 
   
AIM was organized in 1976, and  along with its subsidiaries, manages or  advises
approximately  90 investment  company portfolios  encompassing a  broad range of
investment objectives.  AIM  is a  direct,  wholly owned  subsidiary  of A  I  M
Management  Group  Inc.  ("AIM Management"),  a  holding company  that  has been
engaged in  the  financial  services  business  since  1976.  AIM  is  the  sole
shareholder   of  the  Fund's  principal   underwriter,  AIM  Distributors.  AIM
Management is an indirect wholly owned subsidiary of AMVESCAP PLC, 11 Devonshire
Square, London, EC2M  4YR, England.  AMVESCAP PLC  and its  subsidiaries are  an
independent  investment management group that has  a significant presence in the
institutional and retail segment of the investment management industry in  North
America and Europe, and a growing presence in Asia.
    
 
CUSTODIAN
State  Street  Bank and  Trust Company  ("State  Street"), 225  Franklin Street,
Boston, MA  02110, acts  as custodian  of  the Fund's  assets. State  Street  is
authorized  to  establish  and  has  established  separate  accounts  in foreign
currencies and to cause securities of the  Fund to be held in separate  accounts
outside the United States in the custody of non-U.S. banks.
 
INDEPENDENT ACCOUNTANTS
   
The Fund's independent accountants are Coopers & Lybrand L.L.P., One Post Office
Square,  Boston, MA 02109. Coopers & Lybrand  L.L.P. conducts an annual audit of
the Fund, assists in the preparation of the Fund's federal and state income  tax
returns  and consults with the Company and the Fund as to matters of accounting,
regulatory filings, and federal and state income taxation.
    
 
   
The audited financial statements  of the Company included  in this Statement  of
Additional Information have been examined by Coopers & Lybrand L.L.P., as stated
in their opinion appearing herein and are included in reliance upon such opinion
given upon the authority of that firm as experts in accounting and auditing.
    
 
   
NAME
    
   
Prior  to May 29, 1998, the Fund operated under the name of GT Global Developing
Markets Fund.
    
 
                  Statement of Additional Information Page 38
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                               INVESTMENT RESULTS
 
- --------------------------------------------------------------------------------
 
   
STANDARDIZED  RETURNS The Fund's  "Standardized Returns," as  referred to in the
Prospectus  (see  "Other   Information  --  Performance   Information"  in   the
Prospectus),  are calculated separately  for Class A  and Class B  shares of the
Fund, as follows:  Standardized Return  (average annual total  return ("T"))  is
computed  by using the ending redeeming  value ("ERV") of a hypothetical initial
investment of  $1,000  ("P") over  a  period of  years  ("n") according  to  the
following  formula as required by the SEC: P(1+T)  to the (n)th power = ERV. The
following assumptions will be reflected in computations made in accordance  with
this  formula: (1) for Class A shares,  deduction of the maximum sales charge of
4.75% from the $1,000 initial investment;  (2) for Class B shares, deduction  of
the applicable contingent deferred sales charge imposed on a redemption of Class
B  shares  held  for  the  period;  (3)  reinvestment  of  dividends  and  other
distributions at net  asset value  on the  reinvestment date  determined by  the
Company's  Board of Directors; and  (4) a complete redemption  at the end of any
period illustrated.
    
 
The Standardized Returns  of the Predecessor  Fund (recomputed for  Class A  and
Class B shares to reflect the deduction of the maximum sales charge of 4.75% for
Class  A shares  and the deduction  of the applicable  contingent deferred sales
charge for Class B shares), stated  as average annualized total returns for  the
periods shown, were:
 
<TABLE>
<CAPTION>
                                                                                   DEVELOPING     DEVELOPING
                                                                                  MARKETS FUND   MARKETS FUND
PERIOD                                                                             (CLASS A)      (CLASS B)
- --------------------------------------------------------------------------------  ------------   ------------
<S>                                                                               <C>            <C>
Fiscal year ended Oct. 31, 1997.................................................     (9.61)%        (9.68)%
Jan. 11, 1994 (commencement of operations) through Oct. 31, 1997................     (2.47)%        (1.90)%
</TABLE>
 
NON-STANDARDIZED  RETURNS In addition to Standardized Returns, the Fund may also
include in advertisements, sales literature and shareholder reports other  total
return  performance data ("Non-Standardized Return"). Non-Standardized Return is
calculated separately for  Class A and  Class B shares  of the Fund  and may  be
calculated according to several different formulas. Non-Standardized Returns may
be  quoted for the same or different time periods for which Standardized Returns
are quoted. Non-Standardized  Returns may  or may  not take  sales charges  into
account;  performance data calculated without taking the effect of sales charges
into account will be higher than data including the effect of such charges.
 
Average annual Non-Standardized  Return ("T")  is computed by  using the  ending
redeeming  value ("ERV")  of a hypothetical  initial investment  of $1,000 ("P")
over a period of years ("n") according  to the following formula as required  by
the  SEC: P(1+T)  to the (n)th  power =  ERV. The following  assumptions will be
reflected in computations made in accordance with this formula: (1) no deduction
of sales charges; (2) reinvestment of  dividends and other distributions at  net
asset value on the reinvestment date determined by the Board; and (3) a complete
redemption at the end of any period illustrated.
 
The  average annual Non-Standardized Returns of  the Predecessor Fund, stated as
average annualized total returns for the periods shown, were:
 
<TABLE>
<CAPTION>
PERIOD
- --------------------------------------------------------------------------------
<S>                                                                               <C>
Fiscal year ended Oct. 31, 1997.................................................     (5.10)%
Jan. 11, 1994 (commencement of operations) through Oct. 31, 1997................     (1.21)%
</TABLE>
 
Aggregate Non-Standardized Return ("T") is computed by using the ending value of
the account  ("VOA")  of  a  hypothetical initial  investment  of  $1,000  ("P")
according  to the following  formula: T =  (VOA/P)-1. Aggregate Non-Standardized
Return assumes reinvestment  of dividends  and other distributions  and, as  set
forth below, may or may not take sales charge into account.
 
The aggregate Non-Standardized Return of the Predecessor Fund (not recomputed to
take  sales charges into account) for  the period January 11, 1994 (commencement
of operations) through October 31, 1997 was (4.53)%.
 
                  Statement of Additional Information Page 39
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
The aggregate Non-Standardized  Returns of the  Predecessor Fund (recomputed  to
take  sales  charges into  account) stated  as aggregate  total returns  for the
periods shown, were:
 
<TABLE>
<CAPTION>
                                                                                   DEVELOPING     DEVELOPING
                                                                                  MARKETS FUND   MARKETS FUND
PERIOD                                                                             (CLASS A)      (CLASS B)
- --------------------------------------------------------------------------------  ------------   ------------
<S>                                                                               <C>            <C>
Jan. 11, 1994 (commencement of operations) through Oct. 31, 1997................     (9.07)%        (7.04)%
</TABLE>
 
OTHER INFORMATION REGARDING STANDARDIZED AND NON-STANDARDIZED RETURNS
The Standardized and Non-Standardized Return  Data are based on the  performance
of  the Predecessor  Fund as a  closed-end investment  company. The Standardized
Return Data,  however, have  been recomputed  to reflect  the deduction  of  the
current  maximum sales charge of  4.75% for Class A  shares and the deduction of
the applicable deferred sales charge of 5.00% for Class B shares, both of  which
went  into effect on  November 1, 1997.  Future performance of  the Fund will be
effected by expenses that it  will incur as a  series of an open-end  investment
company.  An investor's  actual return  may also  be affected  by the  Fund's 2%
redemption fee, which will be imposed on certain redemptions and exchanges until
May 1, 1998.
 
IMPORTANT POINTS TO NOTE ABOUT DATA RELATING TO WORLD EQUITY AND BOND MARKETS
The Fund and AIM  Distributors may from time  to time, in advertisements,  sales
literature and reports furnished to present or prospective shareholders, compare
the Fund with the following, among others:
 
        (1)  The Consumer Price Index ("CPI"), which is a measure of the average
    change in prices over time  in a fixed market  basket of goods and  services
    (e.g.,  food, clothing,  shelter, fuels,  transportation fares,  charges for
    doctors' and dentists' services, prescription medicines, and other goods and
    services that people  buy for  day-to-day living). There  is inflation  risk
    which does not affect a security's value but its purchasing power, i.e., the
    risk of changing price levels in the economy that affects security prices or
    the price of goods and services.
 
        (2)  Data and mutual fund rankings and comparisons published or prepared
    by  Lipper  Analytical  Data  Services,  Inc.  ("Lipper"),  CDA/Wiesenberger
    Investment   Company   Services   ("CDA/Wiesenberger")   Morningstar,   Inc.
    ("Morningstar"), Micropal,  Inc. and/or  other  companies that  rank  and/or
    compare  mutual funds by overall performance, investment objectives, assets,
    expense levels, periods of existence  and/or other factors. In this  regard,
    the  Fund  may  be  compared  to its  "peer  group"  as  defined  by Lipper,
    CDA/Wiesenberger and/or other firms, as applicable, or to specific funds  or
    groups of funds within or outside of such peer group. Lipper generally ranks
    funds  on the basis of total return, assuming reinvestment of distributions,
    but does not take sales charges  or redemption fees into consideration,  and
    is  prepared without regard  to tax consequences. In  addition to the mutual
    fund rankings,  the  Fund's  performance  may be  compared  to  mutual  fund
    performance  indices prepared by Lipper. Morningstar is a mutual fund rating
    service  that  also  rates  mutual  funds  on  the  basis  of  risk-adjusted
    performance.  Morningstar ratings are  calculated from a  fund's three, five
    and ten year average annual returns  with appropriate fee adjustments and  a
    risk  factor that reflects fund performance relative to the three-month U.S.
    Treasury bill monthly  returns. Ten percent  of the funds  in an  investment
    category  receive five stars  and 22.5% receive four  stars. The ratings are
    subject to change each month.
 
        (3) Bear  Stearns  Foreign Bond  Index,  which provides  simple  average
    returns for individual countries and gross national product ("GNP") weighted
    index,  beginning in 1975. The  returns are broken down  by local market and
    currency.
 
        (4) Ibbotson  Associates  International  Bond Index,  which  provides  a
    detailed breakdown of local market and currency returns since 1960.
 
        (5) Standard & Poor's 500 Composite Stock Price Index, which is a widely
    recognized  index  composed of  the  capitalization-weighted average  of the
    price of 500 of the largest publicly traded stocks in the United States.
 
        (6) Dow Jones Industrial Average.
 
        (7) CNBC/Financial News Composite Index.
 
        (8) Morgan Stanley Capital International World Indices, including, among
    others, the Morgan Stanley Capital International Europe, Australia, Far East
    Index ("EAFE Index").  The EAFE  index is an  unmanaged index  of more  than
    1,000 companies in Europe, Australia and the Far East.
 
                  Statement of Additional Information Page 40
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
        (9)  Morgan Stanley Capital  International All Country  (AC) World index
    ("MSCI"). The  MSCI is  a broad,  unmanaged index  of global  stock  prices,
    currently  comprising 2,500 different issuers,  located in 47 countries, and
    grouped in 38 separate industries.
 
       (10) Salomon Brothers  World Government Bond  Index and Salomon  Brothers
    World  Government Bond Index-Non-U.S., each of  which is a widely used index
    composed of world government bonds.
 
       (11) The  World  Bank  Publication  of  Trends  in  Developing  Countries
    ("TIDE"), which provides brief reports on most of the World Bank's borrowing
    members.  The World  Development Report is  published annually  and looks at
    global  and  regional  economic  trends  and  their  implications  for   the
    developing economies.
 
       (12)  Salomon Brothers Global Telecommunications Index, which is composed
    of telecommunications companies in the developing and emerging countries.
 
       (13) Datastream  and Worldscope,  each of  which is  an on-line  database
    retrieval  service  for information,  including international  financial and
    economic data.
 
       (14)  International  Financial  Statistics,  which  is  produced  by  the
    International Monetary Fund.
 
       (15)  Various publications and reports produced by the World Bank and its
    affiliates.
 
       (16) Various publications from the International Bank for  Reconstruction
    and Development.
 
   
       (17)  Various publications produced  by ratings agencies  such as Moody's
    Investors  Service,  Standard  &  Poor's,  a  division  of  The  McGraw-Hill
    Companies, Inc. and Fitch.
    
 
       (18)  Wilshire Associates, which is an on-line database for international
    financial and economic data including  performance measure for a wide  range
    of securities.
 
       (19)  Bank Rate National Monitor Index, which is an average of the quoted
    rates for 100 leading banks and thrifts in ten U.S. cities.
 
       (20) International  Finance  Corporation ("IFC")  Emerging  Markets  Data
    Base,  which  provides  detailed statistics  on  stock and  bond  markets in
    developing countries.
 
       (21) Various publications from the Organization for Economic  Cooperation
    and Development ("OECD").
 
       (22)  Average of  savings accounts,  which is a  measure of  all kinds of
    savings deposits, including longer-term certificates. Savings accounts offer
    a guaranteed rate  of return on  principal, but no  opportunity for  capital
    growth.  During a  portion of  the period,  the maximum  rates paid  on some
    savings deposits were fixed by law.
 
Indices, economic and  financial data  prepared by the  research departments  of
various  financial organizations such as Salomon Brothers Inc., Lehman Brothers,
Inc.,  Merrill  Lynch,  Pierce,  Fenner   &  Smith,  Inc.,  Financial   Research
Corporation,  J. P. Morgan,  Morgan Stanley, Dean Witter,  Discover & Co., Smith
Barney Shearson,  S.G. Warburg,  Jardine Flemming,  The Bank  for  International
Settlements, Asian Development Bank, Bloomberg, L.P. and Ibbotson Associates may
be  used,  as  well as  information  reported  by the  Federal  Reserve  and the
respective central banks of various  nations. In addition, AIM Distributors  may
use  performance  rankings,  ratings  and  commentary  reported  periodically in
national financial publications, including Money Magazine, Mutual Fund Magazine,
Smart Money,  Global  Finance,  EuroMoney,  Financial  World,  Forbes,  Fortune,
Business  Week, Latin Finance, The Wall Street Journal, Emerging Markets Weekly,
Kiplinger's Guide To Personal Finance, Barron's, The Financial Times, USA Today,
The New York  Times, Far Eastern  Economic Review, The  Economist and  Investors
Business  Digest.  The  Fund  may  compare  its  performance  to  that  of other
compilations or indices of  comparable quality to those  listed above and  other
indices that may be developed and made available in the future.
 
Information   relating  to   foreign  market   performance,  capitalization  and
diversification is based on sources believed  to be reliable but may be  subject
to  revision  and  has  not  been independently  verified  by  the  Fund  or AIM
Distributors. The  authors  and  publishers  of such  material  are  not  to  be
considered  as "experts" under the 1933 Act, on account of the inclusion of such
information herein.
 
A portion of the  performance figures for each  market includes the positive  or
negative effects of the currency exchange rates effective at December 31 of each
year  between the U.S. dollar and currency of the foreign market (e.g., Japanese
Yen, German Deutschemark  and Hong  Kong Dollar).  A foreign  currency that  has
strengthened  or weakened against the U.S.  dollar will positively or negatively
affect the reported returns, as the case may be.
 
                  Statement of Additional Information Page 41
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
AIM Distributors  believes that  this  information may  be useful  to  investors
considering  whether and to  what extent to  diversify their investments through
the purchase of mutual funds investing in securities on a global basis. However,
this data is not a representation of the past performance of the Fund, nor is it
a prediction of such performance. The  performance of the Fund will differ  from
the  historical performance of relevant indices. The performance of indices does
not  take  expenses  into  account,  while  the  Fund  incurs  expenses  in  its
operations,  which will reduce performance. Each of these factors will cause the
performance of the Fund to differ from relevant indices.
 
   
From time to  time, the Fund  and AIM Distributors  may refer to  the number  of
shareholders  in the  Fund or  the aggregate number  of shareholders  in all AIM
Funds or the dollar amount of Fund assets under management or rankings by DALBAR
Surveys, Inc. in advertising materials.
    
 
AIM Distributors believes the  Fund is an  appropriate investment for  long-term
investment   goals,  including  funding  retirement,  paying  for  education  or
purchasing a house. AIM  Distributors may provide  information designed to  help
individuals  understand  their investment  goals  and explore  various financial
strategies. For example,  AIM Distributors  may describe  general principles  of
investing,  such as  asset allocation,  diversification and  risk tolerance. The
Fund does  not represent  a complete  investment program,  and investors  should
consider  the  Fund as  appropriate for  a portion  of their  overall investment
portfolio with regard to their long-term investment goals. There is no assurance
that any such information will lead to achieving these goals or guarantee future
results.
 
   
From time to time, AIM Distributors may refer to or advertise the names of  U.S.
and  non-U.S. companies and  their products, although there  can be no assurance
that any AIM Fund may own the securities of these companies.
    
 
Ibbotson  Associates  of  Chicago,  Illinois  ("Ibbotson")  provides  historical
returns  of the capital  markets in the United  States, including common stocks,
small  capitalization  stocks,  long-term  corporate  bonds,   intermediate-term
government  bonds, long-term government bonds, Treasury  bills, the U.S. rate of
inflation (based on the CPI), and  combinations of various capital markets.  The
performance  of  these capital  markets  is based  on  the returns  of different
indices.
 
   
AIM Funds  may  use  the  performance  of these  capital  markets  in  order  to
demonstrate   general   risk-versus-reward  investment   scenarios.  Performance
comparisons may also include  the value of a  hypothetical investment in any  of
these  capital  markets. The  risks associated  with the  security types  in any
capital market may or may not correspond directly to those of the Fund. Ibbotson
calculates total returns in the same method as the Fund.
    
 
The Fund may quote various measures of volatility and benchmark correlation such
as beta, standard deviation and R(2)  in advertising. In addition, the Fund  may
compare  these measures to those of other  funds. Measures of volatility seek to
compare the Fund's historical share price fluctuations or total return to  those
of a benchmark.
 
The  Fund may  advertise examples of  the effects of  periodic investment plans,
including the principle of dollar cost averaging programs. In such a program, an
investor invests  a fixed  dollar  amount in  the  Fund at  periodic  intervals,
thereby purchasing fewer shares when prices are high and more shares when prices
are low. While such a strategy does not assure a profit or guard against loss in
a  declining market, the investor's average cost  per share can be lower than if
fixed numbers of shares are purchased at the same intervals. In evaluating  such
a  plan, investors should  consider their ability  to continue purchasing shares
through periods of low price levels.
 
   
The Fund may describe in its  sales material and advertisements how an  investor
may  invest in AIM Funds through various retirement plans or other programs that
offer deferral of income taxes on  investment earnings and pursuant to which  an
investor  may make deductible contributions.  Because of their advantages, these
retirement plans  and  programs  may  produce  returns  superior  to  comparable
non-retirement  investments. For example, a $10,000 investment earning a taxable
return of 10% annually would have an after-tax value of $17,976 after ten years,
assuming tax  was  deducted from  the  return each  year  at a  39.6%  rate.  An
equivalent  tax-deferred  investment would  have an  after-tax value  of $19,626
after ten years, assuming  tax was deducted  at a 39.6%  rate from the  deferred
earnings   at  the   end  of  the   ten-year  period.  In   sales  material  and
advertisements, the  Fund  may  also  discuss  these  plans  and  programs.  See
"Information Relating to Sales and Redemptions -- Individual Retirement Accounts
("IRAs") and Other Tax-Deferred Plans."
    
 
AIM  Distributors may  from time  to time in  its sales  methods and advertising
discuss the risks inherent in investing. The major types of investment risk  are
market  risk, industry risk, credit risk, interest rate risk and inflation risk.
Risk represents the possibility that you may lose some or all of your investment
over a period of time. A basic  tenet of investing is the greater the  potential
reward, the greater the risk.
 
                  Statement of Additional Information Page 42
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
From  time  to  time,  the  Fund and  AIM  Distributors  will  quote information
regarding industry,  individual countries,  regions, world  stock exchanges  and
economic   and  demographic  statistics  from  sources  AIM  Distributors  deems
reliable, including the economic and financial data of financial  organizations,
such as:
 
 1) Stock  market  capitalization:  Morgan Stanley  Capital  International World
    Indices, IFC and Datastream.
 
 2) Stock market trading volume:  Morgan Stanley Capital International  Industry
    Indices and IFC.
 
 3) The  number of  listed companies: IFC,  G.T. Guide to  World Equity Markets,
    Salomon Brothers, Inc., and S.G. Warburg.
 
 4) Wage rates: U.S. Department of  Labor Statistics and Morgan Stanley  Capital
    International World Indices.
 
 5) International  industry  performance: Morgan  Stanley  Capital International
    World Indices, Wilshire Associates and Salomon Brothers, Inc.
 
 6) Stock  market  performance:  Morgan  Stanley  Capital  International   World
    Indices, IFC and Datastream.
 
 7) The  Consumer Price Index and inflation rate: The World Bank, Datastream and
    IFC.
 
 8) Gross Domestic Product ("GDP"): Datastream and The World Bank.
 
 9) GDP growth rate: IFC, The World Bank and Datastream.
 
10) Population: The World Bank, Datastream and United Nations.
 
11) Average annual growth rate (%) of population: The World Bank, Datastream and
    United Nations.
 
12) Age distribution within populations: OECD and United Nations.
 
13) Total exports and imports by year: IFC, The World Bank and Datastream.
 
14) Top three companies by country, industry or market: IFC, G.T. Guide to World
    Equity Markets, Salomon Brothers, Inc., and S.G. Warburg.
 
15) Foreign direct  investments  to developing  countries:  The World  Bank  and
    Datastream.
 
16) Supply,  consumption,  demand  and  growth in  demand  of  certain products,
    services and industries, including, but not limited to, electricity,  water,
    transportation, construction materials, natural resources, technology, other
    basic infrastructure, financial services, health care services and supplies,
    consumer products and services and telecommunications equipment and services
    (sources  of such information may include, but  would not be limited to, The
    World Bank, OECD, IMF, Bloomberg and Datastream).
 
17) Standard deviation and performance returns for U.S. and non-U.S. equity  and
    bond markets: Morgan Stanley Capital International.
 
18) Countries  restructuring their debt,  including those under  the Brady Plan:
    the Sub-adviser.
 
19) Political and economic structure of countries: Economist Intelligence Unit.
 
20) Government and  corporate bonds  -- credit  ratings, yield  to maturity  and
    performance returns: Salomon Brothers, Inc.
 
21) Dividend yields for U.S. and non-U.S. companies: Bloomberg.
 
From  time to time, AIM Distributors may include in its advertisements and sales
material,  information  about  privatization,  which  is  an  economic   process
involving the sale of state-owned companies to the private sector.
 
   
In  advertising and sales  materials, AIM Distributors may  make reference to or
discuss its products, services and accomplishments. Among these  accomplishments
are  that in 1983 the Sub-adviser provided  assistance to the government of Hong
Kong in  linking its  currency to  the U.S.  dollar, and  that in  1987  Japan's
Ministry  of  Finance licensed  GT Asset  Management  Ltd. as  one of  the first
foreign  discretionary  investment   managers  for   Japanese  investors.   Such
accomplishments,  however,  should  not  be  viewed  as  an  endorsement  of the
Sub-adviser by the government of Hong  Kong, Japan's Ministry of Finance or  any
other  government or government  agency. Nor do any  such accomplishments of the
Sub-adviser provide any assurance that  the AIM/GT Funds' investment  objectives
will be achieved.
    
 
                  Statement of Additional Information Page 43
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                          DESCRIPTION OF DEBT RATINGS
 
- --------------------------------------------------------------------------------
 
DESCRIPTION OF BOND RATINGS
    MOODY'S INVESTORS SERVICE, INC. ("Moody's") rates the debt securities issued
by  various entities from "Aaa"  to "C." Investment grade  ratings are the first
four categories:
 
        Aaa -- Bonds which are rated Aaa  are judged to be of the best  quality.
    They carry the smallest degree of investment risk and are generally referred
    to  as "gilt  edged." Interest payments  are protected  by a large  or by an
    exceptionally stable  margin  and principal  is  secure. While  the  various
    protective  elements are likely to change, such changes as can be visualized
    are most  unlikely  to impair  the  fundamentally strong  position  of  such
    issues.
 
        Aa  -- Bonds which are rated Aa are  judged to be of high quality by all
    standards. Together  with the  Aaa group  they comprise  what are  generally
    known  as high grade bonds. They are  rated lower than the best bond because
    margins of  protection  may  not  be  as  large  as  in  Aaa  securities  or
    fluctuation  of protective elements may be of greater amplitude or there may
    be other  elements present  which make  the long-term  risk appear  somewhat
    larger than the Aaa securities.
 
        A  --  Bonds  which  are  rated  A  possess  many  favorable  investment
    attributes and  are  to  be considered  as  upper-medium-grade  obligations.
    Factors  giving security to principal  and interest are considered adequate,
    but elements may  be present  which suggest a  susceptibility to  impairment
    some time in the future.
 
        Baa  --  Bonds  which  are  rated  Baa  are  considered  as medium-grade
    obligations, (i.e., they are neither  highly protected nor poorly  secured).
    Interest payments and principal security appear adequate for the present but
    certain  protective  elements may  be lacking  or may  be characteristically
    unreliable over  any  great length  of  time. Such  bonds  lack  outstanding
    investment  characteristics and in fact  have speculative characteristics as
    well.
 
        Ba -- Bonds which are rated Ba are judged to have speculative  elements;
    their  future cannot be considered as  well-assured. Often the protection of
    interest and principal payments may be  very moderate, and thereby not  well
    safeguarded  during other good and bad times over the future. Uncertainty of
    position characterizes bonds in this class.
 
        B --  Bonds which  are rated  B generally  lack characteristics  of  the
    desirable  investment. Assurance  of interest  and principal  payments or of
    maintenance of other terms of the contract over any long period of time  may
    be small.
 
        Caa  -- Bonds which are rated Caa  are of poor standing. Such issues may
    be in default or  there may be  present elements of  danger with respect  to
    principal or interest.
 
        Ca  --  Bonds  which  are  rated  Ca  represent  obligations  which  are
    speculative in a high degree. Such issues are often in default or have other
    marked shortcomings.
 
        C -- Bonds which are  rated C are the lowest  rated class of bonds,  and
    issues  so rated can be regarded as  having extremely poor prospects of ever
    attaining any real investment standing.
 
ABSENCE OF RATING: Where no rating has been assigned or where a rating has  been
suspended  or withdrawn, it may  be for reasons unrelated  to the quality of the
issue.
 
Should no rating be assigned, the reason may be one of the following:
 
    1. An application for rating was not received or accepted.
 
    2. The issue or issuer  belongs to a group  of securities or companies  that
are not rated as a matter of policy.
 
    3. There is a lack of essential data pertaining to the issue or issuer.
 
    4. The issue was privately placed, in which case the rating is not published
in Moody's publications.
 
Suspension  or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable up-to-date data  to permit  a judgment  to be  formed; if  a bond  is
called for redemption; or for other reasons.
 
                  Statement of Additional Information Page 44
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
Note:  Moody's applies numerical  modifiers, 1, 2  and 3 in  each generic rating
classification from Aa to Caa. The  modifier 1 indicates that the Company  ranks
in  the higher end  of its generic  rating category; the  modifier 2 indicates a
mid-range ranking; and the  modifier 3 indicates that  the Company ranks in  the
lower end of its generic rating category.
 
    STANDARD  & POOR'S, a  division of The  McGraw-Hill Companies, Inc. ("S&P"),
rates the securities debt of various  entities in categories ranging from  "AAA"
to  "D"  according  to quality.  Investment  grade  ratings are  the  first four
categories:
 
        AAA -- An obligation rated "AAA" has the highest rating assigned by S&P.
    The obligor's capacity to meet its financial commitment on the obligation is
    extremely strong.
 
        AA  --  An  obligation  rated  "AA"  differs  from  the  highest   rated
    obligations  only  in a  small degree.  The obligor's  capacity to  meet its
    financial commitment on the obligation is very strong.
 
        A -- An obligation rated "A" is somewhat more susceptible to the adverse
    effects of changes in circumstances and economic conditions than obligations
    in higher rated categories.
 
        BBB  --  An   obligation  rated  "BBB"   exhibits  adequate   protection
    parameters.  However, adverse economic  conditions or changing circumstances
    are more likely to lead  to a weakened capacity of  the obligor to meet  its
    financial commitment on the obligation.
 
        BB,  B, CCC, CC, C -- Obligations  rated "BB," "B," "CCC," "CC," and "C"
    are  regarded  as  having  significant  speculative  characteristics.   "BB"
    indicates  the least degree  of speculation and "C"  the highest. While such
    obligations will likely  have some quality  and protective  characteristics,
    these may be outweighed by large uncertainties or major exposures to adverse
    conditions.
 
        BB  -- An  obligation rated "BB"  is less vulnerable  to nonpayment than
    other speculative issues. However, it  faces major ongoing uncertainties  or
    exposure  to adverse business, financial, or economic conditions which could
    lead to the obligor's inadequate  capacity to meet its financial  commitment
    on the obligation.
 
        B  --  An obligation  rated "B"  is more  vulnerable to  nonpayment than
    obligations rated "BB," but the obligor  currently has the capacity to  meet
    its  financial commitment on the obligation. Adverse business, financial, or
    economic conditions will likely impair the obligor's capacity or willingness
    to meet its financial commitment on the obligation.
 
        CCC -- An obligation rated "CCC" is currently vulnerable to  nonpayment,
    and is dependent upon favorable business, financial, and economic conditions
    for  the obligor to meet its financial  commitment on the obligation. In the
    event of adverse business, financial, or economic conditions, the obligor is
    not likely to  have the  capacity to meet  its financial  commitment on  the
    obligation.
 
        CC  --  An  obligation  rated "CC"  is  currently  highly  vulnerable to
    nonpayment.
 
        C -- The "C" rating may be used to cover a situation where a  bankruptcy
    petition  has been filed or  similar action has been  taken, but payments on
    this obligation are being continued.
 
        D --  An obligation  rated "D"  is in  payment default.  The "D"  rating
    category is used when payments on an obligation are not made on the date due
    even  if the  applicable grace period  has not expired,  unless S&P believes
    that such payments  will be made  during such grace  period. The "D"  rating
    also  will be used upon the filing of a bankruptcy petition or the taking of
    a similar action if payments on an obligation are jeopardized.
 
PLUS (+) OR MINUS  (-): The ratings from  "AA" to "CCC" may  be modified by  the
addition  of a  plus or minus  sign to  show relative standing  within the major
rating categories.
 
NR:  Indicates  that  no  public  rating  has  been  requested,  that  there  is
insufficient  information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.
 
DESCRIPTION OF COMMERCIAL PAPER RATINGS
    MOODY'S employs  the  designation  "Prime-1" to  indicate  commercial  paper
having  a superior ability for repayment  of senior short-term debt obligations.
Prime-1 repayment  ability will  often be  evidenced by  many of  the  following
characteristics:  leading market positions  in well-established industries; high
rates of return  on funds employed;  conservative capitalization structure  with
moderate  reliance on debt and ample asset protection; broad margins in earnings
coverage of  fixed financial  charges  and high  internal cash  generation;  and
well-established  access to a range of  financial markets and assured sources of
alternate liquidity. Issues rated Prime-2 have a strong ability for repayment of
senior short-term debt obligations. This normally  will be evidenced by many  of
the  characteristics cited  above but  to a  lesser degree.  Earnings trends and
coverage ratios, while sound, may  be more subject to variation.  Capitalization
characteristics,  while  still appropriate,  may  be more  affected  by external
conditions. Ample alternate liquidity is maintained.
 
                  Statement of Additional Information Page 45
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
    S&P ratings of commercial paper  are graded into several categories  ranging
from  "A1" for the highest quality obligations  to "D" for the lowest. Issues in
the "A"  category are  delineated  with numbers  1, 2,  and  3 to  indicate  the
relative  degree  of safety.  A-1 --  This highest  category indicates  that the
degree of safety regarding timely payment is strong. Those issues determined  to
possess extremely strong safety characteristics will be denoted with a plus sign
(+)  designation.  A-2  -- Capacity  for  timely  payments on  issues  with this
designation is satisfactory; however,  the relative degree of  safety is not  as
high as for issues designated "A-1."
 
COMMERCIAL PAPER RATINGS
The Fund may invest only in high quality commercial paper, i.e. commercial paper
rated  Prime-1 by Moody's, A-1 by S&P, or, if unrated, judged by the Sub-adviser
to be of comparable quality.
 
- --------------------------------------------------------------------------------
 
                              FINANCIAL STATEMENTS
 
- --------------------------------------------------------------------------------
   
The audited financial statements of the Fund as of October 31, 1997 and for  the
fiscal year then ended appear on the following pages.
    
 
                  Statement of Additional Information Page 46
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
- --------------------------------------------------------------------------------
 
To the Shareholders and Board of Directors of
GT Global Developing Markets Fund ("Fund"):
 
We have audited the accompanying statement of assets and liabilities of GT
Global Developing Markets Fund (formerly G.T. Global Developing Markets Fund,
Inc.), including the portfolio of investments, as of October 31, 1997, the
related statement of operations for the ten months then ended and for the year
ended December 31, 1996, the statements of changes in net assets for the ten
months then ended and for each of the two years in the period ended December 31,
1996, and the financial highlights for each of the periods indicated therein.
These financial statements and the financial highlights are the responsibility
of the Fund's management. Our responsibility is to express an opinion on these
financial statements and the financial highlights based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1997, by correspondence with the custodians and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial position of GT
Global Developing Markets Fund as of October 31, 1997, the results of its
operations for the ten months then ended and for the year ended December 31,
1996, the changes in its net assets for the ten months then ended and for each
of the two years in the period ended December 31, 1996, and the financial
highlights for the periods indicated therein, in conformity with generally
accepted accounting principles.
 
                                                        COOPERS & LYBRAND L.L.P.
 
BOSTON, MASSACHUSETTS
DECEMBER 15, 1997
 
                                       F1
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                           COUNTRY       SHARES         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Energy (13.0%)
  LUKoil Holding - ADR{\/} ................................   RUS              97,586   $  8,172,833         1.8
    OIL
  Sasol Ltd. ..............................................   SAFR            537,556      6,481,964         1.4
    ENERGY SOURCES
  Petroleo Brasileiro S.A. (Petrobras) Preferred ..........   BRZL         27,126,040      5,044,302         1.1
    OIL
  C.A. La Electricidad de Caracas .........................   VENZ          3,443,139      4,526,264         1.0
    ELECTRICAL & GAS UTILITIES
  Companhia Energetica de Minas Gerais (CEMIG) -
   ADR{\/} ................................................   BRZL             94,834      3,793,360         0.8
    ELECTRICAL & GAS UTILITIES
  Centrais Eletricas Brasileiras S.A. (Eletrobras): .......   BRZL                 --             --         0.8
    ELECTRICAL & GAS UTILITIES
    "B" ADR{\/} ...........................................   --              118,958      2,617,076          --
    Preferred .............................................   --            2,112,000        913,846          --
  Chilgener S.A. - ADR{\/} ................................   CHLE            124,972      3,374,244         0.7
    ELECTRICAL & GAS UTILITIES
  Enersis S.A. - ADR{\/} ..................................   CHLE             94,858      3,130,314         0.7
    ELECTRICAL & GAS UTILITIES
  Empresa Nacional de Electricidad S.A. - ADR{\/} .........   CHLE            127,657      2,569,097         0.6
    ELECTRICAL & GAS UTILITIES
  YPF S.A. - ADR{\/} ......................................   ARG              68,960      2,206,720         0.5
    OIL
  The Hub Power Co., Ltd. - GDR-/- {\/} ...................   PAK              70,300      2,196,875         0.5
    ENERGY SOURCES
  Light - Participacoes S.A. ..............................   BRZL          7,485,850      1,914,922         0.4
    ELECTRICAL & GAS UTILITIES
  Light - Servicos de Electricidade S.A. ..................   BRZL          5,322,290      1,767,016         0.4
    ELECTRICAL & GAS UTILITIES
  Surgutneftegaz - ADR-/- {\/} ............................   RUS             174,640      1,484,440         0.3
    OIL
  PTT Exploration and Production Public Co., Ltd. -
   Foreign ................................................   THAI            138,800      1,415,622         0.3
    OIL
  Unified Energy Systems - Reg S GDR-/- {c} {\/} ..........   RUS              40,700      1,271,875         0.3
    ELECTRICAL & GAS UTILITIES
  Manila Electric Co. "B" .................................   PHIL            361,110      1,111,108         0.2
    ELECTRICAL & GAS UTILITIES
  Bombay Suburban Electric Supply (BSES) Ltd. .............   IND             200,000      1,004,209         0.2
    ELECTRICAL & GAS UTILITIES
  MOL Magyar Olaj-es Gazipari RT - Reg S GDR{c} {\/} ......   HGRY             43,600        942,850         0.2
    ENERGY SOURCES
  Mosenergo: ..............................................   RUS                  --             --         0.2
    ELECTRICAL & GAS UTILITIES
    ADR-/- {\/} ...........................................   --               10,964        460,488          --
    144A ADR{.} {\/} ......................................   --               10,000        420,000          --
  Korea Electric Power Corp. - ADR{\/} ....................   KOR              93,330        764,139         0.2
    ELECTRICAL & GAS UTILITIES
  Electricity Generating Public Co., Ltd. - Foreign .......   THAI            447,200        745,333         0.2
    ELECTRICAL & GAS UTILITIES
  Perez Companc S.A. ......................................   ARG             100,460        629,257         0.1
    OIL
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F2
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                           COUNTRY       SHARES         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Energy (Continued)
  Tenaga Nasional Bhd. ....................................   MAL             235,000   $    508,261         0.1
    ELECTRICAL & GAS UTILITIES
  Yukong Ltd. .............................................   KOR              10,980        148,688          --
    OIL
  Guangdong Electric Power Development Co., Ltd. "B"{*} ...   CHNA            201,000        113,371          --
    ENERGY SOURCES
                                                                                        ------------
                                                                                          59,728,474
                                                                                        ------------
Multi-Industry/Miscellaneous (11.6%)
  Barlow Ltd. .............................................   SAFR            657,524      6,629,920         1.4
    CONGLOMERATE
  PT Telekomunikasi Indonesia .............................   INDO          5,018,500      4,683,001         1.0
    MULTI-INDUSTRY
  Anglo American Corporation of South Africa Ltd. .........   SAFR            104,020      4,498,162         1.0
    CONGLOMERATE
  Grupo Carso, S.A. de C.V. "A1" ..........................   MEX             567,700      3,610,164         0.8
    MULTI-INDUSTRY
  Delta Corporation Ltd. (subdivision)-/- .................   ZBBW          2,472,400      3,520,823         0.8
    MULTI-INDUSTRY
  ITC Ltd.: ...............................................   IND                  --             --         0.7
    MULTI-INDUSTRY
    Common ................................................   --              136,000      2,102,842          --
    GDR-/- {\/} ...........................................   --               44,370        811,971          --
  Billiton PLC-/- .........................................   SAFR            980,865      2,875,301         0.6
    CONGLOMERATE
  The Saudi Arabian Investment Fund Ltd.-/- {\/} ..........   UK              281,000      2,810,000         0.6
    COUNTRY FUNDS
  PT Gudang Garam .........................................   INDO            949,500      2,697,744         0.6
    MULTI-INDUSTRY
  China Resources Enterprise Ltd. .........................   HK              870,000      2,386,028         0.5
    CONGLOMERATE
  Shanghai Industrial Holdings Ltd. .......................   HK              471,000      2,096,041         0.5
    MULTI-INDUSTRY
  Sanluis Corporacion, S.A. de C.V. .......................   MEX             263,477      2,044,708         0.4
    CONGLOMERATE
  Central Asia Regional Growth Fund-/- {\/} ...............   IRE             210,000      1,999,200         0.4
    COUNTRY FUNDS
  Malaysian Resources Corp., Bhd. .........................   MAL           2,396,000      1,425,077         0.3
    CONGLOMERATE
  Koc Holding AS ..........................................   TRKY          3,234,900      1,216,923         0.3
    CONGLOMERATE
  Empresas La Moderna, S.A. de C.V. "A"-/- ................   MEX             240,600      1,181,389         0.3
    MULTI-INDUSTRY
  NASR (El) City Company For Housing & Construction-/- ....   EGPT             17,005      1,175,296         0.3
    MISCELLANEOUS
  PT Bimantara Citra ......................................   INDO          1,219,000      1,120,529         0.2
    MULTI-INDUSTRY
  PT Hanjaya Mandala Sampoerna ............................   INDO            590,500      1,032,141         0.2
    MULTI-INDUSTRY
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F3
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                           COUNTRY       SHARES         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Multi-Industry/Miscellaneous (Continued)
  Koor Industries Ltd.: ...................................   ISRL                 --             --         0.2
    CONGLOMERATE
    ADR{\/} ...............................................   --               22,043   $    471,169          --
    Common ................................................   --                2,850        294,482          --
  Graboplast Rt. ..........................................   HGRY             13,452        725,231         0.2
    MISCELLANEOUS
  GT Taiwan Fund-/- +X+ {\/} ..............................   TWN              49,751        626,368         0.1
    COUNTRY FUNDS
  Quinenco S.A. - ADR-/- {\/} .............................   CHLE             32,400        473,850         0.1
    CONGLOMERATE
  Discount Investment Corp. ...............................   ISRL             11,613        316,356         0.1
    MULTI-INDUSTRY
                                                                                        ------------
                                                                                          52,824,716
                                                                                        ------------
Services (11.3%)
  Telecomunicacoes Brasileiras S.A. (Telebras): ...........   BRZL                 --             --         2.3
    TELEPHONE NETWORKS
    ADR{\/} ...............................................   --               57,481      5,834,322          --
    Common ................................................   --           49,594,258      4,408,329          --
  Telefonos de Mexico, S.A. de C.V. "L" - ADR{\/} .........   MEX             176,363      7,627,700         1.7
    TELEPHONE NETWORKS
  Compania Anonima Nacional Telefonos de Venezuela (CANTV)
   - ADR{\/ } .............................................   VENZ            114,579      5,012,831         1.1
    TELEPHONE NETWORKS
  Pick'n Pay Stores Ltd.: .................................   SAFR                 --             --         0.8
    RETAILERS-OTHER
    Common ................................................   --            1,889,154      2,847,477          --
    "N" ...................................................   --              780,702      1,071,234          --
  Cia de Telecomunicaciones de Chile S.A. - ADR{\/} .......   CHLE            128,402      3,563,156         0.8
    TELEPHONE NETWORKS
  Telefonica del Peru S.A. - ADR{\/} ......................   PERU            155,070      3,062,633         0.7
    TELEPHONE NETWORKS
  Cifra, S.A. de C.V.: ....................................   MEX                  --             --         0.3
    RETAILERS-OTHER
    "C" ...................................................   --              636,000      1,104,431          --
    "A" ...................................................   --              306,000        563,626          --
    "B" ...................................................   --               66,334        132,509          --
  Companhia de Saneamento Basico do Estado de Sao Paulo -
   SABESP-/- ..............................................   BRZL          9,188,127      1,666,932         0.4
    BUSINESS & PUBLIC SERVICES
  Mahanagar Telephone Nigam Ltd. ..........................   IND             233,600      1,627,623         0.4
    TELECOM - OTHER
  Telefonica de Argentina S.A. - ADR{\/} ..................   ARG              55,228      1,553,288         0.3
    TELEPHONE NETWORKS
  Indian Hotels Co., Ltd.: ................................   IND                  --             --         0.2
    LEISURE & TOURISM
    GDR-/- {\/} ...........................................   --               35,200        607,200          --
    Common ................................................   --               25,850        418,541          --
  Migros Turk T.A.S. ......................................   TRKY            848,300        890,294         0.2
    RETAILERS-FOOD
  Portugal Telecom S.A. - Registered ......................   PORT             20,551        843,433         0.2
    TELEPHONE NETWORKS
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F4
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                           COUNTRY       SHARES         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Services (Continued)
  TelecomAsia Corp. - Foreign-/- ..........................   THAI          1,878,600   $    841,164         0.2
    TELEPHONE NETWORKS
  PT Citra Marga Nusaphala Persada ........................   INDO          2,847,000        812,862         0.2
    BUSINESS & PUBLIC SERVICES
  PT Indosat ..............................................   INDO            344,500        779,683         0.2
    TELECOM - OTHER
  Santa Isabel S.A. - ADR{\/} .............................   CHLE             40,666        752,321         0.2
    RETAILERS-FOOD
  Sonae Investimentos-Sociedade Gestora de Participacoes
   Sociais S.A. ...........................................   PORT             18,602        695,194         0.2
    RETAILERS-OTHER
  Danubius Hotel and Spa Rt.-/- ...........................   HGRY             21,940        686,611         0.2
    LEISURE & TOURISM
  Konsortium Perkapalan Bhd. ..............................   MAL             267,000        501,277         0.1
    TRANSPORTATION - SHIPPING
  Pakistan Telecommunications Co., Ltd. - GDR-/- {\/} .....   PAK               6,000        486,000         0.1
    TELEPHONE NETWORKS
  Advanced Info. Service - Foreign ........................   THAI             85,700        460,478         0.1
    WIRELESS COMMUNICATIONS
  Investec-Consultoria Internacional S.A.-/- ..............   PORT             14,612        457,144         0.1
    BROADCASTING & PUBLISHING
  Super Sol Ltd. ..........................................   ISRL            154,231        443,830         0.1
    RETAILERS-FOOD
  BEC World Public Co., Ltd. - Foreign ....................   THAI             77,800        406,418         0.1
    BROADCASTING & PUBLISHING
  Estabelecimentos Jeronimo Martins & Filho, Sociedade
   Gestora de Participacoes Sociais S.A. ..................   PORT              3,854        252,110         0.1
    RETAILERS-OTHER
  Siam Makro Public Co., Ltd. - Foreign-/- ................   THAI            170,000        224,129          --
    RETAILERS-OTHER
  PT Matahari Putra Prima .................................   INDO          1,035,000        201,811          --
    RETAILERS-APPAREL
  Telecomunicacoes de Sao Paulo S.A. (TELESP) Preferred ...   BRZL            495,118        129,349          --
    TELEPHONE NETWORKS
  Guangshen Railway Co., Ltd. .............................   HK              162,000         50,298          --
    TRANSPORTATION - ROAD & RAIL
                                                                                        ------------
                                                                                          51,016,238
                                                                                        ------------
Materials/Basic Industry (10.9%)
  Kimberly-Clark de Mexico, S.A. de C.V. "A" ..............   MEX           1,389,779      6,125,014         1.3
    PAPER/PACKAGING
  SA Iron & Steel Industrial Corp., Ltd. (ISCOR) ..........   SAFR          9,521,806      4,948,964         1.1
    METALS - STEEL
  Sappi Ltd. ..............................................   SAFR            587,133      3,722,985         0.8
    FOREST PRODUCTS
  Helwan Portland Cement Co.-/- ...........................   EGPT            166,230      3,507,942         0.8
    CEMENT
  Suez Cement Co. - Reg S GDR{c} {\/} .....................   EGPT            158,195      3,282,546         0.7
    CEMENT
  Apasco S.A. .............................................   MEX             428,533      2,617,387         0.6
    CEMENT
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F5
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                           COUNTRY       SHARES         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Materials/Basic Industry (Continued)
  Industrias Penoles S.A. (CP) ............................   MEX             634,803   $  2,527,808         0.6
    METALS - NON-FERROUS
  Ameriyah Cement Co.-/- ..................................   EGPT             94,500      2,390,294         0.5
    CEMENT
  De Beers Centenary AG - Linked Unit{=} ..................   SAFR             78,000      1,861,622         0.4
    MISC. MATERIALS & COMMODITIES
  Torah Portland Cement Co.-/- ............................   EGPT             67,950      1,858,632         0.4
    CEMENT
  Hindalco Industries Ltd. ................................   IND              63,600      1,660,561         0.4
    METALS - NON-FERROUS
  Paints & Chemical Industry: .............................   EGPT                 --             --         0.3
    CHEMICALS
    Common-/- .............................................   --               31,400      1,052,916          --
    144A GDR{.} -/- {\/} ..................................   --               44,000        440,000          --
  Pohang Iron & Steel Co., Ltd. - ADR{\/} .................   KOR              88,870      1,444,138         0.3
    METALS - STEEL
  Turk Sise ve Cam Fabrikalari AS-/- ......................   TRKY         16,264,000      1,396,565         0.3
    GLASS
  North Cairo Flour Mills-/- ..............................   EGPT             32,010      1,393,376         0.3
    MISC. MATERIALS & COMMODITIES
  Pannonplast Rt. .........................................   HGRY             20,732      1,138,897         0.2
    MISC. MATERIALS & COMMODITIES
  Helioplis Housing-/- ....................................   EGPT              8,000      1,094,353         0.2
    BUILDING MATERIALS & COMPONENTS
  Grupo Industrial Minera Mexico "L" ......................   MEX             277,300        823,598         0.2
    METALS - NON-FERROUS
  Maanshan Iron and Steel Co. "H"{*} ......................   CHNA          4,939,000        785,895         0.2
    METALS - STEEL
  Sociedad Quimica y Minera de Chile S.A. - ADR{\/} .......   CHLE             12,200        632,875         0.1
    CHEMICALS
  Israel Chemicals Ltd. ...................................   ISRL            499,158        625,750         0.1
    CHEMICALS
  Cosco Pacific Ltd. ......................................   HK              516,000        600,776         0.1
    PAPER/PACKAGING
  Cimpor-Cimentos de Portugal, SGPS S.A. ..................   PORT             21,964        555,972         0.1
    CEMENT
  PT Aneka Tambang-/- .....................................   INDO          1,364,500        532,117         0.1
    METALS - NON-FERROUS
  Engro Chemicals Pakistan Ltd. ...........................   PAK             137,800        435,263         0.1
    CHEMICALS
  HI Cement Corp. .........................................   PHIL          3,961,000        361,117         0.1
    CEMENT
  Cahya Mata Sarawak Bhd. .................................   MAL             355,000        345,509         0.1
    BUILDING MATERIALS & COMPONENTS
  Siam Cement Co., Ltd. - Foreign .........................   THAI             39,800        338,597         0.1
    CEMENT
  Agros Holding S.A.-/- ...................................   POL              16,123        338,212         0.1
    MISC. MATERIALS & COMMODITIES
  Compania de Minas Buenaventura S.A. - ADR{\/} ...........   PERU             16,000        287,000         0.1
    METALS - NON-FERROUS
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F6
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                           COUNTRY       SHARES         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Materials/Basic Industry (Continued)
  PT Indah Kiat Pulp & Paper Corp.Tbk .....................   INDO            709,000   $    271,553         0.1
    PAPER/PACKAGING
  Fauji Fertilizer Co., Ltd. ..............................   PAK             116,300        258,997         0.1
    MISC. MATERIALS & COMMODITIES
                                                                                        ------------
                                                                                          49,657,231
                                                                                        ------------
Finance (8.3%)
  ABSA Group Ltd. .........................................   SAFR            761,136      4,509,849         1.0
    BANKS-REGIONAL
  Uniao Bancos Brasileiras "A" Preferred ..................   BRZL        142,972,483      3,628,783         0.8
    BANKS-MONEY CENTER
  State Bank of India Ltd.: ...............................   IND                  --             --         0.7
    BANKS-MONEY CENTER
    Common ................................................   --              267,000      1,931,961          --
    GDR{\/} ...............................................   --               71,640      1,318,176          --
  Administradora de Fondos de Pensiones Provida S.A. -
   ADR{\/} ................................................   CHLE            142,366      2,384,631         0.5
    INVESTMENT MANAGEMENT
  Egyptian American Bank SAE-/- ...........................   EGPT             57,663      1,857,088         0.4
    BANKS-MONEY CENTER
  Commercial International Bank: ..........................   EGPT                 --             --         0.4
    BANKS-MONEY CENTER
    144A GDR{.} {\/} ......................................   --               58,000      1,261,500          --
    Common ................................................   --               23,940        553,789          --
  Banco de A. Edwards - ADR{\/} ...........................   CHLE            100,934      1,753,728         0.4
    BANKS-MONEY CENTER
  Credicorp Ltd. - ADR{\/} ................................   PERU             94,800      1,700,475         0.4
    BANKS-MONEY CENTER
  Global Menkul Degerler AS-/- ............................   TRKY         69,103,256      1,601,182         0.4
    SECURITIES BROKER
  Banco LatinoAmericano de Exportaciones S.A. (Bladex)
   "E"{\/} ................................................   PAN              37,631      1,495,832         0.3
    OTHER FINANCIAL
  Turkiye Is Bankasi (Isbank) "C" .........................   TRKY         15,098,500      1,461,119         0.3
    BANKS-MONEY CENTER
  Banco Frances del Rio de la Plata S.A. - ADR{\/} ........   ARG              48,968      1,205,837         0.3
    BANKS-MONEY CENTER
  Aksigorta A.S. ..........................................   TRKY         15,080,000      1,171,573         0.3
    INSURANCE - MULTI-LINE
  Liberty Life Association of Africa Ltd. .................   SAFR             37,400        933,056         0.2
    INSURANCE-LIFE
  BPI-SGPS S.A. ...........................................   PORT             40,637        914,217         0.2
    BANKS-MONEY CENTER
  Yapi ve Kredi Bankasi AS ................................   TRKY         29,106,092        888,639         0.2
    BANKS-REGIONAL
  Kookmin Bank - GDR-/- {\/} ..............................   KOR             128,480        822,272         0.2
    BANKS-MONEY CENTER
  Ayala Land, Inc. "B" ....................................   PHIL          1,723,800        675,278         0.1
    REAL ESTATE
  Bank Leumi Le - Israel ..................................   ISRL            406,668        624,411         0.1
    BANKS-REGIONAL
  Metroplex Bhd. ..........................................   MAL           1,751,000        610,141         0.1
    REAL ESTATE
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F7
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                           COUNTRY       SHARES         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Finance (Continued)
  Turkiye Garanti Bankasi AS ..............................   TRKY         11,565,600   $    599,025         0.1
    BANKS-REGIONAL
  Bank Hapoalim Ltd. ......................................   ISRL            244,830        579,448         0.1
    BANKS-REGIONAL
  Muslim Commercial Bank Ltd.-/- ..........................   PAK             546,500        558,844         0.1
    BANKS-MONEY CENTER
  JSC Kazkommertsbank Co. - GDR-/- {\/} (.) ...............   KAZ              26,600        558,600         0.1
    BANKS-REGIONAL
  SM Prime Holdings, Inc. .................................   PHIL          2,664,600        470,670         0.1
    REAL ESTATE
  Thai Farmers Bank Public Co., Ltd. - Foreign ............   THAI            166,400        455,323         0.1
    BANKS-REGIONAL
  Bank Slaski S.A. ........................................   POL               7,316        426,767         0.1
    BANKS-MONEY CENTER
  Banco Santander Chile - ADR{\/} .........................   CHLE             28,100        365,300         0.1
    BANKS-REGIONAL
  Land and House Public Co., Ltd. - Foreign ...............   THAI            392,300        341,555         0.1
    REAL ESTATE
  Belle Corp.-/- ..........................................   PHIL          3,297,000        300,581         0.1
    REAL ESTATE
  Malaysian Assurance Alliance Bhd. .......................   MAL             116,200        209,432          --
    INSURANCE - MULTI-LINE
  Bangkok Bank Public Co., Ltd. - Foreign .................   THAI             56,400        196,418          --
    BANKS-MONEY CENTER
  C & P Homes, Inc. .......................................   PHIL          1,382,000        104,339          --
    REAL ESTATE
                                                                                        ------------
                                                                                          38,469,839
                                                                                        ------------
Consumer Non-Durables (6.5%)
  South African Breweries Ltd. ............................   SAFR            226,892      6,037,874         1.3
    BEVERAGES - ALCOHOLIC
  Fomento Economico Mexicano, S.A. de C.V. "B" ............   MEX             738,356      5,217,126         1.1
    BEVERAGES - ALCOHOLIC
  Gruma S.A. "B"-/- .......................................   MEX             883,073      3,468,838         0.8
    FOOD
  Companhia Cervejaria Brahma Preferred ...................   BRZL          4,662,721      2,918,430         0.6
    BEVERAGES - ALCOHOLIC
  C.G. Smith Foods Ltd. ...................................   SAFR            174,000      2,496,050         0.5
    FOOD
  Eastern Tobacco Co.-/- ..................................   EGPT             90,785      2,276,300         0.5
    TOBACCO
  A-Ahram Beverages Co. S.A.E. - 144A GDR{.} -/- {\/} .....   EGPT             62,514      1,719,135         0.4
    BEVERAGES - ALCOHOLIC
  Embotelladora Andina S.A.: ..............................   CHLE                 --             --         0.4
    BEVERAGES - NON-ALCOHOLIC
    "B" ADR{\/} ...........................................   --               41,497        850,689          --
    "A" ADR{\/} ...........................................   --               34,400        825,600          --
  Hindustan Lever Ltd. ....................................   IND              40,650      1,438,245         0.3
    PERSONAL CARE/COSMETICS
  San Miguel Corp. "B" ....................................   PHIL            851,600        958,353         0.2
    BEVERAGES - ALCOHOLIC
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F8
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                           COUNTRY       SHARES         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Consumer Non-Durables (Continued)
  Compania Cervecerias Unidas S.A. ADR{\/} ................   CHLE             36,800   $    897,000         0.2
    BEVERAGES - ALCOHOLIC
  Zaklady Piwowarskie w Zywcu S.A. (Zywiec) ...............   POL               4,461        333,293         0.1
    BEVERAGES - ALCOHOLIC
  Reliance Industries Ltd. - GDR-/- {\/} (.) ..............   IND              12,100        255,008         0.1
    TEXTILES & APPAREL
  Kuala Lumpur Kepong Bhd. ................................   MAL              60,000        144,187          --
    OTHER CONSUMER GOODS
  La Tondena Distillers, Inc. .............................   PHIL            137,900         84,469          --
    BEVERAGES - ALCOHOLIC
                                                                                        ------------
                                                                                          29,920,597
                                                                                        ------------
Technology (2.3%)
  Asustek Computer Inc. - Reg. S GDR-/- {c} {\/} ..........   TWN             830,248     10,149,782         2.2
    COMPUTERS & PERIPHERALS
  Clal Electronics Industries Ltd. ........................   ISRL              2,754        399,041         0.1
    SEMICONDUCTORS
  LG Information & Communication ..........................   KOR               2,728        156,860          --
    TELECOM TECHNOLOGY
                                                                                        ------------
                                                                                          10,705,683
                                                                                        ------------
Capital Goods (1.6%)
  New World Infrastructure Ltd.-/- ........................   HK            1,076,000      2,129,728         0.5
    CONSTRUCTION
  Cheung Kong Infrastructure Holdings .....................   HK              643,000      1,663,648         0.4
    CONSTRUCTION
  United Engineers Ltd. ...................................   MAL             428,000      1,015,680         0.2
    CONSTRUCTION
  Irkutskenergo - ADR-/- {\/} .............................   RUS              68,712        927,612         0.2
    ELECTRICAL PLANT/EQUIPMENT
  Daewoo Heavy Industries .................................   KOR              99,000        577,500         0.1
    INDUSTRIAL COMPONENTS
  Elektrim Spolka Akcyjna S.A. ............................   POL              58,947        555,592         0.1
    ELECTRICAL PLANT/EQUIPMENT
  ECI Telecommunications Ltd.{\/} .........................   ISRL             16,200        447,525         0.1
    TELECOM EQUIPMENT
  Sungmi Telecom Electronics Co. ..........................   KOR                 184          8,999          --
    TELECOM EQUIPMENT
                                                                                        ------------
                                                                                           7,326,284
                                                                                        ------------
Health Care (1.6%)
  Egypt International Pharmaceutical Industries Co.
   (EIPICO) ...............................................   EGPT             33,200      2,402,118         0.5
    PHARMACEUTICALS
  Richter Gedeon Rt. - Reg S GDR{c} {\/} ..................   HGRY             17,552      1,632,336         0.4
    PHARMACEUTICALS
  Ranbaxy Laboratories Ltd. ...............................   IND              79,850      1,555,391         0.3
    MEDICAL TECHNOLOGY & SUPPLIES
  Teva Pharmaceutical Industries Ltd. .....................   ISRL             25,548      1,189,452         0.3
    PHARMACEUTICALS
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F9
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                           COUNTRY       SHARES         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Health Care (Continued)
  PT Kalbe Farma - Foreign ................................   INDO            479,000   $    293,538         0.1
    PHARMACEUTICALS
                                                                                        ------------
                                                                                           7,072,835
                                                                                        ------------
Consumer Durables (1.4%)
  Arcelik AS ..............................................   TRKY         12,233,800      1,367,315         0.3
    APPLIANCES & HOUSEHOLD
  Bajaj Auto Ltd. .........................................   IND              79,200      1,261,094         0.3
    AUTOMOBILES
  Qingling Motors Co., Ltd.{*} ............................   CHNA          1,671,000      1,091,662         0.2
    AUTOMOBILES
  Tata Engineering and Locomotive Co., Ltd.: ..............   IND                  --             --         0.2
    AUTOMOBILES
    GDR{\/} ...............................................   --               48,000        499,200          --
    Common ................................................   --               25,000        219,069          --
  Samsung Electronics Co. - 144A GDR{.} -/- {\/} ..........   KOR              34,850        705,713         0.2
    CONSUMER ELECTRONICS
  PT Astra International, Inc. ............................   INDO            785,000        584,923         0.1
    AUTOMOBILES
  Mahindra & Mahindra Ltd. ................................   IND              43,300        430,653         0.1
    AUTOMOBILES
                                                                                        ------------
                                                                                           6,159,629
                                                                                        ------------       -----
 
TOTAL EQUITY INVESTMENTS (cost $359,966,965) ..............                              312,881,526        68.5
                                                                                        ------------       -----
<CAPTION>
 
                                                                          PRINCIPAL        VALUE         % OF NET
FIXED INCOME INVESTMENTS                                     CURRENCY      AMOUNT         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Government & Government Agency Obligations (10.1%)
  Argentina (1.2%)
    Republic of Argentina:
      Global Bond, 11.375% due 1/30/17 ....................   USD           2,741,000      2,617,655         0.6
      Par Bond Series L, 5.5% due 3/31/23++ ...............   USD           2,690,000      1,830,881         0.4
      Global Bond, 11% due 10/9/06 ........................   USD             720,000        713,700         0.2
  Brazil (0.4%)
    Republic of Brazil, Par Z-L Bond, 5.25% due
     4/15/24++ ............................................   USD           3,020,000      1,996,975         0.4
  Bulgaria (2.1%)
    Republic of Bulgaria:
      Front Loaded Interest Reduction Bond Series A, 2.25%
       due 7/28/12++ ......................................   USD           9,017,000      4,914,265         1.1
      Interest Arrears Bond, 6.6875% due 7/28/11 -
       Euro+ ..............................................   USD           7,099,000      4,663,156         1.0
  Ecuador (0.4%)
    Republic of Ecuador, Discount Bond, 6.6875% due 2/28/25
     - Euro+ ..............................................   USD           2,845,000      1,998,613         0.4
  Mexico (2.2%)
    United Mexican States:
      Discount Bond Series A, 6.6925% due 12/31/19+ +/+ ...   USD           6,110,000      5,533,369         1.2
      Global Bond, 9.875% due 1/15/07 .....................   USD           1,615,000      1,633,169         0.4
      Global Bond, 11.375% due 9/15/16 ....................   USD           1,455,000      1,547,756         0.3
      Global Bond, 11.5% due 5/15/26 ......................   USD           1,421,000      1,534,680         0.3
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F10
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                          PRINCIPAL        VALUE         % OF NET
FIXED INCOME INVESTMENTS                                     CURRENCY      AMOUNT         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Government & Government Agency Obligations (Continued)
  Panama (0.6%)
    Republic of Panama, Interest Reduction Bond, 3.75% due
     7/17/14++ ............................................   USD           3,536,000   $  2,486,250         0.6
  Peru (0.3%)
    Republic of Peru, Past Due Interest Bond, 4% due
     3/7/17++ .............................................   USD           2,533,000      1,443,810         0.3
  South Africa (0.8%)
    Republic of South Africa, 13% due 8/31/10{j} ..........   ZAR          20,173,000      3,807,589         0.8
  United States (1.6%)
    United States Treasury:
      6.375% due 8/15/27 ..................................   USD           4,032,000      4,149,180         0.9
      5.875% due 9/30/02 ..................................   USD           3,033,000      3,049,587         0.7
  Venezuela (0.5%)
    Republic of Venezuela, Par Bond Series A, 6.75% due
     3/31/20+/+ ...........................................   USD           2,543,000      2,128,173         0.5
                                                                                        ------------
Total Government & Government Agency Obligations (cost
 $49,316,056) .............................................                               46,048,808
                                                                                        ------------
Sovereign Debt (4.9%)
  Russia (4.9%)
    Bank for Foreign Economic Affairs (Vnesheconombank)
     Loan Agreement:
      Assignment ** -/- {j} ...............................   USD          22,635,000     20,131,003         4.4
      Participation ** -/- ................................   DEM           4,186,000      2,227,112         0.5
                                                                                        ------------
Total Sovereign Debt (cost $12,006,889) ...................                               22,358,115
                                                                                        ------------
Corporate Bonds (3.2%)
  Argentina (0.5%)
    Supermercados Norte, 10.875% due 2/9/04 - 144A{.} .....   USD           1,193,000      1,109,490         0.3
    Acindar Industrial Argentina, 11.25% due 2/15/04 ......   USD             661,000        654,390         0.2
  Brazil (0.2%)
    RBS Participacoes S.A., 11% due 4/1/07 - 144A{.} ......   USD           1,107,000      1,079,325         0.2
  China (0.6%)
    Panda Global Energy Co., 12.5% due 4/15/04{.} .........   USD           2,139,000      2,010,660         0.4
    Greater Beijing First, 9.5% due 6/15/07 - 144A{.} .....   USD             960,000        876,000         0.2
  Dominican Republic (0.1%)
    Tricom S.A., 11.375% due 9/1/04 - 144A{.} .............   USD             652,000        645,480         0.1
  Hong Kong (0.1%)
    Road King Infrastructure, 9.5% due 7/15/07 -
     144A{.} ..............................................   USD             700,000        652,750         0.1
  India (0.2%)
    Tata Electric Co., 8.5% due 8/19/17 - 144A{.} .........   USD           1,093,000        954,189         0.2
  Indonesia (0.1%)
    Pratama Datakom Asia BV, 12.75% due 7/15/05 -
     144A{.} ..............................................   USD             653,000        574,640         0.1
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F11
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          PRINCIPAL        VALUE         % OF NET
FIXED INCOME INVESTMENTS                                     CURRENCY      AMOUNT         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Corporate Bonds (Continued)
  Mexico (0.8%)
    Petroleos Mexicanos:
      9.5% due 9/15/27 - 144A{.} ..........................   USD           2,104,000   $  1,930,420         0.4
      8.85% due 9/15/07 - 144A{.} .........................   USD           1,050,000      1,009,313         0.2
    Copamex Industrias S.A., 11.375% due 4/30/04 -
     144A{.} ..............................................   USD             996,000      1,088,130         0.2
  Russia (0.4%)
    Lukinter Finance BV Convertible, 3.5% due 5/6/02 -
     144A{.} ..............................................   USD             851,000      1,144,595         0.3
    Mosenergo Finance BV, 8.375% due 10/9/02 - 144A{.} ....   USD             555,000        488,400         0.1
  South Africa (0.2%)
    Eskom, 11% due 6/1/08 .................................   ZAR           4,990,000        826,527         0.2
                                                                                        ------------
Total Corporate Bonds (cost $15,533,169) ..................                               15,044,309
                                                                                        ------------       -----
 
TOTAL FIXED INCOME INVESTMENTS (cost $76,856,114) .........                               83,451,232        18.2
                                                                                        ------------       -----
 
<CAPTION>
 
                                                                         UNDERLYING
                                                                           NOMINAL         VALUE         % OF NET
OPTIONS                                                      CURRENCY      AMOUNT         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
  Federal Republic of Brazil Debt Conversion Bond, Call
   Option, strike 82.25, expires 1/12/98 (cost
   $312,660) ..............................................   USD          17,370,000        126,732          --
                                                                                        ------------       -----
    GOVERNMENT & GOVERNMENT AGENCY OBLIGATIONS
<CAPTION>
 
                                                                           NO. OF          VALUE         % OF NET
RIGHTS                                                       COUNTRY       RIGHTS         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
  PT Matahari Putra Prima Rights, expire 12/3/97 ..........   INDO          2,070,000        115,320          --
    RETAILERS-APPAREL
  Telecomunicacoes de Sao Paulo S.A. (TELESP) Rights,
   expire 11/12/97 ........................................   BRZL            257,975            234          --
    TELEPHONE NETWORKS
                                                                                        ------------       -----
 
TOTAL RIGHTS (cost $0) ....................................                                  115,554          --
                                                                                        ------------       -----
<CAPTION>
 
                                                                           NO. OF          VALUE         % OF NET
WARRANTS                                                     COUNTRY      WARRANTS        (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
  Belle Corp. Warrants, expire 2002 (cost $0) .............   PHIL            659,400            122          --
                                                                                        ------------       -----
    OIL
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F12
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
REPURCHASE AGREEMENT                                                                      (NOTE 1)        ASSETS
- -----------------------------------------------------------                             ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
  Dated October 31, 1997, with State Street Bank & Trust
   Co., due November 3, 1997, for an effective yield of
   5.57%, collateralized by $34,850,000 U.S. Treasury Bond,
   8.875% due 8/15/17 (market value of collateral is
   $45,720,975, including accrued interest).
   (cost $44,816,933)  ....................................                             $ 44,816,933         9.8
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $481,952,672)  * ..................                              441,392,099        96.5
Other Assets and Liabilities ..............................                               15,987,089         3.5
                                                                                        ------------       -----
 
NET ASSETS ................................................                             $457,379,188       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
       {\/}  U.S. currency denominated.
        {.}  Security exempt from registration under Rule 144A of the Securities
             Act of 1933. These securities may be resold in transactions exempt
             from registration, normally to qualified institutional buyers.
        {c}  Security issued under Regulation S. Rule 144A and additional
             restrictions may apply in the resale of such securities.
        +X+  The GT Global Developing Markets Fund (the "Fund") has invested in
             the GT Global Taiwan Fund, a fund managed by LGT Asset Management
             Ltd. who is an affiliate of the Fund's manager, Chancellor LGT
             Asset Management, Inc.
         **  Underlying loan agreement currently in default.
        {j}  All or part of the Fund's holdings in this security is segregated
             as collateral for when-issued securities. See Note 1 to the
             Financial Statements.
         ++  The coupon rate shown on step-up coupon bond represents the rate at
             period end.
          +  The coupon rate shown on floating rate note represents the rate at
             period end.
        +/+  Issued with detachable warrants or value recovery rights. The
             current market value of each warrant or right is zero.
        {*}  Security denominated in Hong Kong Dollars.
        {=}  Each Centenary Linked Unit consists of 1 registered deferred share
             of De Beers Consolidated Mine + 1 Centenary Depositary Receipt.
        (.)  Restricted securities: At October 31, 1997, the Fund owned the
             following restricted securities constituting 0.2% of net assets
             which may not be publicly sold without registration under the
             Securities Act of 1933 (Note 1). Additional information on the
             securities is as follows:
 
<TABLE>
<CAPTION>
                                 ACQUISITION                              MARKET VALUE
DESCRIPTION                         DATE        SHARES        COST          PER SHARE
- ------------------------------  -------------  ---------  -------------  ---------------
<S>                             <C>            <C>        <C>            <C>
JSC Kazkommertsbank Co. -
 GDR..........................     7/15/97        26,600   $   500,080      $   21.00
Reliance Industries - GDR.....     5/20/94        12,100       223,850          21.08
</TABLE>
 
          *  For Federal income tax purposes, cost is $483,269,089 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  26,262,525
                 Unrealized depreciation:           (68,139,515)
                                                  -------------
                 Net unrealized depreciation:     $ (41,876,990)
                                                  -------------
                                                  -------------
</TABLE>
 
    Abbreviations:
    ADR--American Depository Receipt
    GDR--Global Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F13
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
The Fund's Portfolio of Investments at October 31, 1997, was concentrated in the
following countries:
 
<TABLE>
<CAPTION>
                                               PERCENTAGE OF NET ASSETS {D}
                                        -------------------------------------------
                                                 FIXED INCOME,
                                                   RIGHTS &      SHORT-TERM
COUNTRY (COUNTRY CODE/CURRENCY CODE)    EQUITY     WARRANTS       & OTHER     TOTAL
- --------------------------------------  ------   -------------   ----------   -----
<S>                                     <C>      <C>             <C>          <C>
Argentina (ARG/ARS) ..................    1.2         1.7                       2.9
Brazil (BRZL/BRL) ....................    7.6         0.6                       8.2
Bulgaria (BUL/LEV) ...................                2.1                       2.1
Chile (CHLE/CLP) .....................    4.8                                   4.8
China (CHNA/RMB) .....................    0.4         0.6                       1.0
Dominican Republic (DR/USD) ..........                0.1                       0.1
Ecuador (ECDR/ECS) ...................                0.4                       0.4
Egypt (EGPT/EGP) .....................    5.7                                   5.7
Hong Kong (HK/HKD) ...................    2.0         0.1                       2.1
Hungary (HGRY/HUF) ...................    1.2                                   1.2
India (IND/INR) ......................    3.8         0.2                       4.0
Indonesia (INDO/IDR) .................    2.9         0.1                       3.0
Ireland (IRE/IEP) ....................    0.4                                   0.4
Israel (ISRL/ILS) ....................    1.2                                   1.2
Kazakhstan (KAZ/KTS) .................    0.1                                   0.1
Korea (KOR/KRW) ......................    1.0                                   1.0
Malaysia (MAL/MYR) ...................    0.9                                   0.9
Mexico (MEX/MXN) .....................    8.1         3.0                      11.1
Pakistan (PAK/PKR) ...................    0.9                                   0.9
Panama (PAN/PND) .....................    0.3         0.6                       0.9
Peru (PERU/PES) ......................    1.2         0.3                       1.5
Philippines (PHIL/PHP) ...............    0.8                                   0.8
Poland (POL/PLZ) .....................    0.4                                   0.4
Portugal (PORT/PTE) ..................    0.9                                   0.9
Russia (RUS/SUR) .....................    2.8         5.3                       8.1
South Africa (SAFR/ZAR) ..............   10.5         1.0                      11.5
Taiwan (TWN/TWD) .....................    2.3                                   2.3
Thailand (THAI/THB) ..................    1.2                                   1.2
Turkey (TRKY/TRL) ....................    2.4                                   2.4
United Kingdom (UK/GBP) ..............    0.6                                   0.6
United States (US/USD) ...............                1.6           13.3       14.9
Venezuela (VENZ/VEB) .................    2.1         0.5                       2.6
Zimbabwe (ZBBW/ZWD) ..................    0.8                                   0.8
                                        ------      -----          -----      -----
Total  ...............................   68.5        18.2           13.3      100.0
                                        ------      -----          -----      -----
                                        ------      -----          -----      -----
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $457,379,188.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                 FORWARD FOREIGN CURRENCY CONTRACTS OUTSTANDING
                                OCTOBER 31, 1997
 
<TABLE>
<CAPTION>
                                           MARKET VALUE     CONTRACT    DELIVERY    UNREALIZED
CONTRACTS TO SELL:                        (U.S. DOLLARS)      PRICE       DATE    (DEPRECIATION)
- ----------------------------------------  --------------   -----------  --------  --------------
<S>                                       <C>              <C>          <C>       <C>
Deutsche Marks..........................     1,681,647         1.84950  11/06/97   $  (113,656)
Indonesian Rupiahs......................     1,114,206      3610.00000  11/05/97        (6,173)
South African Rands.....................     3,338,977         5.04500   1/30/98       (73,645)
                                          --------------                          --------------
  Total Contracts to Sell (Receivable
   amount $5,941,356)...................     6,134,830                                (193,474)
                                          --------------                          --------------
THE VALUE OF CONTRACTS TO SELL AS A
 PERCENTAGE OF NET ASSETS IS 1.34%.
  Total Open Forward Foreign Currency
   Contracts............................                                           $  (193,474)
                                                                                  --------------
                                                                                  --------------
</TABLE>
 
- ----------------
See Note 1 to the financial statements.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F14
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                              STATEMENT OF ASSETS
                                 AND LIABILITIES
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                               <C>         <C>
Assets:
  Investments in securities, at value (cost $481,952,672) (Note 1)..........................  $441,392,099
  U.S. currency.................................................................  $1,159,740
  Foreign currencies (cost $14,108,834).........................................  14,122,604   15,282,344
                                                                                  ----------
  Receivable for securities sold............................................................   13,029,046
  Interest receivable.......................................................................    1,251,368
  Dividends receivable......................................................................      366,109
  Unamortized organizational costs (Note 1).................................................       85,312
  Miscellaneous receivable..................................................................       11,894
                                                                                              -----------
    Total assets............................................................................  471,418,172
                                                                                              -----------
Liabilities:
  Payable for securities purchased..........................................................   12,905,923
  Payable for investment management and administration fees (Note 2)........................      722,480
  Payable for open forward foreign currency contracts (Note 1)..............................      193,474
  Payable for professional fees.............................................................       39,732
  Payable for printing and postage expenses.................................................       37,656
  Payable for custodian fees................................................................       30,062
  Payable for Directors' fees and expenses (Note 2).........................................       15,494
  Payable for transfer agent fees (Note 2)..................................................        5,964
  Payable for fund accounting fees (Note 2).................................................        4,387
  Payable for registration and filing fees..................................................        2,127
  Other accrued expenses....................................................................       81,685
                                                                                              -----------
    Total liabilities.......................................................................   14,038,984
                                                                                              -----------
Net assets..................................................................................  $457,379,188
                                                                                              -----------
                                                                                              -----------
Class A:
Net asset value per share ($457,379,188 DIVIDED BY 36,416,667 shares outstanding)...........  $     12.56
                                                                                              -----------
                                                                                              -----------
Net assets consist of:
  Paid in capital (Note 4)..................................................................  $545,103,263
  Undistributed net investment income.......................................................    8,645,635
  Accumulated net realized loss on investments and foreign currency transactions............  (55,602,092)
  Net unrealized depreciation on translation of assets and liabilities in foreign
   currencies...............................................................................     (207,045)
  Net unrealized depreciation of investments................................................  (40,560,573)
                                                                                              -----------
Total -- representing net assets applicable to capital shares outstanding...................  $457,379,188
                                                                                              -----------
                                                                                              -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F15
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                            STATEMENTS OF OPERATIONS
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                               TEN MONTHS
                                                                                  ENDED       YEAR ENDED
                                                                               OCTOBER 31,   DECEMBER 31,
                                                                                  1997           1996
                                                                              -------------  -------------
<S>                                                                           <C>            <C>
Investment income: (Note 1)
  Interest income...........................................................   $11,436,242    $20,641,051
  Dividend income (net of foreign withholding tax of $365,717 and $420,409,
   respectively)............................................................     5,481,523      7,351,830
  Other income..............................................................            --         74,487
                                                                              -------------  -------------
    Total investment income.................................................    16,917,765     28,067,368
                                                                              -------------  -------------
Expenses:
  Investment management fees (Note 2).......................................     6,274,911      6,673,159
  Administration fees (Note 2)..............................................     1,108,912      1,191,681
  Custodian fees (Note 1)...................................................       317,289        332,166
  Fund accounting fees (Note 2).............................................       108,484        119,321
  Professional fees.........................................................        92,091        101,382
  Printing and postage expenses.............................................        33,504         65,880
  Transfer agent fees (Note 2)..............................................        63,520        190,834
  Amortization of organization costs (Note 1)...............................        58,930         70,949
  Directors' fees and expenses (Note 2).....................................        25,536         38,064
  Registration and filing fees..............................................            --          3,000
  Other expenses............................................................       119,278         37,139
                                                                              -------------  -------------
    Total expenses before reductions........................................     8,202,455      8,823,575
      Expense reductions (Notes 1 & 5)......................................      (374,173)      (162,760)
                                                                              -------------  -------------
    Total net expenses......................................................     7,828,282      8,660,815
                                                                              -------------  -------------
Net investment income.......................................................     9,089,483     19,406,553
                                                                              -------------  -------------
Net realized and unrealized gain (loss) on investments and foreign
  currencies: (Note 1)
  Net realized gain on investments..........................................    46,804,651      1,845,666
  Net realized loss on foreign currency transactions........................    (1,151,351)      (900,512)
                                                                              -------------  -------------
    Net realized gain during the periods....................................    45,653,300        945,154
                                                                              -------------  -------------
  Net change in unrealized appreciation (depreciation) on translation of
   assets and liabilities in foreign currencies.............................      (297,303)        91,835
  Net change in unrealized appreciation (depreciation) of investments.......  (101,078,671)    78,628,364
                                                                              -------------  -------------
    Net unrealized appreciation (depreciation) during the periods...........  (101,375,974)    78,720,199
                                                                              -------------  -------------
Net realized and unrealized gain (loss) on investments and foreign
 currencies.................................................................   (55,722,674)    79,665,353
                                                                              -------------  -------------
Net increase (decrease) in net assets resulting from operations.............   $(46,633,191)  $99,071,906
                                                                              -------------  -------------
                                                                              -------------  -------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F16
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                      STATEMENTS OF CHANGES IN NET ASSETS
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
 
                                                                    TEN MONTHS
                                                                       ENDED      YEAR ENDED DECEMBER 31,
                                                                    OCTOBER 31,   ------------------------
                                                                       1997          1996         1995
                                                                   -------------  -----------  -----------
<S>                                                                <C>            <C>          <C>
Increase (Decrease) in net assets
Operations:
  Net investment income..........................................   $ 9,089,483   $19,406,553  $26,375,900
  Net realized gain (loss) on investments and foreign currency
   transactions..................................................    45,653,300       945,154  (78,379,558)
  Net change in unrealized appreciation (depreciation) on
   translation of assets and liabilities in foreign currencies...      (297,303)       91,835       (3,021)
  Net change in unrealized appreciation (depreciation) of
   investments...................................................  (101,078,671)   78,628,364   47,401,359
                                                                   -------------  -----------  -----------
    Net increase (decrease) in net assets resulting from
     operations..................................................   (46,633,191)   99,071,906   (4,605,320)
                                                                   -------------  -----------  -----------
Distributions to shareholders: (Note 1)
  From net investment income.....................................            --   (17,407,047) (26,292,834)
                                                                   -------------  -----------  -----------
Capital share transactions: (Note 4)
  Adjustment to estimate of initial offering expenses............            --            --      373,757
                                                                   -------------  -----------  -----------
    Total increase (decrease) in net assets......................   (46,633,191)   81,664,859  (30,524,397)
Net assets:
  Beginning of period............................................   504,012,379   422,347,520  452,871,917
                                                                   -------------  -----------  -----------
  End of period *................................................   $457,379,188  $504,012,379 $422,347,520
                                                                   -------------  -----------  -----------
                                                                   -------------  -----------  -----------
 * Includes undistributed net investment income (loss) of........   $ 8,645,635   $   363,782  $    (7,034)
                                                                   -------------  -----------  -----------
                                                                   -------------  -----------  -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F17
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding,
total investment return, ratios and supplemental data. This information has been
derived from information provided in the financial statements and market price
data for the shares.
 
<TABLE>
<CAPTION>
                                                                               JANUARY 11, 1994
                                                                                (COMMENCEMENT
                                          TEN MONTHS         YEAR ENDED         OF OPERATIONS)
                                             ENDED          DECEMBER 31,              TO
                                          OCTOBER 31,  ----------------------    DECEMBER 31,
                                             1997         1996        1995           1994
                                          -----------  ----------  ----------  ----------------
<S>                                       <C>          <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....   $   13.84   $   11.60   $   12.44      $   15.00
                                          -----------  ----------  ----------  ----------------
Income from investment operations:
  Net investment income.................        0.25        0.53        0.72           0.35
  Net realized and unrealized gain
   (loss) on investments................       (1.53)       2.19       (0.84)         (2.46)
                                          -----------  ----------  ----------  ----------------
    Net increase (decrease) from
     investment operations..............       (1.28)       2.72       (0.12)         (2.11)
                                          -----------  ----------  ----------  ----------------
Distributions to shareholders:
  From net investment income............          --       (0.48)      (0.72)         (0.35)
  From net realized gain on
   investments..........................          --          --          --          (0.10)
                                          -----------  ----------  ----------  ----------------
    Total distributions.................          --       (0.48)      (0.72)         (0.45)
                                          -----------  ----------  ----------  ----------------
Net asset value, end of period..........   $   12.56   $   13.84   $   11.60      $   12.44
                                          -----------  ----------  ----------  ----------------
                                          -----------  ----------  ----------  ----------------
Market value, end of period.............   $   11.81   $   11.63   $    9.75      $    9.75
                                          -----------  ----------  ----------  ----------------
                                          -----------  ----------  ----------  ----------------
 
Total investment return (based on market
 value).................................        1.62%(b)     24.18%      6.60%       (32.16)% (b)
 
Total investment return (based on net
 asset value)...........................       (9.25)%(b)     23.59%     (0.95)%       (14.07)% (b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....   $ 457,379   $ 504,012   $ 422,348      $ 452,872
Ratio of net investment income to
 average net assets.....................        2.03%(a)      4.07%      6.33%         2.75 % (a)
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................        1.75%(a)      1.82%      1.77%         2.01 % (a)
  Without expense reductions............        1.83%(a)      1.85%      1.80%         2.01 % (a)
Portfolio turnover rate.................         184%(a)       138%        75%           56 %
Average commission rate per share paid
 on portfolio transactions..............   $  0.0023   $  0.0022         N/A            N/A
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not annualized
N/A  Not Applicable.
 
These financial highlights provide per share financial information of G.T.
Global Developing Markets Fund, Inc. ("Predecessor Fund") for the periods
shown. The fees and expenses of the Fund differ from those of the
Predecessor Fund (See Note 2).
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F18
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                                    NOTES TO
                              FINANCIAL STATEMENTS
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
1. SIGNIFICANT ACCOUNTING POLICIES
GT Global Developing Markets Fund ("Fund") is a separate series of G.T.
Investment Funds, Inc. ("Company"). The Company is organized as a Maryland
corporation and is registered under the Investment Company Act of 1940, as
amended ("1940 Act"), as an open-end management investment company. The Company
has thirteen series of shares in operation, each series corresponding to a
distinct portfolio of investments.
 
On October 31, 1997, at the close of business, the Fund acquired the assets and
assumed the liabilities of G.T. Global Developing Markets Fund, Inc., a Maryland
corporation registered under the 1940 Act as a non-diversified closed-end
management investment company ("Predecessor Fund"), in exchange for Class A
shares of the Fund in a tax-free reorganization of the Predecessor Fund.
Shareholders of the Predecessor Fund approved the reorganization on October 20,
1997. Prior to October 28, 1997 the Closed-End Fund's shares traded on the New
York Stock Exchange. As a result of the reorganization of the Predecessor Fund
into the Fund, the Fund has a fiscal year end of October 31 to coincide with the
fiscal years of the other series of the Company. Class A shares of the Fund
issued in connection with the reorganization of the Predecessor Fund will be
subject to a 2% redemption fee for redemptions until May 1, 1998. The financial
statements presented are the financial statements for the Predecessor Fund.
 
Commencing November 1, 1997, the Fund began to offer Class A, Class B, and
Advisor Class shares, each of which has equal rights as to assets and voting
privileges except that 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
service and 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 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 on 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 Chancellor LGT Asset
Management, Inc. (the "Manager") to be the primary market.
 
Fixed income investments are valued at the mean of representative quoted bid and
asked prices for securities or, if such prices are not available, at prices for
securities 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 at 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
Fund's Board of Directors.
 
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 Fund's Board of Directors.
 
(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 fluctuations
existing 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 investments, 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 and losses arise from
 
                                      F19
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
changes in the value of assets and liabilities other than investments in
securities at year 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, United States 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 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 counterparty 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
marked-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 an 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 and
bond markets 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 and bond
markets 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 collection of income on securities, income is
recorded net of all withholding tax with any rebate recorded when received. The
Fund may trade securities on other than normal settlement terms. This may
increase the market 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 October 31, 1997, stocks with an aggregate value of approximately $29,571,465
were on loan to brokers. The loans were secured by cash collateral of
$33,239,507 received by the Fund. For international
 
                                      F20
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
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 each loan. For the period ended October 31, 1997, the Fund received
securities lending income of $302,308 which was used to reduce the Fund's
custodian fees and administrative expenses.
 
(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 Federal taxes on income, capital
gains, and unrealized appreciation of securities held, or excise tax on income
and capital gains. The Fund currently has a capital loss carryforward of
$54,472,976 which expires in 2003.
 
(J) DISTRIBUTIONS TO SHAREHOLDERS
Distributions 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) DEFERRED ORGANIZATIONAL EXPENSES
Expenses incurred by the Fund in connection with its organization, its
registration with the Securities and Exchange Commission and with various states
aggregated $353,775. These expenses are being amortized on a straightline basis
over a five-year period.
 
(L) 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.
 
(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) 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. At the end of the period, restricted
securities (excluding 144A issues) are shown at the end of the Fund's Portfolio
of Investments.
 
(O) SECURITIES PURCHASED ON A WHEN-ISSUED OR FORWARD COMMITMENT BASIS
The Fund may trade securities on a when-issued or forward commitment basis, with
payment and delivery scheduled for a future date. These transactions are subject
to market fluctuations and are subject to the risk that the value at delivery
may be more or less than the trade date purchase price. Although the Fund will
generally purchase these securities with the intention of acquiring such
securities, they may sell such securities before the settlement date. These
securities are identified on the accompanying Portfolio of Investments. The Fund
has purchased and sold when-issued securities during the period and has set
aside liquid securities as collateral for these commitments.
 
(P) LINE OF CREDIT
The Fund, along with certain other funds advised and/or administered by the
Manager ("GT Funds"), has a line of credit with each of BankBoston and State
Street Bank & Trust Company. The arrangements with the banks allow the GT Funds
to borrow an aggregate maximum amount of $200,000,000. The Fund is limited to
borrowing up to 33 1/3% of the value of the Fund's total assets. On October 31,
1997, the Fund had no loans outstanding.
 
For the period ended October 31, 1997, the weighted average outstanding daily
balance of bank loans (based on the number of days the loans were outstanding)
for the Fund was $12,607,909, with a weighted average interest rate of 6.29%.
Interest expense for the Fund for the period ended October 31, 1997 was $24,241,
and is included in "Other Expenses" on the Statement of Operations.
 
2. RELATED PARTIES
 
(A) PREDECESSOR FUND THROUGH OCTOBER 31, 1997
Chancellor LGT Asset Management, Inc. was the Predecessor Fund's investment
manager and administrator. The Predecessor Fund paid the Manager investment
management fees, which were computed weekly and paid monthly, at the annualized
rate of 1.40% of the funds average weekly net assets. The Manager also acted as
administrator of the Predecessor Fund and paid the Manager administration fees,
which were computed and paid monthly, at an annualized rate of 0.25% of the
Fund's average weekly net assets.
 
The Manager was the pricing and accounting agent for the Predecessor Fund. The
monthly fee for these services to the Manager was a percentage, not to exceed
0.03% annually, of the Predecessor Fund's average daily net assets. The annual
fee rate was derived by applying 0.03% to the first $5 billion of assets of all
registered mutual funds advised by the Manager and 0.02% to the assets in excess
of
 
                                      F21
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
$5 billion and allocating the result according to the Predecessor Fund's average
daily net assets.
 
The Predecessor Fund paid each of its Directors who was not an employee, officer
or director of the Manager or any of its affiliated companies $5,000 per year
plus $300 for each meeting of the board or any committee thereof attended by the
Director.
 
(B) THE FUND COMMENCING NOVEMBER 1, 1997
Chancellor LGT Asset Management, Inc. is the Fund's investment manager and
administrator. The Fund pays the Manager investment management and
administration fees at the annualized rate of 0.975% on the first $500 million
of 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.
 
GT Global, Inc. ("GT Global"), an affiliate of the Manager, serves as the Fund's
distributor. The Fund offers Class A, Class B, and Advisor Class shares for
purchase.
 
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. GT Global 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. Purchases of Class A shares exceeding $500,000 may be subject to
a contingent deferred sales charge ("CDSC") upon redemption, in accordance with
the Fund's current prospectus. GT Global 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, GT Global, 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. In addition, GT Global makes ongoing shareholder servicing and trail
commission payments to dealers whose clients hold Class B shares.
 
Pursuant to Rule 12b-1 under the 1940 Act, the Company's Board of Directors has
adopted separate distribution plans with respect to the Fund's Class A shares
("Class A Plan") and Class B shares ("Class B Plan"), pursuant to which the Fund
reimburses GT Global for a portion of its shareholder servicing and distribution
expenses. Under the Class A Plan, the Fund may 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 may pay GT Global a distribution fee at
the annualized rate of up to 0.50% 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 GT Global's expenditures incurred in providing services as distributor.
All expenses for which GT Global is reimbursed under the Class A Plan will have
been incurred within one year of such reimbursement.
 
Pursuant to the Fund's Class B Plan, the Fund may 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 GT Global's expenditures incurred in servicing and
maintaining shareholder accounts, and may 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 may be carried forward for reimbursement in subsequent years as long as
that Plan continues in effect.
 
The Manager and GT Global voluntarily have undertaken to limit the Fund's
expenses (exclusive of brokerage commissions, taxes, interest, and extraordinary
expenses) to the maximum annual rate of 2.00%, 2.50%, and 1.50% 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 the waivers by
the Manager of investment management and administration fees, waivers by GT
Global of payments under the Class A Plan and/or Class B Plan and/ or
reimbursements by the Manager or GT Global of portions of the Fund's other
operating expenses.
 
GT Global Investor Services, Inc. ("GT Services"), an affiliate of the Manager
and GT Global, is the transfer agent of the Fund. For performing shareholder
servicing, reporting and general transfer agent services, GT Services receives
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 is 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 by
applying 0.03% to the first $5 billion of assets of all registered mutual funds
advised by the Manager and 0.02% to the assets in excess of $5 billion and
allocating the result according to the Fund's average daily net assets.
 
The Company pays each of its Directors who is not an employee, officer or
director of the Manager or any of its affiliated companies $5,000 per year plus
$300 for each meeting of the board or any committee thereof attended by the
Director.
 
3. PURCHASES AND SALES OF SECURITIES
For the year ended October 31, 1997, purchases and sales of investment
securities by the Fund, other than U.S. government obligations and short-term
investments, aggregated $736,422,573 and $765,404,012, respectively. Purchases
of U.S. government obligations by the Fund were $7,226,388 for the year. There
were no sales of U.S. government obligations by the Fund for the year.
 
4. CAPITAL SHARES
At October 31, 1997, the Predecessor Fund was authorized to issue 100 million
shares of capital stock, $0.001 par value, all of which was classified as Common
Stock.
 
At October 31, 1997, there were 6,000,000,000 shares of the Company's common
stock authorized, at $0.0001 par value. Of this amount, 200,000,000 were
classified as shares of GT Global Developing Markets Fund; 400,000,000 were
classified as shares of GT
 
                                      F22
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
Global Government Income Fund; 200,000,000 were classified as shares of GT
Global Health Care Fund; 200,000,000 were classified as shares of GT Global
Strategic Income Fund; 200,000,000 were classified as shares of GT Global
Currency Fund (inactive); 200,000,000 were classified as shares of GT Global
Growth & Income Fund; 200,000,000 were classified as shares of GT Global Small
Companies Fund (inactive); 200,000,000 were classified as shares of GT Global
Latin America Growth Fund; 400,000,000 were classified as shares of GT Global
Telecommunications Fund; 200,000,000 were classified as shares of GT Global
Emerging Markets Fund; 200,000,000 were classified as shares of GT Global High
Income Fund; 200,000,000 were classified as shares of GT Global Financial
Services Fund; 200,000,000 were classified as shares of GT Global Natural
Resources Fund; 200,000,000 were classified as shares of GT Global
Infrastructure Fund; and 200,000,000 were classified as shares of GT Global
Consumer Products and Services Fund. The shares of each of the foregoing series
of the Company were divided equally into two classes, designated Class A and
Class B common stock. With respect to the issuance of Advisor Class shares,
100,000,000 shares were classified as shares of each of the fourteen series of
the Company and designated as Advisor Class common stock. 1,100,000,000 shares
remain unclassified.
 
5. EXPENSE REDUCTIONS
The Manager has directed certain portfolio trades to brokers who paid a portion
of the Fund's expenses. For the year ended October 31, 1997, the Fund's expenses
were reduced by $71,865 under these arrangements.
 
- --------------
FEDERAL TAX INFORMATION (UNAUDITED):
 
For its fiscal year ended October 31, 1997, the total amount of income received
by the Fund from sources within foreign countries and possessions of the United
States was approximately $.7797 per share (representing an approximate total of
$15,509,507). The total amount of taxes paid by the Fund to such countries was
approximately $.0213 per share (representing an approximate total of $424,399).
 
                                      F23
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW,  INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF  INVESTING IN RELATED INDUSTRIES, PLEASE  CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers  access  to the  emerging  and established  markets  of the  Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
                                     [LOGO]
 
  NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO  GIVE
  ANY  INFORMATION  OR  TO  MAKE  ANY  REPRESENTATION  NOT  CONTAINED  IN THIS
  STATEMENT OF ADDITIONAL INFORMATION AND, IF GIVEN OR MADE, SUCH  INFORMATION
  OR  REPRESENTATION MUST NOT BE RELIED UPON  AS HAVING BEEN AUTHORIZED BY AIM
  INVESTMENT FUNDS, INC., AIM DEVELOPING MARKETS  FUND, A I M ADVISORS,  INC.,
  INVESCO  (NY), INC. OR A I M DISTRIBUTORS, INC. THIS STATEMENT OF ADDITIONAL
  INFORMATION DOES NOT  CONSTITUTE AN  OFFER TO  SELL OR  SOLICITATION OF  ANY
  OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
  PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
    
                                                                   GROSA703   MC
<PAGE>
   
                     AIM GLOBAL THEME FUNDS: ADVISOR CLASS
    
 
                        50 California Street, 27th Floor
                            San Francisco, CA 94111
                                 (415) 392-6181
                           Toll Free: (800) 824-1580
 
                      Statement of Additional Information
 
                                  June 1, 1998
- --------------------------------------------------------------------------------
 
   
This  Statement of Additional Information relates to the Advisor Class shares of
AIM Global  Financial  Services Fund  ("Financial  Services Fund"),  AIM  Global
Infrastructure   Fund  ("Infrastructure   Fund"),  AIM   Global  Resources  Fund
("Resources Fund"), AIM  Global Consumer Products  and Services Fund  ("Consumer
Products  and Services Fund"), AIM Global  Health Care Fund ("Health Care Fund")
and AIM  Global Telecommunications  Fund  ("Telecommunications Fund")  (each,  a
"Fund"  or "Theme Fund,"  and collectively, the "Funds"  or "Theme Funds"). Each
Fund is a diversified  series of AIM Investment  Funds, Inc. (the "Company"),  a
registered  open-end management investment company. The Financial Services Fund,
Infrastructure Fund,  Resources Fund  and Consumer  Products and  Services  Fund
(each  a "Feeder  Fund," and,  collectively the  "Feeder Funds,")  invest all of
their investable  assets  in the  Global  Financial Services  Portfolio,  Global
Infrastructure   Portfolio,  Global  Resources  Portfolio  and  Global  Consumer
Products and Services  Portfolio (each,  a "Portfolio,"  and, collectively,  the
"Portfolios"),  respectively. This Statement of Additional Information, which is
not a prospectus, supplements and should  be read in conjunction with the  Theme
Funds'  current Advisor Class Prospectus dated June  1, 1998, a copy of which is
available without charge by writing to the above address or calling the Funds at
the toll-free telephone number printed above.
    
 
   
A  I  M  Advisors,  Inc.  ("AIM")  serves  as  the  investment  manager  of  and
adminstrator  for,  and INVESCO  (NY), Inc.  (the  "Sub-adviser") serves  as the
investment sub-adviser  of  and  sub-administrator for  the  Health  Care  Fund,
Telecommunications  Fund  and  the  Portfolios (each  a  "Theme  Portfolio," and
collectively the "Theme Portfolios"). AIM and the Sub-adviser also serve as  the
administrator  and sub-administrator,  respectively, for  each Feeder  Fund. The
distributor  of  the  Funds'   shares  is  A  I   M  Distributors,  Inc.   ("AIM
Distributors").  The Funds' transfer agent is  GT Global Investor Services, Inc.
("GT Services" or the "Transfer Agent").
    
 
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                                                           Page No.
                                                                                                                           --------
<S>                                                                                                                        <C>
Investment Objectives and Policies.......................................................................................      2
Options, Futures and Currency Strategies.................................................................................      6
Risk Factors.............................................................................................................     14
Investment Limitations...................................................................................................     19
Execution of Portfolio Transactions......................................................................................     23
Directors and Executive Officers.........................................................................................     25
Management...............................................................................................................     28
Valuation of Fund Shares.................................................................................................     30
Information Relating to Sales and Redemptions............................................................................     32
Taxes....................................................................................................................     34
Additional Information...................................................................................................     37
Investment Results.......................................................................................................     38
Description of Debt Ratings..............................................................................................     46
Financial Statements.....................................................................................................     48
</TABLE>
    
 
   
                                     [LOGO]
    
 
                   Statement of Additional Information Page 1
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                             INVESTMENT OBJECTIVES
                                  AND POLICIES
 
- --------------------------------------------------------------------------------
 
INVESTMENT OBJECTIVES
   
The  investment objective of  each Feeder Fund is  long-term capital growth. The
investment objective  of the  Health Care  Fund and  Telecommunications Fund  is
long-term capital appreciation and long-term growth of capital, respectively.
    
 
   
Each  Feeder Fund seeks to achieve its  investment objective by investing all of
its investable assets in a Portfolio, each  of which is a subtrust (a  "series")
of Global Investment Portfolio (an open-end management investment company), with
an  investment objective that  is identical to that  of its corresponding Feeder
Fund. Whenever the phrase "all of a Fund's investable assets" is used herein and
in the Prospectus, it means that the only investment securities held by a Feeder
Fund will be  its interest  in its corresponding  Portfolio. A  Feeder Fund  may
withdraw its investment in its corresponding Portfolio at any time, if the Board
of  Directors of the Company determines that it  is in the best interests of the
Fund and its shareholders to  do so. Upon any  such withdrawal, a Feeder  Fund's
assets  would  be invested  in accordance  with the  investment policies  of its
corresponding Portfolio described below and in the Prospectus.
    
 
SELECTION OF EQUITY INVESTMENTS
   
With respect to  the Resources  Portfolio, the Sub-adviser  has identified  four
areas  that  it  expects  will create  investment  opportunities:  (i) improving
supply/demand fundamentals, which  may result in  higher commodity prices;  (ii)
privatization of state-owned natural resource businesses; (iii) management which
can improve production efficiencies without correspondingly increasing commodity
prices;  and (iv) service companies with  emerging technologies that can enhance
productivity or reduce production costs. Of  course, there is no certainty  that
these factors will produce the anticipated results.
    
 
With respect to the Telecommunications Fund, the Sub-adviser has identified four
areas  that it expects will create investment opportunities: (i) deregulation of
companies in  the industry,  which  will allow  competition to  promote  greater
efficiencies;  (ii) privatization of  state-owned telecommunications businesses;
(iii) development of infrastructure in underdeveloped countries and upgrading of
services in other countries;  and (iv) emerging  technologies that will  enhance
productivity  and reduce  costs in  the telecommunications  industry. Of course,
there is no certainty that these factors will produce the anticipated results.
 
There may be times when, in  the opinion of the Sub-adviser, prevailing  market,
economic  or political conditions  warrant reducing the  proportion of the Theme
Portfolios' assets invested in equity  securities and increasing the  proportion
held  in cash (U.S. dollars, foreign currencies or multinational currency units)
or invested in debt securities or  high quality money market instruments  issued
by  corporations or the U.S.,  or a foreign government.  A portion of each Theme
Portfolio's assets  normally  will  be  held  in  cash  (U.S.  dollars,  foreign
currencies  or multinational currency units) or  invested in foreign or domestic
high quality money market  instruments pending investment  of proceeds from  new
sales of fund shares to provide for ongoing expenses and to satisfy redemptions.
 
For   each  Theme  Portfolio's  investment  purposes,  an  issuer  is  typically
considered as located in a particular country  if it (a) is organized under  the
laws  of or has  its principal office  in a particular  country, or (b) normally
derives 50%  or  more of  its  total revenues  from  business in  that  country,
provided  that, in the Sub-adviser's view, the value of such issuer's securities
will tend  to  reflect such  country's  development  to a  greater  extent  than
developments  elsewhere.  However,  these  are  not  absolute  requirements, and
certain companies incorporated  in a  particular country and  considered by  the
Sub-adviser  to  be  located  in  that  country  may  have  substantial  foreign
operations or subsidiaries and/or export sales  exceeding in size the assets  or
sales in that country.
 
In  certain  countries,  governmental  restrictions  and  other  limitations  on
investment may affect a Theme Portfolio's  ability to invest in such  countries.
In  addition,  in  some instances  only  special  classes of  securities  may be
purchased by foreigners and the market prices, liquidity and rights with respect
to those securities may vary from shares owned by nationals. The Sub-adviser  is
not  aware at this time  of the existence of  any investment or exchange control
regulations which  might  substantially  impair  the  operations  of  the  Theme
Portfolios  as  described in  the Prospectus  and  this Statement  of Additional
Information. Restrictions may  in the  future, however, make  it undesirable  to
invest  in  certain  countries.  None  of the  Theme  Portfolios  has  a present
intention of making any significant investment in any country or stock market in
 
                   Statement of Additional Information Page 2
<PAGE>
                             AIM GLOBAL THEME FUNDS
which the Sub-adviser considers the political or economic situation to  threaten
a  Theme Portfolio  with substantial  or total  loss of  its investment  in such
country or market.
 
INVESTMENTS IN OTHER INVESTMENT COMPANIES
   
Each Theme  Portfolio  may invest  in  the securities  of  investment  companies
(including  investment vehicles or  companies advised by  the Sub-adviser or its
affiliates ("Affiliated Funds")) within the limits of the Investment Company Act
of 1940, as amended (the "1940 Act"). These limitations currently provide  that,
in  general,  a Theme  Portfolio may  purchase shares  of an  investment company
unless (a) such a purchase would cause a Theme Portfolio to own in the aggregate
more than 3% of the total outstanding voting stock of the investment company  or
(b)  such a purchase would cause the Theme Portfolio to have more than 5% of its
assets invested  in  the investment  company  or more  than  10% of  its  assets
invested  in  an  aggregate  of all  such  investment  companies.  The foregoing
restrictions do not  apply to  the investment  of the  Financial Services  Fund,
Infrastructure  Fund, Resources Fund and Consumer  Products and Services Fund in
their corresponding Portfolios.  Investment in  closed-end investment  companies
may  involve  the  payment  of  substantial premiums  above  the  value  of such
companies' portfolio securities. Each Theme Portfolio does not intend to  invest
in  such investment  companies unless, in  the judgment of  the Sub-adviser, the
potential benefits of  such investments  justify the payment  of any  applicable
premiums. The return on such securities will be reduced by operating expenses of
such   companies,  including  payments  to  the  investment  managers  of  those
investment companies.  With  respect to  investments  in Affiliated  Funds,  the
Sub-adviser  waives its advisory fee  to the extent that  such fees are based on
assets of a Theme Portfolio invested in Affiliated Funds.
    
 
DEPOSITORY RECEIPTS
A Theme Portfolio may hold securities of foreign issuers in the form of American
Depository  Receipts  ("ADRs"),  American  Depository  Shares  ("ADSs"),  Global
Depository  Receipts ("GDRs") and European Depository Receipts ("EDRs") or other
securities convertible  into  securities  of  eligible  foreign  issuers.  These
securities  may  not necessarily  be  denominated in  the  same currency  as the
securities for which they may be  exchanged. ADRs and ADSs are typically  issued
by  an  American bank  or  trust company  and  evidence ownership  of underlying
securities issued by a foreign  corporation. EDRs, which are sometimes  referred
to  as Continental Depository Receipts ("CDRs"),  are issued in Europe typically
by foreign banks and trust companies and evidence ownership of either foreign or
domestic securities.  GDRs are  similar to  EDRs  and are  designed for  use  in
several  international financial markets. Generally, ADRs and ADSs in registered
form are designed for use in U.S. securities markets and EDRs in bearer form are
designed for use  in European  securities markets.  For purposes  of each  Theme
Portfolio's  investment policies, a Theme Portfolio's investments in ADRs, ADSs,
GDRs and  EDRs  will  be deemed  to  be  investments in  the  equity  securities
representing securities of foreign issuers into which they may be converted.
 
ADR  facilities may be established as either "unsponsored" or "sponsored." While
ADRs issued under these  two types of facilities  are in some respects  similar,
there  are distinctions between  them relating to the  rights and obligations of
ADR holders and the practices of market participants. A depository may establish
an unsponsored  facility  without  participation by  (or  even  necessarily  the
acquiescence  of) the issuer of the deposited securities, although typically the
depository requests a  letter of  non-objection from  such issuer  prior to  the
establishment  of the facility.  Holders of unsponsored  ADRs generally bear all
the costs  of such  facilities. The  depository usually  charges fees  upon  the
deposit  and withdrawal of the deposited securities, the conversion of dividends
into  U.S.  dollars,  the  disposition   of  non-cash  distributions,  and   the
performance  of  other  services.  The  depository  of  an  unsponsored facility
frequently is  under  no  obligation to  distribute  shareholder  communications
received  from the issuer of the  deposited securities or to pass-through voting
rights to ADR  holders in  respect of  the deposited  securities. Sponsored  ADR
facilities  are created in generally the  same manner as unsponsored facilities,
except that  the  issuer of  the  deposited  securities enters  into  a  deposit
agreement  with the  depository. The deposit  agreement sets out  the rights and
responsibilities of  the  issuer,  the  depository and  the  ADR  holders.  With
sponsored facilities, the issuer of the deposited securities generally will bear
some of the costs relating to the facility (such as dividend payment fees of the
depository),  although ADR holders continue to bear certain other costs (such as
deposit and withdrawal fees).  Under the terms  of most sponsored  arrangements,
depositories  agree  to distribute  notices of  shareholder meetings  and voting
instructions, and to provide shareholder communications and other information to
the ADR holders at the  request of the issuer  of the deposited securities.  The
Theme Portfolios may invest in both sponsored and unsponsored ADRs.
 
WARRANTS OR RIGHTS
Warrants or rights may be acquired by a Theme Portfolio in connection with other
securities  or  separately and  provide the  Theme Portfolio  with the  right to
purchase at a later date other securities of the issuer.
 
                   Statement of Additional Information Page 3
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
LENDING OF PORTFOLIO SECURITIES
For the purpose of  realizing additional income, each  Theme Portfolio may  make
secured  loans of its securities holdings amounting  to not more than 30% of its
total assets.  Securities  loans are  made  to broker/dealers  or  institutional
investors  pursuant  to  agreements  requiring that  the  loans  be continuously
secured by collateral at least equal at all times to the value of the securities
lent plus any accrued interest, "marked to  market" on a daily basis. The  Theme
Portfolios  may pay reasonable  administrative and custodial  fees in connection
with the loans of their securities. While the securities loan is outstanding,  a
Theme  Portfolio  will continue  to receive  the equivalent  of the  interest or
dividends paid by  the issuer  on the  securities, as  well as  interest on  the
investment  of the collateral or a fee from the borrower. A Theme Portfolio will
have a right  to call  each loan  and obtain  the securities  within the  stated
settlement  period. A  Theme Portfolio  will not have  the right  to vote equity
securities while they are being lent, but it may call in a loan in  anticipation
of  any  important  vote.  Loans  will  only be  made  to  firms  deemed  by the
Sub-adviser to be of good standing and will not be made unless, in the  judgment
of the Sub-adviser, the consideration to be earned from such loans would justify
the risk.
 
   
MONEY MARKET INSTRUMENTS
    
   
Money  market instruments in which the  Theme Portfolios may invest include U.S.
government  securities,  high-grade  commercial  paper,  bank  certificates   of
deposit,  bankers' acceptances and  repurchase agreements related  to any of the
foregoing. "High-grade commercial paper" refers to commercial paper rated A-1 by
Standard & Poor's,  a division  of The McGraw-Hill  Companies, Inc.,  or P-1  by
Moody's Investors Services, Inc. or, if not rated, determined by the Sub-adviser
to be of comparable quality.
    
 
COMMERCIAL BANK OBLIGATIONS
For  the purposes of each Theme  Portfolio's investment policies with respect to
bank obligations, obligations of foreign branches  of U.S. banks and of  foreign
banks  are obligations of the issuing bank and may be general obligations of the
parent bank.  Such  obligations may,  however,  be limited  by  the terms  of  a
specific  obligation  and  by  government  regulation.  As  with  investments in
non-U.S. securities  in  general,  investments in  the  obligations  of  foreign
branches  of U.S. banks and of foreign banks may subject each Theme Portfolio to
investment risks that are different in  some respects from those of  investments
in  obligations of  U.S. issuers. Although  each Theme  Portfolio will typically
acquire obligations issued and supported by the credit of U.S. or foreign  banks
having  total assets  at the  time of purchase  of $1  billion or  more, this $1
billion figure  is  not  an  investment policy  or  restriction  of  each  Theme
Portfolio.  For  the purposes  of  calculation with  respect  to the  $1 billion
figure, the assets of a  bank will be deemed to  include the assets of its  U.S.
and non-U.S. branches.
 
REPURCHASE AGREEMENTS
   
A  repurchase agreement is a transaction in  which a Theme Portfolio purchases a
security from a bank or recognized securities dealer and simultaneously  commits
to resell that security to the bank or dealer at an agreed-upon price, date, and
market  rate  of  interest unrelated  to  the  coupon rate  or  maturity  of the
purchased security.  Although  repurchase  agreements carry  certain  risks  not
associated  with direct investments in securities, including possible decline in
the market value of the underlying securities and delays and costs to the  Theme
Portfolio  if the other party to  the repurchase agreement becomes bankrupt, the
Theme Portfolios intend to enter into repurchase agreements only with banks  and
dealers  believed  by  the  Sub-adviser  to  present  minimal  credit  risks  in
accordance with guidelines established  by the Company's  Board of Directors  or
the  Portfolios' Board of  Trustees, as applicable.  The Sub-adviser will review
and monitor  the  creditworthiness of  such  institutions under  the  applicable
Board's general supervision.
    
 
Each Theme Portfolio will invest only in repurchase agreements collateralized at
all  times in  an amount  at least  equal to  the repurchase  price plus accrued
interest. To the extent that the proceeds from any sale of such collateral  upon
a default in the obligation to repurchase were less than the repurchase price, a
Theme Portfolio would suffer a loss. If the financial institution which is party
to  the  repurchase  agreement  petitions for  bankruptcy  or  otherwise becomes
subject  to  bankruptcy   or  other  liquidation   proceedings,  there  may   be
restrictions  on a Theme Portfolio's ability to  sell the collateral and a Theme
Portfolio could suffer a loss.  However, with respect to financial  institutions
whose  bankruptcy or liquidation proceedings are  subject to the U.S. Bankruptcy
Code, each Theme  Portfolio intends to  comply with provisions  under such  Code
that  would allow the immediate resale  of such collateral. Each Theme Portfolio
will not enter into a  repurchase agreement with a  maturity of more than  seven
days  if, as a result, more than 15% of  the value of its net assets (except for
Health Care Fund,  more than  10% of  the value of  its total  assets) would  be
invested in such repurchase agreements and other illiquid investments.
 
BORROWING, REVERSE REPURCHASE AGREEMENTS AND "ROLL" TRANSACTIONS
Each  Theme Portfolio's borrowings will not exceed  33 1/3% of its total assets,
i.e., the Theme Portfolio's total assets at  all times will equal at least  300%
of  the amount of outstanding borrowings. If market fluctuations in the value of
a Theme Portfolio's securities  holdings or other factors  cause the ratio of  a
Theme  Portfolio's total  assets to outstanding  borrowings to  fall below 300%,
within three days  (excluding Sundays  and holidays)  of such  event that  Theme
Portfolio may be required to sell portfolio securities to restore the 300% asset
coverage,   even  though  from   an  investment  standpoint   such  sales  might
 
                   Statement of Additional Information Page 4
<PAGE>
                             AIM GLOBAL THEME FUNDS
be disadvantageous. Each Theme Portfolio may also  borrow up to 5% of its  total
assets  for temporary or emergency purposes  other than to meet redemptions. Any
borrowing by a Theme Portfolio may cause greater fluctuation in the value of its
shares than would be the case if that Theme Portfolio did not borrow.
 
   
Each Theme  Portfolio's  fundamental  investment limitations  permit  the  Theme
Portfolio to borrow money for leveraging purposes. However, each Theme Portfolio
(except  the  Health Care  Fund)  is currently  prohibited,  pursuant to  a non-
fundamental investment  policy,  from  borrowing  money  in  order  to  purchase
securities.  Nevertheless,  this policy  may  be changed  in  the future  by the
Company's  Board  of  Directors  or  the  Portfolios'  Board  of  Trustees,   as
applicable.  If a Theme  Portfolio employs leverage  in the future,  it would be
subject to certain additional risks. Use of leverage creates an opportunity  for
greater growth of capital but would exaggerate any increases or decreases in the
net  asset value of the Financial  Services Fund, Infrastructure Fund, Resources
Fund, Consumer Products and Services Fund or a Theme Portfolio. When the  income
and  gains on  securities purchased with  the proceeds of  borrowings exceed the
costs of such  borrowings, a Theme  Portfolio's earnings or  a Fund's net  asset
value will increase faster than otherwise would be the case; conversely, if such
income  and gains fail to  exceed such costs, a  Theme Portfolio's earnings or a
Fund's net asset value would decline faster than would otherwise be the case.
    
 
Each Theme Portfolio  may enter  into reverse repurchase  agreements. A  reverse
repurchase agreement is a borrowing transaction in which the Portfolio transfers
possession  of a security  to another party  such as a  bank or broker/dealer in
return for cash,  and agrees  to repurchase  the security  in the  future at  an
agreed  upon price, which  includes an interest  component. Each Theme Portfolio
may also engage  in "roll"  borrowing transactions,  which involve  the sale  of
Government  National  Mortgage  Association  certificates  or  other  securities
together with a commitment (for which the Theme Portfolio may receive a fee)  to
purchase  similar, but  not identical, securities  at a future  date. Each Theme
Portfolio will  segregate with  a custodian,  cash or  liquid securities  in  an
amount sufficient to cover its obligations under "roll" transactions and reverse
repurchase  agreements  with  broker/dealers.  No  segregation  is  required for
reverse repurchase agreements with banks.
 
SHORT SALES
Each Theme Portfolio  may make  short sales  of securities.  A short  sale is  a
transaction in which a Theme Portfolio sells a security in anticipation that the
market  price of that  security will decline.  A Theme Portfolio  may make short
sales (i) as a form of hedging to offset potential declines in long positions in
securities it owns, or anticipates acquiring, or in similar securities, and (ii)
in order to maintain flexibility in its securities holdings.
 
When a Theme Portfolio makes a short sale of a security it does not own, it must
borrow the security  sold short  and deliver it  to the  broker/dealer or  other
intermediary  through which it made the short sale. The Theme Portfolio may have
to pay a fee to borrow particular securities and will often be obligated to  pay
over any payments received on such borrowed securities.
 
A  Theme  Portfolio's  obligation  to replace  the  borrowed  security  when the
borrowing is called or expires will be secured by collateral deposited with  the
intermediary.  The Theme Portfolio  will also be  required to deposit collateral
with its custodian to the  extent, if any, necessary so  that the value of  both
collateral  deposits in the aggregate is at all  times equal to at least 100% of
the current market value of the  security sold short. Depending on  arrangements
made with the intermediary from which it borrowed the security regarding payment
of  any  amounts received  by that  Theme  Portfolio on  such security,  a Theme
Portfolio may not receive  any payments (including  interest) on its  collateral
deposited with such intermediary.
 
If  the price of the security sold short increases between the time of the short
sale and the time a Theme  Portfolio replaces the borrowed security, that  Theme
Portfolio  will  incur a  loss;  conversely, if  the  price declines,  the Theme
Portfolio will  realize  a  gain. Any  gain  will  be decreased,  and  any  loss
increased,  by the transaction costs associated with the transaction. Although a
Theme Portfolio's gain is  limited by the  price at which  it sold the  security
short, its potential loss theoretically is unlimited.
 
No  Theme Portfolio will make a short sale if, after giving effect to such sale,
the market value of the  securities sold short exceeds 25%  of the value of  its
total assets or the Theme Portfolio's aggregate short sales of the securities of
any one issuer exceed the lesser of 2% of the Theme Portfolio's net assets or 2%
of  the securities of any  class of the issuer.  Moreover, a Theme Portfolio may
engage in  short sales  only with  respect to  securities listed  on a  national
securities  exchange. A Theme  Portfolio may make short  sales "against the box"
without respect to such limitations. In this type of short sale, at the time  of
the  sale the  Theme Portfolio owns  the security it  has sold short  or has the
immediate and unconditional right to acquire at no additional cost the identical
security.
 
                   Statement of Additional Information Page 5
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                         OPTIONS, FUTURES AND CURRENCY
                                   STRATEGIES
 
- --------------------------------------------------------------------------------
 
SPECIAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES
The use of options, futures  contracts and forward currency contracts  ("Forward
Contracts") involves special considerations and risks, as described below. Risks
pertaining to particular instruments are described in the sections that follow.
 
        (1)  Successful  use  of  most of  these  instruments  depends  upon the
    Sub-adviser's ability to  predict movements  of the  overall securities  and
    currency markets, which requires different skills than predicting changes in
    the prices of individual securities. While the Sub-adviser is experienced in
    the  use of these instruments, there can be no assurance that any particular
    strategy adopted will succeed.
 
        (2) There  might  be  imperfect correlation,  or  even  no  correlation,
    between  price  movements  of  an  instrument  and  price  movements  of the
    investments being hedged. For example, if the value of an instrument used in
    a short hedge  increased by less  than the  decline in value  of the  hedged
    investment,  the  hedge  would  not  be fully  successful.  Such  a  lack of
    correlation might  occur  due to  factors  unrelated  to the  value  of  the
    investments  being hedged,  such as  speculative or  other pressures  on the
    markets in  which the  hedging instrument  is traded.  The effectiveness  of
    hedges  using hedging  instruments on indices  will depend on  the degree of
    correlation between price movements in the index and price movements in  the
    investments being hedged.
 
        (3) Hedging strategies, if successful, can reduce risk of loss by wholly
    or  partially offsetting the negative  effect of unfavorable price movements
    in the investments being hedged. However, hedging strategies can also reduce
    opportunity for gain by  offsetting the positive  effect of favorable  price
    movements  in  the hedged  investments. For  example,  if a  Theme Portfolio
    entered into a short  hedge because the Sub-adviser  projected a decline  in
    the price of a security in the Theme Portfolio's portfolio, and the price of
    that security increased instead, the gain from that increase might be wholly
    or  partially offset by  a decline in  the price of  the hedging instrument.
    Moreover, if the price of the  hedging instrument declined by more than  the
    increase  in the price of  the security, the Theme  Portfolio could suffer a
    loss. In either such case, the Theme  Portfolio would have been in a  better
    position had it not hedged at all.
 
        (4)  As described below, a Theme Portfolio might be required to maintain
    assets as "cover," maintain segregated accounts or make margin payments when
    it takes positions  in instruments  involving obligations  to third  parties
    (i.e.,  instruments other  than purchased  options). If  the Theme Portfolio
    were unable to  close out  its positions in  such instruments,  it might  be
    required  to  continue to  maintain  such assets  or  accounts or  make such
    payments until  the  position expired  or  matured. The  requirements  might
    impair the Theme Portfolio's ability to sell a portfolio security or make an
    investment  at a  time when  it would  otherwise be  favorable to  do so, or
    require  that  the  Theme   Portfolio  sell  a   portfolio  security  at   a
    disadvantageous  time. The Theme Portfolio's ability to close out a position
    in an instrument prior to expiration or maturity depends on the existence of
    a liquid secondary market or, in the  absence of such a market, the  ability
    and  willingness of the  other party to the  transaction ("contra party") to
    enter into a transaction  closing out the position.  Therefore, there is  no
    assurance  that any position can  be closed out at a  time and price that is
    favorable to the Theme Portfolio.
 
WRITING CALL OPTIONS
Each Theme Portfolio may  write (sell) call options  on securities, indices  and
currencies.  Call options generally will be written on securities and currencies
that, in the opinion of the Sub-adviser are not expected to make any major price
moves in  the near  future  but that,  over  the long  term,  are deemed  to  be
attractive investments for the Theme Portfolios.
 
A  call option  gives the  holder (buyer)  the right  to purchase  a security or
currency at a specified price (the  exercise price) at any time until  (American
style)  or an (European style) a certain  date (the expiration date). So long as
the obligation  of the  writer of  a call  option continues,  he or  she may  be
assigned  an exercise  notice, requiring  him or  her to  deliver the underlying
security or  currency against  payment of  the exercise  price. This  obligation
terminates upon the expiration of the call option, or such earlier time at which
the  writer  effects  a closing  purchase  transaction by  purchasing  an option
identical to that previously sold.
 
                   Statement of Additional Information Page 6
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
Portfolio securities or currencies on which call options may be written will  be
purchased  solely on the basis of investment considerations consistent with each
Theme Portfolio's  investment objective.  When writing  a call  option, a  Theme
Portfolio, in return for the premium, gives up the opportunity for profit from a
price  increase in the underlying security or currency above the exercise price,
and retains  the risk  of loss  should the  price of  the security  or  currency
decline.  Unlike one who owns securities or currencies not subject to an option,
a Theme  Portfolio has  no control  over when  it may  be required  to sell  the
underlying  securities or currencies, since most options may be exercised at any
time prior to the option's expiration. If  a call option that a Theme  Portfolio
has  written expires, the Theme  Portfolio will realize a  gain in the amount of
the premium; however, such gain may be  offset by a decline in the market  value
of  the underlying security  or currency during  the option period.  If the call
option is exercised, the Theme  Portfolio will realize a  gain or loss from  the
sale  of the underlying security or currency,  which will be increased or offset
by the premium received.  Each Theme Portfolio does  not consider a security  or
currency  covered by a call option to be  "pledged" as that term is used in that
Theme Portfolio's policy that limits the pledging or mortgaging of its assets.
 
Writing call options can serve as a limited short hedge because declines in  the
value  of the  hedged investment would  be offset  to the extent  of the premium
received  for  writing  the  option.  However,  if  the  security  or   currency
appreciates to a price higher than the exercise price of the call option, it can
be  expected that  the option will  be exercised  and a Theme  Portfolio will be
obligated to sell the security or currency at less than its market value.
 
The premium that a Theme Portfolio receives for writing a call option is  deemed
to  constitute the market  value of an  option. The premium  the Theme Portfolio
will receive from writing  a call option will  reflect, among other things,  the
current  market  price of  the underlying  investment,  the relationship  of the
exercise price to  such market  price, the  historical price  volatility of  the
underlying  investment,  and the  length of  the  option period.  In determining
whether a  particular  call  option  should be  written,  the  Sub-adviser  will
consider the reasonableness of the anticipated premium and the likelihood that a
liquid secondary market will exist for those options.
 
Closing  transactions  will be  effected  in order  to  realize a  profit  on an
outstanding call  option, to  prevent an  underlying security  or currency  from
being  called, or  to permit  the sale of  the underlying  security or currency.
Furthermore, effecting a closing  transaction will permit  a Theme Portfolio  to
write  another call option on the underlying  security or currency with either a
different exercise price or expiration date, or both.
 
Each Theme Portfolio will pay transaction  costs in connection with the  writing
of  options and in  entering into closing  purchase contracts. Transaction costs
relating to  options  activity are  normally  higher than  those  applicable  to
purchases and sales of portfolio securities.
 
The  exercise price of the  options may be below, equal  to or above the current
market values of the  underlying securities, indices or  currencies at the  time
the  options are written. From  time to time, a  Theme Portfolio may purchase an
underlying security or currency for delivery in accordance with the exercise  of
an  option, rather than delivering such security or currency from its portfolio.
In such cases, additional costs will be incurred.
 
A Theme  Portfolio  will  realize a  profit  or  loss from  a  closing  purchase
transaction  if the cost of the transaction  is less or more, respectively, than
the premium received from  writing the option. Because  increases in the  market
price  of a call option generally will  reflect increases in the market price of
the underlying security or currency, any loss resulting from the repurchase of a
call option is likely to  be offset in whole or  in part by appreciation of  the
underlying security or currency owned by a Theme Portfolio.
 
WRITING PUT OPTIONS
Each   Theme  Portfolio  may  write  put  options  on  securities,  indices  and
currencies. A put option gives  the purchaser of the  option the right to  sell,
and  the  writer (seller)  the  obligation to  buy,  the underlying  security or
currency at  the  exercise  price at  any  time  until (American  style)  or  on
(European  style) the  expiration date.  The operation  of put  options in other
respects, including their related risks and rewards, is substantially  identical
to that of call options.
 
A  Theme Portfolio generally would write  put options in circumstances where the
Sub-adviser wishes to purchase the underlying  security or currency for a  Theme
Portfolio's  holdings at  a price  lower than  the current  market price  of the
security or currency. In such event, a Theme Portfolio would write a put  option
at  an  exercise price  that, reduced  by  the premium  received on  the option,
reflects the lower price it is willing  to pay. Since the Theme Portfolio  would
also  receive interest on debt securities  or currencies maintained to cover the
exercise price of the  option, this technique could  be used to enhance  current
return  during periods  of market  uncertainty. The  risk in  such a transaction
would be that  the market  price of the  underlying security  or currency  would
decline below the exercise price less the premium received.
 
                   Statement of Additional Information Page 7
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
Writing  put options can serve as a  limited long hedge because increases in the
value of the  hedged investment would  be offset  to the extent  of the  premium
received   for  writing  the  option.  However,  if  the  security  or  currency
depreciates to a price lower than the  exercise price of the put option, it  can
be  expected that the put option will be exercised and a Theme Portfolio will be
obligated to purchase the security or currency at greater than its market value.
 
PURCHASING PUT OPTIONS
Each Theme  Portfolio  may  purchase  put options  on  securities,  indices  and
currencies.  As the  holder of a  put option,  a Theme Portfolio  would have the
right to sell the underlying security or  currency at the exercise price at  any
time  until (American style) or on (European style) the expiration date. A Theme
Portfolio may enter into closing sale transactions with respect to such options,
exercise such option or permit such option to expire.
 
Each Theme Portfolio  may purchase  a put option  on an  underlying security  or
currency  ("protective put")  owned by the  Theme Portfolio in  order to protect
against an anticipated decline  in the value of  the security or currency.  Such
hedge  protection is provided  only during the  life of the  put option when the
Theme Portfolio, as the holder of the put option, is able to sell the underlying
security or currency at the put exercise price regardless of any decline in  the
underlying  security's market  price or  currency's exchange  value. The premium
paid for  the put  option and  any  transaction costs  would reduce  any  profit
otherwise available for distribution when the security or currency is eventually
sold.
 
A  Theme Portfolio may also purchase put options  at a time when it does not own
the underlying security or currency. By purchasing put options on a security  or
currency  it does not own, that Theme  Portfolio seeks to benefit from a decline
in the market price of the underlying security or currency. If the put option is
not sold when it has remaining value, and if the market price of the  underlying
security  or currency remains equal to or greater than the exercise price during
the life of the put option, the Theme Portfolio will lose its entire  investment
in  the put option. In order for the  purchase of a put option to be profitable,
the  market  price  of  the   underlying  security  or  currency  must   decline
sufficiently  below  the exercise  price to  cover  the premium  and transaction
costs, unless the put option is sold in a closing sale transaction.
 
PURCHASING CALL OPTIONS
Each Theme  Portfolio  may purchase  call  options on  securities,  indices  and
currencies.  As the holder of a call  option, the Theme Portfolio would have the
right to purchase the underlying security  or currency at the exercise price  at
any  time until (American style)  or on (European style)  the expiration date. A
Theme Portfolio may enter  into closing sale transactions  with respect to  such
options, exercise such options or permit such options to expire.
 
Call  options may be purchased by a Theme Portfolio for the purpose of acquiring
the underlying security or currency for its portfolio. Utilized in this fashion,
the purchase  of call  options would  enable a  Theme Portfolio  to acquire  the
security  or currency at the exercise price  of the call option plus the premium
paid. At times,  the net  cost of  acquiring the  security or  currency in  this
manner may be less than the cost of acquiring the security or currency directly.
This  technique may also  be useful to  a Theme Portfolio  in purchasing a large
block of securities  that would be  more difficult to  acquire by direct  market
purchases.  So long as it  holds such a call  option, rather than the underlying
security or currency itself, the Theme Portfolio is partially protected from any
unexpected decline in the  market price of the  underlying security or  currency
and, in such event, could allow the call option to expire, incurring a loss only
to the extent of the premium paid for the option.
 
A  Theme Portfolio  may also purchase  call options on  underlying securities or
currencies it owns to avoid realizing losses that would result in a reduction of
its current return.  For example,  where a Theme  Portfolio has  written a  call
option on an underlying security or currency having a current market value below
the  price at which  it purchased the  security or currency,  an increase in the
market price could  result in the  exercise of  the call option  written by  the
Theme  Portfolio and  the realization  of a loss  on the  underlying security or
currency. Accordingly, the Theme Portfolio could  purchase a call option on  the
same  underlying security or  currency, which could be  exercised to fulfill the
Theme Portfolio's  delivery  obligations  under  its  written  call  (if  it  is
exercised).  This strategy could allow the  Theme Portfolio to avoid selling the
portfolio security  or  currency at  a  time when  it  has an  unrealized  loss;
however,  the Theme Portfolio would  have to pay a  premium to purchase the call
option plus transaction costs.
 
Aggregate premiums paid  for put and  call options  will not exceed  5% of  each
Theme Portfolio's total assets at the time of each purchase.
 
A Theme Portfolio may attempt to accomplish objectives similar to those involved
in  using Forward Contracts by  purchasing put or call  options on currencies. A
put option  gives  the Theme  Portfolio  as purchaser  the  right (but  not  the
obligation)  to sell a specified amount of currency at the exercise price at any
time until (American style)  or on (European style)  the expiration date of  the
option.  A call option gives the Theme Portfolio as purchaser the right (but not
the obligation) to purchase a specified amount of currency at the exercise price
at any time until (American style) or on (European style) the expiration date of
the option. A Theme Portfolio might purchase a currency put option, for example,
 
                   Statement of Additional Information Page 8
<PAGE>
                             AIM GLOBAL THEME FUNDS
to protect itself against a decline in  the dollar value of a currency in  which
it  holds  or anticipates  holding securities.  If  the currency's  value should
decline against the  dollar, the  loss in currency  value should  be offset,  in
whole  or in part, by an  increase in the value of the  put. If the value of the
currency instead should rise against the  dollar, any gain to a Theme  Portfolio
would  be reduced by the premium it had paid for the put option. A currency call
option might  be purchased,  for  example, in  anticipation  of, or  to  protect
against,  a rise in the value against the  dollar of a currency in which a Theme
Portfolio anticipates purchasing securities.
 
Options may  be either  listed  on an  exchange  or traded  in  over-the-counter
("OTC")  markets. Listed options are third-party contracts (I.E., performance of
the obligations of  the purchaser and  seller is guaranteed  by the exchange  or
clearing  corporation) and have standardized strike prices and expiration dates.
OTC options are two-party contracts with negotiated strike prices and expiration
dates. A Theme Portfolio will not purchase an OTC option unless it believes that
daily valuations for  such options  are readily obtainable.  OTC options  differ
from  exchange-traded options  in that OTC  options are  transacted with dealers
directly and not through a clearing corporation (which guarantees  performance).
Consequently,  there  is  a risk  of  non-performance  by the  dealer.  Since no
exchange is involved, OTC options are valued  on the basis of an average of  the
last  bid prices obtained from dealers, unless  a quotation from only one dealer
is available, in which case only that  dealer's price will be used. In the  case
of  OTC options, there can  be no assurance that  a liquid secondary market will
exist for any particular option at any specific time.
 
The staff of the Securities and Exchange Commission ("SEC") considers  purchased
OTC  options to  be illiquid  securities. A  Theme Portfolio  may also  sell OTC
options and, in connection therewith, segregate assets or cover its  obligations
with  respect to OTC options written by  the Theme Portfolio. The assets used as
cover for OTC options written by  a Theme Portfolio will be considered  illiquid
unless  the OTC options are  sold to qualified dealers  who agree that the Theme
Portfolio may repurchase  any OTC  option it  writes at  a maximum  price to  be
calculated  by a formula set forth in the option agreement. The cover for an OTC
option written subject to  this procedure would be  considered illiquid only  to
the  extent  that the  maximum repurchase  price under  the formula  exceeds the
intrinsic value of the option.
 
A  Theme  Portfolio's  ability   to  establish  and   close  out  positions   in
exchange-listed  options depends  on the existence  of a liquid  market. A Theme
Portfolio intends to purchase  or write only  those exchange-traded options  for
which  there appears to be  a liquid secondary market.  However, there can be no
assurance that  such  a  market  will exist  at  any  particular  time.  Closing
transactions  can be made for OTC options  only by negotiating directly with the
contra party or  by a transaction  in the  secondary market if  any such  market
exists.  Although a Theme Portfolio will enter into OTC options only with contra
parties that are expected  to be capable of  entering into closing  transactions
with the Theme Portfolio, there is no assurance that the Theme Portfolio will in
fact  be able to close out an OTC  option position at a favorable price prior to
expiration. In the event of insolvency of the contra party, the Theme  Portfolio
might  be unable to  close out an OTC  option position at any  time prior to its
expiration.
 
INDEX OPTIONS
Puts and calls on indices are similar to puts and calls on securities or futures
contracts except that all settlements  are in cash and  gain or loss depends  on
changes  in the index in question (and thus on price movements in the securities
market or a particular market sector  generally) rather than on price  movements
in  individual securities or futures contracts.  When a Theme Portfolio writes a
call on an index, it receives a premium and agrees that, prior to the expiration
date, the purchaser of the  call, upon exercise of  the call, will receive  from
the  Theme Portfolio an  amount of cash if  the closing level  of the index upon
which the call  is based is  greater than the  exercise price of  the call.  The
amount of cash is equal to the difference between the closing price of the index
and   the  exercise  price   of  the  call  times   a  specified  multiple  (the
"multiplier"), which determines the  total dollar value for  each point of  such
difference.  When a Theme Portfolio  buys a call on an  index, it pays a premium
and has the same  rights as to such  call as are indicated  above. When a  Theme
Portfolio  buys a put on an index, it pays a premium and has the right, prior to
the expiration  date,  to  require  the  seller  of  the  put,  upon  the  Theme
Portfolio's  exercise of the put, to deliver to the Theme Portfolio an amount of
cash if the closing level of the index upon which the put is based is less  than
the  exercise  price of  the  put, which  amount of  cash  is determined  by the
multiplier, as described above for calls. When a Theme Portfolio writes a put on
an index, it receives a  premium and the purchaser has  the right, prior to  the
expiration  date, to require the  Theme Portfolio to deliver  to it an amount of
cash equal to  the difference between  the closing  level of the  index and  the
exercise  price times  the multiplier,  if the  closing level  is less  than the
exercise price.
 
The risks  of  investment  in index  options  may  be greater  than  options  on
securities.  Because index options  are settled in cash,  when a Theme Portfolio
writes a  call on  an  index it  cannot provide  in  advance for  its  potential
settlement  obligations by  acquiring and  holding the  underlying securities. A
Theme Portfolio can  offset some  of the  risk of  writing a  call index  option
position  by holding a  diversified portfolio of securities  similar to those on
which the underlying index is based.
 
                   Statement of Additional Information Page 9
<PAGE>
                             AIM GLOBAL THEME FUNDS
However, a Theme  Portfolio cannot, as  a practical matter,  acquire and hold  a
portfolio containing exactly the same securities as underlie the index and, as a
result,  bears a risk that  the value of the securities  held will vary from the
value of the index.
 
Even if a  Theme Portfolio could  assemble a securities  portfolio that  exactly
reproduced  the composition of the underlying index, it still would not be fully
covered from a risk standpoint because of the "timing risk" inherent in  writing
index  options. When an index  option is exercised, the  amount of cash that the
holder is  entitled to  receive  is determined  by  the difference  between  the
exercise  price  and the  closing index  level on  the date  when the  option is
exercised. As with  other kinds  of options, the  Theme Portfolio,  as the  call
writer,  will not know that it has been  assigned until the next business day at
the earliest. The time  lag between exercise and  notice of assignment poses  no
risk for the writer of a covered call on a specific underlying security, such as
common stock, because there the writer's obligation is to deliver the underlying
security,  not to pay its value  as of a fixed time in  the past. So long as the
writer already  owns the  underlying  security, it  can satisfy  its  settlement
obligations  by  simply delivering  it, and  the  risk that  its value  may have
declined since the exercise date is borne by the exercising holder. In contrast,
even if the  writer of an  index call  holds securities that  exactly match  the
composition  of  the  underlying index,  it  will  not be  able  to  satisfy its
assignment obligations by  delivering those  securities against  payment of  the
exercise  price. Instead, it will be required to  pay cash in an amount based on
the closing index value on the exercise date; and by the time it learns that  it
has  been assigned, the index may have declined, with a corresponding decline in
the value  of  its securities  portfolio.  This  "timing risk"  is  an  inherent
limitation  on the ability of index call writers to cover their risk exposure by
holding securities positions.
 
If a  Theme Portfolio  purchases an  index option  and exercises  it before  the
closing  index value for that day is available,  it runs the risk that the level
of the underlying  index may subsequently  change. If such  a change causes  the
exercised  option to fall out-of-the-money, the Theme Portfolio will be required
to pay the difference between the closing index value and the exercise price  of
the option (times the applicable multiplier) to the assigned writer.
 
INTEREST RATE, CURRENCY AND STOCK INDEX FUTURES CONTRACTS
Each Theme Portfolio may enter into interest rate or currency futures contracts,
and  may enter  into stock index  futures contracts  (collectively, "Futures" or
"Futures Contracts"),  as  a  hedge  against changes  in  prevailing  levels  of
interest  rates,  currency exchange  rates  or stock  price  levels in  order to
establish more definitely the effective return on securities or currencies  held
or  intended to be acquired by the  Theme Portfolio. A Theme Portfolio's hedging
may include  sales  of Futures  as  an offset  against  the effect  of  expected
increases  in interest rates, and decreases in currency exchange rates and stock
prices, and purchases  of Futures as  an offset against  the effect of  expected
declines  in interest rates,  and increases in currency  exchange rates or stock
prices.
 
Each Theme Portfolio only will enter  into Futures Contracts that are traded  on
futures  exchanges  and  are standardized  as  to maturity  date  and underlying
financial instrument. Futures exchanges and trading thereon in the United States
are regulated under the Commodity Exchange Act by the Commodity Futures  Trading
Commission ("CFTC"). Futures are exchanged in London at the London International
Financial Futures Exchange.
 
Although techniques other than sales and purchases of Futures Contracts could be
used  to reduce a Theme Portfolio's exposure to interest rate, currency exchange
rate and stock market  fluctuations, that Theme Portfolio  may be able to  hedge
its  exposure  more  effectively  and  at a  lower  cost  through  using Futures
Contracts.
 
A Futures Contract provides  for the future  sale by one  party and purchase  by
another party of a specified amount of a specific financial instrument (security
or currency) for a specified price at a designated date, time and place. A stock
index Futures Contract provides for the delivery, at a designated date, time and
place,  of  an amount  of  cash equal  to a  specified  dollar amount  times the
difference between the stock index value at the close of trading on the contract
and the price at  which the Futures Contract  is originally struck; no  physical
delivery  of stocks  comprising the index  is made. Brokerage  fees are incurred
when a  Futures  Contract  is  bought  or sold,  and  margin  deposits  must  be
maintained at all times the Futures Contract is outstanding.
 
Although  Futures Contracts typically require future delivery of and payment for
financial instruments or  currencies, Futures Contracts  usually are closed  out
before  the delivery date. Closing out an open Futures Contract sale or purchase
is effected by entering  into an offsetting Futures  Contract purchase or  sale,
respectively,   for  the  same  aggregate  amount  of  the  identical  financial
instrument or currency and  the same delivery date.  If the offsetting  purchase
price is less than the original sale price, the Theme Portfolio realizes a gain;
if  it  is  more,  the  Theme Portfolio  realizes  a  loss.  Conversely,  if the
offsetting sale  price is  more  than the  original  purchase price,  the  Theme
Portfolio  realizes a gain; if it is  less, the Theme Portfolio realizes a loss.
The transaction costs must also be included in these calculations. There can  be
no  assurance, however,  that a Theme  Portfolio will  be able to  enter into an
offsetting transaction with respect to a particular Futures
 
                  Statement of Additional Information Page 10
<PAGE>
                             AIM GLOBAL THEME FUNDS
Contract at a particular time. If a Theme Portfolio is not able to enter into an
offsetting transaction, that  Theme Portfolio  will continue to  be required  to
maintain the margin deposits on the Futures Contract.
 
As  an example of an offsetting transaction, the contractual obligations arising
from the sale of one Futures Contract of September Deutschemarks on an  exchange
may  be fulfilled  at any  time before  delivery under  the Futures  Contract is
required (I.E., on a specified date  in September, the "delivery month") by  the
purchase  of another  Futures Contract  of September  Deutschemarks on  the same
exchange. In  such instance,  the  difference between  the  price at  which  the
Futures  Contract was sold and the price paid for the offsetting purchase, after
allowance for transaction  costs, represents  the profit  or loss  to the  Theme
Portfolio.
 
Each  Theme Portfolio's  Futures transactions will  be entered  into for hedging
purposes only; that  is, Futures  Contracts will be  sold to  protect against  a
decline in the price of securities or currencies that a Theme Portfolio owns, or
Futures  Contracts will  be purchased  to protect  a Theme  Portfolio against an
increase in the price of securities  or currencies it has committed to  purchase
or expects to purchase.
 
"Margin"  with respect to Futures Contracts is  the amount of funds that must be
deposited by a Theme Portfolio in order to initiate Futures trading and maintain
the Theme Portfolio's open positions in Futures Contracts. A margin deposit made
when the Futures  Contract is  entered into  ("initial margin")  is intended  to
ensure  the Theme Portfolio's performance under the Futures Contract. The margin
required for a particular Futures Contract is  set by the exchange on which  the
Futures  Contract is traded and may be  significantly modified from time to time
by the exchange during the term of the Futures Contract.
 
Subsequent  payments,  called  "variation  margin"  to  and  from  the   futures
commission  merchant through  which the Theme  Portfolio entered  in the Futures
Contract will be made on a daily basis as the price of the underlying  security,
currency  or index fluctuates making the Futures Contract more or less valuable,
a process known as marking-to-market.
 
    RISKS OF  USING  FUTURES CONTRACTS.  The  prices of  Futures  Contracts  are
volatile  and  are influenced  by, among  other  things, actual  and anticipated
changes in  interest rates  and currency  exchange rates,  and in  stock  market
movements,  which  in turn  are  affected by  fiscal  and monetary  policies and
national and international political and economic events.
 
There is a risk  of imperfect correlation between  changes in prices of  Futures
Contracts  and prices  of the  securities or  currencies in  a Theme Portfolio's
portfolio being hedged. The degree  of imperfection of correlation depends  upon
circumstances  such as variations  in speculative market  demand for Futures and
for securities or currencies, including technical influences in Futures trading;
and  differences  between  the  financial  instruments  being  hedged  and   the
instruments  underlying the standard Futures  Contracts available for trading. A
decision of whether, when and how to hedge involves skill and judgment, and even
a well-conceived hedge may be unsuccessful to some degree because of  unexpected
market behavior or interest or currency rate trends.
 
Because  of  the  low  margin deposits  required,  Futures  trading  involves an
extremely high  degree  of leverage.  As  a  result, a  relatively  small  price
movement  in a Futures Contract may result in immediate and substantial loss, as
well as gain, to the investor. For example,  if at the time of purchase, 10%  of
the  value of  the Futures  Contract is  deposited as  margin, a  subsequent 10%
decrease in the value of  the Futures Contract would result  in a total loss  of
the  margin  deposit, before  any deduction  for the  transaction costs,  if the
account were then closed  out. A 15%  decrease would result in  a loss equal  to
150%  of the original margin  deposit, if the Futures  Contract were closed out.
Thus, a purchase or sale of a Futures Contract may result in losses in excess of
the amount invested in the Futures Contract.
 
Most U.S. Futures exchanges limit the amount of fluctuation permitted in Futures
Contract and options on Futures Contract prices during a single trading day. The
daily limit establishes the maximum amount that the price of a Futures  Contract
or option may vary either up or down from the previous day's settlement price at
the  end  of a  trading session.  Once the  daily  limit has  been reached  in a
particular type of Futures Contract or option, no trades may be made on that day
at a price beyond that limit. The daily limit governs only price movement during
a particular trading day and therefore does not limit potential losses,  because
the limit may prevent the liquidation of unfavorable positions. Futures Contract
and  option  prices  have occasionally  moved  to  the daily  limit  for several
consecutive trading days with  little or no  trading, thereby preventing  prompt
liquidation of positions and subjecting some traders to substantial losses.
 
If  a Theme Portfolio  were unable to  liquidate a Futures  or option on Futures
position due to the absence  of a liquid secondary  market or the imposition  of
price  limits,  it could  incur substantial  losses.  The Theme  Portfolio would
continue to be subject to market risk with respect to the position. In addition,
except in the case of purchased  options, the Theme Portfolio would continue  to
be  required to make  daily variation margin  payments and might  be required to
maintain the position being hedged by the  Future or option or to maintain  cash
or securities in a segregated account.
 
                  Statement of Additional Information Page 11
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                             AIM GLOBAL THEME FUNDS
 
Certain  characteristics  of the  Futures market  might  increase the  risk that
movements in the  prices of Futures  Contracts or options  on Futures might  not
correlate  perfectly  with  movements in  the  prices of  the  investments being
hedged. For example,  all participants  in the  Futures and  options on  Futures
markets  are subject to daily  variation margin calls and  might be compelled to
liquidate Futures  or  options on  Futures  positions whose  prices  are  moving
unfavorably  to avoid being  subject to further  calls. These liquidations could
increase price  volatility  of the  instruments  and distort  the  normal  price
relationship  between the Futures  or options and  the investments being hedged.
Also, because initial margin deposit requirements in the Futures market are less
onerous than  margin requirements  in  the securities  markets, there  might  be
increased   participation   by  speculators   in   the  Futures   markets.  This
participation  also  might  cause  temporary  price  distortions.  In  addition,
activities of large traders in both the Futures and securities markets involving
arbitrage,  "program trading"  and other  investment strategies  might result in
temporary price distortions.
 
OPTIONS ON FUTURES CONTRACTS
Options on Futures Contracts are similar to options on securities or  currencies
except that options on Futures Contracts give the purchaser the right, in return
for  the  premium paid,  to  assume a  position in  a  Futures Contract  (a long
position if the option is a call and a short position if the option is a put) at
a specified exercise price  at any time  during the period  of the option.  Upon
exercise  of the option, the  delivery of the Futures  position by the writer of
the option to the holder  of the option will be  accompanied by delivery of  the
accumulated balance in the writer's Futures margin account, which represents the
amount  by which the market price of  the Futures Contract, at exercise, exceeds
(in the case of  a call) or  is less than (in  the case of  a put) the  exercise
price  of the option on  the Futures Contract. If an  option is exercised on the
last trading day prior to the expiration date of the option, the settlement will
be made entirely in cash equal to  the difference between the exercise price  of
the  option and the  closing level of  the securities, currencies  or index upon
which the  Futures Contract  is  based on  the  expiration date.  Purchasers  of
options  who fail to exercise their options  prior to the exercise date suffer a
loss of the premium paid.
 
The purchase of  call options  on Futures  can serve as  a long  hedge, and  the
purchase  of put  options on Futures  can serve  as a short  hedge. Writing call
options on Futures can serve as a  limited short hedge, and writing put  options
on  Futures can serve as a limited long  hedge, using a strategy similar to that
used for writing options on securities, foreign currencies or indices.
 
If a Theme Portfolio writes an option on a Futures Contract, it will be required
to deposit  initial and  variation margin  pursuant to  requirements similar  to
those  applicable to Futures Contracts. Premiums received from the writing of an
option on a Futures Contract are included in the initial margin deposit.
 
A Theme Portfolio may seek to close out an option position by selling an  option
covering  the  same Futures  Contract  and having  the  same exercise  price and
expiration date.  The ability  to  establish and  close  out positions  on  such
options is subject to the maintenance of a liquid secondary market.
 
LIMITATIONS  ON  USE  OF FUTURES,  OPTIONS  ON  FUTURES AND  CERTAIN  OPTIONS ON
CURRENCIES
   
To the extent that a Theme  Portfolio enters into Futures Contracts, options  on
Futures  Contracts, and options on foreign currencies traded on a CFTC-regulated
exchange, in each case other than for BONA FIDE hedging purposes (as defined  by
the CFTC), the aggregate initial margin and premiums required to establish those
positions  (excluding the amount  by which options  are "in-the-money") will not
exceed 5% of  the liquidation value  of the Theme  Portfolio, after taking  into
account  unrealized profits  and unrealized  losses on  any contracts  the Theme
Portfolio has entered into. In general, a  call option on a Futures Contract  is
"in-the-money"  if  the value  of the  underlying  Futures Contract  exceeds the
strike, I.E., exercise, price of the call; a put option on a Futures Contract is
"in-the-money" if the value  of the underlying Futures  Contract is exceeded  by
the  strike price of  the put. This  guideline may be  modified by the Company's
Board of Directors and the Portfolios' Board of Trustees, as applicable, without
a shareholder vote.  This limitation does  not limit the  percentage of a  Theme
Portfolio's assets at risk to 5%.
    
 
FORWARD CONTRACTS
A  Forward Contract is an obligation, usually arranged with a commercial bank or
other currency dealer, to purchase or  sell a currency against another  currency
at  a future  date and price  as agreed upon  by the parties.  A Theme Portfolio
either may  accept or  make delivery  of the  currency at  the maturity  of  the
Forward  Contract. A Theme Portfolio may also, if its contra party agrees, prior
to maturity, enter into a closing transaction involving the purchase or sale  of
an offsetting contract.
 
A  Theme Portfolio engages in forward  currency transactions in anticipation of,
or to protect itself against, fluctuations in exchange rates. A Theme  Portfolio
might  sell a  particular foreign currency  forward, for example,  when it holds
bonds denominated  in  a foreign  currency  but  anticipates, and  seeks  to  be
protected against, a decline in the currency against the U.S. dollar. Similarly,
a  Theme  Portfolio might  sell  the U.S.  dollar  forward when  it  holds bonds
denominated in U.S.
 
                  Statement of Additional Information Page 12
<PAGE>
                             AIM GLOBAL THEME FUNDS
dollars but anticipates,  and seeks to  be protected against,  a decline in  the
U.S.  dollar  relative to  other currencies.  Further,  a Theme  Portfolio might
purchase a currency forward to "lock in" the price of securities denominated  in
that currency that it anticipates purchasing.
 
   
Forward  Contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A Forward
Contract generally has no deposit requirement, and no commissions are charged at
any stage  for  trades.  Each  Theme Portfolio  will  enter  into  such  Forward
Contracts with major U.S. or foreign banks and securities or currency dealers in
accordance  with guidelines approved by the Portfolios' Board of Trustees or the
Company's Board of Directors, as applicable.
    
 
A Theme  Portfolio may  enter  into Forward  Contracts  either with  respect  to
specific  transactions  or with  respect to  overall  investments of  that Theme
Portfolio. The precise matching of the Forward Contract amounts and the value of
specific securities generally will not be  possible because the future value  of
such  securities in  foreign currencies will  change as a  consequence of market
movements in the value of those securities between the date the Forward Contract
is entered into and the  date it matures. Accordingly,  it may be necessary  for
that  Theme Portfolio to purchase additional foreign currency on the spot (I.E.,
cash) market (and bear the expense of such purchase) if the market value of  the
security  is less  than the  amount of foreign  currency the  Theme Portfolio is
obligated to deliver and  if a decision  is made to sell  the security and  make
delivery of the foreign currency. Conversely, it may be necessary to sell on the
spot  market some of  the foreign currency  the Theme Portfolio  is obligated to
deliver. The projection  of short-term  currency market  movements is  extremely
difficult,  and the  successful execution  of a  short-term hedging  strategy is
highly uncertain. Forward Contracts involve  the risk that anticipated  currency
movements will not be predicted accurately, causing a Theme Portfolio to sustain
losses on these contracts and transaction costs.
 
At  or before the maturity of a  Forward Contract requiring a Theme Portfolio to
sell a currency, that  Theme Portfolio either  may sell a  security and use  the
sale proceeds to make delivery of the currency or retain the security and offset
its  contractual  obligation  to deliver  the  currency by  purchasing  a second
contract pursuant to which the Theme Portfolio will obtain, on the same maturity
date, the  same  amount  of  the  currency that  it  is  obligated  to  deliver.
Similarly,  a Theme Portfolio may  close out a Forward  Contract requiring it to
purchase a specified currency by entering into a second contract, if its  contra
party  agrees, entitling it to sell the same  amount of the same currency on the
maturity date of the first contract. A  Theme Portfolio would realize a gain  or
loss  as a  result of  entering into such  an offsetting  Forward Contract under
either circumstance  to  the extent  the  exchange  rate or  rates  between  the
currencies  involved moved between the execution dates of the first contract and
the offsetting contract.
 
The cost  to a  Theme Portfolio  of engaging  in Forward  Contracts varies  with
factors  such as the currencies involved, the  length of the contract period and
the market conditions  then prevailing.  Because Forward  Contracts are  usually
entered  into on a principal basis, no fees or commissions are involved. The use
of Forward  Contracts does  not  eliminate fluctuations  in  the prices  of  the
underlying  securities a Theme Portfolio owns or intends to acquire, but it does
establish a rate  of exchange in  advance. In addition,  while Forward  Contract
sales  limit  the risk  of loss  due to  a decline  in the  value of  the hedged
currencies, they also  limit any  potential gain  that might  result should  the
value of the currencies increase.
 
FOREIGN CURRENCY STRATEGIES -- SPECIAL CONSIDERATIONS
A  Theme Portfolio  may use  options on  foreign currencies,  Futures on foreign
currencies, options on Futures on  foreign currencies and Forward Contracts,  to
hedge  against movements in  the values of  the foreign currencies  in which the
Theme Portfolio's securities are denominated.  Such currency hedges can  protect
against  price movements in a security that  the Theme Portfolio owns or intends
to acquire that  are attributable to  changes in  the value of  the currency  in
which  it is  denominated. Such  hedges do  not, however,  protect against price
movements in the securities that are attributable to other causes.
 
A Theme  Portfolio  might seek  to  hedge against  changes  in the  value  of  a
particular  currency  when  no  Futures  Contract,  Forward  Contract  or option
involving that currency is available or one of such contracts is more  expensive
than  certain  other contracts.  In such  cases, the  Theme Portfolio  may hedge
against price movements in that currency by entering into a contract on  another
currency  or basket of currencies, the  values of which the Sub-adviser believes
will have a positive correlation to the value of the currency being hedged.  The
risk  that movements in the  price of the contract  will not correlate perfectly
with movements in the price of the currency being hedged is magnified when  this
strategy is used.
 
The  value of Futures Contracts, options on Futures Contracts, Forward Contracts
and options  on  foreign currencies  depends  on  the value  of  the  underlying
currency  relative  to the  U.S. dollar.  Because foreign  currency transactions
occurring in the  interbank market  might involve  substantially larger  amounts
than  those  involved in  the  use of  Futures  Contracts, Forward  Contracts or
options, a Theme  Portfolio could  be disadvantaged by  dealing in  the odd  lot
market
 
                  Statement of Additional Information Page 13
<PAGE>
                             AIM GLOBAL THEME FUNDS
(generally  consisting  of  transactions  of  less  than  $1  million)  for  the
underlying foreign currencies at prices that  are less favorable than for  round
lots.
 
There is no systematic reporting of last sale information for foreign currencies
or  any  regulatory requirements  that quotations  available through  dealers or
other market sources be firm or revised on a timely basis. Quotation information
generally is representative of very  large transactions in the interbank  market
and  thus  might not  reflect  odd-lot transactions  where  rates might  be less
favorable.  The   interbank  market   in  foreign   currencies  is   a   global,
round-the-clock  market. To the  extent the U.S. options  or Futures markets are
closed while the markets for the underlying currencies remain open,  significant
price  and rate movements might take place in the underlying markets that cannot
be reflected in  the markets  for the Futures  contracts or  options until  they
reopen.
 
Settlement of Futures Contracts, Forward Contracts and options involving foreign
currencies  might  be required  to  take place  within  the country  issuing the
underlying currency. Thus, a Theme Portfolio might be required to accept or make
delivery of  the underlying  foreign currency  in accordance  with any  U.S.  or
foreign regulations regarding the maintenance of foreign banking arrangements by
U.S.  residents  and  might be  required  to  pay any  fees,  taxes  and charges
associated with such delivery assessed in the issuing country.
 
COVER
Transactions using Forward Contracts, Futures Contracts and options (other  than
options  purchased  by  a Theme  Portfolio)  expose  the Theme  Portfolio  to an
obligation to another  party. A  Theme Portfolio will  not enter  into any  such
transactions  unless it  owns either (1)  an offsetting  ("covered") position in
securities, currencies, or other options, Forward Contracts or Future Contracts,
or (2) cash, receivables and short-term debt securities with a value  sufficient
at  all times to cover its potential  obligations not covered as provided in (1)
above. Each Theme Portfolio will comply with SEC guidelines regarding cover  for
these  instruments and, if the  guidelines so require, set  aside cash or liquid
securities.
 
Assets used as cover or  held in a segregated account  cannot be sold while  the
position  in the corresponding  Forward Contract, Futures  Contract or option is
open, unless they are replaced with other appropriate assets. If a large portion
of a Theme Portfolio's assets is used for cover or otherwise set aside, it could
affect portfolio management or the Theme Portfolio's ability to meet  redemption
requests or other current obligations.
 
- --------------------------------------------------------------------------------
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
ILLIQUID SECURITIES
Each  Theme  Portfolio  may invest  up  to 15%  of  its net  assets  in illiquid
securities. Securities may be  considered illiquid if  a Theme Portfolio  cannot
reasonably  expect within seven days to  sell the security for approximately the
amount at which  that Theme  Portfolio values such  securities. See  "Investment
Limitations."  The sale  of illiquid  securities, if  they can  be sold  at all,
generally will  require more  time and  result in  higher brokerage  charges  or
dealer  discounts  and  other selling  expenses  than  will the  sale  of liquid
securities such as securities eligible for trading on U.S. securities  exchanges
or  in OTC markets.  Moreover, restricted securities, which  may be illiquid for
purposes of  this limitation,  often sell,  if at  all, at  a price  lower  than
similar securities that are not subject to restrictions on resale.
 
Illiquid  securities include those that are subject to restrictions contained in
the securities  laws of  other countries.  However, securities  that are  freely
marketable  in the country where  they are principally traded,  but would not be
freely marketable in the United States,  will not be considered illiquid.  Where
registration  is required, a Theme Portfolio may be obligated to pay all or part
of the registration expenses  and a considerable period  may elapse between  the
time  of the decision to sell and the  time the Theme Portfolio may be permitted
to sell a security under an effective registration statement. If, during such  a
period,  adverse market  conditions were to  develop, the  Theme Portfolio might
obtain a less favorable price than prevailed when it decided to sell.
 
Not  all  restricted  securities   are  illiquid.  In   recent  years  a   large
institutional   market  has  developed  for  certain  securities  that  are  not
registered under the Securities Act of 1933, as amended ("1933 Act"),  including
private  placements, repurchase agreements, commercial paper, foreign securities
and corporate bonds and notes. These instruments are often restricted securities
because the  securities are  sold in  transactions not  requiring  registration.
Institutional investors generally will not
 
                  Statement of Additional Information Page 14
<PAGE>
                             AIM GLOBAL THEME FUNDS
seek  to sell these  instruments to the  general public, but  instead will often
depend either on an  efficient institutional market  in which such  unregistered
securities can be readily resold or on an issuer's ability to honor a demand for
repayment.  Therefore, the fact that there are contractual or legal restrictions
on resale to the  general public or certain  institutions is not dispositive  of
the liquidity of such investments.
 
Rule  144A under the 1933 Act establishes  a "safe harbor" from the registration
requirements of the  1933 Act  for resales  of certain  securities to  qualified
institutional  buyers.  Institutional  markets  for  restricted  securities have
developed as a result of Rule 144A, providing both readily ascertainable  values
for  restricted securities and the ability to liquidate an investment to satisfy
share redemption orders. Such markets include automated systems for the trading,
clearance and  settlement of  unregistered securities  of domestic  and  foreign
issuers,  such as  the PORTAL  System sponsored  by the  National Association of
Securities Dealers,  Inc.  An  insufficient number  of  qualified  institutional
buyers interested in purchasing Rule 144A-eligible restricted securities held by
a  Theme Portfolio,  however, could affect  adversely the  marketability of such
portfolio securities and the Theme Portfolio might be unable to dispose of  such
securities promptly or at favorable prices.
 
   
With  respect to  liquidity determinations  generally, the  Portfolios' Board of
Trustees or the Company's  Board of Directors, as  applicable, has the  ultimate
responsibility for determining whether specific securities, including restricted
securities  pursuant to Rule  144A under the  1933 Act, are  liquid or illiquid.
Each Board has  delegated the  function of making  day-to-day determinations  of
liquidity  to the  Sub-adviser, in accordance  with procedures  approved by that
Board. The  Sub-adviser takes  into  account a  number  of factors  in  reaching
liquidity decisions, including, but not limited to, (i) the frequency of trading
in  the security; (ii) the number of  dealers that make quotes for the security;
(iii) the  number of  dealers  that have  undertaken to  make  a market  in  the
security;  (iv) the number of other potential  purchasers; and (v) the nature of
the security and  how trading is  effected (e.g.,  the time needed  to sell  the
security,  how  offers  are  solicited  and  the  mechanics  of  transfer).  The
Sub-adviser monitors the liquidity  of securities held  by each Theme  Portfolio
and  periodically  reports  such  determinations  to  the  Portfolios'  Board of
Trustees or the Company's  Board of Directors, as  applicable. If the  liquidity
percentage  restriction  of  a  Theme  Portfolio is  satisfied  at  the  time of
investment, a later increase  in the percentage of  illiquid securities held  by
the  Theme Portfolio resulting from a change  in market value or assets will not
constitute a violation of that restriction. If as a result of a change in market
value or  assets,  the percentage  of  illiquid  securities held  by  the  Theme
Portfolio  increases  above  the  applicable limit,  the  Sub-adviser  will take
appropriate steps to bring the aggregate  amount of illiquid assets back  within
the  prescribed  limitations  as  soon as  reasonably  practicable,  taking into
account the effect of any disposition on the Theme Portfolio.
    
 
FOREIGN SECURITIES
    POLITICAL, SOCIAL AND  ECONOMIC RISKS. Investing  in securities of  non-U.S.
companies may entail additional risks due to the potential political, social and
economic  instability  of  certain  countries and  the  risks  of expropriation,
nationalization, confiscation  or  the  imposition of  restrictions  on  foreign
investment convertibility of currencies into U.S. dollars and on repatriation of
capital  invested. In the event of  such expropriation, nationalization or other
confiscation by any country, a Theme Portfolio could lose its entire  investment
in any such country.
 
    RELIGIOUS,  POLITICAL AND ETHNIC  INSTABILITY. Certain countries  in which a
Theme Portfolio may invest  may have groups that  advocate radical religious  or
revolutionary  philosophies or  support ethnic independence.  Any disturbance on
the  part  of  such  individuals  could  carry  the  potential  for   widespread
destruction  or  confiscation  of  property owned  by  individuals  and entities
foreign to  such  country  and could  cause  the  loss of  a  Theme  Portfolio's
investment  in those  countries. Instability may  also result  from, among other
things; (i) authoritarian governments or  military involvement in political  and
economic    decision-making,   including    changes   in    government   through
extra-constitutional means;  (ii) popular  unrest  associated with  demands  for
improved  political, economic and social conditions; and (iii) hostile relations
with neighboring  or  other  countries.  Such  political,  social  and  economic
instability  could  disrupt the  principal financial  markets  in which  a Theme
Portfolio invests and adversely affect the value of a Theme Portfolio's assets.
 
    FOREIGN  INVESTMENT  RESTRICTIONS.  Certain  countries  prohibit  or  impose
substantial  restrictions on investments in  their capital markets, particularly
their equity  markets, by  foreign entities  such as  a Theme  Portfolio.  These
restrictions  or controls may  at times limit or  preclude investment in certain
securities and may  increase the  cost and expenses  of a  Theme Portfolio.  For
example,   certain   countries  require   prior  governmental   approval  before
investments by  foreign  persons  may  be  made, or  may  limit  the  amount  of
investment by foreign persons in a particular company or limit the investment by
foreign  persons to only  a specific class  of securities of  a company that may
have less  advantageous  terms than  securities  of the  company  available  for
purchase  by nationals. Moreover, the national policies of certain countries may
restrict investment opportunities in issuers  or industries deemed sensitive  to
national  interests. In  addition, some countries  require governmental approval
for the repatriation of investment income, capital or the proceeds of securities
sales by  foreign investors.  In addition,  if  there is  a deterioration  in  a
country's    balance   of   payments   of   for   other   reasons,   a   country
 
                  Statement of Additional Information Page 15
<PAGE>
                             AIM GLOBAL THEME FUNDS
may impose restrictions on foreign capital remittances abroad. A Theme Portfolio
could be adversely affected by  delays in, or a  refusal to grant, any  required
governmental  approval for repatriation, as well as  by the application to it of
other restrictions on investments.
 
    NON-UNIFORM CORPORATE  DISCLOSURE  STANDARDS  AND  GOVERNMENTAL  REGULATION.
Foreign  companies are subject  to accounting, auditing  and financial standards
and requirements that differ, in some cases significantly, from those applicable
to U.S. companies. In particular, the assets, liabilities and profits  appearing
on  the financial  statements of  such a company  may not  reflect its financial
position or results of operations  in the way they  would be reflected had  such
financial  statements been prepared  in accordance with  U.S. generally accepted
accounting principles. Most of the foreign securities held by a Theme  Portfolio
will  not be registered with  the SEC or regulators  of any foreign country, nor
will the issuers thereof be subject  to the SEC's reporting requirements.  Thus,
there  will be  less available  information concerning  most foreign  issuers of
securities held by a Theme Portfolio than is available concerning U.S.  issuers.
In  instances where  the financial  statements of  an issuer  are not  deemed to
reflect accurately the financial situation  of the issuer, the Sub-adviser  will
take  appropriate steps to  evaluate the proposed  investment, which may include
on-site  inspection  of   the  issuer,  interviews   with  its  management   and
consultations   with  accountants,  bankers  and  other  specialists.  There  is
substantially less publicly available  information about foreign companies  than
there  are  reports and  ratings  published about  U.S.  companies and  the U.S.
government. In addition, where public information  is available, it may be  less
reliable  than such information regarding U.S. issuers. Issuers of securities in
foreign jurisdictions are generally not subject to the same degree of regulation
as are  U.S. issuers  with respect  to such  matters as  restrictions on  market
manipulation,  insider trading rules, shareholder  proxy requirements and timely
disclosure of information.
 
    CURRENCY  FLUCTUATIONS.   Because  each   Theme  Portfolio,   under   normal
circumstances,  will invest  a substantial  portion of  its total  assets in the
securities of foreign issuers which  are denominated in foreign currencies,  the
strength  or weakness  of the U.S.  dollar against such  foreign currencies will
account for part of a Theme Portfolio's investment performance. A decline in the
value of any particular currency against the U.S. dollar will cause a decline in
the U.S. dollar value of that Theme Portfolio's holdings of securities and  cash
denominated  in such currency  and, therefore, will cause  an overall decline in
the appropriate Fund's net asset value and any net investment income and capital
gains derived  from  such  securities  to be  distributed  in  U.S.  dollars  to
shareholders  of that Fund. Moreover, if the  value of the foreign currencies in
which a Theme Portfolio  receives its income falls  relative to the U.S.  dollar
between  receipt of the income and  the making of Theme Portfolio distributions,
the Theme Portfolio  may be required  to liquidate securities  in order to  make
distributions  if the Theme  Portfolio has insufficient cash  in U.S. dollars to
meet distribution requirements.
 
The rate of exchange between the U.S. dollar and other currencies is  determined
by  several factors, including the supply  and demand for particular currencies,
central bank efforts to support particular currencies, the relative movement  of
interest  rates and the pace of business activity in the other countries and the
United States, and other economic  and financial conditions affecting the  world
economy.
 
Although  each Theme Portfolio values its assets daily in terms of U.S. dollars,
the Portfolios do  not intend to  convert their holdings  of foreign  currencies
into  U.S. dollars  on a daily  basis. Each Portfolio  will do so,  from time to
time, and  investors  should be  aware  of  the costs  of  currency  conversion.
Although  foreign exchange dealers do  not charge a fee  for conversion, they do
realize a profit based on the difference ("spread") between the prices at  which
they buy and sell various currencies. Thus, a dealer may offer to sell a foreign
currency  to a Portfolio at  one rate, while offering  a lesser rate of exchange
should a Portfolio desire to sell the currency to the dealer.
 
    ADVERSE MARKET CHARACTERISTICS.  Securities of many  foreign issuers may  be
less  liquid and their  prices more volatile than  securities of comparable U.S.
issuers. In  addition,  foreign securities  markets  and brokers  generally  are
subject  to  less governmental  supervision and  regulation  than in  the United
States, and  foreign  securities  transactions  usually  are  subject  to  fixed
commissions,  which  generally are  higher than  negotiated commissions  on U.S.
transactions. In addition,  foreign securities  transactions may  be subject  to
difficulties  associated  with the  settlement of  such transactions.  Delays in
settlement could result in  temporary periods when assets  of a Theme  Portfolio
are  uninvested  and no  return  is earned  thereon.  The inability  of  a Theme
Portfolio to make intended security  purchases due to settlement problems  could
cause   that  Theme  Portfolio  to  miss  attractive  investment  opportunities.
Inability to dispose of a portfolio  security due to settlement problems  either
could  result in losses  to that Theme  Portfolio due to  subsequent declines in
value of the portfolio security or, if  that Theme Portfolio has entered into  a
contract  to  sell  the security,  could  result  in possible  liability  to the
purchaser. The Sub-adviser will consider such difficulties when determining  the
allocation  of a  Theme Portfolio's  assets, although  the Sub-adviser  does not
believe that such difficulties  will have a material  adverse effect on a  Theme
Portfolio's portfolio trading activities.
 
                  Statement of Additional Information Page 16
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
Each  Theme Portfolio  may use  foreign custodians,  which may  involve risks in
addition to those  related to  its use of  U.S. custodians.  Such risks  include
uncertainties  relating to  determining and  monitoring the  foreign custodian's
financial strength, reputation and standing; maintaining appropriate  safeguards
concerning  that  Theme Portfolio's  investments;  and possible  difficulties in
obtaining and enforcing judgments against such custodians.
 
   
    WITHHOLDING TAXES. Each Theme Portfolio's net investment income from foreign
issuers may be  subject to withholding  taxes by the  foreign issuer's  country,
thereby  reducing that income or delaying the receipt of income when those taxes
may be recaptured. See "Taxes."
    
 
    CONCENTRATION. To the extent a Theme Portfolio invests a significant portion
of its assets in securities of issuers located in a particular country or region
of the world, such Portfolio may be subject to greater risks and may  experience
greater volatility than a fund that is more broadly diversified geographically.
 
    SPECIAL  CONSIDERATIONS AFFECTING WESTERN  EUROPEAN COUNTRIES. The countries
that are members of the European Economic Community ("Common Market")  (Belgium,
Denmark,  France,  Germany,  Greece,  Ireland,  Italy,  Luxembourg, Netherlands,
Portugal, Spain, and the United  Kingdom) eliminated certain import tariffs  and
quotas  and  other trade  barriers with  respect  to one  another over  the past
several years. The  Sub-adviser believes that  this deregulation should  improve
the  prospects for  economic growth  in many  Western European  countries. Among
other things, the deregulation could  enable companies domiciled in one  country
to  avail  themselves  of lower  labor  costs  existing in  other  countries. In
addition, this deregulation could benefit companies domiciled in one country  by
opening  additional markets  for their  goods and  services in  other countries.
Since, however, it is not  clear what the exact form  or effect of these  Common
Market  reforms  will be  on business  in  Western Europe,  it is  impossible to
predict the long-term  impact of  the implementation  of these  programs on  the
securities owned by a Theme Portfolio.
 
    SPECIAL  CONSIDERATIONS  AFFECTING  RUSSIA AND  EASTERN  EUROPEAN COUNTRIES.
Investing in Russia  and Eastern European  countries involves a  high degree  of
risk  and special considerations not typically  associated with investing in the
United States securities markets, and  should be considered highly  speculative.
Such  risks include: (1)  delays in settling portfolio  transactions and risk of
loss arising out of the system of  share registration and custody; (2) the  risk
that  it may be impossible  or more difficult than  in other countries to obtain
and/or enforce a  judgement; (3) pervasiveness  of corruption and  crime in  the
economic system; (4) currency exchange rate volatility and the lack of available
currency  hedging instruments; (5) higher rates of inflation (including the risk
of  social  unrest  associated  with   periods  of  hyper-inflation)  and   high
unemployment; (6) controls on foreign investment and local practices disfavoring
foreign  investors and limitations on  repatriation of invested capital, profits
and dividends, and  on a fund's  ability to exchange  local currencies for  U.S.
dollars;  (7) political instability and social unrest and violence; (8) the risk
that the governments of Russia and Eastern European countries may decide not  to
continue  to support the economic reform programs implemented recently and could
follow radically different political and/or  economic policies to the  detriment
of  investors,  including non-market-oriented  policies such  as the  support of
certain industries at the expense of other sectors or investors, or a return  to
the  centrally planned economy that existed  when such countries had a communist
form of government; (9) the financial condition of companies in these countries,
including large amounts of inter-company debt which may create a payments crisis
on a national scale; (10) dependency on exports and the corresponding importance
of international trade;  (11) the risk  that the tax  system in these  countries
will  not  be reformed  to prevent  inconsistent, retroactive  and/or exorbitant
taxation; and (12) the underdeveloped nature of the securities markets.
 
    SPECIAL CONSIDERATIONS AFFECTING JAPAN. Japan's economic growth has declined
significantly since 1990. The general government position has deteriorated as  a
result  of weakening economic  growth and stimulative  measures taken to support
economic activity and to  restore financial stability.  Although the decline  in
interest   rates  and  fiscal  stimulation   packages  have  helped  to  contain
recessionary forces, uncertainties remain. Japan is also heavily dependent  upon
international  trade, so its  economy is especially  sensitive to trade barriers
and disputes.  Japan has  had  difficult relations  with its  trading  partners,
particularly the United States, where the trade imbalance is the greatest. It is
possible  that  trade sanctions  and other  protectionist measures  could impact
Japan adversely in both the short and the long term.
 
The common  stocks  of many  Japanese  companies trade  at  high  price-earnings
ratios.  Differences  in accounting  methods make  it  difficult to  compare the
earnings of  Japanese companies  with  those of  companies in  other  countries,
especially  in the  U.S. In  general, however, reported  net income  in Japan is
understated relative to  U.S. accounting standards  and this is  one reason  why
price-earnings   ratios  of  the  stocks   of  Japanese  companies  have  tended
historically to be  higher than  those for  U.S. stocks.  In addition,  Japanese
companies  have  tended to  have  higher growth  rates  than U.S.  companies and
Japanese interest rates  have generally  been lower than  in the  U.S., both  of
which  factors tend to result in  lower discount rates and higher price-earnings
ratios in Japan than in the U.S.
 
                  Statement of Additional Information Page 17
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
The Japanese securities  markets are  less regulated  than those  in the  United
States. Evidence has emerged from time to time of distortion of market prices to
serve  political or other purposes. Shareholders'  rights are not always equally
enforced. In addition, Japan's banking  industry is undergoing problems  related
to bad loans and declining values in real estate.
 
    SPECIAL  CONSIDERATIONS AFFECTING  PACIFIC REGION COUNTRIES.  Certain of the
risks associated with international  investments are heightened for  investments
in  Pacific region  countries. For  example, some  of the  currencies of Pacific
region countries  have  experienced steady  devaluations  relative to  the  U.S.
dollar,  and major  adjustments have been  made periodically in  certain of such
currencies. Certain countries, such as India, face serious exchange constraints.
Jurisdictional disputes  also exist  between  South Korea  and North  Korea.  In
addition,  the  Theme Portfolios  may  invest in  Hong  Kong, which  reverted to
Chinese Administration on July 1, 1997. Investments in Hong Kong may be  subject
to  expropriation, national,  nationalization or  confiscation, in  which case a
Theme Portfolio could lose its entire investment in Hong Kong. In addition,  the
reversion  of Hong Kong also  presents a risk that the  Hong Kong dollar will be
devalued and  a risk  of possible  loss of  investor confidence  in Hong  Kong's
currency, stock market and assets.
 
    SPECIAL  CONSIDERATIONS  AFFECTING  LATIN  AMERICAN  COUNTRIES.  Most  Latin
American countries have experienced substantial,  and in some periods  extremely
high,  rates of  inflation for many  years. Inflation and  rapid fluctuations in
inflation rates have had and may continue  to have very negative effects on  the
economies  and securities markets  of certain Latin  American countries. Certain
Latin American countries are also among the largest debtors to commercial  banks
and foreign governments. At times certain Latin American countries have declared
moratoria  on  the payment  of principal  and/or interest  on external  debt. In
addition, certain  Latin  American  securities  markets  have  experienced  high
volatility in recent years.
 
Latin  American countries may  also close certain sectors  of their economies to
equity investments  by foreigners.  Further  due to  the absence  of  securities
markets  and  publicly  owned corporations  and  due to  restrictions  on direct
investment by foreign entities,  investments may only be  made in certain  Latin
American   countries  solely   or  primarily   through  governmentally  approved
investment vehicles or companies.
 
Certain Latin American countries may have managed currencies that are maintained
at artificial levels to the U.S. dollar rather than at levels determined by  the
market.  This type  of system can  lead to  sudden and large  adjustments in the
currency which, in turn,  can have a disruptive  and negative effect on  foreign
investors.  For example, in late  1994, the value of  the Mexican peso lost more
than one-third of its value relative to the U.S. dollar.
 
    SPECIAL  CONSIDERATIONS  AFFECTING  EMERGING   MARKETS.  Investing  in   the
securities of companies in emerging markets may entail special risks relating to
potential  political and  economic instability  and the  risks of expropriation,
nationalization, confiscation  or  the  imposition of  restrictions  on  foreign
investment,  convertibility of currencies into  U.S. dollars and on repatriation
of capital  invested. In  the event  of such  expropriation, nationalization  or
other  confiscation  by any  country, a  Theme Portfolio  could lose  its entire
investment in any such country.
 
Emerging securities  markets are  substantially  smaller, less  developed,  less
liquid  and more volatile than the major securities markets. The limited size of
emerging securities markets and  limited trading volume  in issuers compared  to
the  volume of trading in  U.S. securities could cause  prices to be erratic for
reasons apart  from factors  that  affect the  quality  of the  securities.  For
example, limited market size may cause prices to be unduly influenced by traders
who  control  large  positions. Adverse  publicity  and  investors' perceptions,
whether or  not  based on  fundamental  analysis,  may decrease  the  value  and
liquidity  of portfolio  securities, especially  in these  markets. In addition,
securities traded in certain emerging markets may be subject to risks due to the
inexperience of financial intermediaries, a lack of modern technology, the  lack
of  a sufficient capital base to expand business operations, and the possibility
of permanent or temporary termination of trading.
 
Settlement mechanisms in emerging securities  markets may be less efficient  and
reliable  than in  more developed markets.  In such  emerging securities markets
there may be share registration and delivery delays or failures.
 
Many emerging market countries have experienced substantial, and in some periods
extremely  high,  rates  of  inflation  for  many  years.  Inflation  and  rapid
fluctuations in inflation rates and corresponding currency devaluations have had
and  may  continue to  have  negative effects  on  the economics  and securities
markets of certain emerging market countries.
 
                  Statement of Additional Information Page 18
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                             INVESTMENT LIMITATIONS
 
- --------------------------------------------------------------------------------
 
FEEDER FUNDS
   
The Financial Services  Fund, Infrastructure Fund,  Resources Fund and  Consumer
Products  and Services Fund each has the following fundamental investment policy
to enable  it to  invest  in the  Financial Services  Portfolio,  Infrastructure
Portfolio,  Resources Portfolio  and Consumer  Products and  Services Portfolio,
respectively:
    
 
Notwithstanding any other investment policy of the Fund, the Fund may invest all
of  its  investable  assets  (cash,   securities  and  receivables  related   to
securities)  in an  open-end management investment  company having substantially
the same investment objective, policies and limitations as the Fund.
 
   
All other fundamental  investment policies, and  the non-fundamental  investment
policies,  of each  Feeder Fund and  its corresponding  Portfolio are identical.
Therefore, although  the following  discusses the  investment policies  of  each
Portfolio  and its Board of Trustees, it applies equally to each Feeder Fund and
its Board of Directors.
    
 
Each Portfolio has adopted the  following investment limitations as  fundamental
policies  that (unless otherwise  noted) may not be  changed without approval by
the affirmative  vote  of the  lesser  of (i)  67%  of that  Portfolio's  voting
securities  represented at a meeting  at which more than  50% of its outstanding
voting securities are  represented, or  (ii) more  than 50%  of its  outstanding
voting  securities. Whenever a Feeder  Fund is requested to  vote on a change in
the investment limitations of its corresponding Portfolio, the Fund will hold  a
meeting  of  its shareholders  and  will cast  its  votes as  instructed  by its
shareholders.
 
No Portfolio may:
 
        (1) Purchase or sell real estate, except that investments in  securities
    of  issuers that  invest in real  estate and  investments in mortgage-backed
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the  Portfolio  may  exercise  rights  under  agreements  relating  to  such
    securities, including the right  to enforce security  interests and to  hold
    real  estate acquired by  reason of such enforcement  until that real estate
    can be liquidated in an orderly manner;
 
        (2) Purchase  or  sell  physical  commodities,  but  the  Portfolio  may
    purchase, sell or enter into financial options and futures, forward and spot
    currency  contracts,  swap  transactions and  other  financial  contracts or
    derivative instruments;
 
        (3) Engage in the business of underwriting securities of other  issuers,
    except  to the extent that the  Portfolio might be considered an underwriter
    under the  federal securities  laws in  connection with  its disposition  of
    portfolio securities;
 
        (4)  Make loans, except through loans of portfolio securities or through
    repurchase agreements, provided  that for purposes  of this limitation,  the
    acquisition  of bonds, debentures, other  debt securities or instruments, or
    participations or  other interests  therein  and investments  in  government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan;
 
        (5)  Issue senior securities or borrow  money, except as permitted under
    the 1940 Act  and then not  in excess of  33 1/3% of  the Portfolio's  total
    assets  (including the  amount borrowed but  reduced by  any liabilities not
    constituting borrowings)  at the  time  of the  borrowing, except  that  the
    Portfolio  may  borrow up  to  an additional  5%  of its  total  assets (not
    including the amount borrowed) for temporary or emergency purposes; or
 
        (6) Purchase securities of any one issuer if, as a result, more than  5%
    of  the Portfolio's  total assets  would be  invested in  securities of that
    issuer or the Portfolio would own or  hold more than 10% of the  outstanding
    voting  securities of that issuer, except that  up to 25% of the Portfolio's
    total assets may be invested without  regard to this limitation, and  except
    that  this limitation does  not apply to securities  issued or guaranteed by
    the U.S.  government, its  agencies or  instrumentalities or  to  securities
    issued by other investment companies.
 
The following investment policies of each Portfolio are not fundamental policies
and  may  be  changed by  vote  of  the Portfolios'  Board  of  Trustees without
shareholder approval. No Portfolio may:
 
        (1) Invest in securities of an issuer if the investment would cause  the
    Portfolio to own more than 10% of any class of securities of any one issuer;
 
                  Statement of Additional Information Page 19
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
        (2)  Invest  in  companies  for the  purpose  of  exercising  control or
    management;
 
        (3) Invest  more than  15% of  its net  assets in  illiquid  securities,
    including securities that are illiquid by virtue of the absence of a readily
    available market;
 
        (4)  Enter into a futures contract, an  option on a futures contract, or
    an option on foreign currency traded  on a CFTC-regulated exchange, in  each
    case  other than for BONA FIDE hedging purposes (as defined by the CFTC), if
    the aggregate initial margin and premiums required to establish all of those
    positions (excluding the amount by which options are "in-the-money") exceeds
    5% of the liquidation value of the Portfolio's portfolio, after taking  into
    account  unrealized  profits  and  unrealized losses  on  any  contracts the
    Portfolio has entered into;
 
   
        (5) Borrow money except for temporary or emergency purposes (other  than
    to  meet redemptions). While  borrowings exceed 5%  of the Portfolio's total
    assets, the Portfolio will not make any additional investments;
    
 
        (6) Invest  more  than  10% of  its  total  assets in  shares  of  other
    investment  companies and may not invest more than 5% of its total assets in
    any one investment company or acquire more than 3% of the outstanding voting
    securities of any one investment company;
 
        (7) Purchase  securities on  margin, provided  that each  Portfolio  may
    obtain short-term credits as may be necessary for the clearance of purchases
    and  sales of securities,  and further provided that  the Portfolio may make
    margin deposits in connection with its use of financial options and futures,
    forward and spot currency contracts,  swap transactions and other  financial
    contracts or derivative instruments; or
 
        (8)  Mortgage, pledge, or  hypothecate any of  its assets, provided that
    this shall not apply  to the transfer of  securities in connection with  any
    permissible  borrowing  or  to collateral  arrangements  in  connection with
    permissible activities.
 
Investors should refer to the Prospectus for further information with respect to
the investment objective of each Feeder  Fund, which may not be changed  without
the  approval of Fund shareholders, and its corresponding Portfolio's investment
objective, which may be  changed without the approval  of its shareholders,  and
other  investment policies, techniques and limitations,  which may or may not be
changed without shareholder approval.
 
HEALTH CARE FUND
The Health  Care  Fund  has  adopted the  following  investment  limitations  as
fundamental  policies, which (unless otherwise noted) may not be changed without
approval by  the  affirmative vote  of  the lesser  of  (i) 67%  of  its  shares
represented  at a meeting at  which more than 50%  of the outstanding shares are
represented, or (ii) more than 50% of the outstanding shares.
 
The Health Care Fund may not:
 
        (1) Purchase or sell real estate, except that investments in  securities
    of  issuers that  invest in real  estate and  investments in mortgage-backed
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the  Health Care Fund may exercise  rights under agreements relating to such
    securities, including the right  to enforce security  interests and to  hold
    real  estate acquired by  reason of such enforcement  until that real estate
    can be liquidated in an orderly manner;
 
        (2) Engage in the business of underwriting securities of other  issuers,
    except  to  the extent  that the  Health  Care Fund  might be  considered an
    underwriter under  the  federal  securities  laws  in  connection  with  its
    disposition of portfolio securities;
 
        (3)  Make loans, except through loans of portfolio securities or through
    repurchase agreements, provided  that for purposes  of this limitation,  the
    acquisition  of bonds, debentures, other  debt securities or instruments, or
    participations or  other interests  therein  and investments  in  government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan;
 
        (4)  Purchase or sell physical commodities, but the Health Care Fund may
    purchase, sell or enter into financial options and futures, forward and spot
    currency contracts,  swap  transactions  and other  financial  contracts  or
    derivative instruments;
 
        (5)  Issue senior securities or borrow  money, except as permitted under
    the 1940 Act and  then not in excess  of 33 1/3% of  the Health Care  Fund's
    total  assets (including the amount borrowed  but reduced by any liabilities
    not constituting borrowings) at the time  of the borrowing, except that  the
    Health  Care Fund may borrow up to an additional 5% of its total assets (not
    including the amount borrowed) for temporary or emergency purposes; or
 
        (6) Purchase securities of any one issuer if, as a result, more than  5%
    of  the Health Care Fund's  total assets would be  invested in securities of
    that issuer or the Health Care Fund would  own or hold more than 10% of  the
    outstanding
 
                  Statement of Additional Information Page 20
<PAGE>
                             AIM GLOBAL THEME FUNDS
    voting  securities of that issuer, except that  up to 25% of the Health Care
    Fund's total assets may be invested  without regard to this limitation,  and
    except  that  this  limitation  does  not  apply  to  securities  issued  or
    guaranteed by the U.S. government,  its agencies or instrumentalities or  to
    securities issued by other investment companies.
 
Notwithstanding  any other investment policy of the Health Care Fund, the Health
Care Fund  may  invest  all  of its  investable  assets  (cash,  securities  and
receivables  related to securities) in an open-end management investment company
having substantially the same investment objective, policies and limitations  as
the Fund.
 
   
The  following investment policies  of the Health Care  Fund are not fundamental
policies and may be changed by vote of the Health Care Fund's Board of Directors
without shareholder approval. The Health Care Fund will not:
    
 
        (1) Purchase securities for which there is no readily available  market,
    or  enter into repurchase  agreements or purchase  time deposits maturing in
    more than seven days, or  purchase OTC options or  hold assets set aside  to
    cover  OTC options written by the Health Care Fund, if immediately after and
    as a result, the  value of such securities  would exceed, in the  aggregate,
    15% of the Health Care Fund's net assets;
 
        (2)  Purchase securities on  margin, provided that  the Health Care Fund
    may obtain  short-term credits  as may  be necessary  for the  clearance  of
    purchases and sales of securities, and further provided that the Health Care
    Fund  may  make margin  deposits  in connection  with  its use  of financial
    options and futures, forward and spot currency contracts, swap  transactions
    and other financial contracts or derivative instruments; or
 
   
        (3)  Mortgage, pledge, or  hypothecate any of  its assets, provided that
    this shall not apply  to the transfer of  securities in connection with  any
    permissible  borrowing  or  to collateral  arrangements  in  connection with
    permissible activities; or
    
 
   
        (4) Borrow money except for temporary or emergency purposes (other  than
    to  meet redemptions). While borrowings exceed  5% of the Health Care Fund's
    total assets, it will not make any additional investments.
    
 
Investors should refer to the Prospectus for further information with respect to
the Health Care Fund's  investment objective, which may  not be changed  without
the  approval of its shareholders, and other investment policies, techniques and
limitations, which may be changed without shareholder approval.
 
TELECOMMUNICATIONS FUND
The Telecommunications Fund has adopted the following investment limitations  as
fundamental  policies, which (unless otherwise noted) may not be changed without
approval by  the  affirmative vote  of  the lesser  of  (i) 67%  of  its  shares
represented  at a meeting at  which more than 50%  of the outstanding shares are
represented, or (ii) more than 50% of the outstanding shares.
 
The Telecommunications Fund may not:
 
        (1) Purchase or sell real estate, except that investments in  securities
    of  issuers that  invest in real  estate and  investments in mortgage-backed
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the Telecommunications Fund may exercise rights under agreements relating to
    such  securities, including the  right to enforce  security interests and to
    hold real estate  acquired by  reason of  such enforcement  until that  real
    estate can be liquidated in an orderly manner;
 
        (2)  Purchase or  sell physical commodities,  but the Telecommunications
    Fund may purchase, sell or enter into financial options and futures, forward
    and spot currency contracts, swap transactions and other financial contracts
    or derivative instruments;
 
        (3) Engage in the business of underwriting securities of other  issuers,
    except to the extent that the Telecommunications Fund might be considered an
    underwriter  under  the  federal  securities  laws  in  connection  with its
    disposition of portfolio securities;
 
        (4) Make loans, except through loans of portfolio securities or  through
    repurchase  agreements, provided that  for purposes of  this limitation, the
    acquisition of bonds, debentures, other  debt securities or instruments,  or
    participations  or  other interests  therein  and investments  in government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan;
 
        (5) Issue senior securities or  borrow money, except as permitted  under
    the  1940 Act and  then not in  excess of 33  1/3% of the Telecommunications
    Fund's total  assets  (including the  amount  borrowed but  reduced  by  any
    liabilities  not  constituting borrowings)  at  the time  of  the borrowing,
    except that the Telecommunications Fund may borrow up to an additional 5% of
    its total  assets  (not including  the  amount borrowed)  for  temporary  or
    emergency purposes; or
 
        (6)  Purchase securities of any one issuer if, as a result, more than 5%
    of  the  Telecommunications  Fund's  total  assets  would  be  invested   in
    securities  of that issuer or the  Telecommunications Fund would own or hold
    more than
 
                  Statement of Additional Information Page 21
<PAGE>
                             AIM GLOBAL THEME FUNDS
    10% of the outstanding voting securities  of that issuer, except that up  to
    25%  of the Telecommunications  Fund's total assets  may be invested without
    regard to this limitation, and except that this limitation does not apply to
    securities issued  or guaranteed  by the  U.S. government,  its agencies  or
    instrumentalities or to securities issued by other investment companies.
 
Notwithstanding  any other investment policy of the Telecommunications Fund, the
Telecommunications  Fund  may  invest  all  of  its  investable  assets   (cash,
securities  and  receivables related  to securities)  in an  open-end management
investment company having substantially the same investment objective,  policies
and limitations as the Fund.
 
   
The  following  investment  policies  of  the  Telecommunications  Fund  are not
fundamental policies  and may  be changed  by  vote of  the Company's  Board  of
Directors without shareholder approval. The Telecommunications Fund may not:
    
 
        (1)  Invest in securities of an issuer if the investment would cause the
    Telecommunications Fund to own more than  10% of any class of securities  of
    any one issuer;
 
        (2)  Invest  in  companies  for the  purpose  of  exercising  control or
    management;
 
        (3) Invest  more than  15% of  its net  assets in  illiquid  securities,
    including securities that are illiquid by virtue of the absence of a readily
    available market;
 
        (4)  Enter into a futures contract, an  option on a futures contract, or
    an option on foreign currency traded  on a CFTC-regulated exchange, in  each
    case  other than for BONA FIDE hedging purposes (as defined by the CFTC), if
    the aggregate initial margin and premiums required to establish all of those
    positions (excluding the amount by which options are "in-the-money") exceeds
    5% of  the liquidation  value of  the Fund's  portfolio, after  taking  into
    account  unrealized profits and unrealized losses  on any contracts the Fund
    has entered into;
 
   
        (5) Borrow money except for temporary or emergency purposes (other  than
    to  meet redemptions). While borrowings  exceed 5% of the Telecommunications
    Fund's total assets, it will not make any additional investments;
    
 
        (6) Purchase securities on margin, provided that the  Telecommunications
    Fund  may obtain short-term credits as may be necessary for the clearance of
    purchases  and  sales   of  securities,  and   further  provided  that   the
    Telecommunications  Fund may make margin deposits in connection with its use
    of financial options and futures, forward and spot currency contracts,  swap
    transactions and other financial contracts or derivative instruments; or
 
        (7)  Mortgage, pledge, or  hypothecate any of  its assets, provided that
    this shall not apply  to the transfer of  securities in connection with  any
    permissible  borrowing  or  to collateral  arrangements  in  connection with
    permissible activities.
 
Investors should refer to the Prospectus for further information with respect to
the Telecommunications Fund's  investment objective,  which may  not be  changed
without  the approval of shareholders, and other investment policies, techniques
and limitations, which may be changed without shareholder approval.
 
If a  percentage  restriction on  investment  or  utilization of  assets  in  an
investment  policy or  restriction is  adhered to at  the time  an investment is
made, a later change in percentage ownership of a security or kind of securities
resulting from changing market  values or a  similar type of  event will not  be
considered  a  violation  of  a Fund's  or  Portfolio's  investment  policies or
restrictions. A Fund or Portfolio  may exchange securities, exercise  conversion
or  subscription rights,  warrants or other  rights to purchase  common stock or
other equity securities and may hold, except  to the extent limited by the  1940
Act, any such securities so acquired without regard to the Fund's or Portfolio's
investment  policies and  restrictions. The original  cost of  the securities so
acquired will  be  included in  any  subsequent  determination of  a  Fund's  or
Portfolio's  compliance with  the investment percentage  limitations referred to
above and in the Prospectus.
 
                  Statement of Additional Information Page 22
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                             EXECUTION OF PORTFOLIO
                                  TRANSACTIONS
 
- --------------------------------------------------------------------------------
 
   
Subject to policies  established by  the Company's  Board of  Directors and  the
Portfolios'  Board of Trustees, the Sub-adviser is responsible for the execution
of  each  Theme  Portfolio's  securities  transactions  and  the  selection   of
broker/dealers  who execute such transactions on behalf of each Theme Portfolio.
In executing transactions, the Sub-adviser seeks  the best net results for  each
Theme  Portfolio, taking into  account such factors as  the price (including the
applicable brokerage commission or dealer spread), size of the order, difficulty
of execution  and operational  facilities  of the  firm involved.  Although  the
Sub-adviser generally seeks reasonably competitive commission rates and spreads,
payment  of the lowest  commission or spread is  not necessarily consistent with
the best  net results.  While each  Theme Portfolio  may engage  in soft  dollar
arrangements  for research services, as described below, it has no obligation to
deal with  any broker/dealer  or group  of broker/dealers  in the  execution  of
portfolio transactions.
    
 
Consistent  with  the interests  of each  Theme  Portfolio, the  Sub-adviser may
select broker/dealers to execute that Theme Portfolio's portfolio transaction on
the basis of the research and brokerage services they provide to the Sub-adviser
for its use in  managing that Theme Portfolio  and its other advisory  accounts.
Such   services  may  include  furnishing   analyses,  reports  and  information
concerning issuers, industries, securities, geographic regions, economic factors
and trends,  portfolio  strategy, and  performance  of accounts;  and  effecting
securities  transactions and  performing functions  incidental thereto  (such as
clearance and settlement).  Research and brokerage  services received from  such
broker  are in  addition to,  and not in  lieu of,  the services  required to be
performed by  the Sub-adviser  under the  applicable investment  management  and
administration  contract. A  commission paid to  such broker may  be higher than
that which another qualified  broker would have charged  for effecting the  same
transaction,  provided that the  Sub-adviser determines in  good faith that such
commission is reasonable in terms either  of that particular transaction or  the
overall  responsibility of the Sub-adviser to that Theme Portfolio and its other
clients and that  the total  commissions paid by  that Theme  Portfolio will  be
reasonable  in relation to the benefits it received over the long term. Research
services may also be received from dealers who execute portfolio transactions in
OTC markets.
 
The Sub-adviser may allocate brokerage  transactions to broker/dealers who  have
entered  into arrangements under which the  broker/dealer allocates a portion of
the commissions paid by a Theme  Portfolio toward payment of its expenses,  such
as custodian fees.
 
Investment  decisions for  a Theme Portfolio  and for  other investment accounts
managed by the  Sub-adviser are  made independently of  each other  in light  of
differing  conditions. However, the same investment decision occasionally may be
made for two  or more of  such accounts,  including a Theme  Portfolio. In  such
cases,  simultaneous  transactions  may  occur.  Purchases  or  sales  are  then
allocated as to price  or amount in  a manner deemed fair  and equitable to  all
accounts  involved. While in  some cases this practice  could have a detrimental
effect upon the price or  value of the security as  far as a Theme Portfolio  is
concerned,  in other  cases the Sub-adviser  believes that  coordination and the
ability to participate in volume transactions  will be beneficial to that  Theme
Portfolio.
 
   
Under  a policy adopted by the Company's  Board of Directors and the Portfolios'
Board of Trustees, and subject to the policy of obtaining the best net  results,
the  Sub-adviser may consider a broker/dealer's sale  of the shares of the Theme
Funds and  the other  portfolios for  which  AIM or  the Sub-adviser  serves  as
investment   manager  or  administrator  in  selecting  broker/dealers  for  the
execution of portfolio transactions. This policy does not imply a commitment  to
execute  portfolio transactions through  all broker/dealers that  sell shares of
the Theme Funds and such other portfolios.
    
 
Each Theme Portfolio contemplates purchasing  most foreign equity securities  in
OTC  markets or stock exchanges located in the countries in which the respective
principal offices of the issuers of the various securities are located, if  that
is the best available market. The fixed commissions paid in connection with most
such foreign stock transactions generally are higher than negotiated commissions
on  U.S.  transactions.  There  generally  is  less  government  supervision and
regulation of foreign  stock exchanges and  brokers than in  the United  States.
Foreign  security settlements  may in  some instances  be subject  to delays and
related administrative uncertainties.
 
Foreign equity securities may be held by a Theme Portfolio in the form of  ADRs,
ADSs, EDRs, CDRs or securities convertible into foreign equity securities. ADRs,
ADSs,  EDRs  and  CDRs  may be  listed  on  stock exchanges,  or  traded  in the
 
                  Statement of Additional Information Page 23
<PAGE>
                             AIM GLOBAL THEME FUNDS
OTC markets in the United States or Europe, as the case may be. ADRs, like other
securities traded in the United States, will be subject to negotiated commission
rates. The foreign and domestic debt securities and money market instruments  in
which a Theme Portfolio may invest are generally traded in the OTC markets.
 
   
A Theme Portfolio does not have any obligation to deal with any broker/dealer or
group  of broker/dealers in the execution of securities transactions. Each Theme
Portfolio contemplates that, consistent  with the policy  of obtaining the  best
net  results, brokerage transactions may  be conducted through certain companies
that are  affiliated  with  AIM  or the  Sub-adviser.  The  Company's  Board  of
Directors  or  the Portfolios'  Board of  Trustees,  as applicable,  has adopted
procedures in conformity with Rule 17e-1 under  the 1940 Act to ensure that  all
brokerage  commissions paid  to such affiliates  are reasonable and  fair in the
context of the market in which they are operating. Any such transactions will be
effected and related compensation  paid only in  accordance with applicable  SEC
regulations.
    
 
   
For the fiscal years ended October 31, 1997, 1996 and 1995, the Health Care Fund
paid  aggregate brokerage  commissions of  $1,150,118, $1,619,500  and $545,743,
respectively. For the fiscal  years ended October 31,  1997, 1996 and 1995,  the
Telecommunications  Fund  paid  aggregate brokerage  commissions  of $2,254,069,
$2,848,733 and $2,253,982, respectively. For the fiscal years ended October  31,
1997,  1996 and 1995, the Financial  Services Portfolio paid aggregate brokerage
commissions of $250,893, $77,822 and $38,814, respectively. For the fiscal years
ended October  31,  1997,  1996  and 1995,  the  Infrastructure  Portfolio  paid
aggregate   brokerage   commissions   of   $131,543,   $124,164   and  $122,399,
respectively. For the fiscal  years ended October 31,  1997, 1996 and 1995,  the
Resources Portfolio paid aggregate brokerage commissions of $1,281,212, $496,370
and  $98,462, respectively. For the fiscal years ended October 31, 1997 and 1996
and for the  fiscal period  December 30,  1994 (commencement  of operations)  to
October  31, 1995, the  Consumer Products and  Services Portfolio paid aggregate
brokerage commissions of $1,454,348, $356,459 and $17,605, respectively. For the
fiscal years ended October 31,  1997 and 1996, the Health  Care Fund paid to  GT
Bank   in  Liechtenstein   AG,  an  "affiliated"   broker,  aggregate  brokerage
commissions of  $23,081 and  $32,898, respectively,  for transactions  involving
purchases  and sales of portfolio securities  which represented 2.01% and 2.03%,
respectively, of the total  brokerage commissions paid by  the Health Care  Fund
and   1.61%  and  1.71%,  respectively,  of   the  aggregate  dollar  amount  of
transactions involving  payment of  commissions  by the  Health Care  Fund.  For
fiscal  year ended Octover 31, 1997, the Telecommunications Fund paid to GT Bank
in Liechtenstein, AG, an "affiliated" broker, aggregate brokerage commissions of
$220,584 for transactions involving purchases and sales of portfolio  securities
which  represented 1.00% of the total brokerage commissions paid by the Fund and
 .67% of  the  aggregate  dollar  amount of  transactions  involving  payment  of
commissions by the Fund.
    
 
PORTFOLIO TRADING AND TURNOVER
   
Although  each Theme Portfolio does not intend generally to trade for short-term
profits, the  securities held  by that  Theme Portfolio  will be  sold  whenever
management  believes it is appropriate to do so, without regard to the length of
time a  particular security  may  have been  held.  Portfolio turnover  rate  is
calculated  by dividing the lesser of sales or purchases of portfolio securities
by  each  Theme  Portfolio's   average  month-end  portfolio  value,   excluding
short-term  investments.  The portfolio  turnover rate  will  not be  a limiting
factor when  management deems  portfolio changes  appropriate. Higher  portfolio
turnover  involves  correspondingly  greater  brokerage  commissions  and  other
transaction costs that the Theme Portfolio will bear directly, and may result in
the realization of net capital gains  that are taxable when distributed to  each
Fund's  shareholders. For the fiscal years ended  October 31, 1996 and 1997, the
Telecommunications  Fund's   portfolio  turnover   rates  were   37%  and   35%,
respectively.  For the fiscal years ended October  31, 1996 and 1997, the Health
Care Fund's portfolio turnover rates were  157% and 149%, respectively. For  the
fiscal  years ended October 31, 1996 and  1997, the portfolio turnover rates for
the  Financial  Services  Portfolio,  Infrastructure  Portfolio  and   Resources
Portfolio  were 103% and 91%,  41% and 41%, and  94% and 321%, respectively. For
the fiscal years ended October 31,  1996 and 1997, the portfolio turnover  rates
for   the  Consumer  Products  and  Services   Portfolio  were  169%  and  392%,
respectively.
    
 
                  Statement of Additional Information Page 24
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                        DIRECTORS AND EXECUTIVE OFFICERS
    
 
- --------------------------------------------------------------------------------
 
   
The  Company's Directors and Executive Officers and the Portfolios' Trustees and
Executive Officers are listed below. The  term "Directors" as used below  refers
to the Company's and the Portfolios' Trustees collectively.
    
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE                     PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                            EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------------  --------------------------------------------------------------------------------
<S>                                            <C>
William J. Guilfoyle*, 39                      Mr. Guilfoyle is President, GT Global, Inc. ("GT Global") since 1995; Director,
Director, Chairman of the Board and President  GT Global since 1991; Senior Vice President and Director of Sales and Marketing,
50 California Street                           GT Global from May 1992 to April 1995; Vice President and Director of Marketing,
San Francisco, CA 94111                        GT Global from 1987 to 1992; Director, Liechtenstein Global Trust AG (holding
                                               company of the various international GT companies) Advisory Board since January
                                               1996; Director, G.T. Global Insurance Agency ("G.T. Insurance") since 1996;
                                               President and Chief Executive Officer, G.T. Insurance since 1995; Senior Vice
                                               President and Director, Sales and Marketing, G.T. Insurance from April 1995 to
                                               November 1995; Senior Vice President, Retail Marketing, G.T. Insurance from 1992
                                               to 1993. Mr. Guilfoyle is also a trustee of each of the other investment
                                               companies registered under the Investment Company Act of 1940, as amended (the
                                               "1940 Act"), that is sub-advised or sub-administered by the Sub-adviser.
 
C. Derek Anderson, 57                          Mr. Anderson is President, Plantagenet Capital Management, LLC (an investment
Director                                       partnership); Chief Executive Officer, Plantagenet Holdings, Ltd. (an investment
220 Sansome Street                             banking firm); Director, Anderson Capital Management, Inc. since 1988; Director,
Suite 400                                      PremiumWear, Inc. (formerly Munsingwear, Inc.) (a casual apparel company) and
San Francisco, CA 94104                        Director, "R" Homes, Inc. and various other companies. Mr. Anderson is also a
                                               trustee of each of the other investment companies registered under the 1940 Act
                                               that is sub-advised or sub-administered by the Sub-adviser.
 
Frank S. Bayley, 58                            Mr. Bayley is a partner of the law firm of Baker & McKenzie, and serves as a
Director                                       Director and Chairman of C.D. Stimson Company (a private investment company).
Two Embarcadero Center                         Mr. Bayley is also a trustee of each of the other investment companies
Suite 2400                                     registered under the 1940 Act that is sub-advised or sub- administered by the
San Francisco, CA 94111                        Sub-adviser.
 
Arthur C. Patterson, 54                        Mr. Patterson is Managing Partner of Accel Partners (a venture capital firm). He
Director                                       also serves as a director of Viasoft and PageMart, Inc. (both public software
428 University Avenue                          companies), as well as several other privately held software and communications
Palo Alto, CA 94301                            companies. Mr. Patterson is also a trustee of each of the other investment
                                               companies registered under the 1940 Act that is sub-advised or sub-administered
                                               by the Sub-adviser.
 
Ruth H. Quigley, 63                            Miss Quigley is a private investor. From 1984 to 1986, she was President of
Director                                       Quigley Friedlander & Co., Inc. (a financial advisory services firm). Miss
1055 California Street                         Quigley is also a trustee of each of the other investment companies registered
San Francisco, CA 94108                        under the 1940 Act that is sub-advised or sub-administered by the Sub-adviser.
</TABLE>
    
 
- --------------
*    Mr.  Guilfoyle is an "interested  person" of the Company  as defined by the
    1940 Act due to his affiliation with the Sub-adviser.
 
                  Statement of Additional Information Page 25
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE                     PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                            EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------------  --------------------------------------------------------------------------------
<S>                                            <C>
John J. Arthur+, 53                            Director, Senior Vice President and Treasurer, A I M Advisors, Inc.; Vice
Vice President                                 President and Treasurer, A I M Management Group Inc., A I M Capital Management,
                                               Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund Management
                                               Company.
 
Kenneth W. Chancey, 52                         Senior Vice President -- Mutual Fund Accounting, the Sub-adviser since 1997;
Vice President and                             Vice President -- Mutual Fund Accounting, the Sub-adviser from 1992 to 1997.
Principal Accounting Officer
50 California Street
San Francisco, CA 94111
 
Melville B. Cox, 54                            Vice President and Chief Compliance Officer, A I M Advisors, Inc., A I M Capital
Vice President                                 Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund
                                               Management Company.
 
Gary T. Crum, 50                               Director and President, A I M Capital Management, Inc.; Director and Senior Vice
Vice President                                 President, A I M Management Group Inc. and A I M Advisors, Inc.; and Director,
                                               A I M Distributors, Inc. and AMVESCAP PLC.
 
Robert H. Graham, 51                           Director, President and Chief Executive Officer, A I M Management Group Inc.;
Vice President                                 Director and President, A I M Advisors, Inc.; Director and Senior Vice
                                               President, A I M Capital Management, Inc., A I M Distributors, Inc., A I M Fund
                                               Services, Inc. and Fund Management Company; Director, AMVESCAP PLC; Chairman of
                                               the Board of Directors and President, INVESCO Holdings Canada Inc.; and
                                               Director, A I M Funds Group Canada Inc. and INVESCO G.P. Canada Inc.
 
Helge K. Lee, 52                               Chief Legal and Compliance Officer -- North America, the Sub-adviser since
Vice President                                 October 1997; Executive Vice President of the Asset Management Division of
50 California Street                           Liechtenstein Global Trust AG since October 1996; Senior Vice President, General
San Francisco, CA 94111                        Counsel and Secretary of LGT Asset Management, Inc., INVESCO (NY), Inc., GT
                                               Global, GT Global Investor Services, Inc. and G.T. Insurance from May 1994 to
                                               October 1996; Senior Vice President, General Counsel and Secretary of
                                               Strong/Corneliuson Management, Inc. and Secretary of each of the Strong Funds
                                               from October 1991 through May 1994.
 
Carol F. Relihan+, 43                          Director, Senior Vice President, General Counsel and Secretary, A I M Advisors,
Vice President                                 Inc.; Vice President, General Counsel and Secretary, A I M Management Group
                                               Inc.; Director, Vice President and General Counsel, Fund Management Company;
                                               Vice President and General Counsel, A I M Fund Services, Inc.; and Vice
                                               President, A I M Capital Management, Inc. and A I M Distributors, Inc.
 
Dana R. Sutton, 39                             Vice President and Fund Controller, A I M Advisors, Inc.; and Assistant Vice
Vice President and Assistant                   President and Assistant Treasurer, Fund Management Company.
Treasurer
</TABLE>
    
 
- --------------
   
+   Mr. Arthur and Ms. Relihan are married to each other.
    
 
                  Statement of Additional Information Page 26
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
The Board of Directors has a  Nominating and Audit Committee, comprised of  Miss
Quigley  and Messrs.  Anderson, Bayley and  Patterson, which  is responsible for
nominating persons to serve  as Directors, reviewing audits  of the Company  and
its  funds  and  recommending firms  to  serve  as independent  auditors  of the
Company. Each of the Directors and Officers of the Company is also a Director or
Trustee and Officer of AIM Investment Portfolios, Inc., AIM Floating Rate  Fund,
AIM Series Trust, AIM Growth Series, AIM Eastern Europe Fund, GT Global Variable
Investment  Trust,  GT  Global  Variable  Investment  Series,  Global Investment
Portfolio (of which  the Portfolios are  subtrusts), Growth Portfolio,  Floating
Rate  Portfolio  and Global  High Income  Portfolio,  which also  are registered
investment companies advised  by AIM and  sub-advised by the  Sub-adviser or  an
affiliate  thereof.  Each Director,  Trustee and  Officer serves  in total  as a
Director,  Trustee  and  Officer,  respectively,  of  12  registered  investment
companies  with 47  series managed  or administrated  by AIM  and sub-advised or
sub-administered by  the  Sub-adviser. Each  Director  who is  not  a  director,
officer  or  employee  of the  Sub-adviser  or  any affiliated  company  is paid
aggregate fees of  $5,000 a year,  plus $300 per  Fund for each  meeting of  the
Board  attended and reimbursed travel and  other expenses incurred in connection
with attendance  at  such meetings.  Other  Directors and  Officers  receive  no
compensation  or expense  reimbursement from  the Company.  For the  fiscal year
ended October  31,  1997, Mr.  Anderson,  Mr.  Bayley, Mr.  Patterson  and  Miss
Quigley,  who are not directors, officers or employees of the Sub-adviser or any
affiliated company, received total compensation of $38,650, $38,650, $27,850 and
$38,650, respectively, from the Company for their services as Directors. For the
fiscal year ended October 31, 1997, Mr. Anderson, Mr. Bayley, Mr. Patterson  and
Miss  Quigley who are not directors, officers or employees of the Sub-adviser or
any other affiliated company, received total compensation of $117,304, $114,386,
$88,350 and $111,688,  respectively, from  the investment  companies managed  or
administered  by AIM and sub-advised or  sub-administered by the Sub-adviser for
which he or she serves as a Director or Trustee. Fees and expenses disbursed  to
the  Directors contained no exercised or payable pension or retirement benefits.
As of May  7, 1998, the  Officers and Directors  and their families  as a  group
owned in the aggregate beneficially or of record less than 1% of the outstanding
shares of each Fund or of all the Company's series in the aggregate.
    
 
                  Statement of Additional Information Page 27
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
INVESTMENT  MANAGEMENT AND ADMINISTRATION SERVICES  RELATING TO THE FEEDER FUNDS
AND THE PORTFOLIOS
   
AIM serves as  each Portfolio's  investment manager and  administrator under  an
investment management and administration contract between each Portfolio and AIM
("Portfolio  Management Contract").  The Sub-adviser serves  as each Portfolio's
sub-adviser and sub-administrator  under a  Sub-Advisory and  Sub-Administration
Agreement  between AIM and the Sub-adviser ("Portfolio Management Sub-Contract,"
and together with the Portfolio  Management Contract, the "Portfolio  Management
Contracts").   AIM  serves  as  administrator  to  each  Feeder  Fund  under  an
administration contract between the Company and AIM ("Administration Contract").
The Sub-adviser  serves  as  sub-administrator  to  each  Feeder  Fund  under  a
sub-administration  contract  between AIM  and the  Sub-adviser ("Administration
Sub-Contract,"   and   together   with   the   Administration   Contract,    the
"Administration  Contracts"). The  Administration Contracts  will not  be deemed
advisory contracts, as defined  under the 1940 Act.  As investment managers  and
administrators,  AIM and the Sub-adviser make  all investment decisions for each
Portfolio and, as  administrators, administer each  Portfolio's and each  Feeder
Fund's affairs. Among other things, AIM and the Sub-adviser furnish the services
and  pay  the  compensation  and  travel expenses  of  persons  who  perform the
executive, administrative, clerical and bookkeeping functions of each  Portfolio
and  each Feeder Fund and provide  suitable office space, necessary small office
equipment and utilities.
    
 
   
The Portfolio Management Contracts  may be renewed with  respect to a  Portfolio
for  additional  one-year  terms,  provided  that  any  such  renewal  has  been
specifically approved at least annually by (i) the Portfolios' Board of Trustees
or the vote of a majority  of the Portfolio's outstanding voting securities  (as
defined  in the 1940 Act) and (ii) a majority of Trustees who are not parties to
the Portfolio Management Contracts or "interested persons" of any such party (as
defined in the 1940 Act),  cast in person at a  meeting called for the  specific
purpose  of voting on such approval.  The Portfolio Management Contracts provide
that with respect to  each Portfolio, and  the Administration Contracts  provide
that with respect to each Feeder Fund, either the Company, each Portfolio or the
Sub-adviser may terminate the Contracts without penalty upon sixty days' written
notice  to  the  other  party.  The  Portfolio  Management  Contracts  terminate
automatically in the event of their assignment (as defined in the 1940 Act).
    
 
INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES RELATING TO THE HEALTH CARE
FUND AND TELECOMMUNICATIONS FUND
AIM serves as the investment manager  and administrator to the Health Care  Fund
and  Telecommunications Fund  under an Investment  Management and Administration
Contract ("Management Contract")  between the Company  and AIM. The  Sub-adviser
serves  as the  sub-adviser and  sub-administrator to  the Health  Care Fund and
Telecommunications Fund  under a  Sub-Advisory and  Sub-Administration  Contract
between  AIM and the  Sub-adviser ("Sub-Management Contract,"  and together with
the Management Contract, the "Management Contracts"). As investment managers and
administrators, AIM and the  Sub-adviser make all  investment decisions for  the
Health  Care Fund  and Telecommunications  Fund and  administer the  Health Care
Fund's and the Telecommunications  Fund's affairs. Among  other things, AIM  and
the  Sub-adviser  furnish  the  services and  pay  the  compensation  and travel
expenses of  persons who  perform the  executive, administrative,  clerical  and
bookkeeping   functions  of   the  Company   and  the   Health  Care   Fund  and
Telecommunications Fund,  and provide  suitable  office space,  necessary  small
office equipment and utilities.
 
   
The  Management  Contracts may  be renewed  for  additional one-year  terms with
respect to the Health Care Fund  and Telecommunications Fund, provided that  any
such  renewal  has been  specifically  approved at  least  annually by:  (i) the
Company's Board of Directors, or  by the vote of a  majority of the Health  Care
Fund  and Telecommunications Fund's outstanding voting securities (as defined in
the 1940 Act),  and (ii)  a majority  of Directors who  are not  parties to  the
Management  Contracts or "interested  persons" of any such  party (as defined in
the 1940 Act), cast in  person at a meeting called  for the specific purpose  of
voting  on such approval. The Management  Contracts provide that with respect to
the Health Care Fund and Telecommunications  Fund either the Company or each  of
AIM  or the Sub-adviser  may terminate the Contracts  without penalty upon sixty
days' written  notice to  the other  party. The  Management Contracts  terminate
automatically in the event of their assignment (as defined in the 1940 Act).
    
 
                  Statement of Additional Information Page 28
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
The   following  table  discloses  the   amount  of  investment  management  and
administration fees paid by the Theme  Portfolios to the Sub-adviser during  the
periods shown:
 
                                HEALTH CARE FUND
 
   
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,                                                                                       AMOUNT PAID
- ----------------------------------------------------------------------------------------------------------  --------------
<S>                                                                                                         <C>
1997......................................................................................................  $    5,820,067
1996......................................................................................................       5,495,494
1995......................................................................................................       4,453,857
</TABLE>
    
 
                            TELECOMMUNICATIONS FUND
 
   
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,                                                                                       AMOUNT PAID
- ----------------------------------------------------------------------------------------------------------  --------------
<S>                                                                                                         <C>
1997......................................................................................................  $   17,999,111
1996......................................................................................................      23,119,601
1995......................................................................................................      23,861,460
</TABLE>
    
 
                          FINANCIAL SERVICES PORTFOLIO
 
   
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,                                                                                       AMOUNT PAID
- ----------------------------------------------------------------------------------------------------------  --------------
<S>                                                                                                         <C>
1997......................................................................................................  $      346,965
1996......................................................................................................          99,991
1995......................................................................................................          51,353
</TABLE>
    
 
                            INFRASTRUCTURE PORTFOLIO
 
   
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,                                                                                       AMOUNT PAID
- ----------------------------------------------------------------------------------------------------------  --------------
<S>                                                                                                         <C>
1997......................................................................................................  $      772,727
1996......................................................................................................         635,456
1995......................................................................................................         601,421
</TABLE>
    
 
   
                              RESOURCES PORTFOLIO
    
 
   
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,                                                                                       AMOUNT PAID
- ----------------------------------------------------------------------------------------------------------  --------------
<S>                                                                                                         <C>
1997......................................................................................................  $      979,215
1996......................................................................................................         425,745
1995......................................................................................................         213,856
</TABLE>
    
 
                    CONSUMER PRODUCTS AND SERVICES PORTFOLIO
 
   
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,                                                                                       AMOUNT PAID
- ----------------------------------------------------------------------------------------------------------  --------------
<S>                                                                                                         <C>
1997......................................................................................................  $    1,207,854
1996......................................................................................................         422,640
1995 (since Fund inception on Dec. 30, 1994)..............................................................          16,284
</TABLE>
    
 
   
For the fiscal years ended October 31, 1995 and 1996, the Sub-adviser reimbursed
the   Financial  Services  Portfolio,  Infrastructure  Portfolio  and  Resources
Portfolio for their respective investment management and administration fees  in
the  amounts  of  $51,353  and  $103,267;  $0  and  $0;  and  $213,856  and  $0,
respectively. Each of these Portfolios had no reimbursement for the fiscal  year
ended  October 31, 1997. For  the fiscal years ended  October 31, 1995, 1996 and
1997, the Financial Services Fund,  Infrastructure Fund and Resources Fund  paid
administration  fees of  $18,756, $34,865  and $119,765;  $208,892, $218,735 and
$266,025; and $74,485,  $147,614 and $338,578,  respectively. However, the  Sub-
adviser  reimbursed those Funds for such fees in the amounts of $18,756, $34,865
and $0; $177,376,  $0 and  $0; and  $74,485, $0  and $0,  respectively. For  the
fiscal  period December  30, 1994  (commencement of  operations) to  October 31,
1995, and for the fiscal years ended October 31, 1996 and 1997, the  Sub-adviser
reimbursed   the  Consumer  Products  and   Services  Portfolio  for  investment
management and  administration  fees  in  the amount  of  $16,284,  $0  and  $0,
respectively. For the same periods, the Consumer Products and Services Fund paid
$5,933,  $147,623 and  $416,297, respectively, in  administration fees; however,
the Sub-adviser  reimbursed  the Fund  in  the amounts  of  $5,933, $0  and  $0,
respectively.
    
 
DISTRIBUTION SERVICES RELATING TO EACH FUND
   
Each  Fund's Advisor Class  shares are offered  continuously through each Fund's
principal underwriter and  distributor, AIM  Distributors, on  a "best  efforts"
basis   pursuant  to  a  distribution  contract  between  the  Company  and  AIM
Distributors without a  front-end sales  charge or a  contingent deferred  sales
charge.
    
 
                  Statement of Additional Information Page 29
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
TRANSFER AGENCY AND ACCOUNTING AGENCY SERVICES
   
The  Transfer  Agent, has  been  retained by  the  Funds to  perform shareholder
servicing, reporting and general  transfer agent functions  for them. For  these
services,  the Transfer Agent  receives 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. The
Transfer Agent is also  reimbursed by the Funds  for its out-of-pocket  expenses
for  such  items as  postage, forms,  telephone  charges, stationery  and office
supplies. The  Sub-adviser also  serves as  each Fund's  pricing and  accounting
agent. For the fiscal years ended October 31, 1995, 1996 and 1997 the accounting
services  fees  for the  Health  Care Fund,  Telecommunications  Fund, Financial
Services Fund, Infrastructure  Fund, Resources  Fund and  Consumer Products  and
Services  Fund  were  $30,660,  $141,582 and  $153,780;  $170,297,  $621,480 and
$493,322; $616,  $3,493  and $12,292  ;  $5,836, $21,910  and  $27,303;  $1,931,
$14,761 and $34,698; and $318, $14,778 and $43,330, respectively.
    
 
EXPENSES OF THE FUNDS AND OF THE PORTFOLIOS
Each  Fund  and  each  Portfolio  pays all  expenses  not  assumed  by  AIM, the
Sub-adviser, AIM  Distributors  and other  agents.  These expenses  include,  in
addition to the advisory, administration, distribution, transfer agency, pricing
and  accounting  agency  and brokerage  fees  described above,  legal  and audit
expenses, custodian fees, trustees' fees, organizational fees, fidelity bond and
other insurance premiums, taxes, extraordinary expenses and expenses of  reports
and  prospectuses sent to existing investors.  The allocation of general Company
expenses and expenses shared among the Funds and other funds organized as series
of the Company are allocated on a basis deemed fair and equitable, which may  be
based  on the  relative net  assets of the  Funds or  the nature  of the service
performed and relative applicability to the Funds. Expenditures, including costs
incurred in connection with the purchase or sale of portfolio securities,  which
are  capitalized  in accordance  with  generally accepted  accounting principles
applicable to investment companies, are accounted  for as capital items and  not
as expenses. The ratio of each Fund's expenses to its relative net assets can be
expected  to be  higher than  the expense  ratios of  funds investing  solely in
domestic securities,  since  the cost  of  maintaining the  custody  of  foreign
securities  and the rate of investment management  fees paid by the Funds or the
Portfolios generally  are higher  than  the comparable  expenses of  such  other
funds.
 
- --------------------------------------------------------------------------------
 
                            VALUATION OF FUND SHARES
 
- --------------------------------------------------------------------------------
   
As  described in the Prospectus, each Fund's  net asset value per share for each
class of shares  is determined each  day on  which the New  York Stock  Exchange
("NYSE")  is  open for  business ("Business  Day")  as of  the close  of regular
trading on the NYSE (currently 4:00 p.m. Eastern Time, unless weather, equipment
failure or other factors contribute to an earlier closing time). Currently,  the
NYSE  is  closed on  weekends  and on  certain  days relating  to  the following
holidays: New Year's Day, Martin Luther King Day, President's Day, Good  Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
    
 
Each Theme Portfolio's securities and other assets are valued as follows:
 
Equity  securities, including  ADRs, ADSs,  GDRs and  EDRs, which  are traded on
stock exchanges, are valued at the last sale price on the exchange on 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  the Sub-adviser  to  be  the  primary market.
Securities traded in the OTC market are valued at the last available sale  price
prior to the time of valuation.
 
Long-term  debt obligations are valued at  the mean of representative quoted bid
or asked prices for  such securities or,  if such prices  are not available,  at
prices  for securities of  comparable maturity, quality  and type; however, when
the Sub-adviser deems it appropriate, prices  obtained for the day of  valuation
from  a  bond pricing  service  will be  used.  Short-term debt  investments are
amortized to  maturity  based  on  their cost,  adjusted  for  foreign  exchange
translation.
 
Options  on indices, securities and currencies purchased by the Theme Portfolios
are valued at  their last  bid price in  the case  of listed options  or at  the
average  of the last bid  prices obtained from dealers,  unless a quotation from
only one dealer  is available, in  which case  only that dealers  price will  be
used, in the case of OTC options. When market quotations for futures and options
on futures held by a Theme Portfolio are readily available, those positions will
be valued based upon such quotations.
 
                  Statement of Additional Information Page 30
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
Securities  and  other  assets  for  which  market  quotations  are  not readily
available (including restricted securities that are subject to limitations as to
their sale) are valued at fair value as determined in good faith by or under the
direction of  the  Portfolios' Board  of  Trustees  or the  Company's  Board  of
Directors,  as  applicable. The  valuation  procedures applied  in  any specific
instance are  likely  to vary  from  case  to case.  However,  consideration  is
generally  given to the  financial position of the  issuer and other fundamental
analytical data relating to the investment and to the nature of the restrictions
on disposition of the securities (including any registration expenses that might
be borne  by the  Theme  Portfolios in  connection  with such  disposition).  In
addition, other factors, such as the cost of the investment, the market value of
any  unrestricted securities of the same class (both at the time of purchase and
at the time of  valuation), the size  of the holding, the  prices of any  recent
transactions  or  offers  with  respect to  such  securities  and  any available
analysts' reports regarding the issuer, generally are considered.
    
 
The fair value  of any  other assets  is added to  the value  of all  securities
positions  to arrive at the  value of each Fund's  total assets (which, for each
Feeder Fund is the value of its investment in its corresponding Portfolio). Each
Fund's liabilities, including accruals for expenses, are deducted from its total
assets. Once the total value of a Fund's net assets is so determined, that value
is then divided by  the total number of  shares outstanding (excluding  treasury
shares),  and the result, rounded to the nearer cent, is the net asset value per
share.
 
   
Any assets or liabilities initially expressed in terms of foreign currencies are
translated into U.S. dollars at the official exchange rate or, alternatively, at
the mean of the current bid and asked prices of such currencies against the U.S.
dollar last quoted by a major bank that is a regular participant in the  foreign
exchange market or on the basis of a pricing service that takes into account the
quotes  provided by a number of such  major banks. If none of these alternatives
are available  or  none  are  deemed  to  provide  a  suitable  methodology  for
converting  a  foreign  currency into  U.S.  dollars, the  Portfolios'  Board of
Trustees or the Company's Board of Directors, as applicable, in good faith, will
establish a conversion rate for such currency.
    
 
   
European, Far Eastern, or Latin American  securities trading may not take  place
on  all days on which the NYSE is  open. Further, trading takes place in various
foreign markets on days on which the NYSE is not open. Trading in securities  on
European  and  Far Eastern  securities exchanges  and  OTC markets  generally is
completed well  before the  close of  business in  New York.  Consequently,  the
calculation   of  each  Fund's  net  asset  value  may  not  always  take  place
contemporaneously with the  determination of  the prices of  securities held  by
each  Fund.  Events  affecting  the  values  of  securities  held  by  the Theme
Portfolios that occur between the time their prices are determined and the close
of normal trading on the NYSE will not be reflected in a Fund's net asset  value
unless  the  Sub-adviser,  under  the  supervision  of  the  Company's  Board of
Directors or the Portfolios' Board  of Trustees, as applicable, determines  that
the  particular event would  materially affect net  asset value. As  a result, a
Fund's net asset  value may be  significantly affected by  such trading on  days
when a shareholder has no access to that Fund.
    
 
                  Statement of Additional Information Page 31
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                         INFORMATION RELATING TO SALES
                                AND REDEMPTIONS
 
- --------------------------------------------------------------------------------
 
PAYMENT AND TERMS OF OFFERING
Payment  for  Advisor Class  shares  of a  Fund  purchased should  accompany the
purchase order, or funds should be wired  to the Transfer Agent as described  in
the  Prospectus. Payment, other than by wire  transfer, must be made by check or
money order drawn on a U.S. bank. Checks or money orders must be payable in U.S.
dollars.
 
   
As a condition of this offering, if an order to purchase either class of  shares
is  canceled due  to nonpayment  (for example, because  a check  is returned for
insufficient funds), the person who made  the order will be responsible for  any
loss incurred by a Fund by reason of such cancellation, and if such purchaser is
a  shareholder, the Fund shall have the authority as agent of the shareholder to
redeem shares in his or  her account at their  then-current net asset value  per
share  to reimburse  the Fund  for the  loss incurred.  Investors whose purchase
orders have  been canceled  due to  nonpayment may  be prohibited  from  placing
future orders.
    
 
   
Each  Fund  reserves the  right at  any time  to waive  or increase  the minimum
requirements applicable to initial or subsequent investments with respect to any
person or class of persons. An order to purchase shares is not binding on a Fund
until it  has  been  confirmed  in  writing by  the  Transfer  Agent  (or  other
arrangements  made with the Fund, in the  case of orders utilizing wire transfer
of funds, as described above) and payment has been received. To protect existing
shareholders, each Fund reserves the right to reject any offer for a purchase of
shares by any individual.
    
 
INDIVIDUAL RETIREMENT ACCOUNTS ("IRAS") AND OTHER TAX-DEFERRED PLANS
 
IRAS: If you have earned income from employment (including self-employment), you
can contribute each year to an IRA up  to the lesser of (1) $2,000 for  yourself
or  $4,000  for  you and  your  spouse,  regardless of  whether  your  spouse is
employed, or (2) 100% of compensation. Some  individuals may be able to take  an
income tax deduction for the contribution. Regular contributions may not be made
for  the year  you become 70  1/2 or  thereafter. Unless your  and your spouse's
earnings exceed  a certain  level, you  also may  establish an  "education  IRA"
and/or  a "Roth  IRA." Although  contributions to  these new  types of  IRAs are
nondeductible,  withdrawals   from  them   will   be  tax-free   under   certain
circumstances.  Please  consult  your  tax  adviser  for  more  information. IRA
applications are available from brokers or AIM Distributors.
 
ROLLOVER IRAS: Individuals who  receive distributions from qualified  retirement
plans  (other than  required distributions) and  who wish to  keep their savings
growing tax-deferred  can  roll  over  (or make  a  direct  transfer  of)  their
distribution  to a  Rollover IRA. These  accounts can also  receive rollovers or
transfers from an existing  IRA. If an "eligible  rollover distribution" from  a
qualified  employer-sponsored retirement plan is not  directly rolled over to an
IRA (or  certain  qualified plans),  withholding  at the  rate  of 20%  will  be
required  for federal income tax purposes.  A distribution from a qualified plan
that is not an "eligible  rollover distribution," including a distribution  that
is  one of series of substantially equal periodic payments, generally is subject
to regular wage withholding or withholding at the rate of 10% (depending on  the
type  and  amount  of  the  distribution), unless  you  elect  not  to  have any
withholding apply. Please consult your tax adviser for more information.
 
SEP-IRAS: Simplified  employee  pension  plans ("SEPs"  or  "SEP-IRAs")  provide
self-employed  individuals (and any eligible employees) with benefits similar to
Keogh plans (I.E.,  self-employed individual retirement  plans) or Code  Section
401(k)   plans,  but  with  fewer   administrative  requirements  and  therefore
potentially lower annual administration expenses.
 
CODE SECTION 403(B)(7) CUSTODIAL ACCOUNTS: Employees of public schools and  most
other  tax-exempt organizations can make  pre-tax salary reduction contributions
to these accounts.
 
PROFIT-SHARING  (INCLUDING   SECTION   401(K))  AND   MONEY   PURCHASE   PENSION
PLANS:  Corporations  and other  employers can  sponsor these  qualified defined
contribution plans  for  their employees.  A  Section  401(k) plan,  a  type  of
profit-sharing  plan, additionally permits the eligible, participating employees
to make  pre-tax salary  reduction  contributions to  the  plan (up  to  certain
limits).
 
                  Statement of Additional Information Page 32
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
SIMPLE  PLANS: Employers with  no more than  100 employees that  do not maintain
another retirement  plan  may  establish  a Savings  Incentive  Match  Plan  for
Employees  ("SIMPLE") either  as separate  IRAs or as  part of  a Section 401(k)
plan. SIMPLEs are not  subject to the  complicated nondiscrimination rules  that
generally apply to qualified retirement plans.
 
EXCHANGES BETWEEN FUNDS
   
Advisor  Class shares of a Fund may be exchanged for Advisor Class shares of the
corresponding class of other AIM/GT Funds,  based on their respective net  asset
values  without imposition of any sales  charges, provided that the registration
remains identical. The exchange privilege is not an option or right to  purchase
shares  but is  permitted under  the current  policies of  the respective AIM/GT
Funds. The privilege may be discontinued or changed at any time by any of  those
funds  upon sixty days'  written notice to  the shareholders of  the fund and is
available only  in  states  where  the exchange  may  be  made  legally.  Before
purchasing  shares through the exercise of the exchange privilege, a shareholder
should obtain and read a copy of the prospectus of the fund to be purchased  and
should consider its investment objective(s).
    
 
TELEPHONE REDEMPTIONS
A  corporation or partnership  wishing to utilize  telephone redemption services
must submit a "Corporate Resolution" or "Certificate of Partnership"  indicating
the names, titles and the required number of signatures of persons authorized to
act  on  its  behalf.  The  certificate must  be  signed  by  a  duly authorized
officer(s), and,  in the  case of  a  corporation, the  corporate seal  must  be
affixed. All shareholders may request that redemption proceeds be transmitted by
bank  wire upon request directly to the shareholder's predesignated account at a
domestic bank or savings institution if the proceeds are at least $500. Costs in
connection with  the administration  of this  service, including  wire  charges,
currently  are borne by the appropriate Fund. Proceeds of less than $500 will be
mailed to the  shareholder's registered  address of  record. The  Funds and  the
Transfer  Agent reserve the  right to refuse any  telephone instructions and may
discontinue the  aforementioned redemption  options upon  fifteen days'  written
notice.
 
SUSPENSION OF REDEMPTION PRIVILEGES
Each  Fund may suspend redemption privileges or postpone the date of payment for
more than seven days after a redemption order is received during any period  (1)
when  the NYSE is closed  other than customary weekend  and holiday closings, or
trading on the NYSE is restricted as directed by the SEC, (2) when an  emergency
exists, as defined by the SEC, which makes it not reasonably practicable for the
Funds  and the Portfolios  to dispose of  securities owned by  them or fairly to
determine the value of their assets, or (3) as the SEC may otherwise permit.
 
REDEMPTIONS IN KIND
   
It is possible  that conditions  may arise  in the  future which  would, in  the
opinion  of the Company's Board of Directors,  make it undesirable for a Fund to
pay for all redemptions in cash. In such cases, the Board may authorize  payment
to  be  made in  portfolio  securities or  other  property of  a  Fund so-called
"redemptions in kind." Payment  of redemptions in kind  will be made in  readily
marketable  securities.  Such  securities  would be  valued  at  the  same value
assigned to  them in  computing  the net  asset  value per  share.  Shareholders
receiving  such  securities  would incur  brokerage  costs in  selling  any such
securities so received. However,  despite the foregoing,  the Company has  filed
with  the SEC an election pursuant to Rule  18f-1 under the 1940 Act. This means
that each  Fund  will pay  in  cash all  requests  for redemption  made  by  any
shareholder of record, limited in amount with respect to each shareholder during
any  ninety-day period to the lesser of $250,000 or 1% of the net asset value of
a Fund at the  beginning of such  period. This election  will be irrevocable  so
long  as Rule 18f-1 remains in effect,  unless the SEC by order upon application
permits the withdrawal of such election.
    
 
                  Statement of Additional Information Page 33
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                                     TAXES
 
- --------------------------------------------------------------------------------
 
TAXATION OF THE FUNDS
Each Fund is treated as a separate corporation for federal income tax  purposes.
To  continue to qualify for treatment  as a regulated investment company ("RIC")
under the Code, each Fund must  distribute to its shareholders for each  taxable
year at least 90% of its investment company taxable income (consisting generally
of net investment income, net short-term capital gain and net gains from certain
foreign  currency  transactions)  ("Distribution  Requirement")  and  must  meet
several additional requirements. With respect  to each Fund, these  requirements
include the following: (1) the Fund must derive at least 90% of its gross income
each  taxable year from dividends, interest, payments with respect to securities
loans and gains  from the  sale or other  disposition of  securities or  foreign
currencies,  or other income  (including gains from  options, Futures or Forward
Contracts) derived with respect  to its business of  investing in securities  or
those currencies ("Income Requirement"); (2) at the close of each quarter of the
Fund's  taxable year,  at least  50% of the  value of  its total  assets must be
represented by cash and  cash items, U.S.  government securities, securities  of
other RICs and other securities, with these other securities limited, in respect
of  any one issuer,  to an amount  that does not  exceed 5% of  the value of the
Fund's total assets and that  does not represent more  than 10% of the  issuer's
outstanding  voting securities;  and (3)  at the  close of  each quarter  of the
Fund's taxable year, not more than 25% of  the value of its total assets may  be
invested  in securities (other than U.S. government securities or the securities
of other  RICs) of  any one  issuer. Each  Feeder Fund,  as an  investor in  its
corresponding  Portfolio,  is  deemed  to  own  a  proportionate  share  of  the
Portfolio's assets, and to earn a proportionate share of the Portfolio's income,
for  purposes  of  determining  whether  the  Fund  satisfies  the  requirements
described above to qualify as a RIC.
 
Each Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to the
extent  it fails to distribute by the end of any calendar year substantially all
of its  ordinary income  for  that year  and capital  gain  net income  for  the
one-year period ending on October 31 of that year, plus certain other amounts.
 
   
See  the next section  for a discussion  of the tax  consequences to each Feeder
Fund of  hedging transactions  engaged in,  and investments  in passive  foreign
investment   companies   ("PFICs")  and   other   foreign  securities,   by  its
corresponding Portfolio and to the Health Care Fund and Telecommunications  Fund
of those transactions and investments.
    
 
TAXATION OF THE THEME PORTFOLIOS
   
    THE PORTFOLIOS AND THEIR RELATIONSHIP TO THE FEEDER FUNDS. Each Portfolio is
treated  as a separate partnership for federal  income tax purposes and is not a
"publicly traded partnership."  As a result,  each Portfolio is  not subject  to
federal   income  tax;  instead,  each  Feeder  Fund,  as  an  investor  in  its
corresponding Portfolio, is  required to  take into account  in determining  its
federal income tax liability its share of the Portfolio's income, gains, losses,
deductions  and  credits, without  regard to  whether it  has received  any cash
distributions from the Portfolio. Each Portfolio also is not subject to Delaware
income or franchise tax.
    
 
Because, as noted above, each Feeder Fund is deemed to own a proportionate share
of its corresponding Portfolio's  assets, and to earn  a proportionate share  of
its  corresponding Portfolio's income,  for purposes of  determining whether the
Fund satisfies the requirements to qualify  as a RIC, each Portfolio intends  to
conduct  its operations so that its corresponding  Fund will be able to continue
to satisfy all those requirements.
 
   
Distributions to  each Feeder  Fund from  its corresponding  Portfolio  (whether
pursuant  to a partial or  complete withdrawal or otherwise)  will not result in
the Fund's recognition  of any  gain or loss  for federal  income tax  purposes,
except  that  (1)  gain  will be  recognized  to  the extent  any  cash  that is
distributed exceeds the Fund's  basis for its interest  in the Portfolio  before
the  distribution, (2) income or gain will  be recognized if the distribution is
in liquidation of  the Fund's entire  interest in the  Portfolio and includes  a
disproportionate  share of any unrealized receivables held by the Portfolio, and
(3) loss will  be recognized if  a liquidation distribution  consists solely  of
cash and/or unrealized receivables. Each Feeder Fund's basis for its interest in
its  corresponding Portfolio  generally will  equal the  amount of  cash and the
basis of any property the Fund invests in the Portfolio, increased by the Fund's
share of the Portfolio's net income and gains and decreased by (a) the amount of
cash and the basis of any property the Portfolio distributes to the Fund and (b)
the Fund's share of the Portfolio's losses.
    
 
    FOREIGN TAXES. Dividends  and interest  received by a  Theme Portfolio,  and
gains  realized thereby,  may be subject  to income, withholding  or other taxes
imposed by foreign countries and  U.S. possessions ("foreign taxes") that  would
reduce
 
                  Statement of Additional Information Page 34
<PAGE>
                             AIM GLOBAL THEME FUNDS
the yield and/or total return on its securities. Tax conventions between certain
countries  and the United States may reduce or eliminate foreign taxes, however,
and many foreign countries do  not impose taxes on  capital gains in respect  of
investments  by foreign  investors. If more  than 50%  of the value  of a Fund's
total  assets  (taking  into  account,  in  the  case  of  a  Feeder  Fund,  its
proportionate share of its corresponding Portfolio's assets) at the close of its
taxable  year consists of  securities of foreign corporations,  the Fund will be
eligible to, and may,  file an election with  the Internal Revenue Service  that
will  enable its shareholders, in effect, to  receive the benefit of the foreign
tax credit with respect to any foreign taxes paid by it (taking into account, in
the case of a Feeder Fund, its proportionate share of any foreign taxes paid  by
its  corresponding  Portfolio)  (a  "Fund's  foreign  taxes").  Pursuant  to the
election, a Fund would treat those  taxes as dividends paid to its  shareholders
and each shareholder would be required to (1) include in gross income, and treat
as  paid by him, his share  of the Fund's foreign taxes,  (2) treat his share of
those taxes and of any dividend paid by the Fund that represents its income from
foreign and U.S.  possessions sources  (taking into account,  in the  case of  a
Feeder  Fund, its  proportionate share  of its  corresponding Portfolio's Income
from those sources) as his own income  from those sources and (3) either  deduct
the  taxes deemed paid by him in computing his taxable income or, alternatively,
use the foregoing information in calculating the foreign tax credit against  his
federal income tax. Each Fund will report to its shareholders shortly after each
taxable  year their  respective shares  of the  Fund's foreign  taxes and income
(taking into account, in the case of  a Feeder Fund, its proportionate share  of
its  corresponding Portfolio's income) from sources within foreign countries and
U.S. possessions if it makes this election. Pursuant to the Taxpayer Relief  Act
of  1997 ("Tax Act"), individuals  who have no more  than $300 ($600 for married
persons filing jointly) of  creditable foreign taxes included  on Form 1099  and
all  of whose foreign source  of income is "qualified  passive income" may elect
each year  to  be exempt  from  the  extremely complicated  foreign  tax  credit
limitation and will be able to claim a foreign tax credit without having to file
the detailed Form 1116 that otherwise is required.
 
   
    PASSIVE FOREIGN INVESTMENT COMPANIES. Each Theme Portfolio may invest in the
stock  of PFICs.  A PFIC is  a foreign  corporation -- other  than a "controlled
foreign corporation" (I.E., a  foreign corporation in which,  on any day  during
its  taxable year, more than  50% of the total voting  power of all voting stock
therein or the total value of  all stock therein is owned, directly,  indirectly
or  constructively,  by  "U.S.  shareholders,"  defined  as  U.S.  persons  that
individually own, directly, indirectly or  constructively, at least 10% of  that
voting  power) as to which the Theme  Portfolio is a U.S. shareholder (effective
for their taxable year  beginning November 1, 1998)  -- that, in general,  meets
either  of the following tests: (1) at least  75% of its gross income is passive
or (2) an average  of at least 50%  of its assets produce,  or are held for  the
production  of,  passive income.  Under certain  circumstances,  a Fund  will be
subject to federal income tax on a part  (or, in the case of a Feeder Fund,  its
proportionate  share of a part) of any "excess distribution" received by it (or,
in the case of a Feeder Fund, by its corresponding Portfolio) on the stock of  a
PFIC  or of  any gain  on the  Fund's (or,  in the  case of  a Feeder  Fund, its
corresponding  Portfolio's)  disposition  of  that  stock  (collectively   "PFIC
income"), plus interest thereon, even if the Fund distributes the PFIC income as
a  taxable dividend to its shareholders. The  balance of the PFIC income will be
included in the Fund's investment company taxable income and, accordingly,  will
not  be  taxable  to  it  to  the  extent  it  distributes  that  income  to its
shareholders.
    
 
If a  Theme Portfolio  invests in  a PFIC  and elects  to treat  the PFIC  as  a
"qualified  electing  fund"  ("QEF"), then  in  lieu  of the  foregoing  tax and
interest obligation, the Theme  Portfolio (or, in the  case of a Portfolio,  its
corresponding  Feeder Fund) would be required to include in income each year its
pro rata  share  (taking  into account,  in  the  case of  a  Feeder  Fund,  its
proportionate  share of  its corresponding  Portfolio's pro  rata share)  of the
QEF's annual ordinary  earnings and net  capital gain (I.E.,  the excess of  net
long-term  capital gain over  net short-term capital loss)  -- which most likely
would have  to be  distributed by  the Theme  Portfolio (or,  in the  case of  a
Portfolio,   its  corresponding   Feeder  Fund)  to   satisfy  the  Distribution
Requirement and avoid imposition of the Excise Tax -- even if those earnings and
gain were not received thereby from the  QEF. In most instances it will be  very
difficult,  if  not  impossible,  to  make  this  election  because  of  certain
requirements thereof.
 
   
A holder of stock in any PFIC may  elect to include in ordinary income for  each
taxable  year beginning after 1997, the excess, if any, of the fair market value
of the  stock over  the adjusted  basis  therein as  of the  end of  that  year.
Pursuant  to the election, a deduction (as  an ordinary, not capital, loss) also
will be allowed for the excess, if  any, of the holder's adjusted basis in  PFIC
stock over the fair market value thereof as of the taxable year-end, but only to
the  extent of any net mark-to-market gains  with respect to that stock included
in income  for prior  taxable years.  The adjusted  basis in  each PFIC's  stock
subject  to  the election  will be  adjusted  to reflect  the amounts  of income
included and deductions taken thereunder. Regulations proposed in 1992  provided
a similar election with respect to the stock of certain PFICs.
    
 
    OPTIONS,  FUTURES AND  FOREIGN CURRENCY TRANSACTIONS.  The Theme Portfolios'
use of hedging transactions,  such as selling  (writing) and purchasing  options
and  Futures  Contracts and  entering into  Forward Contracts,  involves complex
rules that  will  determine,  for  federal  income  tax  purposes,  the  amount,
character  and timing of recognition  of the gains and  losses a Theme Portfolio
realizes in connection therewith. Gains  from disposition of foreign  currencies
(except certain gains that
 
                  Statement of Additional Information Page 35
<PAGE>
                             AIM GLOBAL THEME FUNDS
may  be excluded by future regulations), and gains from the options, Futures and
Forward Contracts derived by a Theme  Portfolio with respect to its business  of
investing  in  securities or  foreign  currencies, will  qualify  as permissible
income under the Income Requirement for that Theme Portfolio (or, in the case of
a Portfolio, its corresponding Feeder Fund).
 
   
Futures and  Forward Contracts  that are  subject to  section 1256  of the  Code
(other  than  those  that  are  part  of  a  "mixed  straddle")  ("Section  1256
Contracts") and that are  held by a  Theme Portfolio at the  end of its  taxable
year generally will be deemed to have been sold at that time at market value for
federal income tax purposes. Sixty percent of any net gain or loss recognized on
these  deemed sales, and  60% of any net  gain or loss  realized from any actual
sales of Section 1256  Contracts, will be treated  as long-term capital gain  or
loss,  and the balance will be treated  as short-term capital gain or loss. That
60% portion will qualify for the reduced  maximum tax rates on net capital  gain
enacted  by  the Tax  Act --  20% (10%  for  taxpayers in  the 15%  marginal tax
bracket) for gain recognized on capital assets  held for more than 18 months  --
instead  of the 28% rate in effect before that legislation, which now applies to
gain recognized on capital assets held for more than one year but not more  than
18 months.
    
 
Section  988 of the Code also may apply to gains and losses from transactions in
foreign currencies,  foreign-currency-denominated debt  securities and  options,
Futures  and Forward  Contracts on foreign  currencies ("Section  988" gains and
losses). Each Section  988 gain  or loss  generally is  computed separately  and
treated as ordinary income or loss. In the case of overlap between sections 1256
and  988, special provisions  determine the character and  timing of any income,
gain or loss. Each Theme Portfolio attempts to monitor section 988  transactions
to minimize any adverse tax impact.
 
If  a Theme Portfolio  has an "appreciated financial  position" -- generally, an
interest (including an interest through  an option, Futures or Forward  Contract
or  short sale) with respect to any stock, debt instrument (other than "straight
debt") or  partnership interest  the  fair market  value  of which  exceeds  its
adjusted  basis  --  and  enters  into a  "constructive  sale"  of  the  same or
substantially similar property, the  Theme Portfolio will  be treated as  having
made  an actual sale  thereof, with the  result that gain  will be recognized at
that time. A constructive sale generally consists of a short sale, an offsetting
notional principal contract  or Futures or  Forward Contract entered  into by  a
Theme  Portfolio or a related  person with respect to  the same or substantially
similar property. In addition, if the appreciated financial position is itself a
short sale  or  such a  contract,  acquisition  of the  underlying  property  or
substantially similar property will be deemed a constructive sale.
 
TAXATION OF THE FUNDS' SHAREHOLDERS
Dividends  and  other  distributions  declared  by a  Fund  in,  and  payable to
shareholders of record as  of a date  in, October, November  or December of  any
year  will  be  deemed  to have  been  paid  by  the Fund  and  received  by the
shareholders on December 31 of  that year if the  distributions are paid by  the
Fund  during  the following  January. Accordingly,  those distributions  will be
taxed to shareholders for the year in which that December 31 falls.
 
   
A portion  of the  dividends from  a Fund's  investment company  taxable  income
(whether  paid in cash or  reinvested in additional shares)  may be eligible for
the dividends-received deduction allowed  to corporations. The eligible  portion
may not exceed the aggregate dividends received by a Fund (directly or through a
Portfolio)  from U.S. corporations.  However, dividends received  by a corporate
shareholder and deducted by it pursuant to the dividends-received deduction  may
be subject indirectly to the federal alternative minimum tax.
    
 
If  Fund shares are sold at a loss after  being held for six months or less, the
loss will be treated  as long-term, instead of  short-term, capital loss to  the
extent  of any  capital gain distributions  received on  those shares. Investors
also should be aware that if shares are purchased shortly before the record date
for any dividend or other distribution, the shareholder will pay full price  for
the shares and receive some portion of the price back as a taxable distribution.
 
   
Dividends  paid by a  Fund to a shareholder  who, as to the  United States, is a
nonresident alien individual, nonresident alien fiduciary of a trust or  estate,
foreign  corporation  or foreign  partnership ("foreign  shareholder") generally
will be subject to U.S. withholding tax (at a rate of 30% or lower treaty rate).
Withholding will not apply, however, to a  dividend paid by a Fund to a  foreign
shareholder  that is "effectively connected with the  conduct of a U.S. trade or
business," in which case the  reporting and withholding requirements  applicable
to  domestic shareholders will  apply. A distribution  of net capital  gain by a
Fund to a foreign shareholder generally  will be subject to U.S. federal  income
tax  (at the rates applicable  to domestic persons) only  if the distribution is
"effectively connected"  or the  foreign shareholder  is treated  as a  resident
alien individual for federal income tax purposes.
    
 
The  foregoing  is a  general  and abbreviated  summary  of certain  federal tax
considerations affecting  the  Funds,  their shareholders  and  the  Portfolios.
Investors  are  urged  to  consult  their own  tax  advisers  for  more detailed
information and for  information regarding  any foreign, state  and local  taxes
applicable to distributions received from a Fund.
 
                  Statement of Additional Information Page 36
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                             ADDITIONAL INFORMATION
 
- --------------------------------------------------------------------------------
 
   
AIM  was organized in 1976, and along  with its subsidiaries, manages or advises
approximately 90 investment  company portfolios  encompassing a  broad range  of
investment  objectives.  AIM is  a  direct, wholly  owned  subsidiary of  A  I M
Management Group  Inc.  ("AIM Management"),  a  holding company  that  has  been
engaged  in  the  financial  services  business  since  1976.  AIM  is  the sole
shareholder  of  the  Funds'   principal  underwriter,  AIM  Distributors.   AIM
Management is an indirect wholly owned subsidiary of AMVESCAP PLC, 11 Devonshire
Square,  London, EC2M  4YR, England.  AMVESCAP PLC  and its  subsidiaries are an
independent investment management group that  has a significant presence in  the
institutional  and retail segment of the investment management industry in North
America and Europe, and a growing presence in Asia.
    
 
CUSTODIAN
State Street  Bank and  Trust  Company ("State  Street"), 225  Franklin  Street,
Boston,  Massachusetts  02110,  acts  as  custodian  of  the  Funds'  and  Theme
Portfolios' assets. State Street is authorized to establish and has  established
separate  accounts in  foreign currencies and  to cause securities  of the Theme
Portfolios to be  held in  separate accounts outside  the United  States in  the
custody of non-U.S. banks.
 
INDEPENDENT ACCOUNTANTS
   
The  Company's  and  Theme  Portfolios' independent  accountants  are  Coopers &
Lybrand L.L.P., One Post Office  Square, Boston, Massachusetts 02109. Coopers  &
Lybrand  L.L.P.  conducts  annual  audits  of  the  Portfolios'  and  the Funds'
financial statements, assists in  the preparation of  each Portfolio's and  each
Fund's  federal and state income  tax returns and consults  with the Company and
Global Investment Portfolio as to matters of accounting, regulatory filings, and
federal and state income taxation.
    
 
   
The audited financial statements  of the Company included  in this Statement  of
Additional Information have been examined by Coopers & Lybrand L.L.P., as stated
in  their  opinion appearing  herein,  and are  included  in reliance  upon such
opinion given  upon the  authority of  that firm  as experts  in accounting  and
auditing.
    
 
   
NAMES
    
   
Prior  to May 29, 1998, AIM Global  Consumer Products and Services Fund operated
under the name  of GT  Global Consumer Products  and Services  Fund; AIM  Global
Financial  Services Fund operated under the name of GT Global Financial Services
Fund; AIM Global Health Care  Fund operated under the  name of GT Global  Health
Care  Fund; AIM Global Infrastructure Fund operated  under the name of GT Global
Infrastructure Fund; AIM  Global Resources Fund  operated under the  name of  GT
Global  Natural Resources Fund; and  AIM Global Telecommunications Fund operated
under the name of GT Global Telecommunications Fund.
    
 
SPECIAL SERVICING AGREEMENT
   
Subject to  receipt of  an  exemptive order  from  the Securities  and  Exchange
Commission,  the  Funds  will  be  parties  to  a  Special  Servicing  Agreement
("Agreement") among the  Company on  behalf of the  Funds, AIM  Series Trust  on
behalf  of its sole series, AIM New  Dimension Fund ("New Dimension Fund"), AIM,
the Sub-adviser,  and  GT Global  Investor  Services, Inc.  The  Agreement  will
provide  that, if the Board  of Directors determines that  a Fund's share of the
aggregate expenses of New Dimension Fund  is less than the estimated savings  to
the  Fund from  the operation of  New Dimension  Fund, the Fund  will bear those
expenses in proportion to  the average daily  value of its  shares owned by  New
Dimension  Fund, provided that no Fund will  bear such expenses in excess of the
estimated savings to it. Those savings are expected to result primarily from the
elimination of numerous separate  shareholder accounts which  are or would  have
been  invested directly in the Funds  and the resulting reduction in shareholder
servicing costs.  Although such  cost  savings are  not certain,  the  estimated
savings  to  the Funds  generated by  the  operation of  New Dimension  Fund are
expected to be sufficient to offset most,  if not all, of the expenses  incurred
by that Fund.
    
 
                  Statement of Additional Information Page 37
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
                               INVESTMENT RESULTS
 
- --------------------------------------------------------------------------------
 
   
STANDARDIZED  RETURNS Each Fund's "Standardized Returns,"  as referred to in the
Prospectus  (see  "Other   Information  --  Performance   Information"  in   the
Prospectus),  is calculated separately  for Class A and  Advisor Class shares of
each Fund, as follows: Standardized  Return (average annual total return  ("T"))
is  computed  by using  the  ending redeeming  value  ("ERV") of  a hypothetical
initial investment of $1,000 ("P") over a period of years ("n") according to the
following formula as required by the SEC:  P(1+T) to the (n)th power = ERV.  The
following  assumptions will be reflected in computations made in accordance with
this formula: (1) for Class A shares,  deduction of the maximum sales charge  of
4.75%  from  the  $1,000  initial  investment;  (2)  for  Advisor  Class shares,
deduction of a sales charge is not applicable; (3) reinvestment of dividends and
other distributions at net  asset value on the  reinvestment date determined  by
the  Company's Board of Directors;  and (4) a complete  redemption at the end of
any period illustrated.
    
 
The Standardized Returns for the Class A and Advisor Class shares of the  Health
Care  Fund, stated  as average annualized  total returns for  the periods shown,
were:
 
<TABLE>
<CAPTION>
                                                                     HEALTH CARE
                                                    HEALTH CARE          FUND
                                                       FUND            (ADVISOR
PERIOD                                               (CLASS A)          CLASS)
- --------------------------------------------------  -----------      ------------
<S>                                                 <C>              <C>
Fiscal year ended Oct. 31, 1997...................    22.27%            29.00%
Oct. 31, 1992 through Oct. 31, 1997...............    15.24%              n/a
June 1, 1995 (commencement of operations) through
 Oct. 31, 1997....................................      n/a             29.54%
Aug. 7, 1989 (commencement of operation) through
 Oct. 31, 1997....................................    15.23%              n/a
</TABLE>
 
The Standardized  Returns  for the  Class  A and  Advisor  Class shares  of  the
Telecommunications  Fund,  stated as  average annualized  total returns  for the
periods shown, were:
 
<TABLE>
<CAPTION>
                                                    TELECOMMUNI-     TELECOMMUNI-
                                                      CATIONS        CATIONS FUND
                                                       FUND            (ADVISOR
PERIOD                                               (CLASS A)          CLASS)
- --------------------------------------------------  -----------      ------------
<S>                                                 <C>              <C>
Fiscal year ended Oct. 31, 1997...................    12.11%            18.33%
Oct. 31, 1992 through Oct. 31, 1997...............    13.88%              n/a
June 1, 1995 (commencement of operations) through
 Oct. 31, 1997....................................      n/a             14.00%
Jan. 27, 1992 (commencement of operations) through
 Oct. 31, 1997....................................    11.48%              n/a
</TABLE>
 
The Standardized  Returns  for the  Class  A and  Advisor  Class shares  of  the
Financial  Services Fund,  stated as  average annualized  total returns  for the
periods shown, were:
 
<TABLE>
<CAPTION>
                                                                      FINANCIAL
                                                     FINANCIAL         SERVICES
                                                     SERVICES            FUND
                                                       FUND            (ADVISOR
PERIOD                                               (CLASS A)          CLASS)
- --------------------------------------------------  -----------      ------------
<S>                                                 <C>              <C>
Fiscal year ended Oct. 31, 1997...................    23.74%            30.52%
June 1, 1995 (commencement of operations) through
 Oct. 31, 1997....................................      n/a             24.52%
May 31, 1994 (commencement of operations) through
 Oct. 31, 1997....................................    13.70%              n/a
</TABLE>
 
The Standardized  Returns  for the  Class  A and  Advisor  Class shares  of  the
Infrastructure  Fund, stated as average annualized total returns for the periods
shown, were:
 
<TABLE>
<CAPTION>
                                                                     INFRASTRUCTURE
                                                    INFRASTRUCTURE       FUND
                                                       FUND            (ADVISOR
PERIOD                                               (CLASS A)          CLASS)
- --------------------------------------------------  -----------      ------------
<S>                                                 <C>              <C>
Fiscal year ended Oct. 31, 1997...................     4.18%            10.10%
June 1, 1995 (commencement of operations) through
 Oct. 31, 1997....................................      n/a             12.59%
May 31, 1994 (commencement of operations) through
 Oct. 31, 1997....................................     8.30%              n/a
</TABLE>
 
                  Statement of Additional Information Page 38
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
The Standardized  Returns  for the  Class  A and  Advisor  Class shares  of  the
Resources  Fund,  stated as  average annualized  total  returns for  the periods
shown, were:
    
 
   
<TABLE>
<CAPTION>
                                                                      RESOURCES
                                                     RESOURCES           FUND
                                                       FUND            (ADVISOR
PERIOD                                               (CLASS A)          CLASS)
- --------------------------------------------------  -----------      ------------
<S>                                                 <C>              <C>
Fiscal year ended Oct. 31, 1997...................    16.81%            23.23%
June 1, 1995 (commencement of operations) through
 Oct. 31, 1997....................................      n/a             30.33%
May 31, 1994 (commencement of operations) through
 Oct. 31, 1997....................................    18.64%              n/a
</TABLE>
    
 
The Standardized  Returns  for the  Class  A and  Advisor  Class shares  of  the
Consumer  Products and Services Fund, stated as average annualized total returns
for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                                       CONSUMER
                                                     CONSUMER          PRODUCTS
                                                     PRODUCTS            AND
                                                        AND            SERVICES
                                                     SERVICES            FUND
                                                       FUND            (ADVISOR
PERIOD                                               (CLASS A)          CLASS)
- --------------------------------------------------  -----------      ------------
<S>                                                 <C>              <C>
Fiscal year ended Oct. 31, 1997...................     5.30%            11.15%
June 1, 1995 (commencement of operations) to Oct.
 31, 1997.........................................      n/a             34.67%
Dec. 30, 1994 (commencement of operations) to Oct.
 31, 1997.........................................    27.70%              n/a
</TABLE>
 
NON-STANDARDIZED RETURNS
In  addition  to   Standardized  Returns,   each  Fund  also   may  include   in
advertisements,  sales  literature and  shareholder  reports other  total return
performance  data  ("Non-Standardized   Return").  Non-Standardized  Return   is
calculated separately for Class A, Class B and Advisor Class shares of each Fund
and  may be calculated according to several different formulas. Non-Standardized
Returns may  be  quoted  for  the  same or  different  time  periods  for  which
Standardized  Returns are quoted. Non-Standardized Returns for Class A and Class
B shares  may or  may not  take  sales charges  into account;  performance  data
calculated  without  taking the  effect of  sales charges  into account  will be
higher than data including the effect of such charges. Advisor Class shares  are
not subject to sale charges.
 
Aggregate Non-Standardized Return ("T") is computed by using the ending value of
the  account  ("VOA")  of  a hypothetical  initial  investment  of  $1,000 ("P")
according to  the  following formula:  T=(VOA/P)-1.  Aggregate  Non-Standardized
Return assumes reinvestment of dividends and other distributions.
 
The  aggregate Non-Standardized Returns (not  taking sales charges into account)
for the Class  A and Advisor  Class shares of  the Health Care  Fund, stated  as
aggregate total returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                                     HEALTH CARE
                                                    HEALTH CARE          FUND
                                                       FUND            (ADVISOR
PERIOD                                               (CLASS A)          CLASS)
- --------------------------------------------------  -----------      ------------
<S>                                                 <C>              <C>
June 1, 1995 (commencement of operations) through
 Oct. 31, 1997....................................        n/a           87.05%
Aug. 7, 1989 (commencement of operations) through
 Oct. 31, 1997....................................   237.37%              n/a
</TABLE>
 
The  aggregate Non-Standardized Returns (not  taking sales charges into account)
for the Class A and Advisor Class shares of the Telecommunications Fund,  stated
as aggregate total returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                    TELECOMMUNI-     TELECOMMUNI-
                                                      CATIONS        CATIONS FUND
                                                       FUND            (ADVISOR
PERIOD                                               (CLASS A)          CLASS)
- --------------------------------------------------  -----------      ------------
<S>                                                 <C>              <C>
June 1, 1995 (commencement of operations) through
 Oct. 31, 1997....................................      n/a             37.30%
Jan. 27, 1992 (commencement of operations) through
 Oct. 31, 1997....................................    96.32%              n/a
</TABLE>
 
The  aggregate Non-Standardized Returns (not  taking sales charges into account)
for the Class A and Advisor Class shares of the Financial Services Fund,  stated
as aggregate total returns for the period shown, were:
 
<TABLE>
<CAPTION>
                                                                      FINANCIAL
                                                     FINANCIAL         SERVICES
                                                     SERVICES            FUND
                                                       FUND            (ADVISOR
PERIOD                                               (CLASS A)          CLASS)
- --------------------------------------------------  -----------      ------------
<S>                                                 <C>              <C>
June 1, 1995 (commencement of operations) through
 Oct. 31, 1997....................................     n/a              69.98%
May 31, 1994 (commencement of operations) through
 Oct. 31, 1997....................................    62.87%              n/a
</TABLE>
 
                  Statement of Additional Information Page 39
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
The  aggregate Non-Standardized Returns (not  taking sales charges into account)
for the Class A and Advisor Class  shares of the Infrastructure Fund, stated  as
aggregate total returns for the period shown, were:
 
<TABLE>
<CAPTION>
                                                                     INFRASTRUCTURE
                                                    INFRASTRUCTURE       FUND
                                                       FUND            (ADVISOR
PERIOD                                               (CLASS A)          CLASS)
- --------------------------------------------------  -----------      ------------
<S>                                                 <C>              <C>
June 1, 1995 (commencement of operations) through
 Oct. 31, 1997....................................      n/a             33.22%
May 31, 1994 (commencement of operations) through
 Oct. 31, 1997....................................    37.89%              n/a
</TABLE>
 
   
The  aggregate Non-Standardized Returns (not  taking sales charges into account)
for the  Class A  and Advisor  Class shares  of the  Resources Fund,  stated  as
aggregate total returns for the period shown, were:
    
 
   
<TABLE>
<CAPTION>
                                                                      RESOURCES
                                                     RESOURCES           FUND
                                                       FUND            (ADVISOR
PERIOD                                               (CLASS A)          CLASS)
- --------------------------------------------------  -----------      ------------
<S>                                                 <C>              <C>
June 1, 1995 (commencement of operations) through
 Oct. 31, 1997....................................        n/a           89.81%
May 31, 1994 (commencement of operations) through
 Oct. 31, 1997....................................    88.33%              n/a
</TABLE>
    
 
The  aggregate Non-Standardized Returns (not  taking sales charges into account)
for the Class A and Advisor Class  shares of the Consumer Products and  Services
Fund, stated as aggregate total returns for the period shown, were:
 
<TABLE>
<CAPTION>
                                                                       CONSUMER
                                                     CONSUMER          PRODUCTS
                                                     PRODUCTS            AND
                                                        AND            SERVICES
                                                     SERVICES            FUND
                                                       FUND            (ADVISOR
PERIOD                                               (CLASS A)          CLASS)
- --------------------------------------------------  -----------      ------------
<S>                                                 <C>              <C>
June 1, 1995 (commencement of operations) through
 Oct. 31, 1997....................................    n/a              105.47%
Dec. 30, 1994 (commencement of operations) through
 Oct. 31, 1997....................................   110.02%              n/a
</TABLE>
 
Each Fund's investment results will vary from time to time depending upon market
conditions,  the composition of each Fund's  portfolio and operating expenses of
each Fund,  so  that  current or  past  yield  or total  return  should  not  be
considered  representative of what  an investment in  each Fund may  earn in any
future period. These  factors and possible  differences in the  methods used  in
calculating  investment results should be  considered when comparing each Fund's
investment results with those published for other investment companies and other
investment vehicles. Each Fund's results  also should be considered relative  to
the risks associated with such Fund's investment objective and policies.
 
IMPORTANT POINTS TO NOTE ABOUT DATA RELATING TO WORLD EQUITY AND BOND MARKETS
Each  Fund and AIM Distributors may from  time to time, in advertisements, sales
literature and reports furnished to present or prospective shareholders, compare
a Fund with the following, among others:
 
        (1) The Consumer Price Index ("CPI"), which is a measure of the  average
    change  in prices over time  in a fixed market  basket of goods and services
    (e.g., food,  clothing, shelter,  fuels, transportation  fares, charges  for
    doctors' and dentists' services, prescription medicines, and other goods and
    services  that people  buy for day-to-day  living). There  is inflation risk
    which does not affect a security's value but its purchasing power, i.e., the
    risk of changing price levels in the economy that affects security prices or
    the price of goods and services.
 
        (2) Data  and  mutual fund  rankings  published or  prepared  by  Lipper
    Analytical  Data  Services,  Inc.  ("Lipper"),  CDA/Wiesenberger  Investment
    Companies Service  ("CDA/Wiesenberger"), Morningstar,  Inc., Micropal,  Inc.
    and/or  other companies  that rank  and/or compare  mutual funds  by overall
    performance, investment  objectives,  assets,  expense  levels,  periods  of
    existence  and/or other factors. In this regard each Fund may be compared to
    its "peer group" as defined by Lipper, CDA/Wiesenberger, Morningstar  and/or
    other  firms, as applicable, or to specific  funds or groups of funds within
    or outside of such peer group. Lipper generally ranks funds on the basis  of
    total  return,  assuming reinvestment  of distributions,  but does  not take
    sales charges or redemption fees into consideration, and is prepared without
    regard to tax  consequences. In addition  to the mutual  fund rankings,  the
    Fund's  performance  may  be  compared to  mutual  fund  performance indices
    prepared by Lipper. Morningstar  is a mutual fund  rating service that  also
    rates  mutual funds on  the basis of  risk-adjusted performance. Morningstar
    ratings are calculated from a fund's three, five and ten year average annual
    returns with appropriate  fee adjustments  and a risk  factor that  reflects
    fund  performance  relative to  the three-month  U.S. Treasury  bill monthly
    returns. Ten percent  of the funds  in an investment  category receive  five
    stars  and 22.5% receive four stars. The  ratings are subject to change each
    month.
 
        (3) Bear  Stearns  Foreign Bond  Index,  which provides  simple  average
    returns for individual countries and gross national product ("GNP") weighted
    index,  beginning in 1975. The  returns are broken down  by local market and
    currency.
 
                  Statement of Additional Information Page 40
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
        (4) Ibbotson  Associates  International  Bond Index,  which  provides  a
    detailed breakdown of local market and currency returns since 1960.
 
        (5) Standard & Poor's 500 Composite Stock Price Index, which is a widely
    recognized  index  composed of  the  capitalization-weighted average  of the
    price of 500 of the largest publicly traded stocks in the U.S.
 
        (6) Dow Jones Industrial Average.
 
        (7) CNBC/Financial News Composite Index.
 
        (8) Morgan Stanley Capital International World Indices, including, among
    others, the Morgan Stanley Capital International Europe, Australia, Far East
    Index ("EAFE Index").  The EAFE  index is an  unmanaged index  of more  than
    1,000 companies in Europe, Australia and the Far East.
 
        (9)  Morgan Stanley Capital  International All Country  (AC) World index
    ("MSCI"). The  MSCI is  a broad,  unmanaged index  of global  stock  prices,
    currently  comprising 2,500 different issuers,  located in 47 countries, and
    grouped in 38 separate industries.
 
       (10) Salomon Brothers  World Government Bond  Index and Salomon  Brothers
    World  Government Bond Index-Non-U.S., each of  which is a widely used index
    composed of world government bonds.
 
       (11) The  World  Bank  Publication  of  Trends  in  Developing  Countries
    ("TIDE"), which provides brief reports on most of the World Bank's borrowing
    members.  The World  Development Report is  published annually  and looks at
    global  and  regional  economic  trends  and  their  implications  for   the
    developing economies.
 
       (12)  Salomon Brothers Global Telecommunications Index, which is composed
    of telecommunication companies in the developing and emerging countries.
 
       (13) Datastream  and Worldscope,  each of  which is  an on-line  database
    retrieval   service  for   information,  including,  but   not  limited  to,
    international financial and economic data.
 
       (14)  International  Financial  Statistics,  which  is  produced  by  the
    International Monetary Fund.
 
       (15)  Various publications and reports produced by the World Bank and its
    affiliates.
 
       (16) Various publications from the International Bank for  Reconstruction
    and Development.
 
       (17)  Various publications produced  by ratings agencies  such as Moody's
    Investors Service, Inc. ("Moody's"),  Standard & Poor's,  a division of  The
    McGraw-Hill Companies, Inc. ("S&P"), and Fitch.
 
       (18)  Wilshire Associates, which is an on-line database for international
    financial and economic data including  performance measure for a wide  range
    of securities.
 
       (19)  Bank Rate National Monitor Index, which is an average of the quoted
    rates for 100 leading banks and thrifts in ten U.S. cities.
 
       (20) International  Finance  Corporation ("IFC")  Emerging  Markets  Data
    Base,  which  provides  detailed statistics  on  stock and  bond  markets in
    developing countries.
 
       (21) Various publications from the Organization for Economic  Cooperation
    and Development ("OECD").
 
       (22)  Average of  savings accounts,  which is a  measure of  all kinds of
    savings deposits, including longer-term certificates. Savings accounts offer
    a guaranteed rate  of return on  principal, but no  opportunity for  capital
    growth.  During a  portion of  the period,  the maximum  rates paid  on some
    savings deposits were fixed by law.
 
Indices, economic and  financial data  prepared by the  research departments  of
various   financial  organizations,  such  as  Salomon  Brothers,  Inc.,  Lehman
Brothers, Merrill  Lynch,  Pierce,  Fenner &  Smith,  Inc.,  Financial  Research
Corporation,  J. P. Morgan, Morgan Stanley, Smith Barney Shearson, S.G. Warburg,
Jardine Flemming,  The Bank  for  International Settlements,  Asian  Development
Bank,  Bloomberg,  L.P.,  and  Ibbotson  Associates, may  be  used,  as  well as
information reported by the Federal Reserve and the respective central banks  of
various  nations. In  addition, AIM  Distributors may  use performance rankings,
ratings and commentary reported periodically in national financial publications,
including, Money Magazine,  Mutual Fund Magazine,  Smart Money, Global  Finance,
EuroMoney,  Financial World, Forbes, Fortune,  Business Week, Latin Finance, The
Wall Street  Journal, Emerging  Markets Weekly,  Kiplinger's Guide  To  Personal
Finance,  Barron's,  The Financial  Times,  USA Today,  The  New York  Times Far
Eastern Economic Review, The Economist and
 
                  Statement of Additional Information Page 41
<PAGE>
                             AIM GLOBAL THEME FUNDS
Investors Business Digest.  Each Fund  may compare  its performance  to that  of
other  compilations or indices  of comparable quality to  those listed above and
other indices that may be developed and made available in the future.
 
Information  relating  to   foreign  market   performance,  capitalization   and
diversification  is based on sources believed to  be reliable but may be subject
to revision  and  has  not been  independently  verified  by the  Funds  or  AIM
Distributors.  The  authors  and  publishers  of such  material  are  not  to be
considered as "experts" under the 1933 Act, on account of the inclusion of  such
information herein.
 
A  portion of the performance  figures for each market  includes the positive or
negative effects of the currency exchange rates effective at December 31 of each
year between the U.S. dollar and currency of the foreign market (e.g.,  Japanese
Yen,  German Deutschemark  and Hong  Kong Dollar).  A foreign  currency that has
strengthened or weakened against the  U.S. dollar will positively or  negatively
affect the reported returns, as the case may be.
 
AIM  Distributors  believes that  this information  may  be useful  to investors
considering whether and to  what extent to  diversify their investments  through
the purchase of mutual funds investing in securities on a global basis. However,
this  data is not a representation of the  past performance of any of the Funds,
nor is it a prediction  of such performance. The  performance of the Funds  will
differ  from the historical performance of  relevant indices. The performance of
indices does not take expenses into account, while each Fund incurs expenses  in
its  operations, which will reduce performance. Each of these factors will cause
the performance of each Fund to differ from the relevant indices.
 
   
From time to time,  each Fund and  AIM Distributors may refer  to the number  of
shareholders  in the Funds  or the aggregate  number of shareholders  in all AIM
Funds or the dollar amount of each Fund's assets under management or rankings by
DALBAR Surveys, Inc. in advertising materials.
    
 
AIM Distributors believes each Fund  is an appropriate investment for  long-term
investment   goals,  including  funding  retirement,  paying  for  education  or
purchasing a house. AIM  Distributors may provide  information designed to  help
individuals  understand  their investment  goals  and explore  various financial
strategies. For example,  AIM Distributors  may describe  general principles  of
investing,  such as asset  allocation, diversification and  risk tolerance. Each
Fund does  not represent  a complete  investment program,  and investors  should
consider  each Fund  as appropriate  for a  portion of  their overall investment
portfolio with regard to their long-term investment goals. There is no assurance
that any such information will lead to achieving these goals or guarantee future
results.
 
   
From time to time, AIM Distributors may refer to or advertise the names of  U.S.
and  non-U.S. companies and  their products, although there  can be no assurance
that any AIM Fund may own the securities of these companies.
    
 
Ibbotson  Associates  of  Chicago,  Illinois  ("Ibbotson")  provides  historical
returns  of the capital  markets in the United  States, including common stocks,
small  capitalization  stocks,  long-term  corporate  bonds,   intermediate-term
government  bonds, long-term government bonds, Treasury  bills, the U.S. rate of
inflation (based on the CPI), and  combinations of various capital markets.  The
performance  of  these capital  markets are  based on  the returns  of different
indices.
 
   
AIM Funds  may  use  the  performance  of these  capital  markets  in  order  to
demonstrate   general   risk-versus-reward  investment   scenarios.  Performance
comparisons may also include  the value of a  hypothetical investment in any  of
these  capital  markets. The  risks associated  with the  security types  in any
capital market  may  or may  not  correspond directly  to  those of  the  Funds.
Ibbotson calculates total returns in the same method as the Funds.
    
 
Each  Fund may  quote various measures  of volatility  and benchmark correlation
such as beta, standard deviation and R(2) in advertising. In addition, each Fund
may compare these measures to those of other funds. Measures of volatility  seek
to  compare each Fund's historical share  price fluctuations or total returns to
those of a benchmark.
 
Each Fund may advertise  examples of the effects  of periodic investment  plans,
including the principle of dollar cost averaging programs. In such a program, an
investor  invests a fixed dollar amount in a fund at periodic intervals, thereby
purchasing fewer shares  when prices are  high and more  shares when prices  are
low.  While such a strategy does not assure  a profit or guard against loss in a
declining market, the  investor's average cost  per share can  be lower than  if
fixed  numbers of shares are purchased at the same intervals. In evaluating such
a plan, investors should  consider their ability  to continue purchasing  shares
through periods of low price levels.
 
   
Each  Fund may describe in its sales material and advertisements how an investor
may invest in AIM Funds through various retirement plans or other programs  that
offer  deferral of income taxes on investment  earnings and pursuant to which an
investor may make deductible contributions.  Because of their advantages,  these
retirement  plans  and  programs  may  produce  returns  superior  to comparable
non-retirement investments. For example, a $10,000 investment earning a  taxable
return of 10% annually would have an after-tax value of $17,976 after ten years,
assuming tax was deducted from
    
 
                  Statement of Additional Information Page 42
<PAGE>
                             AIM GLOBAL THEME FUNDS
   
the  return each  year at  a 39.6%  rate. An  equivalent tax-deferred investment
would have  an after-tax  value of  $19,626 after  ten years,  assuming tax  was
deducted  at a 39.6% rate from the deferred  earnings at the end of the ten-year
period. In sales material  and advertisements, the Fund  may also discuss  these
plans  and  programs.  See "Information  Relating  to Sales  and  Redemptions --
Individual Retirement Accounts ("IRAs") and Other Tax-Deferred Plans."
    
 
AIM Distributors may from  time to time in  its sales materials and  advertising
discuss  the risks inherent in investing. The major types of investment risk are
market risk, industry risk, credit risk, interest rate risk, liquidity risk  and
inflation risk. Risk represents the possibility that you may lose some or all of
your investment over a period of time. A basic tenet of investing is the greater
the potential reward, the greater the risk.
 
From  time to  time, the  Funds and AIM  Distributors will  quote data regarding
industries, companies, individual countries, regions, world stock exchanges, and
economic  and  demographic  statistics  from  sources  AIM  Distributors   deems
reliable,  including, but  not limited  to, the  economic and  financial data of
financial organizations such as:
 
 1) Stock market  capitalization:  Morgan Stanley  Capital  International  World
    Indices, IFC and Datastream.
 
 2) Stock  market  trading volume:  Morgan  Stanley Capital  International World
    Indices and IFC.
 
 3) The number  of listed  companies: IFC,  GT Guide  to World  Equity  Markets,
    Salomon Brothers, Inc., and S.G. Warburg.
 
 4) Wage  rates: U.S. Department of Labor  Statistics and Morgan Stanley Capital
    International World.
 
 5) International industry  performance:  Morgan Stanley  Capital  International
    World Indices, Wilshire Associates and Salomon Brothers, Inc.
 
 6) Stock   market  performance:  Morgan  Stanley  Capital  International  World
    Indices, IFC and Datastream.
 
 7) The Consumer Price Index and inflation rate: The World Bank, Datastream  and
    IFC.
 
 8) Gross Domestic Product ("GDP"): Datastream and The World Bank.
 
 9) GDP growth rate: IFC, The World Bank and Datastream.
 
10) Population: The World Bank, Datastream and United Nations.
 
11) Average annual growth rate (%) of population: The World Bank, Datastream and
    United Nations.
 
12) Age distribution within populations: OECD and United Nations.
 
13) Total exports and imports by year: IFC, The World Bank and Datastream.
 
14) Top  three companies by country, industry or  market: IFC, GT Guide to World
    Equity Markets, Salomon Brothers, Inc., and S.G. Warburg.
 
15) Foreign direct  investments  to developing  countries:  The World  Bank  and
    Datastream.
 
16) Supply,  consumption,  demand  and  growth in  demand  of  certain products,
    services and industries, including, but  not limited to electricity,  water,
    transportation, construction materials, natural resources, technology, other
    basic infrastructure, financial services, health care services and supplies,
    consumer products and services and telecommunications equipment and services
    (sources  of such information may include, but  would not be limited to, The
    World Bank, OECD, IMF, Bloomberg and Datastream).
 
17) Standard deviation and performance returns for U.S. and non-U.S. equity  and
    bond markets: Morgan Stanley Capital International.
 
18) Countries  restructuring their debt,  including those under  the Brady Plan:
    The Sub-adviser.
 
19) Political and economic structure of countries: Economist Intelligence Unit.
 
20) Government and  corporate bonds  -- credit  ratings, yield  to maturity  and
    performance returns: Salomon Brothers, Inc.
 
21) Dividend yields for U.S. and non-U.S. companies: Bloomberg.
 
From  time to time, AIM Distributors may include in its advertisements and sales
material,  information  about  privatization,  which  is  an  economic   process
involving the sale of state-owned companies to the private sector.
 
In  advertising and sales  materials, AIM Distributors may  make reference to or
discuss its products, services and accomplishments. Among these  accomplishments
are  that  in 1983  the  Sub-adviser provided  assistance  to the  government of
 
                  Statement of Additional Information Page 43
<PAGE>
                             AIM GLOBAL THEME FUNDS
   
Hong Kong in linking its currency to  the U.S. dollar, and that in 1987  Japan's
Ministry  of  Finance licensed  GT Asset  Management  Ltd. as  one of  the first
foreign  discretionary  investment   managers  for   Japanese  investors.   Such
accomplishments,  however,  should  not  be  viewed  as  an  endorsement  of the
Sub-adviser by the government of Hong  Kong, Japan's Ministry of Finance or  any
other  government or government  agency. Nor do any  such accomplishments of the
Sub-adviser provide any assurance that the Funds' investment objectives will  be
achieved.
    
 
GENERAL INFORMATION ABOUT THE THEME FUNDS AND THEME PORTFOLIOS
Each Theme Portfolio may invest worldwide across industries within the Portfolio
area  of concentration without national or regional restrictions. The ability of
each Theme Portfolio  to invest worldwide  may allow the  portfolio managers  to
select   industries  in  different   economic  cycles  and   varying  stages  of
development, though there is no assurance  that the managers will be  successful
in this selection.
 
Each  Theme Portfolio's area  of concentration reflects  the underlying theme of
the  Portfolio.  AIM  Distributors  believes  that  there  are  certain  social,
political  and economic trends that may benefit  one or more industries within a
Theme Portfolio's area of concentration. Of  course, there is no assurance  that
any of the Funds will benefit as a result.
 
HEALTH CARE FUND
From time to time the Fund and AIM Distributors will quote information including
data regarding:
 
    / / Trading  volume, number of listed companies and the largest companies of
        the global health care industry
 
    / / Expenditures by various countries, regions and age groups on health care
 
    / / Population of countries, regions and age groups
 
    / / Natality and  mortality  rates in  various  regions, countries  and  age
        groups
 
    / / Life expectancy rates in various regions, countries and age groups
 
    / / New health care products and products seeking approval
 
    / / Health maintenance organizations (HMOs) and their enrollment growth
 
    / / Studies  from,  but not  limited  to, the  American  Medical Association
        showing the effectiveness of using drugs to cure illness
 
    / / Medical technology and devices in use or in development
 
    / / Regulatory environment of health care industries
 
    / / Consolidation in the health care industries
 
The information quoted  has not  been independently verified  by a  Fund or  AIM
Distributors  and will be based on data provided that is believed to be reliable
and accurate from sources including the following:
 
    / / Research firms such  as Mehta and  Isaly which publishes  PHARMACEUTICAL
        PORTFOLIO RECOMMENDATIONS
 
    / / OECD  and its publications such as the OECD HEALTH DATA, as supplemented
        annually
 
    / / Morgan Stanley Capital International stock market industry indices  such
        as Health & Personal Care
 
    / / The  World  Bank  and its  publications  such as  THE  WORLD DEVELOPMENT
        REPORT, as supplemented annually
 
    / / IFC and publications such as the EMERGING STOCK MARKETS FACTBOOK
 
INFORMATION ABOUT THE GLOBAL HEALTH CARE INDUSTRIES
The Fund and the Sub-adviser believe that certain market and demographic factors
merit  an  investor's  consideration  when  making  a  health  care  investment.
Worldwide   standards  of  living  and  life  expectancy  have  increased  at  a
substantial rate.  The  Sub-adviser expects  this  growth, which  works  to  the
general  benefit of the  global health care  industry, to continue  at a roughly
comparable rate  in the  future, although  no assurances  can be  given in  this
regard.  Moreover,  according  to  the  Sub-adviser,  the  health  care industry
historically has proven to be a relatively non-cyclical industry that  continues
to  provide goods and services to the  public in periods of economic weakness as
well as economic strength.
 
The Sub-adviser believes that  the anticipated increase  in the world's  elderly
population  could increase  demand for  health care  products and  services. For
example, according to data compiled by  the Sub-adviser, in Japan the number  of
people  age 65  and older is  expected to  grow over 100%  by the  year 2025; in
Germany, France and the U.S., the same age group should grow 40%. Similarly, the
U.S. Census Bureau predicts the  number of Americans 85  and older to double  in
the  next 30 years. From time to time,  the Fund and AIM Distributors will quote
information  including,  but  not  limited  to,  international  data   regarding
populations,   birth  rates,  mortality  rates,  life  expectancy,  health  care
expenditures, and gross  domestic product vs.  life expectancy. The  information
quoted  has not been independently verified by  the Fund or AIM Distributors and
will be based on data that is believed to be reliable and accurate.
 
                  Statement of Additional Information Page 44
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
TELECOMMUNICATIONS FUND
From time to time the Fund and AIM Distributors will quote information including
data regarding:
 
    / / Increased usage  of  new  technologies  such as,  but  not  limited  to,
        cellular   and  wireless  communications  in  emerging  and  established
        countries around the world
 
    / / Supply and demand of telephone equipment and services
 
    / / Regulatory environment of telecommunications industries
 
    / / Revenue, price and usage of telecommunications products and services
 
    / / Privatization and/or deregulation of telecommunications companies
 
The information quoted has  not been independently verified  by the Fund or  AIM
Distributors  and will be based on data provided that is believed to be reliable
and accurate from sources including the following:
 
    / / Salomon Brothers World Equity  Telecommunications Index, which  includes
        stock  market data about the  telecommunications industry in established
        and developing markets
 
    / / OECD  and  other  publications  from   its  subsidiaries  such  as   the
        International Telecommunications Union
 
    / / Morgan  Stanley Capital International stock market industry indices such
        as Telecommunications, Broadcasting &  Publishing and Data Processing  &
        Reproduction
 
    / / International Technology Consultants, a Washington D.C. based firm which
        publishes  reports such as EASTERN EUROPEAN  & SOVIET TELECOM REPORT and
        LATIN AMERICAN TELECOM REPORT
 
    / / Telegeography and other publications
 
DEREGULATION IN THE UNITED STATES
The United States  has been  the bellwether  for deregulation  of the  telephone
industry.  The  divestiture  of  the Bell  System  from  American  Telephone and
Telegraph has  produced competing  companies  in the  United States.  Such  U.S.
market-driven  competition has,  for example, led  to lower  costs for consumers
which in turn led to greater consumer usage and to higher industrywide revenues.
The Sub-adviser expects this scenario to  continue to benefit such companies  in
the  U.S. and  similarly to  be realized  by the  established telecommunications
companies in established economies, although no  assurances can be made in  this
regard.
 
   
CONSUMER PRODUCTS AND SERVICES FUND
    
From time to time the Fund and AIM Distributors will quote information including
data regarding:
 
    / / Trading volume, number of listed companies and the largest companies
        located around the world in the consumer products and services
        industries
 
    / / Expenditures, demand and consumption by various countries, regions,
        income classes and age groups of consumer products and services
 
    / / Population of countries, regions and age groups
 
    / / Life expectancy rates in various regions, countries and age groups
 
    / / New consumer products and services in the development or manufacturing
        stages
 
    / / Income of various regions, countries and age groups
 
    / / Sales and sales growth of consumer products and services companies in
        their own country and abroad
 
    / / Sales, supply and demand of consumer products and services
 
    / / Parent Companies and the products and services they distribute
 
    / / Regulatory environment of consumer products industries
 
The  information quoted will  not be independently  verified by the  Fund or AIM
Distributors and will be based on data provided that is believed to be  reliable
and accurate from sources including the following:
 
    / / Consumer and trade groups
 
    / / Fortune magazine and other periodicals
 
    / / The World Bank and its publications
 
    / / The International Monetary Fund (IMF) and its publications
 
    / / IFC and its publications
 
    / / OECD and its publications
 
                  Statement of Additional Information Page 45
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
INFRASTRUCTURE FUND
From time to time the Fund and AIM Distributors may quote information including:
 
    / / Supply  and  demand of  telephone  equipment and  services, electricity,
        water, transportation, construction  materials and other  infrastructure
        related products and services
 
    / / Regulatory environment of infrastructure industries
 
    / / Quantity and costs of current and projected infrastructure projects
 
    / / Privatization of industries and companies
 
    / / New   technologies,  products   and  services   used  in  infrastructure
        industries
 
    / / Infrastructure Finance magazine and other periodicals
 
FINANCIAL SERVICES FUND
From time to time the Fund and AIM Distributors may quote information including:
 
    / / Supply and demand of financial services
 
    / / Regulatory environment of financial service industries
 
    / / Credit ratings of U.S. and non-U.S. banks
 
    / / New technologies, products and services  used in the financial  services
        industries
 
    / / Consolidation in the financial services industries
 
   
RESOURCES FUND
    
From time to time the Fund and AIM Distributors may quote information including:
 
    / / Supply, demand and prices of natural resources
 
    / / Regulatory environment of natural resources
 
    / / Supply,   demand  and  prices  of  products  manufactured  from  natural
        resources
 
    / / New technologies, products  and services used  in the natural  resources
        industries
 
- --------------------------------------------------------------------------------
 
                          DESCRIPTION OF DEBT RATINGS
 
- --------------------------------------------------------------------------------
 
DESCRIPTION OF BOND RATINGS
    MOODY'S INVESTORS SERVICE, INC. ("Moody's") rates the debt securities issued
by  various entities from "Aaa"  to "C." Investment grade  ratings are the first
four categories:
 
        Aaa -- Bonds which are rated Aaa  are judged to be of the best  quality.
    They carry the smallest degree of investment risk and are generally referred
    to  as "gilt  edged." Interest payments  are protected  by a large  or by an
    exceptionally stable  margin  and principal  is  secure. While  the  various
    protective  elements are likely to change, such changes as can be visualized
    are most  unlikely  to impair  the  fundamentally strong  position  of  such
    issues.
 
        Aa  -- Bonds which are rated Aa are  judged to be of high quality by all
    standards. Together  with the  Aaa group  they comprise  what are  generally
    known  as high grade bonds. They are rated lower than the best bonds because
    margins of  protection  may  not  be  as  large  as  in  Aaa  securities  or
    fluctuation  of protective elements may be of greater amplitude or there may
    be other  elements present  which make  the long-term  risk appear  somewhat
    larger than the Aaa securities.
 
        A  --  Bonds  which  are  rated  A  possess  many  favorable  investment
    attributes and  are  to  be considered  as  upper-medium-grade  obligations.
    Factors  giving security to principal  and interest are considered adequate,
    but elements may  be present  which suggest a  susceptibility to  impairment
    some time in the future.
 
        Baa  --  Bonds  which  are  rated  Baa  are  considered  as medium-grade
    obligations, (i.e., they are neither  highly protected nor poorly  secured).
    Interest payments and principal security appear adequate for the present but
    certain  protective  elements may  be lacking  or may  be characteristically
    unreliable over  any  great length  of  time. Such  bonds  lack  outstanding
    investment  characteristics and in fact  have speculative characteristics as
    well.
 
                  Statement of Additional Information Page 46
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
        Ba -- Bonds which are rated Ba are judged to have speculative  elements;
    their  future  cannot be  considered well-assured.  Often the  protection of
    interest and principal payments may be  very moderate, and thereby not  well
    safeguarded  during both good and bad  times over the future. Uncertainty of
    position characterizes bonds in this class.
 
        B --  Bonds which  are rated  B generally  lack characteristics  of  the
    desirable  investment. Assurance  of interest  and principal  payments or of
    maintenance of other terms of the contract over any long period of time  may
    be small.
 
        Caa  -- Bonds which are rated Caa  are of poor standing. Such issues may
    be in default or  there may be  present elements of  danger with respect  to
    principal or interest.
 
        Ca  --  Bonds  which  are  rated  Ca  represent  obligations  which  are
    speculative in a high degree. Such issues are often in default or have other
    marked shortcomings.
 
        C -- Bonds which are  rated C are the lowest  rated class of bonds,  and
    issues  so rated can be regarded as  having extremely poor prospects of ever
    attaining any real investment standing.
 
ABSENCE OF RATING: Where no rating has been assigned or where a rating has  been
suspended  or withdrawn, it may  be for reasons unrelated  to the quality of the
issue.
 
Should no rating be assigned, the reason may be one of the following:
 
         1. An application for rating was not received or accepted.
 
         2. The issue or  issuer belongs to a  group of securities or  companies
    that are not rated as a matter of policy.
 
         3. There is a lack of essential data pertaining to the issue or issuer.
 
         4.  The issue  was privately  placed, in which  case the  rating is not
    published in Moody's publications.
 
Suspension or withdrawal may occur if new and material circumstances arise,  the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable  up-to-date data  to permit  a judgment  to be  formed; if  a bond is
called for redemption; or for other reasons.
 
Note: Moody's applies  numerical modifiers, 1,  2 and 3  in each generic  rating
classification  from Aa to Caa. The modifier  1 indicates that the Company ranks
in the higher end  of its generic  rating category; the  modifier 2 indicates  a
mid-range  ranking; and the modifier  3 indicates that the  Company ranks in the
lower end of its generic rating category.
 
    STANDARD & POOR'S, a  division of The  McGraw-Hill Companies, Inc.  ("S&P"),
rates  the securities debt of various  entities in categories ranging from "AAA"
to "D"  according  to quality.  Investment  grade  ratings are  the  first  four
categories:
 
        AAA -- An obligation rated "AAA" has the highest rating assigned by S&P.
    The obligor's capacity to meet its financial commitment on the obligation is
    extremely strong.
 
        AA   --  An  obligation  rated  "AA"  differs  from  the  highest  rated
    obligations only  in a  small degree.  The obligor's  capacity to  meet  its
    financial commitment on the obligation is very strong.
 
        A -- An obligation rated "A" is somewhat more susceptible to the adverse
    effects of changes in circumstances and economic conditions than obligations
    in higher rated categories.
 
        BBB   --  An   obligation  rated  "BBB"   exhibits  adequate  protection
    parameters. However, adverse economic  conditions or changing  circumstances
    are  more likely to lead  to a weakened capacity of  the obligor to meet its
    financial commitment on the obligation.
 
        BB, B, CCC, CC, C -- Obligations  rated "BB," "B," "CCC," "CC," and  "C"
    are   regarded  as  having  significant  speculative  characteristics.  "BB"
    indicates the least degree  of speculation and "C"  the highest. While  such
    obligations  will likely  have some quality  and protective characteristics,
    these may be outweighed by large uncertainties or major exposures to adverse
    conditions.
 
        BB -- An  obligation rated "BB"  is less vulnerable  to nonpayment  than
    other  speculative issues. However, it  faces major ongoing uncertainties or
    exposure to adverse business, financial, or economic conditions which  could
    lead  to the obligor's inadequate capacity  to meet its financial commitment
    on the obligation.
 
        B --  An obligation  rated "B"  is more  vulnerable to  nonpayment  than
    obligations  rated "BB," but the obligor  currently has the capacity to meet
    its financial commitment on the obligation. Adverse business, financial,  or
    economic conditions will likely impair the obligor's capacity or willingness
    to meet its financial commitment on the obligation.
 
                  Statement of Additional Information Page 47
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
        CCC  -- An obligation rated "CCC" is currently vulnerable to nonpayment,
    and is dependent upon favorable business, financial, and economic conditions
    for the obligor to meet its  financial commitment on the obligation. In  the
    event of adverse business, financial, or economic conditions, the obligor is
    not  likely to  have the  capacity to meet  its financial  commitment on the
    obligation.
 
        CC --  An  obligation  rated  "CC" is  currently  highly  vulnerable  to
    nonpayment.
 
        C  -- The "C" rating may be used to cover a situation where a bankruptcy
    petition has been filed  or similar action has  been taken, but payments  on
    this obligation are being continued.
 
        D  -- An  obligation rated  "D" is  in payment  default. The  "D" rating
    category is used when payments on an obligation are not made on the date due
    even if the  applicable grace period  has not expired,  unless S&P  believes
    that  such payments will  be made during  such grace period.  The "D" rating
    also will be used upon the filing of a bankruptcy petition or the taking  of
    a similar action if payments on an obligation are jeopardized.
 
PLUS  (+) OR MINUS  (-): The ratings from  "AA" to "CCC" may  be modified by the
addition of a  plus or minus  sign to  show relative standing  within the  major
rating categories.
 
NR:  Indicates  that  no  public  rating  has  been  requested,  that  there  is
insufficient information on which to base a rating, or that S&P does not rate  a
particular type of obligation as a matter of policy.
 
DESCRIPTION OF COMMERCIAL PAPER RATINGS
    MOODY'S  employs  the  designation "Prime-1"  to  indicate  commercial paper
having a superior ability for  repayment of senior short-term debt  obligations.
Prime-1  repayment  ability will  often be  evidenced by  many of  the following
characteristics: leading market positions  in well-established industries;  high
rates  of return on  funds employed; conservative  capitalization structure with
moderate reliance on debt and ample asset protection; broad margins in  earnings
coverage  of  fixed financial  charges and  high  internal cash  generation; and
well-established access to a range of  financial markets and assured sources  of
alternate liquidity. Issues rated Prime-2 have a strong ability for repayment of
senior  short-term debt obligations. This normally  will be evidenced by many of
the characteristics cited  above but  to a  lesser degree.  Earnings trends  and
coverage  ratios, while sound, may be  more subject to variation. Capitalization
characteristics, while  still  appropriate, may  be  more affected  by  external
conditions. Ample alternate liquidity is maintained.
 
    S&P  ratings of commercial paper are  graded into several categories ranging
from "A1" for the highest quality obligations  to "D" for the lowest. Issues  in
the  "A"  category are  delineated  with numbers  1, 2,  and  3 to  indicate the
relative degree  of safety.  A-1 --  This highest  category indicates  that  the
degree  of safety regarding timely payment is strong. Those issues determined to
possess extremely strong safety characteristics will be denoted with a plus sign
(+) designation.  A-2  -- Capacity  for  timely  payments on  issues  with  this
designation  is satisfactory; however,  the relative degree of  safety is not as
high as for issues designated "A-1."
 
- --------------------------------------------------------------------------------
 
   
                              FINANCIAL STATEMENTS
    
 
- --------------------------------------------------------------------------------
   
The audited financial statements of the Funds as of October 31, 1997 and for the
fiscal year then ended appear on the following pages.
    
 
                  Statement of Additional Information Page 48
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
- --------------------------------------------------------------------------------
 
ANNUAL REPORT
To the Shareholders and Board of Directors of
G.T. Investment Funds, Inc.:
 
We have audited the accompanying statements of assets and liabilities of GT
Global Consumer Products & Services Fund - Consolidated, GT Global Financial
Services Fund - Consolidated, GT Global Health Care Fund, GT Global
Infrastructure Fund - Consolidated, GT Global Natural Resources Fund -
Consolidated, and GT Global Telecommunications Fund, six series of G.T.
Investment Funds, Inc., including the portfolios of investments, as of October
31, 1997, the related statements of operations for the year then ended, and the
related statements of changes in net assets and financial highlights for each of
the periods indicated therein. These financial statements and financial
highlights are the responsibility of the Funds' management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1997 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial positions of
the aforementioned series of G.T. Investments Funds, Inc. as of October 31,
1997, the results of their operations, changes in their net assets and their
financial highlights for each of the periods indicated therein, in conformity
with generally accepted accounting principles.
 
                                                        COOPERS & LYBRAND L.L.P.
 
BOSTON, MASSACHUSETTS
DECEMBER 15, 1997
 
                                       F1
<PAGE>
          GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND - CONSOLIDATED
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Services (56.3%)
  CVS Corp. .................................................   US             97,900   $  6,002,494         3.7
    RETAILERS-OTHER
  Airborne Freight Corp. ....................................   US             80,600      5,108,025         3.1
    TRANSPORTATION - AIRLINES
  Brylane, Inc.-/- ..........................................   US            115,000      4,995,313         3.1
    RETAILERS-APPAREL
  New York Times Co. "A" ....................................   US             90,000      4,927,500         3.0
    BROADCASTING & PUBLISHING
  Jones Apparel Group, Inc.-/- ..............................   US             89,200      4,538,050         2.8
    RETAILERS-APPAREL
  Pacific Sunwear of California-/- ..........................   US            150,000      4,143,750         2.5
    RETAILERS-APPAREL
  Loblaw Cos., Ltd. .........................................   CAN           251,800      3,663,000         2.2
    RETAILERS-FOOD
  Nordstrom, Inc. ...........................................   US             56,000      3,430,000         2.1
    RETAILERS-APPAREL
  Yogen Fruz World-Wide, Inc.-/- ............................   CAN           583,900      3,314,789         2.0
    RETAILERS-FOOD
  Central Newspapers, Inc. "A" ..............................   US             50,000      3,284,375         2.0
    BROADCASTING & PUBLISHING
  Cinar Films, Inc. "B"{\/} .................................   CAN            76,000      2,954,500         1.8
    LEISURE & TOURISM
  Chapters, Inc.: ...........................................   CAN                --             --         1.8
    RETAILERS-OTHER
    Common-/- ...............................................   --             83,500      1,747,978          --
    Special Warrants(::) -/- ................................   --             66,200      1,204,960          --
  Sears Canada, Inc. ........................................   CAN           170,500      2,825,131         1.7
    RETAILERS-OTHER
  Gap, Inc. .................................................   US             50,000      2,659,375         1.6
    RETAILERS-APPAREL
  Outdoor Systems, Inc.-/- ..................................   US             84,000      2,583,000         1.6
    BUSINESS & PUBLIC SERVICES
  Universal Outdoor Holdings, Inc.-/- .......................   US             60,000      2,535,000         1.6
    BUSINESS & PUBLIC SERVICES
  Avis Rent A Car, Inc. .....................................   US             90,000      2,469,375         1.5
    TRANSPORTATION - ROAD & RAIL
  Consolidated Stores Corp.-/- ..............................   US             61,300      2,444,338         1.5
    RETAILERS-OTHER
  Family Dollar Stores, Inc. ................................   US            103,000      2,420,500         1.5
    RETAILERS-APPAREL
  Bed Bath & Beyond-/- ......................................   US             76,000      2,413,000         1.5
    RETAILERS-OTHER
  Stage Stores, Inc.-/- .....................................   US             65,000      2,372,500         1.5
    RETAILERS-APPAREL
  Transat A.T., Inc.-/- .....................................   CAN           270,200      2,320,054         1.4
    TRANSPORTATION - AIRLINES
  Dress Barn, Inc.-/- .......................................   US             90,700      2,301,513         1.4
    RETAILERS-APPAREL
  Abercrombie & Fitch Co.-/- ................................   US             80,000      2,080,000         1.3
    RETAILERS-APPAREL
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F2
<PAGE>
          GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Services (Continued)
  Ames Department Stores, Inc.-/- ...........................   US            132,600   $  2,063,588         1.3
    RETAILERS-OTHER
  Valassis Communications, Inc.-/- ..........................   US             60,000      1,770,000         1.1
    BROADCASTING & PUBLISHING
  Air Canada ................................................   CAN           150,000      1,495,529         0.9
    TRANSPORTATION - AIRLINES
  The Bombay Co., Inc. ......................................   US            244,100      1,479,856         0.9
    RETAILERS-OTHER
  Budget Group, Inc. "A"-/- .................................   US             41,800      1,463,000         0.9
    TRANSPORTATION - ROAD & RAIL
  Tuesday Morning Corp.-/- ..................................   US             50,050      1,213,713         0.7
    RETAILERS-APPAREL
  Ryanair Holdings PLC - ADR-/- {\/} ........................   IRE            42,500      1,062,500         0.7
    TRANSPORTATION - AIRLINES
  Star Choice Communications, Inc.-/- .......................   CAN           293,500        916,406         0.6
    BROADCASTING & PUBLISHING
  Hospitality Worldwide Services-/- .........................   US             66,000        767,250         0.5
    LEISURE & TOURISM
  Dayton Hudson Corp. .......................................   US             10,000        628,125         0.4
    RETAILERS-APPAREL
  N2K, Inc.-/- ..............................................   US              8,300        218,394         0.1
    LEISURE & TOURISM
  Hudson's Bay Co. ..........................................   CAN               300          6,866          --
    RETAILERS-APPAREL
                                                                                        ------------
                                                                                          91,823,747
                                                                                        ------------
Consumer Non-Durables (14.8%)
  Morningstar Group, Inc.-/- ................................   US            151,200      6,463,796         4.0
    FOOD
  Tabacalera S.A. "A" .......................................   SPN            74,000      5,332,967         3.3
    TOBACCO
  Interstate Bakeries Corp. .................................   US             70,600      4,509,575         2.8
    FOOD
  Foodmaker, Inc.-/- ........................................   US            208,400      3,425,575         2.1
    FOOD
  General Cigar Holdings, Inc.-/- ...........................   US             62,800      1,817,275         1.1
    TOBACCO
  Saputo Group, Inc.-/- .....................................   CAN           114,400      1,753,506         1.1
    FOOD
  American Italian Pasta Co. "A"-/- .........................   US             30,000        630,000         0.4
    FOOD
                                                                                        ------------
                                                                                          23,932,694
                                                                                        ------------
Finance (6.5%)
  BankAmerica Corp. .........................................   US             71,000      5,076,500         3.1
    BANKS-MONEY CENTER
  Merita Ltd. "A" ...........................................   FIN           738,300      3,608,281         2.2
    BANKS-MONEY CENTER
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F3
<PAGE>
          GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Finance (Continued)
  O&Y Properties Corp. Special Warrants(::) -/- {::} ........   CAN           342,400   $  1,943,798         1.2
    REAL ESTATE
                                                                                        ------------
                                                                                          10,628,579
                                                                                        ------------
Technology (2.6%)
  CHS Electronics, Inc.-/- ..................................   US            164,500      4,019,969         2.5
    COMPUTERS & PERIPHERALS
  Concord Communications, Inc.-/- ...........................   US              7,100        126,025         0.1
    SOFTWARE
                                                                                        ------------
                                                                                           4,145,994
                                                                                        ------------
Capital Goods (1.3%)
  HON INDUSTRIES, Inc. ......................................   US             40,000      2,065,000         1.3
    OFFICE EQUIPMENT
                                                                                        ------------       -----
 
TOTAL EQUITY INVESTMENTS (cost $124,047,571) ................                            132,596,014        81.5
                                                                                        ------------       -----
<CAPTION>
 
                                                                                           VALUE         % OF NET
REPURCHASE AGREEMENT                                                                      (NOTE 1)        ASSETS
- -------------------------------------------------------------                           ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
  Dated October 31, 1997, with State Street Bank & Trust Co.,
   due November 3, 1997, for an effective yield of 5.57%,
   collateralized by $4,435,000 U.S. Treasury Bond, 8.875%
   due 8/15/17 (market value of collateral is $5,818,438,
   including accrued interest).
   (cost $5,697,881)  .......................................                              5,697,881         3.5
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $129,745,452)  * ....................                            138,293,895        85.0
Other Assets and Liabilities ................................                             24,368,418        15.0
                                                                                        ------------       -----
 
NET ASSETS ..................................................                           $162,662,313       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
       (::)  Valued in good faith at fair value using procedures approved by the
             Board of Directors (see Note 1 of Notes to Financial Statements).
       {\/}  U.S. currency denominated.
       {::}  Security was an affiliate at October 31, 1997 (see Note 6 of Notes
             to Financial Statements).
          *  For Federal income tax purposes, cost is $129,972,640 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  11,067,741
                 Unrealized depreciation:            (2,746,486)
                                                  -------------
                 Net unrealized appreciation:     $   8,321,255
                                                  -------------
                                                  -------------
</TABLE>
 
             Abbreviation:
             ADR--American Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F4
<PAGE>
          GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
The Fund's Portfolio of Investments at October 31, 1997, 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>
Canada (CAN/CAD) .....................   14.7                  14.7
Finland (FIN/FIM) ....................    2.2                   2.2
Ireland (IRE/IEP) ....................    0.7                   0.7
Spain (SPN/ESP) ......................    3.3                   3.3
United States (US/USD) ...............   60.6       18.5       79.1
                                        ------     -----      -----
Total  ...............................   81.5       18.5      100.0
                                        ------     -----      -----
                                        ------     -----      -----
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $162,662,313.
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F5
<PAGE>
                GT GLOBAL FINANCIAL SERVICES FUND - CONSOLIDATED
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                            VALUE        % OF NET
EQUITY INVESTMENTS                                              COUNTRY      SHARES       (NOTE 1)        ASSETS
- --------------------------------------------------------------  --------   -----------   -----------   -------------
<S>                                                             <C>        <C>           <C>           <C>
Banks - Regional (50.6%)
  Sparbanken Sverige AB "A" ..................................   SWDN           68,000   $ 1,543,927         1.9
  City National Corp. ........................................   US             50,550     1,525,978         1.9
  Lloyds TSB Group PLC .......................................   UK            113,600     1,419,524         1.8
  Royal Bank of Canada .......................................   CAN            26,000     1,390,221         1.7
  NationsBank Corp. ..........................................   US             20,000     1,197,500         1.5
  Mellon Bank Corp. ..........................................   US             21,800     1,124,063         1.4
  Bank of Montreal ...........................................   CAN            25,800     1,114,058         1.4
  Demirbank T.A.S. ...........................................   TRKY       37,896,000     1,084,691         1.3
  National Bank of Canada ....................................   CAN            75,600     1,080,996         1.3
  Hamilton Bancorp, Inc.-/- ..................................   US             35,000     1,067,500         1.3
  Crestar Financial Corp. ....................................   US             20,800       984,100         1.2
  GreenPoint Financial Corp. .................................   US             15,100       972,063         1.2
  Norbanken AB ...............................................   SWDN           30,400       954,136         1.2
  Christiania Bank Og Kreditkasse ............................   NOR           232,900       933,534         1.2
  Bayerische Vereinsbank .....................................   GER            16,070       931,864         1.2
  Bank Leumi Le - Israel .....................................   ISRL          605,700       930,012         1.1
  Jyske Bank .................................................   DEN             9,000       927,029         1.1
  Bank Hapoalim Ltd. .........................................   ISRL          383,000       906,460         1.1
  Bank of Ireland ............................................   IRE            70,800       895,906         1.1
  First Union Corp. (N.C.) ...................................   US             18,200       892,938         1.1
  H. F. Ahmanson & Co. .......................................   US             15,000       885,000         1.1
  Halifax PLC-/- .............................................   UK             76,800       869,507         1.1
  Nedcor Ltd. ................................................   SAFR           41,123       863,498         1.1
  Zagrebacka Banka - 144A GDR{.} {\/} ........................   CRT            27,000       860,625         1.1
  Sovereign Bancorp, Inc. ....................................   US             48,200       855,550         1.1
  First American Corp. .......................................   US             18,000       855,000         1.1
  Allied Irish Bank PLC{V} ...................................   IRE            97,644       826,256         1.0
  ABSA Group Ltd. ............................................   SAFR          138,867       822,809         1.0
  Anglo-Irish Bank Corp., PLC: ...............................   IRE                --            --         1.0
    Common{V} ................................................   --            315,036       515,196          --
    Common ...................................................   --            180,000       297,565          --
  Compagnie Financiere de Paribas S.A. .......................   FR             11,100       806,457         1.0
  First National Bank Holdings Ltd. ..........................   SAFR          105,800       799,549         1.0
  Yapi ve Kredi Bankasi A.S. .................................   TRKY       26,000,000       793,807         1.0
  Commercial International Bank - GDR{\/} ....................   EGPT           36,265       788,764         1.0
  National Australia Bank Ltd. ...............................   AUSL           56,500       772,531         1.0
  Ergo Bank S.A. .............................................   GREC           12,960       772,510         1.0
  Westpac Banking Corp., Ltd. ................................   AUSL          132,000       768,337         0.9
  Australia & New Zealand Banking Group Ltd. .................   AUSL          110,000       767,100         0.9
  Banco Totta & Acores S.A. "B" ..............................   PORT           39,300       760,068         0.9
  Wielkopolski Bank Kredytowy S.A. ...........................   POL           138,000       753,448         0.9
  Cullen/Frost Bankers, Inc. .................................   US             14,500       732,250         0.9
  Akbank T.A.S. ..............................................   TRKY        9,821,967       669,363         0.8
  Banco Commercial S.A. - 144A GDR{.} {\/} ...................   URGY           22,000       638,000         0.8
  BG Bank AS .................................................   DEN             9,500       610,308         0.8
  Banco Bradesco S.A. Preferred ..............................   BRZL       79,500,000       591,346         0.7
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F6
<PAGE>
                GT GLOBAL FINANCIAL SERVICES FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                            VALUE        % OF NET
EQUITY INVESTMENTS                                              COUNTRY      SHARES       (NOTE 1)        ASSETS
- --------------------------------------------------------------  --------   -----------   -----------   -------------
<S>                                                             <C>        <C>           <C>           <C>
Banks - Regional (Continued)
  Security Bank Corp.-/- .....................................   PHIL          688,900   $   363,095         0.4
                                                                                         -----------
                                                                                          40,914,439
                                                                                         -----------
Banks - Money Center (18.4%)
  BankAmerica Corp. ..........................................   US             43,400     3,103,091         3.8
  Citicorp ...................................................   US             15,050     1,882,191         2.3
  Chase Manhattan Corp. ......................................   US             14,750     1,701,781         2.1
  Merita Ltd. "A" ............................................   FIN           297,000     1,451,523         1.8
  HSBC Holdings PLC ..........................................   HK             55,800     1,263,260         1.6
  Barclays PLC ...............................................   UK             39,375       986,026         1.2
  Schweizerischer Bankverein (Swiss Bank Corp.)-/- ...........   SWTZ            3,330       895,532         1.1
  Unidanmark AS "A" ..........................................   DEN            13,200       891,009         1.1
  ABN AMRO Holdings N.V. .....................................   NETH           42,864       863,463         1.1
  Bank of Tokyo - Mitsubishi .................................   JPN            41,750       544,867         0.7
  Sumitomo Bank ..............................................   JPN            37,000       393,682         0.5
  Industrial Bank of Japan ...................................   JPN            26,000       257,190         0.3
  Fuji Bank Ltd. .............................................   JPN            29,000       250,707         0.3
  Sanwa Bank .................................................   JPN            24,000       241,397         0.3
  Dai-Ichi Kangyo Bank Ltd. ..................................   JPN            15,000       127,182         0.2
                                                                                         -----------
                                                                                          14,852,901
                                                                                         -----------
Insurance - Multi-Line (10.9%)
  Conseco, Inc. ..............................................   US             51,600     2,251,050         2.8
  Fremont General Corp. ......................................   US             30,000     1,398,750         1.7
  Allstate Corp. .............................................   US             15,000     1,244,063         1.5
  SunAmerica, Inc. ...........................................   US             29,800     1,070,938         1.3
  Axa Group ..................................................   FR             14,770     1,011,872         1.2
  Royal & Sun Alliance Insurance Group PLC ...................   UK             98,700       946,110         1.2
  American International Group, Inc. .........................   US              9,200       938,975         1.2
                                                                                         -----------
                                                                                           8,861,758
                                                                                         -----------
Consumer Finance (5.8%)
  The Money Store, Inc. ......................................   US             39,500     1,120,813         1.4
  Green Tree Financial Corp. .................................   US             24,600     1,036,275         1.3
  Doral Financial Corp. ......................................   US             45,200     1,000,050         1.2
  Aeon Credit Service ........................................   HK          2,964,000       747,710         0.9
  Acom Co., Ltd. .............................................   JPN             9,000       493,766         0.6
  Bankard, Inc.-/- ...........................................   PHIL        5,307,000       362,872         0.4
                                                                                         -----------
                                                                                           4,761,486
                                                                                         -----------
Other Financial (4.1%)
  Newcourt Credit Group, Inc. ................................   CAN            25,200       871,771         1.1
  Banco LatinoAmericano de Exportaciones S.A. (Bladex)
   "E"{\/} ...................................................   PAN            20,000       795,000         1.0
  Investors Financial Services Corp. .........................   US             16,500       726,000         0.9
  MoneyGram Payment Systems, Inc.-/- .........................   US             42,000       580,125         0.7
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F7
<PAGE>
                GT GLOBAL FINANCIAL SERVICES FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                            VALUE        % OF NET
EQUITY INVESTMENTS                                              COUNTRY      SHARES       (NOTE 1)        ASSETS
- --------------------------------------------------------------  --------   -----------   -----------   -------------
<S>                                                             <C>        <C>           <C>           <C>
Other Financial (Continued)
  Shohkoh Fund ...............................................   JPN             1,200   $   349,127         0.4
                                                                                         -----------
                                                                                           3,322,023
                                                                                         -----------
Securities Broker (2.8%)
  Hambrecht & Quist Group-/- .................................   US             30,000       945,000         1.2
  Morgan Stanley, Dean Witter, Discover and Co. ..............   US             13,200       652,575         0.8
  Peregrine Investment Holdings Ltd. .........................   HK            532,000       523,053         0.6
  Nomura Securities Co., Ltd. ................................   JPN            10,000       116,376         0.1
  Daiwa Securities Co., Ltd. .................................   JPN            14,000        84,722         0.1
                                                                                         -----------
                                                                                           2,321,726
                                                                                         -----------
Investment Management (2.4%)
  Alliance Capital Management L.P. ...........................   US             32,400     1,111,725         1.4
  Franklin Resources, Inc. ...................................   US              8,750       786,406         1.0
                                                                                         -----------
                                                                                           1,898,131
                                                                                         -----------       -----
 
TOTAL EQUITY INVESTMENTS (cost $69,090,966) ..................                            76,932,464        95.0
                                                                                         -----------       -----
<CAPTION>
 
                                                                                            VALUE        % OF NET
REPURCHASE AGREEMENT                                                                      (NOTE 1)        ASSETS
- --------------------------------------------------------------                           -----------   -------------
<S>                                                             <C>        <C>           <C>           <C>
  Dated October 31, 1997, with State Street Bank & Trust Co.,
   due November 3, 1997, for an effective yield of 5.57%,
   collateralized by $2,110,000 U.S. Treasury Bond, 8.875% due
   8/15/17 (market value of collateral is $2,768,185,
   including accrued interest). (cost $2,708,419)  ...........                             2,708,419         3.4
                                                                                         -----------       -----
 
TOTAL INVESTMENTS (cost $71,799,385)  * ......................                            79,640,883        98.4
Other Assets and Liabilities .................................                             1,320,751         1.6
                                                                                         -----------       -----
 
NET ASSETS ...................................................                           $80,961,634       100.0
                                                                                         -----------       -----
                                                                                         -----------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
       {\/}  U.S. currency denominated.
        {.}  Security exempt from registration under Rule 144A of the Securities
             Act of 1933. These securities may be resold in transactions exempt
             from registration, normally to qualified institutional buyers.
        {V}  Security is denominated in GBP.
          *  For Federal income tax purposes, cost is $72,281,726 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  10,637,773
                 Unrealized depreciation:            (3,278,616)
                                                  -------------
                 Net unrealized appreciation:     $   7,359,157
                                                  -------------
                                                  -------------
</TABLE>
 
             Abbreviation:
             GDR--Global Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F8
<PAGE>
                GT GLOBAL FINANCIAL SERVICES FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
The Fund's Portfolio of Investments at October 31, 1997, 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) .................    2.8                           2.8
Brazil (BRZL/BRL) ....................    0.7                           0.7
Canada (CAN/CAD) .....................    5.5                           5.5
Croatia (CRT/HRK) ....................    1.1                           1.1
Denmark (DEN/DKK) ....................    3.0                           3.0
Egypt (EGPT/EGP) .....................    1.0                           1.0
Finland (FIN/FIM) ....................    1.8                           1.8
France (FR/FRF) ......................    2.2                           2.2
Germany (GER/DEM) ....................    1.2                           1.2
Greece (GREC/GRD) ....................    1.0                           1.0
Hong Kong (HK/HKD) ...................    3.1                           3.1
Ireland (IRE/IEP) ....................    3.1                           3.1
Israel (ISRL/ILS) ....................    2.2                           2.2
Japan (JPN/JPY) ......................    3.5                           3.5
Netherlands (NETH/NLG) ...............    1.1                           1.1
Norway (NOR/NOK) .....................    1.2                           1.2
Panama (PAN/PND) .....................    1.0                           1.0
Philippines (PHIL/PHP) ...............    0.8                           0.8
Poland (POL/PLZ) .....................    0.9                           0.9
Portugal (PORT/PTE) ..................    0.9                           0.9
South Africa (SAFR/ZAR) ..............    3.1                           3.1
Sweden (SWDN/SEK) ....................    3.1                           3.1
Switzerland (SWTZ/CHF) ...............    1.1                           1.1
Turkey (TRKY/TRL) ....................    3.1                           3.1
United Kingdom (UK/GBP) ..............    5.3                           5.3
United States (US/USD) ...............   40.4         5.0              45.4
Uruguay (URGY/UYP) ...................    0.8                           0.8
                                        ------        ---        ----------
Total  ...............................   95.0         5.0             100.0
                                        ------        ---        ----------
                                        ------        ---        ----------
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $80,961,634.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                 FORWARD FOREIGN CURRENCY CONTRACT OUTSTANDING
                                OCTOBER 31, 1997
 
<TABLE>
<CAPTION>
                                           MARKET VALUE     CONTRACT    DELIVERY    UNREALIZED
CONTRACT TO SELL:                         (U.S. DOLLARS)      PRICE       DATE     APPRECIATION
- ----------------------------------------  --------------   -----------  --------  --------------
<S>                                       <C>              <C>          <C>       <C>
Japanese Yen............................     1,182,045       114.50000  11/12/97   $    59,877
                                          --------------                          --------------
  Total Contracts to Sell (Receivable
   amount $1,241,922)...................     1,182,045                                  59,877
                                          --------------                          --------------
THE VALUE OF CONTRACTS TO SELL AS A
 PERCENTAGE OF NET ASSETS IS 1.46%.
  Total Open Forward Foreign Currency
   Contracts............................                                           $    59,877
                                                                                  --------------
                                                                                  --------------
</TABLE>
 
- ----------------
See Note 1 to the financial statements.
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F9
<PAGE>
                           GT GLOBAL HEALTH CARE FUND
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Medical Technology & Supplies (37.8%)
  ATL Ultrasound, Inc.{::} -/- ..............................   US            755,500   $ 32,486,500         5.2
  Visx, Inc.{::} -/- ........................................   US          1,147,700     26,253,638         4.2
  Endosonics Corp.{::} -/- ..................................   US          1,546,000     17,779,000         2.8
  Physio-Control International Corp.{::} -/- ................   US          1,050,500     16,742,344         2.7
  Sunrise Medical, Inc.{::} -/- .............................   US          1,011,700     15,618,119         2.5
  Waters Corp.-/- ...........................................   US            345,000     15,158,438         2.4
  Dexter Corp. ..............................................   US            339,000     13,305,750         2.1
  TECNOL Medical Products, Inc.-/- ..........................   US            572,900     12,317,350         2.0
  Circon Corp.{::} -/- ......................................   US            686,486     10,812,155         1.7
  Cardiac Pathways Corp.{::} -/- ............................   US          1,002,400      9,522,800         1.5
  Lifecore Biomedical, Inc.-/- ..............................   US            361,900      7,509,425         1.2
  AVECOR Cardiovascular, Inc.{::} -/- .......................   US            658,700      6,751,675         1.1
  Mentor Corp. ..............................................   US            175,800      6,405,713         1.0
  CONMED Corp.-/- ...........................................   US            308,400      6,322,200         1.0
  Angeion Corp.-/- ..........................................   US          1,325,000      5,217,188         0.8
  Kensey Nash Corp.-/- ......................................   US            322,600      4,919,650         0.8
  Photoelectron Corp.-/- ....................................   US            338,300      3,721,300         0.6
  Cardiovascular Dynamics, Inc.{::} -/- .....................   US            515,675      3,480,806         0.6
  Innerdyne, Inc.-/- ........................................   US            824,600      2,886,100         0.5
  CardioGenesis Corp.-/- ....................................   US            307,000      2,763,000         0.4
  Laser Industries Ltd.-/- ..................................   US            130,500      2,593,688         0.4
  INAMED Corp.{::} -/- ......................................   US            628,900      2,515,600         0.4
  Heartstream, Inc.-/- ......................................   US            206,800      2,145,550         0.3
  Laserscope-/- .............................................   US            330,800      1,943,450         0.3
  ThermoTrex Corp.-/- .......................................   US             73,000      1,679,000         0.3
  Micro Therapeutics, Inc.-/- ...............................   US            290,000      1,558,750         0.2
  Abaxis, Inc.-/- ...........................................   US            462,400      1,445,000         0.2
  Lumisys, Inc.-/- ..........................................   US            211,400      1,294,825         0.2
  Interpore International-/- ................................   US             92,900        870,938         0.1
  Sulzer Medica AG - Registered-/- ..........................   SWTZ            3,130        849,571         0.1
  ESC Medical Systems Ltd.-/- {\/} ..........................   ISRL           19,200        753,600         0.1
  Thoratec Laboratories Corp.-/- ............................   US             60,000        412,500         0.1
  ATS Medical, Inc.-/- ......................................   US             31,250        195,313          --
  Conceptus, Inc.-/- ........................................   US             18,000        130,500          --
                                                                                        ------------
                                                                                         238,361,436
                                                                                        ------------
Biotechnology (26.6%)
  Protein Design Labs, Inc.{::} -/- .........................   US          1,017,600     50,752,795         8.1
  Amgen, Inc.-/- ............................................   US            539,000     26,545,750         4.2
  Guilford Pharmaceuticals, Inc.-/- .........................   US            896,600     21,854,625         3.5
  Cell Therapeutics, Inc.{::} -/- ...........................   US          1,141,000     18,256,000         2.9
  Regeneron Pharmaceuticals, Inc.{::} -/- ...................   US          1,414,900     14,768,019         2.4
  Human Genome Sciences, Inc.-/- ............................   US            260,900     10,696,900         1.7
  Genelabs Technologies, Inc.-/- ............................   US          1,642,800      6,365,850         1.0
  Interferon Sciences, Inc.-/- ..............................   US            552,500      5,110,625         0.8
  NABI, Inc.-/- .............................................   US            592,500      2,814,375         0.5
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F10
<PAGE>
                           GT GLOBAL HEALTH CARE FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Biotechnology (Continued)
  PathoGenesis Corp.-/- .....................................   US             61,400   $  2,210,400         0.4
  Agouron Pharmaceuticals, Inc.-/- ..........................   US             46,400      2,117,000         0.3
  CytoTherapeutics, Inc.-/- .................................   US            396,900      2,083,725         0.3
  Pharmacyclics, Inc.-/- ....................................   US             75,000      1,912,500         0.3
  Coulter Pharmaceutical, Inc.-/- ...........................   US             73,700      1,059,438         0.2
  Enzon, Inc. Preferred-/- (.) ..............................   US             16,000        222,460          --
  Targeted Genetics Corp.-/- ................................   US             40,000        160,000          --
                                                                                        ------------
                                                                                         166,930,462
                                                                                        ------------
Pharmaceuticals (17.7%)
  TheraTech, Inc.{::} -/- ...................................   US          2,150,000     22,575,000         3.6
  American Home Products Corp. ..............................   US            145,600     10,792,600         1.7
  Perrigo Co.-/- ............................................   US            648,600      9,972,225         1.6
  Spiros Development Corp.(::) (.) -/- ......................   US            100,000      9,161,246         1.5
  Rhone-Poulenc "A" .........................................   FR            190,736      8,319,910         1.3
  Depotech Corp.-/- .........................................   US            549,300      7,621,538         1.2
  Magainin Pharmaceuticals, Inc.-/- .........................   US            895,100      7,608,350         1.2
  Bergen Brunswig Corp. "A" .................................   US            150,000      6,009,375         1.0
  Catalytica, Inc.-/- .......................................   US            437,866      5,473,325         0.9
  SEQUUS Pharmaceuticals, Inc.-/- ...........................   US            597,800      5,380,200         0.9
  IVAX Corp.-/- .............................................   US            700,000      5,293,750         0.8
  Altana AG .................................................   GER            50,000      3,632,937         0.6
  Life Medical Sciences, Inc.{::} -/- .......................   US            768,600      3,074,400         0.5
  Warner Chilcott Laboratories - ADR{\/} ....................   IRE           117,000      1,652,625         0.3
  Unimed Pharmaceuticals, Inc.-/- ...........................   US            147,200      1,048,800         0.2
  Intercardia, Inc.-/- ......................................   US             41,200        999,100         0.2
  Alpharma, Inc. "A" ........................................   US             21,700        478,756         0.1
  Aradigm Corp.-/- ..........................................   US             28,000        322,000         0.1
                                                                                        ------------
                                                                                         109,416,137
                                                                                        ------------
Health Care Services (5.2%)
  Vencor, Inc.-/- ...........................................   US            801,400     21,637,800         3.5
  Allegiance Corp. ..........................................   US            120,000      3,330,000         0.5
  Grupo Casa Autrey, S.A. de C.V. - ADR{\/} .................   MEX           135,100      2,313,588         0.4
  Parkway Holdings Ltd. .....................................   SING          900,000      2,277,177         0.4
  SteriGenics International, Inc.-/- ........................   US             61,900      1,392,750         0.2
  Cohr, Inc.-/- .............................................   US            129,100      1,355,550         0.2
                                                                                        ------------
                                                                                          32,306,865
                                                                                        ------------       -----
 
TOTAL EQUITY INVESTMENTS (cost $484,175,220) ................                            547,014,900        87.3
                                                                                        ------------       -----
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F11
<PAGE>
                           GT GLOBAL HEALTH CARE FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                            NO. OF         VALUE         % OF NET
WARRANTS                                                       COUNTRY     WARRANTS       (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
  Rhone-Poulenc Warrants, expire 11/5/01 ....................   FR            190,736   $    603,731         0.1
    PHARMACEUTICALS
  ALZA Corp. Warrants, expire 12/31/99 ......................   US            100,000         18,750          --
    PHARMACEUTICALS
                                                                                        ------------       -----
 
TOTAL WARRANTS (cost $32,137) ...............................                                622,481         0.1
                                                                                        ------------       -----
<CAPTION>
 
                                                                            NO. OF
RIGHTS                                                                      RIGHTS
- -------------------------------------------------------------             -----------
<S>                                                            <C>        <C>           <C>            <C>
  Alpharma, Inc. Rights, expire 11/25/97 (cost $0) ..........   US              3,616         20,340          --
                                                                                        ------------       -----
    PHARMACEUTICALS
<CAPTION>
 
REPURCHASE AGREEMENT
- -------------------------------------------------------------
<S>                                                            <C>        <C>           <C>            <C>
  Dated October 31, 1997, with State Street Bank & Trust Co.,
   due November 3, 1997, for an effective yield of 5.57%,
   collateralized by $56,460,000 U.S. Treasury Bond, 8.875%
   due 8/15/17 (market value of collateral is $74,071,916,
   including accrued interest).
   (cost $72,617,234)  ......................................                             72,617,234        11.6
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $556,824,591)  * ....................                            620,274,955        99.0
Other Assets and Liabilities ................................                              6,067,162         1.0
                                                                                        ------------       -----
 
NET ASSETS ..................................................                           $626,342,117       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
       {::}  Security was an affiliate at October 31, 1997 (see Note 6 of Notes
             to Financial Statements).
       {\/}  U.S. currency denominated.
       (::)  Valued in good faith at fair value using procedures approved by the
             Board of Directors (see Note 1 of Notes to Financial Statements).
        (.)  Restricted securities: At October 31, 1997 the Fund owned the
             following restricted securities constituting less than 1.5% of net
             assets which may not be publicly sold without registration under
             the Securities Act of 1933 (Note 1). Additional information on the
             securities is as follows:
 
<TABLE>
<CAPTION>
                                                                                                       VALUE
                                                                                                        PER
                                                                                                       SHARE
                                                                                                       (NOTE
             DESCRIPTION                                      ACQUISITION DATE   SHARES     COST         1)
             -----------------------------------------------  -----------------  ------  -----------   ------
             <S>                                              <C>                <C>     <C>           <C>
             Enzon, Inc. Preferred..........................       3/22/90       16,000  $   400,000   $13.90
             Spiros Development Corp........................       1/3/96        100,000   3,000,000   91.61
</TABLE>
 
          *  For Federal income tax purposes, cost is $558,926,202 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  88,802,844
                 Unrealized depreciation:           (27,454,091)
                                                  -------------
                 Net unrealized appreciation:     $  61,348,753
                                                  -------------
                                                  -------------
</TABLE>
 
             Abbreviation:
             ADR--American Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F12
<PAGE>
                           GT GLOBAL HEALTH CARE FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
The Fund's Portfolio of Investments at October 31, 1997, was concentrated in the
following countries:
 
<TABLE>
<CAPTION>
                                            PERCENTAGE OF NET ASSETS {D}
                                        -------------------------------------
                                                 FIXED INCOME,   SHORT-TERM
                                                   RIGHTS &        &
COUNTRY (COUNTRY CODE/CURRENCY CODE)    EQUITY     WARRANTS      OTHER  TOTAL
- --------------------------------------  ------   -------------   -----  -----
<S>                                     <C>      <C>             <C>    <C>
France (FR/FRF) ......................    1.3         0.1                 1.4
Germany (GER/DEM) ....................    0.6                             0.6
Ireland (IRE/IEP) ....................    0.3                             0.3
Israel (ISRL/ILS) ....................    0.1                             0.1
Mexico (MEX/MXN) .....................    0.4                             0.4
Singapore (SING/SGD) .................    0.4                             0.4
Switzerland (SWTZ/CHF) ...............    0.1                             0.1
United States (US/USD) ...............   84.1                    12.6    96.7
                                        ------        ---        -----  -----
Total  ...............................   87.3         0.1        12.6   100.0
                                        ------        ---        -----  -----
                                        ------        ---        -----  -----
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $626,342,117.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F13
<PAGE>
                  GT GLOBAL INFRASTRUCTURE FUND - CONSOLIDATED
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                            VALUE        % OF NET
EQUITY INVESTMENTS                                              COUNTRY      SHARES       (NOTE 1)        ASSETS
- --------------------------------------------------------------  --------   -----------   -----------   -------------
<S>                                                             <C>        <C>           <C>           <C>
Energy (31.2%)
  Hub Power Co.-/- ...........................................   PAK         2,400,000   $ 3,206,835         3.3
    ELECTRICAL & GAS UTILITIES
  Enron Global Power & Pipelines L.L.C. ......................   US             90,000     3,099,375         3.2
    ELECTRICAL & GAS UTILITIES
  Endesa S.A. - ADR{\/} ......................................   SPN           160,000     2,980,000         3.0
    ELECTRICAL & GAS UTILITIES
  Shaw Group, Inc.-/- ........................................   US            140,300     2,928,763         3.0
    ENERGY EQUIPMENT & SERVICES
  IES Industries, Inc. .......................................   US             81,000     2,612,250         2.7
    ELECTRICAL & GAS UTILITIES
  Light - Participacoes S.A. .................................   BRZL        9,910,000     2,535,033         2.6
    ELECTRICAL & GAS UTILITIES
  Edison S.p.A. ..............................................   ITLY          450,000     2,370,058         2.4
    ELECTRICAL & GAS UTILITIES
  Light - Servicos de Electricidade S.A. .....................   BRZL        7,000,000     2,324,020         2.4
    ELECTRICAL & GAS UTILITIES
  EVN Energie-Versorgung Niederoesterreich AG ................   ASTRI          16,800     1,948,628         2.0
    ELECTRICAL & GAS UTILITIES
  Giant Industries, Inc. .....................................   US            102,600     1,840,388         1.9
    OIL
  AES Corp.-/- ...............................................   US             45,264     1,793,586         1.8
    ELECTRICAL & GAS UTILITIES
  BSES Ltd. - 144A GDR{.} {\/} ...............................   IND            70,000     1,085,000         1.1
    ELECTRICAL & GAS UTILITIES
  Companhia Energetica de Minas Gerais (CEMIG) - ADR{\/} .....   BRZL           24,900       996,000         1.0
    ELECTRICAL & GAS UTILITIES
  MetroGas S.A. - ADR{\/} ....................................   ARG           111,051       805,120         0.8
    ELECTRICAL & GAS UTILITIES
                                                                                         -----------
                                                                                          30,525,056
                                                                                         -----------
Services (23.1%)
  Canadian National Railway Co. ..............................   CAN            60,900     3,284,415         3.3
    TRANSPORTATION - ROAD & RAIL
  Aeroporti di Roma SpA-/- ...................................   ITLY          286,600     2,606,270         2.7
    TRANSPORTATION - AIRLINES
  Hellenic Telecommunications Organization S.A. ..............   GREC          118,250     2,469,600         2.5
    TELEPHONE NETWORKS
  Telecom Italia SpA - Di Risp-/- ............................   ITLY          600,000     2,415,946         2.5
    TELEPHONE NETWORKS
  SPT Telecom-/- .............................................   CZCH           19,000     2,187,547         2.2
    TELEPHONE NETWORKS
  Tranz Rail Holdings Ltd. - ADR{\/} .........................   NZ            132,000     1,782,000         1.8
    TRANSPORTATION - ROAD & RAIL
  Portugal Telecom S.A. - ADR{\/} ............................   PORT           43,000     1,773,750         1.8
    TELEPHONE NETWORKS
  Paging Network, Inc.-/- ....................................   US            125,000     1,546,875         1.6
    WIRELESS COMMUNICATIONS
  Centennial Cellular Corp. "A"-/- ...........................   US             50,000     1,000,000         1.0
    WIRELESS COMMUNICATIONS
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F14
<PAGE>
                  GT GLOBAL INFRASTRUCTURE FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                            VALUE        % OF NET
EQUITY INVESTMENTS                                              COUNTRY      SHARES       (NOTE 1)        ASSETS
- --------------------------------------------------------------  --------   -----------   -----------   -------------
<S>                                                             <C>        <C>           <C>           <C>
Services (Continued)
  DDI Corp. ..................................................   JPN               295   $   985,786         1.0
    WIRELESS COMMUNICATIONS
  Telefonica del Peru S.A. - ADR{\/} .........................   PERU           40,900       807,775         0.8
    TELEPHONE NETWORKS
  Compania Anonima Nacional Telefonos de Venezuela (CANTV) -
   ADR{\/} ...................................................   VENZ           16,000       700,000         0.7
    TELEPHONE NETWORKS
  Pakistan Telecommunications Co., Ltd.: .....................   PAK                --            --         0.6
    TELEPHONE NETWORKS
    GDR{\/} ..................................................   --              4,892       396,252          --
    "A" ......................................................   --            280,000       235,741          --
  Philippine Long Distance Telephone Co. - ADR{\/} ...........   PHIL           20,000       485,000         0.5
    TELEPHONE NETWORKS
  China Telecom (Hong Kong) Ltd.-/- ..........................   HK             80,000       127,814         0.1
    WIRELESS COMMUNICATIONS
                                                                                         -----------
                                                                                          22,804,771
                                                                                         -----------
Materials/Basic Industry (20.8%)
  Giant Cement Holding, Inc.-/- ..............................   US            179,800     4,360,150         4.4
    CEMENT
  La Cementos Nacional, C.A. - 144A GDR{.} {\/} ..............   ECDR           15,060     3,162,600         3.2
    CEMENT
  Northwest Pipe Co.-/- ......................................   US            127,500     3,091,875         3.2
    METALS - STEEL
  IPSCO, Inc. ................................................   CAN            67,600     2,926,199         3.0
    METALS - STEEL
  Hylsamex, S.A. de C.V. - 144A ADR{.} {\/} ..................   MEX            75,000     2,896,875         3.0
    METALS - STEEL
  NS Group, Inc.-/- ..........................................   US             98,100     2,624,175         2.7
    METALS - STEEL
  Suez Cement Co. - Reg S GDR{c} {\/} ........................   EGPT           60,000     1,245,000         1.3
    CEMENT
                                                                                         -----------
                                                                                          20,306,874
                                                                                         -----------
Capital Goods (9.3%)
  Doncasters PLC - ADR-/- {\/} ...............................   UK            139,600     3,760,474         3.8
    AEROSPACE/DEFENSE
  Caterpillar, Inc. ..........................................   US             60,000     3,075,000         3.1
    MACHINERY & ENGINEERING
  KCI Konecranes International ...............................   FIN            42,660     1,664,636         1.7
    MACHINERY & ENGINEERING
  United Engineers Ltd. ......................................   MAL           270,000       640,733         0.7
    CONSTRUCTION
                                                                                         -----------
                                                                                           9,140,843
                                                                                         -----------
Technology (7.8%)
  Tadiran Telecommunications Ltd.{\/} ........................   ISRL          130,000     2,941,250         3.0
    TELECOM TECHNOLOGY
  Emcore Corp.-/- ............................................   US            123,000     2,367,750         2.4
    SEMICONDUCTORS
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F15
<PAGE>
                  GT GLOBAL INFRASTRUCTURE FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                            VALUE        % OF NET
EQUITY INVESTMENTS                                              COUNTRY      SHARES       (NOTE 1)        ASSETS
- --------------------------------------------------------------  --------   -----------   -----------   -------------
<S>                                                             <C>        <C>           <C>           <C>
Technology (Continued)
  Cisco Systems, Inc.-/- .....................................   US             21,000   $ 1,722,656         1.8
    NETWORKING
  Asia Pacific Wire & Cable Corporation Ltd.-/- {\/} .........   SING           59,400       549,450         0.6
    TELECOM TECHNOLOGY
                                                                                         -----------
                                                                                           7,581,106
                                                                                         -----------
Multi-Industry/Miscellaneous (4.7%)
  Mannesmann AG ..............................................   GER             7,500     3,166,135         3.2
    MULTI-INDUSTRY
  E.R.G. Ltd. ................................................   AUSL        1,689,040     1,436,723         1.5
    MULTI-INDUSTRY
                                                                                         -----------
                                                                                           4,602,858
                                                                                         -----------       -----
 
TOTAL EQUITY INVESTMENTS (cost $76,186,714) ..................                            94,961,508        96.9
                                                                                         -----------       -----
<CAPTION>
 
                                                                                            VALUE        % OF NET
REPURCHASE AGREEMENT                                                                      (NOTE 1)        ASSETS
- --------------------------------------------------------------                           -----------   -------------
<S>                                                             <C>        <C>           <C>           <C>
  Dated October 31, 1997, with State Street Bank & Trust Co.,
   due November 3, 1997, for an effective yield of 5.57%,
   collateralized by $1,680,000 U.S. Treasury Bond, 8.875% due
   8/15/17 (market value of collateral is $2,204,053,
   including accrued interest). (cost $2,156,334)  ...........                             2,156,334         2.2
                                                                                         -----------       -----
 
TOTAL INVESTMENTS (cost $78,343,048)  * ......................                            97,117,842        99.1
Other Assets and Liabilities .................................                               901,217         0.9
                                                                                         -----------       -----
 
NET ASSETS ...................................................                           $98,019,059       100.0
                                                                                         -----------       -----
                                                                                         -----------       -----
</TABLE>
 
- --------------
 
       {\/}  U.S. currency denominated.
        -/-  Non-income producing security.
        {.}  Security exempt from registration under Rule 144A of the Securities
             Act of 1933. These securities may be resold in transactions exempt
             from registration, normally to qualified institutional buyers.
        {c}  Security issued under Regulation S. Rule 144A and additional
             restrictions may apply in the resale of such securities.
          *  For Federal income tax purposes, cost is $78,343,048 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  23,477,043
                 Unrealized depreciation:            (4,702,249)
                                                  -------------
                 Net unrealized appreciation:     $  18,774,794
                                                  -------------
                                                  -------------
</TABLE>
 
             Abbreviations:
             ADR--American Depository Receipt
             GDR--Global Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F16
<PAGE>
                  GT GLOBAL INFRASTRUCTURE FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
The Fund's Portfolio of Investments at October 31, 1997, 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>
Argentina (ARG/ARS) ..................    0.8                   0.8
Australia (AUSL/AUD) .................    1.5                   1.5
Austria (ASTRI/ATS) ..................    2.0                   2.0
Brazil (BRZL/BRL) ....................    6.0                   6.0
Canada (CAN/CAD) .....................    6.3                   6.3
Czech Republic (CZCH/CSK) ............    2.2                   2.2
Ecuador (ECDR/ECS) ...................    3.2                   3.2
Egypt (EGPT/EGP) .....................    1.3                   1.3
Finland (FIN/FIM) ....................    1.7                   1.7
Germany (GER/DEM) ....................    3.2                   3.2
Greece (GREC/GRD) ....................    2.5                   2.5
Hong Kong (HK/HKD) ...................    0.1                   0.1
India (IND/INR) ......................    1.1                   1.1
Israel (ISRL/ILS) ....................    3.0                   3.0
Italy (ITLY/ITL) .....................    7.6                   7.6
Japan (JPN/JPY) ......................    1.0                   1.0
Malaysia (MAL/MYR) ...................    0.7                   0.7
Mexico (MEX/MXN) .....................    3.0                   3.0
New Zealand (NZ/NZD) .................    1.8                   1.8
Pakistan (PAK/PKR) ...................    3.9                   3.9
Peru (PERU/PES) ......................    0.8                   0.8
Philippines (PHIL/PHP) ...............    0.5                   0.5
Portugal (PORT/PTE) ..................    1.8                   1.8
Singapore (SING/SGD) .................    0.6                   0.6
Spain (SPN/ESP) ......................    3.0                   3.0
United Kingdom (UK/GBP) ..............    3.8                   3.8
United States & Other (US/USD) .......   32.8        3.1       35.9
Venezuela (VENZ/VEB) .................    0.7                   0.7
                                        ------       ---      -----
Total  ...............................   96.9        3.1      100.0
                                        ------       ---      -----
                                        ------       ---      -----
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $98,019,059.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                 FORWARD FOREIGN CURRENCY CONTRACTS OUTSTANDING
                                OCTOBER 31, 1997
 
<TABLE>
<CAPTION>
                                                                                    UNREALIZED
                                           MARKET VALUE     CONTRACT    DELIVERY   APPRECIATION
CONTRACTS TO SELL:                        (U.S. DOLLARS)      PRICE       DATE    (DEPRECIATION)
- ----------------------------------------  --------------   -----------  --------  --------------
<S>                                       <C>              <C>          <C>       <C>
Deutsche Marks..........................     1,509,823         1.80100  11/28/97   $   (66,180)
Japanese Yen............................       404,821       114.50000  11/12/97        20,506
Japanese Yen............................       368,245       120.70000  01/07/98        (4,948)
Japanese Yen............................        84,327       118.82300  02/04/98          (168)
                                          --------------                          --------------
  Total Contracts to Sell (Receivable
   amount $2,316,426)...................     2,367,216                                 (50,790)
                                          --------------                          --------------
THE VALUE OF CONTRACTS TO SELL AS A
 PERCENTAGE OF NET ASSETS IS 2.42%.
  Total Open Forward Foreign Currency
   Contracts............................                                           $   (50,790)
                                                                                  --------------
                                                                                  --------------
</TABLE>
 
- ----------------
See Note 1 to the financial statements.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F17
<PAGE>
                GT GLOBAL NATURAL RESOURCES FUND - CONSOLIDATED
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Energy Equipment & Services (53.2%)
  Schlumberger Ltd. .........................................   US             60,800   $  5,320,000         3.1
  Cliffs Drilling Co.-/- ....................................   US             73,100      5,313,456         3.1
  EVI, Inc.-/- ..............................................   US             81,000      5,199,188         3.0
  Varco International, Inc.-/- ..............................   US             85,000      5,179,688         3.0
  Cooper Cameron Corp.-/- ...................................   US             71,500      5,165,875         3.0
  Precision Drilling Corp.-/- ...............................   CAN           162,300      4,980,581         2.9
  Nabors Industries, Inc.-/- ................................   US            120,200      4,943,225         2.9
  Patterson Energy, Inc.-/- .................................   US             86,800      4,860,800         2.8
  UTI Energy Corp.-/- .......................................   US            107,700      4,806,113         2.8
  Key Energy Group, Inc.-/- .................................   US            147,600      4,630,950         2.7
  Pool Energy Services Co.-/- ...............................   US            133,600      4,534,050         2.6
  Diamond Offshore Drilling, Inc. ...........................   US             72,000      4,482,000         2.6
  Helmerich & Payne, Inc. ...................................   US             51,300      4,139,269         2.4
  BJ Services Co.-/- ........................................   US             43,600      3,695,100         2.1
  Santa Fe International Corp.-/- ...........................   US             71,700      3,526,744         2.1
  Falcon Drilling Co., Inc.-/- ..............................   US             96,900      3,524,738         2.0
  Smith International, Inc.-/- ..............................   US             41,900      3,194,875         1.9
  Bonus Resource Services Corp.-/- ..........................   CAN           482,284      2,361,453         1.4
  Veritas DGC, Inc.-/- ......................................   US             56,400      2,308,875         1.3
  Noble Drilling Corp.-/- ...................................   US             64,300      2,286,669         1.3
  Fred Olsen Energy ASA-/- ..................................   NOR            74,500      2,053,003         1.2
  Computalog Ltd.-/- ........................................   CAN            58,800      1,189,185         0.7
  Rowan Cos., Inc.-/- .......................................   US             30,000      1,166,250         0.7
  Enerflex Systems Ltd. .....................................   CAN            38,000      1,078,626         0.6
  Hanover Compressor Co.-/- .................................   US             42,100        910,413         0.5
  Dril-Quip, Inc.-/- ........................................   US             22,700        814,363         0.5
                                                                                        ------------
                                                                                          91,665,489
                                                                                        ------------
Metals - Steel (13.5%)
  IPSCO, Inc. ...............................................   CAN           111,700      4,835,155         2.8
  Tubos de Acero de Mexico S.A. - ADR{\/} -/- ...............   MEX           227,800      4,598,713         2.7
  Prudential Steel Ltd. .....................................   CAN           102,200      4,278,882         2.5
  NS Group, Inc.-/- .........................................   US            130,300      3,485,525         2.0
  Oregon Steel Mills, Inc. ..................................   US            146,800      3,091,975         1.8
  Maverick Tube Corp.-/- ....................................   US             81,600      2,876,400         1.7
                                                                                        ------------
                                                                                          23,166,650
                                                                                        ------------
Construction (10.8%)
  National-Oilwell, Inc.-/- .................................   US             71,501      5,474,292         3.2
  Global Industries Ltd.-/- .................................   US            248,800      5,007,100         2.9
  Cal Dive International, Inc.-/- ...........................   US             80,000      2,500,000         1.5
  Halter Marine Group, Inc.-/- ..............................   US             43,600      2,280,825         1.3
  Coflexip - ADR{\/} ........................................   FR             34,300      1,886,500         1.1
  Bouygues Offshore S.A. - ADR{\/} ..........................   FR             31,900        773,575         0.4
  TransCoastal Marine Services, Inc.-/- .....................   US             19,200        477,600         0.3
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F18
<PAGE>
                GT GLOBAL NATURAL RESOURCES FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Construction (Continued)
  UNIFAB International, Inc.-/- .............................   US              4,200   $    134,400         0.1
                                                                                        ------------
                                                                                          18,534,292
                                                                                        ------------
Oil (10.0%)
  Giant Industries, Inc. ....................................   US            201,100      3,607,231         2.1
  Orogen Minerals Ltd. - 144A ADR{.} {\/} ...................   AUSL          111,200      3,030,200         1.8
  Canadian Fracmaster Ltd.-/- ...............................   CAN           261,500      2,597,928         1.5
  Ranger Oil Ltd. ...........................................   CAN           280,900      2,431,862         1.4
  Black Sea Energy Ltd.-/- ..................................   CAN         1,139,600      2,345,189         1.4
  ERG SpA-/- ................................................   ITLY          373,000      1,535,837         0.9
  Petroleo Brasileiro S.A. (Petrobras) Preferred ............   BRZL        7,900,000      1,469,067         0.9
                                                                                        ------------
                                                                                          17,017,314
                                                                                        ------------
Chemicals (2.5%)
  Ciba Specialty Chemicals AG-/- ............................   SWTZ           43,360      4,258,571         2.5
                                                                                        ------------
Paper/Packaging (2.4%)
  Fort James Corp. ..........................................   US             66,962      2,657,554         1.5
  Jefferson Smurfit Corp.-/- ................................   US            100,400      1,506,000         0.9
                                                                                        ------------
                                                                                           4,163,554
                                                                                        ------------
Gas Production & Distribution (2.4%)
  Comstock Resources, Inc.-/- ...............................   US            232,400      3,892,700         2.3
  Berkley Petroleum Corp.-/- ................................   CAN            20,400        233,792         0.1
                                                                                        ------------
                                                                                           4,126,492
                                                                                        ------------
Industrial Components (2.2%)
  Encore Wire Corp.-/- ......................................   US            132,950      3,755,838         2.2
                                                                                        ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F19
<PAGE>
                GT GLOBAL NATURAL RESOURCES FUND - CONSOLIDATED
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Consumer Services (2.0%)
  American Disposal Services, Inc.-/- .......................   US             95,500   $  3,366,375         2.0
                                                                                        ------------
Forest Products (0.7%)
  The TimberWest Timber Trust Special Warrants(.) (::) ......   CAN           422,700      1,124,840         0.7
                                                                                        ------------       -----
 
TOTAL EQUITY INVESTMENTS (cost $136,805,346) ................                            171,179,415        99.7
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $136,805,346)  * ....................                            171,179,415        99.7
Other Assets and Liabilities ................................                                494,158         0.3
                                                                                        ------------       -----
 
NET ASSETS ..................................................                           $171,673,573       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
       {\/}  U.S. currency denominated.
        {.}  Security exempt from registration under Rule 144A of the Securities
             Act of 1933. These securities may be resold in transactions exempt
             from registration, normally to qualified institutional buyers.
       (::)  Valued in good faith at fair value using procedures approved by the
             Board of Directors (see Note 1 of Notes to Financial Statements).
        (.)  Restricted securities: At October 31, 1997 the Fund owned the
             following restricted security constituting 0.7% of net assets which
             may not be publicly sold without registration under the Securities
             Act of 1933 (Note 1). Additional information on the security is as
             follows:
 
<TABLE>
<CAPTION>
                                                                                                       VALUE
                                                                                                        PER
                                                                                                       SHARE
                                                                                                       (NOTE
             DESCRIPTION                                      ACQUISITION DATE   SHARES     COST         1)
             -----------------------------------------------  -----------------  ------  -----------   ------
             <S>                                              <C>                <C>     <C>           <C>
             The TimberWest Timber Trust Special Warrants...       8/7/97        422,700 $ 1,142,844   $2.66
</TABLE>
 
          *  For Federal income tax purposes, cost is $137,392,339 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  37,982,563
                 Unrealized depreciation:            (4,195,487)
                                                  -------------
                 Net unrealized appreciation:     $  33,787,076
                                                  -------------
                                                  -------------
</TABLE>
 
    Abbreviation:
    ADR--American Depository Receipt
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
The Fund's Portfolio of Investments at October 31, 1997, 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) ....................    0.9                   0.9
Canada (CAN/CAD) .....................   16.0                  16.0
France (FR/FRF) ......................    1.5                   1.5
Italy (ITLY/ITL) .....................    0.9                   0.9
Mexico (MEX/MXN) .....................    2.7                   2.7
Norway (NOR/NOK) .....................    1.2                   1.2
Switzerland (SWTZ/CHF) ...............    2.5                   2.5
United States (US/USD) ...............   72.2        0.3       72.5
                                        ------     -----      -----
Total  ...............................   99.7        0.3      100.0
                                        ------     -----      -----
                                        ------     -----      -----
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $171,673,573.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F20
<PAGE>
                       GT GLOBAL TELECOMMUNICATIONS FUND
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                          VALUE          % OF NET
EQUITY INVESTMENTS                                           COUNTRY      SHARES         (NOTE 1)         ASSETS
- -----------------------------------------------------------  --------   -----------   --------------   -------------
<S>                                                          <C>        <C>           <C>              <C>
Telecom Equipment (28.0%)
  Nokia AB "A" ............................................   FIN         1,059,160   $   92,479,819         5.4
  ECI Telecommunications Ltd.{\/} .........................   ISRL        2,609,500       72,087,438         4.2
  Newbridge Networks Corp.-/- .............................   CAN         1,332,300       71,049,067         4.1
  Telefonaktiebolaget LM Ericsson: ........................   SWDN               --               --         3.1
    "B" Free-/- ...........................................   --            871,200       38,397,307          --
    ADR{\/} ...............................................   --            350,480       15,508,740          --
  DSC Communications Corp.-/- .............................   US          1,220,100       29,739,938         1.7
  Corning, Inc. ...........................................   US            600,000       27,075,000         1.6
  P-COM, Inc.-/- ..........................................   US          1,200,000       24,150,000         1.4
  ANTEC Corp.-/- ..........................................   US          1,162,300       18,306,225         1.1
  Tekelec-/- ..............................................   US            428,900       17,960,188         1.0
  Tellabs, Inc.-/- ........................................   US            240,000       12,960,000         0.8
  Pairgain Technologies, Inc.-/- ..........................   US            428,800       12,113,600         0.7
  Tadiran Ltd. - ADR{\/} ..................................   ISRL          246,100        9,290,275         0.5
  Geotek Communications, Inc.-/- ..........................   US          2,471,100        8,957,738         0.5
  Champion Technology Holding Ltd. ........................   HK         67,154,902        8,166,314         0.5
  Teledata Communications Ltd.-/- {\/} ....................   ISRL          198,000        6,138,000         0.4
  Allen Telecom, Inc.-/- ..................................   US            300,000        5,662,500         0.3
  Netas Telekomunik-/- ....................................   TRKY       17,820,000        5,343,474         0.3
  Ascend Communications, Inc.-/- ..........................   US            160,000        4,330,000         0.3
  Himachal Futuristic Communications Ltd. - 144A GDR{.} -/-
   {\/} (.) (::) ..........................................   IND         1,248,000        2,184,000         0.1
  Sapura Telecommunications Bhd. ..........................   MAL         1,155,000          680,024          --
  Kantone Holding Ltd.-/- .................................   HK          6,256,868          639,447          --
                                                                                      --------------
                                                                                         483,219,094
                                                                                      --------------
Telephone Networks (22.4%)
  Telecom Italia S.p.A.: ..................................   ITLY               --               --         3.8
    Di Risp-/- ............................................   --         13,989,767       56,330,863          --
    Common ................................................   --          1,263,334        7,901,199          --
  Telecomunicacoes Brasileiras S.A. (Telebras) -
   ADR{\/} ................................................   BRZL          632,500       64,198,750         3.7
  WorldCom, Inc. ..........................................   US          1,644,290       55,289,251         3.2
  SPT Telecom-/- ..........................................   CZCH          391,340       45,056,567         2.6
  Cable & Wireless Communications - ADR-/- {\/} ...........   UK          1,670,250       30,377,672         1.8
  Hellenic Telecommunications Organization S.A. ...........   GREC        1,286,000       26,857,552         1.6
  NTL, Inc.-/- {\/} .......................................   UK            855,833       23,214,470         1.4
  Carso Global Telecom "A1" ...............................   MEX         7,036,683       23,090,433         1.3
  France Telecom S.A.: ....................................   FR                 --               --         0.9
    ADR-/- {\/} ...........................................   --            320,000       12,120,000          --
    Common-/- .............................................   --             85,500        3,237,187          --
  Ionica Group PLC-/- .....................................   UK          1,456,400        7,523,838         0.4
  Atlantic Tele-Network, Inc.-/- ..........................   US            500,100        6,313,763         0.4
  Telefonica del Peru S.A. - ADR{\/} ......................   PERU          318,400        6,288,400         0.4
  Russian Telecommunications Development Corp.: ...........   RUS                --               --         0.3
    Non-Voting(.) -/- {\/} (::) ...........................   --            453,000        3,397,500          --
    Voting(.) -/- {\/} (::) ...............................   --            331,000        2,482,500          --
  Compania Anonima Nacional Telefonos de Venezuela (CANTV)
   - ADR{\/ } .............................................   VENZ           96,000        4,200,000         0.2
  PLD Telekon, Inc.-/- {\/} (.) ...........................   RUS           510,000        4,016,250         0.2
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F21
<PAGE>
                       GT GLOBAL TELECOMMUNICATIONS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                          VALUE          % OF NET
EQUITY INVESTMENTS                                           COUNTRY      SHARES         (NOTE 1)         ASSETS
- -----------------------------------------------------------  --------   -----------   --------------   -------------
<S>                                                          <C>        <C>           <C>              <C>
Telephone Networks (Continued)
  TelecomAsia Corp. - Foreign-/- ..........................   THAI        6,622,652   $    2,965,367         0.2
                                                                                      --------------
                                                                                         384,861,562
                                                                                      --------------
Wireless Communications (17.3%)
  Nextel Communications, Inc. "A"-/- ......................   US          2,745,700       72,074,625         4.2
  Millicom International Cellular S.A.{::} -/- {\/} .......   LUX         1,057,000       44,394,000         2.6
  DDI Corp. ...............................................   JPN             9,320       31,144,140         1.8
  Grupo Iusacell S.A. "L" - ADR-/- {\/} ...................   MEX         1,672,100       30,097,800         1.8
  Paging Network, Inc.-/- .................................   US          2,165,000       26,791,875         1.6
  Clearnet Communications, Inc. "A"-/- ....................   CAN         1,138,100       17,848,432         1.0
  WinStar Communications, Inc.-/- .........................   US            667,700       15,273,638         0.9
  Western Wireless Corp. "A"-/- ...........................   US            750,300       13,411,613         0.8
  Telecom Italia Mobile S.p.A. - Di Risp ..................   ITLY        5,425,700       11,086,917         0.6
  Advanced Info. Service - Foreign ........................   THAI        1,993,150       10,709,463         0.6
  Vimpel-Communications - ADR-/- {\/} .....................   RUS           250,000        8,187,500         0.5
  Powertel, Inc.-/- .......................................   US            365,000        6,638,438         0.4
  Microcell Telecommunications, Inc. "B"-/- {\/} ..........   CAN           596,400        5,330,325         0.3
  China Telecom (Hong Kong) Ltd.-/- .......................   HK          1,452,000        2,319,819         0.1
  SK Telecom Co., Ltd. - ADR{\/} ..........................   KOR           289,900        1,594,450         0.1
                                                                                      --------------
                                                                                         296,903,035
                                                                                      --------------
Telephone - Long Distance (5.7%)
  Tel-Save Holdings, Inc.-/- ..............................   US          2,000,000       43,000,000         2.5
  Call-Net Enterprises, Inc.: .............................   CAN                --               --         2.2
    "B"-/- ................................................   --          1,036,700       20,966,470          --
    "A"-/- ................................................   --            519,400       10,688,760          --
    "B" - 144A{.} -/- .....................................   --            379,400        7,673,077          --
  Bell Canada International, Inc.: ........................   CAN                --               --         0.8
    Common-/- .............................................   --            717,300       12,165,392          --
    Common-/- {\/} ........................................   --            132,500        2,235,938          --
  RSL Communications Ltd. "A"-/- ..........................   US            136,000        3,196,000         0.2
                                                                                      --------------
                                                                                          99,925,637
                                                                                      --------------
Telephone - Regional/Local (5.6%)
  ICG Communications, Inc.-/- .............................   US          1,504,600       34,605,800         2.0
  Intermedia Communications of Florida, Inc.-/- ...........   US            613,900       27,855,713         1.6
  Teleport Communications Group, Inc. "A"-/- ..............   US            364,000       17,608,500         1.0
  ING Barings Russian Regional Telecommunications Basket
   Bridge Certificates-/- {\/} {=} ........................   RUS             1,749       14,383,024         0.8
  Brooks Fiber Properties, Inc.-/- ........................   US             41,400        2,302,875         0.1
  NEXTLINK Communications, Inc. "A"-/- ....................   US             78,000        1,764,750         0.1
                                                                                      --------------
                                                                                          98,520,662
                                                                                      --------------
Multi-Industry (4.7%)
  Mannesmann AG ...........................................   GER           140,900       59,481,125         3.5
  Grupo Carso, S.A. de C.V. "A1" ..........................   MEX         3,300,000       20,985,629         1.2
                                                                                      --------------
                                                                                          80,466,754
                                                                                      --------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F22
<PAGE>
                       GT GLOBAL TELECOMMUNICATIONS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                          VALUE          % OF NET
EQUITY INVESTMENTS                                           COUNTRY      SHARES         (NOTE 1)         ASSETS
- -----------------------------------------------------------  --------   -----------   --------------   -------------
<S>                                                          <C>        <C>           <C>              <C>
Aerospace/Defense (2.6%)
  Orbital Sciences Corp.{::} -/- ..........................   US          1,838,500   $   44,813,438         2.6
                                                                                      --------------
Telecom Technology (2.5%)
  Uniphase Corp.-/- .......................................   US            449,900       30,199,538         1.8
  Three-Five Systems, Inc.{::} -/- ........................   US            599,000       12,429,250         0.7
                                                                                      --------------
                                                                                          42,628,788
                                                                                      --------------
Cable Television (1.6%)
  Comcast Corp. "A" .......................................   US            604,300       16,618,250         1.0
  Comcast UK Cable Partners Ltd. "A"-/- ...................   UK            415,000        4,707,656         0.3
  United International Holdings, Inc. "A"-/- ..............   US            373,000        4,615,875         0.3
                                                                                      --------------
                                                                                          25,941,781
                                                                                      --------------
Broadcasting & Publishing (1.4%)
  EchoStar Communications Corp. "A"{::} ...................   US            609,200       11,574,800         0.7
  Sistem Televisyen Malaysia Bhd. .........................   MAL         7,436,000        7,549,919         0.4
  Seat SpA-/- .............................................   ITLY       16,820,000        4,413,481         0.3
                                                                                      --------------
                                                                                          23,538,200
                                                                                      --------------
Semiconductors (0.8%)
  DSP Communications, Inc.-/- .............................   US            624,000       11,544,000         0.7
  General Semiconductor, Inc.-/- ..........................   US            175,000        1,990,625         0.1
                                                                                      --------------
                                                                                          13,534,625
                                                                                      --------------
Retailers - Other (0.3%)
  Asia Food & Properties Ltd.-/- {\/} .....................   SING       14,192,000        4,328,560         0.3
  Gran Cadena de Almacenes Colombianos S.A. ...............   COL            66,560           82,032          --
                                                                                      --------------
                                                                                           4,410,592
                                                                                      --------------
Networking (0.2%)
  3Com Corp.-/- ...........................................   US             80,100        3,319,144         0.2
                                                                                      --------------       -----
 
TOTAL EQUITY INVESTMENTS (cost $1,274,850,186) ............                            1,602,083,312        93.1
                                                                                      --------------       -----
<CAPTION>
 
                                                                         PRINCIPAL        VALUE          % OF NET
FIXED INCOME INVESTMENTS                                     CURRENCY     AMOUNT         (NOTE 1)         ASSETS
- -----------------------------------------------------------  --------   -----------   --------------   -------------
<S>                                                          <C>        <C>           <C>              <C>
Structured Note (2.2%)
  Russia (2.2%)
    Credit Suisse Financial Products Russian Equity Linked
     Note, 3.3% due 4/29/98 (This is an equity linked note.
     The value of this note is linked to the underlying
     value of Rostelecom.)-/- (.) .........................   USD        38,000,000       37,012,000         2.2
                                                                                      --------------       -----
 
TOTAL FIXED INCOME INVESTMENTS (cost $38,000,000) .........                               37,012,000         2.2
                                                                                      --------------       -----
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F23
<PAGE>
                       GT GLOBAL TELECOMMUNICATIONS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          NO. OF          VALUE          % OF NET
WARRANTS                                                     COUNTRY     WARRANTS        (NOTE 1)         ASSETS
- -----------------------------------------------------------  --------   -----------   --------------   -------------
<S>                                                          <C>        <C>           <C>              <C>
  Asia Food & Properties Ltd. Warrants, expire
   7/12/02{\/} ............................................   SING        1,064,400   $      191,592          --
    FOOD
  American Satellite Network Warrants, expire 1/1/99(::)
   (.) ....................................................   US             65,825               --          --
    WIRELESS COMMUNICATIONS
                                                                                      --------------       -----
 
TOTAL WARRANTS (cost $484,741) ............................                                  191,592          --
                                                                                      --------------       -----
<CAPTION>
 
                                                                                          VALUE          % OF NET
REPURCHASE AGREEMENT                                                                     (NOTE 1)         ASSETS
- -----------------------------------------------------------                           --------------   -------------
<S>                                                          <C>        <C>           <C>              <C>
  Dated October 31, 1997, with State Street Bank & Trust
   Co., due November 3, 1997, for an effective yield of
   5.57%, collateralized by $35,290,000 U.S. Treasury Bond,
   8.875% due 8/15/17 (market value of collateral is
   $46,298,227, including accrued interest).
   (cost $45,388,021)  ....................................                               45,388,021         2.6
                                                                                      --------------       -----
 
TOTAL INVESTMENTS (cost $1,358,722,948)  * ................                            1,684,674,925        97.9
Other Assets and Liabilities ..............................                               36,444,134         2.1
                                                                                      --------------       -----
 
NET ASSETS ................................................                           $1,721,119,059       100.0
                                                                                      --------------       -----
                                                                                      --------------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
       {::}  Security was an affiliate at October 31, 1997 (see Note 6 of Notes
             to Financial Statements).
       {\/}  U.S. currency denominated.
        {.}  Security exempt from registration under Rule 144A of the Securities
             Act of 1933. These securities may be resold in transactions exempt
             from registration, normally to qualified institutional buyers.
        {=}  Issued by ING Barings, the value of which is linked to the
             underlying value of a basket of shares issued by Russian regional
             telephone companies.
        (.)  Restricted securities: At October 31, 1997 the Fund owned the
             following restricted securities constituting 2.8% of net assets
             which may not be publicly sold without registration under the
             Securities Act of 1933 (Note 1). Additional information on the
             securities is as follows:
 
<TABLE>
<CAPTION>
                                                                                                             VALUE
                                                                                                              PER
                                                                                                             SHARE
                                                                                                             (NOTE
             DESCRIPTION                                      ACQUISITION DATE     SHARES         COST         1)
             -----------------------------------------------  -----------------  -----------  ------------   ------
             <S>                                              <C>                <C>          <C>            <C>
             American Satellite Network Warrants, expire
              1/1/99........................................      12/31/93            65,825  $         --   $--
             Credit Suisse Financial Products Russian Equity
              Linked Note, 3.3% due 4/29/98.................       4/29/97        38,000,000    38,000,000   0.97
             Himachal Futuristic Communications Ltd. - 144A
              GDR...........................................       8/1/95          1,248,000     9,604,650   1.75
             PLD Telekon, Inc...............................       8/30/96           510,000     3,498,750   7.88
             Russian Telecommunications Development Corp.:
               Non-voting...................................      12/22/93           453,000     4,530,000   7.50
               Voting.......................................      12/22/93           331,000     3,310,000   7.50
</TABLE>
 
       (::)  Valued in good faith at fair value using procedures approved by the
             Board of Directors (See Note 1 of Notes to Financial Statements).
          *  For Federal income tax purposes, cost is $1,359,258,436 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $ 519,851,820
                 Unrealized depreciation:          (194,435,331)
                                                  -------------
                 Net unrealized appreciation:     $ 325,416,489
                                                  -------------
                                                  -------------
</TABLE>
 
             Abbreviations:
             ADR--American Depository Receipt
             GDR--Global Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F24
<PAGE>
                       GT GLOBAL TELECOMMUNICATIONS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
The Fund's Portfolio of Investments at October 31, 1997, was concentrated in the
following countries:
 
<TABLE>
<CAPTION>
                                               PERCENTAGE OF NET ASSETS {D}
                                        -------------------------------------------
                                                 FIXED INCOME,
                                                   RIGHTS &      SHORT-TERM
COUNTRY (COUNTRY CODE/CURRENCY CODE)    EQUITY     WARRANTS       & OTHER     TOTAL
- --------------------------------------  ------   -------------   ----------   -----
<S>                                     <C>      <C>             <C>          <C>
Brazil (BRZL/BRL) ....................    3.7                                   3.7
Canada (CAN/CAD) .....................    8.4                                   8.4
Czech Republic (CZCH/CSK) ............    2.6                                   2.6
Finland (FIN/FIM) ....................    5.4                                   5.4
France (FR/FRF) ......................    0.9                                   0.9
Germany (GER/DEM) ....................    3.5                                   3.5
Greece (GREC/GRD) ....................    1.6                                   1.6
Hong Kong (HK/HKD) ...................    0.6                                   0.6
India (IND/INR) ......................    0.1                                   0.1
Israel (ISRL/ILS) ....................    5.1                                   5.1
Italy (ITLY/ITL) .....................    4.7                                   4.7
Japan (JPN/JPY) ......................    1.8                                   1.8
Korea (KOR/KRW) ......................    0.1                                   0.1
Luxembourg (LUX/LUF) .................    2.6                                   2.6
Malaysia (MAL/MYR) ...................    0.4                                   0.4
Mexico (MEX/MXN) .....................    4.3                                   4.3
Peru (PERU/PES) ......................    0.4                                   0.4
Russia (RUS/SUR) .....................    1.8         2.2                       4.0
Singapore (SING/SGD) .................    0.3                                   0.3
Sweden (SWDN/SEK) ....................    3.1                                   3.1
Thailand (THAI/THB) ..................    0.8                                   0.8
Turkey (TRKY/TRL) ....................    0.3                                   0.3
United Kingdom (UK/GBP) ..............    3.9                                   3.9
United States (US/USD) ...............   36.5                        4.7       41.2
Venezuela (VENZ/VEB) .................    0.2                                   0.2
                                        ------      -----          -----      -----
Total  ...............................   93.1         2.2            4.7      100.0
                                        ------      -----          -----      -----
                                        ------      -----          -----      -----
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $1,721,119,059.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F25
<PAGE>
                       GT GLOBAL TELECOMMUNICATIONS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
                 FORWARD FOREIGN CURRENCY CONTRACTS OUTSTANDING
                                OCTOBER 31, 1997
<TABLE>
<CAPTION>
                                                                                    UNREALIZED
                                           MARKET VALUE     CONTRACT    DELIVERY   APPRECIATION
CONTRACTS TO BUY:                         (U.S. DOLLARS)      PRICE       DATE    (DEPRECIATION)
- ----------------------------------------  --------------   -----------  --------  --------------
<S>                                       <C>              <C>          <C>       <C>
Japanese Yen............................      13,280,549     118.50000  11/12/97   $  (201,730)
Japanese Yen............................         673,732     118.60000  11/12/97        (9,657)
                                          --------------                          --------------
  Total Contracts to Buy (Payable amount
   $14,165,668).........................      13,954,281                              (211,387)
                                          --------------                          --------------
THE VALUE OF CONTRACTS TO BUY AS
 PERCENTAGE OF NET ASSETS IS 0.81%.
 
<CAPTION>
 
CONTRACTS TO SELL:
- ----------------------------------------
<S>                                       <C>              <C>          <C>       <C>
British Pounds..........................      41,535,139       0.60190   1/20/98    (1,170,888)
Deutsche Marks..........................      15,664,388       1.80000  11/21/97      (664,388)
Deutsche Marks..........................       7,948,226       1.72400  11/21/97        (1,591)
Finnish Markka..........................      38,825,761       5.28300   1/21/98      (968,483)
Italian Liras...........................      50,091,184    1730.40000   1/21/98      (969,594)
Japanese Yen............................      23,255,611     113.59900  11/12/97     1,371,807
Japanese Yen............................      17,298,836     114.50000  11/12/97       876,273
Swedish Kronor..........................      51,700,408       7.61030   1/21/98      (979,674)
                                          --------------                          --------------
  Total Contracts to Sell (Receivable
   amount $243,813,015).................     246,319,553                            (2,506,538)
                                          --------------                          --------------
THE VALUE OF CONTRACTS TO SELL AS
 PERCENTAGE OF NET ASSETS IS 14.31%.
  Total Open Forward Foreign Currency
   Contracts, Net.......................                                           $(2,717,925)
                                                                                  --------------
                                                                                  --------------
</TABLE>
 
- ----------------
See Note 1 to the financial statements.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F26
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                              STATEMENT OF ASSETS
                                 AND LIABILITIES
                                October 31, 1997
<TABLE>
<S>                                               <C>          <C>          <C>         <C>          <C>         <C>
- --------------------------------------------------------------------------------
 
<CAPTION>
                                                                                  GT GLOBAL
                                                  --------------------------------------------------------------------------
                                                   CONSUMER
                                                   PRODUCTS
                                                      AND       FINANCIAL                             NATURAL
                                                   SERVICES     SERVICES                INFRASTRUCTURE RESOURCES
                                                     FUND-        FUND-       HEALTH       FUND-       FUND-      TELECOM-
                                                  CONSOLIDATED CONSOLIDATED    CARE     CONSOLIDATED CONSOLIDATED MUNICATIONS
                                                   (NOTE 1)     (NOTE 1)       FUND      (NOTE 1)     (NOTE 1)      FUND
                                                  -----------  -----------  ----------  -----------  ----------  -----------
<S>                                               <C>          <C>          <C>         <C>          <C>         <C>
Assets:
  Investments in securities: (Note 1)
    At identified cost..........................  1$24,047,571 6$9,090,966  $484,207,357 7$6,186,714 $136,805,346 $1,313,334,927
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
    At value....................................  1$32,596,014 7$6,932,464  $547,657,721 9$4,961,508 $171,179,415 $1,639,286,904
    Repurchase Agreement, at value and cost
     (Note 1)...................................   5,697,881    2,708,419   72,617,234   2,156,334           --   45,388,021
  U.S. currency.................................         303           --          390         128          705    1,822,076
  Foreign currencies (cost $249,434, $290,416,
   $32,405, $252,788, $2,016,446, and $938,200,
   respectively)................................     247,103      290,889       32,773     257,815    2,016,446      944,514
  Dividends and dividend withholding tax
   reclaims receivable..........................      29,063       50,112       10,585      25,624       15,438      403,424
  Interest receivable...........................          --           --           --          --           --      639,026
  Receivable for forward foreign currency
   contracts -- closed, net (Note 1)............          --           --           --       5,096           --           --
  Receivable for Fund shares sold...............     585,508    1,011,553   13,993,515     141,205    5,010,514   15,407,247
  Receivable for open forward foreign currency
   contracts (Note 1)...........................          --       59,877           --          --           --           --
  Receivable for securities sold................  25,634,646    1,515,031    6,745,139   1,309,852    6,715,639   28,894,370
  Unamortized organizational costs (Note 1).....      22,264       19,944           --      16,280       16,225           --
  Miscellaneous receivable......................      91,501        4,131       36,371          --       33,585       76,388
                                                  -----------  -----------  ----------  -----------  ----------  -----------
    Total assets................................  164,904,283  82,592,420   641,093,728 98,873,842   184,987,967 1,732,861,970
                                                  -----------  -----------  ----------  -----------  ----------  -----------
Liabilities:
  Payable for custodian fees....................         769       10,403        7,317       1,332        8,200       84,942
  Payable for Directors' and Trustees' fees and
   expenses
   (Note 2).....................................       4,859        4,446        9,136       7,921        5,237       19,588
  Payable for forward foreign currency contracts
   -- closed, net (Note 1)......................          --           --           --          --           --      518,821
  Payable for fund accounting fees (Note 2).....       4,352        1,845       14,194       2,367        3,914       42,359
  Payable for Fund shares repurchased...........     261,522      142,435      882,049     496,631    4,099,045    3,902,530
  Payable for investment management and
   administration fees (Note 2).................     139,166      180,741      536,273      89,949      147,355    1,545,877
  Payable for loan outstanding (Note 1).........          --           --           --          --    4,670,000           --
  Payable for open forward foreign currency
   contracts, net (Note 1)......................          --           --           --      50,790           --    2,717,925
  Payable for printing and postage expenses.....      33,464       23,148       73,457      51,926       45,104      143,320
  Payable for professional fees.................      23,989       25,345       39,780      30,852       35,756       42,564
  Payable for registration and filing fees......       4,130        2,371       15,839       2,078       12,139       21,199
  Payable for securities purchased..............   1,563,285    1,154,504   12,706,263          --    4,125,569      824,693
  Payable for service and distribution expenses
   (Note 2).....................................     114,540       57,009      346,611      74,426      113,980    1,246,800
  Payable for transfer agent fees (Note 2)......      55,435       20,911      111,824      38,302       39,544      578,391
  Other accrued expenses........................      36,359        7,528        8,868       8,109        8,451       53,902
                                                  -----------  -----------  ----------  -----------  ----------  -----------
    Total liabilities...........................   2,241,870    1,630,686   14,751,611     854,683   13,314,294   11,742,911
  Minority interest (Notes 1 & 2)...............         100          100           --         100          100           --
                                                  -----------  -----------  ----------  -----------  ----------  -----------
Net assets......................................  1$62,662,313 8$0,961,634  $626,342,117 9$8,019,059 $171,673,573 $1,721,119,059
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F27
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                              STATEMENT OF ASSETS
                            AND LIABILITIES  (cont'd)
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                  GT GLOBAL
                                                  --------------------------------------------------------------------------
                                                   CONSUMER
                                                   PRODUCTS
                                                      AND       FINANCIAL                             NATURAL
                                                   SERVICES     SERVICES                INFRASTRUCTURE RESOURCES
                                                     FUND-        FUND-       HEALTH       FUND-       FUND-      TELECOM-
                                                  CONSOLIDATED CONSOLIDATED    CARE     CONSOLIDATED CONSOLIDATED MUNICATIONS
                                                   (NOTE 1)     (NOTE 1)       FUND      (NOTE 1)     (NOTE 1)      FUND
                                                  -----------  -----------  ----------  -----------  ----------  -----------
<S>                                               <C>          <C>          <C>         <C>          <C>         <C>
Class A:
  Net assets....................................  6$2,637,424  2$9,639,233  $472,082,753 3$8,281,107 $69,975,533 $910,801,431
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
  Shares outstanding............................   2,823,290    1,720,718   16,869,933   2,550,862    3,388,224   50,482,268
  Net asset value and redemption price per
   share........................................   $   22.19    $   17.22   $    27.98   $   15.01   $    20.65  $     18.04
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
  Maximum offering price per share (100/95.25 of
   Class A net asset value) *...................   $   23.30    $   18.08   $    29.38   $   15.76   $    21.68  $     18.94
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
Class B:+
  Net assets....................................  9$3,978,324  4$7,584,875  $147,440,444 5$7,199,440 $86,812,455 $805,535,052
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
  Shares outstanding............................   4,298,574    2,803,980    5,406,267   3,878,968    4,262,012   45,831,329
  Net asset value and offering price per
   share........................................   $   21.86    $   16.97   $    27.27   $   14.75   $    20.37  $     17.58
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
Advisor Class:
  Net assets....................................   $6,046,565   $3,737,526  $6,818,920   $2,538,512  $14,885,585 $ 4,782,576
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
  Shares outstanding............................     268,724      214,778      240,609     166,702      715,607      261,622
  Net asset value, offering price per share, and
   redemption price per share...................   $   22.50    $   17.40   $    28.34   $   15.23   $    20.80  $     18.28
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
Net assets consist of:
  Paid in capital (Note 4)......................  1$39,734,245 7$0,584,296  $418,339,020 7$8,555,962 $132,802,223 $1,284,396,946
  Undistributed net investment income...........          --           --           --          --           --        5,534
  Accumulated net realized gain on investments
   and foreign currency transactions............  14,374,566    2,469,935   144,809,745    733,004    4,606,185  113,512,388
  Net unrealized appreciation (depreciation) on
   translation of assets and liabilities in
   foreign currencies...........................       5,059       65,905     (257,012)    (44,701)    (108,904)  (2,747,786)
  Net unrealized appreciation of investments....   8,548,443    7,841,498   63,450,364  18,774,794   34,374,069  325,951,977
                                                  -----------  -----------  ----------  -----------  ----------  -----------
Total -- representing net assets applicable to
 capital shares outstanding.....................  1$62,662,313 8$0,961,634  $626,342,117 9$8,019,059 $171,673,573 $1,721,119,059
                                                  -----------  -----------  ----------  -----------  ----------  -----------
                                                  -----------  -----------  ----------  -----------  ----------  -----------
<FN>
- ----------------
    * On sales of $50,000 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.
 
                                      F28
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                            STATEMENT OF OPERATIONS
 
                          Year ended October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                    GT GLOBAL
                                                    --------------------------------------------------------------------------
                                                     CONSUMER
                                                     PRODUCTS
                                                        AND       FINANCIAL                              NATURAL
                                                     SERVICES     SERVICES      HEALTH    INFRASTRUCTURE  RESOURCES  TELECOM-
                                                       FUND-        FUND-        CARE        FUND-        FUND-     MUNICATIONS
                                                    CONSOLIDATED CONSOLIDATED    FUND     CONSOLIDATED CONSOLIDATED    FUND
                                                    -----------  -----------  ----------  -----------  -----------  ----------
<S>                                                 <C>          <C>          <C>         <C>          <C>          <C>
Investment income:
  Dividend income (net of foreign withholding tax
   of $116,237, $77,681, $47,010, $134,900,
   $37,547, and $1,130,922, respectively).........   $1,313,121   $ 984,532   $1,039,797   $1,596,063   $ 449,578   $12,312,099
  Interest income.................................     547,671      222,469    3,553,024     438,660      389,867    2,451,921
  Other income....................................          --           --       10,693          --           --      100,726
                                                    -----------  -----------  ----------  -----------  -----------  ----------
    Total investment income.......................   1,860,792    1,207,001    4,603,514   2,034,723      839,445   14,864,746
                                                    -----------  -----------  ----------  -----------  -----------  ----------
Expenses:
  Investment management and administration fees
   (Note 2).......................................   1,624,151      466,730    5,820,067   1,038,752    1,317,793   17,999,111
  Amortization of organization costs (Note 1).....      10,300       12,622           --      10,300       10,300           --
  Custodian fees (Note 1).........................      37,548       43,877       41,984      32,117       46,437      744,400
  Directors' and Trustees' fees and expenses (Note
   2).............................................      10,068       15,695       13,505      16,060       16,464       27,375
  Fund accounting fees (Note 2)...................      43,330       12,292      153,780      27,303       34,698      493,322
  Professional fees...............................      62,925       77,090       73,277      74,770       86,956       89,205
  Printing and postage expenses...................      53,290       27,560      239,520      49,065       54,239      421,575
  Registration and filing fees....................      75,895       50,741       80,092      54,967       80,810      110,230
  Service and distribution expenses: (Note 2)
    Class A.......................................     351,953       97,454    2,327,631     218,486      291,788    5,105,842
    Class B.......................................     941,035      280,650    1,316,284     621,768      733,200    8,933,516
  Transfer agent fees (Note 2)....................     547,348      177,473    1,346,860     364,416      478,946    5,229,276
  Other expenses..................................      10,567        7,531       34,305      17,058       81,546      619,413
                                                    -----------  -----------  ----------  -----------  -----------  ----------
    Total expenses before reductions..............   3,768,410    1,269,715   11,447,305   2,525,062    3,233,177   39,773,265
                                                    -----------  -----------  ----------  -----------  -----------  ----------
    Expense reductions (Notes 1 & 5)..............    (244,767)     (31,702)    (178,043)    (84,870)    (138,074)  (1,051,898)
                                                    -----------  -----------  ----------  -----------  -----------  ----------
  Total net expenses..............................   3,523,643    1,238,013   11,269,262   2,440,192    3,095,103   38,721,367
                                                    -----------  -----------  ----------  -----------  -----------  ----------
Net investment loss...............................  (1,662,851)     (31,012)  (6,665,748)   (405,469)  (2,255,658)  (23,856,621)
                                                    -----------  -----------  ----------  -----------  -----------  ----------
Net realized and unrealized gain on investments
  and foreign currencies: (Note 1)
  Net realized gain on investments................  16,725,116    2,648,364   153,144,761    380,153    7,635,020   101,709,075
  Net realized gain (loss) on foreign currency
   transactions...................................    (557,667)     (19,802)     454,546     398,459      (94,442)  18,717,671
                                                    -----------  -----------  ----------  -----------  -----------  ----------
    Net realized gain during the year.............  16,167,449    2,628,562   153,599,307    778,612    7,540,578   120,426,746
                                                    -----------  -----------  ----------  -----------  -----------  ----------
  Net change in unrealized appreciation
   (depreciation) on translation of assets and
   liabilities in foreign currencies..............       5,172       58,275     (569,426)   (116,926)    (125,779)  (7,132,389)
  Net change in unrealized appreciation
   (depreciation) of investments..................    (714,518)   6,449,986    1,308,779   8,647,635   18,607,939   217,773,979
                                                    -----------  -----------  ----------  -----------  -----------  ----------
    Net unrealized appreciation (depreciation)
     during the period ...........................    (709,346)   6,508,261      739,353   8,530,709   18,482,160   210,641,590
                                                    -----------  -----------  ----------  -----------  -----------  ----------
Net realized and unrealized gain on investments
 and foreign currencies...........................  15,458,103    9,136,823   154,338,660  9,309,321   26,022,738   331,068,336
                                                    -----------  -----------  ----------  -----------  -----------  ----------
Net increase in net assets resulting from
 operations.......................................  1$3,795,252   $9,105,811  $147,672,912  $8,903,852 2$3,767,080  $307,211,715
                                                    -----------  -----------  ----------  -----------  -----------  ----------
                                                    -----------  -----------  ----------  -----------  -----------  ----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F29
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                      STATEMENTS OF CHANGES IN NET ASSETS
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                  GT GLOBAL
                                -----------------------------------------------------------------------------
                                 CONSUMER PRODUCTS AND      FINANCIAL SERVICES
                                        SERVICES             FUND-CONSOLIDATED            HEALTH CARE
                                   FUND-CONSOLIDATED      -----------------------             FUND
                                ------------------------               YEAR ENDED  --------------------------
                                YEAR ENDED   YEAR ENDED   YEAR ENDED    OCTOBER     YEAR ENDED    YEAR ENDED
                                OCTOBER 31,  OCTOBER 31,  OCTOBER 31,     31,      OCTOBER 31,   OCTOBER 31,
                                   1997         1996         1997         1996         1997          1996
                                -----------  -----------  -----------  ----------  ------------  ------------
<S>                             <C>          <C>          <C>          <C>         <C>           <C>
Increase (decrease) in net
assets
Operations:
  Net investment income
   (loss).....................  $(1,662,851) $  (806,945) $   (31,012) $   18,823  $ (6,665,748) $ (4,508,835)
  Net realized gain on
   investments and foreign
   currency transactions......   16,167,449    8,472,742    2,628,562   1,764,380   153,599,307   176,889,538
  Net change in unrealized
   appreciation (depreciation)
   on translation of assets
   and liabilities in foreign
   currencies.................        5,172       (7,034)      58,275      (6,352)     (569,426)     (547,070)
  Net change in unrealized
   appreciation (depreciation)
   of investments.............     (714,518)   8,880,649    6,449,986     615,083     1,308,779   (53,392,951)
                                -----------  -----------  -----------  ----------  ------------  ------------
    Net increase in net assets
     resulting from
     operations...............   13,795,252   16,539,412    9,105,811   2,391,934   147,672,912   118,440,682
                                -----------  -----------  -----------  ----------  ------------  ------------
Class A:
Distributions to shareholders:
 (Note 1)
  From net investment
   income.....................           --           --           --     (56,390)           --            --
  From net realized gain on
   investments................   (3,424,902)    (217,050)    (580,522)     (8,739)  (34,613,411)  (54,405,334)
Class B:
Distributions to shareholders:
 (Note 1)
  From net investment
   income.....................           --           --           --     (37,999)           --            --
  From net realized gain on
   investments................   (4,055,905)    (180,431)    (823,692)     (7,991)   (8,701,491)   (9,956,648)
Advisor Class:
Distributions to shareholders:
 (Note 1)
  From net investment
   income.....................           --           --           --        (377)           --            --
  From net realized gain on
   investments................     (308,573)      (5,969)      (5,018)        (43)      (57,488)      (69,184)
                                -----------  -----------  -----------  ----------  ------------  ------------
    Total distributions.......   (7,789,380)    (403,450)  (1,409,232)   (111,539)  (43,372,390)  (64,431,166)
                                -----------  -----------  -----------  ----------  ------------  ------------
Capital share transactions:
(Note 4)
  Increase from capital shares
   sold and reinvested........  136,239,369  241,650,741  130,520,030  19,900,814  1,007,452,632 2,138,295,778
  Decrease from capital shares
   repurchased................  (151,833,735) (92,740,871) (74,514,633) (15,187,336) (1,062,045,275) (2,113,330,083)
                                -----------  -----------  -----------  ----------  ------------  ------------
    Net increase (decrease)
     from capital share
     transactions.............  (15,594,366) 148,909,870   56,005,397   4,713,478   (54,592,643)   24,965,695
                                -----------  -----------  -----------  ----------  ------------  ------------
Total increase (decrease) in
 net assets...................   (9,588,494) 165,045,832   63,701,976   6,993,873    49,707,879    78,975,211
Net assets:
  Beginning of year...........  172,250,807    7,204,975   17,259,658  10,265,785   576,634,238   497,659,027
                                -----------  -----------  -----------  ----------  ------------  ------------
  End of year *...............  $162,662,313 $172,250,807 $80,961,634  $17,259,658 $626,342,117  $576,634,238
                                -----------  -----------  -----------  ----------  ------------  ------------
                                -----------  -----------  -----------  ----------  ------------  ------------
 * Includes accumulated net
   investment income/(loss)...  $        --  $        --  $        --  $       --  $         --  $         --
                                -----------  -----------  -----------  ----------  ------------  ------------
                                -----------  -----------  -----------  ----------  ------------  ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F30
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                  STATEMENTS OF CHANGES IN NET ASSETS (cont'd)
 
<TABLE>
<CAPTION>
                                                                 GT GLOBAL
                                ----------------------------------------------------------------------------
                                    INFRASTRUCTURE
                                  FUND-CONSOLIDATED        NATURAL RESOURCES          TELECOMMUNICATIONS
                                ----------------------     FUND-CONSOLIDATED                 FUND
                                YEAR ENDED  YEAR ENDED  ------------------------  --------------------------
                                 OCTOBER     OCTOBER    YEAR ENDED   YEAR ENDED    YEAR ENDED    YEAR ENDED
                                   31,         31,      OCTOBER 31,  OCTOBER 31,  OCTOBER 31,   OCTOBER 31,
                                   1997        1996        1997         1996          1997          1996
                                ----------  ----------  -----------  -----------  ------------  ------------
<S>                             <C>          <C>          <C>          <C>         <C>           <C>
Increase (decrease) in net
assets
Operations:
  Net investment income
   (loss).....................  $ (405,469) $ (421,987) $(2,255,658) $(1,055,526) $(23,856,621) $(26,498,477)
  Net realized gain on
   investments and foreign
   currency transactions......     778,612   5,308,138    7,540,578    7,316,705   120,426,746   230,489,793
  Net change in unrealized
   appreciation (depreciation)
   on translation of assets
   and liabilities in foreign
   currencies.................    (116,926)    (86,155)    (125,779)      65,378    (7,132,389)  (21,852,465)
  Net change in unrealized
   appreciation (depreciation)
   of investments.............   8,647,635   9,582,726   18,607,939   14,910,009   217,773,979    (5,766,662)
                                ----------  ----------  -----------  -----------  ------------  ------------
    Net increase in net assets
     resulting from
     operations...............   8,903,852  14,382,722   23,767,080   21,236,566   307,211,715   176,372,189
                                ----------  ----------  -----------  -----------  ------------  ------------
Class A:
Distributions to shareholders:
 (Note 1)
  From net investment
   income.....................          --          --           --      (46,497)           --            --
  From net realized gain on
   investments................  (1,943,050)         --   (1,915,988)      (9,643)  (95,676,425)  (64,901,484)
Class B:
Distributions to shareholders:
 (Note 1)
  From net investment
   income.....................          --          --           --           --            --            --
  From net realized gain on
   investments................  (2,733,339)         --   (2,369,395)     (10,136)  (83,596,023)  (54,643,650)
Advisor Class:
Distributions to shareholders:
 (Note 1)
  From net investment
   income.....................          --          --           --         (853)           --            --
  From net realized gain on
   investments................     (17,129)         --     (134,145)         (69)     (176,806)      (33,321)
                                ----------  ----------  -----------  -----------  ------------  ------------
    Total distributions.......  (4,693,518)         --   (4,419,528)     (67,198) (179,449,254) (119,578,455)
                                ----------  ----------  -----------  -----------  ------------  ------------
Capital share transactions:
(Note 4)
  Increase from capital shares
   sold and reinvested........  44,324,471  42,853,853  377,334,346  219,606,793  1,783,734,946 3,156,330,159
  Decrease from capital shares
   repurchased................  (42,934,337) (51,456,466) (336,987,548) (155,468,156) (2,403,405,013) (3,466,020,319)
                                ----------  ----------  -----------  -----------  ------------  ------------
    Net increase (decrease)
     from capital share
     transactions.............   1,390,134  (8,602,613)  40,346,798   64,138,637  (619,670,067) (309,690,160)
                                ----------  ----------  -----------  -----------  ------------  ------------
Total increase (decrease) in
 net assets...................   5,600,468   5,780,109   59,694,350   85,308,005  (491,907,606) (252,896,426)
Net assets:
  Beginning of year...........  92,418,591  86,638,482  111,979,223   26,671,218  2,213,026,665 2,465,923,091
                                ----------  ----------  -----------  -----------  ------------  ------------
  End of year *...............  $98,019,059 $92,418,591 $171,673,573 $111,979,223 $1,721,119,059 $2,213,026,665
                                ----------  ----------  -----------  -----------  ------------  ------------
                                ----------  ----------  -----------  -----------  ------------  ------------
 * Includes accumulated net
   investment income/(loss)...  $       --  $       --  $        --  $        --  $      5,534  $      5,534
                                ----------  ----------  -----------  -----------  ------------  ------------
                                ----------  ----------  -----------  -----------  ------------  ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F31
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
 
<TABLE>
<CAPTION>
                                             CONSUMER PRODUCTS AND SERVICES FUND
                                          ------------------------------------------
                                                           CLASS A
                                          ------------------------------------------
                                                                  DECEMBER 30, 1994
                                          YEAR ENDED OCTOBER 31,   (COMMENCEMENT OF
                                                                    OPERATIONS) TO
                                          ----------------------     OCTOBER 31,
                                           1997 (D)    1996 (D)        1995 (D)
                                          ----------  ----------  ------------------
<S>                                       <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   20.98   $   14.59       $   11.43
                                          ----------  ----------       --------
Income from investment operations:
  Net investment income (loss)..........      (0.15)      (0.22)           0.02*
  Net realized and unrealized gain on
   investments..........................       2.27        7.13            3.14
                                          ----------  ----------       --------
    Net increase from investment
     operations.........................       2.12        6.91            3.16
                                          ----------  ----------       --------
Distributions to shareholders:
  From net realized gain on
   investments..........................      (0.91)      (0.52)             --
                                          ----------  ----------       --------
    Total distributions.................      (0.91)      (0.52)             --
                                          ----------  ----------       --------
Net asset value, end of period..........  $   22.19   $   20.98       $   14.59
                                          ----------  ----------       --------
                                          ----------  ----------       --------
 
Total investment return (c).............      10.55%      48.82%          27.65 % (b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $  62,637   $  76,900       $   4,082
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......      (0.72)%     (1.14)%          0.20 % (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................      (0.87)%     (1.24)%        (11.11)% (a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......       1.84%       2.24%           2.32 % (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................       1.99%       2.34%          13.63 % (a)
Portfolio turnover rate++...............        392%        169%            240 % (a)
Average commission rate per share paid
 on portfolio transactions++............  $  0.0319   $  0.0545             N/A
</TABLE>
 
- ----------------
 
 (a) Annualized.
 (b) Not annualized.
 (c) Total investment return does not include sales charges.
 (d) These selected per share operating data were calculated based upon
     average shares outstanding during the period.
  *  Before reimbursement by Chancellor LGT Asset Management, Inc., net
     investment income per share would have been reduced by $1.12, $1.04
     and $0.61 for Class A, Class B and Advisor Class, respectively.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover and average commission rates are calculated on the
     basis of the Portfolio as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F32
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
 
<TABLE>
<CAPTION>
                                                                     CONSUMER PRODUCTS AND SERVICES FUND
                                               -------------------------------------------------------------------------------
                                                                CLASS B                               ADVISOR CLASS+
                                               ------------------------------------------   ----------------------------------
                                               YEAR ENDED OCTOBER     DECEMBER 30, 1994     YEAR ENDED OCTOBER    JUNE 1, 1995
                                                       31,             (COMMENCEMENT OF             31,                TO
                                               -------------------      OPERATIONS) TO      -------------------   OCTOBER 31,
                                               1997 (D)   1996 (D)   OCTOBER 31, 1995 (D)   1997 (D)   1996 (D)     1995 (D)
                                               --------   --------   --------------------   --------   --------   ------------
<S>                                            <C>        <C>        <C>                    <C>        <C>        <C>
Per Share Operating Performance:
Net asset value, beginning of period.........  $ 20.79    $ 14.53          $11.43           $ 21.15    $ 14.64      $11.84
                                               --------   --------       --------           --------   --------   ------------
Income from investment operations:
  Net investment income (loss)...............    (0.24)     (0.31)          (0.04) *          (0.04)     (0.13)       0.04*
  Net realized and unrealized gain on
   investments...............................     2.22       7.09            3.14              2.30       7.16        2.76
                                               --------   --------       --------           --------   --------   ------------
    Net increase from investment
     operations..............................     1.98       6.78            3.10              2.26       7.03        2.80
                                               --------   --------       --------           --------   --------   ------------
Distributions to shareholders:
  From net realized gain on investments......    (0.91)     (0.52)             --             (0.91)     (0.52)         --
                                               --------   --------       --------           --------   --------   ------------
    Total distributions......................    (0.91)     (0.52)             --             (0.91)     (0.52)         --
                                               --------   --------       --------           --------   --------   ------------
Net asset value, end of period...............  $ 21.86    $ 20.79          $14.53           $ 22.50    $ 21.15      $14.64
                                               --------   --------       --------           --------   --------   ------------
                                               --------   --------       --------           --------   --------   ------------
 
Total investment return (c)..................     9.95%     48.11%          27.12% (b)        11.15%     49.50%      23.65% (b)
Ratios and supplemental data:
Net assets, end of period (in 000's).........  $93,978    $87,904          $2,959           $ 6,047    $ 7,446      $  164
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and reimbursement
   by Chancellor LGT Asset Management, Inc.
   (Notes 1 & 5).............................    (1.22)%    (1.64)%         (0.30)% (a)       (0.22)%    (0.64)%      0.70% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc...........................    (1.37)%    (1.74)%        (11.61)% (a)       (0.37)%    (0.74)%    (10.61)% (a)
Ratio of expenses to average net assets:
  With expense reductions and reimbursement
   by Chancellor LGT Asset Management, Inc.
   (Notes 1 & 5).............................     2.34%      2.74%           2.82% (a)         1.34%      1.74%       1.82% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc...........................     2.49%      2.84%          14.13% (a)         1.49%      1.84%      13.13% (a)
Portfolio turnover rate++....................      392%       169%            240% (a)          392%       169%        240% (a)
Average commission rate per share paid on
 portfolio transactions++....................  $0.0319    $0.0545             N/A           $0.0319    $0.0545         N/A
</TABLE>
 
- ----------------
 
 (a) Annualized.
 (b) Not annualized.
 (c) Total investment return does not include sales charges.
 (d) These selected per share operating data were calculated based upon
     average shares outstanding during the period.
  *  Before reimbursement by Chancellor LGT Asset Management, Inc., net
     investment income per share would have been reduced by $1.12, $1.04
     and $0.61 for Class A, Class B and Advisor Class, respectively.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover and average commission rates are calculated on the
     basis of the Portfolio as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F33
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding,
total investment return, ratios and supplemental data. This information has been
derived from information provided in the financial statements.
 
<TABLE>
<CAPTION>
                                                          FINANCIAL SERVICES FUND
                                          -------------------------------------------------------
                                                                  CLASS A
                                          -------------------------------------------------------
                                                                                  MAY 31, 1994
                                                YEAR ENDED OCTOBER 31,          (COMMENCEMENT OF
                                          -----------------------------------    OPERATIONS) TO
                                           1997 (D)    1996 (D)    1995 (D)     OCTOBER 31, 1994
                                          ----------  ----------  -----------  ------------------
<S>                                       <C>         <C>         <C>          <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   14.20   $   11.92    $   11.62       $   11.43
                                          ----------  ----------  -----------       --------
Income from investment operations:
  Net investment income (loss)..........       0.04        0.05*        0.17* *          0.02* * *
  Net realized and unrealized gain on
   investments..........................       3.97        2.36         0.13            0.17
                                          ----------  ----------  -----------       --------
    Net increase from investment
     operations.........................       4.01        2.41         0.30            0.19
                                          ----------  ----------  -----------       --------
Distributions to shareholders:
  From net investment income............         --       (0.12)          --              --
  From net realized gain on
   investments..........................      (0.99)      (0.01)          --              --
                                          ----------  ----------  -----------       --------
    Total distributions.................      (0.99)      (0.13)          --              --
                                          ----------  ----------  -----------       --------
Net asset value, end of period..........  $   17.22   $   14.20    $   11.92       $   11.62
                                          ----------  ----------  -----------       --------
                                          ----------  ----------  -----------       --------
 
Total investment return (c).............      29.91%      20.21%        2.58%           1.66 % (b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $  29,639   $   7,302    $   5,687       $   3,175
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......       0.23%       0.41%        1.46%           0.66 % (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................       0.16%      (0.66)%      (5.34)%         (7.26)% (a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......       2.29%       2.32%        2.34%           2.40 % (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................       2.36%       3.39%        9.14%          10.32 % (a)
Portfolio turnover rate++...............         91%        103%         170%             53 % (a)
Average commission rate per share paid
 on portfolio transactions++............  $  0.0014   $  0.0080          N/A             N/A
</TABLE>
 
- ----------------
 
 (a) Annualized.
 (b) Not annualized.
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  *  Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.13 for each
     of the three classes.
 * * Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.59, $0.59
     and $0.30 for Class A, Class B and Advisor Class, respectively.
 * * * Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.23 for Class
     A and Class B.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover and average commission rates are calculated on the
     basis of the Portfolio as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F34
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding,
total investment return, ratios and supplemental data. This information has been
derived from information provided in the financial statements.
 
<TABLE>
<CAPTION>
                                                                         FINANCIAL SERVICES FUND
                                          --------------------------------------------------------------------------------------
                                                                                                        ADVISOR CLASS+
                                                               CLASS B                        ----------------------------------
                                          -------------------------------------------------
                                                                             MAY 31, 1994     YEAR ENDED OCTOBER    JUNE 1, 1995
                                              YEAR ENDED OCTOBER 31,       (COMMENCEMENT OF           31,                TO
                                          ------------------------------    OPERATIONS) TO    -------------------   OCTOBER 31,
                                          1997 (D)   1996 (D)   1995 (D)   OCTOBER 31, 1994   1997 (D)   1996 (D)     1995 (D)
                                          --------   --------   --------   ----------------   --------   --------   ------------
<S>                                       <C>        <C>        <C>        <C>                <C>        <C>        <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $ 14.06    $ 11.83    $11.60         $11.43         $ 14.26    $ 11.95      $11.09
                                          --------   --------   --------     --------         --------   --------   ------------
Income from investment operations:
  Net investment income (loss)..........    (0.04)     (0.01) *   0.11* *        0.00 * *        0.12       0.12*       0.09* *
  Net realized and unrealized gain on
   investments..........................     3.94       2.34      0.12           0.17            4.01       2.36        0.77
                                          --------   --------   --------     --------         --------   --------   ------------
    Net increase from investment
     operations.........................     3.90       2.33      0.23           0.17            4.13       2.48        0.86
                                          --------   --------   --------     --------         --------   --------   ------------
Distributions to shareholders:
  From net investment income............       --      (0.09)       --             --              --      (0.16)         --
  From net realized gain on
   investments..........................    (0.99)     (0.01)       --             --           (0.99)     (0.01)         --
                                          --------   --------   --------     --------         --------   --------   ------------
    Total distributions.................    (0.99)     (0.10)       --             --           (0.99)     (0.17)         --
                                          --------   --------   --------     --------         --------   --------   ------------
Net asset value, end of period..........  $ 16.97    $ 14.06    $11.83         $11.60         $ 17.40    $ 14.26      $11.95
                                          --------   --------   --------     --------         --------   --------   ------------
                                          --------   --------   --------     --------         --------   --------   ------------
 
Total investment return (c).............    29.13%     19.81%     1.98%          1.49% (b)      30.52%     20.87%       7.75% (b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $47,585    $ 9,886    $4,548         $2,235         $ 3,738    $    72      $   31
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......    (0.27)%    (0.09)%    0.96%          0.16% (a)       0.73%      0.91%       1.96% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................    (0.34)%    (1.16)%   (5.84)%        (7.76)% (a)      0.66%(a)   (0.16)%    (4.84)% (a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......     2.79%      2.82%     2.84%          2.90% (a)       1.79%      1.82%       1.84% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................     2.86%      3.89%     9.64%         10.82% (a)       1.86%      2.89%       8.64% (a)
Portfolio turnover rate++...............       91%       103%      170%            53% (a)         91%       103%        170%
Average commission rate per share paid
 on portfolio transactions++............  $0.0014    $0.0080       N/A            N/A         $0.0014    $0.0080         N/A
</TABLE>
 
- ----------------
 
 (a) Annualized.
 (b) Not annualized.
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  *  Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.13 for each
     of the three classes.
 * * Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.59, $0.59
     and $0.30 for Class A, Class B and Advisor Class, respectively.
 * * * Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.23 for Class
     A and Class B.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover and average commission rates are calculated on the
     basis of the Portfolio as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F35
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding,
total investment return, ratios and supplemental data. This information has been
derived from information provided in the financial statements.
 
<TABLE>
<CAPTION>
 
                                                               HEALTH CARE FUND
                                          ----------------------------------------------------------
                                                                   CLASS A+
                                          ----------------------------------------------------------
                                                            YEAR ENDED OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (D)    1996 (D)      1995      1994 (D)    1993 (D)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   23.60   $   21.84   $   19.60   $   17.86   $   17.44
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment loss...................      (0.25)      (0.17)      (0.15)      (0.22)      (0.15)
  Net realized and unrealized gain on
   investments..........................       6.48        4.79        3.73        2.02        0.57
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       6.23        4.62        3.58        1.80        0.42
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net realized gain on
   investments..........................      (1.85)      (2.86)      (1.34)         --          --
  In excess of net realized gain on
   investments..........................         --          --          --       (0.06)         --
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (1.85)      (2.86)      (1.34)      (0.06)         --
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $   27.98   $   23.60   $   21.84   $   19.60   $   17.86
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............      28.36%      23.14%      19.79%      10.11%        2.4%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 472,083   $ 467,861   $ 426,380   $ 438,940   $ 461,113
Ratio of net investment loss to average
 net assets:
  With expense reductions (Notes 1 &
   5)...................................      (1.00)%     (0.71)%     (0.72)%     (1.23)%      (0.9)%
  Without expense reductions............      (1.03)%     (0.75)%     (0.78)%       N/A         N/A
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................       1.77%       1.80%       1.85%       1.98%        2.0%
  Without expense reductions............       1.80%       1.84%       1.91%        N/A         N/A
Portfolio turnover rate++++.............        149%        157%         99%         64%         61%
Average commission rate per share paid
 on portfolio transactions++++..........  $  0.0490   $  0.0548         N/A         N/A         N/A
</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 period.
  +  All capital shares issued and outstanding as of March 31, 1993 were
     reclassified as Class A shares.
 ++  Commencing April 1, 1993, the Fund began offering Class B shares.
+++  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
++++ Portfolio turnover and average commission rates are calculated on the
     basis of the Fund as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F36
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding,
total investment return, ratios and supplemental data. This information has been
derived from information provided in the financial statements.
 
<TABLE>
<CAPTION>
                                                                        HEALTH CARE FUND
                                ------------------------------------------------------------------------------------------------
                                                                                                       ADVISOR CLASS+++
                                                         CLASS B++                            ----------------------------------
                                -----------------------------------------------------------
                                                                              APRIL 1, 1993   YEAR ENDED OCTOBER    JUNE 1, 1995
                                          YEAR ENDED OCTOBER 31,                   TO                 31,                TO
                                -------------------------------------------    OCTOBER 31,    -------------------   OCTOBER 31,
                                1997 (D)    1996 (D)      1995     1994 (D)     1993 (D)      1997 (D)   1996 (D)       1995
                                ---------   ---------   --------   --------   -------------   --------   --------   ------------
<S>                             <C>         <C>         <C>        <C>        <C>             <C>        <C>        <C>
Per Share Operating
Performance:
Net asset value, beginning of
 period.......................  $  23.15    $  21.56    $ 19.46    $ 17.80       $15.59       $ 23.77    $ 21.88      $18.66
                                ---------   ---------   --------   --------   -------------   --------   --------   ------------
Income from investment
 operations:
  Net investment loss.........     (0.37)      (0.27)     (0.25)     (0.32)       (0.14)        (0.12)     (0.05)      (0.02)
  Net realized and unrealized
   gain on investments........      6.34        4.72       3.69       2.02         2.35          6.54       4.80        3.24
                                ---------   ---------   --------   --------   -------------   --------   --------   ------------
    Net increase (decrease)
     from investment
     operations...............      5.97        4.45       3.44       1.70         2.21          6.42       4.75        3.22
                                ---------   ---------   --------   --------   -------------   --------   --------   ------------
Distributions to shareholders:
  From net realized gain on
   investments................     (1.85)      (2.86)     (1.34)        --           --         (1.85)     (2.86)         --
  In excess of net realized
   gain on investments........        --          --         --      (0.04)          --            --         --          --
                                ---------   ---------   --------   --------   -------------   --------   --------   ------------
    Total distributions.......     (1.85)      (2.86)     (1.34)     (0.04)          --         (1.85)     (2.86)         --
                                ---------   ---------   --------   --------   -------------   --------   --------   ------------
Net asset value, end of
 period.......................  $  27.27    $  23.15    $ 21.56    $ 19.46       $17.80       $ 28.34    $ 23.77      $21.88
                                ---------   ---------   --------   --------   -------------   --------   --------   ------------
                                ---------   ---------   --------   --------   -------------   --------   --------   ------------
 
Total investment return (c)...     27.75%      22.59%     19.17%      9.55%        14.2% (b)    29.00%     23.82%      17.10% (b)
Ratios and supplemental data:
Net assets, end of period (in
 000's).......................  $147,440    $107,622    $70,740    $39,100       $8,604       $ 6,819    $ 1,152      $  539
Ratio of net investment loss
 to average net assets:
  With expense reductions
   (Notes 1 & 5)..............     (1.50)%     (1.21)%    (1.22)%    (1.73)%       (1.4)% (a)   (0.50)%    (0.21)%     (0.22)% (a)
  Without expense
   reductions.................     (1.53)%     (1.25)%    (1.28)%      N/A          N/A         (0.53)%    (0.25)%     (0.28)% (a)
Ratio of expenses to average
 net assets:
  With expense reductions
   (Notes 1 & 5)..............      2.27%       2.30%      2.35%      2.48%        2.50% (a)     1.27%      1.30%       1.35% (a)
  Without expense
   reductions.................      2.30%       2.34%      2.41%       N/A          N/A          1.30%      1.34%       1.41% (a)
Portfolio turnover rate++++...       149%        157%        99%        64%          61%          149%       157%         99%
Average commission rate per
 share paid on portfolio
 transactions++++.............  $ 0.0490    $ 0.0548        N/A        N/A          N/A       $0.0490    $0.0548         N/A
</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 period.
  +  All capital shares issued and outstanding as of March 31, 1993 were
     reclassified as Class A shares.
 ++  Commencing April 1, 1993, the Fund began offering Class B shares.
+++  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
++++ Portfolio turnover and average commission rates are calculated on the
     basis of the Fund as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F37
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
 
<TABLE>
<S>                                       <C>         <C>         <C>         <C>
statements.
<CAPTION>
<S>                                       <C>         <C>         <C>         <C>
<CAPTION>
                                                           INFRASTRUCTURE FUND
                                          -----------------------------------------------------
                                                                 CLASS A
                                          -----------------------------------------------------
                                                                                MAY 31, 1994
                                                YEAR ENDED OCTOBER 31,        (COMMENCEMENT OF
                                          ----------------------------------   OPERATIONS) TO
                                           1997 (D)    1996 (D)      1995     OCTOBER 31, 1994
                                          ----------  ----------  ----------  -----------------
<S>                                       <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   14.42   $   12.11   $   12.47       $   11.43
                                          ----------  ----------  ----------  -----------------
Income from investment operations:
  Net investment income (loss)..........      (0.01)      (0.03)      (0.03) *          0.01* *
  Net realized and unrealized gain
   (loss) on investments................       1.32        2.34       (0.33)           1.03
                                          ----------  ----------  ----------  -----------------
    Net increase (decrease) from
     investment operations..............       1.31        2.31       (0.36)           1.04
                                          ----------  ----------  ----------  -----------------
Distributions to shareholders:
  From net realized gain on
   investments..........................      (0.72)         --          --              --
                                          ----------  ----------  ----------  -----------------
    Total distributions.................      (0.72)         --          --              --
                                          ----------  ----------  ----------  -----------------
Net asset value, end of period..........  $   15.01   $   14.42   $   12.11       $   12.47
                                          ----------  ----------  ----------  -----------------
                                          ----------  ----------  ----------  -----------------
 
Total investment return (c).............       9.38%      19.08%      (2.89)%          9.10% (b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $  38,281   $  38,397   $  36,241       $  23,615
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......      (0.09)%     (0.19)%     (0.32)%          0.41% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................      (0.17)%     (0.30)%     (0.58)%         (0.47)% (a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......       2.00%       2.14%       2.36%           2.40% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................       2.08%       2.25%       2.62%           3.28% (a)
Portfolio turnover rate++...............         41%         41%         45%             18%
Average commission rate per share paid
 on portfolio transactions++............  $  0.0046   $  0.0109         N/A             N/A
</TABLE>
 
- ----------------
 
 (a) Annualized.
 (b) Not Annualized.
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  *  Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.03 for Class
     A shares, $0.03 for Class B shares, and $0.02 for Advisor Class
     shares.
 * * Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.02 for Class
     A and Class B from May 31, 1994 to October 31, 1994.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover and average commission rates are calculated on the
     basis of the Portfolio as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F38
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
<TABLE>
<CAPTION>
                                                                       INFRASTRUCTURE FUND
                                          -----------------------------------------------------------------------------
                                                                                                     ADVISOR CLASS+
                                                                 CLASS B                         ----------------------
                                          -----------------------------------------------------
                                                                                MAY 31, 1994     YEAR ENDED OCTOBER 31,
                                                YEAR ENDED OCTOBER 31,        (COMMENCEMENT OF
                                          ----------------------------------   OPERATIONS) TO    ----------------------
                                           1997 (D)    1996 (D)      1995     OCTOBER 31, 1994    1997 (D)    1996 (D)
                                          ----------  ----------  ----------  -----------------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>                <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   14.24   $   12.03   $   12.45       $   11.43      $   14.52   $   12.14
                                          ----------  ----------  ----------  -----------------  ----------  ----------
Income from investment operations:
  Net investment income (loss)..........      (0.09)      (0.09)      (0.09) *         (0.01) * *      0.05       0.04
  Net realized and unrealized gain
   (loss) on investments................       1.32        2.30       (0.33)           1.03           1.38        2.34
                                          ----------  ----------  ----------  -----------------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       1.23        2.21       (0.42)           1.02           1.43        2.38
                                          ----------  ----------  ----------  -----------------  ----------  ----------
Distributions to shareholders:
  From net realized gain on
   investments..........................      (0.72)         --          --              --          (0.72)         --
                                          ----------  ----------  ----------  -----------------  ----------  ----------
    Total distributions.................      (0.72)         --          --              --          (0.72)         --
                                          ----------  ----------  ----------  -----------------  ----------  ----------
Net asset value, end of period..........  $   14.75   $   14.24   $   12.03       $   12.45      $   15.23   $   14.52
                                          ----------  ----------  ----------  -----------------  ----------  ----------
                                          ----------  ----------  ----------  -----------------  ----------  ----------
 
Total investment return (c).............       8.83%      18.37%      (3.37)%          8.92% (b)     10.10%      19.60%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $  57,199   $  53,678   $  50,181       $  30,954      $   2,539   $     344
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......      (0.59)%     (0.69)%     (0.82)%         (0.09)% (a)      0.41%      0.31%
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................      (0.67)%     (0.80)%     (1.08)%         (0.97)% (a)      0.33%      0.20%
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......       2.50%       2.64%       2.86%           2.90% (a)      1.50%       1.64%
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................       2.58%       2.75%       3.12%           3.78% (a)      1.58%       1.75%
Portfolio turnover rate++...............         41%         41%         45%             18%            41%         41%
Average commission rate per share paid
 on portfolio transactions++............  $  0.0046   $  0.0109         N/A             N/A      $  0.0046   $  0.0109
 
<CAPTION>
 
                                          JUNE 1, 1995
                                               TO
                                           OCTOBER 31,
                                              1995
                                          -------------
<S>                                       <C>
Per Share Operating Performance:
Net asset value, beginning of period....    $   12.00
                                          -------------
Income from investment operations:
  Net investment income (loss)..........         0.02*
  Net realized and unrealized gain
   (loss) on investments................         0.12
                                          -------------
    Net increase (decrease) from
     investment operations..............         0.14
                                          -------------
Distributions to shareholders:
  From net realized gain on
   investments..........................           --
                                          -------------
    Total distributions.................           --
                                          -------------
Net asset value, end of period..........    $   12.14
                                          -------------
                                          -------------
Total investment return (c).............         1.17%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....    $     216
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......         0.18%(a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................        (0.08)%(a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......         1.86%(a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................         2.12%(a)
Portfolio turnover rate++...............           45%
Average commission rate per share paid
 on portfolio transactions++............          N/A
</TABLE>
 
- ----------------
 
 (a) Annualized.
 (b) Not Annualized.
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  *  Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.03 for Class
     A shares, $0.03 for Class B shares, and $0.02 for Advisor Class
     shares.
 * * Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.02 for Class
     A and Class B from May 31, 1994 to October 31, 1994.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover and average commission rates are calculated on the
     basis of the Portfolio as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F39
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
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
 
<TABLE>
<S>                                       <C>         <C>         <C>         <C>
statements.
<CAPTION>
<S>                                       <C>         <C>         <C>         <C>
<CAPTION>
                                                         NATURAL RESOURCES FUND
                                          -----------------------------------------------------
                                                                 CLASS A
                                          -----------------------------------------------------
                                                                                MAY 31, 1994
                                                YEAR ENDED OCTOBER 31,        (COMMENCEMENT OF
                                          ----------------------------------   OPERATIONS) TO
                                           1997 (D)    1996 (D)      1995     OCTOBER 31, 1994
                                          ----------  ----------  ----------  -----------------
<S>                                       <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   17.43   $   11.44   $   12.41       $   11.43
                                          ----------  ----------  ----------  -----------------
Income from investment operations:
  Net investment income (loss)..........      (0.25)      (0.24)       0.04*           0.06* *
  Net realized and unrealized gain
   (loss) on investments................       4.08        6.28       (0.98)           0.92
                                          ----------  ----------  ----------  -----------------
    Net increase (decrease) from
     investment operations..............       3.83        6.04       (0.94)           0.98
                                          ----------  ----------  ----------  -----------------
Distributions to shareholders:
  From net investment income............         --       (0.04)      (0.03)             --
  From net realized gain on
   investments..........................      (0.61)      (0.01)         --              --
                                          ----------  ----------  ----------  -----------------
    Total distributions.................      (0.61)      (0.05)      (0.03)             --
                                          ----------  ----------  ----------  -----------------
Net asset value, end of period..........  $   20.65   $   17.43   $   11.44       $   12.41
                                          ----------  ----------  ----------  -----------------
                                          ----------  ----------  ----------  -----------------
 
Total investment return (c).............      22.64%      53.04%      (7.58)%          8.57% (b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $  69,975   $  48,729   $  12,598       $  14,797
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......      (1.41)%     (1.55)%      0.41%           2.63% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................      (1.51)%     (1.65)%     (0.69)%          0.65% (a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......       2.03%       2.20%       2.37%           2.40% (a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................       2.13%       2.30%       3.47%           4.38% (a)
Portfolio turnover rate++...............        321%         94%         87%            137%
Average commission rate per share paid
 on portfolio transactions++............  $  0.0112   $  0.0243         N/A             N/A
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  *  Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income (loss) per share would have been reduced (increased)
     by $0.14, $0.13, and $0.12 for Class A, Class B, and Advisor Class,
     respectively.
 * * Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.04 for Class
     A and Class B.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover and average commission rates are calculated on the
     basis of the Portfolio as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F40
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
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>
                                                                     NATURAL RESOURCES FUND
                                          -----------------------------------------------------------------------------
                                                                                                     ADVISOR CLASS+
                                                                 CLASS B                         ----------------------
                                          -----------------------------------------------------
                                                                                MAY 31, 1994     YEAR ENDED OCTOBER 31,
                                                YEAR ENDED OCTOBER 31,        (COMMENCEMENT OF
                                          ----------------------------------   OPERATIONS) TO    ----------------------
                                           1997 (D)    1996 (D)      1995     OCTOBER 31, 1994    1997 (D)    1996 (D)
                                          ----------  ----------  ----------  -----------------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>                <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   17.29   $   11.36   $   12.38       $   11.43      $   17.47   $   11.47
                                          ----------  ----------  ----------  -----------------  ----------  ----------
Income from investment operations:
  Net investment income (loss)..........      (0.33)      (0.31)      (0.02) *          0.03* *      (0.14)      (0.17)
  Net realized and unrealized gain
   (loss) on investments................       4.02        6.25       (0.98)           0.92           4.08        6.28
                                          ----------  ----------  ----------  -----------------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       3.69        5.94       (1.00)           0.95           3.94        6.11
                                          ----------  ----------  ----------  -----------------  ----------  ----------
Distributions to shareholders:
  From net investment income............         --          --       (0.02)             --             --       (0.10)
  From net realized gain on
   investments..........................      (0.61)      (0.01)         --              --          (0.61)      (0.01)
                                          ----------  ----------  ----------  -----------------  ----------  ----------
    Total distributions.................      (0.61)      (0.01)      (0.02)             --          (0.61)      (0.11)
                                          ----------  ----------  ----------  -----------------  ----------  ----------
Net asset value, end of period..........  $   20.37   $   17.29   $   11.36       $   12.38      $   20.80   $   17.47
                                          ----------  ----------  ----------  -----------------  ----------  ----------
                                          ----------  ----------  ----------  -----------------  ----------  ----------
 
Total investment return (c).............      21.99%      52.39%      (8.05)%          8.31% (b)     23.23%      53.76%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $  86,812   $  57,749   $  13,978       $  13,404      $  14,886   $   5,502
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......      (1.91)%     (2.05)%     (0.09)%          2.13% (a)     (0.91)%     (1.05)%
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................      (2.01)%     (2.15)%     (1.19)%          0.15% (a)     (1.01)%     (1.15)%
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......       2.53%       2.70%       2.87%           2.90% (a)      1.53%       1.70%
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................       2.63%       2.80%       3.97%           4.88% (a)      1.63%       1.80%
Portfolio turnover rate++...............        321%         94%         87%            137%           321%         94%
Average commission rate per share paid
 on portfolio transactions++............  $  0.0112   $  0.0243         N/A             N/A      $  0.0112   $  0.0243
 
<CAPTION>
 
                                          JUNE 1, 1995
                                               TO
                                           OCTOBER 31,
                                              1995
                                          -------------
<S>                                       <C>
Per Share Operating Performance:
Net asset value, beginning of period....    $   11.45
                                          -------------
Income from investment operations:
  Net investment income (loss)..........         0.11*
  Net realized and unrealized gain
   (loss) on investments................        (0.09)
                                          -------------
    Net increase (decrease) from
     investment operations..............         0.02
                                          -------------
Distributions to shareholders:
  From net investment income............           --
  From net realized gain on
   investments..........................           --
                                          -------------
    Total distributions.................           --
                                          -------------
Net asset value, end of period..........    $   11.47
                                          -------------
                                          -------------
Total investment return (c).............         0.17%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....    $      95
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......         0.91%(a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................        (0.19)%(a)
Ratio of expenses to average net assets:
  With expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc. (Notes 1 & 5).......         1.87%(a)
  Without expense reductions and
   reimbursement by Chancellor LGT Asset
   Management, Inc......................         2.97%(a)
Portfolio turnover rate++...............           87%
Average commission rate per share paid
 on portfolio transactions++............          N/A
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  *  Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income (loss) per share would have been reduced (increased)
     by $0.14, $0.13, and $0.12 for Class A, Class B, and Advisor Class,
     respectively.
 * * Before reimbursement by Chancellor LGT Asset Management, Inc., the net
     investment income per share would have been reduced by $0.04 for Class
     A and Class B.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover and average commission rates are calculated on the
     basis of the Portfolio as a whole without distinguishing between the
     classes of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F41
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
 
<TABLE>
<CAPTION>
 
                                                           TELECOMMUNICATIONS FUND
                                          ----------------------------------------------------------
                                                                   CLASS A+
                                          ----------------------------------------------------------
                                                            YEAR ENDED OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (D)    1996 (D)      1995      1994 (D)      1993
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   16.69   $   16.42   $   17.80   $   16.92   $   11.16
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income (loss)..........      (0.17)      (0.13)      (0.09)      (0.01)       0.08
  Net realized and unrealized gain
   (loss) on investments................       2.93        1.22       (0.43)       1.17        5.83
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       2.76        1.09       (0.52)       1.16        5.91
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............         --          --          --       (0.01)      (0.15)
  From net realized gain on
   investments..........................      (1.41)      (0.82)      (0.86)      (0.27)         --
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (1.41)      (0.82)      (0.86)      (0.28)      (0.15)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $   18.04   $   16.69   $   16.42   $   17.80   $   16.92
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............      17.70%       7.00%      (2.88)%      7.02%      53.60%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 910,801   $1,204,428  $1,353,722  $1,644,402  $1,223,340
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions (Notes 1 &
   5)...................................      (1.01)%     (0.84)%     (0.49)%     (0.02)%      0.80%
  Without expense reductions............      (1.06)%     (0.89)%     (0.55)%       N/A         N/A
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................       1.79%       1.74%       1.77%       1.80%        2.0%
  Without expense reductions............       1.84%       1.79%       1.83%        N/A         N/A
Portfolio turnover rate++++.............         35%         37%         62%         57%         41%
Average commission rate per share paid
 on portfolio transactions++++..........  $  0.0085   $  0.0165         N/A         N/A         N/A
</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 the average
     shares outstanding during the period.
  +  All capital shares issued and outstanding March 31, 1993 were
     reclassified as Class A shares.
 ++  Commencing April 1, 1993, the Fund began offering Class B shares.
+++  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
++++ Portfolio turnover and average commission rates are calculated on the
     basis of the Fund as whole without distinguishing between the classes
     of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F42
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
<TABLE>
<CAPTION>
                                                                        TELECOMMUNICATIONS FUND
                                          -----------------------------------------------------------------------------------
                                                                   CLASS B++                              ADVISOR CLASS+++
                                          -----------------------------------------------------------  ----------------------
                                                                                           APRIL 1,
                                                                                             1993      YEAR ENDED OCTOBER 31,
                                                      YEAR ENDED OCTOBER 31,                  TO
                                          ----------------------------------------------  OCTOBER 31,  ----------------------
                                           1997 (D)    1996 (D)      1995      1994 (D)      1993       1997 (D)    1996 (D)
                                          ----------  ----------  ----------  ----------  -----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>          <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   16.37   $   16.20   $   17.66   $   16.87    $   12.68   $   16.81   $   16.46
                                          ----------  ----------  ----------  ----------  -----------  ----------  ----------
Income from investment operations:
  Net investment income (loss)..........      (0.25)      (0.23)      (0.17)      (0.10)        0.01       (0.09)      (0.05)
  Net realized and unrealized gain
   (loss) on investments................       2.87        1.22       (0.43)       1.17         4.18        2.97        1.22
                                          ----------  ----------  ----------  ----------  -----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       2.62        0.99       (0.60)       1.07         4.19        2.88        1.17
                                          ----------  ----------  ----------  ----------  -----------  ----------  ----------
Distributions to shareholders:
  From net investment income............         --          --          --       (0.01)          --          --          --
  From net realized gain on
   investments..........................      (1.41)      (0.82)      (0.86)      (0.27)          --       (1.41)      (0.82)
                                          ----------  ----------  ----------  ----------  -----------  ----------  ----------
    Total distributions.................      (1.41)      (0.82)      (0.86)      (0.28)          --       (1.41)      (0.82)
                                          ----------  ----------  ----------  ----------  -----------  ----------  ----------
Net asset value, end of period..........  $   17.58   $   16.37   $   16.20   $   17.66    $   16.87   $   18.28   $   16.81
                                          ----------  ----------  ----------  ----------  -----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  -----------  ----------  ----------
 
Total investment return (c).............      17.15%       6.46%      (3.37)%      6.50%        33.0%(b)     18.33%      7.49%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 805,535   $1,007,654  $1,111,520  $1,184,081   $ 455,335   $   4,783   $     945
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions (Notes 1 &
   5)...................................      (1.51)%     (1.34)%     (0.99)%     (0.52)%        0.3%(a)     (0.51)%     (0.34)%
  Without expense reductions............      (1.56)%     (1.39)%     (1.05)%       N/A          N/A       (0.56)%     (0.39)%
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................       2.29%       2.24%       2.27%       2.30%         2.5%(a)      1.29%      1.24%
  Without expense reductions............       2.34%       2.29%       2.33%        N/A          N/A        1.34%       1.29%
Portfolio turnover rate++++.............         35%         37%         62%         57%          41%         35%         37%
Average commission rate per share paid
 on portfolio transactions++++..........  $  0.0085   $  0.0165         N/A         N/A          N/A   $  0.0085   $  0.0165
 
<CAPTION>
 
                                          JUNE 1, 1995
                                               TO
                                           OCTOBER 31,
                                              1995
                                          -------------
<S>                                       <C>
Per Share Operating Performance:
Net asset value, beginning of period....    $   15.24
                                          -------------
Income from investment operations:
  Net investment income (loss)..........           --
  Net realized and unrealized gain
   (loss) on investments................         1.22
                                          -------------
    Net increase (decrease) from
     investment operations..............         1.22
                                          -------------
Distributions to shareholders:
  From net investment income............           --
  From net realized gain on
   investments..........................           --
                                          -------------
    Total distributions.................           --
                                          -------------
Net asset value, end of period..........    $   16.46
                                          -------------
                                          -------------
Total investment return (c).............         7.94%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....    $     681
Ratio of net investment income (loss) to
 average net assets:
  With expense reductions (Notes 1 &
   5)...................................         0.01%(a)
  Without expense reductions............         0.07%(a)
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................         1.27%(a)
  Without expense reductions............         1.33%(a)
Portfolio turnover rate++++.............           62%
Average commission rate per share paid
 on portfolio transactions++++..........          N/A
</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 the average
     shares outstanding during the period.
  +  All capital shares issued and outstanding March 31, 1993 were
     reclassified as Class A shares.
 ++  Commencing April 1, 1993, the Fund began offering Class B shares.
+++  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
++++ Portfolio turnover and average commission rates are calculated on the
     basis of the Fund as whole without distinguishing between the classes
     of shares issued.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F43
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                                    NOTES TO
                              FINANCIAL STATEMENTS
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
1. SIGNIFICANT ACCOUNTING POLICIES
GT Global Consumer Products and Services Fund, GT Global Financial Services
Fund, GT Global Health Care Fund, GT Global Infrastructure Fund, GT Global
Natural Resources Fund and GT Global Telecommunications Fund ("Funds") are
separate series of G.T. Investment Funds, Inc. ("Company"). Collectively, these
Funds are known as the "GT Global Theme Funds". The Company is organized as a
Maryland corporation and is registered under the Investment Company Act of 1940,
as amended ("1940 Act"), as an open-end management investment company. The
Company has thirteen series of shares in operation, each series corresponding to
a distinct portfolio of investments.
 
The GT Global Consumer Products and Services Fund, GT Global Financial Services
Fund, GT Global Infrastructure Fund, and GT Global Natural Resources Fund each
invests substantially all of its investable assets in Global Consumer Products
and Services Portfolio, Global Financial Services Portfolio, Global
Infrastructure Portfolio, and Global Natural Resources Portfolio ("Portfolios"),
respectively. Each Portfolio is organized as a subtrust of a New York common law
trust ("Trust") and is registered under the 1940 Act as an open-end management
investment company.
 
The Portfolios have investment objectives, policies, and limitations
substantially identical to those of their corresponding Funds. Therefore, the
financial statements of the aforementioned Funds and their respective Portfolios
have been presented on a consolidated basis, and represent all activities of
both the respective Funds and Portfolios. Through October 31, 1997, all of the
shares of beneficial interest of each Portfolio were owned by either its
respective Fund or Chancellor LGT Asset Management, Inc. (the "Manager"), which
has a nominal ($100) investment in each Portfolio.
 
The Funds offer Class A, Class B, and Advisor Class shares, each of which has
equal rights as to assets and voting privileges except that 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 each 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 service and 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 Funds and Portfolios in the preparation
of the financial statements.
 
(A) PORTFOLIO VALUATION
The Funds calculate the net asset value of and complete 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 on 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 the Manager to be the
primary market.
 
Fixed income investments are valued at the mean of representative quoted bid and
ask 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 are valued at
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
Company's Board of Directors or the Trusts' 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 Company's Board of Directors or
the Trusts' Board of Trustees.
 
(B) FOREIGN CURRENCY TRANSLATION
The accounting records of each Fund and Portfolio are maintained in U.S.
dollars. The market values of foreign securities, currency holdings, and other
assets and liabilities are recorded in the books and records of the Funds or
Portfolios (the phrase "Fund or Portfolio" hereinafter includes the GT Global
Health Care Fund, the GT Global Telecommunications Fund, and the four
Portfolios) 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.
 
                                      F44
<PAGE>
                             GT GLOBAL THEME FUNDS
 
A Fund or Portfolio does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss from
investments.
 
Reported net realized foreign exchange gains or 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 difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's or Portfolio'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 year end, resulting from changes in exchange rates.
 
(C) REPURCHASE AGREEMENTS
With respect to repurchase agreements entered into by a Fund or Portfolio, it is
the Fund's or Portfolio's policy to always receive, as collateral, United States
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 or Portfolio 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 or Portfolio as an unrealized gain or loss.
When the Forward Contract is closed, the Fund or Portfolio 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. Forward Contracts involve market risk
in excess of the amount shown in the Fund's or Portfolio's "Statement of Assets
and Liabilities". A Fund or Portfolio could be exposed to risk if a counterparty
is unable to meet the terms of the contract or if the value of the currency
changes unfavorably. A Fund or Portfolio 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 a Fund or Portfolio writes a call or put option, an amount equal to the
premium received is included in the Fund's or Portfolio's "Statement of Assets
and Liabilities" as an asset and an equivalent liability. The amount of the
liability is subsequently marked-to-market to reflect the current market value
of the option. The current market value of an option listed on a traded exchange
is valued at its last bid price, or, in the case of an 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 or Portfolio 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 or Portfolio can write options only on a covered basis,
which, for a call, requires that the Fund or Portfolio hold the underlying
security and, for a put, requires the Fund or Portfolio 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 or Portfolio 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 or Portfolio for the purchase of a call or put
option is included in the Fund's or Portfolio'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 or Portfolio has
purchased expires on the stipulated expiration date, the Fund or Portfolio
realizes a loss in the amount of the cost of the option. If the Fund or
Portfolio enters into a closing sale transaction, the Fund or Portfolio 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 or Portfolio
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 or Portfolio
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 or Portfolio 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 or Portfolio 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 or Portfolio 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 a
Fund or Portfolio 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 or Portfolio
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 or Portfolio as unrealized gains
or losses. When the contract is closed, the Fund or Portfolio records a realized
gain or loss equal to the difference
 
                                      F45
<PAGE>
                             GT GLOBAL THEME FUNDS
 
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 or Portfolio is that the
change in value of the underlying securities may not correlate to the change in
value of the contracts. A Fund or Portfolio 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. A Fund or Portfolio may
trade securities on other than normal settlement terms. This may increase the
risk if the other party to the transaction fails to deliver and causes the Fund
or Portfolio to subsequently invest at less advantageous prices.
 
(H) PORTFOLIO SECURITIES LOANED
At October 31, 1997, stocks with an aggregate value listed below were on loan to
brokers. The loans were secured by cash collateral received by the Funds or
Portfolios:
 
<TABLE>
<CAPTION>
                                                                               YEAR ENDED
                                                  OCTOBER 31, 1997            OCTOBER 31,
                                          --------------------------------        1997
                                          AGGREGATE VALUE        CASH        --------------
                                              ON LOAN         COLLATERAL     FEES RECEIVED
                                          ---------------   --------------   --------------
<S>                                       <C>               <C>              <C>
Global Consumer Products and Services
 Portfolio..............................   $  4,385,800      $   4,476,600      $121,197
Global Financial Services Portfolio.....      1,715,052          1,813,650        18,080
GT Global Health Care Fund..............     33,287,031         33,773,900        96,689
Global Infrastructure Portfolio.........      3,149,538          3,301,300        84,150
Global Natural Resources Portfolio......     12,448,138         12,910,000        66,945
GT Global Telecommunications Fund.......    132,935,037        137,795,261       888,654
</TABLE>
 
For international securities, cash collateral is received by a Fund or Portfolio
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 a Fund or Portfolio against loaned securities in the
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.
Fees received from securities loaned were used to reduce the Funds' or
Portfolios' custodian and other administrative expenses.
 
(I) TAXES
It is the intended policy of the Funds and Portfolios 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 Funds to make
distributions sufficient to avoid imposition of any excise tax under Section
4982 of the Code. Therefore, no provision has been made for Federal taxes on
income, capital gains, unrealized appreciation of securities held, or excise tax
on income and capital gains.
 
(J) DISTRIBUTIONS TO SHAREHOLDERS
Distributions to shareholders are recorded by each 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 Funds or Portfolios and timing
differences.
 
(K) DEFERRED ORGANIZATIONAL EXPENSES
Expenses incurred by the GT Global Consumer Products and Services Fund, GT
Global Financial Services Fund, GT Global Infrastructure Fund, and GT Global
Natural Resources Fund in connection with their organizations, their initial
registration with the Securities and Exchange Commission and with various states
and the initial public offering of its shares aggregated $51,500, $63,100,
$51,500, and $51,500, respectively. These expenses are being amortized on a
straightline basis over a five-year period.
 
(L) 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 or Portfolio's investments in
emerging market countries may involve greater risks than investments in more
developed markets and the price 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.
 
In addition, each Fund or Portfolio may focus its investments in certain related
consumer products and services, financial services, health care, infrastructure,
natural resources, or telecommunications industries, subjecting the Fund or
Portfolio to greater risk than a fund that is more diversified.
 
(M) INDEXED SECURITIES
A Fund or Portfolio 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.
 
                                      F46
<PAGE>
                             GT GLOBAL THEME FUNDS
 
(N) RESTRICTED SECURITIES
A Fund or Portfolio 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. At the end of the period,
restricted securities (excluding 144A issues) are shown at the end of the Fund's
or Portfolio's Portfolio of Investments.
 
(O) LINE OF CREDIT
Each of the Funds, along with certain other funds ("GT Funds") advised and/or
administered by the Manager, has a line of credit with each of BankBoston and
State Street Bank & Trust Company. The arrangements with the banks allow the GT
Funds to borrow an aggregate maximum amount of $200,000,000. Each Fund is
limited to borrowing up to 33 1/3% of the value of each Fund's total assets. On
October 31, 1997, GT Global Natural Resources Fund had $4,670,000 in loans
outstanding.
 
For the year ended October 31, 1997, the weighted average outstanding daily
balance of bank loans (based on the number of days the loans were outstanding)
for GT Global Consumer Products Fund, GT Global Health Care Fund, GT Global
Natural Resources Fund and GT Global Telecommunications Fund was $2,217,765,
$4,916,667, $4,008,879 and $26,570,611, respectively, with a weighted average
interest rate of 6.14%, 6.61%, 6.32% and 6.32%, respectively. Interest expense
for the GT Global Consumer Products Fund, GT Global Health Care Fund, GT Global
Natural Resources Fund and GT Global Telecommunications Fund for the year ended
October 31, 1997 was $6,616, $21,656, $64,318 and $527,303, respectively.
Interest expense is included in "Other Expenses" on the Statement of Operations.
 
2. RELATED PARTIES
Chancellor LGT Asset Management, Inc. is the Funds' and Portfolios' investment
manager and administrator. GT Global Consumer Products and Services Fund, GT
Global Financial Services Fund, GT Global Infrastructure Fund, and GT Global
Natural Resources Fund each pays the Manager administration fees at the
annualized rate of 0.25% of such Fund's average daily net assets. Each of the
Portfolios pays investment management and administration fees to the Manager at
the annualized rate of 0.725% on the first $500 million of average daily net
assets of the Portfolio; 0.70% on the next $500 million; 0.675% on the next $500
million; and 0.65% on amounts thereafter. GT Global Health Care Fund and GT
Global Telecommunications Fund each pays investment management and
administration fees to the Manager at the annualized rate of 0.975% on the first
$500 million of 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.
 
GT Global, Inc. ("GT Global"), an affiliate of the Manager, serves as the Funds'
distributor. The Funds offer Class A, Class B, and Advisor Class shares for
purchase.
 
Class A shares are subject to initial sales charges imposed at the time of
purchase, in accordance with the schedule included in the Funds' current
prospectus. GT Global 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 October 31, 1997, GT Global retained the
following sales charges: $85,990 for the GT Global Consumer Products and
Services Fund, $22,263 for the GT Global Financial Services Fund, $54,971 for
the GT Global Health Care Fund, $24,983 for the GT Global Infrastructure Fund,
$63,915 for the GT Global Natural Resources Fund, and $131,495 for the GT Global
Telecommunications Fund. Purchases of Class A shares exceeding $500,000 may be
subject to a contingent deferred sales charge ("CDSC") upon redemption, in
accordance with the Funds' current prospectus. GT Global collected CDSCs for the
year ended October 31, 1997, as follows: $5,032 for the GT Global Consumer
Products and Services Fund, $0 for the GT Global Financial Services Fund,
$15,375 for the GT Global Health Care Fund, $115 for the GT Global
Infrastructure Fund, $12,885 for the GT Global Natural Resources Fund, and
$11,930 for the GT Global Telecommunications Fund. GT Global 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, GT Global, 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 Funds' current
prospectus. For the year ended October 31, 1997, GT Global collected CDSCs in
the amount of: $503,378 for the GT Global Consumer Products and Services Fund,
$81,031 for the GT Global Financial Services Fund, $530,383 for the GT Global
Health Care Fund, $261,504 for the GT Global Infrastructure Fund, $404,993 for
the GT Global Natural Resources Fund, and $7,104,939 for the GT Global
Telecommunications Fund. In addition, GT Global makes ongoing shareholder
servicing and trail commission payments to dealers whose clients hold Class B
shares.
 
Pursuant to Rule 12b-1 under the 1940 Act, the Company's Board of Directors has
adopted separate distribution plans with respect to the Funds' Class A shares
("Class A Plan") and Class B shares ("Class B Plan"), pursuant to which a Fund
reimburses GT Global for a portion of its shareholder servicing and
distributions expenses. Under the Class A Plan, a Fund may 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 may pay GT Global a
distribution fee at the annualized rate of up to 0.50% 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 GT Global's expenditures incurred in providing
services as distributor. All expenses for which GT Global is reimbursed under
the Class A Plan will have been incurred within one year of such reimbursement.
 
Pursuant to the Class B Plan, a Fund may pay GT Global a service fee at the
annualized rate of up to 0.25% of the average daily net assets
 
                                      F47
<PAGE>
                             GT GLOBAL THEME FUNDS
 
of the Fund's Class B shares for GT Global's expenditures incurred in servicing
and maintaining shareholder accounts, and may 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 may be carried forward for reimbursement in subsequent years as
long as that Plan continues in effect.
 
The Manager and GT Global voluntarily have undertaken to limit each Fund's
expenses (exclusive of brokerage commissions, taxes, interest, and extraordinary
expense) to the maximum annual rate of 2.40%, 2.90%, and 1.90% 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 fees, waivers by GT Global of payments under
the Class A Plan and/or Class B Plan and/or reimbursements by the Manager or GT
Global of portions of the Fund's other operating expenses.
 
Effective November 1, 1997, the Manager and GT Global have undertaken to limit
each Fund's expenses (exclusive of brokerage commissions, taxes, interest, and
extraordinary expenses) to the annual rate of 2.00%, 2.50%, and 1.50% of the
average daily net assets of the Fund's Class A, Class B and Advisor Class
shares, respectively. This undertaking may be changed or eliminated in the
future.
 
GT Global Investor Services, Inc. ("GT Services"), an affiliate of the Manager
and GT Global, is the transfer agent of the Funds. For performing shareholder
servicing, reporting, and general transfer agent services, GT Services receives
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 is reimbursed by the
Funds 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 Funds and Portfolios.
The monthly fee for these services to the Manager is a percentage, not to exceed
0.03% annually, of a Fund or Portfolio's average daily net assets. The annual
fee rate is derived by applying 0.03% to the first $5 billion of assets of all
registered mutual funds advised by the Manager and 0.02% to the assets in excess
of $5 billion and allocating the result according to each Fund's average daily
net assets.
 
The Company pays each Director who is not an employee, officer or director of
the Manager, or any other affiliated company $5,000 per year plus $300 for each
meeting of the board or any committee thereof attended by the Director. Each
Portfolio pays each of its Trustees who is not an employee, officer, or director
of the Manager, GT Global or GT Services $500 per year plus $150 for each
meeting of the board or any committee thereof attended by the Trustee.
 
3. PURCHASES AND SALES OF SECURITIES
The following summarizes purchases and sales of investment securities, other
than short-term investments, by each Fund or Portfolio for the year ended
October 31, 1997:
 
                       PURCHASES AND SALES OF SECURITIES
 
<TABLE>
<CAPTION>
PORTFOLIO                                                                PURCHASES        SALES
- ----------------------------------------------------------------------  ------------  --------------
<S>                                                                     <C>           <C>
Global Consumer Products and Services Portfolio.......................  $612,647,861  $  664,389,208
Global Financial Services Portfolio...................................    92,386,002      40,245,074
GT Global Health Care Fund............................................   787,196,366     891,939,099
Global Infrastructure Portfolio.......................................    39,949,012      39,409,094
Global Natural Resources Portfolio....................................   443,019,604     403,198,520
GT Global Telecommunications Fund.....................................   645,313,904   1,492,219,852
</TABLE>
 
4. CAPITAL SHARES
At October 31, 1997, there were 6,000,000,000 shares of the Company's common
stock authorized, at $0.0001 par value. Of this amount, 400,000,000 were
classified as shares of the GT Global Telecommunications Fund; 400,000,000 were
classified as shares of GT Global Government Income Fund; 200,000,000 were
classified as shares of GT Global Developing Markets Fund; 200,000,000 were
classified as shares of GT Global Health Care Fund; 200,000,000 were classified
as shares of GT Global Strategic Income Fund; 200,000,000 were classified as
shares of GT Global Currency Fund (inactive); 200,000,000 were classified as
shares of GT Global Growth & Income Fund; 200,000,000 were classified as shares
of GT Global Small Companies Fund (inactive); 200,000,000 were classified as
shares of GT Global Latin America Growth Fund; 200,000,000 were classified as
shares of GT Global Emerging Markets Fund; 200,000,000 were classified as shares
of GT Global High Income Fund; 200,000,000 were classified as shares of GT
Global Financial Services Fund; 200,000,000 were classified as shares of GT
Global Natural Resources Fund; 200,000,000 were classified as shares of GT
Global Infrastructure Fund; 200,000,000 were classified as shares of GT Global
Consumer Products and Services Fund. The shares of each of the foregoing series
of the Company were divided equally into two classes, designated Class A and
Class B common stock. With respect to the issuance of Advisor Class shares,
100,000,000 shares were classified as shares of each of the fifteen series of
the Company and designated as Advisor Class common stock. 1,100,000,000 shares
remain unclassified. Transactions in capital shares of the Fund were as follows:
 
                                      F48
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                           CAPITAL SHARE TRANSACTIONS
 
GT GLOBAL CONSUMER PRODUCTS & SERVICES FUND
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                               OCTOBER 31, 1997            OCTOBER 31, 1996
                                          --------------------------  --------------------------
CLASS A                                     SHARES        AMOUNT        SHARES        AMOUNT
- ----------------------------------------  -----------  -------------  -----------  -------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    3,438,964  $  69,880,587    6,142,401  $ 118,779,939
Shares issued in connection with
  reinvestment of distributions.........      143,274      2,884,089       13,656        202,166
                                          -----------  -------------  -----------  -------------
                                            3,582,238     72,764,676    6,156,057    118,982,105
Shares repurchased......................   (4,424,828)   (88,957,730)  (2,769,898)   (54,486,898)
                                          -----------  -------------  -----------  -------------
Net increase (decrease).................     (842,590) $ (16,193,054)   3,386,159  $  64,495,207
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
CLASS B
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    2,703,434  $  53,329,784    5,689,956  $ 110,105,123
Shares issued in connection with
  reinvestment of distributions.........      168,859      3,364,713       10,957        161,052
                                          -----------  -------------  -----------  -------------
                                            2,872,293     56,694,497    5,700,913    110,266,175
Shares repurchased......................   (2,802,820)   (55,171,454)  (1,675,446)   (32,960,366)
                                          -----------  -------------  -----------  -------------
Net increase............................       69,473  $   1,523,043    4,025,467  $  77,305,809
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
ADVISOR CLASS
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................      287,832  $   6,471,623      589,226  $  12,396,492
Shares issued in connection with
  reinvestment of distributions.........       15,186        308,573          402          5,969
                                          -----------  -------------  -----------  -------------
                                              303,018      6,780,196      589,628     12,402,461
Shares repurchased......................     (386,341)    (7,704,551)    (248,775)    (5,293,607)
                                          -----------  -------------  -----------  -------------
Net increase (decrease).................      (83,323) $    (924,355)     340,853  $   7,108,854
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
GT GLOBAL FINANCIAL SERVICES FUND
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                               OCTOBER 31, 1997            OCTOBER 31, 1996
                                          --------------------------  --------------------------
CLASS A                                     SHARES        AMOUNT        SHARES        AMOUNT
- ----------------------------------------  -----------  -------------  -----------  -------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    3,783,353  $  60,418,186      900,372  $  11,973,497
Shares issued in connection with
  reinvestment of distributions.........       35,121        488,531        3,997         50,562
                                          -----------  -------------  -----------  -------------
                                            3,818,474     60,906,717      904,369     12,024,059
Shares repurchased......................   (2,611,893)   (41,931,634)    (867,261)   (11,494,650)
                                          -----------  -------------  -----------  -------------
Net increase............................    1,206,581  $  18,975,083       37,108  $     529,409
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
CLASS B
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    4,102,099  $  64,968,183      596,980  $   7,792,181
Shares issued in connection with
  reinvestment of distributions.........       44,922        618,563        2,898         36,456
                                          -----------  -------------  -----------  -------------
                                            4,147,021     65,586,746      599,878      7,828,637
Shares repurchased......................   (2,045,933)   (32,384,709)    (281,339)    (3,677,982)
                                          -----------  -------------  -----------  -------------
Net increase............................    2,101,088  $  33,202,037      318,539  $   4,150,655
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
ADVISOR CLASS
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................      220,956  $   4,021,549        3,500  $      47,698
Shares issued in connection with
  reinvestment of distributions.........          359          5,018           35            420
                                          -----------  -------------  -----------  -------------
                                              221,315      4,026,567        3,535         48,118
Shares repurchased......................      (11,568)      (198,290)      (1,103)       (14,704)
                                          -----------  -------------  -----------  -------------
Net increase............................      209,747  $   3,828,277        2,432  $      33,414
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
                                      F49
<PAGE>
                             GT GLOBAL THEME FUNDS
 
GT GLOBAL HEALTH CARE FUND
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                               OCTOBER 31, 1997            OCTOBER 31, 1996
                                          --------------------------  --------------------------
CLASS A                                     SHARES        AMOUNT        SHARES        AMOUNT
- ----------------------------------------  -----------  -------------  -----------  -------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................   31,631,342  $ 772,292,073   84,410,204  $1,903,687,570
Shares issued in connection with
  reinvestment of distributions.........    1,208,813     27,043,227    2,009,491     41,475,881
                                          -----------  -------------  -----------  -------------
                                           32,840,155    799,335,300   86,419,695  1,945,163,451
Shares repurchased......................  (35,792,763)  (876,621,319) (86,124,175) (1,957,478,015)
                                          -----------  -------------  -----------  -------------
Net increase (decrease).................   (2,952,608) $ (77,286,019)     295,520  $ (12,314,564)
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
CLASS B
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    6,206,431  $ 152,327,079    6,741,207  $ 157,453,975
Shares issued in connection with
  reinvestment of distributions.........      321,688      7,045,104      411,416      8,363,880
                                          -----------  -------------  -----------  -------------
                                            6,528,119    159,372,183    7,152,623    165,817,855
Shares repurchased......................   (5,770,947)  (142,017,878)  (5,784,194)  (129,761,569)
                                          -----------  -------------  -----------  -------------
Net increase............................      757,172  $  17,354,305    1,368,429  $  36,056,286
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
ADVISOR CLASS
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    1,865,809  $  48,687,774    1,142,479  $  27,246,793
Shares issued in connection with
  reinvestment of distributions.........        2,543         57,375        3,280         67,679
                                          -----------  -------------  -----------  -------------
                                            1,868,352     48,745,149    1,145,759     27,314,472
Shares repurchased......................   (1,676,189)   (43,406,078)  (1,121,971)   (26,090,499)
                                          -----------  -------------  -----------  -------------
Net increase............................      192,163  $   5,339,071       23,788  $   1,223,973
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
GT GLOBAL INFRASTRUCTURE FUND
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                               OCTOBER 31, 1997            OCTOBER 31, 1996
                                          --------------------------  --------------------------
CLASS A                                     SHARES        AMOUNT        SHARES        AMOUNT
- ----------------------------------------  -----------  -------------  -----------  -------------
Shares sold.............................    1,282,535  $  19,272,428    2,175,475  $  30,275,819
<S>                                       <C>          <C>            <C>          <C>
Shares issued in connection with
  reinvestment of distributions.........      123,795      1,776,449           --             --
                                          -----------  -------------  -----------  -------------
                                            1,406,330     21,048,877    2,175,475     30,275,819
Shares repurchased......................   (1,518,962)   (23,157,570)  (2,503,715)   (33,964,432)
                                          -----------  -------------  -----------  -------------
Net decrease............................     (112,632) $  (2,108,693)    (328,240) $  (3,688,613)
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
CLASS B
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    1,233,796  $  18,394,879      903,064  $  12,423,925
Shares issued in connection with
  reinvestment of distributions.........      164,966      2,337,575           --             --
                                          -----------  -------------  -----------  -------------
                                            1,398,762     20,732,454      903,064     12,423,925
Shares repurchased......................   (1,288,192)   (19,574,097)  (1,306,101)   (17,421,173)
                                          -----------  -------------  -----------  -------------
Net increase (decrease).................      110,570  $   1,158,357     (403,037) $  (4,997,248)
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
ADVISOR CLASS
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................      154,643  $   2,526,548       11,122  $     154,109
Shares issued in connection with
  reinvestment of distributions.........        1,147         16,592           --             --
                                          -----------  -------------  -----------  -------------
                                              155,790      2,543,140       11,122        154,109
Shares repurchased......................      (12,773)      (202,670)      (5,256)       (70,861)
                                          -----------  -------------  -----------  -------------
Net increase............................      143,017  $   2,340,470        5,866  $      83,248
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
                                      F50
<PAGE>
                             GT GLOBAL THEME FUNDS
 
GT GLOBAL NATURAL RESOURCES FUND
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                               OCTOBER 31, 1997            OCTOBER 31, 1996
                                          --------------------------  --------------------------
CLASS A                                     SHARES        AMOUNT        SHARES        AMOUNT
- ----------------------------------------  -----------  -------------  -----------  -------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................   14,008,426  $ 250,536,207    9,220,103  $ 142,385,816
Shares issued in connection with
  reinvestment of distributions.........       97,424      1,671,792        3,977         47,892
                                          -----------  -------------  -----------  -------------
                                           14,105,850    252,207,999    9,224,080    142,433,708
Shares repurchased......................  (13,512,928)  (239,425,288)  (7,529,884)  (116,812,100)
                                          -----------  -------------  -----------  -------------
Net increase............................      592,922  $  12,782,711    1,694,196  $  25,621,608
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
CLASS B
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    5,227,207  $  91,103,073    4,288,540  $  66,460,658
Shares issued in connection with
  reinvestment of distributions.........      120,229      2,044,194          709          8,495
                                          -----------  -------------  -----------  -------------
                                            5,347,436     93,147,267    4,289,249     66,469,153
Shares repurchased......................   (4,425,914)   (75,084,090)  (2,178,862)   (33,276,553)
                                          -----------  -------------  -----------  -------------
Net increase............................      921,522  $  18,063,177    2,110,387  $  33,192,600
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
ADVISOR CLASS
- ----------------------------------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    1,573,656  $  31,848,691      663,037  $  10,703,010
Shares issued in connection with
  reinvestment of distributions.........        7,576        130,389           77            922
                                          -----------  -------------  -----------  -------------
                                            1,581,232     31,979,080      663,114     10,703,932
Shares repurchased......................   (1,180,622)   (22,478,170)    (356,384)    (5,379,503)
                                          -----------  -------------  -----------  -------------
Net increase............................      400,610  $   9,500,910      306,730  $   5,324,429
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
GT GLOBAL TELECOMMUNICATIONS FUND
 
<TABLE>
<CAPTION>
                                                   YEAR ENDED                     YEAR ENDED
                                                OCTOBER 31, 1997               OCTOBER 31, 1996
                                          -----------------------------  -----------------------------
CLASS A                                      SHARES         AMOUNT          SHARES         AMOUNT
- ----------------------------------------  ------------  ---------------  ------------  ---------------
<S>                                       <C>           <C>              <C>           <C>
Shares sold.............................    86,491,272  $ 1,449,735,933   161,134,594  $ 2,777,197,821
Shares issued in connection with
  reinvestment of distributions.........     4,872,560       77,134,577     3,376,395       52,886,360
                                          ------------  ---------------  ------------  ---------------
                                            91,363,832    1,526,870,510   164,510,989    2,830,084,181
Shares repurchased......................  (113,032,156)  (1,893,258,359) (174,818,005)  (3,017,740,549)
                                          ------------  ---------------  ------------  ---------------
Net decrease............................   (21,668,324) $  (366,387,849)  (10,307,016) $  (187,656,368)
                                          ------------  ---------------  ------------  ---------------
                                          ------------  ---------------  ------------  ---------------
</TABLE>
 
<TABLE>
<CAPTION>
CLASS B
- ----------------------------------------
<S>                                       <C>           <C>              <C>           <C>
Shares sold.............................     9,249,969  $   152,245,081    15,365,874  $   260,167,785
Shares issued in connection with
  reinvestment of distributions.........     4,413,826       68,371,781     2,882,770       44,452,585
                                          ------------  ---------------  ------------  ---------------
                                            13,663,795      220,616,862    18,248,644      304,620,370
Shares repurchased......................   (29,383,147)    (477,593,385)  (25,319,583)    (426,829,324)
                                          ------------  ---------------  ------------  ---------------
Net decrease............................   (15,719,352) $  (256,976,523)   (7,070,939) $  (122,208,954)
                                          ------------  ---------------  ------------  ---------------
                                          ------------  ---------------  ------------  ---------------
</TABLE>
 
<TABLE>
<CAPTION>
ADVISOR CLASS
- ----------------------------------------
<S>                                       <C>           <C>              <C>           <C>
Shares sold.............................     2,029,510  $    36,070,768     1,229,487  $    21,592,338
Shares issued in connection with
  reinvestment of distributions.........        11,071          176,806         2,119           33,270
                                          ------------  ---------------  ------------  ---------------
                                             2,040,581       36,247,574     1,231,606       21,625,608
Shares repurchased......................    (1,835,151)     (32,553,269)   (1,216,785)     (21,450,446)
                                          ------------  ---------------  ------------  ---------------
Net increase............................       205,430  $     3,694,305        14,821  $       175,162
                                          ------------  ---------------  ------------  ---------------
                                          ------------  ---------------  ------------  ---------------
</TABLE>
 
5. EXPENSE REDUCTIONS
The Manager has directed certain portfolio trades to brokers who paid a portion
of a Fund's or Portfolio's expenses. For the year ended October 31, 1997, the
Funds' or Portfolios' expenses were reduced by the following amounts under these
arrangements:
 
<TABLE>
<CAPTION>
                                                                                                                            EXPENSE
                                                                                                                           REDUCTION
                                                                                                                           ---------
<S>                                                                                                                        <C>
Global Consumer Products and Services Portfolio..........................................................................  $ 123,570
Global Financial Services Portfolio......................................................................................     13,622
GT Global Health Care Fund...............................................................................................     81,354
Global Infrastructure Portfolio..........................................................................................        720
Global Natural Resources Portfolio.......................................................................................     71,129
GT Global Telecommunications Fund........................................................................................    163,244
</TABLE>
 
                                      F51
<PAGE>
                             GT GLOBAL THEME FUNDS
 
6. HOLDINGS OF 5% VOTING SECURITIES OF PORTFOLIO COMPANIES
Investments of 5% or more of an issuer's outstanding voting securities by a Fund
or Portfolio are defined in the Investment Company Act of 1940 as an affiliated
company. Investments in affiliated companies by Global Consumer Products
Portfolio, GT Global Health Care Fund, and GT Global Telecommunications Fund at
October 31, 1997 amounted to $1,943,798, $251,388,855, and $113,211,488,
respectively, at value.
 
Transactions during the period with companies that are or were affiliates are as
follows:
 
GLOBAL CONSUMER PRODUCTS PORTFOLIO
 
<TABLE>
<CAPTION>
                                                                          SALES        NET REALIZED      DIVIDEND
                                                    PURCHASES COST      PROCEEDS        GAIN (LOSS)       INCOME
                                                    ---------------  ---------------  ---------------  ------------
<S>                                                 <C>              <C>              <C>              <C>
O & Y Properties Inc. Sp Wts......................  $     1,996,065  $            --  $            --  $         --
</TABLE>
 
GT GLOBAL HEALTH CARE FUND
 
<TABLE>
<CAPTION>
                                                       PURCHASES          SALES        NET REALIZED      DIVIDEND
                                                         COST           PROCEEDS        GAIN (LOSS)       INCOME
                                                    ---------------  ---------------  ---------------  ------------
<S>                                                 <C>              <C>              <C>              <C>
ATL Ultrasound, Inc...............................  $    22,092,644  $     7,075,476  $     1,636,015  $         --
AVECOR Cardiovascular, Inc........................        1,034,472               --               --            --
Cardiac Pathways Corp.............................        8,400,212               --               --            --
Cardiovascular Dynamics Inc.......................        3,500,454               --               --            --
Catalytica, Inc...................................       10,691,833       16,327,767        8,539,392            --
Cell Therapeutics Inc.............................       12,018,948               --               --            --
Circon Corp.......................................               --        2,739,253          568,655            --
Depotech Corp.....................................       12,202,500        5,683,922          896,972            --
Endosonics Corp...................................       20,775,778        4,411,500         (979,619)           --
INAMED Corp.......................................        3,033,798           90,000         (108,753)           --
Interferon........................................        5,870,743        3,085,840          839,277
Kensey Nash Corp..................................        5,159,335        1,561,197        1,266,168            --
Life Medical Sciences, Inc........................        2,096,223          442,500         (352,500)           --
Micro Therapeutics, Inc...........................        1,800,000           66,248            6,248            --
Photoelectron Corp................................        2,822,805               --               --            --
Physio-Control International Corp.................       16,172,912        1,542,063           65,018            --
Protein Design Labs, Inc..........................       12,029,386       22,123,118           40,261            --
Regeneron Pharmaceuticals, Inc....................       15,114,745        2,161,577          277,371            --
Sunrise Medical, Inc..............................        3,237,927               --               --            --
TheraTech, Inc....................................        7,797,057               --               --            --
Visx, Inc.........................................       12,660,684        8,329,268         (295,181)           --
</TABLE>
 
GT GLOBAL TELECOMMUNICATIONS FUND
 
<TABLE>
<CAPTION>
                                                                          SALES         NET REALIZED      DIVIDEND
                                                    PURCHASES COST      PROCEEDS        GAIN (LOSS)        INCOME
                                                    ---------------  ---------------  ----------------  ------------
<S>                                                 <C>              <C>              <C>               <C>
ANTEC Corp........................................  $            --  $     8,346,027  $    (10,335,549) $         --
Atlantic Tele-Network, Inc........................               --        1,368,992           (86,633)           --
DSP Communications, Inc...........................       22,490,263       10,010,074       (10,387,819)           --
Echostar Communications Corp. "A".................               --               --                --            --
Gandalf Technologies, Inc.........................               --        4,316,779       (27,050,916)           --
Grupo Mexicano de Video - 144A ADR................               --               --                --            --
Himachal Futuristic Communications Ltd. - 144A
  GDR.............................................               --        1,643,750        (7,656,250)           --
Intermedia Communications of Florida, Inc.........          508,750               --                --            --
International Engineering PLC - Foreign...........               --        3,181,312       (15,784,033)      305,427
Millicom International Cellular S.A...............               --               --                --            --
Orbital Sciences Corp.............................          430,000        6,351,505         1,003,380            --
PT Kabelindo Murni - Foreign......................               --        1,394,687        (5,501,277)           --
Spectrian Corp....................................               --       10,450,207        (9,831,404)           --
Tekelec...........................................          292,878       43,271,004        31,126,430            --
Tele 2000 S.A.....................................               --       10,524,931        (2,848,177)           --
Three-Five Systems, Inc...........................               --        1,862,340        (1,738,353)           --
</TABLE>
 
                                      F52
<PAGE>
                             GT GLOBAL THEME FUNDS
 
FEDERAL TAX INFORMATION (UNAUDITED): Listed below is the amount of income
received by the Funds from sources within foreign countries and possessions of
the United States and the amount of taxes paid by the Funds to such countries
for the fiscal year ended October 31, 1997:
 
<TABLE>
<CAPTION>
                                                   FOREIGN                    FOREIGN
                                          -------------------------   -----------------------
FUND                                      SOURCE INCOME   PER SHARE    TAXES PAID   PER SHARE
- ----------------------------------------  -------------   ---------   ------------  ---------
<S>                                       <C>             <C>         <C>           <C>
GT Global Consumer Products and Services
  Fund..................................          --            --             --         --
GT Global Financial Services Fund.......     $699,745      $0.1412    $    77,681    $0.0157
GT Global Health Care Fund..............          --            --             --         --
GT Global Infrastructure Fund...........          --            --             --         --
GT Global Natural Resources Fund........          --            --             --         --
GT Global Telecommunications Fund.......          --            --             --         --
</TABLE>
 
Pursuant to Section 852 of the Internal Revenue Code, the Funds designate the
following amounts as capital gain dividends for the fiscal year ended October
31, 1997:
 
<TABLE>
<CAPTION>
                                          CAPITAL GAIN
FUND                                        DIVIDEND
- ----------------------------------------  ------------
<S>                                       <C>
GT Global Consumer Products and Services
  Fund..................................  $    330,657
GT Global Financial Services Fund.......       740,650
GT Global Health Care Fund..............            --
GT Global Infrastructure Fund...........     3,083,268
GT Global Natural Resources Fund........     2,673,826
GT Global Telecommunications Fund.......   166,632,944
</TABLE>
 
Pursuant to Section 854 of the Internal Revenue Code, the Funds designate the
following percentage amounts of ordinary income dividends paid (including
short-term capital gain distributions, if any) by the Funds as income qualifying
for the dividends received deduction for corporations for the fiscal year ended
October 31, 1997:
 
<TABLE>
<CAPTION>
FUND
- ----------------------------------------
<S>                                       <C>
GT Global Consumer Products and Services
  Fund..................................      2.57%
GT Global Financial Services Fund.......     13.12%
GT Global Health Care Fund..............         --
GT Global Infrastructure Fund...........         --
GT Global Natural Resources Fund........      2.48%
GT Global Telecommunications Fund.......         --
</TABLE>
 
                                      F53
<PAGE>
                             GT GLOBAL THEME FUNDS
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
                             AIM GLOBAL THEME FUNDS
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW,  INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF  INVESTING IN RELATED INDUSTRIES, PLEASE  CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers  access  to the  emerging  and established  markets  of the  Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
                                     [LOGO]
    
 
   
  NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO  GIVE
  ANY  INFORMATION  OR  TO  MAKE  ANY  REPRESENTATION  NOT  CONTAINED  IN THIS
  STATEMENT OF ADDITIONAL INFORMATION AND, IF GIVEN OR MADE, SUCH  INFORMATION
  OR  REPRESENTATION MUST NOT BE RELIED UPON  AS HAVING BEEN AUTHORIZED BY AIM
  INVESTMENT FUNDS, INC., AIM GLOBAL FINANCIAL SERVICES FUND, GLOBAL FINANCIAL
  SERVICES PORTFOLIO, AIM  GLOBAL INFRASTRUCTURE  FUND, GLOBAL  INFRASTRUCTURE
  PORTFOLIO, AIM GLOBAL RESOURCES FUND, GLOBAL RESOURCES PORTFOLIO, AIM GLOBAL
  CONSUMER  PRODUCTS AND SERVICES FUND,  GLOBAL CONSUMER PRODUCTS AND SERVICES
  PORTFOLIO, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL TELECOMMUNICATIONS  FUND,
  A  I M ADVISORS, INC.,  INVESCO (NY), INC. OR A  I M DISTRIBUTORS, INC. THIS
  STATEMENT OF ADDITIONAL INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL  OR
  SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
  JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
  JURISDICTION.
    
                                                                   THESX703   MC
<PAGE>
   
                            AIM GLOBAL INCOME FUNDS:
                                 ADVISOR CLASS
    
 
   
                        50 California Street, 27th Floor
                            San Francisco, CA 94111
                                 (415) 392-6181
                           Toll Free: (800) 824-1580
                      Statement of Additional Information
                                  June 1, 1998
    
 
- --------------------------------------------------------------------------------
 
   
This  Statement of Additional Information relates to the Advisor Class shares of
the AIM Global Government Income Fund ("Government Income Fund"), AIM  Strategic
Income  Fund ("Strategic  Income Fund") and  AIM Global High  Income Fund ("High
Income Fund")  (each, a  "Fund," and,  collectively, "Funds").  Each Fund  is  a
non-diversified  series  of  AIM  Investment  Funds,  Inc.  (the  "Company"),  a
registered open-end management investment company. This Statement of  Additional
Information,  which  is not  a  Prospectus, supplements  and  should be  read in
conjunction with the Funds' current Advisor Class Prospectus dated June 1, 1998,
a copy of which is available without  charge by writing to the above address  or
by calling the Funds at the toll-free telephone number listed above.
    
 
   
A  I  M  Advisors,  Inc.  ("AIM")  serves  as  the  investment  manager  of  and
administrator for,  and INVESCO  (NY), Inc.  (the "Sub-adviser")  serves as  the
sub-adviser  and sub-administrator for the Government Income Fund, the Strategic
Income Fund and the Global High Income Portfolio (the "Portfolio"). AIM and  the
Sub-adviser also serve as the administrator and sub-administrator, respectively,
of  the High Income Fund.  The distributor of the  shares of each Fund  is A I M
Distributors, Inc. ("AIM Distributors"). The Funds' transfer agent is GT  Global
Investor Services, Inc. ("GT Services" or the "Transfer Agent").
    
 
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                                                           Page No.
                                                                                                                           --------
<S>                                                                                                                        <C>
Investment Objectives and Policies.......................................................................................      2
Options, Futures and Currency Strategies.................................................................................      6
Risk Factors.............................................................................................................     15
Investment Limitations...................................................................................................     20
Execution of Portfolio Transactions......................................................................................     24
Directors and Executive Officers.........................................................................................     26
Management...............................................................................................................     29
Valuation of Fund Shares.................................................................................................     31
Information Relating to Sales and Redemptions............................................................................     32
Taxes....................................................................................................................     34
Additional Information...................................................................................................     37
Investment Results.......................................................................................................     38
Description of Debt Ratings..............................................................................................     43
Financial Statements.....................................................................................................     45
</TABLE>
    
 
   
[LOGO]
    
 
                   Statement of Additional Information Page 1
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                       INVESTMENT OBJECTIVES AND POLICIES
 
- --------------------------------------------------------------------------------
 
INVESTMENT OBJECTIVES
   
The  Government Income Fund primarily seeks  high current income and secondarily
seeks capital appreciation and protection of principal through active management
of the maturity structure and currency exposure of its portfolio. The  Strategic
Income  Fund and  the High  Income Fund primarily  seek high  current income and
secondarily seek capital appreciation. The High Income Fund seeks to achieve its
investment  objectives  by  investing  all  of  its  investable  assets  in  the
Portfolio,  which is  a non-diversified  open-end management  investment company
with investment objectives identical to those  of the Fund. Whenever the  phrase
"all  of the Fund's investable assets" is  used herein and in the Prospectus, it
means that the only investment securities held  by the High Income Fund will  be
its  interest in the Portfolio. The High Income Fund may withdraw its investment
in the  Portfolio  at  any time,  if  the  Board of  Directors  of  the  Company
determines  that it is in the best interests of the Fund and its shareholders to
do so. Upon any such withdrawal, the High Income Fund's assets would be invested
in accordance with the investment policies of the Portfolio described below  and
in the Prospectus.
    
 
INVESTMENT IN EMERGING MARKETS
The  Portfolio seeks its objectives by investing, under normal circumstances, at
least 65% of its total assets in debt securities of issuers in emerging markets.
The Strategic Income Fund may invest up to 50% of its assets in debt  securities
of  issuers in emerging markets. The Strategic  Income Fund and the Portfolio do
not consider the following countries to be emerging markets: Australia, Austria,
Belgium,  Canada,  Denmark,   France,  Germany,  Ireland,   Italy,  Japan,   the
Netherlands,  New Zealand,  Norway, Spain, Sweden,  Switzerland, United Kingdom,
and United States.
 
In addition to  the factors set  forth in the  Prospectus, the Sub-adviser  will
also  consider,  when determining  what  countries constitute  emerging markets,
data, analysis, and classification of countries published or disseminated by the
International Bank for  Reconstruction and  Development (commonly  known as  the
World Bank) and the International Finance Corporation.
 
SELECTION OF DEBT INVESTMENTS
In  determining  the  appropriate  distribution  of  investments  among  various
countries and geographic regions for  the Government Income Fund, the  Strategic
Income  Fund  and  the  Portfolio,  the  Sub-adviser  ordinarily  considers  the
following factors: prospects  for relative economic  growth among the  different
countries in which the Government Income Fund, the Strategic Income Fund and the
Portfolio   may  invest;  expected  levels  of  inflation;  government  policies
influencing business conditions; the outlook for currency relationships; and the
range of  the individual  investment  opportunities available  to  international
investors.
 
The  Government Income  Fund, the  Strategic Income  Fund and  the Portfolio may
invest  in  the  following  types  of  money  market  instruments  (i.e.,   debt
instruments  with less than  12 months remaining  until maturity) denominated in
U.S. dollars or other  currencies: (a) obligations issued  or guaranteed by  the
U.S.    or   foreign   governments,   their   agencies,   instrumentalities   or
municipalities; (b)  obligations  of  international  organizations  designed  or
supported   by  multiple  foreign  governmental  entities  to  promote  economic
reconstruction  or  development;  (c)  finance  company  obligations,  corporate
commercial   paper  and  other  short-term   commercial  obligations;  (d)  bank
obligations (including certificates of  deposit, time deposits, demand  deposits
and bankers' acceptances), subject to the restriction that the Government Income
Fund,  the Strategic Income Fund and the  Portfolio may not invest more than 25%
of their respective total assets  in bank securities; (e) repurchase  agreements
with  respect to the  foregoing; and (f)  other substantially similar short-term
debt securities with comparable characteristics.
 
INVESTMENTS IN OTHER INVESTMENT COMPANIES
With respect to certain  countries, investments by  the Government Income  Fund,
the  Strategic  Income Fund  and the  Portfolio  presently may  be made  only by
acquiring shares of other investment companies (including investment vehicles or
companies advised by  the Sub-adviser  or its  affiliates ("Affiliated  Funds"))
with  local governmental approval to invest in  those countries. At such time as
direct investment in these countries is allowed, the Government Income Fund, the
Strategic Income Fund and the  Portfolio anticipate investing directly in  these
markets. The Government Income Fund, the
 
                   Statement of Additional Information Page 2
<PAGE>
                            AIM GLOBAL INCOME FUNDS
Strategic  Income Fund and  the Portfolio may  also invest in  the securities of
closed-end investment companies within the limits of the Investment Company  Act
of  1940, as amended ("1940 Act").  These limitations currently provide that, in
part, a Fund or the Portfolio may purchase shares of another investment  company
unless (a) such a purchase would cause the Government Income Fund, the Strategic
Income  Fund or the Portfolio to own in  the aggregate more than 3% of the total
outstanding voting securities of the investment  company or (b) such a  purchase
would  cause  the  Government Income  Fund,  the  Strategic Income  Fund  or the
Portfolio to have more than  5% of its total  assets invested in the  investment
company or more than 10% of its aggregate assets invested in an aggregate of all
such  investment  companies.  The  foregoing limitations  do  not  apply  to the
investment by the High  Income Fund in the  Portfolio. Investment in  investment
companies  may involve  the payment of  substantial premiums above  the value of
such companies' portfolio securities. The Government Income Fund, the  Strategic
Income  Fund  and the  Portfolio  do not  intend  to invest  in  such investment
companies unless, in the judgment of the Sub-adviser, the potential benefits  of
such  investments justify the payment of  any applicable premiums. The return on
such securities  will  be  reduced  by  operating  expenses  of  such  companies
including  payments to  the investment  managers of  those investment companies.
With respect  to investments  in Affiliated  Funds, the  Sub-adviser waives  its
advisory fee to the extent that such fees are based on assets of a Fund invested
in Affiliated Funds.
 
SAMURAI AND YANKEE BONDS
The  Government Income  Fund, the  Strategic Income  Fund and  the Portfolio may
invest in yen-denominated bonds sold in Japan by non-Japanese issuers  ("Samurai
bonds"), and may invest in dollar-denominated bonds sold in the United States by
non-U.S.  issuers ("Yankee  bonds"). It is  the policy of  the Government Income
Fund, the Strategic Income Fund and the Portfolio to invest in Samurai or Yankee
bond issues  only  after  taking  into account  considerations  of  quality  and
liquidity, as well as yield.
 
WARRANTS OR RIGHTS
Warrants  or rights may be acquired by the Government Income Fund, the Strategic
Income Fund or the Portfolio in  connection with other securities or  separately
and  provide a Fund or the Portfolio with  the right to purchase at a later date
other securities of the issuer.
 
LENDING OF PORTFOLIO SECURITIES
For the purpose of realizing additional income, the Government Income Fund,  the
Strategic  Income  Fund or  the Portfolio  may make  secured loans  of portfolio
securities amounting to not more than 30% of its total assets. Securities  loans
are  made to  broker/dealers or  institutional investors  pursuant to agreements
requiring that the loans continuously be secured by collateral at least equal at
all times to the value of the securities lent plus any accrued interest, "marked
to market" on  a daily basis.  The Funds  and the Portfolio  may pay  reasonable
administrative  and custodial fees  in connection with  loans of its securities.
While the  securities  loan is  outstanding,  the Government  Income  Fund,  the
Strategic  Income Fund and the Portfolio will continue to receive the equivalent
of the interest or dividends  paid by the issuer on  the securities, as well  as
interest  on the investment  of the collateral  or a fee  from the borrower. The
Government Income Fund, the  Strategic Income Fund and  the Portfolio each  will
have  a right  to call  each loan  and obtain  the securities  within the stated
settlement period. The Government Income Fund, the Strategic Income Fund and the
Portfolio will not have the right to vote equity securities while they are lent,
but each may call in a loan in anticipation of any important vote. Loans will be
made only to firms deemed by the Sub-adviser to be of good standing and will not
be made unless,  in the  judgment of the  Sub-adviser, the  consideration to  be
earned from such loans would justify the risk.
 
COMMERCIAL BANK OBLIGATIONS
For  the purposes of the Strategic  Income Fund's and the Portfolio's investment
policies with respect to  bank obligations, obligations  of foreign branches  of
U.S.  banks and of foreign banks are obligations  of the issuing bank and may be
general obligations  of  the parent  bank.  Such obligations,  however,  may  be
limited  by the terms of a specific  obligation and by government regulation. As
with  investment  in  non-U.S.  securities   in  general,  investments  in   the
obligations  of foreign branches of U.S. banks  and of foreign banks may subject
the the Strategic  Income Fund and  the Portfolio to  investment risks that  are
different  in some respects from those of investments in obligations of domestic
issuers. Although the  Strategic Income  Fund and the  Portfolio typically  will
acquire  obligations issued and supported by the credit of U.S. or foreign banks
having total assets at  the time of  purchase in excess of  $1 billion, this  $1
billion  figure is not an investment policy or restriction of either Fund or the
Portfolio. For  the purposes  of  calculation with  respect  to the  $1  billion
figure,  the assets of a bank  will be deemed to include  the assets of its U.S.
and non-U.S. branches.
 
REPURCHASE AGREEMENTS
A repurchase agreement is a  transaction in which the  Fund or Portfolio buys  a
security  from a bank or recognized securities dealer and simultaneously commits
to resell that security to the bank or dealer at an agreed upon price, date  and
market  rate  of  interest unrelated  to  the  coupon rate  or  maturity  of the
purchased security. Although repurchase agreements carry
 
                   Statement of Additional Information Page 3
<PAGE>
                            AIM GLOBAL INCOME FUNDS
certain risks not  associated with direct  investments in securities,  including
possible decline in the market value of the underlying securities and delays and
costs  to the Funds or Portfolio if  the other party to the repurchase agreement
becomes bankrupt, the Government Income Fund, the Strategic Income Fund and  the
Portfolio  intend  to  enter  into repurchase  agreements  only  with  banks and
broker/dealers believed by the  Sub-adviser to present  minimal credit risks  in
accordance  with guidelines  approved by the  Company's Board  of Directors. The
Sub-adviser reviews and monitors the creditworthiness of such institutions under
the Board's general supervision.
 
The Government Income  Fund, the Strategic  Income Fund and  the Portfolio  will
invest only in repurchase agreements collateralized at all times in an amount at
least  equal to the repurchase  price plus accrued interest.  To the extent that
the proceeds from any sale of such  collateral upon a default in the  obligation
to  repurchase were less than the  repurchase price, the Government Income Fund,
the Strategic Income Fund or the Portfolio would suffer a loss. If the financial
institution which is party to the repurchase agreement petitions for  bankruptcy
or  otherwise  becomes subject  to bankruptcy  or other  liquidation proceedings
there may be restrictions  on the Government Income  Fund, the Strategic  Income
Fund's  or the  Portfolio's ability  to sell  the collateral  and the Government
Income Fund, the  Strategic Income Fund  or the Portfolio  could suffer a  loss.
However,  with respect to financial institutions whose bankruptcy or liquidation
proceedings are subject to the U.S. Bankruptcy Code, the Government Income Fund,
the Strategic Income  Fund and the  Portfolio intend to  comply with  provisions
under  such Code that would  allow the immediate resale  of such collateral. The
Government Income  Fund  will not  enter  into  a repurchase  agreement  with  a
maturity  of more than seven days if, as a result, more than 10% of the value of
its total  assets would  be invested  in such  repurchase agreements  and  other
illiquid  investments  and  securities  for which  no  readily  available market
exists.
 
BORROWING, REVERSE REPURCHASE AGREEMENTS AND "ROLL" TRANSACTIONS
The Government Income Fund's borrowings will not exceed 30% of the Fund's  total
assets,  i.e., the Fund's total assets at all  times will equal at least 300% of
the amount of outstanding borrowings. If market fluctuations in the value of the
Fund's portfolio holdings or other factors  cause the ratio of the Fund's  total
assets  to  outstanding  borrowings  to  fall  below  300%,  within  three  days
(excluding Sundays and holidays) of such event the Fund may be required to  sell
portfolio  securities to  restore the 300%  asset coverage, even  though from an
investment standpoint such sales might be disadvantageous. The Strategic  Income
Fund's  and the Portfolio's borrowings will not  exceed 33 1/3% of the Strategic
Income Fund's or the Portfolio's, respective total assets. The Government Income
Fund, the Strategic Income Fund  and the Portfolio each may  borrow up to 5%  of
its  respective total assets  for temporary or emergency  purposes other than to
meet redemptions. Any  borrowing by a  Fund or the  Portfolio may cause  greater
fluctuation in the value of its shares than would be the case if the Fund or the
Portfolio did not borrow.
 
The  Government Income Fund's,  the Strategic Income  Fund's and the Portfolio's
fundamental investment  limitations permit  it to  borrow money  for  leveraging
purposes. The Government Income Fund, however, currently is prohibited, pursuant
to  a  non-fundamental  investment  policy, from  borrowing  money  in  order to
purchase securities. Nevertheless, this policy may be changed in the future by a
vote of a  majority of the  Company's Board of  Directors. The Strategic  Income
Fund  and Portfolio may borrow for  leveraging purposes. If the Strategic Income
Fund or  the  Portfolio  employs  leverage,  it  would  be  subject  to  certain
additional  risks. Use of leverage creates  an opportunity for greater growth of
capital but would  exaggerate any increases  or decreases in  the Fund's or  the
Portfolio's  net asset value. When the  income and gains on securities purchased
with the  proceeds  of borrowings  exceed  the  costs of  such  borrowings,  the
Government  Income  Fund's,  the  Strategic  Income  Fund's  or  the Portfolio's
earnings or net  asset value will  increase faster than  otherwise would be  the
case; conversely, if such income and gains fail to exceed such costs, the Fund's
or  the Portfolio's earnings or net asset  value would decline faster than would
otherwise be the case.
 
The Government Income  Fund, the  Strategic Income  Fund and  the Portfolio  may
enter  into reverse repurchase  agreements. A reverse  repurchase agreement is a
borrowing transaction in which a Fund or the Portfolio transfers possession of a
security to another party, such as a bank or broker/dealer, in return for  cash,
and  agrees to repurchase  the security in  the future at  an agreed upon price,
which includes an interest component. The Government Income Fund, the  Strategic
Income  Fund and the Portfolio also  may engage in "roll" borrowing transactions
which involve a Fund's or the  Portfolio's sale of Government National  Mortgage
Association  certificates or  other securities  together with  a commitment (for
which a Fund or the  Portfolio may receive a fee)  to purchase similar, but  not
identical,  securities  at  a  future  date.  The  Government  Income  Fund, the
Strategic Income Fund and the Portfolio will segregate with a custodian, cash or
liquid securities in an amount sufficient to cover its obligations under  "roll"
transactions   and  reverse  repurchase  agreements  with  broker/  dealers.  No
segregation is required for reverse repurchase agreements with banks.
 
                   Statement of Additional Information Page 4
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
SHORT SALES
The Government Income Fund, the Strategic Income Fund and the Portfolio may make
short sales of securities, although they have no current intention of doing  so.
A  short sale is a transaction in which a Fund or the Portfolio sells a security
in anticipation  that  the market  price  of  that security  will  decline.  The
Government  Income Fund,  the Strategic Income  Fund and the  Portfolio may make
short sales as a form of hedging to offset potential declines in long  positions
in  securities  it owns,  or  anticipates acquiring,  and  in order  to maintain
portfolio flexibility. The Government Income Fund, the Strategic Income Fund and
the Portfolio only may make short sales "against the box." In this type of short
sale, at the time of  the sale, the Fund or  the Portfolio owns the security  it
has  sold short  or has  the immediate  and unconditional  right to  acquire the
identical security at no additional cost.
 
In a short sale, the seller does not immediately deliver the securities sold and
does not receive the proceeds from the sale. To make delivery to the  purchaser,
the  executing broker borrows the  securities being sold short  on behalf of the
seller. The seller is said to have a short position in the securities sold until
it delivers the securities sold, at which  time it receives the proceeds of  the
sale.  To secure its obligation to deliver securities sold short, the Government
Income Fund,  the Strategic  Income Fund  or  the Portfolio  will deposit  in  a
separate account with its custodian an equal amount of the securities sold short
or  securities convertible into or exchangeable  for such securities at no cost.
The Government Income  Fund, the Strategic  Income Fund or  the Portfolio  could
close  out a short position by purchasing  and delivering an equal amount of the
securities sold short, rather than by delivering securities already held by  the
Fund  or the Portfolio, because the Fund or the Portfolio might want to continue
to receive interest and  dividend payments on securities  in its portfolio  that
are convertible into the securities sold short.
 
The  Government Income Fund,  the Strategic Income Fund  and the Portfolio might
make a short sale "against the box" in order to hedge against market risks  when
the  Sub-adviser believes that  the price of  a security may  decline, causing a
decline in the  value of a  security owned  by the Government  Income Fund,  the
Strategic  Income  Fund  or the  Portfolio  or  a security  convertible  into or
exchangeable for  such  security.  In  such  case,  any  future  losses  in  the
Government  Income Fund's, the  Strategic Income Fund's  Fund or the Portfolio's
long position should be reduced by a gain in the short position. Conversely, any
gain in the long position should be reduced by a loss in the short position. The
extent to which  such gains  or losses  in the  long position  are reduced  will
depend  upon the amount of  the securities sold short  relative to the amount of
the securities the Fund  or the Portfolio owns,  either directly or  indirectly,
and,  in the  case where  a Fund or  the Portfolio  owns convertible securities,
changes in  the investment  values or  conversion premiums  of such  securities.
There  will be certain additional transaction  costs associated with short sales
"against the box," but  a Fund or  the Portfolio will  endeavor to offset  these
costs with income from the investment of the cash proceeds of short sales.
 
                   Statement of Additional Information Page 5
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                    OPTIONS, FUTURES AND CURRENCY STRATEGIES
 
- --------------------------------------------------------------------------------
 
SPECIAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES
The  use of options, futures contracts  and forward currency contracts ("Forward
Contracts") involves special considerations and risks, as described below. Risks
pertaining to particular instruments are described in the sections that follow.
 
        (1) Successful  use  of  most  of these  instruments  depends  upon  the
    Sub-adviser's  ability to  predict movements  of the  overall securities and
    currency markets, which requires different skills than predicting changes in
    the prices of individual securities. While the Sub-adviser is experienced in
    the use of these instruments, there can be no assurance that any  particular
    strategy adopted will succeed.
 
        (2)  There  might  be  imperfect correlation,  or  even  no correlation,
    between price  movements  of  an  instrument  and  price  movements  of  the
    investments being hedged. For example, if the value of an instrument used in
    a  short hedge  increased by less  than the  decline in value  of the hedged
    investment, the  hedge  would  not  be fully  successful.  Such  a  lack  of
    correlation  might  occur  due to  factors  unrelated  to the  value  of the
    investments being  hedged, such  as speculative  or other  pressures on  the
    markets  in which  the hedging  instrument is  traded. The  effectiveness of
    hedges using hedging  instruments on indices  will depend on  the degree  of
    correlation  between price movements in the index and price movements in the
    investments being hedged.
 
        (3) Hedging strategies, if successful, can reduce risk of loss by wholly
    or partially offsetting the negative  effect of unfavorable price  movements
    in the investments being hedged. However, hedging strategies can also reduce
    opportunity  for gain by  offsetting the positive  effect of favorable price
    movements in the hedged investments. For example, if a Fund or the Portfolio
    entered into a short  hedge because the Sub-adviser  projected a decline  in
    the  price of a security in the Fund's or the Portfolio's portfolio, and the
    price of that security increased instead, the gain from that increase  might
    be  wholly or  partially offset  by a  decline in  the price  of the hedging
    instrument. Moreover, if  the price  of the hedging  instrument declined  by
    more  than  the increase  in  the price  of the  security,  the Fund  or the
    Portfolio could  suffer  a  loss. In  either  such  case, the  Fund  or  the
    Portfolio would have been in a better position had it not hedged at all.
 
        (4)  As described below,  a Fund or  the Portfolio might  be required to
    maintain assets  as "cover,"  maintain segregated  accounts or  make  margin
    payments  when it  takes positions  in instruments  involving obligations to
    third parties (I.E., instruments other than purchased options). If a Fund or
    the Portfolio were unable to close out its positions in such instruments, it
    might be required to  continue to maintain such  assets or accounts or  make
    such  payments until the position expired or matured. The requirements might
    impair the Fund's  ability or the  Portfolio's ability to  sell a  portfolio
    security  or  make  an investment  at  a  time when  it  would  otherwise be
    favorable to  do so,  or  require that  the Fund  or  the Portfolio  sell  a
    portfolio  security at a disadvantageous time. The Fund's or the Portfolio's
    ability to close  out a  position in an  instrument prior  to expiration  or
    maturity  depends on the existence  of a liquid secondary  market or, in the
    absence of such a market, the ability and willingness of the other party  to
    the transaction ("contra party") to enter into a transaction closing out the
    position.  Therefore, there is no assurance  that any position can be closed
    out at a time and price that is favorable to the Fund or the Portfolio.
 
WRITING CALL OPTIONS
The Government Income  Fund, the  Strategic Income  Fund and  the Portfolio  may
write  (sell) call options  on securities, indices  and currencies. Call options
generally will be written on securities  and currencies that, in the opinion  of
the  Sub-adviser are  not expected  to make  any major  price moves  in the near
future but that, over the long term, are deemed to be attractive investments for
the Government Income Fund, the Strategic Income Fund and the Portfolio.
 
A call option  gives the  holder (buyer)  the right  to purchase  a security  or
currency  at a specified price (the exercise  price) at any time until (American
style) or on (European style) a certain  date (the expiration date). So long  as
the  obligation of the writer of a call  option continues, he may be assigned an
exercise notice, requiring him  to deliver the  underlying security or  currency
against  payment  of the  exercise price.  This  obligation terminates  upon the
expiration of the call option, or such
 
                   Statement of Additional Information Page 6
<PAGE>
                            AIM GLOBAL INCOME FUNDS
earlier time  at which  the writer  effects a  closing purchase  transaction  by
purchasing an option identical to that previously sold.
 
Portfolio  securities or currencies on which call options may be written will be
purchased solely on  the basis  of investment considerations  consistent with  a
Fund's or the Portfolio's investment objectives. When writing a call option, the
Government  Income Fund, the  Strategic Income Fund or  the Portfolio, in return
for the premium, gives up  the opportunity for profit  from a price increase  in
the  underlying security or  currency above the exercise  price, and retains the
risk of loss should the  price of the security  or currency decline. Unlike  one
who  owns  securities or  currencies not  subject to  an option,  a Fund  or the
Portfolio has no control  over when it  may be required  to sell the  underlying
securities  or currencies, since most options may be exercised at any time prior
to the option's expiration. If  a call option that a  Fund or the Portfolio  has
written  expires, the Fund or the Portfolio will realize a gain in the amount of
the premium; however, such gain may be  offset by a decline in the market  value
of  the underlying security  or currency during  the option period.  If the call
option is exercised, the Fund or the Portfolio will realize a gain or loss  from
the  sale of  the underlying  security or currency,  which will  be increased or
offset by the premium received. The Government Income Fund, the Strategic Income
Fund and the Portfolio do not consider a security or currency covered by a  call
option to be "pledged" as that term is used in the Government Income Fund's, the
Strategic  Income Fund's and the  Portfolio's fundamental investment policy that
limits the pledging or mortgaging of its assets.
 
Writing call options can serve as a limited short hedge because declines in  the
value  of the  hedged investment would  be offset  to the extent  of the premium
received  for  writing  the  option.  However,  if  the  security  or   currency
appreciates to a price higher than the exercise price of the call option, it can
be  expected that the option will be exercised  and a Fund or the Portfolio will
be obligated to sell the security or currency at less than its market value.
 
The premium that the  Government Income Fund, the  Strategic Income Fund or  the
Portfolio  receives for writing a call option is deemed to constitute the market
value of  an option.  The premium  a Fund  or the  Portfolio will  receive  from
writing a call option will reflect, among other things, the current market price
of  the underlying  investment, the relationship  of the exercise  price to such
market price, the historical price volatility of the underlying investment,  and
the length of the option period. In determining whether a particular call option
should  be  written, the  Sub-adviser will  consider  the reasonableness  of the
anticipated premium and the likelihood that a liquid secondary market will exist
for those options.
 
Closing transactions  will  be effected  in  order to  realize  a profit  on  an
outstanding  call option,  to prevent  an underlying  security or  currency from
being called, or  to permit  the sale of  the underlying  security or  currency.
Furthermore,  effecting a closing transaction  will permit the Government Income
Fund, the Strategic Income Fund or the Portfolio to write another call option on
the underlying  security or  currency with  either a  different exercise  price,
expiration date or both.
 
The Government Income Fund, the Strategic Income Fund and the Portfolio will pay
transaction costs in connection with the writing of options and in entering into
closing  purchase  contracts.  Transaction costs  relating  to  options activity
normally are higher than  those applicable to purchases  and sales of  portfolio
securities.
 
The  exercise price of the  options may be below, equal  to or above the current
market values of the underlying securities or currencies at the time the options
are written.  From  time to  time,  a Fund  or  the Portfolio  may  purchase  an
underlying  security or currency for delivery in accordance with the exercise of
an option, rather than delivering such security or currency from its  portfolio.
In such cases, additional costs will be incurred.
 
A  Fund or the Portfolio  will realize a profit or  loss from a closing purchase
transaction if the cost of the  transaction is less or more, respectively,  than
the  premium received from  writing the option. Because  increases in the market
price of a call option generally will  reflect increases in the market price  of
the underlying security or currency, any loss resulting from the repurchase of a
call  option is likely to be  offset in whole or in  part by appreciation of the
underlying security or currency owned by a Fund or the Portfolio.
 
WRITING PUT OPTIONS
The Government Income  Fund, the  Strategic Income  Fund and  the Portfolio  may
write  put options on securities, indices and currencies. A put option gives the
purchaser of  the  option  the  right  to sell,  and  the  writer  (seller)  the
obligation  to buy, the underlying security or currency at the exercise price at
any time until (American style) or on (European style) the expiration date.  The
operation  of put options  in other respects, including  their related risks and
rewards, is substantially identical to that of call options.
 
A Fund or the Portfolio generally would write put options in circumstances where
the Sub-adviser wishes to purchase the  underlying security or currency for  the
Fund's  or the Portfolio's  portfolio at a  price lower than  the current market
price of
 
                   Statement of Additional Information Page 7
<PAGE>
                            AIM GLOBAL INCOME FUNDS
the security or currency. In such event, the Fund or the Portfolio would write a
put option at an  exercise price that,  reduced by the  premium received on  the
option,  reflects the lower  price it is willing  to pay. Since  the Fund or the
Portfolio  also  would  receive  interest  on  debt  securities  or   currencies
maintained  to cover the exercise  price of the option,  this technique could be
used to enhance current return during periods of market uncertainty. The risk in
such a transaction would be that the market price of the underlying security  or
currency would decline below the exercise price less the premiums received.
 
Writing  put options can serve as a  limited long hedge because increases in the
value of the  hedged investment would  be offset  to the extent  of the  premium
received   for  writing  the  option.  However,  if  the  security  or  currency
depreciates to a price lower than the  exercise price of the put option, it  can
be  expected that the put  option will be exercised and  a Fund or the Portfolio
will be  obligated to  purchase the  security or  currency at  greater than  its
market value.
 
PURCHASING PUT OPTIONS
The  Government Income  Fund, the  Strategic Income  Fund and  the Portfolio may
purchase put options on securities, indices  and currencies. As the holder of  a
put  option,  the  Government Income  Fund,  the  Strategic Income  Fund  or the
Portfolio would have the  right to sell the  underlying security or currency  at
the exercise price at any time until (American style) or on (European style) the
expiration  date. The Government  Income Fund, the Strategic  Income Fund or the
Portfolio may enter into closing sale transactions with respect to such options,
exercise them or permit them to expire.
 
A Fund or the Portfolio may purchase  a put option on an underlying security  or
currency  ("protective put")  owned by  the Fund or  the Portfolio  as a hedging
technique in order to protect against an anticipated decline in the value of the
security or currency. Such hedge protection is provided only during the life  of
the  put option when the Fund or the Portfolio, as the holder of the put option,
is able to sell the  underlying security or currency  at the put exercise  price
regardless  of  any  decline  in  the  underlying  security's  market  price  or
currency's exchange  value.  The  premium  paid  for  the  put  option  and  any
transaction  costs would reduce any  profit otherwise available for distribution
when the security or currency eventually is sold.
 
The Government Income Fund, the Strategic Income Fund and the Portfolio also may
purchase put options at a time when that Fund or the Portfolio does not own  the
underlying  security or  currency. By  purchasing put  options on  a security or
currency it  does not  own, a  Fund or  the Portfolio  seeks to  benefit from  a
decline  in the market price of the  underlying security or currency. If the put
option is not sold when it has remaining  value, and if the market price of  the
underlying  security or currency  remains equal to or  greater than the exercise
price during the life of the put option, the Fund or the Portfolio will lose its
entire investment in the put option. In  order for the purchase of a put  option
to  be profitable, the market price of  the underlying security or currency must
decline  sufficiently  below  the  exercise  price  to  cover  the  premium  and
transaction costs, unless the put option is sold in a closing sale transaction.
 
PURCHASING CALL OPTIONS
The  Government  Income Fund,  the Strategic  Income Fund  or the  Portfolio may
purchase call options on securities, indices and currencies. As the holder of  a
call  option,  a Fund  or the  Portfolio would  have the  right to  purchase the
underlying security  or  currency  at  the exercise  price  at  any  time  until
(American  style) or  on (European  style) the  expiration date.  A Fund  or the
Portfolio may enter into closing sale transactions with respect to such options,
exercise them or permit them to expire.
 
Call options may  be purchased by  a Fund or  the Portfolio for  the purpose  of
acquiring  the underlying  security or currency  for its  portfolio. Utilized in
this fashion,  the  purchase  of call  options  would  enable the  Fund  or  the
Portfolio  to acquire the security or currency at the exercise price of the call
option plus the premium paid. At times,  the net cost of acquiring the  security
or  currency in this manner may be less  than the cost of acquiring the security
or currency  directly. This  technique  also may  be useful  to  a Fund  or  the
Portfolio in purchasing a large block of securities that would be more difficult
to  acquire by direct market purchases. So long  as it holds such a call option,
rather than the underlying security or currency itself, a Fund or the  Portfolio
is  partially protected from any  unexpected decline in the  market price of the
underlying security or currency and, in such event, could allow the call  option
to  expire, incurring  a loss  only to the  extent of  the premium  paid for the
option.
 
The Government Income Fund, the Strategic Income Fund and the Portfolio also may
purchase call options on  underlying securities or currencies  it owns to  avoid
realizing losses that would result in a reduction of a Fund's or the Portfolio's
current  return. For example, where  a Fund or the  Portfolio has written a call
option on an underlying security or currency having a current market value below
the price at which  it purchased the  security or currency,  an increase in  the
market price could result in the exercise of the call option written by the Fund
or  the Portfolio and  the realization of  a loss on  the underlying security or
currency. Accordingly, the Fund or the Portfolio could purchase a call option on
the same underlying security  or currency, which could  be exercised to  fulfill
the Fund's or the Portfolio's delivery obligations under
 
                   Statement of Additional Information Page 8
<PAGE>
                            AIM GLOBAL INCOME FUNDS
its written call (if it is exercised). This strategy could allow the Fund or the
Portfolio  to avoid selling the portfolio security or currency at a time when it
has an unrealized loss; however, the Fund  or the Portfolio would have to pay  a
premium to purchase the call option plus transaction costs.
 
Aggregate  premiums paid for put and call options will not exceed 5% of a Fund's
or the Portfolio's total assets at the time of purchase.
 
The Government  Income Fund,  the Strategic  Income Fund  or the  Portfolio  may
attempt  to accomplish  objectives similar  to those  involved in  using Forward
Contracts by purchasing put or call options on currencies. A put option gives  a
Fund  or the Portfolio as purchaser the right (but not the obligation) to sell a
specified amount of currency at the  exercise price at any time until  (American
style)  or on (European style) the expiration of the option. A call option gives
a Fund or  the Portfolio  as purchaser  the right  (but not  the obligation)  to
purchase  a specified amount of currency at the exercise price at any time until
(American style) or on (European style) the expiration of the option. A Fund  or
the  Portfolio might  purchase a  currency put  option, for  example, to protect
itself against a decline in the dollar value of a currency in which it holds  or
anticipates  holding securities. If the  currency's value should decline against
the dollar, the loss in currency value should be offset, in whole or in part, by
an increase in the value of the put. If the value of the currency instead should
rise against the dollar, any gain to the Fund or the Portfolio would be  reduced
by  the premium it had paid for the  put option. A currency call option might be
purchased, for example, in anticipation of, or to protect against, a rise in the
value against  the dollar  of a  currency in  which the  Fund or  the  Portfolio
anticipates purchasing securities.
 
Options  may  be either  listed  on an  exchange  or traded  in over-the-counter
("OTC") markets. Listed options are third-party contracts (I.E., performance  of
the  obligations of the  purchaser and seller  is guaranteed by  the exchange or
clearing corporation), and have standardized strike prices and expiration dates.
OTC options are two-party contracts with negotiated strike prices and expiration
dates. The Funds and the  Portfolio will not purchase  an OTC option unless  the
Fund  or  the Portfolio  believes  that daily  valuations  for such  options are
readily obtainable. OTC options differ from exchange-traded options in that  OTC
options  are  transacted  with  dealers  directly  and  not  through  a clearing
corporation (which guarantees  performance). Consequently,  there is  a risk  of
non-performance  by the dealer.  Since no exchange is  involved, OTC options are
valued on the basis of an average of the last bid prices obtained from  dealers,
unless  a quotation from only  one dealer is available,  in which case only that
dealer's price  will be  used. In  the  case of  OTC options,  there can  be  no
assurance that a liquid secondary market will exist for any particular option at
any specific time.
 
The  staff of the Securities and Exchange Commission ("SEC") considers purchased
OTC options to be illiquid securities. A Fund or the Portfolio may also sell OTC
options and, in connection therewith, segregate assets or cover its  obligations
with  respect to OTC  options written by  the Fund or  the Portfolio. The assets
used as  cover for  OTC options  written  by a  Fund or  the Portfolio  will  be
considered  illiquid unless  the OTC options  are sold to  qualified dealers who
agree that the Fund or the Portfolio may repurchase any OTC option it writes  at
a maximum price to be calculated by a formula set forth in the option agreement.
The  cover  for  an  OTC  option written  subject  to  this  procedure  would be
considered illiquid only to the extent  that the maximum repurchase price  under
the formula exceeds the intrinsic value of the option.
 
A  Fund's or  the Portfolio's  ability to establish  and close  out positions in
exchange-listed options depends on the existence  of a liquid market. Each  Fund
and  the  Portfolio  intends to  purchase  or write  only  those exchange-traded
options for which there appears to be a liquid secondary market. However,  there
can  be  no assurance  that such  a market  will exist  at any  particular time.
Closing transactions can be  made for OTC options  only by negotiating  directly
with  the contra party or  by a transaction in the  secondary market if any such
market exists. Although each Fund and the Portfolio will enter into OTC  options
only  with  contra parties  that are  expected  to be  capable of  entering into
closing transactions with the Fund or the Portfolio, there is no assurance  that
the  Fund or  the Portfolio  will in  fact be  able to  close out  an OTC option
position at a favorable price prior to expiration. In the event of insolvency of
the contra party, the Fund or the Portfolio might be unable to close out an  OTC
option position at any time prior to its expiration.
 
INDEX OPTIONS
Puts and calls on indices are similar to puts and calls on securities or futures
contracts  except that all settlements  are in cash and  gain or loss depends on
changes in the index in question (and thus on price movements in the  securities
market  or a particular market sector  generally) rather than on price movements
in individual securities  or futures  contracts. When  a Fund  or the  Portfolio
writes  a call on an index, it receives  a premium and agrees that, prior to the
expiration date, the  purchaser of  the call, upon  exercise of  the call,  will
receive from the Fund or the Portfolio an amount of cash if the closing level of
the index upon which the call is based is greater than the exercise price of the
call. The amount of cash is equal to the difference between the closing price of
the  index and the  exercise price of  the call times  a specified multiple (the
"multiplier"), which determines the  total dollar value for  each point of  such
difference.  When a Fund  or the Portfolio  buys a call  on an index,  it pays a
premium and has the same rights as to such calls as are indicated above. When  a
Fund or the
 
                   Statement of Additional Information Page 9
<PAGE>
                            AIM GLOBAL INCOME FUNDS
Portfolio  buys a put on an index, it pays a premium and has the right, prior to
the expiration date, to require  the seller of the put,  upon the Fund's or  the
Portfolio's  exercise of  the put, to  deliver to  the Fund or  the Portfolio an
amount of cash if the closing level of the index upon which the put is based  is
less  than the exercise price of the put,  which amount of cash is determined by
the multiplier,  as described  above for  calls. When  a Fund  or the  Portfolio
writes a put on an index, it receives a premium and the purchaser has the right,
prior to the expiration date, to require the Fund or the Portfolio to deliver to
it  an amount of cash  equal to the difference between  the closing level of the
index and the exercise price times the multiplier, if the closing level is  less
than the exercise price.
 
The  risks  of  investment in  index  options  may be  greater  than  options on
securities. Because  index options  are settled  in  cash, when  a Fund  or  the
Portfolio  writes  a call  on  an index  it cannot  provide  in advance  for its
potential  settlement  obligations  by  acquiring  and  holding  the  underlying
securities.  A Fund or  the Portfolio can offset  some of the  risk of writing a
call index  option position  by holding  a diversified  portfolio of  securities
similar  to those on which the underlying index is based. However, a Fund or the
Portfolio cannot, as a practical matter, acquire and hold a portfolio containing
exactly the same securities as underlie the index and, as a result, bears a risk
that the value of the securities held will vary from the value of the index.
 
Even if  a Fund  or the  Portfolio could  assemble a  securities portfolio  that
exactly  reproduced the composition of the  underlying index, it still would not
be fully covered from a risk standpoint because of the "timing risk" inherent in
writing index options.  When an index  option is exercised,  the amount of  cash
that  the holder is entitled to receive  is determined by the difference between
the exercise price and the  closing index level on the  date when the option  is
exercised.  As with other  kinds of options,  the Fund or  the Portfolio, as the
call writer, will not know that it has been assigned until the next business day
at the earliest. The time lag between exercise and notice of assignment poses no
risk for the writer of a covered call on a specific underlying security, such as
common stock, because there the writer's obligation is to deliver the underlying
security, not to pay its value  as of a fixed time in  the past. So long as  the
writer  already  owns the  underlying security,  it  can satisfy  its settlement
obligations by  simply delivering  it, and  the  risk that  its value  may  have
declined since the exercise date is borne by the exercising holder. In contrast,
even  if the  writer of an  index call  holds securities that  exactly match the
composition of  the  underlying  index, it  will  not  be able  to  satisfy  its
assignment  obligations by  delivering those  securities against  payment of the
exercise price. Instead, it will be required  to pay cash in an amount based  on
the  closing index value on the exercise date; and by the time it learns that it
has been assigned, the index may have declined, with a corresponding decline  in
the  value  of  its securities  portfolio.  This  "timing risk"  is  an inherent
limitation on the ability of index call writers to cover their risk exposure  by
holding securities positions.
 
If a Fund or the Portfolio purchases an index option and exercises it before the
closing  index value for that day is available,  it runs the risk that the level
of the underlying  index may subsequently  change. If such  a change causes  the
exercised  option to  fall out-of-the-money, the  Fund or the  Portfolio will be
required to pay the difference between the closing index value and the  exercise
price of the option (times the applicable multiplier) to the assigned writer.
 
INTEREST RATE AND CURRENCY FUTURES CONTRACTS
The Government Income Fund, the Strategic Income Fund or the Portfolio may enter
into interest rate or currency futures contracts, including futures contracts on
indices  of  debt securities,  ("Futures" or  "Futures  Contracts"), as  a hedge
against changes  in prevailing  levels of  interest rates  or currency  exchange
rates  in order to establish more  definitely the effective return on securities
or currencies held or intended to be acquired by the Fund or the Portfolio.  The
Government  Income Fund, the Strategic Income  Fund's or the Portfolio's hedging
may include  sales  of Futures  as  an offset  against  the effect  of  expected
increases  in  interest  rates  or decreases  in  currency  exchange  rates, and
purchases of Futures  as an offset  against the effect  of expected declines  in
interest rates or increases in currency exchange rates.
 
The  Government Income Fund's, the Strategic  Income Fund and the Portfolio only
will enter into Futures Contracts which are traded on futures exchanges and  are
standardized  as to maturity  date and underlying  financial instrument. Futures
exchanges and  trading thereon  in the  United States  are regulated  under  the
Commodity  Exchange Act  by the  Commodity Futures  Trading Commission ("CFTC").
Futures are exchanged in  London at the  London International Financial  Futures
Exchange.
 
Although techniques other than sales and purchases of Futures Contracts could be
used  to  reduce a  Fund's  or the  Portfolio's  exposure to  interest  rate and
currency exchange rate  fluctuations, a  Fund or the  Portfolio may  be able  to
hedge  exposure  more effectively  and  at a  lower  cost through  using Futures
Contracts.
 
A Futures Contract provides  for the future  sale by one  party and purchase  by
another  party of  a specified amount  of a specific  financial instrument (debt
security or  currency) for  a specified  price at  a designated  date, time  and
place.  An index  Futures Contract  provides for  the delivery,  at a designated
date,  time  and   place,  of   an  amount  of   cash  equal   to  a   specified
 
                  Statement of Additional Information Page 10
<PAGE>
                            AIM GLOBAL INCOME FUNDS
dollar  amount times  the difference  between the  index value  at the  close of
trading on  the  contract  and  the  price at  which  the  Futures  Contract  is
originally  struck; no physical delivery of  the securities comprising the index
is made. Brokerage fees are incurred when a Futures Contract is bought or  sold,
and  margin deposits  must be  maintained at all  times the  Futures Contract is
outstanding.
 
Although Futures Contracts typically require future delivery of and payment  for
financial  instruments or currencies,  Futures Contracts usually  are closed out
before the delivery date. Closing out an open Futures Contract sale or  purchase
is  effected by entering  into an offsetting Futures  Contract purchase or sale,
respectively,  for  the  same  aggregate  amount  of  the  identical   financial
instrument  or currency and  the same delivery date.  If the offsetting purchase
price is less  than the  original sale price,  the Government  Income Fund,  the
Strategic  Income Fund  or the  Portfolio realizes  a gain;  if it  is more, the
Government Income Fund, the  Strategic Income Fund or  the Portfolio realizes  a
loss.  Conversely,  if  the offsetting  sale  price  is more  than  the original
purchase price, the  Government Income Fund,  the Strategic Income  Fund or  the
Portfolio  realizes  a gain;  if it  is  less, the  Government Income  Fund, the
Strategic Income Fund or  the Portfolio realizes a  loss. The transaction  costs
also must be included in these calculations. There can be no assurance, however,
that  a  Fund  or  the  Portfolio  will be  able  to  enter  into  an offsetting
transaction with respect to a particular Futures Contract at a particular  time.
If  a Fund or the Portfolio is not able to enter into an offsetting transaction,
the Fund or the Portfolio  will continue to be  required to maintain the  margin
deposits on the Futures Contract.
 
As  an example of an offsetting transaction, the contractual obligations arising
from the sale of one Futures Contract of September Deutschemarks on an  exchange
may  be fulfilled  at any  time before  delivery under  the Futures  Contract is
required (I.E., on a specified date  in September, the "delivery month") by  the
purchase  of another  Futures Contract  of September  Deutschemarks on  the same
exchange. In  such instance,  the  difference between  the  price at  which  the
Futures  Contract was sold and the price paid for the offsetting purchase, after
allowance for transaction costs, represents the profit or loss to the Government
Income Fund, the Strategic Income Fund or the Portfolio.
 
The Government  Income Fund,  the Strategic  Income Fund's  and the  Portfolio's
Futures  transactions will be  entered into for hedging  purposes only; that is,
Futures Contracts will  be sold to  protect against  a decline in  the price  of
securities  or  currencies  that the  Fund  or  the Portfolio  owns,  or Futures
Contracts will be  purchased to  protect the Fund  or the  Portfolio against  an
increase  in the price of securities or  currencies it has committed to purchase
or expects to purchase.
 
"Margin" with respect to Futures Contracts is  the amount of funds that must  be
deposited  by  the Government  Income  Fund, the  Strategic  Income Fund  or the
Portfolio in order to initiate Futures trading and to maintain the Fund's or the
Portfolio's open positions in Futures Contracts. A margin deposit made when  the
Futures  Contract is  entered into  ("initial margin")  is intended  to assure a
Fund's or the  Portfolio's performance  under the Futures  Contract. The  margin
required  for a particular Futures Contract is  set by the exchange on which the
Futures Contract is traded, and may be modified significantly from time to  time
by the exchange during the term of the Futures Contract.
 
Subsequent  payments,  called  "variation  margin,"  to  and  from  the  futures
commission merchant through  which the Fund  or the Portfolio  entered into  the
Futures  Contract will be made  on a daily basis as  the price of the underlying
security, currency or index fluctuates making the Futures Contract more or  less
valuable, a process known as marking-to-market.
 
    RISKS  OF  USING  FUTURES CONTRACTS.  The  prices of  Futures  Contracts are
volatile and  are influenced,  among  other things,  by actual  and  anticipated
changes in interest and currency rates, which in turn are affected by fiscal and
monetary policies and national and international political and economic events.
 
There  is a risk of  imperfect correlation between changes  in prices of Futures
Contracts and  prices  of  the securities  or  currencies  in a  Fund's  or  the
Portfolio's  portfolio being hedged.  The degree of  imperfection of correlation
depends upon circumstances such as: variations in speculative market demand  for
Futures  and  for securities  or currencies,  including technical  influences in
Futures trading; and differences between the financial instruments being  hedged
and  the  instruments underlying  the standard  Futures Contracts  available for
trading. A  decision of  whether, when,  and  how to  hedge involves  skill  and
judgment,  and even  a well-conceived hedge  may be unsuccessful  to some degree
because of unexpected market behavior or interest or currency rate trends.
 
Because of  the  low  margin  deposits required,  Futures  trading  involves  an
extremely  high  degree  of leverage.  As  a  result, a  relatively  small price
movement in a Futures Contract may result in immediate and substantial loss,  as
well  as gain, to the investor. For example,  if at the time of purchase, 10% of
the value  of the  Futures Contract  is deposited  as margin,  a subsequent  10%
decrease  in the value of  the Futures Contract would result  in a total loss of
the margin  deposit, before  any deduction  for the  transaction costs,  if  the
account  were then closed  out. A 15% decrease  would result in  a loss equal to
150% of the original  margin deposit, if the  Futures Contract were closed  out.
Thus, a purchase or sale of a Futures Contract may result in losses in excess of
the amount invested in the Futures Contract.
 
                  Statement of Additional Information Page 11
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
Most U.S. Futures exchanges limit the amount of fluctuation permitted in Futures
Contract and options on Futures Contract prices during a single trading day. The
daily  limit establishes the maximum amount that the price of a Futures Contract
or option may vary either up or down from the previous day's settlement price at
the end  of a  trading session.  Once  the daily  limit has  been reached  in  a
particular type of Futures Contract or option, no trades may be made on that day
at a price beyond that limit. The daily limit governs only price movement during
a  particular trading day and therefore does not limit potential losses, because
the limit may prevent the liquidation of unfavorable positions. Futures Contract
and option  prices  occasionally have  moved  to  the daily  limit  for  several
consecutive  trading days with  little or no  trading, thereby preventing prompt
liquidation of positions and subjecting some traders to substantial losses.
 
If a Fund  or the  Portfolio were  unable to liquidate  a Futures  or option  on
Futures  position  due  to the  absence  of  a liquid  secondary  market  or the
imposition of price limits, it could  incur substantial losses. The Fund or  the
Portfolio  would  continue to  be subject  to  market risk  with respect  to the
position. In addition, except in the case of purchased options, the Fund or  the
Portfolio  would continue to be required to make daily variation margin payments
and might be required  to maintain the  position being hedged  by the Future  or
option or to maintain cash or securities in a segregated account.
 
Certain  characteristics  of the  Futures market  might  increase the  risk that
movements in the  prices of Futures  Contracts or options  on Futures might  not
correlate  perfectly  with  movements in  the  prices of  the  investments being
hedged. For example,  all participants  in the  Futures and  options on  Futures
markets  are subject to daily  variation margin calls and  might be compelled to
liquidate Futures  or  options on  Futures  positions whose  prices  are  moving
unfavorably  to avoid being  subject to further  calls. These liquidations could
increase price  volatility  of the  instruments  and distort  the  normal  price
relationship  between the Futures  or options and  the investments being hedged.
Also, because initial margin deposit requirements in the Futures market are less
onerous than  margin requirements  in  the securities  markets, there  might  be
increased   participation   by  speculators   in   the  Futures   markets.  This
participation  also  might  cause  temporary  price  distortions.  In  addition,
activities of large traders in both the Futures and securities markets involving
arbitrage,  "program trading"  and other  investment strategies  might result in
temporary price distortions.
 
OPTIONS ON FUTURES CONTRACTS
Options on Futures Contracts are similar to options on securities or  currencies
except that options on Futures Contracts give the purchaser the right, in return
for  the  premium paid,  to  assume a  position in  a  Futures Contract  (a long
position if the option is a call and a short position if the option is a put) at
a specified exercise price  at any time  during the period  of the option.  Upon
exercise  of the option, the  delivery of the Futures  position by the writer of
the option to the holder  of the option will be  accompanied by delivery of  the
accumulated balance in the writer's Futures margin account, which represents the
amount  by which the market price of  the Futures Contract, at exercise, exceeds
(in the case of  a call) or  is less than (in  the case of  a put) the  exercise
price  of the option on  the Futures Contract. If an  option is exercised on the
last trading day prior to the expiration date of the option, the settlement will
be made entirely in cash equal to  the difference between the exercise price  of
the  option and the  closing level of  the securities, currencies  or index upon
which the  Futures Contract  is  based on  the  expiration date.  Purchasers  of
options  who fail to exercise their options  prior to the exercise date suffer a
loss of the premium paid.
 
The purchase of  call options  on Futures  can serve as  a long  hedge, and  the
purchase  of put  options on Futures  can serve  as a short  hedge. Writing call
options on Futures can serve as a  limited short hedge, and writing put  options
on  Futures can serve as a limited long  hedge, using a strategy similar to that
used for writing options on securities, foreign currencies or indices.
 
If a Fund or the  Portfolio writes an option on  a Futures Contract, it will  be
required  to  deposit  initial  and variation  margin  pursuant  to requirements
similar to those  applicable to  Futures Contracts. Premiums  received from  the
writing  of an option on  a Futures Contract are  included in the initial margin
deposit.
 
A Fund or the Portfolio may seek to  close out an option position by selling  an
option covering the same Futures Contract and having the same exercise price and
expiration  date.  The ability  to  establish and  close  out positions  on such
options is subject to the maintenance of a liquid secondary market.
 
LIMITATIONS ON  USE  OF FUTURES,  OPTIONS  ON  FUTURES AND  CERTAIN  OPTIONS  ON
CURRENCIES
To  the  extent that  a Fund  or  the Portfolio  enters into  Futures Contracts,
options on Futures  Contracts, and  options on  foreign currencies  traded on  a
CFTC-regulated  exchange, in each case other than for BONA FIDE hedging purposes
(as defined by the CFTC), the aggregate initial margin and premiums required  to
establish   those  positions  (excluding   the  amount  by   which  options  are
"in-the-money") will not exceed 5% of the liquidation value of the Fund's or the
Portfolio's  portfolio,  after  taking  into  account  unrealized  profits   and
unrealized  losses on any contracts the Fund  or the Portfolio has entered into.
In general, a call option on a  Futures Contract is "in-the-money" if the  value
of the underlying Futures
 
                  Statement of Additional Information Page 12
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
Contract  exceeds the strike, I.E., exercise, price of the call; a put option on
a Futures Contract  is "in-the-money"  if the  value of  the underlying  Futures
Contract  is exceeded  by the  strike price  of the  put. This  guideline may be
modified by  the  Company's Board  of  Directors  or the  Portfolio's  Board  of
Trustees,  as applicable, without  a shareholder vote.  This limitation does not
limit the percentage of the Fund's or the Portfolio's assets at risk to 5%.
    
 
FORWARD CONTRACTS
A Forward Contract is an obligation,  generally arranged with a commercial  bank
or  other  currency  dealer, to  purchase  or  sell a  currency  against another
currency at  a  future  date and  price  as  agreed upon  by  the  parties.  The
Government  Income Fund, the Strategic Income  Fund and the Portfolio either may
accept or make delivery of the currency at the maturity of the Forward Contract.
A Fund or the Portfolio may also, if its contra party agrees, prior to maturity,
enter into a closing transaction involving the purchase or sale of an offsetting
contract.
 
A Fund or the Portfolio engages in forward currency transactions in anticipation
of, or to protect itself against, fluctuations in exchange rates. A Fund or  the
Portfolio might sell a particular foreign currency forward, for example, when it
holds  bonds denominated in a foreign currency  but anticipates, and seeks to be
protected against, a decline in the currency against the U.S. dollar. Similarly,
a Fund or the Portfolio might sell  the U.S. dollar forward when it holds  bonds
denominated  in U.S. dollars but anticipates, and seeks to be protected against,
a decline in the U.S. dollar relative to other currencies. Further, the Funds or
the Portfolio  might purchase  a currency  forward  to "lock  in" the  price  of
securities denominated in that currency that it anticipates purchasing.
 
   
Forward  Contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A Forward
Contract generally has no deposit requirement, and no commissions are charged at
any stage for trades. The Government  Income Fund, the Strategic Income Fund  or
the  Portfolio will enter into such Forward Contracts with major U.S. or foreign
banks and securities or currency dealers in accordance with guidelines  approved
by  the Company's Board  of Directors or  the Portfolio's Board  of Trustees, as
applicable.
    
 
The Government Income Fund, the Strategic Income Fund or the Portfolio may enter
into Forward  Contracts either  with respect  to specific  transactions or  with
respect  to the  overall investment  of the Fund  or the  Portfolio. The precise
matching of the Forward  Contract amounts and the  value of specific  securities
generally  will not be possible  because the future value  of such securities in
foreign currencies will change as a consequence of market movements in the value
of those securities between  the date the Forward  Contract is entered into  and
the  date  it matures.  Accordingly, it  may be  necessary for  the Fund  or the
Portfolio to  purchase additional  foreign  currency on  the spot  (I.E.,  cash)
market  (and  bear the  expense of  such purchase)  if the  market value  of the
security is less than the amount of  foreign currency the Fund or the  Portfolio
is  obligated to deliver and if a decision is made to sell the security and make
delivery of the foreign currency. Conversely, it may be necessary to sell on the
spot market some of the foreign currency the Fund or the Portfolio is  obligated
to  deliver. The projection of short-term currency market movements is extremely
difficult, and  the successful  execution of  a short-term  hedging strategy  is
highly  uncertain. Forward Contracts involve  the risk that anticipated currency
movements will not be predicted accurately, causing the Fund or the Portfolio to
sustain losses on these contracts and transaction costs.
 
At or  before the  maturity of  a Forward  Contract requiring  the Fund  or  the
Portfolio  to  sell a  currency, the  Fund or  the Portfolio  either may  sell a
portfolio security and use the sale proceeds to make delivery of the currency or
retain the  security  and  offset  its contractual  obligation  to  deliver  the
currency  by purchasing  a second  contract pursuant  to which  the Fund  or the
Portfolio will  obtain,  on the  same  maturity date,  the  same amount  of  the
currency  that it is obligated to deliver.  Similarly, the Fund or the Portfolio
may close out a Forward Contract  requiring it to purchase a specified  currency
by  entering into a second contract, if its contra party agrees, entitling it to
sell the same  amount of the  same currency on  the maturity date  of the  first
contract.  The Fund or the Portfolio would realize a gain or loss as a result of
entering into such an offsetting  Forward Contract under either circumstance  to
the  extent the  exchange rate  or rates  between the  currencies involved moved
between the execution dates of the first contract and the offsetting contract.
 
The cost to a Fund or the Portfolio of engaging in Forward Contracts varies with
factors such as the currencies involved,  the length of the contract period  and
the  market conditions  then prevailing.  Because Forward  Contracts usually are
entered into on a principal basis, no fees or commissions are involved. The  use
of  Forward  Contracts does  not  eliminate fluctuations  in  the prices  of the
underlying securities the Fund or the Portfolio owns or intends to acquire,  but
it  does establish  a rate  of exchange in  advance. In  addition, while Forward
Contracts limit the risk  of loss due to  a decline in the  value of the  hedged
currencies,  they also  limit any  potential gain  that might  result should the
value of the currencies increase.
 
                  Statement of Additional Information Page 13
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
FOREIGN CURRENCY STRATEGIES -- SPECIAL CONSIDERATIONS
A Fund  or the  Portfolio may  use  options on  foreign currencies,  Futures  on
foreign  currencies,  options  on  Futures  on  foreign  currencies  and Forward
Contracts to hedge against movements in the values of the foreign currencies  in
which  the Fund's or  the Portfolio's securities  are denominated. Such currency
hedges can protect  against price movements  in a  security that a  Fund or  the
Portfolio  owns or intends  to acquire that  are attributable to  changes in the
value of the currency in which it  is denominated. Such hedges do not,  however,
protect against price movements in the securities that are attributable to other
causes.
 
A  Fund or the Portfolio might  seek to hedge against changes  in the value of a
particular currency  when  no  Futures  Contract,  Forward  Contract  or  option
involving  that currency is available or one of such contracts is more expensive
than certain other contracts. In such cases, the Fund or the Portfolio may hedge
against price movements in that currency by entering into a contract on  another
currency  or basket of currencies, the  values of which the Sub-adviser believes
will have a positive correlation to the value of the currency being hedged.  The
risk  that movements in the  price of the contract  will not correlate perfectly
with movements in the price of the currency being hedged is magnified when  this
strategy is used.
 
The  value of Futures Contracts, options on Futures Contracts, Forward Contracts
and options  on  foreign currencies  depends  on  the value  of  the  underlying
currency  relative  to the  U.S. dollar.  Because foreign  currency transactions
occurring in the  interbank market  might involve  substantially larger  amounts
than  those  involved in  the  use of  Futures  Contracts, Forward  Contracts or
options, a Fund or the  Portfolio could be disadvantaged  by dealing in the  odd
lot  market (generally consisting  of transactions of less  than $1 million) for
the underlying foreign  currencies at prices  that are less  favorable than  for
round lots.
 
There is no systematic reporting of last sale information for foreign currencies
or  any  regulatory requirements  that quotations  available through  dealers or
other market sources be firm or revised on a timely basis. Quotation information
generally is representative of very  large transactions in the interbank  market
and  thus  might not  reflect  odd-lot transactions  where  rates might  be less
favorable.  The   interbank  market   in  foreign   currencies  is   a   global,
round-the-clock  market. To the  extent the U.S. options  or Futures markets are
closed while the markets for the underlying currencies remain open,  significant
price  and rate movements might take place in the underlying markets that cannot
be reflected in  the markets  for the Futures  contracts or  options until  they
reopen.
 
Settlement of Futures Contracts, Forward Contracts and options involving foreign
currencies  might  be required  to  take place  within  the country  issuing the
underlying currency. Thus, a Fund or  the Portfolio might be required to  accept
or  make delivery of the underlying foreign currency in accordance with any U.S.
or foreign regulations regarding the maintenance of foreign banking arrangements
by U.S. residents  and might  be required  to pay  any fees,  taxes and  charges
associated with such delivery assessed in the issuing country.
 
COVER
Transactions  using Forward Contracts, Futures Contracts and options (other than
options purchased by a Fund or the  Portfolio) expose the Fund or the  Portfolio
to  an obligation to another party. A Fund  or the Portfolio will not enter into
any such  transactions unless  it owns  either (1)  an offsetting  ("covered  ")
position  in  securities, currencies,  or  other options,  Forward  Contracts or
Futures Contracts, or (2) cash, receivables and short-term debt securities  with
a  value sufficient at all times to  cover its potential obligations not covered
as provided in  (1) above.  Each Fund  and the  Portfolio will  comply with  SEC
guidelines  regarding  cover for  these instruments  and,  if the  guidelines so
require, set aside cash or liquid securities.
 
Assets used as cover or  held in a segregated account  cannot be sold while  the
position  in the corresponding  Forward Contract, Futures  Contract or option is
open, unless they are replaced with other appropriate assets. If a large portion
of a Fund's or the Portfolio's assets are used for cover or segregated accounts,
it could affect portfolio management or the Fund's or the Portfolio's ability to
meet redemption requests or other current obligations.
 
INTEREST RATE AND CURRENCY SWAPS
The Strategic Income  Fund and the  Portfolio usually will  enter into  interest
rate  swaps on a net basis, that is, the two payment streams are netted out in a
cash settlement on the payment date  or dates specified in the instrument,  with
the  Strategic Income Fund or the Portfolio receiving or paying, as the case may
be, only the net amount  of the two payments. The  net amount of the excess,  if
any, of each of the Strategic Income Fund's and the Portfolio's obligations over
its  entitlements with respect to each swap will be accrued on a daily basis and
an amount of cash or  liquid securities having an  aggregate net asset value  at
least  equal  to  the accrued  excess  will be  maintained  in an  account  by a
custodian that satisfies the requirements of the 1940 Act. The Strategic  Income
Fund and the Portfolio will also establish and maintain such segregated accounts
with  respect to its total obligations under any swaps that are not entered into
on a net basis and with respect to  any caps or floors that are written by  that
Fund   or  the  Portfolio.  The  Sub-adviser,  the  Strategic  Income  Fund  and
 
                  Statement of Additional Information Page 14
<PAGE>
                            AIM GLOBAL INCOME FUNDS
the Portfolio  believe that  swaps, caps  and floors  do not  constitute  senior
securities  under the 1940  Act and, accordingly,  will not treat  them as being
subject to the Fund's and the Portfolio's borrowing restrictions. The  Strategic
Income  Fund and the Portfolio will not  enter into any swap, cap, floor, collar
or other  derivative  transaction unless,  at  the  time of  entering  into  the
transaction,  the unsecured long-term  debt rating of  the counterparty combined
with any credit enhancements is rated  at least A by Moody's Investors  Service,
Inc.  ("Moody's")  or  Standard  &  Poor's  Ratings  Group  ("S&P"),  or  has an
equivalent rating from a  nationally recognized statistical rating  organization
or  is determined to  be of equivalent  credit quality by  the Sub-adviser. If a
counterparty defaults,  the Strategic  Income  Fund or  the Portfolio  may  have
contractual remedies pursuant to the agreements related to the transactions. The
swap  market has  grown substantially  in recent years,  with a  large number of
banks and  investment banking  firms acting  both as  principals and  as  agents
utilizing  standardized swap  documentation. As  a result,  the swap  market has
become relatively liquid. Caps, floors  and collars are more recent  innovations
for  which standardized documentation has not  yet been fully developed and, for
that reason, they are less liquid than swaps.
 
- --------------------------------------------------------------------------------
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
ILLIQUID SECURITIES
The Government Income Fund, the Strategic Income Fund and the Portfolio each may
invest up  to  15% of  net  assets in  illiquid  securities. Securities  may  be
considered  illiquid if a Fund or  the Portfolio cannot reasonably expect within
seven days  to  receive  approximately the  amount  at  which the  Fund  or  the
Portfolio  values such securities. The sale  of illiquid securities, if they can
be sold at all, generally will require more time and result in higher  brokerage
charges  or dealer discounts  and other selling  expenses than will  the sale of
liquid securities, such as  securities eligible for  trading on U.S.  securities
exchanges  or in the over-the-counter  markets. Moreover, restricted securities,
which may be illiquid for purposes of this limitation, often sell, if at all, at
a price lower than  similar securities that are  not subject to restrictions  on
resale.
 
Illiquid  securities include those that are subject to restrictions contained in
the securities  laws of  other countries.  However, securities  that are  freely
marketable  in the country where  they are principally traded,  but would not be
freely marketable in the United States,  will not be considered illiquid.  Where
registration  is required, each Fund  and the Portfolio may  be obligated to pay
all or part of  the registration expenses and  a considerable period may  elapse
between  the time of the decision  to sell and the time  a Fund or the Portfolio
may be permitted to sell a  security under an effective registration  statement.
If,  during such a period, adverse market  conditions were to develop, a Fund or
the Portfolio might obtain a less favorable price than prevailed when it decided
to sell.
 
Not  all  restricted  securities   are  illiquid.  In   recent  years  a   large
institutional   market  has  developed  for  certain  securities  that  are  not
registered under the Securities Act of 1933, as amended ("1933 Act"),  including
private  placements, repurchase agreements, commercial paper, foreign securities
and corporate bonds and notes. These instruments are often restricted securities
because the  securities are  sold in  transactions not  requiring  registration.
Institutional investors generally will not seek to sell these instruments to the
general   public,  but  instead  will  often   depend  either  on  an  efficient
institutional market in which such unregistered securities can be readily resold
or on an issuer's ability to honor  a demand for repayment. Therefore, the  fact
that there are contractual or legal restrictions on resale to the general public
or certain institutions is not dispositive of the liquidity of such investments.
 
Rule  144A under the 1933 Act establishes  a "safe harbor" from the registration
requirements of the  1933 Act  for resales  of certain  securities to  qualified
institutional  buyers.  Institutional  markets  for  restricted  securities have
developed as a result of Rule 144A, providing both readily ascertainable  values
for  restricted securities and the ability to liquidate an investment to satisfy
share redemption orders. Such markets include automated systems for the trading,
clearance and  settlement of  unregistered securities  of domestic  and  foreign
issuers,  such as  the PORTAL  System sponsored  by the  National Association of
Securities Dealers,  Inc.  An  insufficient number  of  qualified  institutional
buyers interested in purchasing Rule 144A-eligible restricted securities held by
a  Fund or the  Portfolio, however, could affect  adversely the marketability of
such portfolio securities and a Fund or the Portfolio might be unable to dispose
of such securities promptly or at favorable prices.
 
                  Statement of Additional Information Page 15
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
With respect  to  liquidity determinations  generally,  the Company's  Board  of
Directors  has  the  ultimate responsibility  for  determining  whether specific
securities, including  restricted securities  eligible for  resale to  qualified
institutional  buyers pursuant to  Rule 144A under  the 1933 Act,  are liquid or
illiquid.  The  Board   has  delegated   the  function   of  making   day-to-day
determinations  of liquidity  to the  Sub-adviser in  accordance with procedures
approved by the Board. The Sub-adviser takes into account a number of factors in
reaching liquidity decisions,  including: (i)  the frequency of  trading in  the
security;  (ii) the number of  dealers that make quotes  for the security; (iii)
the number of dealers  that have undertaken  to make a  market in the  security;
(iv)  the  number of  other  potential purchasers;  and  (v) the  nature  of the
security and  how  trading  is effected  (e.g.,  the  time needed  to  sell  the
security,  how  offers  are  solicited  and  the  mechanics  of  transfer).  The
Sub-adviser will monitor the liquidity of  securities held by each Fund and  the
Portfolio  and report periodically on such  decisions to the Board of Directors.
Moreover, as noted in the Prospectus, certain securities, such as those  subject
to  registration restrictions of more than seven days, will generally be treated
as illiquid.  If the  liquidity  percentage restriction  of  each Fund  and  the
Portfolio  is  satisfied at  the time  of  investment, a  later increase  in the
percentage of illiquid securities held by each Fund and the Portfolio  resulting
from  a change in market value or assets will not constitute a violation of that
restriction. If  as  a  result of  a  change  in market  value  or  assets,  the
percentage  of illiquid  securities held  by a  Fund or  the Portfolio increases
above the applicable limit, the Sub-adviser will take appropriate steps to bring
the aggregate amount of illiquid  assets back within the prescribed  limitations
as  soon  as  reasonably practicable,  taking  into  account the  effect  of any
disposition on the Fund or Portfolio.
    
 
FOREIGN SECURITIES
    POLITICAL, SOCIAL AND  ECONOMIC RISKS. Investing  in securities of  non-U.S.
companies may entail additional risks due to the potential political, social and
economic  instability  of  certain  countries and  the  risks  of expropriation,
nationalization, confiscation  or  the  imposition of  restrictions  on  foreign
investment,  convertibility of currencies into  U.S. dollars and on repatriation
of capital  invested. In  the event  of such  expropriation, nationalization  or
other confiscation by any country, either a Fund or the Portfolio could lose its
entire investment in any such country.
 
    RELIGIOUS,  POLITICAL AND ETHNIC  INSTABILITY. Certain countries  in which a
Fund or the Portfolio may invest may have groups that advocate radical religious
or revolutionary philosophies or support ethnic independence. Any disturbance on
the  part  of  such  individuals  could  carry  the  potential  for   widespread
destruction  or  confiscation  of  property owned  by  individuals  and entities
foreign to such country and could cause the loss of a Fund's or the  Portfolio's
investment  in those  countries. Instability may  also result  from, among other
things: (i) authoritarian governments or  military involvement in political  and
economic    decision-making,   including    changes   in    government   through
extra-constitutional means;  (ii) popular  unrest  associated with  demands  for
improved  political, economic and social conditions; and (iii) hostile relations
with neighboring  or  other  countries.  Such  political,  social  and  economic
instability could disrupt the principal financial markets in which a Fund or the
Portfolio  invests  and  adversely  affect  the  value  of  the  Fund's  or  the
Portfolio's assets.
 
    FOREIGN  INVESTMENT  RESTRICTIONS.  Certain  countries  prohibit  or  impose
substantial  restrictions on investments in  their capital markets, particularly
their equity markets, by  foreign entities such as  the Government Income  Fund,
the  Strategic Income Fund or the  Portfolio. These restrictions or controls may
at times limit or preclude investment in certain securities and may increase the
cost and expenses  of a Fund  or the Portfolio.  For example, certain  countries
require prior governmental approval before investments by foreign persons may be
made,  or may limit the amount of  investment by foreign persons in a particular
company, or may limit the investment by foreign persons to only a specific class
of securities of a company that may have less advantageous terms than securities
of the  company available  for  purchase by  nationals. Moreover,  the  national
policies  of certain countries may  restrict investment opportunities in issuers
or  industries  deemed  sensitive  to  national  interests.  In  addition,  some
countries  require  governmental  approval for  the  repatriation  of investment
income, capital or  the proceeds of  securities sales by  foreign investors.  In
addition,  if there is a deterioration in a country's balance of payments or for
other reasons, a country may impose restrictions on foreign capital  remittances
abroad.  The Government Income Fund, the  Strategic Income Fund or the Portfolio
could be adversely affected by  delays in, or a  refusal to grant, any  required
governmental  approval for repatriation, as well as  by the application to it of
other restrictions on investments.
 
    NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL
REGULATION. Foreign companies are subject to accounting, auditing and  financial
standards  and requirements that differ, in some cases significantly, from those
applicable to U.S. companies. In particular, the assets, liabilities and profits
appearing on the  financial statements  of such a  company may  not reflect  its
financial  position or results of operations in  the way they would be reflected
had such financial statements  been prepared in  accordance with U.S.  generally
accepted  accounting  principles. Most  of the  foreign  securities held  by the
Government Income Fund, the Strategic Income  Fund or the Portfolio will not  be
registered  with the  SEC or  regulators of  any foreign  country, nor  will the
issuers thereof be subject to the SEC's reporting requirements. Thus, there will
be less
 
                  Statement of Additional Information Page 16
<PAGE>
                            AIM GLOBAL INCOME FUNDS
available information concerning most foreign issuers of securities held by  the
Government  Income Fund,  the Strategic  Income Fund  and the  Portfolio than is
available concerning U.S. issuers. In  instances where the financial  statements
of an issuer are not deemed to reflect accurately the financial situation of the
issuer,  the Sub-adviser  will take appropriate  steps to  evaluate the proposed
investment, which may include on-site inspection of the issuer, interviews  with
its   management  and   consultations  with   accountants,  bankers   and  other
specialists. There is  substantially less publicly  available information  about
foreign  companies  than  there are  reports  and ratings  published  about U.S.
companies and  the U.S.  Government. In  addition, where  public information  is
available, it may be less reliable than such information regarding U.S. issuers.
Issuers  of securities in foreign jurisdictions are generally not subject to the
same degree of regulation as  are U.S. issuers with  respect to such matters  as
restrictions  on market  manipulation, insider trading  rules, shareholder proxy
requirements and timely disclosure of information.
 
    CURRENCY FLUCTUATIONS. Because  the Funds  and the  Portfolio, under  normal
circumstances,  will invest  substantial portions of  their total  assets in the
securities of foreign issuers which  are denominated in foreign currencies,  the
strength  or weakness  of the U.S.  dollar against such  foreign currencies will
account for part of  each Fund's and the  Portfolio's investment performance.  A
decline  in the value  of any particular  currency against the  U.S. dollar will
cause a decline  in the U.S.  dollar value  of each Fund's  and the  Portfolio's
holdings  of securities  and cash denominated  in such  currency and, therefore,
will cause an overall decline in their  respective net asset values and any  net
investment  income  and  capital  gains  derived  from  such  securities  to  be
distributed in U.S. dollars to shareholders of the Funds. Moreover, if the value
of the foreign currencies in which a  Fund or the Portfolio receives its  income
declines  relative to the U.S. dollar between  the receipt of the income and the
making of  Fund distributions,  the Fund  or the  Portfolio may  be required  to
liquidate securities in order to make distributions if the Fund or the Portfolio
has insufficient cash in U.S. dollars to meet distribution requirements.
 
The  rate of exchange between the U.S. dollar and other currencies is determined
by several factors including  the supply and  demand for particular  currencies,
central  bank efforts to support particular currencies, the relative movement of
interest rates and  pace of  business activity in  the other  countries and  the
United  States, and other economic and  financial conditions affecting the world
economy.
 
Although the Funds and the Portfolio value  their assets daily in terms of  U.S.
dollars,  they do not intend to convert holdings of foreign currencies into U.S.
dollars on a daily basis.  The Funds and the Portfolio  will do so from time  to
time,  and  investors  should be  aware  of  the costs  of  currency conversion.
Although foreign exchange dealers  do not charge a  fee for conversion, they  do
realize  a profit based on the difference ("spread") between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to sell
a foreign  currency to  a Fund  at one  rate, while  offering a  lesser rate  of
exchange should the Fund desire to sell that currency to the dealer.
 
    ADVERSE  MARKET CHARACTERISTICS. Securities  of many foreign  issuers may be
less liquid and their  prices more volatile than  securities of comparable  U.S.
issuers.  In  addition, foreign  securities  markets and  brokers  generally are
subject to less governmental  supervision and regulation than  in the U.S.,  and
foreign  securities transactions usually are subject to fixed commissions, which
generally are  higher  than  negotiated commissions  on  U.S.  transactions.  In
addition,  foreign  securities  transactions  may  be  subject  to  difficulties
associated with the settlement of such transactions. Delays in settlement  could
result  in  temporary  periods  when  assets of  a  Fund  or  the  Portfolio are
uninvested and no  return is  earned thereon.  The inability  of a  Fund or  the
Portfolio  to make intended security purchases  due to settlement problems could
cause it to miss attractive opportunities.  Inability to dispose of a  portfolio
security  due to settlement problems either could  result in losses to a Fund or
the Portfolio due to subsequent declines in value of the portfolio security  or,
if  the Fund or the Portfolio has entered  into a contract to sell the security,
could result  in  possible liability  to  the purchaser.  The  Sub-adviser  will
consider such difficulties when determining the allocation of each Fund's or the
Portfolio's  assets,  although  the  Sub-adviser  does  not  believe  that  such
difficulties  will  have  a  material  adverse  effect  on  the  Funds'  or  the
Portfolio's portfolio trading activities.
 
The  Funds and the Portfolio may use foreign custodians, which may involve risks
in addition to those related to the  use of U.S. custodians. Such risks  include
uncertainties   relating  to:  (i)  determining  and  monitoring  the  financial
strength, reputation and  standing of  the foreign  custodian; (ii)  maintaining
appropriate  safeguards to protect  the Funds' and  the Portfolio's investments;
and (iii) possible  difficulties in  obtaining and  enforcing judgments  against
such custodians.
 
   
    WITHHOLDING  TAXES. Each  Fund's and  the Portfolio's  net investment income
from foreign issuers may be subject to withholding taxes by the foreign issuer's
country, thereby reducing the Fund's and the Portfolio's income or delaying  the
receipt of income where those taxes may be recaptured. See "Taxes."
    
 
                  Statement of Additional Information Page 17
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
    CONCENTRATION. To the extent a Theme Portfolio invests a significant portion
of its assets in securities of issuers located in a particular country or region
of  the world, such Portfolio may be subject to greater risks and may experience
greater volatility than a fund that is more broadly diversified geographically.
 
    SPECIAL CONSIDERATIONS AFFECTING WESTERN  EUROPEAN COUNTRIES. The  countries
that  are members of the European Economic Community ("Common Market") (Belgium,
Denmark, France,  Germany,  Greece,  Ireland,  Italy,  Luxembourg,  Netherlands,
Portugal,  Spain, and the United Kingdom)  eliminated certain import tariffs and
quotas and  other trade  barriers with  respect  to one  another over  the  past
several  years. The Sub-adviser  believes that this  deregulation should improve
the prospects  for economic  growth in  many Western  European countries.  Among
other  things, the deregulation could enable  companies domiciled in one country
to avail  themselves  of lower  labor  costs  existing in  other  countries.  In
addition,  this deregulation could benefit companies domiciled in one country by
opening additional  markets for  their goods  and services  in other  countries.
Since,  however, it is not  clear what the exact form  or effect of these Common
Market reforms  will be  on business  in  Western Europe,  it is  impossible  to
predict  the long-term  impact of  the implementation  of these  programs on the
securities owned by a Fund.
 
    SPECIAL CONSIDERATIONS  AFFECTING  RUSSIA AND  EASTERN  EUROPEAN  COUNTRIES.
Investing  in Russia  and Eastern European  countries involves a  high degree of
risk and special considerations not  typically associated with investing in  the
United  States securities markets, and  should be considered highly speculative.
Such risks include: (1)  delays in settling portfolio  transactions and risk  of
loss  arising out of the system of  share registration and custody; (2) the risk
that it may be impossible  or more difficult than  in other countries to  obtain
and/or  enforce a  judgement; (3) pervasiveness  of corruption and  crime in the
economic system; (4) currency exchange rate volatility and the lack of available
currency hedging instruments; (5) higher rates of inflation (including the  risk
of   social  unrest  associated  with   periods  of  hyper-inflation)  and  high
unemployment; (6) controls on foreign investment and local practices disfavoring
foreign investors and limitations on  repatriation of invested capital,  profits
and  dividends, and on  a fund's ability  to exchange local  currencies for U.S.
dollars; (7) political instability and social unrest and violence; (8) the  risk
that  the governments of Russia and Eastern European countries may decide not to
continue to support the economic reform programs implemented recently and  could
follow  radically different political and/or  economic policies to the detriment
of investors,  including non-market-oriented  policies such  as the  support  of
certain  industries at the expense of other sectors or investors, or a return to
the centrally planned economy that existed  when such countries had a  communist
form of government; (9) the financial condition of companies in these countries,
including large amounts of inter-company debt which may create a payments crisis
on a national scale; (10) dependency on exports and the corresponding importance
of  international trade; (11)  the risk that  the tax system  in these countries
will not  be reformed  to prevent  inconsistent, retroactive  and/or  exorbitant
taxation; and (12) the underdeveloped nature of the securities markets.
 
    SPECIAL CONSIDERATIONS AFFECTING JAPAN. Japan's economic growth has declined
significantly  since 1990. The general government position has deteriorated as a
result of weakening economic  growth and stimulative  measures taken to  support
economic  activity and to  restore financial stability.  Although the decline in
interest  rates  and  fiscal  stimulation   packages  have  helped  to   contain
recessionary  forces, uncertainties remain. Japan is also heavily dependent upon
international trade, so its  economy is especially  sensitive to trade  barriers
and  disputes.  Japan has  had difficult  relations  with its  trading partners,
particularly the United States, where the trade imbalance is the greatest. It is
possible that  trade sanctions  and other  protectionist measures  could  impact
Japan adversely in both the short and the long term.
 
The  common  stocks  of many  Japanese  companies trade  at  high price-earnings
ratios. Differences  in accounting  methods  make it  difficult to  compare  the
earnings  of  Japanese companies  with those  of  companies in  other countries,
especially in the  U.S. In  general, however, reported  net income  in Japan  is
understated  relative to  U.S. accounting standards  and this is  one reason why
price-earnings  ratios  of  the  stocks   of  Japanese  companies  have   tended
historically  to be  higher than  those for  U.S. stocks.  In addition, Japanese
companies have  tended to  have  higher growth  rates  than U.S.  companies  and
Japanese  interest rates  have generally  been lower than  in the  U.S., both of
which factors tend to result in  lower discount rates and higher  price-earnings
ratios in Japan than in the U.S.
 
The  Japanese securities  markets are  less regulated  than those  in the United
States. Evidence has emerged from time to time of distortion of market prices to
serve political or other purposes.  Shareholders' rights are not always  equally
enforced.  In addition, Japan's banking  industry is undergoing problems related
to bad loans and declining values in real estate.
 
    SPECIAL CONSIDERATIONS AFFECTING  PACIFIC REGION COUNTRIES.  Certain of  the
risks  associated with international investments  are heightened for investments
in Pacific region  countries. For  example, some  of the  currencies of  Pacific
region  countries  have experienced  steady  devaluations relative  to  the U.S.
dollar, and major  adjustments have been  made periodically in  certain of  such
currencies. Certain countries, such as India, face serious exchange constraints.
Jurisdictional disputes also
 
                  Statement of Additional Information Page 18
<PAGE>
                            AIM GLOBAL INCOME FUNDS
exist  between South Korea and North Korea. In addition, the Funds may invest in
Hong Kong, which reverted to Chinese Administration on July 1, 1997. Investments
in Hong  Kong may  be  subject to  expropriation, national,  nationalization  or
confiscation,  in which  case a  Fund could lose  its entire  investment in Hong
Kong. In addition, the reversion of Hong Kong also presents a risk that the Hong
Kong dollar will be devalued and a risk of possible loss of investor  confidence
in Hong Kong's currency, stock market and assets.
 
    SPECIAL  CONSIDERATIONS  AFFECTING  LATIN  AMERICAN  COUNTRIES.  Most  Latin
American countries have experienced substantial,  and in some periods  extremely
high,  rates of  inflation for many  years. Inflation and  rapid fluctuations in
inflation rates have had and may continue  to have very negative effects on  the
economies  and securities markets  of certain Latin  American countries. Certain
Latin American countries are also among the largest debtors to commercial  banks
and foreign governments. At times certain Latin American countries have declared
moratoria  on  the payment  of principal  and/or interest  on external  debt. In
addition, certain  Latin  American  securities  markets  have  experienced  high
volatility in recent years.
 
Latin  American countries may  also close certain sectors  of their economies to
equity investments  by foreigners.  Further  due to  the absence  of  securities
markets  and  publicly  owned corporations  and  due to  restrictions  on direct
investment by foreign entities,  investments may only be  made in certain  Latin
American   countries  solely   or  primarily   through  governmentally  approved
investment vehicles or companies.
 
Certain Latin American countries may have managed currencies that are maintained
at artificial levels to the U.S. dollar rather than at levels determined by  the
market.  This type  of system can  lead to  sudden and large  adjustments in the
currency which, in turn,  can have a disruptive  and negative effect on  foreign
investors.  For example, in late  1994, the value of  the Mexican peso lost more
than one-third of its value relative to the U.S. dollar.
 
    SPECIAL CONSIDERATIONS AFFECTING EMERGING MARKETS. The Strategic Income Fund
and the Portfolio may invest in  debt securities in emerging markets.  Investing
in  securities in emerging countries may  entail greater risks than investing in
debt securities in  developed countries.  These risks include  (i) less  social,
political and economic stability; (ii) the small current size of the markets for
such  securities and the  currently low or nonexistent  volume of trading, which
result in a  lack of liquidity  and in greater  price volatility; (iii)  certain
national  policies  which  may  restrict the  Strategic  Income  Fund's  and the
Portfolio's investment opportunities,  including restrictions  on investment  in
issuers  or  industries deemed  sensitive  to national  interests;  (iv) foreign
taxation; and  (v) the  absence  of developed  structures governing  private  or
foreign  investment  or  allowing for  judicial  redress for  injury  to private
property.
 
Settlement mechanisms in emerging securities  markets may be less efficient  and
reliable  than in  more developed markets.  In such  emerging securities markets
there may be share registration and delivery delays or failures.
 
Many emerging market countries have experienced substantial, and in some periods
extremely  high,  rates  of  inflation  for  many  years.  Inflation  and  rapid
fluctuations in inflation rates and corresponding currency devaluations have had
and  may  continue to  have  negative effects  on  the economies  and securities
markets of certain emerging market countries.
 
                  Statement of Additional Information Page 19
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                             INVESTMENT LIMITATIONS
 
- --------------------------------------------------------------------------------
 
Each Fund and the Portfolio has adopted the following investment limitations  as
fundamental policies which may not be changed without approval by the holders of
the lesser of (i) 67% of that Fund's shares or the total beneficial interests of
the Portfolio represented at a meeting at which more than 50% of the outstanding
shares  of  the Fund  or the  total  beneficial interests  of the  Portfolio are
represented, or (ii) more than 50% of the outstanding shares of the Fund or  the
total  beneficial interests of  the Portfolio. Whenever the  High Income Fund is
requested to vote on  a change in the  investment limitations of the  Portfolio,
the  Fund will  hold a meeting  of its shareholders  and will cast  its votes as
instructed by its shareholders.
 
                             GOVERNMENT INCOME FUND
 
The Government Income Fund may not:
 
        (1) Purchase any security if, as a result of that purchase, 25% or  more
    of the Fund's total assets would be invested in securities of issuers having
    their  principal business activities in the  same industry, except that this
    limitation does not  apply to securities  issued or guaranteed  by the  U.S.
    government, its agencies or instrumentalities;
 
        (2)  Purchase or sell real estate, except that investments in securities
    of issuers  that invest  in real  estate and  investments in  mortgage-based
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the Fund may exercise rights  under agreements relating to such  securities,
    including  the right to  enforce security interests and  to hold real estate
    acquired by  reason  of such  enforcement  until  that real  estate  can  be
    liquidated in an orderly manner;
 
        (3)  Engage in the business of underwriting securities of other issuers,
    except to the extent that the Fund might be considered an underwriter  under
    the  federal securities laws in connection with its disposition of portfolio
    securities;
 
        (4) Make loans, except through loans of portfolio securities or  through
    repurchase  agreements, provided that  for purposes of  this limitation, the
    acquisition of bonds, debentures, other  debt securities or instruments,  or
    participations  or  other interests  therein  and investments  in government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan;
 
        (5) Issue senior securities or  borrow money, except as permitted  under
    the  1940 Act and then not  in excess of 33 1/3%  of the Fund's total assets
    (including  the  amount  borrowed  but   reduced  by  any  liabilities   not
    constituting  borrowings) at the time of the borrowing, except that the Fund
    may borrow up to  an additional 5%  of its total  assets (not including  the
    amount borrowed) for temporary or emergency purposes; or
 
        (6)  Purchase or sell  physical commodities, but  the Fund may purchase,
    sell or enter into financial options and futures, forward and spot  currency
    contracts,  swap transactions  and other  financial contracts  or derivative
    instruments.
 
Notwithstanding any other investment policy of the Fund, the Fund may invest all
of  its  investable  assets  (cash,   securities  and  receivables  related   to
securities)  in an  open-end management investment  company having substantially
the same investment objective, policies and limitations as the Fund.
 
For purposes  of the  Fund's concentration  policy contained  in limitation  (1)
above,  the Fund intends to comply with  the SEC staff positions that securities
issued or  guaranteed  as  to  principal and  interest  by  any  single  foreign
government or any supranational organizations in the aggregate are considered to
be securities of issuers in the same industry.
 
   
The  following  investment  policies  of  the  Government  Income  Fund  are not
fundamental policies  and may  be changed  by  vote of  the Company's  Board  of
Directors without shareholder approval. The Fund may not:
    
 
        (1)  Borrow  money to  purchase securities  or  borrow money  except for
    temporary or emergency purposes.  While borrowings exceed  5% of the  Fund's
    total assets, the Fund will not make any additional investments;
 
        (2)  Invest in securities of an issuer if the investment would cause the
    Fund to own more than 10% of any class of securities of any one issuer;
 
                  Statement of Additional Information Page 20
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
        (3) Purchase securities  on margin,  provided that the  Fund may  obtain
    short-term  credits as may  be necessary for the  clearance of purchases and
    sales of securities,  and further  provided that  the Fund  may make  margin
    deposits  in  connection  with its  use  of financial  options  and futures,
    forward and spot currency contracts,  swap transactions and other  financial
    contracts or derivative instruments;
 
        (4) Enter into a futures contract, if, as a result thereof, more than 5%
    of  the Fund's total assets  (taken at market value  at the time of entering
    into the contract) would be committed to margin on such futures contracts;
 
        (5) Purchase securities for which there is no readily available  market,
    or  enter into repurchase  agreements or purchase  time deposits maturing in
    more than seven days, or  purchase OTC options or  hold assets set aside  to
    cover OTC options written by the Fund, if immediately after and as a result,
    the  value of  such securities  would exceed, in  the aggregate,  15% of the
    Fund's net assets; or
 
        (6) Mortgage, pledge, or  hypothecate any of  its assets, provided  that
    this  shall not apply to  the transfer of securities  in connection with any
    permissible borrowing  or  to  collateral arrangements  in  connection  with
    permissible activities.
 
                             STRATEGIC INCOME FUND
 
The Strategic Income Fund may not:
 
        (1)  Purchase any security if, as a result of that purchase, 25% or more
    of the Fund's total assets would be invested in securities of issuers having
    their principal business activities in  the same industry, except that  this
    limitation  does not  apply to securities  issued or guaranteed  by the U.S.
    government, its agencies or instrumentalities;
 
        (2) Purchase or sell real estate, except that investments in  securities
    of  issuers that  invest in  real estate  and investments  in mortgage-based
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the  Fund may exercise rights under  agreements relating to such securities,
    including the right to  enforce security interests and  to hold real  estate
    acquired  by  reason  of such  enforcement  until  that real  estate  can be
    liquidated in an orderly manner;
 
        (3) Engage in the business of underwriting securities of other  issuers,
    except  to the extent that the Fund might be considered an underwriter under
    the federal securities laws in connection with its disposition of  portfolio
    securities;
 
        (4)  Make loans, except through loans of portfolio securities or through
    repurchase agreements, provided  that for purposes  of this limitation,  the
    acquisition  of bonds, debentures, other  debt securities or instruments, or
    participations or  other interests  therein  and investments  in  government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan;
 
        (5)  Issue senior securities or borrow  money, except as permitted under
    the 1940 Act and then  not in excess of 33  1/3% of the Fund's total  assets
    (including   the  amount  borrowed  but   reduced  by  any  liabilities  not
    constituting borrowings) at the time of the borrowing, except that the  Fund
    may  borrow up to  an additional 5%  of its total  assets (not including the
    amount borrowed) for temporary or emergency purposes; or
 
        (6) Purchase or sell  physical commodities, but  the Fund may  purchase,
    sell  or enter into financial options and futures, forward and spot currency
    contracts, swap  transactions and  other financial  contracts or  derivative
    instruments.
 
Notwithstanding any other investment policy of the Fund, the Fund may invest all
of   its  investable  assets  (cash,   securities  and  receivables  related  to
securities) in an  open-end management investment  company having  substantially
the same investment objective, policies and limitations as the Fund.
 
For  purposes of  the Fund's  concentration policy  contained in  limitation (1)
above, the Fund intends to comply  with the SEC staff positions that  securities
issued  or  guaranteed  as  to  principal and  interest  by  any  single foreign
government or any supranational organizations in the aggregate are considered to
be securities of issuers in the same industry.
 
   
The  following  investment  policies  of  the  Strategic  Income  Fund  are  not
fundamental  policies  and may  be changed  by  vote of  the Company's  Board of
Directors without shareholder approval. The Fund may not:
    
 
        (1) Invest more than 15% of its total assets in illiquid securities;
 
        (2)  Borrow  money  to  purchase  securities  and  will  not  invest  in
    securities  of an issuer if the investment  would cause the Fund to own more
    than 10% of any  class of securities of  any one issuer (provided,  however,
    that the Fund
 
                  Statement of Additional Information Page 21
<PAGE>
                            AIM GLOBAL INCOME FUNDS
    may invest all of its investable assets in an open-end management investment
    company  with substantially  the same  investment objectives,  policies, and
    limitations as the Fund.);
 
        (3) Invest  more  than  10% of  its  total  assets in  shares  of  other
    investment  companies and invest more than 5% of its total assets in any one
    investment company  or  acquire  more  than 3%  of  the  outstanding  voting
    securities  of any one investment company  (provided, however, that the Fund
    may invest all of its investable assets in an open-end management investment
    company with  substantially the  same investment  objectives, policies,  and
    limitations as the Fund);
 
        (4)  Purchase securities  on margin, provided  that the  Fund may obtain
    short-term credits as may  be necessary for the  clearance of purchases  and
    sales  of securities,  and further  provided that  the Fund  may make margin
    deposits in  connection  with its  use  of financial  options  and  futures,
    forward  and spot currency contracts,  swap transactions and other financial
    contracts or derivative instruments;
 
        (5) Enter into a futures contract, if, as a result thereof, more than 5%
    of the Fund's total assets  (taken at market value  at the time of  entering
    into  the contract) would be committed  to margin on such futures contracts;
    or
 
        (6) Mortgage, pledge, or  hypothecate any of  its assets, provided  that
    this  shall not apply to  the transfer of securities  in connection with any
    permissible borrowing  or  to  collateral arrangements  in  connection  with
    permissible activities.
 
                       HIGH INCOME FUND AND THE PORTFOLIO
 
The High Income Fund and the Portfolio each may not:
 
        (1)  Purchase any security if, as a result of that purchase, 25% or more
    of the Fund's total assets would be invested in securities of issuers having
    their principal business activities in  the same industry, except that  this
    limitation  does not  apply to securities  issued or guaranteed  by the U.S.
    government, its agencies or instrumentalities;
 
        (2) Purchase or sell real estate, except that investments in  securities
    of  issuers that  invest in  real estate  and investments  in mortgage-based
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the  Fund may exercise rights under  agreements relating to such securities,
    including the right to  enforce security interests and  to hold real  estate
    acquired  by  reason  of such  enforcement  until  that real  estate  can be
    liquidated in an orderly manner;
 
        (3) Purchase or sell  physical commodities, but  the Fund may  purchase,
    sell  or enter into financial options and futures, forward and spot currency
    contracts, swap  transactions and  other financial  contracts or  derivative
    instruments;
 
        (4)  Engage in the business of underwriting securities of other issuers,
    except to the extent that the Fund might be considered an underwriter  under
    the  federal securities laws in connection with its disposition of portfolio
    securities;
 
        (5) Make loans, except through loans of portfolio securities or  through
    repurchase  agreements, provided that  for purposes of  this limitation, the
    acquisition of bonds, debentures, other  debt securities or instruments,  or
    participations  or  other interests  therein  and investments  in government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan; or
 
        (6) Issue senior securities or  borrow money, except as permitted  under
    the  1940 Act and then not  in excess of 33 1/3%  of the Fund's total assets
    (including  the  amount  borrowed  but   reduced  by  any  liabilities   not
    constituting  borrowings) at the time of the borrowing, except that the Fund
    may borrow up to  an additional 5%  of its total  assets (not including  the
    amount borrowed) for temporary or emergency purposes.
 
For purposes of the Fund's and the Portfolio's concentration policy contained in
limitation  (1) above, they intend  to comply with the  SEC staff positions that
securities issued  or guaranteed  as to  principal and  interest by  any  single
foreign  government  or any  supranational  organizations in  the  aggregate are
considered to be securities of issuers in the same industry.
 
   
The following investment policies of the High Income Fund and the Portfolio  are
not  fundamental policies and may  be changed by vote  of the Company's Board of
Directors or the Portfolio's Board of Trustees without shareholder approval. The
Fund and the Portfolio each may not:
    
 
                  Statement of Additional Information Page 22
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
        (1) Invest in securities of an issuer if the investment would cause  the
    Fund or the Portfolio to own more than 10% of any class of securities of any
    one  issuer  (provided,  however,  that  the  Fund  may  invest  all  of its
    investable  assets  in  an  open-end  management  investment  company   with
    substantially the same investment objectives as the Fund);
 
        (2)  Invest  in  companies  for the  purpose  of  exercising  control or
    management  (provided,  however,  that  the  Fund  may  invest  all  of  its
    investable   assets  in  an  open-end  management  investment  company  with
    substantially the same investment objectives as the Fund);
 
        (3) Enter into a futures contract, an option on a futures contract or an
    option on foreign currency traded on a CFTC-regulated exchange, in each case
    other than for BONA FIDE hedging purposes  (as defined by the CFTC), if  the
    aggregate  initial margin  and premiums required  to establish  all of those
    positions (excluding the amount by which options are "in-the-money") exceeds
    5% of the  liquidation value  of the  Fund's or  the Portfolio's  portfolio,
    after  taking into account  unrealized profits and  unrealized losses on any
    contracts the Fund or the Portfolio has entered into;
 
        (4) Invest  more  than  10% of  its  total  assets in  shares  of  other
    investment  companies and invest more than 5% of its total assets in any one
    investment company  or  acquire  more  than 3%  of  the  outstanding  voting
    securities  of any one investment company  (provided, however, that the Fund
    may invest all of its investable assets in an open-end management investment
    company with substantially the same investment objectives as the Fund);
 
        (5) Purchase securities  on margin,  provided that the  Fund may  obtain
    short-term  credits as may  be necessary for the  clearance of purchases and
    sales of securities,  and further  provided that  the Fund  may make  margin
    deposits  in  connection  with its  use  of financial  options  and futures,
    forward and spot currency contracts,  swap transactions and other  financial
    contracts or derivative instruments; or
 
        (6)  Mortgage, pledge, or  hypothecate any of  its assets, provided that
    this shall not apply  to the transfer of  securities in connection with  any
    permissible  borrowing  or  to collateral  arrangements  in  connection with
    permissible activities.
 
Investors should refer to the Prospectus for further information with respect to
each Fund's investment objectives, which may not be changed without the approval
of shareholders and the Portfolio's investment objectives, which may be  changed
without  the  approval  of  investors in  the  Portfolio,  and  other investment
policies and techniques, which may be changed without shareholder approval.
 
                  Statement of Additional Information Page 23
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                      EXECUTION OF PORTFOLIO TRANSACTIONS
 
- --------------------------------------------------------------------------------
 
   
Subject to  policies  established  by  the Company's  Board  of  Directors,  the
Sub-adviser  is  responsible  for the  execution  of the  Government  Income and
Strategic Income  Funds'  and the  Portfolio's  portfolio transactions  and  the
selection  of broker/ dealers that execute  such transactions on behalf of these
Funds and the Portfolio.  In executing transactions,  the Sub-adviser seeks  the
best  net results for the  Government Income and Strategic  Income Funds and the
Portfolio, taking  into  account  such  factors  as  the  price  (including  the
applicable brokerage commission or dealer spread), size of the order, difficulty
of  execution  and operational  facilities of  the  firm involved.  Although the
Sub-adviser generally seeks reasonably competitive commission rates and spreads,
payment of the lowest  commission or spread is  not necessarily consistent  with
the  best net  results. While  the Funds  and the  Portfolio may  engage in soft
dollar arrangements for research services, as described below, neither the Funds
nor the Portfolio has any obligation to deal with any broker/dealer or group  of
broker/ dealers in the execution of portfolio transactions.
    
 
Debt  securities generally are traded  on a "net" basis  with a dealer acting as
principal for its own account without a stated commission, although the price of
the security  usually  includes  a  profit  to  the  dealer.  U.S.  and  foreign
government  securities and money market instruments  generally are traded in the
OTC markets. In underwritten  offerings, securities usually  are purchased at  a
fixed  price which  includes an  amount of  compensation to  the underwriter. On
occasion, securities may be purchased directly from an issuer, in which case  no
commissions  or discounts  are paid.  Broker/dealers may  receive commissions on
futures, currency and options transactions.
 
Consistent with the interests  of the Funds and  the Portfolio, the  Sub-adviser
may  select  brokers  to  execute  the  Funds'  and  the  Portfolio's  portfolio
transactions on the basis of the research and brokerage services they provide to
the Sub-adviser for  its use in  managing the  Funds and the  Portfolio and  its
other  advisory accounts. Such services may include furnishing analyses, reports
and information concerning issuers, industries, securities, geographic  regions,
economic  factors and trends,  portfolio strategy, and  performance of accounts;
and  effecting  securities  transactions  and  performing  functions  incidental
thereto  (such  as clearance  and settlement).  Research and  brokerage services
received from such brokers are in addition to, and not in lieu of, the  services
required  to be  performed by  the Sub-adviser  under investment  management and
administration contracts. A commission paid to  such brokers may be higher  than
that  which another qualified  broker would have charged  for effecting the same
transaction, provided that the  Sub-adviser determines in  good faith that  such
commission  is reasonable in terms either  of that particular transaction or the
overall responsibility of the Sub-adviser to the Funds and the Portfolio and its
other clients and that the total commissions paid by the Funds and the Portfolio
will be reasonable in  relation to the  benefits received by  the Funds and  the
Portfolio  over  the long  term.  Research services  may  also be  received from
dealers who execute Fund transactions in OTC markets.
 
The Sub-adviser may allocate brokerage  transactions to broker/dealers who  have
entered  into arrangements under which the  broker/dealer allocates a portion of
the commissions paid by the Funds or the Portfolio toward payment of the  Funds'
or the Portfolio's expenses, such as transfer agent and custodian fees.
 
Investment  decisions for each  Fund and the Portfolio  and for other investment
accounts managed by  the Sub-adviser  are made  independently of  each other  in
light   of  differing   conditions.  However,   the  same   investment  decision
occasionally may be made for two or more of such accounts, including one or both
Funds and the  Portfolio. In  such cases, simultaneous  transactions may  occur.
Purchases  or sales are then allocated as to  price or amount in a manner deemed
fair and equitable to all accounts  involved. While in some cases this  practice
could  have a detrimental effect upon the price  or value of the security as far
as the Funds  and the Portfolio  are concerned, in  other cases the  Sub-adviser
believes that coordination and the ability to participate in volume transactions
will be beneficial to the Funds and the Portfolio.
 
   
Under  a policy adopted by the Company's  Board of Directors and the Portfolio's
Board of Trustees, and subject to the policy of obtaining the best net  results,
the  Sub-adviser may consider a broker/dealer's sale  of the shares of the Funds
and the  other funds  for which  AIM  or the  Sub-adviser serves  as  investment
manager  in  selecting  brokers  and  dealers  for  the  execution  of portfolio
transactions. This  policy does  not  imply a  commitment to  execute  portfolio
transactions  through all broker/dealers that sell  shares of the Funds and such
other funds.
    
 
                  Statement of Additional Information Page 24
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
Each  Fund  and  the  Portfolio  contemplates  purchasing  most  foreign  equity
securities  in  over-the-counter  markets  or  stock  exchanges  located  in the
countries in  which the  respective  principal offices  of  the issuers  of  the
various  securities are located, if that is the best available market. The fixed
commissions paid  in  connection  with  most  such  foreign  stock  transactions
generally  are higher than negotiated commissions on United States transactions.
There generally is less government  supervision and regulation of foreign  stock
exchanges  and brokers than  in the United  States. Foreign security settlements
may  in  some  instances  be  subject  to  delays  and  related   administrative
uncertainties.
 
Foreign equity securities may be held by a Fund and the Portfolio in the form of
American  Depository  Receipts  ("ADRs"), American  Depository  Shares ("ADSs"),
Continental  Depository  Receipts  ("CDRs")  or  European  Depository   Receipts
("EDRs")  or securities convertible into  foreign equity securities. ADRs, ADSs,
CDRs and EDRs may be listed on stock exchanges, or traded in the OTC markets  in
the  United States or  Europe, as the  case may be.  ADRs, like other securities
traded in the United States, will be subject to negotiated commission rates. The
foreign and domestic debt securities and  money market instruments in which  the
Funds and the Portfolio may invest generally are traded in the OTC markets.
 
   
The  Funds and  the Portfolio  contemplate that,  consistent with  the policy of
obtaining the best net results, brokerage transactions may be conducted  through
certain companies that are affiliated with AIM or the Sub-adviser. The Company's
Board  of Directors has  adopted procedures in conformity  with Rule 17e-1 under
the 1940 Act to  ensure that all brokerage  commissions paid to such  affiliates
are  reasonable  and  fair  in the  context  of  the market  in  which  they are
operating. Any such transactions will be effected and related compensation  paid
only  in accordance with applicable SEC  regulations. For the fiscal years ended
October 31,  1997,  1996  and  1995,  the  Portfolio  paid  aggregate  brokerage
commissions  of $0,  $86,600 and  $0, respectively.  For the  fiscal years ended
October 31,  1997, 1996  and 1995,  the Government  Income Fund  paid  aggregate
brokerage  commissions of $4,987,  $24,663 and $0,  respectively. For the fiscal
years ended October  31, 1997,  1996 and 1995,  the Strategic  Income Fund  paid
aggregate brokerage commissions of $6,177, $85,404 and $0, respectively.
    
 
PORTFOLIO TRADING AND TURNOVER
Each  Fund and the  Portfolio engages in portfolio  trading when the Sub-adviser
concludes that the sale of a security  owned by a Fund and the Portfolio  and/or
the  purchase of another  security of better value  can enhance principal and/or
increase income. A  security may  be sold to  avoid any  prospective decline  in
market  value, or a security may be  purchased in anticipation of a market rise.
Consistent with  each  Fund's  and  the  Portfolio's  investment  objectives,  a
security  also may be sold and a comparable security purchased coincidentally in
order to take  advantage of what  is believed to  be a disparity  in the  normal
yield  and price relationship between the two securities. Although the Funds and
the Portfolio  generally do  not intend  to trade  for short-term  profits,  the
securities  in each Fund's  and the Portfolio's portfolio  will be sold whenever
the Sub-adviser  believes it  is appropriate  to do  so, without  regard to  the
length  of time a particular security may  have been held. Portfolio turnover is
calculated by dividing the lesser of sales or purchases of portfolio  securities
by  each Fund's or the Portfolio's  average month-end portfolio value, excluding
short-term  investments.  Higher  portfolio  turnover  involves  correspondingly
greater  brokerage commissions  and other transaction  costs that a  Fund or the
Portfolio will bear directly, and may  result in the realization of net  capital
gains  that  are  taxable  when distributed  to  each  Fund's  shareholders. The
portfolio turnover rates for the  Government Income Fund, Strategic Income  Fund
and the Portfolio the last two fiscal years were as follows:
 
<TABLE>
<CAPTION>
                                                                                              YEAR ENDED OCT.    YEAR ENDED
                                                                                                 31, 1997       OCT. 31, 1996
                                                                                              ---------------  ---------------
<S>                                                                                           <C>              <C>
Government Income Fund......................................................................          241%             268%
Strategic Income Fund.......................................................................          149%             177%
High Income Portfolio.......................................................................          214%             290%
</TABLE>
 
                  Statement of Additional Information Page 25
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
                        DIRECTORS AND EXECUTIVE OFFICERS
    
 
- --------------------------------------------------------------------------------
 
   
The  Company's Directors and Executive Officers and the Portfolio's Trustees and
Executive Officers are listed below. The  term "Directors" as used below  refers
to the Company's Directors and the Portfolio's Trustees collectively.
    
 
   
<TABLE>
<CAPTION>
NAMES, POSITION(S) WITH THE                    PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY/PORTFOLIO AND ADDRESS                  EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------------  --------------------------------------------------------------------------------
<S>                                            <C>
William J. Guilfoyle*, 39                      Mr. Guilfoyle is President, GT Global, Inc. since 1995; Director, GT Global
Director, Chairman of the Board and President  since 1991; Senior Vice President and Director of Sales and Marketing, GT Global
50 California Street                           from May 1992 to April 1995; Vice President and Director of Marketing, GT Global
San Francisco, CA 94111                        from 1987 to 1992; Director, Liechtenstein Global Trust AG (holding company of
                                               the various international GT companies) Advisory Board since January 1996;
                                               Director, G.T. Global Insurance Agency ("G.T. Insurance") since 1996; President
                                               and Chief Executive Officer, G.T. Insurance since 1995; Senior Vice President
                                               and Director, Sales and Marketing, G.T. Insurance from April 1995 to November
                                               1995; Senior Vice President, Retail Marketing, G.T. Insurance from 1992 to 1993.
                                               Mr. Guilfoyle is also a trustee of each of the other investment companies
                                               registered under the 1940 Act that is sub-advised or sub-administered by the
                                               Sub-adviser.
 
C. Derek Anderson, 57                          Mr. Anderson is President, Plantagenet Capital Management, LLC (an investment
Director                                       partnership); Chief Executive Officer, Plantagenet Holdings, Ltd. (an investment
220 Sansome Street                             banking firm); Director, Anderson Capital Management, Inc. since 1988; Director,
Suite 400                                      PremiumWear, Inc. (formerly Munsingwear, Inc.) (a casual apparel company) and
San Francisco, CA 94104                        Director, "R" Homes, Inc. and various other companies. Mr. Anderson is also a
                                               trustee of each of the other investment companies registered under the 1940 Act
                                               that is sub-advised or sub-administered by the Sub-adviser.
 
Frank S. Bayley, 58                            Mr. Bayley is a partner of the law firm of Baker & McKenzie, and serves as a
Director                                       Director and Chairman of C.D. Stimson Company (a private investment company).
Two Embarcadero Center                         Mr. Bayley is also a trustee of each of the other investment companies
Suite 2400                                     registered under the 1940 Act that is sub-advised or sub- administered by the
San Francisco, CA 94111                        Sub-adviser.
 
Arthur C. Patterson, 54                        Mr. Patterson is Managing Partner of Accel Partners (a venture capital firm). He
Director                                       also serves as a director of Viasoft and PageMart, Inc. (both public software
428 University Avenue                          companies), as well as several other privately held software and communications
Palo Alto, CA 94301                            companies. Mr. Patterson is also a trustee of each of the other investment
                                               companies registered under the 1940 Act that is sub-advised or sub-administered
                                               by the Sub-adviser.
 
Ruth H. Quigley, 63                            Miss Quigley is a private investor. From 1984 to 1986, she was President of
Director                                       Quigley Friedlander & Co., Inc. (a financial advisory services firm). Miss
1055 California Street                         Quigley is also a trustee of each of the other investment companies registered
San Francisco, CA 94108                        under the 1940 Act that is sub-advised or sub-administered by the Sub-adviser.
</TABLE>
    
 
- --------------
*  Mr. Guilfoyle is an "interested person" of the Company as defined by the 1940
Act due to his affiliation with the Sub-adviser.
 
                  Statement of Additional Information Page 26
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
<TABLE>
<CAPTION>
NAMES, POSITION(S) WITH THE                    PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY/PORTFOLIO AND ADDRESS                  EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------------  --------------------------------------------------------------------------------
<S>                                            <C>
John J. Arthur+, 53                            Director, Senior Vice President and Treasurer, A I M Advisors, Inc.; Vice
Vice President                                 President and Treasurer, A I M Management Group Inc., A I M Capital Management,
                                               Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund Management
                                               Company.
 
Kenneth W. Chancey, 52                         Senior Vice President -- Mutual Fund Accounting, the Sub-adviser since 1997;
Vice President and                             Vice President -- Mutual Fund Accounting, the Sub-adviser from 1992 to 1997.
Principal Accounting Officer
50 California Street
San Francisco, CA 94111
 
Melville B. Cox, 54                            Vice President and Chief Compliance Officer, A I M Advisors, Inc., A I M Capital
Vice President                                 Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund
                                               Management Company.
 
Gary T. Crum, 50                               Director and President, A I M Capital Management, Inc.; Director and Senior Vice
Vice President                                 President, A I M Management Group Inc. and A I M Advisors, Inc.; and Director,
                                               A I M Distributors, Inc. and AMVESCAP PLC.
 
Robert H Graham, 51                            Director, President and Chief Executive Officer, A I M Management Group Inc.;
Vice President                                 Director and President, A I M Advisors, Inc.; Director and Senior Vice
                                               President, A I M Capital Management, Inc., A I M Distributors, Inc., A I M Fund
                                               Services, Inc. and Fund Management Company; Director, AMVESCAP PLC; Chairman of
                                               the Board of Directors and President, INVESCO Holdings Canada Inc.; and
                                               Director, AIM Funds Group Canada Inc. and INVESCO G.P. Canada Inc.
 
Helge K. Lee, 52                               Chief Legal and Compliance Officer -- North America, the Sub-adviser since
Vice President                                 October 1997; Executive Vice President of the Asset Management Division of
50 California Street                           Liechtenstein Global Trust since October 1996; Senior Vice President, General
San Francisco, CA 94111                        Counsel and Secretary of LGT Asset Management, Inc., INVESCO (NY), Inc., GT
                                               Global, GT Global Investor Services, Inc. and G.T. Insurance from May 1994 to
                                               October 1996; Senior Vice President, General Counsel and Secretary of
                                               Strong/Corneliuson Management, Inc. and Secretary of each of the Strong Funds
                                               from October 1991 through May 1994.
 
Carol F. Relihan+, 43                          Director, Senior Vice President, General Counsel and Secretary, A I M Advisors,
Vice President                                 Inc.; Vice President, General Counsel and Secretary, A I M Management Group
                                               Inc.; Director, Vice President and General Counsel, Fund Management Company;
                                               Vice President and General Counsel, A I M Fund Services, Inc.; and Vice
                                               President, A I M Capital Management, Inc. and A I M Distributors, Inc.
 
Dana R. Sutton, 39                             Vice President and Fund Controller, A I M Advisors, Inc.; and Assistant Vice
Vice President and                             President and Assistant Treasurer, Fund Management Company.
Assistant Treasurer
</TABLE>
    
 
- ------------------
   
+  Mr. Arthur and Ms. Relihan are married to each other.
    
 
                  Statement of Additional Information Page 27
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
The  Board of Directors has  a Nominating and Audit  Committee, composed of Miss
Quigley and Messrs.  Anderson, Bayley  and Patterson, which  is responsible  for
nominating  persons to serve  as Directors, reviewing audits  of the Company and
its funds  and  recommending firms  to  serve  as independent  auditors  of  the
Company. Each of the Directors and Officers of the Company is also a Director or
Trustee  and Officer of AIM Investment Portfolios, Inc., AIM Floating Rate Fund,
AIM Series Trust, AIM Growth Series, AIM Eastern Europe Fund, GT Global Variable
Investment Trust,  GT  Global  Variable  Investment  Series,  Global  Investment
Portfolio,  Floating  Rate  Portfolio  and  Growth  Portfolio,  which  also  are
registered  investment  companies  advised  by   AIM  and  sub-advised  by   the
Sub-adviser  or an affiliate thereof. Each  Director, Trustee and Officer serves
in total as  a Director,  Trustee and  Officer, respectively,  of 12  registered
investment  companies  with  47  series  managed  or  administered  by  AIM  and
sub-advised or sub-administered by the Sub-adviser.  Each Director who is not  a
director,  officer or employee  of the Sub-adviser or  any affiliated company is
paid aggregate fees of $5,000 a year plus $300 per Fund for each meeting of  the
Board  attended, and reimbursed travel and other expenses incurred in connection
with attendance  at  such meetings.  Other  Directors and  Officers  receive  no
compensation  or expense  reimbursement from  the Company.  For the  fiscal year
October 31, 1997, Mr. Anderson, Mr. Bayley, Mr. Patterson and Miss Quigley,  who
are  not directors, officers, or employees  of the Sub-adviser or any affiliated
companies, received total compensation of $38,650, $38,650, $27,850 and $38,650,
respectively, from the Company's series  Funds for their services as  Directors.
For  the  fiscal year  ended October  31,  1997, Mr.  Anderson, Mr.  Bayley, Mr.
Patterson and Miss Quigley, who are not directors, officers or employees of  the
Sub-adviser  or  any other  affiliated company,  received total  compensation of
$117,304, $114,386,  $88,350 and  $111,688,  respectively, from  the  investment
companies  managed or administered by AIM and sub-advised or sub-administered by
the Sub-adviser for which he  or she serves as a  Director or Trustee. Fees  and
expenses  disbursed to the Directors contained  no accrued or payable pension or
retirement benefits. As  of May 7,  1998, the Officers  and Directors and  their
families  as a group owned in the  aggregate beneficially or of record less than
1% of the outstanding shares of the Funds or of all the Company's series in  the
aggregate.
    
 
                  Statement of Additional Information Page 28
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
   
AIM  serves  as the  Government Income  Fund's and  the Strategic  Income Fund's
investment  manager  and  administrator  under  an  investment  management   and
administration  contract  between  the  Company  and  AIM  ("Company  Management
Contract"). The Sub-adviser serves as  the sub-adviser and sub-administrator  to
the  Government Income Fund  and Strategic Income Fund  under a Sub-Advisory and
Sub-Administration Contract  between AIM  and the  Sub-adviser  ("Sub-Management
Contract,"   and  together   with  the  Management   Contract,  the  "Management
Contracts"). AIM series as the Portfolio's investment manager and  administrator
under an Investment Management and Administration Contract between the Portfolio
and   AIM   ("Portfolio   Management   Contract")   (collectively,   "Management
Contracts").  The  Sub-adviser  serves   as  the  Portfolio's  sub-adviser   and
sub-administrator  under a Sub-Advisory and Sub-Administration Agreement between
AIM and the Sub-adviser ("Portfolio Management Sub-Contract," and together  with
the  Portfolio Management  Contract, the "Portfolio  Management Contracts"). AIM
serves as the High Income Fund's administrator under an Administration  Contract
("Administration  Contract") between the Company and AIM. The Sub-adviser serves
as sub-administrator to  each Feeder  Fund under  a sub-administration  contract
between  AIM and  the Sub-adviser  ("Administration Sub-Contract,"  and together
with  the  Administration   Contract,  the   "Administration  Contracts").   The
Administration Contracts will not be deemed advisory contracts, as defined under
the 1940 Act. As investment managers and administrators, AIM and the Sub-adviser
make  all investment  decisions for  the Government  Income Fund,  the Strategic
Income Fund and the  Portfolio, and as administrators,  AIM and the  Sub-adviser
administer  each Fund's and the Portfolio's affairs. Among other things, AIM and
the Sub-adviser  furnish  the  services  and pay  the  compensation  and  travel
expenses  of  persons who  perform the  executive, administrative,  clerical and
bookkeeping functions of the Company, the  Funds, and the Portfolio and  provide
suitable office space, necessary small office equipment and utilities.
    
 
   
The  Management Contracts may  be renewed for one-year  terms, provided that any
such renewal  has been  specifically  approved at  least  annually by:  (i)  the
Company's   Board  of  Directors  or  the  Portfolio's  Board  of  Trustees,  as
applicable, or  by the  vote of  a majority  of the  Fund's or  the  Portfolio's
outstanding  voting securities (as defined in the 1940 Act), and (ii) a majority
of  Directors  who  are  not  parties   to  the  Management  Contracts  or   the
Administration  Contracts,  as applicable  or "interested  persons" of  any such
party (as defined in the 1940 Act), cast  in person at a meeting called for  the
specific  purpose of voting  on such approval.  The Management Contracts provide
that with respect to the Government  Income Fund, the Strategic Income Fund  and
the  Portfolio and the Administration Contract provides that with respect to the
High Income  Fund either  the  Company, the  Portfolio or  each  of AIM  or  the
Sub-adviser  may terminate the  Management Contracts without  penalty upon sixty
days' written  notice to  the  other party.  The  Management Contracts  and  the
Administration   Contracts  terminate  automatically  in   the  event  of  their
assignment (as defined in the 1940 Act).
    
 
In each  of  the  last  three  fiscal years  the  Government  Income  Fund  paid
investment  management  and  administration  fees  to  the  Sub-adviser  in  the
following amounts:
 
<TABLE>
<CAPTION>
                                            YEAR ENDED OCT. 31,                                               AMOUNT PAID
- -----------------------------------------------------------------------------------------------------------  -------------
<S>                                                                                                          <C>
1997.......................................................................................................   $ 2,403,043
1996.......................................................................................................     3,672,503
1995.......................................................................................................     4,946,971
</TABLE>
 
In each of the last three fiscal years the Strategic Income Fund paid investment
management and administration fees to the Sub-adviser in the following amounts:
 
<TABLE>
<CAPTION>
                                            YEAR ENDED OCT. 31,                                               AMOUNT PAID
- -----------------------------------------------------------------------------------------------------------  -------------
<S>                                                                                                          <C>
1997.......................................................................................................   $ 3,474,804
1996.......................................................................................................     3,807,689
1995.......................................................................................................     4,293,053
</TABLE>
 
                  Statement of Additional Information Page 29
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
In each  of  the  last  three  fiscal years,  the  High  Income  Portfolio  paid
investment  management  and  administration  fees  to  the  Sub-adviser  in  the
following amounts:
 
   
<TABLE>
<CAPTION>
                                          YEAR ENDED OCTOBER 31,                                              AMOUNT PAID
- -----------------------------------------------------------------------------------------------------------  -------------
<S>                                                                                                          <C>
1997.......................................................................................................   $ 2,971,167
1996.......................................................................................................     3,014,924
1995.......................................................................................................     2,411,786
</TABLE>
    
 
In each of the  last three fiscal  years, the High  Income Fund paid  investment
management and administration fees to the Sub-adviser in the following amounts:
 
   
<TABLE>
<CAPTION>
                                          YEAR ENDED OCTOBER 31,                                              AMOUNT PAID
- -----------------------------------------------------------------------------------------------------------  -------------
<S>                                                                                                          <C>
1997.......................................................................................................   $ 1,136,471
1996.......................................................................................................     1,015,220
1995.......................................................................................................       860,884
</TABLE>
    
 
DISTRIBUTION SERVICES
   
Each  Fund's Advisor Class  shares are offered  continuously through each Fund's
principal underwriter  and distributor,  AIM Distributors  on a  "best  efforts"
basis  pursuant to separate  distribution contracts between  the Company and AIM
Distributors without a sales charge or a contingent deferred sales charge.
    
 
TRANSFER AGENCY AND ACCOUNTING AGENCY SERVICES
The Transfer  Agent  has been  retained  by  the Funds  to  perform  shareholder
servicing,  reporting and general  transfer agent functions  for them. For these
services, the Transfer Agent  receives 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.  The
Transfer  Agent also is  reimbursed by each Fund  for its out-of-pocket expenses
for such  items as  postage,  forms, telephone  charges, stationery  and  office
supplies.  The Sub-adviser serves  as each Fund's  pricing and accounting agent.
For the fiscal years ended  October 31, 1997, October  31, 1996 and October  31,
1995,  the Fund paid  accounting services fees to  the Sub-adviser of Government
Income Fund, Strategic Income Fund, and High Income Fund were $85,149,  $127,205
and $40,218; $123,309, $131,517 and $34,980; and $116,607, $101,697 and $22,563,
respectively.
 
EXPENSES OF THE FUNDS AND THE PORTFOLIO
Each  Fund  and  the  Portfolio  pays  all  expenses  not  assumed  by  AIM, the
Sub-adviser, AIM  Distributors  and other  agents.  These expenses  include,  in
addition  to the advisory, distribution, transfer agency, pricing and accounting
agent and brokerage fees  discussed above, legal  and audit expenses,  custodian
fees,  directors' fees, organizational  fees, fidelity bond  and other insurance
premiums,  taxes,  extraordinary  expenses  and  the  expenses  of  reports  and
prospectuses  sent  to existing  investors.  The allocation  of  general Company
expenses and expenses shared by the Funds and other funds organized as series of
the Company are allocated  on a basis  deemed fair and  equitable, which may  be
based  on the  relative net assets  of the Funds  or the nature  of the services
performed and relative applicability to each Fund. Expenditures, including costs
incurred in connection with the purchase or sale of portfolio securities,  which
are  capitalized  in accordance  with  generally accepted  accounting principles
applicable to investment companies, are accounted  for as capital items and  not
as  expenses.  The ratio  of each  Fund's  and the  Portfolio's expenses  to its
relative net assets  can be expected  to be  higher than the  expense ratios  of
funds investing solely in domestic securities, since the cost of maintaining the
custody of foreign securities and the rate of investment management fees paid by
each Fund and the Portfolio generally are higher than the comparable expenses of
such other funds.
 
                  Statement of Additional Information Page 30
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                            VALUATION OF FUND SHARES
 
- --------------------------------------------------------------------------------
 
   
As  described in the Prospectus, each Fund's  net asset value per share for each
class of shares is determined  at the close of regular  trading on the New  York
Stock  Exchange  ("NYSE") (currently,  4:00 P.M.  Eastern time,  unless weather,
equipment failure or  other factors  contribute to an  earlier closing  business
time) on each business day the NYSE is open for business. Currently, the NYSE is
closed  on weekends and on certain days  relating to the following holidays: New
Year's Day, Martin Luther King Day, President's Day, Good Friday, Memorial  Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
    
 
Each Fund's and the Portfolio's portfolio securities and other assets are valued
as follows:
 
Equity  securities, including  ADRs, ADSs  and EDRs,  which are  traded on stock
exchanges are valued at the last sale price on the exchange or in 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  the
Sub-adviser to be the primary market.
 
Long-term  debt obligations are valued at  the mean of representative quoted bid
or asked prices for  such securities or,  if such prices  are not available,  at
prices  for securities of  comparable maturity, quality  and type; however, when
the Sub-adviser deems it appropriate, prices  obtained for the day of  valuation
from  a  bond pricing  service  will be  used.  Short-term debt  investments are
amortized to  maturity  based  on  their cost,  adjusted  for  foreign  exchange
translation, provided such valuations represent fair value.
 
Options  on  indices,  securities and  currencies  purchased  by a  Fund  or the
Portfolio are valued at their last bid  price in the case of listed options  or,
in  the case of OTC options at the  average of the last bid prices obtained from
dealers, unless a  quotation from only  one dealer is  available, in which  case
only  that dealer's price will  be used. When market  quotations for futures and
options on futures held by a Fund or the Portfolio are readily available,  those
positions will be valued based upon such quotations.
 
   
Securities  and  other  assets  for  which  market  quotations  are  not readily
available (including restricted securities which  are subject to limitations  as
to  their sale) are valued at fair value as determined in good faith by or under
the direction  of the  Company's Board  of Directors.  The valuation  procedures
applied  in any specific instance are likely to vary from case to case. However,
consideration is generally  given to the  financial position of  the issuer  and
other  fundamental analytical data relating to  the investment and to the nature
of the restrictions on disposition of the securities (including any registration
expenses that might be borne by  the Fund in connection with such  disposition).
In addition, specific factors also are generally considered, such as the cost of
the  investment, the  market value  of any  unrestricted securities  of the same
class (both at the time of purchase and  at the time of valuation), the size  of
the  holding, the prices  of any recent  transactions or offers  with respect to
such securities and any available analysts' reports regarding the issuer.
    
 
The fair value  of any  other assets  is added to  the value  of all  securities
positions  to arrive at the  value of a Fund's  or the Portfolio's total assets.
The Fund's or the Portfolio's liabilities, including accruals for expenses,  are
deducted  from  its  total assets.  Once  the total  value  of a  Fund's  or the
Portfolio's net assets is so determined, that value is then divided by the total
number of  shares  outstanding  (excluding treasury  shares),  and  the  result,
rounded to the nearest cent, is the net asset value per share.
 
   
Any  assets or liabilities initially denominated  in terms of foreign currencies
are translated into U.S. dollars at the official exchange rate or at the mean of
the current bid and asked prices of such currencies against the U.S. dollar last
quoted by a major  bank that is  a regular participant  in the foreign  exchange
market  or on the basis of a pricing  service that takes into account the quotes
provided by a  number of such  major banks.  If none of  these alternatives  are
available  or none are deemed to provide a suitable methodology for converting a
foreign currency into U.S. dollars, the Board of Directors, in good faith,  will
establish a conversion rate for such currency.
    
 
European, Far Eastern or Latin American securities trading may not take place on
all  days on which  the NYSE is  open. Further, trading  takes place in Japanese
markets on certain Saturdays and in various foreign markets on days on which the
 
                  Statement of Additional Information Page 31
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
NYSE is not  open. Consequently, the  calculation of the  Funds' respective  net
asset   values  therefore  may   not  take  place   contemporaneously  with  the
determination of the prices  of securities held by  the Funds. Events  affecting
the  values of portfolio securities that occur between the time their prices are
determined and the close of regular trading on the NYSE will not be reflected in
the Funds' net asset values unless the Sub-adviser, under the supervision of the
Company's Board  of  Directors,  determines  that  the  particular  event  would
materially  affect net asset value. As a result, a Fund's net asset value may be
significantly affected  by  such  trading  on days  when  a  shareholder  cannot
purchase or redeem shares of the Fund.
    
 
- --------------------------------------------------------------------------------
 
                       INFORMATION RELATING TO SALES AND
                                  REDEMPTIONS
 
- --------------------------------------------------------------------------------
 
PAYMENT AND TERMS OF OFFERING
Payment  for  Advisor Class  shares  of a  fund  purchased should  accompany the
purchase order, or funds should be wired  to the Transfer Agent as described  in
the  Prospectus. Payment for Fund  shares, other than by  wire transfer, must be
made by check or money order drawn on  a U.S. bank. Checks or money orders  must
be payable in U.S. dollars.
 
   
As a condition of this offering, if an order to purchase Advisor Class shares is
cancelled  due  to nonpayment  (for  example, because  a  check is  returned for
insufficient funds), the person who made  the order will be responsible for  any
loss incurred by a Fund by reason of such cancellation, and if such purchaser is
a  shareholder, the Fund shall have the authority as agent of the shareholder to
redeem shares in his or  her account at their  then-current net asset value  per
share  to reimburse  that Fund for  the loss incurred.  Investors whose purchase
orders have been  cancelled due  to nonpayment  may be  prohibited from  placing
future orders.
    
 
Each  Fund  reserves the  right at  any time  to waive  or increase  the minimum
requirements applicable to initial or subsequent investments with respect to any
person or class of persons. An order to purchase shares is not binding on a Fund
until it  has  been  confirmed  in  writing by  the  Transfer  Agent  (or  other
arrangements  made with the Fund, in the  case of orders utilizing wire transfer
of funds, as described above) and payment has been received. To protect existing
shareholders, each Fund reserves the right to reject any offer for a purchase of
shares by any individual.
 
   
INDIVIDUAL RETIREMENT ACCOUNTS ("IRAS") AND OTHER TAX-DEFERRED PLANS
    
 
IRAS: If you have earned income from employment (including self-employment), you
can contribute each year to an IRA up  to the lesser of (1) $2,000 for  yourself
or  $4,000  for  you and  your  spouse,  regardless of  whether  your  spouse is
employed, or (2) 100% of compensation. Some  individuals may be able to take  an
income tax deduction for the contribution. Regular contributions may not be made
for  the year  you become 70  1/2 or  thereafter. Unless your  and your spouse's
earnings exceed  a certain  level, you  also may  establish an  "education  IRA"
and/or  a "Roth  IRA." Although  contributions to  these new  types of  IRAs are
nondeductible,  withdrawals   from  them   will   be  tax-free   under   certain
circumstances.  Please  consult  your  tax  adviser  for  more  information. IRA
applications are available from brokers or AIM Distributors.
 
ROLLOVER IRAS: Individuals who  receive distributions from qualified  retirement
plans  (other than  required distributions) and  who wish to  keep their savings
growing tax-deferred  can  roll  over  (or make  a  direct  transfer  of)  their
distribution  to a  Rollover IRA. These  accounts can also  receive rollovers or
transfers from an existing  IRA. If an "eligible  rollover distribution" from  a
qualified  employer-sponsored retirement plan is not  directly rolled over to an
IRA (or  certain  qualified plans),  withholding  at the  rate  of 20%  will  be
required  for federal income tax purposes.  A distribution from a qualified plan
that is not an "eligible  rollover distribution," including a distribution  that
is  one of series of substantially equal periodic payments, generally is subject
to regular wage withholding or withholding at the rate of 10% (depending on  the
type  and  amount  of  the  distribution), unless  you  elect  not  to  have any
withholding apply. Please consult your tax adviser for more information.
 
SEP-IRAS: Simplified  employee  pension  plans ("SEPs"  or  "SEP-IRAs")  provide
self-employed  individuals (and any eligible employees) with benefits similar to
Keogh plans (I.E.,  self-employed individual retirement  plans) or Code  Section
401(k)   plans,  but  with  fewer   administrative  requirements  and  therefore
potentially lower annual administration expenses.
 
                  Statement of Additional Information Page 32
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
CODE SECTION 403(B)(7) CUSTODIAL ACCOUNTS: Employees of public schools and  most
other  tax-exempt organizations can make  pre-tax salary reduction contributions
to these accounts.
 
PROFIT-SHARING  (INCLUDING   SECTION   401(K))  AND   MONEY   PURCHASE   PENSION
PLANS:  Corporations  and other  employers can  sponsor these  qualified defined
contribution plans  for  their employees.  A  Section  401(k) plan,  a  type  of
profit-sharing  plan, additionally permits the eligible, participating employees
to make  pre-tax salary  reduction  contributions to  the  plan (up  to  certain
limits).
 
SIMPLE  PLANS: Employers with  no more than  100 employees that  do not maintain
another retirement  plan  may  establish  a Savings  Incentive  Match  Plan  for
Employees  ("SIMPLE") either  as separate  IRAs or as  part of  a Section 401(k)
plan. SIMPLEs are not  subject to the  complicated nondiscrimination rules  that
generally apply to qualified retirement plans.
 
EXCHANGES BETWEEN FUNDS
   
Advisor  Class shares of each Fund may  be exchanged for Advisor Class shares of
the corresponding class  of other AIM/GT  Funds, based on  their respective  net
asset  values  without  imposition  of  any  sales  charges,  provided  that the
registration remains identical. The exchange privilege is not an option or right
to purchase shares but is permitted under the current policies of the respective
AIM/GT Funds. The privilege may be discontinued or changed at any time by any of
those funds upon sixty days' prior notice to the shareholders of the fund and is
available only  in  states  where  the exchange  may  be  made  legally.  Before
purchasing  shares through the exercise of the exchange privilege, a shareholder
should obtain and read a copy of the prospectus of the fund to be purchased  and
should consider its investment objective(s).
    
 
TELEPHONE REDEMPTIONS
A  corporation or partnership  wishing to utilize  telephone redemption services
must submit a "Corporate Resolution" or "Certificate of Partnership"  indicating
the names, titles and the required number of signatures of persons authorized to
act  on  its  behalf.  The  certificate must  be  signed  by  a  duly authorized
officer(s) and, in the  case of a corporation,  the corporate seal affixed.  All
shareholders  may request that  redemption proceeds be  transmitted by bank wire
directly to  the  shareholder's predesignated  account  at a  domestic  bank  or
savings institution, if the proceeds are at least $500. Costs in connection with
the  administration of this service, including wire charges, currently are borne
by the  appropriate Fund.  Proceeds of  less than  $500 will  be mailed  to  the
shareholder's  registered address  of record. The  Funds and  the Transfer Agent
reserve the right to refuse any  telephone instructions and may discontinue  the
aforementioned redemption options upon fifteen days' written notice.
 
SUSPENSION OF REDEMPTION PRIVILEGES
The  Funds may suspend redemption privileges or postpone the date of payment for
more than seven days after a redemption order is received during any period  (1)
when  the NYSE is closed  other than customary weekend  and holiday closings, or
trading on the NYSE is restricted as directed by the SEC, (2) when an  emergency
exists, as defined by the SEC, which makes it not reasonably practicable for the
Funds to dispose of securities owned by them or fairly to determine the value of
their assets, or (3) as the SEC may otherwise permit.
 
REDEMPTIONS IN KIND
   
It  is possible  that conditions  may arise  in the  future which  would, in the
opinion of the Company's Board of Directors,  make it undesirable for a Fund  to
pay  for all redemptions in cash. In such cases, the Board may authorize payment
to be  made in  portfolio securities  or  other property  of a  Fund,  so-called
"redemptions  in kind." Payment of  redemptions in kind will  be made in readily
marketable securities.  Such  securities  would  be valued  at  the  same  value
assigned  to  them in  computing  the net  asset  value per  share. Shareholders
receiving such  securities  would incur  brokerage  costs in  selling  any  such
securities  so received. However,  despite the foregoing,  the Company has filed
with the SEC an election pursuant to  Rule 18f-1 under the 1940 Act. This  means
that  each  Fund  will pay  in  cash all  requests  for redemption  made  by any
shareholder of record, limited in amount with respect to each shareholder during
any ninety-day period to the lesser of $250,000 or 1% of the net asset value  of
a  Fund at the beginning of such period. This election is irrevocable so long as
Rule 18f-1 remains in effect, unless  the SEC by order upon application  permits
the withdrawal of such election.
    
 
                  Statement of Additional Information Page 33
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                                     TAXES
 
- --------------------------------------------------------------------------------
 
TAXATION OF THE FUNDS
Each  Fund is treated as a separate corporation for federal income tax purposes.
To continue to qualify for treatment  as a regulated investment company  ("RIC")
under  the Code, each Fund must distribute  to its shareholders for each taxable
year at least 90% of its investment company taxable income (consisting generally
of net investment income, net short-term capital gain and net gains from certain
foreign  currency  transactions)  ("Distribution  Requirement")  and  must  meet
several  additional requirements. With respect  to each Fund, these requirements
include the following: (1) the Fund must derive at least 90% of its gross income
each taxable year from dividends, interest, payments with respect to  securities
loans  and gains  from the  sale or other  disposition of  securities or foreign
currencies, or other income  (including gains from  options, Futures or  Forward
Contracts)  derived with respect  to its business of  investing in securities or
those currencies ("Income Requirement").;  (2) at the close  of each quarter  of
the  Fund's taxable year, at least 50% of  the value of its total assets must be
represented by cash and  cash items, U.S.  government securities, securities  of
other RICs and other securities, with these other securities limited, in respect
of  any one issuer,  to an amount  that does not  exceed 5% of  the value of the
Fund's total assets and that  does not represent more  than 10% of the  issuer's
outstanding  voting securities;  and (3)  at the  close of  each quarter  of the
Fund's taxable year, not more than 25% of  the value of its total assets may  be
invested  in securities (other than U.S. government securities or the securities
of other RICs) of any  one issuer. The High Income  Fund, as an investor in  the
Portfolio, is deemed to own a proportionate share of the Portfolio's assets, and
to  earn  a  proportionate share  of  the  Portfolio's income,  for  purposes of
determining whether  that Fund  satisfies the  requirements described  above  to
qualify as a RIC.
 
Each Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to the
extent  it fails to distribute by the end of any calendar year substantially all
of its  ordinary income  for  that year  and capital  gain  net income  for  the
one-year period ending on October 31 of that year, plus certain other amounts.
 
See  "Taxation of Certain  Investment Activities" below for  a discussion of the
tax consequences to the High Income Fund of hedging transactions engaged in, and
investments in passive foreign investment companies ("PFICS") and other  foreign
securities by, the Portfolio.
 
TAXATION OF THE PORTFOLIO -- GENERAL
   
The Portfolio is treated as a partnership for federal income tax purposes and is
not  a "publicly traded partnership." As a  result, the Portfolio is not subject
to federal income  tax; instead, the  High Income  Fund, as an  investor in  the
Portfolio,  is required to  take into account in  determining its federal income
tax liability its share of the Portfolio's income, gains, losses, deductions and
credits, without regard to whether it  has received any cash distributions  from
the Portfolio. The Portfolio also is not subject to Delaware income or franchise
tax.
    
 
Because,  as  noted  above,  the  High  Income Fund  will  be  deemed  to  own a
proportionate share of the Portfolio's assets, and to earn a proportionate share
of the  Portfolio's  income,  for  purposes of  determining  whether  that  Fund
satisfies the requirements to qualify as a RIC, the Portfolio intends to conduct
its  operations so that the High Income Fund will be able to continue to satisfy
all those requirements.
 
   
Distributions to the High Income Fund from the Portfolio (whether pursuant to  a
partial  or complete  withdrawal or  otherwise) will  not result  in that Fund's
recognition of any gain or loss for federal income tax purposes, except that (1)
gain will be recognized to the extent any cash that is distributed exceeds  that
Fund's  basis for  its interest  in the  Portfolio before  the distribution, (2)
income or gain will be recognized if the distribution is in liquidation of  that
Fund's entire interest in the Portfolio and includes a disproportionate share of
any  unrealized  receivables  held  by  the  Portfolio,  and  (3)  loss  will be
recognized  if  a  liquidation  distribution  consists  solely  of  cash  and/or
unrealized  receivables. The  High Income Fund's  basis for its  interest in the
Portfolio generally will equal the amount of cash and the basis of any  property
that  Fund  invests in  the Portfolio,  increased  by that  Fund's share  of the
Portfolio's net income and gains and decreased by (a) the amount of cash and the
basis of any property the Portfolio distributes to that Fund and (b) that Fund's
share of the Portfolio's losses.
    
 
                  Statement of Additional Information Page 34
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
TAXATION OF CERTAIN INVESTMENT ACTIVITIES
For purposes of the following  discussion, "Investor Fund" means the  Government
Income Fund, the Strategic Income Fund or the Portfolio.
 
    FOREIGN TAXES Dividends and interest received by an Investor Fund, and gains
realized  thereby, may be subject to income, withholding, or other taxes imposed
by foreign countries and  U.S. possessions ("foreign  taxes") that would  reduce
the yield and/or total return on its securities. Tax conventions between certain
countries  and the United States may reduce or eliminate foreign taxes, however,
and many foreign countries do  not impose taxes on  capital gains in respect  of
investments  by foreign  investors. If more  than 50%  of the value  of a Fund's
total assets (taking  into account, in  the case  of the High  Income Fund,  its
proportionate  share of the Portfolio's assets) at the close of its taxable year
consists of securities of  foreign corporations, the Fund  will be eligible  to,
and may, file an election with the Internal Revenue Service that will enable its
shareholders,  in effect, to receive the benefit  of the foreign tax credit with
respect to any foreign taxes paid by it (taking into account, in the case of the
High Income  Fund, its  proportionate share  of any  foreign taxes  paid by  the
Portfolio)  (a "Fund's foreign  taxes"). Pursuant to the  election, a Fund would
treat those taxes  as dividends paid  to its shareholders  and each  shareholder
would  be required to (1) include in gross income, and treat as paid by him, his
proportionate share of the  Fund's foreign taxes, (2)  treat his share of  those
taxes  and of  any dividend  paid by  the Fund  that represents  its income from
foreign and U.S. possessions sources (taking  into account, in the case of  High
Income  Fund,  its  proportionate share  of  the Portfolio's  income  from those
sources) as his own income  from those sources and  (3) either deduct the  taxes
deemed  paid by him in  computing his taxable income  or, alternatively, use the
foregoing information in calculating the foreign tax credit against his  federal
income tax. Each Fund will report to its shareholders shortly after each taxable
year their respective shares of the Fund's foreign taxes and income (taking into
account,  in the case  of the High  Income Fund, its  proportionate share of the
Portfolio's income) from sources within  foreign countries and U.S.  possessions
if  it makes this  election. Pursuant to  the Taxpayer Relief  Act of 1997 ("Tax
Act"), individuals who have no more  than $300 ($600 for married persons  filing
jointly)  of creditable  foreign taxes  included on Form  1099 and  all of whose
foreign source income is  "qualified passive income" may  elect each year to  be
exempt  from the extremely complicated foreign tax credit limitation and will be
able to claim a foreign tax credit without having to file the detailed Form 1116
that otherwise is required.
 
   
    PASSIVE FOREIGN INVESTMENT COMPANIES  Each Investor Fund  may invest in  the
stock  of PFICs.  A PFIC is  a foreign  corporation -- other  than a "controlled
foreign corporation" (I.E., a  foreign corporation in which,  on any day  during
its  taxable year, more than  50% of the total voting  power of all voting stock
therein or the total value of  all stock therein is owned, directly,  indirectly
or  constructively,  by  "U.S.  shareholders,"  defined  as  U.S.  persons  that
individually own, directly, indirectly or  constructively, at least 10% of  that
voting power) as to which the Investor Fund is a U.S. shareholder (effective for
their taxable year beginning November 1, 1998) -- that, in general, meets either
of  the following tests: (1) at least 75%  of its gross income is passive or (2)
an average of at least 50% of its assets produce, or are held for the production
of, passive  income. Under  certain circumstances,  a Fund  will be  subject  to
federal  income tax  on a part  (or, in  the case of  the High  Income Fund, its
proportionate share of a part) of any "excess distribution" received by it  (or,
in the case of the High Income Fund, by the Portfolio) on the stock of a PFIC or
of  any  gain  from its  (or,  in  the case  of  the  High Income  Fund,  by the
Portfolio's)  disposition  of  the  stock  (collectively  "PFIC  income"),  plus
interest  thereon, even  if the  Fund distributes the  PFIC income  as a taxable
dividend to its shareholders. The balance of the PFIC income will be included in
the Fund's  investment company  taxable  income and,  accordingly, will  not  be
taxable   to  the  Fund  to  the  extent  it  distributes  that  income  to  its
shareholders.
    
 
If an  Investor Fund  invests  in a  PFIC and  elects  to treat  the PFIC  as  a
"qualified  electing  fund"  ("QEF"), then  in  lieu  of the  foregoing  tax and
interest obligation, the Investor  Fund (or, in the  case of the Portfolio,  the
High  Income Fund) would be required to  include in income each taxable year its
pro rata  share (taking  into account,  in the  case of  High Income  Fund,  its
proportionate  share of  the Portfolio's pro  rata share) of  the QEF's ordinary
earnings and net  capital gain (I.E.  the excess of  net long-term capital  gain
over  net  short-term  capital loss)  --  which  most likely  would  have  to be
distributed by the Investor  Fund (or, in  the case of  the Portfolio, the  High
Income Fund) to satisfy the Distribution Requirement and avoid imposition of the
Excise Tax -- even if those earnings and gain were not received thereby from the
QEF.  In most instances  it will be  very difficult, if  not impossible, to make
this election because of certain requirements thereof.
 
   
A holder of stock in any PFIC may  elect to include in ordinary income for  each
taxable  year beginning after 1997 the excess,  if any, of the fair market value
of the  stock over  the adjusted  basis  therein as  of the  end of  that  year.
Pursuant  to the election, a deduction (as  an ordinary, not capital, loss) also
will be allowed for the excess, if  any, of the holder's adjusted basis in  PFIC
stock over the fair market value thereof as of the taxable year-end, but only to
the  extent of any net mark-to-market gains  with respect to that stock included
in income  for prior  taxable years.  The adjusted  basis in  each PFIC's  stock
    
 
                  Statement of Additional Information Page 35
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
subject  to  the election  will be  adjusted  to reflect  the amounts  of income
included and deductions taken thereunder. Regulations proposed in 1992  provided
a similar election with respect to the stock of certain PFICs.
    
 
    OPTIONS,  FUTURES AND FOREIGN CURRENCY  TRANSACTIONS The Investor Fund's use
of hedging transactions, such  as selling (writing)  and purchasing options  and
Futures  Contracts and entering  into Forward Contracts,  involves complex rules
that will determine, for federal income tax purposes, the amount, character  and
timing  of recognition  of the  gains and  losses an  Investor Fund  realizes in
connection therewith. Gains from the  disposition of foreign currencies  (except
certain  gains  that may  be  excluded by  future  regulations), and  gains from
options, Futures and Forward Contracts derived by an Investor Fund with  respect
to  its business of investing in  securities or foreign currencies, will qualify
as permissible income under the Income  Requirement for that Investor Fund  (or,
in the case of the Portfolio, the High Income Fund).
 
   
Futures  and Forward  Contracts that  are subject  to section  1256 of  the Code
(other  than  those  that  are  part  of  a  "mixed  straddle")  ("Section  1256
Contracts") and that are held by an Investor Fund at the end of its taxable year
generally  will be  deemed to have  been sold at  that time at  market value for
federal income tax purposes. Sixty percent of any net gain or loss recognized on
these deemed sales, and  60% of any  net gain or loss  realized from any  actual
sales  of Section 1256 Contracts,  will be treated as  long-term capital gain or
loss, and the balance will be treated  as short-term capital gain or loss.  That
60%  portion  will qualify  for the  reduced maximum  tax rates  on noncorporate
taxpayers' net capital gain enacted by the Tax Act -- 20% (10% for taxpayers  in
the  15% marginal tax  bracket) for gain  recognized on capital  assets held for
more than  18  months  --  instead  of  the  28%  rate  in  effect  before  that
legislation,  which now  applies to gain  recognized on capital  assets held for
more than one year but not more than 18 months.
    
 
Section 988 of the Code also may apply to gains and losses from transactions  in
foreign  currencies, foreign-currency-denominated  debt securities  and options,
Futures and Forward  Contracts on  foreign currencies ("Section  988" gains  and
losses).  Section 988 gain or loss  generally is computed separately and treated
as ordinary income or  loss. In the  case of overlap  between sections 1256  and
988,  special provisions determine the character  and timing of any income, gain
or loss. Each  Investor Fund  attempts to  monitor section  988 transactions  to
minimize any adverse tax impact.
 
If  a Fund  has an  "appreciated financial  position" --  generally, an interest
(including an interest through an option,  Futures or Forward Contract or  short
sale) with respect to any stock, debt instrument (other than "straight debt") or
partnership  interest the fair market value  of which exceeds its adjusted basis
- -- and enters into  a "constructive sale" of  the same or substantially  similar
property,  the Fund will be treated as  having made an actual sale thereof, with
the result  that gain  will be  recognized  at that  time. A  constructive  sale
generally consists of a short sale, an offsetting notional principal contract or
Futures  or Forward Contract entered  into by the Fund  or a related person with
respect to  the same  or substantially  similar property.  In addition,  if  the
appreciated  financial  position is  itself  a short  sale  or such  a contract,
acquisition of the underlying property or substantially similar property will be
deemed a constructive sale.
 
The Strategic Income  Fund and  the Portfolio each  may acquire  zero coupon  or
other  securities issued  with original issue  discount ("OID"). As  a holder of
those securities, that Fund and the Portfolio (and, through it, the High  Income
Fund) each must include in its income the portion of the OID that accrues on the
securities  during the taxable year, even if no corresponding payment on them is
received during the year. Similarly, the Strategic Income Fund and the Portfolio
each must include in  its gross income securities  it receives as "interest"  on
payment-in-kind   securities.  Because   each  Fund   annually  must  distribute
substantially all of its  investment company taxable  income, including any  OID
and  other non-cash  income, to satisfy  the Distribution  Requirement and avoid
imposition of the Excise  Tax, either of  them may be  required in a  particular
year to distribute as a dividend an amount that is greater than the total amount
of cash it actually receives (or, in the case of the High Income Fund, its share
of   the  total  amount   of  cash  the   Portfolio  actually  receives).  Those
distributions will be made from the Fund's  (or, in the case of the High  Income
Fund,  its, or its share of the  Portfolio's) cash assets or, if necessary, from
the proceeds of sales of portfolio  securities. A Fund may (directly or  through
the  Portfolio) realize  capital gains or  losses from those  sales, which would
increase or decrease its  investment company taxable  income and/or net  capital
gain.
 
TAXATION OF THE FUNDS' SHAREHOLDERS
Dividends  and  other  distributions  declared  by a  Fund  in,  and  payable to
shareholders of record as  of a date  in, October, November  or December of  any
year  will  be  deemed  to have  been  paid  by  the Fund  and  received  by the
shareholders on December 31 of  that year if the  distributions are paid by  the
Fund  during  the following  January. Accordingly,  those distributions  will be
taxed to shareholders for the year in which that December 31 falls.
 
A portion  of the  dividends from  a Fund's  investment company  taxable  income
(whether  paid in cash or  reinvested in additional shares)  may be eligible for
the dividends-received deduction allowed  to corporations. The eligible  portion
may  not exceed the aggregate dividends received  by a Fund (directly or through
the Portfolio) from U.S. corporations.
 
                  Statement of Additional Information Page 36
<PAGE>
                            AIM GLOBAL INCOME FUNDS
   
However, dividends  received  by a  corporate  shareholder and  deducted  by  it
pursuant  to  the dividends-received  deduction  are subject  indirectly  to the
federal alternative minimum tax.
    
 
If Fund shares are sold at a loss  after being held for six months or less,  the
loss  will be treated as  long-term, instead of short-term,  capital loss to the
extent of any  capital gain  distributions received on  those shares.  Investors
also should be aware that if shares are purchased shortly before the record date
for  any dividend or other distribution, the shareholder will pay full price for
the shares and receive some portion of the price back as a taxable distribution.
 
Dividends paid by a  Fund to a shareholder  who, as to the  United States, is  a
nonresident  alien individual, nonresident alien fiduciary of a trust or estate,
foreign corporation, or  foreign partnership  ("foreign shareholder")  generally
will be subject to U.S. withholding tax (at a rate of 30% or lower treaty rate).
Withholding  will not apply, however, to a dividend  paid by a Fund to a foreign
shareholder that is "effectively connected with  the conduct of a U.S. trade  or
business,"  in which case the  reporting and withholding requirements applicable
to domestic taxpayers will apply. A distribution  of net capital gain by a  Fund
to  a foreign shareholder generally  will be subject to  U.S. federal income tax
(at the  rates applicable  to  domestic persons)  only  if the  distribution  is
"effectively  connected" or  the foreign  shareholder is  treated as  a resident
alien individual for federal income tax purposes.
 
The foregoing  is a  general  and abbreviated  summary  of certain  federal  tax
considerations  affecting  the  Fund's, their  shareholders  and  the Portfolio.
Investors are  urged  to  consult  their own  tax  advisers  for  more  detailed
information  and for  information regarding any  foreign, state  and local taxes
applicable to distributions received from the Fund.
 
- --------------------------------------------------------------------------------
 
                             ADDITIONAL INFORMATION
 
- --------------------------------------------------------------------------------
   
AIM was organized in 1976, and  along with its subsidiaries, manages or  advises
approximately  90 investment  company portfolios  encompassing a  broad range of
investment objectives.  AIM  is a  direct,  wholly owned  subsidiary  of A  I  M
Management  Group  Inc.  ("AIM Management"),  a  holding company  that  has been
engaged in  the  financial  services  business  since  1976.  AIM  is  the  sole
shareholder   of  the  Funds'  principal   underwriter,  AIM  Distributors.  AIM
Management is an indirect wholly owned subsidiary of AMVESCAP PLC, 11 Devonshire
Square, London, EC2M  4YR, England.  AMVESCAP PLC  and its  subsidiaries are  an
independent  investment management group that has  a significant presence in the
institutional and retail segment of the investment management industry in  North
America and Europe, and a growing presence in Asia.
    
 
CUSTODIAN
State  Street  Bank and  Trust Company  ("State  Street"), 225  Franklin Street,
Boston, MA 02110, acts as custodian  of each Fund's and the Portfolio's  assets.
State Street is authorized to establish and has established separate accounts in
foreign  currencies and to cause securities of the Funds and the Portfolio to be
held in separate accounts outside the  United States in the custody of  non-U.S.
banks.
 
INDEPENDENT ACCOUNTANTS
   
The  Funds' and  the Portfolio's independent  accountants are  Coopers & Lybrand
L.L.P., One  Post Office  Square,  Boston MA  02109.  Coopers &  Lybrand  L.L.P.
conducts audits of each Fund's and the Portfolio's financial statements, assists
in  the preparation of the  Funds' and the Portfolio's  federal and state income
tax returns and consults  with the Company,  the Funds and  the Portfolio as  to
matters  of  accounting,  regulatory  filings,  and  federal  and  state  income
taxation.
    
 
   
The audited financial statements of the Funds and the Portfolio included in this
Statement of  Additional Information  have been  examined by  Coopers &  Lybrand
L.L.P., as stated in their opinion appearing herein and are included in reliance
upon such opinion given upon the authority of that firm as experts in accounting
and auditing.
    
 
   
NAMES
    
   
Prior to May 29, 1998, AIM Global High Income Fund operated under the name of GT
Global High Income Fund; AIM Strategic Income Fund operated under the name of GT
Global  Strategic Income  Fund; and AIM  Global Government  Income Fund operated
under the name of GT Global Government Income Fund.
    
 
                  Statement of Additional Information Page 37
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
                               INVESTMENT RESULTS
 
- --------------------------------------------------------------------------------
 
STANDARDIZED RETURNS
   
Each Fund's "Standardized Returns," as referred to in the Prospectus (see "Other
Information --  Performance  Information"  in the  Prospectus),  are  calculated
separately  for  Class A  and Advisor  Class  shares of  each Fund,  as follows:
Standardized Return (average annual total return ("T")) is computed by using the
ending redeeming value ("ERV")  of a hypothetical  initial investment of  $1,000
("P")  over  a period  of  years ("n")  according  to the  following  formula as
required by the SEC: P(1+T) to the (n)th power = ERV. The following  assumptions
will  be reflected in computations made in accordance with this formula: (1) for
Class A shares, deduction of the maximum  sales charge of 4.75% from the  $1,000
initial investment; (2) reinvestment of dividends and other distributions at net
asset  value  on the  reinvestment  date determined  by  the Company's  Board of
Directors; and (3) a complete redemption at the end of any period illustrated.
    
 
The Standardized  Returns  for the  Class  A and  Advisor  Class shares  of  the
Strategic  Income  Fund,  stated as  average  annualized total  returns  for the
periods shown, were:
 
<TABLE>
<CAPTION>
                                          STRATEGIC      STRATEGIC
                                           INCOME         INCOME
                                            FUND           FUND
PERIOD                                    (CLASS A)   (ADVISOR CLASS)
- ----------------------------------------  ---------   ---------------
<S>                                       <C>         <C>
Fiscal year ended Oct. 31, 1997.........    4.21%          9.86%
October 31, 1992 through Oct. 31,
 1997...................................   10.14%           n/a
May 31, 1995 (commencement of
 operations) through Oct. 31, 1997......     n/a          15.13%
March 29, 1988 (commencement of
 operations) through Oct. 31, 1997......    9.01%           n/a
</TABLE>
 
The Standardized  Returns  for the  Class  A and  Advisor  Class shares  of  the
Government  Income  Fund, stated  as average  annualized  total returns  for the
periods shown, were:
 
<TABLE>
<CAPTION>
                                          GOVERNMENT     GOVERNMENT
                                            INCOME         INCOME
                                             FUND           FUND
PERIOD                                    (CLASS A)    (ADVISOR CLASS)
- ----------------------------------------  ----------   ---------------
<S>                                       <C>          <C>
Fiscal year ended Oct. 31, 1997.........   (0.20)%          5.15%
Oct. 31, 1992 through Oct. 31, 1997.....    5.34%            n/a
May 31, 1995 (commencement of
 operations) through Oct. 31, 1997......     n/a            5.55%
March 29, 1988 (commencement of
 operations) through Oct. 31, 1997......    6.52%            n/a
</TABLE>
 
The Standardized Returns for the  Class A and Advisor  Class shares of the  High
Income  Fund, stated as average annualized  total returns for the periods shown,
were:
 
<TABLE>
<CAPTION>
                                            HIGH           HIGH
                                           INCOME         INCOME
                                            FUND           FUND
PERIOD                                    (CLASS A)   (ADVISOR CLASS)
- ----------------------------------------  ---------   ---------------
<S>                                       <C>         <C>
Fiscal year ended Oct. 31, 1997.........    9.03%         14.72%
May 31, 1995 (commencement of
 operations) through Oct. 31, 1997......     n/a          24.63%
Oct. 22, 1992 (commencement of
 operations) through Oct. 31, 1997......   15.85%           n/a
</TABLE>
 
NON-STANDARDIZED RETURNS
In  addition  to   Standardized  Returns,   each  Fund  also   may  include   in
advertisements,  sales  literature and  shareholder  reports other  total return
performance  data  ("Non-Standardized   Return").  Non-Standardized  Return   is
calculated  separately for Class A and Advisor Class shares of each Fund and may
be calculated according to several different formulas. Non-Standardized  Returns
may  be quoted  for the  same or different  time periods  for which Standardized
Returns are quoted. Non-Standardized Returns may  or may not take sales  charges
into  account; performance  data calculated without  taking the  effect of sales
charges into  account will  be higher  than data  including the  effect of  such
charges. Advisor Class are not subject to sales charges.
 
Aggregate Non-Standardized Return ("T") is computed by using the ending value of
the  account  ("VOA")  of  a hypothetical  initial  investment  of  $1,000 ("P")
according to the  following formula: T  = (VOA/P)-1. Aggregate  Non-Standardized
Return assumes reinvestment of dividends and other distributions.
 
                  Statement of Additional Information Page 38
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
The  aggregate Non-Standardized Returns (not  taking sales charges into account)
for the Class A and Advisor Class shares of the Strategic Income Fund, stated as
aggregate total returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                          STRATEGIC      STRATEGIC
                                           INCOME         INCOME
                                            FUND           FUND
PERIOD                                    (CLASS A)   (ADVISOR CLASS)
- ----------------------------------------  ---------   ---------------
<S>                                       <C>         <C>
May 31, 1995 (commencement of
 operations) through Oct. 31, 1997......      n/a         40.60%
March 29, 1988 (commencement of
 operations) through Oct. 31, 1997......   140.06%          n/a
</TABLE>
 
The aggregate Non-Standardized Returns (not  taking sales charges into  account)
for  the Class A and Advisor Class  shares of the Government Income Fund, stated
as aggregate total returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                          GOVERNMENT     GOVERNMENT
                                            INCOME         INCOME
                                             FUND           FUND
PERIOD                                    (CLASS A)    (ADVISOR CLASS)
- ----------------------------------------  ----------   ---------------
<S>                                       <C>          <C>
May 31, 1995 (commencement of
 operations) through Oct. 31, 1997......      n/a          13.96%
March 29, 1988 (commencement of
 operations) through Oct. 31, 1997......    92.49%           n/a
</TABLE>
 
The aggregate Non-Standardized Returns (not  taking sales charges into  account)
for  the Class  A and Advisor  Class shares of  the High Income  Fund, stated as
aggregate total returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                            HIGH           HIGH
                                           INCOME         INCOME
                                            FUND           FUND
PERIOD                                    (CLASS A)   (ADVISOR CLASS)
- ----------------------------------------  ---------   ---------------
<S>                                       <C>         <C>
May 31, 1995 (commencement of
 operations) through Oct. 31, 1997......     n/a          70.35%
Oct. 22, 1992 (commencement of
 operations) through Oct. 31, 1997......  119.88%           n/a
</TABLE>
 
YIELD
Each Fund may also include its current yield ("Yield") in advertisements,  sales
literature  and shareholder reports.  Yield, which is  calculated separately for
Class A, Class B and Advisor Class shares of each Fund, is computed by  dividing
the  difference between dividends and interest  earned during a one-month period
("a") and expenses accrued for the  period (net of reimbursements) ("b") by  the
product of the average daily number of shares outstanding during the period that
were  entitled to  receive dividends  ("c") and  the maximum  offering price per
share on the last day of the period ("d") according to the following formula  as
required by the SEC:
 
<TABLE>
<S>       <C>  <C>  <C>     <C> <C>
                   a-b
YIELD =   2     [( --  + 1  )   (6)-1]
                   cd
</TABLE>
 
The Yields of the Class A shares of the Strategic Income Fund, Government Income
Fund  and High Income Fund for the  one-month period ended October 31, 1996 were
6.58%, 6.23% and 7.29%, respectively.  The Yields of the  Class B shares of  the
Strategic  Income  Fund, Government  Income Fund  and High  Income Fund  for the
one-month  period  ended  October  31,   1996  were  6.23%,  5.87%  and   7.00%,
respectively.  The Yields  of the Advisor  Class shares of  the Strategic Income
Fund, Government Income Fund and High Income Fund for the one-month period ended
October 31, 1996 were 7.27%, 6.74% and 8.04%, respectively.
 
IMPORTANT POINTS TO NOTE ABOUT DATA RELATING TO WORLD EQUITY AND BOND MARKETS
Each Fund and AIM Distributors may  from time to time, in advertisements,  sales
literature and reports furnished to present or prospective shareholders, compare
the Funds with the following, among others:
 
        (1)  The Consumer Price Index ("CPI"), which is a measure of the average
    change in prices over time  in a fixed market  basket of goods and  services
    (e.g.,  food, clothing,  shelter, fuels,  transportation fares,  charges for
    doctors' and dentists' services, prescription medicines, and other goods and
    services that people  buy for  day-to-day living). There  is inflation  risk
    which does not affect a security's value but its purchasing power, i.e., the
    risk of changing price levels in the economy that affects security prices or
    the price of goods and services.
 
        (2)  Data and mutual fund rankings and comparisons published or prepared
    by  Lipper  Analytical  Data  Services,  Inc.  ("Lipper"),  CDA/Wiesenberger
    Investment   Company   Services   ("CDA/Wiesenberger"),   Morningstar,  Inc.
    ("Morningstar"), Micropal,  Inc. and/or  other  companies that  rank  and/or
    compare  mutual funds by overall performance, investment objectives, assets,
    expense levels, periods of existence  and/or other factors. In this  regard,
    each  Fund  may  be compared  to  its  "peer group"  as  defined  by Lipper,
    CDA/Wiesenberger, Morningstar  and/or  other  firms,  as  applicable  or  to
    specific  funds or  groups of  funds within or  outside of  such peer group.
    Lipper generally  ranks  funds  on  the  basis  of  total  return,  assuming
    reinvestment of distributions, but does not take sales charges or redemption
    fees
 
                  Statement of Additional Information Page 39
<PAGE>
                            AIM GLOBAL INCOME FUNDS
    into  consideration, and is prepared without  regard to tax consequences. In
    addition to the mutual fund rankings, the Fund's performance may be compared
    to mutual  fund performance  indices prepared  by Lipper.  Morningstar is  a
    mutual  fund rating  service that  also rates mutual  funds on  the basis of
    risk-adjusted performance. Morningstar ratings are calculated from a  fund's
    three,  five  and  ten  year average  annual  returns  with  appropriate fee
    adjustments and a risk factor that reflects fund performance relative to the
    three-month U.S. Treasury bill monthly returns. Ten percent of the funds  in
    an  investment category receive five stars and 22.5% receive four stars. The
    ratings are subject to change each month.
 
        (3) Bear  Stearns  Foreign Bond  Index,  which provides  simple  average
    returns for individual countries and gross national product ("GNP") weighted
    index,  beginning in 1975. The  returns are broken down  by local market and
    currency.
 
        (4) Ibbotson  Associates  International  Bond Index,  which  provides  a
    detailed breakdown of local market and currency returns since 1960.
 
        (5) Standard & Poor's 500 Composite Stock Price Index, which is a widely
    recognized  index  composed of  the  capitalization-weighted average  of the
    prices of 500 of the largest publicly traded stocks in the U.S.
 
        (6) Dow Jones Industrial Average.
 
        (7) CNBC/Financial News Composite Index.
 
        (8) Morgan Stanley Capital International World Indices, including, among
    others, the Morgan Stanley Capital International Europe, Australia, Far East
    Index ("EAFE Index").  The EAFE  index is an  unmanaged index  of more  than
    1,000 companies in Europe, Australia and the Far East.
 
        (9)  Morgan Stanley Capital  International All Country  (AC) World Index
    ("MSCI"). The  MSCI is  a broad,  unmanaged index  of global  stock  prices,
    currently  comprising 2,500 different issuers,  located in 47 countries, and
    grouped in 38 separate industries.
 
       (10) Salomon Brothers  World Government Bond  Index and Salomon  Brothers
    World  Government Bond Index-Non-U.S., each of  which is a widely used index
    composed of world government bonds.
 
       (11) The  World  Bank  Publication  of  Trends  in  Developing  Countries
    ("TIDE")  provides  brief  reports on  most  of the  World  Bank's borrowing
    members. The World  Development Report  is published annually  and looks  at
    global   and  regional  economic  trends  and  their  implications  for  the
    developing economies.
 
       (12) Salomon Brothers Global Telecommunications Index, which is  composed
    of telecommunications companies in the developing and emerging countries.
 
       (13)  Datastream and  Worldscope, each  of which  is an  on-line database
    retrieval  service   for  information,   including   but  not   limited   to
    international financial and economic data.
 
       (14)  International  Financial  Statistics,  which  is  produced  by  the
    International Monetary Fund.
 
       (15) Various publications and reports produced by the World Bank and  its
    affiliates.
 
       (16)  Various publications from the International Bank for Reconstruction
    and Development.
 
       (17) Various publications produced by  ratings agencies such as  Moody's,
    S&P and Fitch.
 
       (18)  Wilshire Associates, which is an on-line database for international
    financial and economic data including performance measures for a wide  range
    of securities.
 
       (19)  Bank Rate National Monitor Index, which is an average of the quoted
    rates for 100 leading banks and thrifts in ten U.S. cities.
 
       (20) International  Finance  Corporation ("IFC")  Emerging  Markets  Data
    Base,  which  provides  detailed statistics  on  bond and  stock  markets in
    developing countries.
 
       (21) Various publications from the Organization for Economic  Cooperation
    and Development ("OECD").
 
       (22)  Average of  savings accounts,  which is a  measure of  all kinds of
    savings deposits, including longer-term certificates. Savings accounts offer
    a guaranteed rate  of return on  principal, but no  opportunity for  capital
    growth.  During a  portion of  the period,  the maximum  rates paid  on some
    savings deposits were fixed by law.
 
                  Statement of Additional Information Page 40
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
Indices, economic and  financial data  prepared by the  research departments  of
various   financial  organizations,  such  as  Salomon  Brothers,  Inc.,  Lehman
Brothers, Merrill  Lynch,  Pierce,  Fenner &  Smith,  Inc.,  Financial  Research
Corporation,  J. P. Morgan, Morgan Stanley, Smith Barney Shearson, S.G. Warburg,
Jardine Flemming,  The Bank  for  International Settlements,  Asian  Development
Bank, Bloomberg, L.P. and Ibbotson Associates may be used as well as information
reported  by the  Federal Reserve  and the  respective Central  Banks of various
nations. In addition, AIM Distributors may use performance rankings, ratings and
commentary reported periodically in  national financial publications,  including
Money  Magazine, Mutual Fund  Magazine, Smart Money,  Global Finance, EuroMoney,
Financial World, Forbes, Fortune, Business Week, Latin Finance, The Wall  Street
Journal,  Emerging  Markets  Weekly,  Kiplinger's  Guide  To  Personal  Finance,
Barron's, The  Financial Times,  USA Today,  The New  York Times  and  Investors
Business  Digest.  Each  Fund  may  compare its  performance  to  that  of other
compilations or indices of  comparable quality to those  listed above and  other
indices that may be developed and made available in the future.
 
Information   relating  to   foreign  market   performance,  capitalization  and
diversification is based on sources believed  to be reliable but may be  subject
to  revision  and  has not  been  independently  verified by  the  Funds  or AIM
Distributors. The  authors  and  publishers  of such  material  are  not  to  be
considered  as "experts" under the 1933 Act, on account of the inclusion of such
information herein.
 
A portion of the  performance figures for each  market includes the positive  or
negative effects of the currency exchange rates effective at December 31 of each
year  between the U.S. dollar and currency of the foreign market (e.g., Japanese
Yen, German Deutschemark  and Hong  Kong Dollar).  A foreign  currency that  has
strengthened  or weakened against the U.S.  dollar will positively or negatively
affect the reported returns, as the case may be.
 
AIM Distributors  believes that  this  information may  be useful  to  investors
considering  whether and to  what extent to  diversify their investments through
the purchase of mutual funds investing in securities on a global basis. However,
this data is not a representation of  the past performance of the Funds, nor  is
it  a prediction of  such performance. The  performance of the  Fund will differ
from the historical performance of relevant indices. The performance of  indices
does  not take  expenses into  account, while  the Fund  incurs expenses  in its
operations, which will reduce performance. Each of these factors will cause  the
performance of the Fund to differ from relevant indices.
 
   
From  time to time,  each Fund and AIM  Distributors may refer  to the number of
shareholders in the  Funds or the  aggregate number of  shareholders in all  AIM
Funds or the dollar amount of each Fund's assets under management in advertising
materials.
    
 
   
AIM  Distributors believes  the AIM  Global Income  Funds can  be an appropriate
investment for long-term investment goals, including funding retirement,  paying
for  education or purchasing  a house. AIM  Distributors may provide information
designed to  help  individuals understand  their  investment goals  and  explore
various financial strategies. For example, AIM Distributors may describe general
principles  of  investing, such  as asset  allocation, diversification  and risk
tolerance. The AIM Global  Income Funds do not  represent a complete  investment
program and the investors should consider the Funds as appropriate for a portion
of  their overall investment portfolio with regard to their long-term investment
goals. There is no  assurance that any such  information will lead to  achieving
these goals or guarantee future results.
    
 
   
From  time to time, AIM Distributors may refer to or advertise the names of U.S.
and non-U.S. companies and  their products, although there  can be no  assurance
that any AIM Fund may own the securities of these companies.
    
 
Ibbotson  Associates  of  Chicago,  Illinois  ("Ibbotson")  provides  historical
returns of the capital  markets in the United  States, including common  stocks,
small   capitalization  stocks,  long-term  corporate  bonds,  intermediate-term
government bonds, long-term government bonds,  Treasury bills, the U.S. rate  of
inflation  (based on the CPI), and  combinations of various capital markets. The
performance of  these capital  markets  is based  on  the returns  of  different
indices.
 
   
AIM  Funds  may  use  the  performance of  these  capital  markets  in  order to
demonstrate  general   risk-versus-reward  investment   scenarios.   Performance
comparisons  may also include the  value of a hypothetical  investment in any of
these capital  markets. The  risks associated  with the  security types  in  any
capital  market  may or  may  not correspond  directly  to those  of  the Funds.
Ibbotson calculates total returns in the same method as the Funds.
    
 
Each Fund may quote  various measures of  volatility and benchmark  correlation,
such  as beta,  standard deviation and  R(2), in advertising.  In addition, each
Fund may compare these measures to those of other funds. Measures of  volatility
seek  to compare the Funds' historical  share price fluctuations or total return
to those of a benchmark.
 
Each Fund may advertise  examples of the effects  of periodic investment  plans,
including the principle of dollar cost averaging programs. In such a program, an
investor  invests a fixed dollar amount in a Fund at periodic intervals, thereby
purchasing fewer shares  when prices are  high and more  shares when prices  are
low. While such a strategy does not assure a
 
                  Statement of Additional Information Page 41
<PAGE>
                            AIM GLOBAL INCOME FUNDS
profit  or guard against loss in a declining market, the investor's average cost
per share can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their ability to
continue purchasing shares through periods of low price levels.
 
   
Each Fund may describe in its sales material and advertisements how an  investor
may  invest in AIM Funds through various retirement plans or other programs that
offer deferral of income taxes on  investment earnings and pursuant to which  an
investor  may make deductible contributions.  Because of their advantages, these
retirement plans  and  programs  may  produce  returns  superior  to  comparable
non-retirement  investments. For example, a $10,000 investment earning a taxable
return of 10% annually would have an after-tax value of $17,976 after ten years,
assuming tax  was  deducted from  the  return each  year  at a  39.6%  rate.  An
equivalent  tax-deferred  investment would  have an  after-tax value  of $19,626
after ten years, assuming  tax was deducted  at a 39.6%  rate from the  deferred
earnings   at  the   end  of  the   ten-year  period.  In   sales  material  and
advertisements, the  Fund  may  also  discuss  these  plans  and  programs.  See
"Information Relating to Sales and Redemptions -- Individual Retirement Accounts
("IRAs") and Other Tax-Deferred Plans."
    
 
AIM  Distributors may  from time  to time in  its sales  methods and advertising
discuss the risks inherent in investing. The major types of investment risk  are
market  risk, industry risk, credit risk, interest rate risk, liquidity risk and
inflation risk. Risk represents the possibility that you may lose some or all of
your investment over a period of time. A basic tenet of investing is the greater
the potential reward, the greater the risk.
 
From time  to  time, the  Funds  and  AIM Distributors  will  quote  information
regarding  industries, individual countries, regions, world stock exchanges, and
economic  and  demographic  statistics  from  sources  AIM  Distributors   deems
reliable,  including the economic and financial data of financial organizations,
such as:
 
 1) Stock market  capitalization:  Morgan Stanley  Capital  International  World
    Indices, IFC and Datastream.
 
 2) Stock  market  trading volume:  Morgan  Stanley Capital  International World
    Indices and IFC.
 
 3) The number  of listed  companies: IFC,  GT Guide  to World  Equity  Markets,
    Salomon Brothers, Inc. and S.G. Warburg.
 
 4) Wage  rates: U.S. Department of Labor  Statistics and Morgan Stanley Capital
    International World Indices.
 
 5) International industry  performance:  Morgan Stanley  Capital  International
    World Indices, Wilshire Associates and Salomon Brothers, Inc.
 
 6) Stock   market  performance:  Morgan  Stanley  Capital  International  World
    Indices, IFC and Datastream.
 
 7) The Consumer Price Index and inflation rate: The World Bank, Datastream  and
    IFC.
 
 8) Gross Domestic Product ("GDP"): Datastream and The World Bank.
 
 9) GDP growth rate: IFC, The World Bank and Datastream.
 
10) Population: The World Bank, Datastream and United Nations.
 
11) Average annual growth rate (%) of population: The World Bank, Datastream and
    United Nations.
 
12) Age distribution within populations: OECD and United Nations.
 
13) Total exports and imports by year: IFC, The World Bank and Datastream.
 
14) Top  three companies by country, industry, or market: IFC, GT Guide to World
    Equity Markets, Salomon Brothers, Inc. and S.G. Warburg.
 
15) Foreign direct  investments  to developing  countries:  The World  Bank  and
    Datastream.
 
16) Supply,  consumption,  demand  and  growth in  demand  of  certain products,
    services and industries, including, but  not limited to electricity,  water,
    transportation, construction materials, natural resources, technology, other
    basic infrastructure, financial services, health care services and supplies,
    consumer products and services and telecommunications equipment and services
    (sources  of such information may include, but  would not be limited to, The
    World Bank, OECD, IMF, Bloomberg and Datastream).
 
17) Standard deviation and performance returns for U.S. and non-U.S. equity  and
    bond markets: Morgan Stanley Capital International.
 
18) Countries  restructuring their debt,  including those under  the Brady Plan:
    the Sub-adviser.
 
19) Political and economic structure of countries: Economist Intelligence Unit.
 
                  Statement of Additional Information Page 42
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
20) Government and  corporate bonds  -- credit  ratings, yield  to maturity  and
    performance returns: Salomon Brothers, Inc.
 
21) Dividend yields for U.S. and non-U.S. companies: Bloomberg.
 
From  time to time, AIM Distributors may include in its advertisements and sales
material,  information  about  privatization,  which  is  an  economic   process
involving the sale of state-owned companies to the private sector.
 
   
In  advertising and sales  materials, AIM Distributors may  make reference to or
discuss its products, services and accomplishments. Among these  accomplishments
are  that in 1983 the Sub-adviser provided  assistance to the government of Hong
Kong in  linking its  currency to  the U.S.  dollar, and  that in  1987  Japan's
Ministry  of  Finance licensed  GT Asset  Management  Ltd. as  one of  the first
foreign  discretionary  investment   managers  for   Japanese  investors.   Such
accomplishments,  however,  should  not  be  viewed  as  an  endorsement  of the
Sub-adviser by the government of Hong  Kong, Japan's Ministry of Finance or  any
other  government or government  agency. Nor do any  such accomplishments of the
Sub-adviser provide any assurance that the Funds' investment objectives will  be
achieved.
    
 
ECONOMIC DEVELOPMENT IN EMERGING MARKETS
   
The  Sub-adviser has identified  six phases to track  the progress of developing
economies.
    
 
   
In addition, the Sub-adviser focuses on the transitions between each phase:
    
 
   
    BETWEEN PHASES 1 & 2,  STABILIZATION: Developing nations recognize the  need
for economic reform and launch initiatives to stabilize their economies. Typical
measures  might  include  initiating  monetary  reforms  to  contain  inflation,
controlling government spending, and addressing external trade imbalances.
    
 
   
    BETWEEN PHASES 2 & 3,  RENOVATION: Economic development gathers momentum  as
the   governments  of  developing   nations  take  further   steps  to  increase
productivity and external competitiveness. Typical reforms include easing market
regulations, privatizing  state-owned industries,  lowering trade  barriers  and
reforming the national tax structure.
    
 
   
    BETWEEN  PHASES  3 &  4, NEW  CONSTRUCTION: As  economic reforms  take hold,
infrastructure improvements  are  needed  to facilitate  and  support  long-term
growth.  The construction and upgrading of highways and airports, communications
and utility systems  generally require  financing in  the form  of public  debt.
Similarly,  as  the private  sector develops,  bolstered by  new privatizations,
corporate debt securities typically are issued to finance business expansion.
    
 
EMERGING MARKET TRADING VOLUME
The annual trading volume of debt securities from developing economies according
to Salomon Brothers, Inc. has grown from $90 billion in 1990 to $150 billion  in
1991  to $400 billion in 1992 and was  estimated to be $1,200 billion at the end
of 1993 and $1.5 trillion at the end of 1994, respectively.
 
- --------------------------------------------------------------------------------
 
                          DESCRIPTION OF DEBT RATINGS
 
- --------------------------------------------------------------------------------
DESCRIPTION OF BOND RATINGS
    MOODY'S INVESTORS SERVICE, INC. ("Moody's") rates the debt securities issued
by various entities from  "Aaa" to "C." Investment  grade ratings are the  first
four categories:
 
        Aaa  -- Bonds which are rated Aaa are  judged to be of the best quality.
    They carry the smallest degree of investment risk and are generally referred
    to as "gilt  edged." Interest payments  are protected  by a large  or by  an
    exceptionally  stable  margin and  principal  is secure.  While  the various
    protective elements are likely to change, such changes as can be  visualized
    are  most  unlikely  to impair  the  fundamentally strong  position  of such
    issues.
 
        Aa -- Bonds which are rated Aa are  judged to be of high quality by  all
    standards.  Together with  the Aaa  group they  comprise what  are generally
    known as high grade bonds. They are rated lower than the best bonds  because
    margins  of  protection  may  not  be  as  large  as  in  Aaa  securities or
    fluctuation of protective elements may be of greater amplitude or there  may
    be  other elements  present which  make the  long-term risk  appear somewhat
    larger than the Aaa securities.
 
                  Statement of Additional Information Page 43
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
        A  --  Bonds  which  are  rated  A  possess  many  favorable  investment
    attributes  and  are  to be  considered  as  upper-medium-grade obligations.
    Factors giving security to principal  and interest are considered  adequate,
    but  elements may  be present which  suggest a  susceptibility to impairment
    some time in the future.
 
        Baa --  Bonds  which  are  rated  Baa  are  considered  as  medium-grade
    obligations,  (i.e., they are neither  highly protected nor poorly secured).
    Interest payments and principal security appear adequate for the present but
    certain protective  elements may  be lacking  or may  be  characteristically
    unreliable  over  any  great length  of  time. Such  bonds  lack outstanding
    investment characteristics and in  fact have speculative characteristics  as
    well.
 
        Ba  -- Bonds which are rated Ba are judged to have speculative elements;
    their future cannot be considered  as well-assured. Often the protection  of
    interest  and principal payments may be  very moderate, and thereby not well
    safeguarded during both good and bad  times over the future. Uncertainty  of
    position characterizes bonds in this class.
 
        B  --  Bonds which  are rated  B generally  lack characteristics  of the
    desirable investment. Assurance  of interest  and principal  payments or  of
    maintenance  of other terms of the contract over any long period of time may
    be small.
 
        Caa -- Bonds which are rated Caa  are of poor standing. Such issues  may
    be  in default or  there may be  present elements of  danger with respect to
    principal or interest.
 
        Ca  --  Bonds  which  are  rated  Ca  represent  obligations  which  are
    speculative in a high degree. Such issues are often in default or have other
    marked shortcomings.
 
        C  -- Bonds which  are rated C  are the lowest  rated class of bonds,and
    issues so rated can be regarded  as having extremely poor prospects of  ever
    attaining any real investment standing.
 
ABSENCE  OF RATING: Where no rating has been assigned or where a rating has been
suspended or withdrawn, it may  be for reasons unrelated  to the quality of  the
issue.
 
Should no rating be assigned, the reason may be one of the following:
 
         1. An application for rating was not received or accepted.
 
         2.  The issue or issuer  belongs to a group  of securities or companies
    that are not rated as a matter of policy.
 
         3. There is a lack of essential data pertaining to the issue or issuer.
 
         4. The issue  was privately  placed, in which  case the  rating is  not
    published in Moody's publications.
 
Suspension  or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable up-to-date data  to permit  a judgment  to be  formed; if  a bond  is
called for redemption; or for other reasons.
 
Note:  Moody's applies numerical modifiers,  1, 2, and 3  in each generic rating
classification from Aa to Caa. The  modifier 1 indicates that the Company  ranks
in  the higher end  of its generic  rating category; the  modifier 2 indicates a
mid-range ranking; and the  modifier 3 indicates that  the Company ranks in  the
lower end of its generic rating category.
 
   
    STANDARD  & POOR'S, a division of The McGraw-Hill Companies, Inc., rates the
securities debt of  various entities  in categories  ranging from  "AAA" to  "D"
according to quality. Investment grade ratings are the first four categories:
    
 
        AAA -- An obligation rated "AAA" has the highest rating assigned by S&P.
    The obligor's capacity to meet its financial commitment on the obligation is
    extremely strong.
 
        AA   --  An  obligation  rated  "AA"  differs  from  the  highest  rated
    obligations only  in a  small degree.  The obligor's  capacity to  meet  its
    financial commitment on the obligation is very strong.
 
        A -- An obligation rated "A" is somewhat more susceptible to the adverse
    effects of changes in circumstances and economic conditions than obligations
    in higher rated categories.
 
        BBB   --  An   obligation  rated  "BBB"   exhibits  adequate  protection
    parameters. However, adverse economic  conditions or changing  circumstances
    are  more likely to lead  to a weakened capacity of  the obligor to meet its
    financial commitment on the obligation.
 
        BB, B, CCC, CC, C -- Obligations  rated "BB," "B," "CCC," "CC," and  "C"
    are   regarded  as  having  significant  speculative  characteristics.  "BB"
    indicates the least degree  of speculation and "C"  the highest. While  such
    obligations  will likely  have some quality  and protective characteristics,
    these may be outweighed by large uncertainties or major exposures to adverse
    conditions.
 
                  Statement of Additional Information Page 44
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
        BB -- An  obligation rated "BB"  is less vulnerable  to nonpayment  than
    other  speculative issues. However, it  faces major ongoing uncertainties or
    exposure to adverse business, financial, or economic conditions which  could
    lead  to the obligor's inadequate capacity  to meet its financial commitment
    on the obligation.
 
        B --  An obligation  rated "B"  is more  vulnerable to  nonpayment  than
    obligations  rated "BB," but the obligor  currently has the capacity to meet
    its financial commitment on the obligation. Adverse business, financial,  or
    economic conditions will likely impair the obligor's capacity or willingness
    to meet its financial commitment on the obligation.
 
        CCC  -- An obligation rated "CCC" is currently vulnerable to nonpayment,
    and is dependent upon favorable business, financial, and economic conditions
    for the obligor to meet its  financial commitment on the obligation. In  the
    event of adverse business, financial, or economic conditions, the obligor is
    not  likely to  have the  capacity to meet  its financial  commitment on the
    obligation.
 
        CC --  An  obligation  rated  "CC" is  currently  highly  vulnerable  to
    nonpayment.
 
        C  -- The "C" rating may be used to cover a situation where a bankruptcy
    petition has been filed  or similar action has  been taken, but payments  on
    this obligation are being continued.
 
        D  -- An  obligation rated  "D" is  in payment  default. The  "D" rating
    category is used when payments on an obligation are not made on the date due
    even if the  applicable grace period  has not expired,  unless S&P  believes
    that  such payments will  be made during  such grace period.  The "D" rating
    also will be used upon the filing of a bankruptcy petition or the taking  of
    a similar action if payments on an obligation are jeopardized.
 
PLUS  (+) OR MINUS  (-): The ratings from  "AA" to "CCC" may  be modified by the
addition of a  plus or minus  sign to  show relative standing  within the  major
rating categories.
 
NR:  Indicates that  no rating  has been  requested, that  there is insufficient
information on which to base  a rating, or that S&P  does not rate a  particular
type of obligation as a matter of policy.
 
DESCRIPTION OF COMMERCIAL PAPER RATINGS
    MOODY'S  employs  the  designation "Prime-1"  to  indicate  commercial paper
having a superior ability for  repayment of senior short-term debt  obligations.
Prime-1  repayment  ability will  often be  evidenced by  many of  the following
characteristics: leading market positions  in well-established industries;  high
rates  of return on  funds employed; conservative  capitalization structure with
moderate reliance on debt and ample asset protection; broad margins in  earnings
coverage  of  fixed financial  charges and  high  internal cash  generation; and
well-established access to a range of  financial markets and assured sources  of
alternate liquidity. Issues rated Prime-2 have a strong ability for repayment of
senior  short-term debt obligations. This normally  will be evidenced by many of
the characteristics cited  above but  to a  lesser degree.  Earnings trends  and
coverage  ratios, while sound, may be  more subject to variation. Capitalization
characteristics, while  still  appropriate, may  be  more affected  by  external
conditions. Ample alternate liquidity is maintained.
 
    S&P  ratings of commercial paper are  graded into several categories ranging
from "A1" for the highest quality obligations  to "D" for the lowest. Issues  in
the  "A"  category are  delineated  with numbers  1, 2,  and  3 to  indicate the
relative degree  of safety.  A-1 --  This highest  category indicates  that  the
degree  of safety regarding timely payment is strong. Those issues determined to
possess extremely strong safety characteristics will be denoted with a plus sign
(+) designation.  A-2  -- Capacity  for  timely  payments on  issues  with  this
designation  is satisfactory; however,  the relative degree of  safety is not as
high as for issues designated "A-1."
 
- --------------------------------------------------------------------------------
 
                              FINANCIAL STATEMENTS
 
- --------------------------------------------------------------------------------
   
The audited financial statements  of the Funds  as of October  31, 1997 and  the
fiscal year then ended appear on the following pages.
    
 
                  Statement of Additional Information Page 45
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
                                   REPORT OF
                            INDEPENDENT ACCOUNTANTS
 
- --------------------------------------------------------------------------------
 
ANNUAL REPORT
To the Shareholders and Board of Directors of
G.T. Investment Funds, Inc.:
 
We have audited the accompanying statement of assets and liabilities of GT
Global Government Income Fund, GT Global High Income Fund-Consolidated, and GT
Global Strategic Income Fund, including the portfolios of investments, as of
October 31, 1997, the related statements of operations for the year then ended,
the statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the periods indicated
herein. These financial statements and the financial highlights are the
responsibility of the Funds' management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1997 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial positions of GT
Global Government Income Fund, GT Global High Income Fund-Consolidated and GT
Global Strategic Income Fund as of October 31, 1997, the results of their
operations for the year then ended, the changes in their net assets for each of
the two years in the period then ended, and the financial highlights for each of
the periods indicated herein, in conformity with generally accepted accounting
principles.
 
                                                        COOPERS & LYBRAND L.L.P.
 
BOSTON, MASSACHUSETTS
DECEMBER 15, 1997
 
                                       F1
<PAGE>
                        GT GLOBAL GOVERNMENT INCOME FUND
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Government & Government Agency Obligations (49.4%)
  Australia (3.0%)
    Commonwealth of Australia, 7.5% due 9/15/09 ..........   AUD           10,660,000   $  8,416,716         3.0
  Canada (2.0%)
    Canadian Government, 7.25% due 6/1/07 ................   CAD            6,920,000      5,548,964         2.0
  Germany (4.7%)
    Deutschland Republic, 6% due 1/5/06 ..................   DEM           22,050,000     13,180,133         4.7
  Italy (9.4%)
    Italian Buoni Poliennali del Tesoro (BTPS):
      9.50% due 1/1/05 ...................................   ITL       13,100,000,000      9,228,992         3.3
      9% due 11/1/23 .....................................   ITL       11,730,000,000      8,839,498         3.1
      7.25% due 11/1/26 ..................................   ITL       13,200,000,000      8,361,624         3.0
  New Zealand (4.4%)
    New Zealand Government, 8% due 4/15/04 ...............   NZD           18,570,000     12,360,425         4.4
  Spain (2.3%)
    Spain Government, 10.5% due 10/30/03 .................   ESP          770,000,000      6,581,165         2.3
  Sweden (2.9%)
    Swedish Government, 8% due 8/15/07 ...................   SEK           54,800,000      8,163,505         2.9
  United Kingdom (4.4%)
    United Kingdom Treasury:
      9.5% due 4/18/05 ...................................   GBP            5,000,000      9,775,453         3.5
      7.25% due 12/7/07 ..................................   GBP            1,420,000      2,503,816         0.9
  United States (15.3%)
    United States Treasury:
      8% due 11/15/21{./} {z} ............................   USD           17,000,000     20,683,023         7.3
      6.125% due 8/15/07 .................................   USD            9,750,000      9,958,711         3.5
      6.375% due 8/15/27 .................................   USD            6,250,000      6,431,641         2.3
      6.625% due 5/15/07 .................................   USD            5,800,000      6,106,992         2.2
  Uruguay (1.0%)
    Republic of Uruguay, 7.875% due 7/15/27 -
     144A{./}{.} .........................................   USD            3,000,000      2,898,000         1.0
                                                                                        ------------
Total Government & Government Agency Obligations (cost
 $136,776,126) ...........................................                               139,038,658
                                                                                        ------------
Corporate Bonds (23.5%)
  Denmark (5.4%)
    Realkredit Bank, 7% due 10/1/29 ......................   DKK          104,000,000     15,287,266         5.4
  Germany (2.0%)
    Commerzbank O/S Financial, 8.5% due 5/13/02 ..........   NZD            5,340,000      3,467,559         1.2
    Kredit Fuer Wiederaufbau International Finance, 7.25%
     due 7/16/07 .........................................   AUD            3,100,000      2,304,569         0.8
  New Zealand (3.8%)
    Transpower Finance Ltd., 8% due 3/15/02 ..............   NZD           16,500,000     10,590,896         3.8
  South Africa (5.5%)
    Eskom, 11% due 6/1/08{./} ............................   ZAR           68,500,000     11,346,106         4.0
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F2
<PAGE>
                        GT GLOBAL GOVERNMENT INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Corporate Bonds (Continued)
    Transnet Ltd., 7.5% due 4/1/08 .......................   ZAR           28,140,000   $  3,612,816         1.3
    Development Bank of South Africa, due 12/31/27 .......   ZAR          124,000,000        580,042         0.2
  Tunisia (1.5%)
    Banque Centrals de Tunisie, 8.25% due 9/19/27 ........   USD            4,750,000      4,314,235         1.5
  United Kingdom (5.3%)
    SBC Jersey, 8.75% due 6/20/05 ........................   GBP            8,200,000     14,927,163         5.3
                                                                                        ------------
Total Corporate Bonds (cost $68,215,638) .................                                66,430,652
                                                                                        ------------
Mortgage Backed (12.0%)
  United States (12.0%)
    Federal National Mortgage Association:
      7.25% due 6/20/02 ..................................   NZD           15,050,000      9,421,474         3.3
      6.375% due 8/15/07 .................................   AUD            7,300,000      5,212,020         1.8
    Government National Mortgage Association:
      TBA Pool, 7% due 11/15/27{*} .......................   USD            8,725,000      8,774,078         3.1
      Pool #780515, 9.5% due 12/15/21 ....................   USD            5,026,270      5,475,493         1.9
    Federal Home Loan Mortgage Association Pool #E62449,
     8.5% due 3/1/10 .....................................   USD            2,595,424      2,769,195         1.0
    Salomon Brothers Mortgage Securities CMO, effective
     yield 6.0867% due 12/25/30 ..........................   USD            2,342,065      2,400,617         0.9
                                                                                        ------------
Total Mortgage Backed (cost $34,786,107) .................                                34,052,877
                                                                                        ------------       -----
 
TOTAL FIXED INCOME INVESTMENTS (cost $239,777,871) .......                               239,522,187        84.9
                                                                                        ------------       -----
<CAPTION>
 
                                                                         UNDERLYING        VALUE         % OF NET
OPTIONS                                                     CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
  Deutsche Marks Put Option, strike 1.7825, expires
   11/13/97
   (cost $80,102) ........................................   USD            4,840,000          3,896          --
                                                                                        ------------       -----
    CURRENCY OPTIONS
<CAPTION>
 
                                                                         PRINCIPAL         VALUE         % OF NET
SHORT-TERM INVESTMENTS                                      CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Government & Government Agency Obligations (14.9%)
  Egypt (1.1%)
    Egypt Treasury Bill, 0% due 11/25/97 .................   EGP           11,000,000      3,215,643         1.1
  Italy (7.1%)
    Italian Buoni Poliennali del Tesoro (BTPS), 10.5% due
     4/15/98 .............................................   ITL       33,520,000,000     20,073,397         7.1
  Mexico (1.6%)
    Mexican Cetes due 11/13/97 ...........................   MXN            3,732,000      4,445,773         1.6
  United Kingdom (5.1%)
    United Kingdom Treasury, 7.25% due 3/30/98 ...........   GBP            8,550,000     14,354,277         5.1
                                                                                        ------------
Total Government & Government Agency Obligations (cost
 $41,749,459) ............................................                                42,089,090
                                                                                        ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F3
<PAGE>
                        GT GLOBAL GOVERNMENT INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
SHORT-TERM INVESTMENTS                                      CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Commercial Paper - Discounted (3.1%)
  United States (3.1%)
    General Electric Capital Corp., effective yield 5.68%
     due 11/19/97 (cost $8,659,446){./} ..................   USD            8,725,000   $  8,659,446         3.1
                                                                                        ------------       -----
 
TOTAL SHORT-TERM INVESTMENTS (cost $50,408,905) ..........                                50,748,536        18.0
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $290,266,878)  * .................                               290,274,619       102.9
Other Assets and Liabilities .............................                                (8,165,141)       (2.9)
                                                                                        ------------       -----
 
NET ASSETS ...............................................                              $282,109,478       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
       {./}  All or part of the Fund's holdings in this security is segregated
             as collateral for when-issued securities or forward currency
             contracts. See Note 1 to the Financial Statements.
        {z}  All or part of the Fund's holdings in this security is segregated
             as collateral for written options. See Note 1 to the Financial
             Statements.
        {.}  Security exempt from registration under Rule 144A of the Securities
             Act of 1933. These securities may be resold in transactions exempt
             from registration, normally to qualified institutional buyers.
        {*}  Purchased on a forward commitment basis.
          *  For Federal income tax purposes, cost is $290,620,342 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $   5,885,779
                 Unrealized depreciation:            (6,231,502)
                                                  -------------
                 Net unrealized depreciation:     $    (345,723)
                                                  -------------
                                                  -------------
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                     WRITTEN OPTIONS CONTRACTS OUTSTANDING
                                OCTOBER 31, 1997
 
<TABLE>
<CAPTION>
                                            UNDERLYING     EXPIRATION  STRIKE      MARKET
PUT OPTIONS                                   AMOUNT         DATE     PRICE        VALUE
- ----------------------------------------  --------------   --------  --------  --------------
<S>                                       <C>              <C>       <C>       <C>
DEM.....................................     4,840,000     11/13/97   DEM1.82   $      (406)
                                                                                     ------
  Total outstanding written options
   (Premium received $44,673)...........                                               (406)
                                                                                     ------
                                                                                     ------
</TABLE>
 
- ----------------
See Note 1 to the financial statements.
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F4
<PAGE>
                        GT GLOBAL GOVERNMENT INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
                 FORWARD FOREIGN CURRENCY CONTRACTS OUTSTANDING
                                OCTOBER 31, 1997
<TABLE>
<CAPTION>
                                                                                 UNREALIZED
                                           MARKET VALUE    CONTRACT  DELIVERY   APPRECIATION
CONTRACTS TO BUY:                         (U.S. DOLLARS)    PRICE      DATE    (DEPRECIATION)
- ----------------------------------------  --------------   --------  --------  --------------
<S>                                       <C>              <C>       <C>       <C>
Australian Dollars......................      14,130,053    1.33485   11/6/97   $  (927,862)
Australian Dollars......................       2,108,963    1.37000   11/6/97       (80,812)
Australian Dollars......................       4,077,329    1.37155   11/6/97      (151,451)
Australian Dollars......................       8,168,717    1.36885   11/6/97      (320,158)
British Pounds..........................      17,545,780    0.62087    2/5/98       505,103
Canadian Dollars........................       1,412,149    1.37160   11/6/97       (38,712)
Danish Kroner...........................       5,263,096    6.67385   11/6/97        87,497
Deutsche Marks..........................       4,607,616    1.79770   11/6/97       187,616
Deutsche Marks..........................       7,647,020    1.72473   11/6/97         1,020
Deutsche Marks..........................       8,632,762    1.85468    2/5/98       650,345
Deutsche Marks..........................       9,831,529    1.86050    2/5/98       769,116
Deutsche Marks..........................       9,121,259    1.84900    2/5/98       661,259
Deutsche Marks..........................      10,320,977    1.82590    2/5/98       627,127
Deutsche Marks..........................      22,031,550    1.76970    2/5/98       681,550
Deutsche Marks..........................      15,399,073    1.74950    2/5/98       304,074
Deutsche Marks..........................       7,856,456    1.74980    2/5/98       156,456
Deutsche Marks..........................       7,924,376    1.74230    2/5/98       124,376
Italian Liras...........................       3,458,975   1,768.30000   2/5/98      138,837
Italian Liras...........................       8,545,464   1,747.52000   2/5/98      245,464
Italian Liras...........................       3,796,301   1,741.50000   2/5/98       96,301
Italian Liras...........................      15,238,110   1,732.32000   2/5/98      307,843
Italian Liras...........................       5,672,764   1,699.54000   2/5/98        7,399
Italian Liras...........................         996,994   1,697.70000   2/5/98          221
South African Rand......................         873,181    4.81550   11/6/97           997
Swedish Kronor..........................       8,468,638    7.57006   11/6/97        92,472
Swedish Kronor..........................       2,827,601    7.49385    2/5/98        11,645
                                          --------------                       --------------
  Total Contracts to Buy (Payable amount
   $201,819,010)........................     205,956,733                          4,137,723
                                          --------------                       --------------
THE VALUE OF CONTRACTS TO BUY AS
 PERCENTAGE OF NET ASSETS IS 73.01%.
 
<CAPTION>
 
CONTRACTS TO SELL:
- ----------------------------------------
<S>                                       <C>              <C>       <C>       <C>
Australian Dollars......................      35,852,373    1.34162   11/6/97     2,161,497
Australian Dollars......................       8,548,124    1.43055   11/6/97       (48,124)
British Pounds..........................       8,269,037    0.62724   11/6/97      (409,138)
British Pounds..........................       9,476,686    0.63291   11/6/97      (549,686)
British Pounds..........................       8,830,253    0.60165    2/5/98        19,747
Canadian Dollars........................       1,412,149    1.39136   11/6/97        36,705
Canadian Dollars........................       5,516,238    1.39136    2/5/98        43,762
Danish Kroner...........................       7,511,923    6.95000   11/6/97      (418,398)
Deutsche Marks..........................       4,699,886    1.83370   11/6/97      (279,886)
Deutsche Marks..........................       7,559,969    1.78347   11/6/97      (249,969)
Deutsche Marks..........................       8,548,334    1.71846    2/5/98       (17,440)
Deutsche Marks..........................       7,689,586    1.71600    2/5/98        (4,687)
Deutsche Marks..........................      57,287,100    1.71600    2/5/98       (34,920)
Deutsche Marks..........................      18,029,667    1.71800    2/5/98       (31,966)
Italian Lira............................      39,768,497   1,696.15000   2/5/98       27,512
New Zealand Dollars.....................      36,510,209    1.57878   11/6/97       638,701
South African Rand......................       8,879,420    4.83145  11/12/97       (39,420)
South African Rand......................       7,946,694    4.95150  11/28/97      (171,272)
Swedish Kronor..........................       4,273,847    7.94000   11/6/97      (243,620)
Swedish Kronor..........................       9,215,482    8.00000   11/6/97      (590,482)
                                          --------------                       --------------
  Total Contracts to Sell (Receivable
   amount $295,664,390).................     295,825,474                           (161,084)
                                          --------------                       --------------
THE VALUE OF CONTRACTS TO SELL AS
 PERCENTAGE OF NET ASSETS IS 104.86%.
  Total Open Forward Foreign Currency
   Contracts, Net.......................                                        $ 3,976,639
                                                                               --------------
                                                                               --------------
</TABLE>
 
- ----------------
See Note 1 to the financial statements.
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F5
<PAGE>
                          GLOBAL HIGH INCOME PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Government & Government Agency Obligations (53.2%)
  Argentina (5.2%)
    Republic of Argentina:
      Global Bond, 11% due 10/9/06 .......................   USD           11,919,000   $ 11,814,709         3.2
      Par Bond Series L, 5.50% due 3/31/23++ .............   USD            6,610,000      4,498,931         1.2
      Global Bond, 11.375% due 1/30/17 ...................   USD            3,048,000      2,910,840         0.8
  Brazil (2.1%)
    Republic of Brazil, Par Z-L Bond, 5.25% due
     4/15/24++ ...........................................   USD           11,384,000      7,527,670         2.1
  Bulgaria (5.1%)
    Republic of Bulgaria:
      Front Loaded Interest Reduction Bond Series A, 2.25%
       due 7/28/12++ .....................................   USD           18,357,000     10,004,565         2.7
      Interest Arrears Bond, 6.6875% due 7/28/11 -
       Euro+ .............................................   USD           13,522,000      8,882,264         2.4
  Costa Rica (1.7%)
    Banco Central de Costa Rica:
      Interest Bond Series A, 6.5391% due 5/21/05
       (effective maturity date 8/21/02)+ ................   USD            4,270,656      4,270,656         1.2
      Principal Bond Series A, 6.25% due 5/21/10 .........   USD            1,900,000      1,653,000         0.5
  Ecuador (2.1%)
    Republic of Ecuador Discount Bond, 6.6875% due 2/28/25
     - EURO+ .............................................   USD           11,069,000      7,775,973         2.1
  Mexico (11.7%)
    United Mexican States:
      Discount Bond Series D, 6.8125% due 12/31/19+ ......   USD           24,328,000     22,032,045         6.0
      Global Bond, 11.5 due 5/15/26 ......................   USD            7,290,000      7,873,200         2.2
      Global Bond, 9.875% due 1/15/07 ....................   USD            6,430,000      6,502,338         1.8
      Global Bond, 11.375% due 9/15/16 ...................   USD            5,793,000      6,162,304         1.7
  Nigeria (3.4%)
    Central Bank of Nigeria, Par Bond, 6.25% due
     11/15/20+/+ .........................................   USD           18,750,000     12,281,250         3.4
  Panama (3.4%)
    Republic of Panama, Interest Reduction Bond, 3.75% due
     7/17/14++ ...........................................   USD           17,850,000     12,550,781         3.4
  Peru (1.6%)
    Republic of Peru, Past Due Interest Bond, 4% due
     3/7/17 - 144A{.} ....................................   USD           10,086,000      5,749,020         1.6
  South Africa (5.0%)
    Republic of South Africa, 13% due 8/31/10{./} ........   ZAR           97,113,000     18,329,766         5.0
  United States (7.5%)
    United States Treasury:
      6.375% due 8/15/27 .................................   USD           15,337,000     15,782,732         4.3
      5.875% due 9/30/02{./} .............................   USD           11,747,000     11,811,242         3.2
  Uruguay (2.1%)
    Banco Central del Uruguay:
      Debt Conversion Bond Series B, 6.8125% due
       2/18/07+ ..........................................   USD            4,000,000      4,000,000         1.1
      Par Bond Series A, 6.75% due 2/19/21+/+ ............   USD            2,290,000      2,129,700         0.6
      Par Bond Series B, 6.75% due 2/19/21+/+ ............   USD            1,500,000      1,395,000         0.4
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F6
<PAGE>
                          GLOBAL HIGH INCOME PORTFOLIO
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Government & Government Agency Obligations (Continued)
  Venezuela (2.3%)
    Republic of Venezuela, Par Bond Series A, 6.75% due
     3/31/20+/+ ..........................................   USD           10,025,000   $  8,389,672         2.3
                                                                                        ------------
Total Government & Government Agency Obligations (cost
 $202,758,127) ...........................................                               194,327,658
                                                                                        ------------
Corporate Bonds (25.9%)
  Argentina (1.7%)
    Supermercados Norte, 10.875% due 2/9/04 - 144A{.} ....   USD            2,655,000      2,469,150         0.7
    Impsa Corp., 9.5% due 5/31/02 - 144A{.} ..............   USD            2,409,000      2,276,505         0.6
    Acindar Industrial Argentina, 11.25% due 2/15/04 .....   USD            1,497,000      1,482,030         0.4
  Brazil (0.6%)
    RBS Participacoes S.A., 11% due 4/1/07 - 144A{.} .....   USD            2,273,000      2,216,175         0.6
  Canada (0.8%)
    Pacalta Resources Ltd., 10.75% due 6/15/04 -
     144A{.} .............................................   USD            2,978,000      2,970,555         0.8
  China (2.9%)
    Panda Global Energy Co., 12.5% due 4/15/04 -
     144A{.} .............................................   USD            7,559,000      7,105,460         1.9
    Greater Beijing First, 9.5% due 6/15/07 - 144A{.} ....   USD            3,210,000      2,929,125         0.8
    Huaneng Power International PLC Convertible, 1.75% due
     5/21/04 .............................................   USD              790,000        743,390         0.2
  Dominican Republic (0.7%)
    Tricom S.A., 11.375% due 9/1/04 - 144A{.} ............   USD            2,628,000      2,601,720         0.7
  Hong Kong (1.1%)
    GS Superhighway Holdings, 9.875% due 8/15/04 -
     144A{.} .............................................   USD            2,434,000      2,281,875         0.6
    Road King Infrastructure, 9.5% due 7/15/07 -
     144A{.} .............................................   USD            2,100,000      1,958,250         0.5
  India (1.1%)
    Tata Electric Co., 8.5% due 8/19/17 - 144A{.} ........   USD            4,395,000      3,836,835         1.1
  Indonesia (3.9%)
    Polysindo International Finance, 8.9063%, due
     4/22/99 .............................................   IDR       27,500,000,000      5,114,793         1.4
    DGS International Finance Co., 10% due 6/1/07 -
     144A{.} .............................................   USD            4,961,000      4,564,120         1.3
    Tjiwi Kimia Financial Mauritius, 10% due 8/1/04 -
     144A{.} .............................................   USD            2,964,000      2,645,370         0.7
    Pratama Datakom Asia BV, 12.75% due 7/15/05 -
     144A{.} .............................................   USD            2,141,000      1,884,080         0.5
  Jamaica (1.1%)
    Mechala Group Jamaica Ltd.:
      12.75% due 12/30/99 - Series B .....................   USD            2,846,000      2,760,620         0.8
      12.75% due 12/30/99 - Reg S{c} .....................   USD            1,288,000      1,249,360         0.3
  Mexico (6.4%)
    Petroleos Mexicanos:
      9.5% due 9/15/27 - 144A{.} .........................   USD            8,768,000      8,044,640         2.2
      8.85% due 9/15/07 - 144A{.} ........................   USD            4,388,000      4,217,965         1.2
    Fideicomiso Petacalco Trust, 10.16% due 12/23/09 - Reg
     S{c} ................................................   USD            2,720,000      2,720,000         0.7
    TV Azteca, S.A. de C.V., 10.5% due 2/15/07 -
     144A{.} .............................................   USD            2,350,000      2,393,851         0.7
    Dine, S.A. de C.V., 8.75% due 10/15/07 - 144A{.} .....   USD            2,440,000      2,305,800         0.6
    Copamex Industrias S.A., 11.375% due 4/30/04 -
     144A{.} .............................................   USD            1,903,000      2,079,028         0.6
    Hylsa, S.A. de C.V., 9.25% due 9/15/07{.} ............   USD            1,560,000      1,497,600         0.4
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F7
<PAGE>
                          GLOBAL HIGH INCOME PORTFOLIO
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Corporate Bonds (Continued)
  Russia (1.3%)
    Lukinter Finance BV Convertible, 3.5% due 5/6/02 -
     144A{.} .............................................   USD            2,283,000   $  3,070,635         0.8
    Mosenergo Finance BV, 8.375% due 10/9/02 - 144A{.} ...   USD            2,184,000      1,921,920         0.5
  South Africa (4.3%)
    Eskom, 11% due 6/1/08 ................................   ZAR           94,900,000     15,718,912         4.3
                                                                                        ------------
Total Corporate Bonds (cost $103,242,812) ................                                95,059,764
                                                                                        ------------
Sovereign Debt (12.8%)
  Russia (12.8%)
    Bank for Foreign Economic Affairs (Vnesheconombank)
     Loan Agreement:
      Assignment ** -/- ..................................   USD           46,757,000     41,583,888        11.4
      Participation ** -/- ...............................   DEM            9,819,000      5,224,084         1.4
                                                                                        ------------
Total Sovereign Debt (cost $25,217,395) ..................                                46,807,972
                                                                                        ------------       -----
 
TOTAL FIXED INCOME INVESTMENTS (cost $331,218,334) .......                               336,195,394        91.9
                                                                                        ------------       -----
<CAPTION>
 
                                                                         UNDERLYING        VALUE         % OF NET
OPTIONS                                                     CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
  Federal Republic of Brazil Debt Conversion Bond, Call
   Option, strike 82.25, expires 1/12/98 (cost
   $1,032,750) ...........................................   USD           57,375,000        418,608         0.1
                                                                                        ------------       -----
    GOVERNMENT & GOVERNMENT AGENCY OBLIGATIONS
<CAPTION>
 
                                                                                           VALUE         % OF NET
REPURCHASE AGREEMENT                                                                      (NOTE 1)        ASSETS
- ----------------------------------------------------------                              ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
  Dated October 31, 1997, with State Street Bank & Trust
   Co., due November 3, 1997, for an effective yield of
   5.57% collateralized by $8,950,000 U.S. Treasury Bonds,
   8.875% due 8/15/17 (market value of collateral is
   $11,741,829, including accrued interest).
   (cost $11,510,781)  ...................................                                11,510,781         3.2
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $343,761,865)  * .................                               348,124,783        95.2
Other Assets and Liabilities .............................                                17,667,628         4.8
                                                                                        ------------       -----
 
NET ASSETS ...............................................                              $365,792,411       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
         **  Underlying loan agreement currently in default.
        {.}  Security exempt from registration under Rule 144A of the Securities
             Act of 1933. These securities may be resold in transactions exempt
             from registration, normally to qualified institutional buyers.
        {c}  Security issued under Regulation S. Rule 144A and additional
             restrictions may apply in the resale of such securities.
         ++  The coupon rate shown on step-up coupon bond represents the rate at
             period end.
          +  The coupon rate shown on floating rate note represents the rate at
             period end.
        +/+  Issued with detachable warrants or value recovery rights. The
             current market value of each warrant or right is zero.
       {./}  All or part of the Fund's holdings in this security is segregated
             as collateral for when-issued securities or forward currency
             contracts. See Note 1 to the Financial Statements.
          *  For Federal income tax purposes, cost is $343,911,253 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  26,533,602
                 Unrealized depreciation:           (22,320,072)
                                                  -------------
                 Net unrealized appreciation:     $   4,213,530
                                                  -------------
                                                  -------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F8
<PAGE>
                          GLOBAL HIGH INCOME PORTFOLIO
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
                 OUTSTANDING FORWARD FOREIGN CURRENCY CONTRACTS
                                OCTOBER 31, 1997
 
<TABLE>
<CAPTION>
                                                                                    UNREALIZED
                                           MARKET VALUE     CONTRACT    DELIVERY   APPRECIATION
CONTRACTS TO SELL:                        (U.S. DOLLARS)      PRICE       DATE    (DEPRECIATION)
- ----------------------------------------  --------------   -----------  --------  --------------
<S>                                       <C>              <C>          <C>       <C>
Deutsche Marks..........................     3,966,367         1.84950   11/6/97     $(268,070)
Indonesian Rupiah.......................    10,445,682     3,610.00000   11/5/97      (57,871)
South African Rand......................    24,288,532         5.04500   1/30/98     (535,715)
South African Rand......................       608,060         5.06350   1/30/98      (15,584)
                                          --------------                          --------------
  Total Contracts to Sell (Receivable
   amount $38,431,401)..................    39,308,641                               (877,240)
                                          --------------                          --------------
THE VALUE OF CONTRACTS TO SELL AS
 PERCENTAGE OF NET ASSETS IS 10.75%.
  Total Open Forward Foreign Currency
   Contracts............................                                             $(877,240)
                                                                                  --------------
                                                                                  --------------
</TABLE>
 
- ----------------
See Note 1 to the financial statements.
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F9
<PAGE>
                        GT GLOBAL STRATEGIC INCOME FUND
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Government & Government Agency Obligations (65.6%)
  Argentina (2.0%)
    Republic of Argentina:
      Global Bond, 11% due 10/9/06 .......................   USD            5,618,000   $  5,568,843         1.3
      Global Bond, 11.375% due 1/30/17 ...................   USD            3,177,000      3,034,035         0.7
      Par Bond Series L, 5.5% due 3/31/23++ ..............   USD               95,000         64,659          --
  Australia (2.3%)
    Commonwealth of Australia, 7.5% due 9/15/09 ..........   AUD           12,500,000      9,869,508         2.3
  Brazil (0.9%)
    Republic of Brazil, Par Z-L Bond, 5.25% due
     4/15/24{./} ++ ......................................   USD            5,856,000      3,872,280         0.9
  Bulgaria (2.0%)
    Republic of Bulgaria:
      Interest Arrears Bond, 6.6875% due 7/28/11 -
       Euro{./} + ........................................   USD            6,486,000      4,260,491         1.0
      Front Loaded Interest Reduction Bond Series A, 2.25%
       due 7/28/12{./} ++ ................................   USD            7,396,000      4,030,820         1.0
  Canada (2.2%)
    Canadian Government, 8.75% due 12/1/05 ...............   CAD           10,500,000      9,075,362         2.2
  Colombia (0.6%)
    Republic of Colombia, 8.7% due 2/15/16 ...............   USD            2,538,000      2,480,895         0.6
  Costa Rica (0.9%)
    Banco Central de Costa Rica:
      Interest Bond Series A, 6.5391% due 5/21/05
       (effective maturity date 8/21/02)+ ................   USD            1,918,176      1,918,176         0.5
      Principal Bond Series A, 6.25% due 5/21/10 .........   USD            1,900,000      1,653,000         0.4
  Ecuador (0.9%)
    Discount Bond, 6.6875% due 2/28/25 - Euro+ ...........   USD            5,485,000      3,853,213         0.9
  France (1.9%)
    France O.A.T., 7.25% due 4/25/06 .....................   FRF           40,000,000      7,779,107         1.9
  Germany (11.0%)
    Deutschland Republic:
      6% due 1/5/06 ......................................   DEM           35,500,000     21,219,716         5.0
      8.25% due 9/20/01 ..................................   DEM           24,000,000     15,532,850         3.7
    Treuhandanstalt, 7.125% due 1/29/03 ..................   DEM           15,000,000      9,474,050         2.3
  Italy (4.3%)
    Italian Buoni Poliennali del Tesoro (BTPS):
      9.5% due 2/1/99 ....................................   ITL       18,000,000,000     11,092,869         2.6
    Italian Government, 7.25% due 11/1/26 ................   ITL       11,000,000,000      6,968,020         1.7
  Mexico (5.8%)
    United Mexican States:
      Discount Bond Series A, 6.6925% due 12/31/19+
       +/+ ...............................................   USD           10,849,000      9,825,126         2.3
      Global Bond, 11.5% due 5/15/26 .....................   USD            7,755,000      8,375,400         2.0
      Global Bond, 9.875% due 1/15/07 ....................   USD            3,045,000      3,079,256         0.7
      Global Bond, 11.375% due 9/15/16 ...................   USD            2,744,000      2,918,930         0.7
      Discount Bond Series D, 6.8125% due 12/31/19+ ......   USD              672,000        608,580         0.1
  Netherlands (1.5%)
    Netherlands Government Bond, 5.75% due 2/15/07 .......   NLG           12,000,000      6,260,896         1.5
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F10
<PAGE>
                        GT GLOBAL STRATEGIC INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Government & Government Agency Obligations (Continued)
  New Zealand (1.9%)
    New Zealand Government, 8% due 4/15/04 ...............   NZD           12,000,000   $  7,987,351         1.9
  Nigeria (1.7%)
    Central Bank of Nigeria, Par Bond, 6.25% due
     11/15/20{./} +/+ ....................................   USD           11,000,000      7,205,000         1.7
  Panama (3.6%)
    Republic of Panama:
      Interest Reduction Bond, 3.75% due 7/17/14++ .......   USD           16,705,000     11,745,703         2.8
      7.875% due 2/13/02 - 144A{.} .......................   USD            3,360,000      3,200,400         0.8
  Peru (0.6%)
    Republic of Peru, Past Due Interest Bond, 4% due
     3/7/17 - 144A++ {.} .................................   USD            4,776,000      2,722,320         0.6
  South Africa (2.2%)
    Republic of South Africa, 13% due 8/31/10 ............   ZAR           48,561,000      9,165,732         2.2
  Spain (2.0%)
    Spain Government, 10.5% due 10/30/03 .................   ESP        1,000,000,000      8,546,967         2.0
  Sweden (1.3%)
    Swedish Government, 8% due 8/15/07 ...................   SEK           37,000,000      5,511,856         1.3
  United Kingdom (6.6%)
    United Kingdom Treasury, 7% due 6/7/02 ...............   GBP           11,900,000     20,234,192         4.8
    United Kingdom Conversion, 9.5% due 4/18/05 ..........   GBP            3,800,000      7,429,344         1.8
  United States (8.1%)
    United States Treasury:
      5.875% due 9/30/02{./} .............................   USD           12,865,000     12,935,356         3.1
      6.875% due 8/15/25{./} {z} .........................   USD            8,000,000      8,686,250         2.1
      6.375% due 8/15/27 .................................   USD            8,293,000      8,534,015         2.0
      6.50% due 10/15/06{z} ..............................   USD            3,500,000      3,639,111         0.9
  Uruguay (0.3%)
    Banco Central del Uruguay, Par Bond Series A, 6.75%
     due2/19/21{./} +/ + .................................   USD            1,370,000      1,274,100         0.3
  Venezuela (1.0%)
    Republic of Venezuela:
      Par Bond Series A, 6.75% due 3/31/20{./} +/+ .......   USD            4,880,000      4,083,950         1.0
                                                                                        ------------
Total Government & Government Agency Obligations (cost
 $281,695,109) ...........................................                               275,717,729
                                                                                        ------------
Corporate Bonds (10.5%)
  Argentina (0.5%)
    Impsa Corp., 9.5% due 5/31/02 - 144A{.} ..............   USD            1,377,000      1,301,265         0.3
    Acindar Industrial Argentina, 11.25% due 2/15/04 .....   USD              816,000        807,840         0.2
  Brazil (0.3%)
    RBS Participacoes S.A., 11% due 4/1/07 - 144A{.} .....   USD            1,278,000      1,246,050         0.3
  China (1.1%)
    Panda Global Energy Co., 12.5% due 4/15/04 -
     144A{.} .............................................   USD            3,145,000      2,956,300         0.7
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F11
<PAGE>
                        GT GLOBAL STRATEGIC INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Corporate Bonds (Continued)
    Greater Beijing First, 9.5% due 6/15/07 - 144A{.} ....   USD            1,720,000   $  1,569,500         0.4
  Denmark (1.0%)
    Realkredit Danmark, 6% due 10/1/26 ...................   DKK           30,000,000      4,226,028         1.0
  Dominican Republic (0.3%)
    Tricom S.A., 11.375% due 9/1/04 - 144A{.} ............   USD            1,294,000      1,281,060         0.3
  Ecuador (0.4%)
    Pacalta Resources Ltd., 10.75% due 6/15/04 -
     144A{.} .............................................   USD            1,601,000      1,596,998         0.4
  Hong Kong (0.5%)
    GS Superhighway Holdings, 9.875% due 8/15/04 -
     144A{.} .............................................   USD            1,210,000      1,134,375         0.3
    Road King Infrastructure, 9.5% due 7/15/07 -
     144A{.} .............................................   USD            1,100,000      1,025,750         0.2
  India (0.4%)
    Tata Electric Co., 8.5% due 8/19/17 - 144A{.} ........   USD            2,151,000      1,877,823         0.4
  Indonesia (1.1%)
    DGS International Finance Co., 10% due 6/1/07 -
     144A{.} .............................................   USD            2,717,000      2,499,640         0.6
    Tjiwi Kimia Financial Mauritius, 10% due 8/1/04 -
     144A{.} .............................................   USD            1,471,000      1,312,868         0.3
    Pratama Datakom Asia BV, 12.75% due 7/15/05 -
     144A{.} .............................................   USD            1,134,000        997,920         0.2
  Jamaica (0.2%)
    Mechala Group Jamaica, 12.75% due 12/30/99 - Reg
     S{c} ................................................   USD              719,000        697,430         0.2
  Mexico (2.5%)
    Petroleos Mexicanos:
      9.5% due 9/15/27 - 144A{.} .........................   USD            4,224,000      3,875,520         0.9
      8.85% due 9/15/07 - 144A{.} ........................   USD            2,108,000      2,026,315         0.5
    TV Azteca, S.A. de C.V., 10.5% due 2/15/07 -
     144A{.} .............................................   USD            1,300,000      1,324,258         0.3
    Copamex Industrias S.A., 11.375% due 4/30/04 -
     144A{.} .............................................   USD            1,134,000      1,238,895         0.3
    Dine, S.A. de C.V., 8.75% due 10/15/07 - 144A{.} .....   USD            1,140,000      1,077,300         0.3
    Hylsa, S.A. de C.V., 9.25% due 9/15/07{.} ............   USD              760,000        729,600         0.2
  Russia (0.7%)
    Lukinter Finance BV Convertible, 3.5% due 5/6/02 -
     144A{.} .............................................   USD            1,526,000      2,052,470         0.5
    Mosenergo Finance BV, 8.375% due 10/9/02 - 144A{.} ...   USD            1,040,000        915,200         0.2
  South Africa (0.2%)
    Eskom, 11% due 6/1/08 ................................   ZAR            6,175,000      1,022,806         0.2
  United States (1.3%)
    Chase Manhattan Corp., 6.25% due 1/15/06{z} ..........   USD            2,835,000      2,774,864         0.7
    General Motors Acceptance Corp., 6.625% due
     10/15/05 ............................................   USD            2,700,000      2,719,405         0.6
                                                                                        ------------
Total Corporate Bonds (cost $45,203,836) .................                                44,287,480
                                                                                        ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F12
<PAGE>
                        GT GLOBAL STRATEGIC INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Mortgage Backed (9.9%)
  United States (9.9%)
    Government National Mortgage Association TBA Pass Thru
     Pool, 6.5% due11/15/27{*} ...........................   USD           28,000,000   $ 27,693,764         6.6
    Federal National Mortgage Association Pool:
      #313439, 7% due 3/1/04 .............................   USD            9,718,752      9,837,204         2.3
      7.25% due 6/20/02{./} ..............................   NZD            7,000,000      4,382,081         1.0
                                                                                        ------------
Total Mortgage Backed (cost $42,198,154) .................                                41,913,049
                                                                                        ------------
Sovereign Debt (7.3%)
  Russia (7.3%)
    Bank for Foreign Economic Affairs (Vnesheconombank)
     Loan Agreement:
      Assignment ** -/- ..................................   USD           31,585,000     28,090,723         6.7
      Participation ** -/- ...............................   DEM            4,566,000      2,429,287         0.6
                                                                                        ------------
Total Sovereign Debt (cost $16,899,775) ..................                                30,520,010
                                                                                        ------------       -----
 
TOTAL FIXED INCOME INVESTMENTS (cost $385,996,874) .......                               392,438,268        93.3
                                                                                        ------------       -----
<CAPTION>
 
                                                                         UNDERLYING        VALUE         % OF NET
OPTIONS                                                     CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
  Federal Republic of Brazil Debt Conversion Bond, Call
   Option, strike 82.25, expires 1/12/98 (cost
   $567,036) .............................................   USD           31,502,000        229,839         0.1
                                                                                        ------------       -----
    GOVERNMENT & GOVERNMENT AGENCY OBLIGATIONS
<CAPTION>
 
                                                                         PRINCIPAL         VALUE         % OF NET
SHORT-TERM INVESTMENTS                                      CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Commercial Paper - Discounted (6.6%)
  United States (6.6%)
    Ford Motor Credit Corp., effective yield 5.50%, due
     11/19/97{./} ........................................   USD           19,000,000     18,947,940         4.5
    General Electric Capital Corp., effective yield 5.50%,
     due 11/19/97{./ } ...................................   USD            9,000,000      8,975,340         2.1
                                                                                        ------------
Total Commercial Paper - Discounted (cost $27,923,280) ...                                27,923,280
                                                                                        ------------       -----
 
TOTAL SHORT-TERM INVESTMENTS (cost $27,923,280) ..........                              $ 27,923,280         6.6
                                                                                        ------------       -----
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F13
<PAGE>
                        GT GLOBAL STRATEGIC INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
REPURCHASE AGREEMENT                                                                      (NOTE 1)        ASSETS
- ----------------------------------------------------------                              ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
  Dated October 31, 1997, with State Street Bank & Trust
   Co., due November 3, 1997, for an effective yield of
   5.57%, collateralized by $7,860,000 U.S. Treasury
   Bonds, 8.875% due 8/15/17 (market value of collateral
   is $10,311,818, including accrued interest).
   (cost $10,107,564)  ...................................                              $ 10,107,564         2.4
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $424,594,754)  * .................                               430,698,951       102.4
Other Assets and Liabilities .............................                               (10,075,156)       (2.4)
                                                                                        ------------       -----
 
NET ASSETS ...............................................                              $420,623,795       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
         **  Underlying loan agreement currently in default.
        {.}  Security exempt from registration under Rule 144A of the Securities
             Act of 1933. These securities may be resold in transactions exempt
             from registration, normally to qualified institutional buyers.
        {c}  Security issued under Regulation S. Rule 144A and additional
             restrictions may apply in the resale of such securities.
        {z}  All or part of the Fund's holdings in this security is segregated
             as collateral for written futures. See Note 1 to the Financial
             Statements.
         ++  The coupon rate shown on step-up coupon bond represents the rate at
             period end.
       {./}  All or part of the Fund's holdings in this security is segregated
             as collateral for when-issued securities or forward currency
             contracts. See Note 1 to the Financial Statements.
          +  The coupon rate shown on floating rate note represents the rate at
             period end.
        +/+  Issued with detachable warrants or value recovery rights. The
             current market value of each warrant or right is zero.
        {*}  Purchased on a forward commitment basis.
          *  For Federal income tax purposes, cost is $425,319,173 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  21,044,316
                 Unrealized depreciation:           (15,664,538)
                                                  -------------
                 Net unrealized appreciation:     $   5,379,778
                                                  -------------
                                                  -------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F14
<PAGE>
                        GT GLOBAL STRATEGIC INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
                 FORWARD FOREIGN CURRENCY CONTRACTS OUTSTANDING
                                OCTOBER 31, 1997
<TABLE>
<CAPTION>
                                          MARKET VALUE                           UNREALIZED
                                             (U.S.       CONTRACT    DELIVERY   APPRECIATION
CONTRACTS TO BUY:                           DOLLARS)       PRICE       DATE    (DEPRECIATION)
- ----------------------------------------  ------------  -----------  --------  --------------
<S>                                       <C>           <C>          <C>       <C>
Australian Dollars......................     3,022,847      1.37155   11/6/97    $(112,283)
British Pounds..........................    16,534,161      0.62123    2/5/98      485,452
British Pounds..........................    11,608,739      0.60397    2/5/98       18,839
Danish Kroner...........................     7,886,019      6.86340    2/5/98      382,449
Deutsche Marks..........................    25,918,384      1.77087    2/5/98      818,384
Deutsche Marks..........................    24,380,246      1.81000    2/5/98    1,280,246
Deutsche Marks..........................    11,573,533      1.74950    2/5/98      228,533
Deutsche Marks..........................     5,831,060      1.70250    2/5/98      (42,655)
Deutsche Marks..........................     4,932,669      1.82070    2/5/98      286,489
Deutsche Marks..........................     3,702,605      1.77285    2/5/98      120,916
Italian Liras...........................     6,451,334  1,697.68000    2/5/98        1,355
Italian Liras...........................     3,240,396  1,766.50000    2/5/98      126,895
Netherland Guilders.....................     6,358,320      1.97453    2/5/98      144,185
Spanish Pasetas.........................     8,955,096    148.86800    2/5/98      222,526
                                          ------------                         --------------
  Total Contracts to Buy (Payable amount
   $136,434,078)........................   140,395,409                           3,961,331
                                          ------------                         --------------
THE VALUE OF CONTRACTS TO BUY AS
 PERCENTAGE OF NET ASSETS IS 33.38%.
 
<CAPTION>
 
CONTRACTS TO SELL:
- ----------------------------------------
<S>                                       <C>           <C>          <C>       <C>
Australian Dollars......................     7,838,313      1.44611   11/6/97     (127,976)
Australian Dollars......................     4,674,868      1.36032   11/6/97      213,680
British Pounds..........................    11,858,437      0.61312   11/6/97     (327,267)
British Pounds..........................     4,864,140      0.63386   11/6/97     (289,013)
British Pounds..........................    11,724,826      0.62274    2/5/98     (371,820)
Canadian Dollars........................     1,774,056      1.38250   11/6/97       34,262
Danish Kroner...........................     7,847,141      6.95000   11/6/97     (437,069)
Deutsche Marks..........................    44,512,909      1.71600    2/5/98      (27,133)
Deutsche Marks..........................    16,981,429      1.72000    2/5/98      (49,819)
Deutsche Marks..........................    15,337,714      1.71800    2/5/98      (27,194)
Deutsche Marks..........................     3,280,903      1.71600    2/5/98       (2,000)
Italian Lira............................     9,691,730  1,696.15000    2/5/98        6,705
Netherland Guilders.....................     6,321,484      2.05140   11/6/97     (340,203)
New Zealand Dollars.....................    12,132,719      1.57878   11/6/97      212,247
South African Rand......................     7,285,042      5.04500   1/30/98     (160,681)
Spanish Pesetas.........................     8,939,623    154.70000   11/6/97     (536,262)
                                          ------------                         --------------
  Total Contracts to Sell (Receivable
   amount $172,835,791).................   175,065,334                          (2,229,543)
                                          ------------                         --------------
THE VALUE OF CONTRACTS TO SELL AS
 PERCENTAGE OF NET ASSETS IS 41.62%.
  Total Open Forward Foreign Currency
   Contracts, Net.......................                                         $1,731,788
                                                                               --------------
                                                                               --------------
</TABLE>
 
- --------------
See Note 1 to the financial statements.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                     WRITTEN FUTURES CONTRACTS OUTSTANDING
                                OCTOBER 31, 1997
 
<TABLE>
<CAPTION>
                                           MATURITY     NO. OF                  MARKET
DESCRIPTION                                  DATE      CONTRACTS   CURRENCY     VALUE
- ----------------------------------------  ----------   ---------   --------   ----------
<S>                                       <C>          <C>         <C>        <C>
U.S. 10-Year Bond Future (face
 $8,849,548)............................    12/19/97      80         USD      $8,902,400
</TABLE>
 
- ----------------
See Note 1 to the financial statements.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F15
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
                              STATEMENTS OF ASSETS
                                 AND LIABILITIES
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                               GT GLOBAL
                                                                                  ------------------------------------
                                                                                                  HIGH
                                                                                                 INCOME
                                                                                  GOVERNMENT      FUND-     STRATEGIC
                                                                                    INCOME     CONSOLIDATED   INCOME
                                                                                     FUND       (NOTE 1)       FUND
                                                                                  -----------  -----------  ----------
<S>                                                                               <C>          <C>          <C>
Assets:
  Investments in securities, at value (cost $290,266,878; $343,761,865; and
   $424,594,754, respectively) (Note 1).........................................  $290,274,619 3$48,124,783 $430,698,951
  U.S. currency.................................................................           63     598,195      906,033
  Foreign Currencies (Cost $562,392; $2,793,297; and $740,247, respectively)....      572,795   2,785,516      734,313
  Interest receivable...........................................................    5,620,712   6,748,730    7,672,126
  Receivable for Fund shares sold...............................................    1,790,045     757,060      523,422
  Receivable for open forward foreign currency contracts (Note 1)...............    3,976,639          --    1,731,788
  Receivable for securities sold................................................   12,795,967  21,411,490   16,967,090
  Miscellaneous receivable......................................................           --      17,246      105,000
                                                                                  -----------  -----------  ----------
    Total assets................................................................  315,030,840  380,443,020  459,338,723
                                                                                  -----------  -----------  ----------
Liabilities:
  Payable for custodian fees (Note 1)...........................................       13,985      19,132       31,825
  Payable for Directors' and Trustees' fees and expenses (Note 2)...............        7,943      10,881        5,472
  Payable for forward foreign currency contracts -- closed (Note 1).............    6,013,174          --    3,799,153
  Payable for fund accounting fees (Note 2).....................................        6,285       9,778        9,847
  Payable for Fund shares repurchased (Note 2)..................................   13,090,101   3,038,650    1,446,639
  Payable for investment management and administration fees (Note 2)............      177,596     341,976      278,408
  Payable for loan outstanding (Note 1).........................................    4,451,000          --           --
  Payable for open forward foreign currency contracts (Note 1)..................           --     877,240           --
  Payable for printing and postage expenses.....................................      109,344      79,859       85,448
  Payable for professional fees.................................................       37,427      52,845       28,107
  Payable for registration and filing fees......................................       16,015       5,502       14,782
  Payable for securities purchased..............................................    8,707,277   9,848,640   32,628,138
  Payable for service and distribution expenses (Note 2)........................      160,788     285,897      310,485
  Payable for transfer agent fees (Note 2)......................................      121,280      60,286       63,713
  Payable for variation margin..................................................           --          --        5,000
  Payable for written options, at value.........................................          406          --           --
  Other accrued expenses........................................................        8,741      19,823        7,911
                                                                                  -----------  -----------  ----------
    Total liabilities...........................................................   32,921,362  14,650,509   38,714,928
    Minority interest (Notes 1 & 2).............................................           --         100           --
                                                                                  -----------  -----------  ----------
Net assets......................................................................  $282,109,478 3$65,792,411 $420,623,795
                                                                                  -----------  -----------  ----------
                                                                                  -----------  -----------  ----------
Class A:
Net asset value and offering price per share ($154,272,250 DIVIDED BY
 17,888,878; $133,972,818 DIVIDED BY 8,609,881; and $138,714,970 DIVIDED BY
 11,557,042 shares outstanding, respectively)...................................  $      8.62   $   15.56   $    12.00
                                                                                  -----------  -----------  ----------
                                                                                  -----------  -----------  ----------
Maximum offering price per share (100/95.25 of $8.62; 100/95.25 of $15.56; and
 100/95.25 of $12.00, respectively) *...........................................  $      9.05   $   16.34   $    12.60
                                                                                  -----------  -----------  ----------
                                                                                  -----------  -----------  ----------
Class B:+
Net asset value and offering price per share ($127,721,696 DIVIDED BY
 14,819,308; $228,100,869 DIVIDED BY 14,675,701; and $281,375,602 DIVIDED BY
 23,423,332 shares outstanding, respectively)...................................  $      8.62   $   15.54   $    12.01
                                                                                  -----------  -----------  ----------
                                                                                  -----------  -----------  ----------
Advisor Class:
Net asset value, offering price per share, and redemption price per share
 ($115,532 DIVIDED BY 13,411; $3,718,724 DIVIDED BY 239,667; and $533,223
 DIVIDED BY 44,355 shares outstanding, respectively)............................  $      8.61   $   15.52   $    12.02
                                                                                  -----------  -----------  ----------
                                                                                  -----------  -----------  ----------
Net assets consist of:
  Paid in capital (Note 4)......................................................  $424,806,101 2$94,116,233 $485,352,425
  Undistributed net investment income/(distribution in excess of income)........           --     303,600   (3,351,006)
  Accumulated net realized gain (loss) on investments...........................  (146,657,834) 67,929,136  (69,137,537)
  Net unrealized appreciation (depreciation) on translation of assets and
   liabilities in foreign currencies............................................    3,909,203    (919,476)   1,745,551
  Net unrealized appreciation of investments....................................       52,008   4,362,918    6,014,362
                                                                                  -----------  -----------  ----------
Total -- representing net assets applicable to capital shares outstanding.......  $282,109,478 3$65,792,411 $420,623,795
                                                                                  -----------  -----------  ----------
                                                                                  -----------  -----------  ----------
<FN>
- ----------------
    * On sales of $50,000 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.
 
                                      F16
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
                            STATEMENTS OF OPERATIONS
 
                          Year ended October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                  GT GLOBAL
                                                                    -------------------------------------
                                                                                    HIGH
                                                                                   INCOME
                                                                    GOVERNMENT      FUND-      STRATEGIC
                                                                      INCOME     CONSOLIDATED   INCOME
                                                                       FUND       (NOTE 1)       FUND
                                                                    -----------  -----------  -----------
<S>                                                                 <C>          <C>          <C>
Investment income:
  Interest income.................................................  $24,435,113  $40,562,334  $36,075,707
  Other income....................................................       51,190           --       26,003
                                                                    -----------  -----------  -----------
    Total investment income.......................................   24,486,303   40,562,334   36,101,710
                                                                    -----------  -----------  -----------
Expenses:
  Investment management and administration fees (Note 2)..........    2,403,043    4,107,638    3,474,804
  Amortization of organization costs (Note 1).....................           --       34,678           --
  Custodian Fees (Note 1).........................................      203,911      182,500      256,523
  Directors' and Trustees' fees and expenses (Note 2).............       14,600       19,345       13,962
  Fund accounting fees (Note 2)...................................       85,149      116,607      123,309
  Printing and postage expenses...................................      131,035       88,337      144,457
  Professional fees...............................................       79,570      119,674       81,841
  Registration and filing fees (Note 1)...........................       52,925       68,590       44,726
  Service and distribution expenses: (Note 2)
    Class A.......................................................      672,237      605,133      560,886
    Class B.......................................................    1,392,802    2,653,190    3,185,408
  Transfer agent fees (Note 2)....................................      734,235      676,490      831,440
  Other expenses (Note 1).........................................      132,382      187,152      264,542
                                                                    -----------  -----------  -----------
    Total expenses before reductions..............................    5,901,889    8,859,334    8,981,898
                                                                    -----------  -----------  -----------
    Expense reductions (Note 1)...................................     (543,589)    (234,784)    (460,682)
                                                                    -----------  -----------  -----------
  Total net expenses..............................................    5,358,300    8,624,550    8,521,216
                                                                    -----------  -----------  -----------
Net investment income.............................................   19,128,003   31,937,784   27,580,494
                                                                    -----------  -----------  -----------
Net realized and unrealized gain (loss) on investments: (Note 1)
  Net realized gain (loss) on investments.........................   (6,424,453)  65,778,885   35,321,536
  Net realized gain on foreign currency transactions..............    6,670,567    3,923,861    4,176,477
                                                                    -----------  -----------  -----------
    Net realized gain during the year.............................      246,114   69,702,746   39,498,013
                                                                    -----------  -----------  -----------
  Net change in unrealized appreciation(depreciation) on
   translation of assets and liabilities in foreign currencies....    5,553,094   (1,099,793)   2,627,595
  Net change in unrealized appreciation of investments............  (11,452,067) (36,470,606) (26,190,807)
                                                                    -----------  -----------  -----------
    Net unrealized depreciation during the year...................   (5,898,973) (37,570,399) (23,563,212)
                                                                    -----------  -----------  -----------
Net realized and unrealized gain (loss) on investments and foreign
 currencies.......................................................   (5,652,859)  32,132,347   15,934,801
                                                                    -----------  -----------  -----------
Net increase in net assets resulting from operations..............  $13,475,144  $64,070,131  $43,515,295
                                                                    -----------  -----------  -----------
                                                                    -----------  -----------  -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F17
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
                      STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<S>                                       <C>          <C>          <C>          <C>          <C>          <C>
- --------------------------------------------------------------------------------
 
<CAPTION>
<S>                                       <C>          <C>          <C>          <C>          <C>          <C>
<CAPTION>
                                                                           GT GLOBAL
                                          ----------------------------------------------------------------------------
                                                                          HIGH INCOME
                                           GOVERNMENT INCOME FUND      FUND-CONSOLIDATED       STRATEGIC INCOME FUND
                                          ------------------------  ------------------------  ------------------------
                                          YEAR ENDED   YEAR ENDED   YEAR ENDED   YEAR ENDED   YEAR ENDED   YEAR ENDED
                                          OCTOBER 31,  OCTOBER 31,  OCTOBER 31,  OCTOBER 31,  OCTOBER 31,  OCTOBER 31,
                                             1997         1996         1997         1996         1997         1996
                                          -----------  -----------  -----------  -----------  -----------  -----------
<S>                                       <C>          <C>          <C>          <C>          <C>          <C>
Increase (decrease) in net assets
Operations:
  Net investment income.................  $19,128,003  $31,802,934  $31,937,784  $37,117,017  $27,580,494  $40,286,756
  Net realized gain (loss) on
   investments and foreign currency
   transactions.........................      246,114   (1,896,895)  69,702,746   62,517,472   39,498,013   36,675,981
  Net change in unrealized appreciation
   (depreciation) on translation of
   assets and liabilities in foreign
   currencies...........................    5,553,094    2,319,205   (1,099,793)     174,082    2,627,595    1,913,734
  Net change in unrealized appreciation
   (depreciation) of investments........  (11,452,067)  (1,121,083) (36,470,606)  31,730,913  (26,190,807)  27,794,834
                                          -----------  -----------  -----------  -----------  -----------  -----------
    Net increase in net assets resulting
     from operations....................   13,475,144   31,104,161   64,070,131  131,539,484   43,515,295  106,671,305
                                          -----------  -----------  -----------  -----------  -----------  -----------
Class A:
Distributions to shareholders: (Note 1)
  From net investment income............   (6,827,721) (15,504,590) (12,555,399) (13,418,057) (10,228,265) (12,520,881)
  From net realized gain on
   investments..........................           --   (8,183,323)  (2,751,509)  (1,230,117)          --           --
  In excess of net investment income....   (4,449,488)          --           --           --     (775,601)  (1,097,884)
Class B:
Distributions to shareholders: (Note 1)
  From net investment income............   (4,503,257)  (9,165,193) (17,789,317) (18,753,394) (18,434,103) (22,200,673)
  From net realized gain on
   investments..........................           --   (5,303,358)  (3,911,565)  (1,719,241)          --           --
  In excess of net investment income....   (2,934,682)          --           --           --   (1,397,843)  (1,946,649)
Advisor Class:
Distributions to shareholders: (Note 1)
  From net investment income............       (4,070)      (7,915)  (1,289,469)    (505,715)     (43,148)     (46,547)
  From net realized gain on
   investments..........................           --       (2,893)    (264,339)     (46,362)          --           --
  In excess of net investment income....       (2,653)          --           --           --       (3,272)      (4,081)
                                          -----------  -----------  -----------  -----------  -----------  -----------
    Total distributions.................  (18,721,871) (38,167,272) (38,561,598) (35,672,886) (30,882,232) (37,816,715)
                                          -----------  -----------  -----------  -----------  -----------  -----------
Capital share transactions: (Note 4)
  Increase from capital shares sold and
   reinvested...........................  667,541,828  386,482,407  561,523,639  583,133,415  335,031,026  335,665,174
  Decrease from capital shares
   repurchased..........................  (787,794,141) (592,826,606) (665,858,246) (592,743,855) (445,823,540) (432,196,117)
                                          -----------  -----------  -----------  -----------  -----------  -----------
    Net decrease from capital share
     transactions.......................  (120,252,313) (206,344,199) (104,334,607)  (9,610,440) (110,792,514) (96,530,943)
                                          -----------  -----------  -----------  -----------  -----------  -----------
Total increase (decrease) in net
 assets.................................  (125,499,040) (213,407,310) (78,826,074)  86,256,158 (98,159,451) (27,676,353)
Net assets:
  Beginning of year.....................  407,608,518  621,015,828  444,618,485  358,362,327  518,783,246  546,459,599
                                          -----------  -----------  -----------  -----------  -----------  -----------
  End of year  *........................  $282,109,478 $407,608,518 $365,792,411 $444,618,485 $420,623,795 $518,783,246
                                          -----------  -----------  -----------  -----------  -----------  -----------
                                          -----------  -----------  -----------  -----------  -----------  -----------
 * Includes undistributed (distributions
   in excess of) net investment income..  $        --  $   364,918  $   303,600  $        --  $(3,351,006) $        --
                                          -----------  -----------  -----------  -----------  -----------  -----------
                                          -----------  -----------  -----------  -----------  -----------  -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F18
<PAGE>
                        GT GLOBAL GOVERNMENT INCOME FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each 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 OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (D)    1996 (D)    1995 (D)    1994 (D)    1993 (D)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $    8.74   $    8.81   $    8.63   $   11.07   $    9.83
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income.................       0.52        0.57        0.62        0.65        0.74
  Net realized and unrealized gain
   (loss) on investments................      (0.13)       0.03        0.15       (1.52)       1.34
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       0.39        0.60        0.77       (0.87)       2.08
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............      (0.31)      (0.57)      (0.59)      (0.65)      (0.74)
  From net realized gain on
   investments..........................         --       (0.10)         --       (0.27)         --
  In excess of net investment income....      (0.20)         --          --          --          --
  In excess of net realized gain on
   investments..........................         --          --          --       (0.55)         --
  Return of capital.....................         --          --          --       (0.10)         --
  From sources other than net investment
   income...............................         --          --          --          --       (0.10)
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (0.51)      (0.67)      (0.59)      (1.57)      (0.84)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $    8.62   $    8.74   $    8.81   $    8.63   $   11.07
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............       4.78%       7.11%       9.22%      (8.87)%      21.9%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 154,272   $ 240,945   $ 385,404   $ 502,094   $ 708,301
Ratio of net investment income to
 average net assets.....................       6.04%       6.52%       6.98%       6.87%        7.1%
Ratio of expenses to average net assets:
  With expense reductions (Note 1)......       1.34%       1.34%       1.35%       1.33%        1.4%
  Without expense reductions............       1.51%       1.39%       1.38%        N/A         N/A
Portfolio turnover rate++...............        241%        268%        385%        625%        495%
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (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 is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F19
<PAGE>
                        GT GLOBAL GOVERNMENT INCOME FUND
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
 
<TABLE>
<CAPTION>
 
                                                                   CLASS B
                                          ----------------------------------------------------------
                                                            YEAR ENDED OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (D)    1996 (D)    1995 (D)    1994 (D)    1993 (D)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $    8.74   $    8.80   $    8.64   $   11.07   $    9.83
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income.................       0.46        0.51        0.55        0.59        0.67
  Net realized and unrealized gain
   (loss) on investments................      (0.12)       0.04        0.14       (1.52)       1.34
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       0.34        0.55        0.69       (0.93)       2.01
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............      (0.28)      (0.51)      (0.53)      (0.59)      (0.67)
  From net realized gain on
   investments..........................         --       (0.10)         --       (0.27)         --
  In excess of net investment income....      (0.18)         --          --          --          --
  In excess of net realized gain on
   investments..........................         --          --          --       (0.54)         --
  Return of capital.....................         --          --          --       (0.10)         --
  From sources other than net investment
   income...............................         --          --          --          --       (0.10)
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (0.46)      (0.61)      (0.53)      (1.50)      (0.77)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $    8.62   $    8.74   $    8.80   $    8.64   $   11.07
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............       4.00%       6.54%       8.22%      (9.39)%      21.1%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 127,722   $ 166,577   $ 235,481   $ 262,405   $ 182,972
Ratio of net investment income to
 average net assets.....................       5.39%       5.87%       6.33%       6.22%        6.5%
Ratio of expenses to average net assets:
  With expense reductions (Note 1)......       1.99%       1.99%       2.00%       1.98%        2.0%
  Without expense reductions............       2.16%       2.04%       2.03%        N/A         N/A
Portfolio turnover rate++...............        241%        268%        385%        625%        495%
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (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 is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F20
<PAGE>
                        GT GLOBAL GOVERNMENT INCOME FUND
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
 
<TABLE>
<CAPTION>
                                                       ADVISOR CLASS+
                                          -----------------------------------------
                                                                      JUNE 1, 1995
                                           YEAR ENDED    YEAR ENDED        TO
                                          OCTOBER 31,   OCTOBER 31,    OCTOBER 31,
                                            1997 (D)      1996 (D)      1995 (D)
                                          ------------  ------------  -------------
<S>                                       <C>           <C>           <C>
Per Share Operating Performance:
Net asset value, beginning of period....   $    8.73     $    8.80      $    8.98
                                          ------------  ------------  -------------
Income from investment operations:
  Net investment income.................        0.55          0.60           0.26
  Net realized and unrealized gain
   (loss) on investments................       (0.13)         0.03          (0.19)
                                          ------------  ------------  -------------
    Net increase (decrease) from
     investment operations..............        0.42          0.63           0.07
                                          ------------  ------------  -------------
Distributions to shareholders:
  From net investment income............       (0.33)        (0.60)         (0.25)
  From net realized gain on
   investments..........................          --         (0.10)            --
  In excess of net investment income....       (0.21)           --             --
  In excess of net realized gain on
   investments..........................          --            --             --
  Return of capital.....................          --            --             --
  From sources other than net investment
   income...............................          --            --             --
                                          ------------  ------------  -------------
    Total distributions.................       (0.54)        (0.70)         (0.25)
                                          ------------  ------------  -------------
Net asset value, end of period..........   $    8.61     $    8.73      $    8.80
                                          ------------  ------------  -------------
                                          ------------  ------------  -------------
 
Total investment return (c).............        5.15 %        7.49 %         0.83%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....   $     116     $      86      $     131
Ratio of net investment income to
 average net assets.....................        6.39 %        6.87 %         7.33%(a)
Ratio of expenses to average net assets:
  With expense reductions (Note 1)......        0.99 %        0.99 %         1.00%(a)
  Without expense reductions............        1.16 %        1.04 %         1.03%(a)
Portfolio turnover rate++...............         241 %         268 %          385%
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (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 is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F21
<PAGE>
                           GT GLOBAL HIGH INCOME FUND
 
                              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 OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (D)    1996 (D)      1995      1994 (D)    1993 (D)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   14.85   $   11.70   $   12.56   $   14.92   $   11.43
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income.................       1.19        1.27        1.35        0.94        0.78
  Net realized and unrealized gain
   (loss) on investments................       0.93        3.09       (1.09)      (1.87)       3.92
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       2.12        4.36        0.26       (0.93)       4.70
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............      (1.18)      (1.11)      (1.03)      (0.94)      (0.78)
  From net realized gain on
   investments..........................      (0.23)      (0.10)      (0.03)      (0.27)         --
  In excess of net realized gain on
   investments..........................         --          --          --       (0.22)         --
  Return of capital.....................         --          --       (0.06)         --          --
  From sources other than net investment
   income...............................         --          --          --          --       (0.43)
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (1.41)      (1.21)      (1.12)      (1.43)      (1.21)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $   15.56   $   14.85   $   11.70   $   12.56   $   14.92
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............      14.46%      39.05%       2.81%      (6.45)%      43.6%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 133,973   $ 178,318   $ 142,002   $ 167,974   $ 143,171
Ratio of net investment income to
 average net assets.....................       7.39%       9.52%      11.85%       7.00%       6.40%
Ratio of expenses to average net assets:
  With expense reductions (Note 1)......       1.53%       1.69%       1.75%       1.57%       2.20%
  Without expense reductions............       1.58%       1.69%       1.75%       1.57%       2.20%
Ratio of interest expense to average net
 assets.................................        N/A        0.04%        N/A        0.22%        N/A
Portfolio turnover rate++...............        214%        290%        213%        178%        195%
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share operating data were calculated based upon
     average shares outstanding during the year.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover is calculated on the basis of the fund as a whole
     without distinguishing among the classes of shares issued.
N/A  Not Applicable
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F22
<PAGE>
                           GT GLOBAL HIGH INCOME FUND
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
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 B
                                          ----------------------------------------------------------
                                                            YEAR ENDED OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (D)    1996 (D)      1995      1994 (D)    1993 (D)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   14.83   $   11.69   $   12.56   $   14.90   $   11.43
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income.................       1.09        1.17        1.27        0.86        0.70
  Net realized and unrealized gain
   (loss) on investments................       0.93        3.09       (1.09)      (1.85)       3.90
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       2.02        4.26        0.18       (0.99)       4.60
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............      (1.08)      (1.03)      (0.96)      (0.86)      (0.70)
  From net realized gain on
   investments..........................      (0.23)      (0.09)      (0.03)      (0.27)         --
  In excess of net realized gain on
   investments..........................         --          --          --       (0.22)         --
  Return of capital.....................         --          --       (0.06)         --          --
  From sources other than net investment
   income...............................         --          --          --          --       (0.43)
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (1.31)      (1.12)      (1.05)      (1.35)      (1.13)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $   15.54   $   14.83   $   11.69   $   12.56   $   14.90
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............      13.77%      38.16%       2.07%      (6.99)%      42.6%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 228,101   $ 251,002   $ 214,897   $ 232,423   $ 127,035
Ratio of net investment income to
 average net assets.....................       6.74%       8.87%      11.20%       6.35%        5.8%
Ratio of expenses to average net assets:
  With expense reductions (Note 1)......       2.18%       2.34%       2.40%       2.22%        2.8%
  Without expense reductions............       2.23%       2.34%       2.40%       2.22%        2.8%
Ratio of interest expense to average net
 assets.................................        N/A        0.04%        N/A        0.22%        N/A
Portfolio turnover rate++...............        214%        290%        213%        178%        195%
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share operating data were calculated based upon
     average shares outstanding during the year.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover is calculated on the basis of the fund as a whole
     without distinguishing among the classes of shares issued.
N/A  Not Applicable
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F23
<PAGE>
                           GT GLOBAL HIGH INCOME FUND
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
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>
 
                                                      ADVISOR CLASS+
                                          --------------------------------------
                                                                    JUNE 1, 1995
                                          YEAR ENDED   YEAR ENDED        TO
                                          OCTOBER 31,  OCTOBER 31,  OCTOBER 31,
                                           1997 (D)     1996 (D)        1995
                                          -----------  -----------  ------------
<S>                                       <C>          <C>          <C>
Per Share Operating Performance:
Net asset value, beginning of period....   $   14.83    $   11.71    $   11.44
                                          -----------  -----------  ------------
Income from investment operations:
  Net investment income.................        1.22         1.34         0.57
  Net realized and unrealized gain
   (loss) on investments................        0.93         3.05         0.17
                                          -----------  -----------  ------------
    Net increase (decrease) from
     investment operations..............        2.15         4.39         0.74
                                          -----------  -----------  ------------
Distributions to shareholders:
  From net investment income............       (1.23)       (1.16)       (0.44)
  From net realized gain on
   investments..........................       (0.23)       (0.11)          --
  In excess of net realized gain on
   investments..........................          --           --           --
  Return of capital.....................          --           --        (0.03)
  From sources other than net investment
   income...............................          --           --           --
                                          -----------  -----------  ------------
    Total distributions.................       (1.46)       (1.27)       (0.47)
                                          -----------  -----------  ------------
Net asset value, end of period..........   $   15.52    $   14.83    $   11.71
                                          -----------  -----------  ------------
                                          -----------  -----------  ------------
 
Total investment return (c).............       14.72%       39.38%        6.54 %(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....   $   3,719    $  15,298    $   1,463
Ratio of net investment income to
 average net assets.....................        7.74%        9.87%       12.20 %(a)
Ratio of expenses to average net assets:
  With expense reductions (Note 1)......        1.18%        1.34%        1.40 %(a)
  Without expense reductions............        1.23%        1.34%        1.40 %
Ratio of interest expense to average net
 assets.................................         N/A         0.04%         N/A
Portfolio turnover rate++...............         214%         290%         213 %(a)
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share operating data were calculated based upon
     average shares outstanding during the year.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover is calculated on the basis of the fund as a whole
     without distinguishing among the classes of shares issued.
N/A  Not Applicable
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F24
<PAGE>
                        GT GLOBAL STRATEGIC INCOME FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each 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 OCTOBER 31,
                                          ----------------------------------------------------------
                                             1997      1996 (D)    1995 (D)      1994      1993 (D)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   11.76   $   10.32   $   10.88   $   13.61   $   11.25
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income.................       0.74        0.89        0.97        0.79        0.96
  Net realized and unrealized gain
   (loss) on investments................       0.34        1.44       (0.69)      (2.14)       2.85
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       1.08        2.33        0.28       (1.35)       3.81
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............      (0.78)      (0.82)      (0.80)      (0.79)      (0.96)
  From net realized gain on
   investments..........................         --          --          --       (0.38)      (0.37)
  In excess of net investment income....      (0.06)      (0.07)         --          --          --
  Return of capital.....................         --          --       (0.04)      (0.21)         --
  From sources other than net investment
   income...............................         --          --          --          --       (0.12)
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (0.84)      (0.89)      (0.84)      (1.38)      (1.45)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $   12.00   $   11.76   $   10.32   $   10.88   $   13.61
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............       9.40%      23.00%       3.06%     (10.44)%      37.0%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 138,715   $ 185,126   $ 188,165   $ 275,241   $ 287,870
Ratio of net investment income to
 average net assets.....................       6.18%       8.09%       9.64%       6.74%        7.2%
Ratio of expenses to average net assets:
  With expense reductions (Note 1)......       1.35%       1.38%       1.42%       1.40%        1.7%
  Without expense reductions............       1.44%       1.40%       1.45%        N/A         N/A
Ratio of interest expenses to average
 net assets.............................        N/A         N/A         N/A        0.10%        N/A
Portfolio turnover rate++...............        149%        177%        238%        583%        310%
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not Annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares issued.
N/A  Not Applicable
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F25
<PAGE>
                        GT GLOBAL STRATEGIC INCOME FUND
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
 
<TABLE>
<CAPTION>
 
                                                                   CLASS B
                                          ----------------------------------------------------------
                                                            YEAR ENDED OCTOBER 31,
                                          ----------------------------------------------------------
                                             1997      1996 (D)    1995 (D)      1994      1993 (D)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   11.77   $   10.33   $   10.88   $   13.60   $   11.24
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income.................       0.67        0.82        0.91        0.73        0.89
  Net realized and unrealized gain
   (loss) on investments................       0.33        1.44       (0.69)      (2.14)       2.85
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       1.00        2.26        0.22       (1.41)       3.74
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............      (0.71)      (0.75)      (0.73)      (0.72)      (0.89)
  From net realized gain on
   investments..........................         --          --          --       (0.38)      (0.37)
  In excess of net investment income....      (0.05)      (0.07)         --          --          --
  Return of capital.....................         --          --       (0.04)      (0.21)         --
  From sources other than net investment
   income...............................         --          --          --          --       (0.12)
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (0.76)      (0.82)      (0.77)      (1.31)      (1.38)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $   12.01   $   11.77   $   10.33   $   10.88   $   13.60
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............       8.70%      22.15%       2.48%     (11.02)%      36.2%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 281,376   $ 333,178   $ 357,852   $ 458,550   $ 310,431
Ratio of net investment income to
 average net assets.....................       5.53%       7.44%       8.99%       6.09%        6.5%
Ratio of expenses to average net assets:
  With expense reductions (Note 1)......       2.00%       2.03%       2.07%       2.05%        2.4%
  Without expense reductions............       2.09%       2.05%       2.10%        N/A         N/A
Ratio of interest expenses to average
 net assets.............................        N/A         N/A         N/A        0.10%        N/A
Portfolio turnover rate++...............        149%        177%        238%        583%        310%
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not Annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares issued.
N/A  Not Applicable
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F26
<PAGE>
                        GT GLOBAL STRATEGIC INCOME FUND
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
 
<TABLE>
<CAPTION>
                                                       ADVISOR CLASS+
                                          -----------------------------------------
                                                                      JUNE 1, 1995
                                           YEAR ENDED    YEAR ENDED        TO
                                          OCTOBER 31,   OCTOBER 31,    OCTOBER 31,
                                              1997        1996 (D)      1995 (D)
                                          ------------  ------------  -------------
<S>                                       <C>           <C>           <C>
Per Share Operating Performance:
Net asset value, beginning of period....   $   11.77     $   10.33      $   10.32
                                          ------------  ------------  -------------
Income from investment operations:
  Net investment income.................        0.79          0.93           0.41
  Net realized and unrealized gain
   (loss) on investments................        0.34          1.44          (0.04)
                                          ------------  ------------  -------------
    Net increase (decrease) from
     investment operations..............        1.13          2.37           0.37
                                          ------------  ------------  -------------
Distributions to shareholders:
  From net investment income............       (0.82)        (0.86)         (0.34)
  From net realized gain on
   investments..........................          --            --             --
  In excess of net investment income....       (0.06)        (0.07)            --
  Return of capital.....................          --            --          (0.02)
  From sources other than net investment
   income...............................          --            --             --
                                          ------------  ------------  -------------
    Total distributions.................       (0.88)        (0.93)         (0.36)
                                          ------------  ------------  -------------
Net asset value, end of period..........   $   12.02     $   11.77      $   10.33
                                          ------------  ------------  -------------
                                          ------------  ------------  -------------
 
Total investment return (c).............        9.86 %       23.39 %         3.72%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....   $     533     $     479      $     443
Ratio of net investment income to
 average net assets.....................        6.53 %        8.44 %         9.99%(a)
Ratio of expenses to average net assets:
  With expense reductions (Note 1)......        1.00 %        1.03 %         1.07%(a)
  Without expense reductions............        1.09 %        1.05 %         1.10%(a)
Ratio of interest expenses to average
 net assets.............................         N/A           N/A            N/A
Portfolio turnover rate++...............         149 %         177 %          238%
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not Annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares issued.
N/A  Not Applicable
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F27
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
                                    NOTES TO
                              FINANCIAL STATEMENTS
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
1. SIGNIFICANT ACCOUNTING POLICIES
GT Global Government Income Fund, GT Global High Income Fund, GT Global
Strategic Income Fund ("Funds") are non-diversified separate series of G.T.
Investment Funds, Inc. ("Company"). Collectively, these Funds are known as the
"GT Global Income Funds". The Company is organized as a Maryland corporation and
is registered under the Investment Company Act of 1940, as amended ("1940 Act"),
as an open-end management investment company. The Company has thirteen series of
shares in operation, each series corresponding to a distinct portfolio of
investments.
 
The GT Global High Income Fund invests substantially all of its investable
assets in Global High Income Portfolio ("Portfolio"). The Portfolio is organized
as a New York Trust and is registered under the 1940 Act as a non-diversified,
open-end management investment company.
 
The Portfolio has investment objectives, policies and limitations substantially
identical to those of its corresponding Fund. Therefore, the financial
statements of the Fund and its respective Portfolio have been presented on a
consolidated basis, and represent all activities of both the Fund and Portfolio.
Through October 31, 1997, all of the shares of beneficial interest of the
Portfolio were owned by either its Fund or Chancellor LGT Asset Management, Inc.
(the "Manager"), which has a nominal ($100) investment in the Portfolio.
 
The Funds offer Class A, Class B, and Advisor Class shares, each of which has
equal rights as to assets and voting privileges except that 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 Funds 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
Funds. Each class of shares differs in its respective service and 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 Funds in the preparation of the
financial statements.
 
(A) PORTFOLIO VALUATION
 
The Funds calculate the net asset value of and complete 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 on 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 the Manager to be the
primary market.
 
Fixed income investments are valued at the mean of representative quoted bid and
ask 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 are valued at
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
Company's Board of Directors or 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 Company's Board of Directors or
the Trust's Board of Trustees.
 
(B) FOREIGN CURRENCY TRANSLATION
The accounting records of each Fund and Portfolio are maintained in U.S.
dollars. The market values of foreign securities, currency holdings, and other
assets and liabilities are recorded in the books and records of the Funds or
Portfolio (the phrase "Funds or Portfolio" hereinafter refers to the GT Global
Government Income Fund, the GT Global Strategic Income Fund, and the Global High
Income Portfolio) 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.
 
A Fund or Portfolio does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss from
investments.
 
                                      F28
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
Reported net realized foreign exchange gains or 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 difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on a
Fund's or Portfolio'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 a Fund or Portfolio, it is
the Fund's or Portfolio's policy to always receive, as collateral, United States
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 or Portfolio 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 a Fund or Portfolio as an unrealized gain or loss.
When the Forward Contract is closed, the Fund or Portfolio 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. Forward Contracts involve market risk
in excess of the amount shown in the Fund's or Portfolio's "Statement of Assets
and Liabilities". A Fund or Portfolio could be exposed to risk if a counterparty
is unable to meet the terms of the contract or if the value of the currency
changes unfavorably. A Fund or Portfolio 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 a Fund or Portfolio writes a call or put option, an amount equal to the
premium received is included in the Fund's or Portfolio's "Statement of Assets
and Liabilities" as an asset and an equivalent liability. The amount of the
liability is subsequently marked-to-market to reflect the current market value
of the option. The current market value of an option listed on a traded exchange
is valued at its last bid price, or, in the case of an 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 or Portfolio 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 or Portfolio can write options only on a covered basis,
which, for a call, requires that the Fund or Portfolio hold the underlying
security and, for a put, requires the Fund or Portfolio 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 or Portfolio 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 or Portfolio for the purchase of a call or put
option is included in the Fund's or Portfolio'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 or Portfolio has
purchased expires on the stipulated expiration date, the Fund or Portfolio
realizes a loss in the amount of the cost of the option. If the Fund or
Portfolio enters into a closing sale transaction, the Fund or Portfolio 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 or Portfolio
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 or Portfolio
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 or Portfolio 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 or Portfolio 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 or Portfolio 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 a
Fund or Portfolio 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 or Portfolio
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 or Portfolio as unrealized gains
or losses. When the contract is closed, the Fund or Portfolio 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 or Portfolio is that the change in value of the underlying
securities may not correlate to the change in value of the contracts. A Fund or
 
                                      F29
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
Portfolio 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. A Fund or Portfolio may
trade securities on other than normal settlement terms. This may increase the
risk if the other party to the transaction fails to deliver and causes the Fund
or Portfolio to subsequently invest at less advantageous prices.
 
(H) PORTFOLIO SECURITIES LOANED
At October 31, 1997, stocks with an aggregate value listed below were on loan to
brokers. The loans were secured by cash collateral received by the Funds:
 
<TABLE>
<CAPTION>
                                                                               YEAR ENDED
                                                  OCTOBER 31, 1997            OCTOBER 31,
                                          --------------------------------        1997
                                          AGGREGATE VALUE        CASH        --------------
                                              ON LOAN         COLLATERAL     FEES RECEIVED
                                          ---------------   --------------   --------------
<S>                                       <C>               <C>              <C>
GT Global Government Income Fund........   $ 29,895,986      $  31,386,675      $543,589
Global High Income Portfolio............   $ 25,907,465      $  32,857,776      $234,784
GT Global Strategic Income Fund.........   $ 37,623,556      $  43,190,488      $460,682
</TABLE>
 
For international securities, cash collateral is received by a Fund or Portfolio
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 a Fund or Portfolio against loaned securities in the
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.
Fees received from securities loaned were used to reduce the Funds' or
Portfolios' custodian and other administrative expenses.
 
(I) TAXES
It is the intended policy of the Funds and Portfolios 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 Funds and
Portfolios to make distributions sufficient to avoid imposition of any excise
tax under Section 4982 of the Code. Therefore, no provision has been made for
Federal taxes on income, capital gains, or unrealized appreciation of securities
held, and excise tax on income and capital gains. The GT Global Government
Income Fund has a capital loss carryforward of $139,369,056 of which
$123,623,470 expires in 2002, and $15,745,586 expires in 2003. The GT Global
Strategic Income Fund has a capital loss carryforward of $65,749,433 which
expires in 2003.
 
(J) DISTRIBUTIONS TO SHAREHOLDERS
Distributions to shareholders are recorded by each 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 Funds or Portfolio and timing
differences.
 
(K) DEFERRED ORGANIZATIONAL EXPENSES
Expenses incurred by the GT Global High Income Fund and the Portfolio in
connection with their organization, their initial registration with the
Securities and Exchange Commission and with various states and the initial
public offering of its shares aggregated $149,100 and $25,000, respectively.
These expenses were amortized on a straightline basis over a five-year period.
 
(L) 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 or Portfolio's investment in emerging
market countries may involve greater risks than investments in more developed
markets and the price 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.
 
(M) INDEXED SECURITIES
A Fund or Portfolio 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) RESTRICTED SECURITIES
A Fund or Portfolio 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. At the end of the period,
restricted securities (excluding 144A issues) are shown at the end of the Fund's
or Portfolio's Portfolio of Investments.
 
                                      F30
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
(O) LINE OF CREDIT
Each of the Funds, along with certain other funds ("GT Funds") advised or
administered by the Manager, has a line of credit with BankBoston. GT Global
Income Funds, along with certain other funds ("GT Funds") advised or
administered by the Manager, has a line of credit with State Street Bank & Trust
Company. The arrangements with the banks allow all specified funds and the GT
Funds to borrow an aggregate maximum amount of $200,000,000. Each Fund is
limited to borrowing up to 33 1/3% of the value of each Fund's total assets. On
October 31, 1997, GT Global Government Income Fund had $4,451,000 in loans
outstanding.
 
For the year ended October 31, 1997, the weighted average outstanding daily
balance of bank loans (based on the number of days the loans were outstanding)
for GT Global Government Income Fund, GT Global High Income Fund, and GT Global
Strategic Income Fund was $7,107,892, $11,820,513 and $10,277,220 respectively,
with a weighted average interest rate of 6.33%, 6.47% and 6.38%, respectively.
Interest expense for the GT Global Government Income Fund, GT Global High Income
Fund and GT Global Strategic Income Fund for the year ended October 31, 1997 was
$103,696, $165,711 and $230,880, respectively, included in "Other Expenses" on
the Statement of Operations.
 
(P) SECURITIES PURCHASED ON A WHEN-ISSUED OR FORWARD COMMITMENT BASIS
A Fund or Portfolio may trade securities on a when-issued or forward commitment
basis, with payment and delivery scheduled for a future date. These transactions
are subject to market fluctuations and are subject to the risk that the value at
delivery may be more or less than the trade date purchase price. Although the
Fund or Portfolio will generally purchase these securities with the intention of
acquiring such securities, they may sell such securities before the settlement
date. These securities are identified on the accompanying Portfolio of
Investments. The Fund or Portfolio has set aside sufficient cash or liquid
securities as collateral for these purchase commitments.
 
2. RELATED PARTIES
Chancellor LGT Asset Management, Inc. is the Funds' and Portfolio's investment
manager and administrator. The GT Global Government Income Fund and GT Global
Strategic Income Fund each pays the Manager investment management and
administration fees at the annualized rate of 0.725% on the first $500 million
of the average daily net assets of the Fund; 0.70% on the next $1 billion;
0.675% on the next $1 billion; and 0.65% on amounts thereafter. The GT Global
High Income Fund pays administration fees to the Manager at the annualized rate
of 0.25% of its average daily net assets. These fees are computed daily and paid
monthly.
 
The Global High Income Portfolio pays investment management and administration
fees to the Manager at the annualized rate of 0.475% on the first $500 million
of average daily net assets of the Portfolio; 0.45% on the next $1 billion;
0.425% on the next $1 billion; and 0.40% on amounts thereafter, plus 2% of the
Portfolio's total investment income calculated in accordance with generally
accepted accounting principles, adjusted daily for currency revaluations, on a
mark to market basis, of the Portfolio's assets; provided, however, that during
any fiscal year this amount shall not exceed 2% of the Portfolio's total
investment income calculated in accordance with generally accepted accounting
principles. These fees are computed daily and paid monthly.
 
GT Global, Inc. ("GT Global"), an affiliate of the Manager, serves as the Funds'
distributor. The Funds offer Class A, Class B, and Advisor Class shares for
purchase.
 
Class A shares are subject to initial sales charges imposed at the time of
purchase, in accordance with the schedule included in the Funds' current
prospectus. GT Global 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 October 31, 1997, GT Global retained the
following sales charges: $10,240 for the GT Global Government Income Fund,
$65,982 for the Global High Income Fund, and $29,451 for the GT Global Strategic
Income Fund. Purchases of Class A shares exceeding $500,000 may be subject to a
contingent deferred sales charge ("CDSC") upon redemption, in accordance with
the Funds' current prospectus. GT Global collected CDSCs for the year ended
October 31, 1997, as follows: $5,273 for the GT Global Government Income Fund,
$18,156 for the Global High Income Fund, and $0 for the GT Global Strategic
Income Fund. GT Global 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, GT Global 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 Funds' current
prospectus. For the year ended October 31, 1997, GT Global collected CDSCs in
the amount of: $1,118,343 for the GT Global Government Income Fund, $1,598,989
for the Global High Income Fund, and $1,750,253 for the GT Global Strategic
Income Fund. In addition, GT Global makes ongoing shareholder servicing and
trail commission payments to dealers whose clients hold Class B shares.
 
Pursuant to Rule 12b-1 under the 1940 Act, the Company's Board of Directors has
adopted separate distribution plans with respect to the Funds' Class A shares
("Class A Plan") and Class B shares ("Class B Plan"), pursuant to which a Fund
reimburses GT Global for a portion of its shareholder servicing and
distributions expenses. Under the Class A Plan, a Fund may 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 may 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 GT Global's expenditures incurred in providing
services as distributor. All expenses for which GT Global is reimbursed under
the Class A Plan will have been incurred within one year of such reimbursement.
 
                                      F31
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
Pursuant to the Fund's Class B Plan, a Fund may 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 GT Global's expenditures incurred in servicing and
maintaining shareholder accounts, and may 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 may be carried forward for reimbursement in subsequent years as long as
that Plan continues in effect.
 
The Manager and GT Global voluntarily have undertaken to limit each GT Global
Government Income Fund's and GT Global Strategic Income Fund's expenses
(exclusive of brokerage commissions, taxes, interest, and extraordinary expense)
to the maximum annual rate of 1.85%, 2.50%, and 1.50% of the average daily net
assets of the Fund's Class A, Class B, and Advisor Class shares, respectively.
Similarly, they voluntarily have undertaken to limit GT Global High Income
Fund's expenses to the maximum annual rate of 2.20%, 2.85%, and 1.85% 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 GT
Global of payments under the Class A Plan and/or Class B Plan and/or
reimbursements by the Manager or GT Global of portions of the Fund's other
operating expenses.
 
Effective November 1, 1997, the Manager and GT Global have undertaken to limit
each Fund's expenses (exclusive of brokerage commissions, taxes, interest, and
extraordinary expenses) to the annual rate of 1.75%, 2.40%, and 1.40% of the
average daily net assets of the Fund's Class A, Class B and Advisor Class
shares, respectively. This undertaking may be changed or eliminated in the
future.
 
GT Global Investor Services, Inc. ("GT Services"), an affiliate of the Manager
and LGT and GT Global, is the transfer agent of the Funds. For performing
shareholder servicing, reporting, and general transfer agent services, GT
Services receives 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 per exchange fee of $2.25. GT Services also is
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 Funds and Portfolio. The
monthly fee for these services to the Manager is a percentage, not to exceed
0.03% annually, of a Fund or Portfolio's average daily net assets. The annual
fee rate is derived by applying 0.03% to the first $5 billion of assets of all
registered mutual funds advised by the Manager and 0.02% to the assets in excess
of $5 billion and allocating the result according to each Fund's average daily
net assets.
 
The Company pays each of its Directors who is not an employee, officer or
director of the Manager or any other affiliated company, $5,000 per year plus
$300 for each meeting of the board or any committee thereof attended by the
Director. Each Portfolio pays each of its Trustees who is not an employee,
officer, or director of the Manager, GT Global or GT Services $500 per year plus
$150 for each meeting of the board or any committee thereof attended by the
Trustees.
 
3. PURCHASES AND SALES OF SECURITIES
The following summarizes purchases and sales of investment securities, other
than short-term investments, by each Fund or Portfolio for the year ended
October 31, 1997:
 
                        PURCHASE AND SALES OF SECURITIES
 
<TABLE>
<CAPTION>
                                                                                            PURCHASES
                                                                                  ------------------------------
                                                                                  U.S. GOVERNMENT
                                                                                  AND GOVERNMENT
                                                                                     AGENCIES       OTHER ISSUES
                                                                                  ---------------   ------------
<S>                                                                               <C>               <C>
GT Global Government Income Fund................................................   $133,075,601     $576,675,060
Global High Income Portfolio....................................................   $ 27,699,458     $829,268,070
GT Global Strategic Income Fund.................................................   $ 67,247,574     $607,924,472
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                              SALES
                                                                                  ------------------------------
                                                                                  U.S. GOVERNMENT
                                                                                  AND GOVERNMENT
                                                                                     AGENCIES       OTHER ISSUES
                                                                                  ---------------   ------------
<S>                                                                               <C>               <C>
GT Global Government Income Fund................................................   $118,888,065     $702,800,147
Global High Income Portfolio....................................................   $ 11,689,150     $933,111,597
GT Global Strategic Income Fund.................................................   $ 47,239,453     $728,047,126
</TABLE>
 
                                      F32
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
4. CAPITAL SHARES
At October 31, 1997, there were 6,000,000,000 shares of the Company's common
stock authorized, at $0.0001 par value. Of this amount, 400,000,000 were
classified as shares of the GT Global Telecommunications Fund; 400,000,000 were
classified as shares of GT Global Government Income Fund; 200,000,000 were
classified as shares of GT Global Developing Markets Fund; 200,000,000 were
classified as shares of GT Global Health Care Fund; 200,000,000 were classified
as shares of GT Global Strategic Income Fund; 200,000,000 were classified as
shares of GT Global Currency Fund (inactive); 200,000,000 were classified as
shares of GT Global Growth & Income Fund; 200,000,000 were classified as shares
of GT Global Small Companies Fund (inactive); 200,000,000 were classified as
shares of GT Global Latin America Growth Fund; 200,000,000 were classified as
shares of GT Global Emerging Markets Fund; 200,000,000 were classified as shares
of GT Global High Income Fund; 200,000,000 were classified as shares of GT
Global Financial Services Fund; 200,000,000 were classified as shares of GT
Global Natural Resources Fund; 200,000,000 were classified as shares of GT
Global Infrastructure Fund; 200,000,000 were classified as shares of GT Global
Consumer Products and Services Fund. The shares of each of the foregoing series
of the Company were divided equally into two classes, designated Class A and
Class B common stock. With respect to the issuance of Advisor Class shares,
100,000,000 shares were classified as shares of each of the fifteen series of
the Company and designated as Advisor Class common stock. 1,100,000,000 shares
remain unclassified. Transactions in capital shares of the Fund were as follows:
 
                           CAPITAL SHARE TRANSACTIONS
GT GLOBAL GOVERNMENT INCOME FUND
<TABLE>
<CAPTION>
                                                      YEAR ENDED                           YEAR ENDED
                                                   OCTOBER 31, 1997                     OCTOBER 31, 1996
                                          -----------------------------------  -----------------------------------
CLASS A                                       SHARES             AMOUNT            SHARES             AMOUNT
- ----------------------------------------  ---------------  ------------------  ---------------  ------------------
<S>                                       <C>              <C>                 <C>              <C>
Shares sold.............................       48,767,558  $      419,503,866       19,126,586  $      164,293,090
Shares issued in connection with
  reinvestment of distributions.........          741,916           6,372,599        1,643,833          14,228,931
                                          ---------------  ------------------  ---------------  ------------------
                                               49,509,474         425,876,465       20,770,419         178,522,021
Shares repurchased......................      (59,180,268)       (509,133,563)     (36,969,597)       (318,856,283)
                                          ---------------  ------------------  ---------------  ------------------
Net decrease............................       (9,670,794) $      (83,257,098)     (16,199,178) $     (140,334,262)
                                          ---------------  ------------------  ---------------  ------------------
                                          ---------------  ------------------  ---------------  ------------------
 
<CAPTION>
 
CLASS B
- ----------------------------------------
<S>                                       <C>              <C>                 <C>              <C>
Shares sold.............................       27,713,479  $      237,734,254       23,047,364  $      198,774,141
Shares issued in connection with
  reinvestment of distributions.........          452,575           3,886,536          956,866           8,282,950
                                          ---------------  ------------------  ---------------  ------------------
                                               28,166,054         241,620,790       24,004,230         207,057,091
Shares repurchased......................      (32,406,087)       (278,645,805)     (31,688,935)       (273,022,079)
                                          ---------------  ------------------  ---------------  ------------------
Net decrease............................       (4,240,033) $      (37,025,015)      (7,684,705) $      (65,964,988)
                                          ---------------  ------------------  ---------------  ------------------
                                          ---------------  ------------------  ---------------  ------------------
<CAPTION>
 
ADVISOR CLASS
- ----------------------------------------
<S>                                       <C>              <C>                 <C>              <C>
Shares sold.............................            4,551  $           38,769          105,543             892,487
Shares issued in connection with
  reinvestment of distributions.........              680               5,804            1,345              10,808
                                          ---------------  ------------------  ---------------  ------------------
                                                    5,231              44,573          106,888             903,295
Shares repurchased......................           (1,717)            (14,773)        (111,905)           (948,244)
                                          ---------------  ------------------  ---------------  ------------------
Net increase (decrease).................            3,514  $           29,800           (5,017) $          (44,949)
                                          ---------------  ------------------  ---------------  ------------------
                                          ---------------  ------------------  ---------------  ------------------
</TABLE>
 
                                      F33
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
GT GLOBAL HIGH INCOME FUND
<TABLE>
<CAPTION>
                                                      YEAR ENDED                           YEAR ENDED
                                                   OCTOBER 31, 1997                     OCTOBER 31, 1996
                                          -----------------------------------  -----------------------------------
CLASS A                                       SHARES             AMOUNT            SHARES             AMOUNT
- ----------------------------------------  ---------------  ------------------  ---------------  ------------------
<S>                                       <C>              <C>                 <C>              <C>
Shares sold.............................       17,142,418  $      272,139,950       25,694,335  $      346,426,450
Shares issued in connection with
  reinvestment of distributions.........          574,707           9,164,383          607,445           8,023,249
                                          ---------------  ------------------  ---------------  ------------------
                                               17,717,125         281,304,333       26,301,780         354,449,699
Shares repurchased......................      (21,118,898)       (335,756,037)     (26,422,858)       (355,715,247)
                                          ---------------  ------------------  ---------------  ------------------
Net decrease............................       (3,401,773) $      (54,451,704)        (121,078) $       (1,265,548)
                                          ---------------  ------------------  ---------------  ------------------
                                          ---------------  ------------------  ---------------  ------------------
 
<CAPTION>
 
CLASS B
- ----------------------------------------
<S>                                       <C>              <C>                 <C>              <C>
Shares sold.............................       13,848,218  $      221,702,040       14,568,804  $      194,636,619
Shares issued in connection with
  reinvestment of distributions.........          721,148          11,494,889          765,798          10,086,445
                                          ---------------  ------------------  ---------------  ------------------
                                               14,569,366         233,196,929       15,334,602         204,723,064
Shares repurchased......................      (16,813,796)       (270,094,630)     (16,793,522)       (225,719,415)
                                          ---------------  ------------------  ---------------  ------------------
Net decrease............................       (2,244,430) $      (36,897,701)      (1,458,920) $      (20,996,351)
                                          ---------------  ------------------  ---------------  ------------------
                                          ---------------  ------------------  ---------------  ------------------
<CAPTION>
 
ADVISOR CLASS
- ----------------------------------------
<S>                                       <C>              <C>                 <C>              <C>
Shares sold.............................        2,868,282  $       45,874,009        1,706,101  $       23,413,749
Shares issued in connection with
  reinvestment of distributions.........           72,440           1,148,368           40,101             546,903
                                          ---------------  ------------------  ---------------  ------------------
                                                2,940,722          47,022,377        1,746,202          23,960,652
Shares repurchased......................       (3,732,584)        (60,007,579)        (839,670)        (11,309,193)
                                          ---------------  ------------------  ---------------  ------------------
Net increase (decrease).................         (791,862) $      (12,985,202)         906,532  $       12,651,459
                                          ---------------  ------------------  ---------------  ------------------
                                          ---------------  ------------------  ---------------  ------------------
</TABLE>
 
GT GLOBAL STRATEGIC INCOME FUND
<TABLE>
<CAPTION>
                                                      YEAR ENDED                           YEAR ENDED
                                                   OCTOBER 31, 1997                     OCTOBER 31, 1996
                                          -----------------------------------  -----------------------------------
CLASS A                                       SHARES             AMOUNT            SHARES             AMOUNT
- ----------------------------------------  ---------------  ------------------  ---------------  ------------------
<S>                                       <C>              <C>                 <C>              <C>
Shares sold.............................       13,750,221  $      167,009,888       15,025,486  $      168,473,834
Shares issued in connection with
  reinvestment of distributions.........          615,860           7,488,021          829,046           9,085,802
                                          ---------------  ------------------  ---------------  ------------------
                                               14,366,081         174,497,909       15,854,532         177,559,636
Shares repurchased......................      (18,557,237)       (225,311,673)     (18,331,797)       (204,237,090)
                                          ---------------  ------------------  ---------------  ------------------
Net decrease............................       (4,191,156) $      (50,813,764)      (2,477,265) $      (26,677,454)
                                          ---------------  ------------------  ---------------  ------------------
                                          ---------------  ------------------  ---------------  ------------------
 
<CAPTION>
 
CLASS B
- ----------------------------------------
<S>                                       <C>              <C>                 <C>              <C>
Shares sold.............................       11,499,580  $      140,731,511       12,778,909  $      141,835,937
Shares issued in connection with
  reinvestment of distributions.........          896,610          10,918,610        1,206,362          13,216,165
                                          ---------------  ------------------  ---------------  ------------------
                                               12,396,190         151,650,121       13,985,271         155,052,102
Shares repurchased......................      (17,287,235)       (211,600,543)     (20,318,197)       (224,904,917)
                                          ---------------  ------------------  ---------------  ------------------
Net decrease............................       (4,891,045) $      (59,950,422)      (6,332,926) $      (69,852,815)
                                          ---------------  ------------------  ---------------  ------------------
                                          ---------------  ------------------  ---------------  ------------------
<CAPTION>
 
ADVISOR CLASS
- ----------------------------------------
<S>                                       <C>              <C>                 <C>              <C>
Shares sold.............................          712,165  $        8,839,212          278,551  $        3,010,280
Shares issued in connection with
  reinvestment of distributions.........            3,581              43,784            3,931              43,156
                                          ---------------  ------------------  ---------------  ------------------
                                                  715,746           8,882,996          282,482           3,053,436
Shares repurchased......................         (712,116)         (8,911,324)        (284,638)         (3,054,110)
                                          ---------------  ------------------  ---------------  ------------------
Net increase (decrease).................            3,630  $          (28,328)          (2,156) $             (674)
                                          ---------------  ------------------  ---------------  ------------------
                                          ---------------  ------------------  ---------------  ------------------
</TABLE>
 
                                      F34
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
5. WRITTEN OPTIONS:
The GT Global Government Income Fund's and the GT Global Strategic Income Fund's
written options contract activity for the year ended October 31, 1997 was as
follows:
 
                      COVERED CALL AND PUT OPTION WRITTEN
 
<TABLE>
<CAPTION>
                                                                                                           UNDERLYING
                                                                                                             NOMINAL
GT GLOBAL GOVERNMENT INCOME FUND                                                                          AMOUNT IN USD   PREMIUMS
- --------------------------------------------------------------------------------------------------------  -------------  ----------
<S>                                                                                                       <C>            <C>
Options outstanding at October 31, 1996.................................................................  $          --  $       --
Options written.........................................................................................    213,530,000   1,091,938
Options cancelled in closing purchase transactions......................................................    (14,700,000)    (93,163)
Options expired prior to exercise.......................................................................   (193,990,000)   (954,102)
Options exercised.......................................................................................             --          --
                                                                                                          -------------  ----------
Options outstanding at October 31, 1997.................................................................  $   4,840,000  $   44,673
                                                                                                          -------------  ----------
                                                                                                          -------------  ----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                          UNDERLYING
                                                                                                            NOMINAL
                                                                                                           AMOUNT IN
GT GLOBAL STRATEGIC INCOME FUND                                                                               USD      PREMIUMS
- --------------------------------------------------------------------------------------------------------  -----------  ---------
<S>                                                                                                       <C>          <C>
Options outstanding at October 31, 1996.................................................................  $        --  $      --
Options written.........................................................................................    5,208,000    301,543
Options cancelled in closing purchase transactions......................................................           --         --
Options expired prior to exercise.......................................................................           --         --
Options exercised.......................................................................................   (5,208,000)  (301,543)
                                                                                                          -----------  ---------
Options outstanding at October 31, 1997.................................................................  $        --  $      --
                                                                                                          -----------  ---------
                                                                                                          -----------  ---------
</TABLE>
 
- --------------
FEDERAL TAX INFORMATION (UNAUDITED):
Pursuant to Section 852 of the Internal Revenue Code, the Funds designate the
following amounts as capital gain dividends for the fiscal year ended October
31, 1997:
 
<TABLE>
<CAPTION>
                                                                                                          CAPITAL GAIN
FUND                                                                                                        DIVIDEND
- --------------------------------------------------------------------------------------------------------  ------------
<S>                                                                                                       <C>
GT Global Government Income Fund........................................................................            --
GT Global High Income Fund..............................................................................   $ 6,927,413
GT Global Strategic Income Fund.........................................................................            --
</TABLE>
 
                                      F35
<PAGE>
                             GT GLOBAL INCOME FUNDS
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
                            AIM GLOBAL INCOME FUNDS
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW,  INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF  INVESTING IN RELATED INDUSTRIES, PLEASE  CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers  access  to the  emerging  and established  markets  of the  Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
[LOGO]NO DEALER, SALES REPRESENTATIVE OR  OTHER PERSON HAS BEEN AUTHORIZED  TO
  GIVE  ANY INFORMATION  OR TO MAKE  ANY REPRESENTATION NOT  CONTAINED IN THIS
  STATEMENT OF ADDITIONAL INFORMATION AND, IF GIVEN OR MADE, SUCH  INFORMATION
  OR  REPRESENTATION MUST NOT BE RELIED UPON  AS HAVING BEEN AUTHORIZED BY AIM
  INVESTMENT FUNDS, INC.,  AIM GLOBAL  GOVERNMENT INCOME  FUND, AIM  STRATEGIC
  INCOME  FUND, AIM  GLOBAL HIGH  INCOME FUND,  GLOBAL HIGH  INCOME PORTFOLIO,
  A I M ADVISORS, INC.,  INVESCO (NY), INC. OR A  I M DISTRIBUTORS, INC.  THIS
  STATEMENT  OF ADDITIONAL INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR
  SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
  JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
  JURISDICTION.
    
 
                                                                      INCSX703MC
<PAGE>
   
                              AIM GLOBAL GROWTH &
                           INCOME FUND: ADVISOR CLASS
    
 
   
                        50 California Street, 27th Floor
                            San Francisco, CA 94111
                                 (415) 392-6181
                           Toll Free: (800) 824-1580
    
 
                      Statement of Additional Information
                                  June 1, 1998
 
- --------------------------------------------------------------------------------
 
   
This  Statement of Additional Information relates to the Advisor Class shares of
AIM Global Growth & Income Fund  ("Fund"). The Fund is a non-diversified  series
of  AIM Investment Funds, Inc. (the "Company"), a registered open-end management
investment company. This  Statement of  Additional Information, which  is not  a
prospectus,  supplements  and  should be  read  in conjunction  with  the Fund's
current Advisor  Class  Prospectus  dated June  1,  1998,  a copy  of  which  is
available  without charge by writing to the above address or by calling the Fund
at the toll-free telephone number listed above.
    
 
   
A  I  M  Advisors,  Inc.  ("AIM")  serves  as  the  investment  manager  of  and
administrator  for, and  INVESCO (NY),  Inc. (the  "Sub-adviser") serves  as the
investment sub-adviser and  sub-administrator for the  Fund. The distributor  of
the  Fund's shares is A I M  Distributors, Inc. ("AIM Distributors"). The Fund's
transfer agent  is GT  Global  Investor Services,  Inc.  ("GT Services"  or  the
"Transfer Agent").
    
 
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                                                           Page No.
                                                                                                                           --------
<S>                                                                                                                        <C>
Investment Objective and Policies........................................................................................      2
Options, Futures and Currency Strategies.................................................................................      5
Risk Factors.............................................................................................................     13
Investment Limitations...................................................................................................     18
Execution of Portfolio Transactions......................................................................................     19
Directors and Executive Officers.........................................................................................     21
Management...............................................................................................................     24
Valuation of Fund Shares.................................................................................................     25
Information Relating to Sales and Redemptions............................................................................     26
Taxes....................................................................................................................     28
Additional Information...................................................................................................     30
Investment Results.......................................................................................................     31
Description of Debt Ratings..............................................................................................     35
Financial Statements.....................................................................................................     37
</TABLE>
    
 
                                     [LOGO]
 
                   Statement of Additional Information Page 1
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                            INVESTMENT OBJECTIVE AND
                                    POLICIES
 
- --------------------------------------------------------------------------------
 
INVESTMENT OBJECTIVE
The  investment objective of the Fund is long-term capital appreciation together
with current  income. The  Fund seeks  its objective  by investing  in a  global
portfolio of both equity securities and debt obligations allocated among diverse
international markets.
 
SELECTION OF EQUITY INVESTMENTS
For  investment  purposes, an  issuer is  typically considered  as located  in a
particular country  if it  (a) is  incorporated under  the laws  of or  has  its
principal  office in that country, or (b) it normally derives 50% or more of its
total revenue from  business in that  country. However, these  are not  absolute
requirements,  and certain  companies incorporated  in a  particular country and
considered by the Sub-adviser to be located in that country may have substantial
off-shore operations or subsidiaries and/or  export sales exceeding in size  the
assets or sales in that country.
 
INVESTMENTS IN OTHER INVESTMENT COMPANIES
The  Fund  may  invest  in the  securities  of  investment  companies (including
investment vehicles or companies  advised by the  Sub-adviser or its  affiliates
("Affiliated  Funds")) within the limits of  the Investment Company Act of 1940,
as amended ("1940 Act"). These  limitations currently provide that, in  general,
the  Fund may purchase shares of a closed-end investment company unless (a) such
a purchase would cause the Fund to own  in the aggregate more than 3 percent  of
the  total outstanding  voting stock  of the  investment company  or (b)  such a
purchase would cause the Fund  to have more than 5  percent of its total  assets
invested  in the investment company or more  than 10 percent of its total assets
invested in an aggregate  of all such investment  companies. Investment in  such
investment  companies may also involve the payment of substantial premiums above
the value of such companies' portfolio  securities. The Fund does not intend  to
invest  in such investment companies unless, in the judgment of the Sub-adviser,
the potential benefits of such investments justify the payment of any applicable
premiums. The return on such securities will be reduced by operating expenses of
such companies including payments to the investment managers of those investment
companies. With  respect to  investments in  Affiliated Funds,  the  Sub-adviser
waives  its advisory fee to the extent that such fees are based on assets of the
Fund invested in Affiliated Funds.
 
DEPOSITORY RECEIPTS
The Fund may hold equity securities of  foreign issuers in the form of  American
Depository  Receipts  ("ADRs"),  American  Depository  Shares  ("ADSs"),  Global
Depository Receipts ("GDRs") and European Depository Receipts ("EDRs"), or other
securities convertible into securities of eligible issuers. These securities may
not necessarily be denominated in the same currency as the securities for  which
they may be exchanged. ADRs and ADSs typically are issued by an American bank or
trust  company  and  evidence ownership  of  underlying securities  issued  by a
foreign corporation.  EDRs,  which  are sometimes  referred  to  as  Continental
Depository  Receipts ("CDRs"), are  issued in Europe  typically by foreign banks
and trust  companies  and  evidence  ownership of  either  foreign  or  domestic
securities.  GDRs  are similar  to  EDRs and  are  designed for  use  in several
international financial markets. Generally, ADRs and ADSs in registered form are
designed for use in United States securities markets and EDRs in bearer form are
designed for use  in European  securities markets.  For purposes  of the  Fund's
investment policies, the Fund's investments in ADRs, ADSs, GDRs and EDRs will be
deemed  to be  investments in the  equity securities  representing securities of
foreign issuers into which they may be converted.
 
ADR facilities may be established as either "unsponsored" or "sponsored."  While
ADRs  issued under these two  types of facilities are  in some respects similar,
there are distinctions between  them relating to the  rights and obligations  of
ADR holders and the practices of market participants. A depository may establish
an  unsponsored  facility  without  participation by  (or  even  necessarily the
acquiescence of) the issuer of the deposited securities, although typically  the
depository  requests a  letter of  non-objection from  such issuer  prior to the
establishment of the facility.  Holders of unsponsored  ADRs generally bear  all
the  costs  of such  facilities. The  depository usually  charges fees  upon the
deposit and withdrawal of the deposited securities, the conversion of  dividends
into   U.S.  dollars,  the  disposition   of  non-cash  distributions,  and  the
performance of  other  services.  The  depository  of  an  unsponsored  facility
frequently  is  under  no obligation  to  distribute  shareholder communications
received from the issuer of the  deposited securities or to pass-through  voting
rights  to ADR  holders in  respect of  the deposited  securities. Sponsored ADR
facilities are created in generally  the same manner as unsponsored  facilities,
except  that  the  issuer of  the  deposited  securities enters  into  a deposit
agreement with the
 
                   Statement of Additional Information Page 2
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
depository. The deposit agreement  sets out the  rights and responsibilities  of
the  issuer, the depository and the  ADR holders. With sponsored facilities, the
issuer of  the  deposited securities  generally  will  bear some  of  the  costs
relating  to the  facility (such  as dividend  payment fees  of the depository),
although ADR holders continue to bear  certain other costs (such as deposit  and
withdrawal  fees). Under the terms  of most sponsored arrangements, depositories
agree to distribute notices of shareholder meetings and voting instructions, and
to provide shareholder communications and  other information to the ADR  holders
at the request of the issuer of the deposited securities. The Fund may invest in
both sponsored and unsponsored ADRs.
 
WARRANTS OR RIGHTS
Warrants  or  rights  may be  acquired  by  the Fund  in  connection  with other
securities or separately and provide  the Fund with the  right to purchase at  a
later date other securities of the issuer.
 
LENDING OF PORTFOLIO SECURITIES
For  the purpose of realizing additional income, the Fund may make secured loans
of portfolio securities  amounting to  not more than  30% of  its total  assets.
Securities  loans are made to broker/dealers or institutional investors pursuant
to agreements requiring that the loans continuously be secured by collateral  at
least  equal at all times  to the value of the  securities lent plus any accrued
interest, "marked  to market"  on a  daily basis.  The Fund  may pay  reasonable
administrative  and custodial fees  in connection with  loans of its securities.
While the securities loan is outstanding, the Fund will continue to receive  the
equivalent of the interest or dividends paid by the issuer on the securities, as
well as interest on the investment of the collateral or a fee from the borrower.
The  Fund will have a  right to call each loan  and obtain the securities within
the stated settlement period. The  Fund will not have  the right to vote  equity
securities while they are lent, but it may call in a loan in anticipation of any
important vote. Loans will be made only to firms deemed by the Sub-adviser to be
of  good  standing  and  will  not  be  made  unless,  in  the  judgment  of the
Sub-adviser, the consideration to  be earned from such  loans would justify  the
risk.
 
   
MONEY MARKET INSTRUMENTS
    
   
Money  market instruments in which the Fund may invest include, U.S. securities;
high-grade commercial paper; bank certificates of deposit; bankers'  acceptances
and   repurchase  agreements  related  to  any  of  the  foregoing.  "High-grade
commercial paper" refers to commercial paper  rated A-1 by Standard & Poor's,  a
division  of  The  McGraw-Hill  Companies, Inc.,  or  P-1  by  Moody's Investors
Service, Inc.  or,  if  not  rated,  determined by  the  Sub-adviser  to  be  of
comparable quality.
    
 
COMMERCIAL BANK OBLIGATIONS
For  the  purposes  of  the  Fund's investment  policies  with  respect  to bank
obligations, obligations of foreign branches of U.S. banks and of foreign  banks
are obligations of the issuing bank and may be general obligations of the parent
bank.  Such obligations,  however, may  be limited  by the  terms of  a specific
obligation  and  by  government  regulation.  As  with  investment  in  non-U.S.
securities  in general,  investments in the  obligations of  foreign branches of
U.S. banks and of foreign  banks may subject the  Fund to investment risks  that
are  different  in some  respects from  those of  investments in  obligations of
domestic issuers. Although  the Fund typically  will acquire obligations  issued
and  supported by the credit of U.S. or foreign banks having total assets at the
time of purchase  in excess  of $1  billion, this $1  billion figure  is not  an
investment  policy or restriction  of the Fund. For  the purposes of calculation
with respect to the $1  billion figure, the assets of  a bank will be deemed  to
include the assets of its U.S. and non-U.S. branches.
 
REPURCHASE AGREEMENTS
   
A  repurchase agreement is a transaction in  which the Fund purchases a security
from a bank or recognized securities dealer and simultaneously commits to resell
that security to the bank  or dealer at an agreed  upon price, date, and  market
rate  of interest  unrelated to  the coupon  rate or  maturity of  the purchased
security. Although repurchase agreements carry certain risks not associated with
direct investments in securities, including possible decline in the market value
of the underlying securities and delays and costs to the Fund if the other party
to the repurchase  agreement becomes bankrupt,  the Fund intends  to enter  into
repurchase agreements only with banks and dealers believed by the Sub-adviser to
present  minimum credit risks  in accordance with  guidelines established by the
Company's Board  of  Directors. The  Sub-adviser  will review  and  monitor  the
creditworthiness of such institutions under the Board's general supervision.
    
 
The  Fund will invest only in  repurchase agreements collateralized at all times
in an amount at least  equal to the repurchase  price plus accrued interest.  To
the  extent that the proceeds from any sale of such collateral upon a default in
the obligation to repurchase were less than the repurchase price, the Fund would
suffer a loss.  If the financial  institution which is  party to the  repurchase
agreement petitions for bankruptcy or otherwise becomes subject to bankruptcy or
other  liquidation proceedings, there may be  restrictions on the Fund's ability
to sell the collateral and the Fund  could suffer a loss. However, with  respect
to  financial  institutions  whose  bankruptcy  or  liquidation  proceedings are
subject to the U.S. Bankruptcy Code, the Fund intends to comply with  provisions
under  the U.S. Bankruptcy  Code that would  allow it immediately  to resell the
collateral. There is no limitation on the  amount of the Fund's assets that  may
be subject to repurchase
 
                   Statement of Additional Information Page 3
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
agreements  at  any  given time.  The  Fund  will not  enter  into  a repurchase
agreement with a maturity of more than seven days if, as a result, more than 10%
of the value of its net assets  would be invested in such repurchase  agreements
and other illiquid investments.
 
BORROWING, REVERSE REPURCHASE AGREEMENTS AND "ROLL" TRANSACTIONS
The  Fund's borrowings will not exceed 33 1/3% of the Fund's total assets, i.e.,
the Fund's total assets at all times will  equal at least 300% of the amount  of
outstanding  borrowings.  If  market fluctuations  in  the value  of  the Fund's
portfolio holdings or other factors cause  the ratio of the Fund's total  assets
to  outstanding  borrowings to  fall below  300%,  within three  days (excluding
Sundays and holidays) of such event the  Fund may be required to sell  portfolio
securities  to restore the  300% asset coverage, even  though from an investment
standpoint such sales might be disadvantageous.  The Fund also may borrow up  to
5%  of its total assets  for temporary or emergency  purposes other than to meet
redemptions. Any borrowing  by the  Fund may  cause greater  fluctuation in  the
value of its shares than would be the case if the Fund did not borrow.
 
   
The  Fund's fundamental investment  limitations permit the  Fund to borrow money
for leveraging purposes. The Fund, however, currently is prohibited, pursuant to
a non-fundamental investment policy, from  borrowing money in order to  purchase
securities.  Nevertheless, this policy may be changed in the future by a vote of
a majority of the Company's Board of Directors. If the Fund employs leverage  in
the  future, it would  be subject to  certain additional risks.  Use of leverage
creates an opportunity for  greater growth of capital  but would exaggerate  any
increases  or decreases in the Fund's net asset value. When the income and gains
on securities purchased with the proceeds of borrowings exceed the costs of such
borrowings, the Fund's  earnings or net  asset value will  increase faster  than
otherwise would be the case; conversely, if such income and gains fail to exceed
such  costs, the Fund's  earnings or net  asset value would  decline faster than
would otherwise be the case.
    
 
The Fund  may enter  into reverse  repurchase agreements.  A reverse  repurchase
agreement is a borrowing transaction in which the Fund transfers possession of a
security  to another party, such as a  bank or broker/dealer in return for cash,
and agrees to repurchase  the security in  the future at  an agreed upon  price,
which  includes  an  interest component.  The  Fund  also may  engage  in "roll"
borrowing transactions  which involve  the Fund's  sale of  Government  National
Mortgage Association certificates or other securities together with a commitment
(for  which the Fund may receive a  fee) to purchase similar, but not identical,
securities at a future date. The Fund  will segregate with a custodian, cash  or
liquid  securities in an amount sufficient to cover its obligations under "roll"
transactions  and  reverse  repurchase  agreements  with  broker/  dealers.   No
segregation is required for reverse repurchase agreements with banks.
 
SHORT SALES
The  Fund  may  make short  sales  of  securities, although  it  has  no current
intention of doing so. A short sale is  a transaction in which the Fund sells  a
security  in anticipation that  the market price of  that security will decline.
The Fund may  make short  sales (i)  as a form  of hedging  to offset  potential
declines  in long positions in securities it owns, or anticipates acquiring, and
(ii) in order to  maintain portfolio flexibility. The  Fund may only make  short
sales "against the box." In this type of short sale, at the time of the sale the
Fund  owns the security it has sold short or has the immediate and unconditional
right to acquire the identical security at no additional cost.
 
In a short sale, the seller does not immediately deliver the securities sold and
does not receive the proceeds from the sale. To make delivery to the  purchaser,
the  executing broker borrows the  securities being sold short  on behalf of the
seller. The seller is said to have a short position in the securities sold until
it delivers the securities sold, at which  time it receives the proceeds of  the
sale.  To secure its obligation to deliver  securities sold short, the Fund will
deposit in  a  separate  account with  its  custodian  an equal  amount  of  the
securities  sold short or  securities convertible into  or exchangeable for such
securities at no cost. The Fund could  close out a short position by  purchasing
and  delivering an  equal amount  of the securities  sold short,  rather than by
delivering securities already held by the  Fund, because the Fund might want  to
continue  to  receive  interest  and  dividend  payments  on  securities  in its
portfolio that are convertible into the securities sold short.
 
The Fund might make  a short sale  "against the box" in  order to hedge  against
market  risks when  the Sub-adviser  believes that the  price of  a security may
decline, causing a decline  in the value of  a security owned by  the Fund or  a
security  convertible into or exchangeable for  such security. In such case, any
future losses in the  Fund's long position  should be reduced by  a gain in  the
short position. Conversely, any gain in the long position should be reduced by a
loss in the short position. The extent to which such gains or losses in the long
position  are reduced will depend  upon the amount of  the securities sold short
relative to  the amount  of the  securities the  Fund owns,  either directly  or
indirectly, and, in the case where the Fund owns convertible securities, changes
in  the investment values or conversion  premiums of such securities. There will
be certain additional transaction costs associated with short sales "against the
box," but the  Fund will endeavor  to offset  these costs with  income from  the
investment of the cash proceeds of short sales.
 
                   Statement of Additional Information Page 4
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                         OPTIONS, FUTURES AND CURRENCY
                                   STRATEGIES
 
- --------------------------------------------------------------------------------
 
SPECIAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES
The  use of options, futures contracts  and forward currency contracts ("Forward
Contracts") involves special considerations and risks, as described below. Risks
pertaining to particular instruments are described in the sections that follow.
 
        (1) Successful  use  of  most  of these  instruments  depends  upon  the
    Sub-adviser's  ability to  predict movements  of the  overall securities and
    currency markets, which requires different skills than predicting changes in
    the prices of individual securities. While the Sub-adviser is experienced in
    the use of these instruments, there can be no assurance that any  particular
    strategy adopted will succeed.
 
        (2)  There  might  be  imperfect correlation,  or  even  no correlation,
    between price  movements  of  an  instrument  and  price  movements  of  the
    investments being hedged. For example, if the value of an instrument used in
    a  short hedge  increased by less  than the  decline in value  of the hedged
    investment, the  hedge  would  not  be fully  successful.  Such  a  lack  of
    correlation  might  occur  due to  factors  unrelated  to the  value  of the
    investments being  hedged, such  as speculative  or other  pressures on  the
    markets  in which  the hedging  instrument is  traded. The  effectiveness of
    hedges using hedging  instruments on indices  will depend on  the degree  of
    correlation  between price movements in the index and price movements in the
    investments being hedged.
 
        (3) Hedging strategies, if successful, can reduce risk of loss by wholly
    or partially offsetting the negative  effect of unfavorable price  movements
    in the investments being hedged. However, hedging strategies can also reduce
    opportunity  for gain by  offsetting the positive  effect of favorable price
    movements in the hedged investments. For  example, if a Fund entered into  a
    short  hedge because the Sub-adviser  projected a decline in  the price of a
    security in the Fund's portfolio, and  the price of that security  increased
    instead,  the gain from that increase might be wholly or partially offset by
    a decline in the price of the hedging instrument. Moreover, if the price  of
    the  hedging instrument declined by  more than the increase  in the price of
    the security, the Fund could  suffer a loss. In  either such case, the  Fund
    would have been in a better position had it not hedged at all.
 
        (4)  As described below, a Fund might  be required to maintain assets as
    "cover," maintain segregated accounts or make margin payments when it  takes
    positions  in  instruments  involving obligations  to  third  parties (I.E.,
    instruments other than purchased options). If the Fund were unable to  close
    out  its positions in such instruments, it  might be required to continue to
    maintain such assets or  accounts or make such  payments until the  position
    expired or matured. The requirements might impair the Fund's ability to sell
    a portfolio security or make an investment at a time when it would otherwise
    be favorable to do so, or require that the Fund sell a portfolio security at
    a  disadvantageous time. The  Fund's ability to  close out a  position in an
    instrument prior to  expiration or maturity  depends on the  existence of  a
    liquid secondary market or, in the absence of such a market, the ability and
    willingness  of the other party to the transaction ("contra party") to enter
    into a  transaction  closing  out  the  position.  Therefore,  there  is  no
    assurance  that any position can  be closed out at a  time and price that is
    favorable to the Fund.
 
WRITING CALL OPTIONS
The Fund may write  (sell) call options on  securities, indices and  currencies.
Call options generally will be written on securities and currencies that, in the
opinion of the Sub-adviser are not expected to make any major price moves in the
near  future  but  that,  over  the  long  term,  are  deemed  to  be attractive
investments for the Fund.
 
A call option  gives the  holder (buyer)  the right  to purchase  a security  or
currency  at a specified price (the exercise  price) at any time until (American
style) or on (European style) a certain  date (the expiration date). So long  as
the  obligation of the writer of a call  option continues, he may be assigned an
exercise notice, requiring him  to deliver the  underlying security or  currency
against  payment  of the  exercise price.  This  obligation terminates  upon the
expiration of the call option, or such earlier time at which the writer  effects
a  closing  purchase  transaction  by purchasing  an  option  identical  to that
previously sold.
 
Portfolio securities or currencies on which call options may be written will  be
purchased  solely on the basis of  investment considerations consistent with the
Fund's investment objective. When writing a call option, the Fund, in return for
the
 
                   Statement of Additional Information Page 5
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
premium, gives  up the  opportunity for  profit  from a  price increase  in  the
underlying  security or currency above the  exercise price, and retains the risk
of loss should the  price of the  security or currency  decline. Unlike one  who
owns  securities or currencies not subject to an option, the Fund has no control
over when it may  be required to sell  the underlying securities or  currencies,
since  most  options  may  be  exercised  at  any  time  prior  to  the option's
expiration. If a call option  that the Fund has  written expires, the Fund  will
realize a gain in the amount of the premium; however, such gain may be offset by
a  decline in the market value of the underlying security or currency during the
option period. If the call option is exercised, the Fund will realize a gain  or
loss  from  the sale  of  the underlying  security  or currency,  which  will be
increased or  offset by  the premium  received.  The Fund  does not  consider  a
security  or currency covered by  a call option to be  "pledged" as that term is
used in the Fund's policy that limits the pledging or mortgaging of its assets.
 
Writing call options can serve as a limited short hedge because declines in  the
value  of the  hedged investment would  be offset  to the extent  of the premium
received  for  writing  the  option.  However,  if  the  security  or   currency
appreciates to a price higher than the exercise price of the call option, it can
be  expected that the option  will be exercised and a  Fund will be obligated to
sell the security or currency at less than its market value.
 
The premium  that the  Fund receives  for writing  a call  option is  deemed  to
constitute the market value of an option. The premium the Fund will receive from
writing a call option will reflect, among other things, the current market price
of  the underlying  investment, the relationship  of the exercise  price to such
market price, the historical price volatility of the underlying investment,  and
the length of the option period. In determining whether a particular call option
should  be  written, the  Sub-adviser will  consider  the reasonableness  of the
anticipated premium and the likelihood that a liquid secondary market will exist
for those options.
 
Closing transactions  will  be effected  in  order to  realize  a profit  on  an
outstanding  call option,  to prevent  an underlying  security or  currency from
being called, or  to permit  the sale of  the underlying  security or  currency.
Furthermore,  effecting  a closing  transaction will  permit  the Fund  to write
another call  option  on the  underlying  security  or currency  with  either  a
different exercise price, expiration date or both.
 
The  Fund will pay transaction  costs in connection with  the writing of options
and in entering into closing  purchase contracts. Transaction costs relating  to
options  activity normally  are higher  than those  applicable to  purchases and
sales of portfolio securities.
 
The exercise price of the  options may be below, equal  to or above the  current
market values of the underlying securities or currencies at the time the options
are  written. From time to time, the Fund may purchase an underlying security or
currency for delivery in accordance with the exercise of an option, rather  than
delivering  such  security  or  currency  from  its  portfolio.  In  such cases,
additional costs will be incurred.
 
The Fund will realize a  profit or loss from  a closing purchase transaction  if
the  cost of  the transaction  is less or  more, respectively,  than the premium
received from writing  the option. Because  increases in the  market price of  a
call  option  generally  will  reflect  increases in  the  market  price  of the
underlying security or  currency, any loss  resulting from the  repurchase of  a
call  option is likely to be  offset in whole or in  part by appreciation of the
underlying security or currency owned by the Fund.
 
WRITING PUT OPTIONS
The Fund may  write put  options on securities,  indices and  currencies. A  put
option  gives the  purchaser of  the option  the right  to sell,  and the writer
(seller) the  obligation to  buy, the  underlying security  or currency  at  the
exercise  price at any  time until (American  style) or on  (European style) the
expiration date. The operation of put options in other respects, including their
related risks and rewards, is substantially identical to that of call options.
 
The  Fund  generally  would  write  put  options  in  circumstances  where   the
Sub-adviser  wishes  to purchase  the underlying  security  or currency  for the
Fund's portfolio at a price lower than the current market price of the  security
or  currency. In such  event, the Fund would  write a put  option at an exercise
price that, reduced by  the premium received on  the option, reflects the  lower
price  it is willing to pay. Since the  Fund also would receive interest on debt
securities or currencies maintained to cover  the exercise price of the  option,
this  technique could be used to enhance current return during periods of market
uncertainty. The risk in such  a transaction would be  that the market price  of
the  underlying security or currency would decline below the exercise price less
the premium received.
 
Writing put options can serve as a  limited long hedge because increases in  the
value  of the  hedged investment would  be offset  to the extent  of the premium
received  for  writing  the  option.  However,  if  the  security  or   currency
depreciates  to a price lower than the exercise  price of the put option, it can
be expected that the put option will be exercised and the Fund will be obligated
to purchase the security or currency at more than its market value.
 
                   Statement of Additional Information Page 6
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
PURCHASING PUT OPTIONS
The Fund may purchase put options on securities, indices and currencies. As  the
holder  of a put  option, the Fund would  have the right  to sell the underlying
security or currency at the exercise  price any any time until (American  style)
or  (European style) the expiration  date. The Fund may  enter into closing sale
transactions with  respect to  such options,  exercise them  or permit  them  to
expire.
 
The  Fund  may purchase  a  put option  on  an underlying  security  or currency
("protective put") owned by the Fund  to protect against an anticipated  decline
in the value of the security or currency. Such hedge protection is provided only
during  the life  of the  put option  when the  Fund, as  the holder  of the put
option, is able to sell the underlying security or currency at the put  exercise
price  regardless of  any decline in  the underlying security's  market price or
currency's exchange  value.  The  premium  paid  for  the  put  option  and  any
transaction  costs would reduce any  profit otherwise available for distribution
when the security or currency is eventually sold.
 
The Fund also may purchase put options at a time when the Fund does not own  the
underlying  security or  currency. By  purchasing put  options on  a security or
currency it does not own, the Fund seeks to benefit from a decline in the market
price of the underlying security or currency. If the put option is not sold when
it has remaining value, and  if the market price  of the underlying security  or
currency  remains equal to or greater than the exercise price during the life of
the put option, the Fund will lose  its entire investment in the put option.  In
order for the purchase of a put option to be profitable, the market price of the
underlying  security or  currency must  decline sufficiently  below the exercise
price to cover the premium and transaction costs, unless the put option is  sold
in a closing sale transaction.
 
PURCHASING CALL OPTIONS
The Fund may purchase call options on securities, indices and currencies. As the
holder  of  a  call  option, the  Fund  would  have the  right  to  purchase the
underlying security  or  currency  at  the exercise  price  at  any  time  until
(American  style) or  (European style) the  expiration date. The  Fund may enter
into closing sale transactions  with respect to such  options, exercise them  or
permit them to expire.
 
Call  options may  be purchased  by the  Fund for  the purpose  of acquiring the
underlying security or currency for its portfolio. Utilized in this fashion, the
purchase of  call options  would enable  the  Fund to  acquire the  security  or
currency  at the  exercise price of  the call  option plus the  premium paid. At
times, the net cost of acquiring the security or currency in this manner may  be
less  than  the  cost  of  acquiring the  security  or  currency  directly. This
technique also  may  be useful  to  the Fund  in  purchasing a  large  block  of
securities  that would be more difficult  to acquire by direct market purchases.
So long as it holds such a  call option, rather than the underlying security  or
currency  itself, the Fund is partially protected from any unexpected decline in
the market price  of the  underlying security or  currency and,  in such  event,
could  allow the call option  to expire, incurring a loss  only to the extent of
the premium paid for the option.
 
The Fund also may purchase call  options on underlying securities or  currencies
it  owns  to avoid  realizing losses  that would  result in  a reduction  of its
current return. For  example, where the  Fund has  written a call  option on  an
underlying security or currency having a current market value below the price at
which  it purchased the  security or currency,  an increase in  the market price
could result in  the exercise of  the call option  written by the  Fund and  the
realization  of a loss on the  underlying security or currency. Accordingly, the
Fund could purchase a call option  on the same underlying security or  currency,
which  could be exercised  to fulfill the Fund's  delivery obligations under its
written call (if it is exercised). This  strategy could allow the Fund to  avoid
selling  the portfolio security or currency at  a time when it has an unrealized
loss; however, the Fund would have to pay a premium to purchase the call  option
plus transaction costs.
 
Aggregate  premiums paid  for put  and call  options will  not exceed  5% of the
Fund's total assets at the time of purchase.
 
The Fund may attempt to accomplish objectives similar to those involved in using
Forward Contracts by purchasing put or call options on currencies. A put  option
gives  the  Fund as  purchaser  the right  (but not  the  obligation) to  sell a
specified amount of currency at the  exercise price at any time until  (American
style)  or on (European style) the expiration date. A call option gives the Fund
as purchaser the right (but not  the obligation) to purchase a specified  amount
of  currency at  the exercise  price at  any time  until (American  style) or on
(European style) the  expiration date. The  Fund might purchase  a currency  put
option,  for example, to protect itself against a decline in the dollar value of
a currency  in  which  it  holds  or  anticipates  holding  securities.  If  the
currency's  value should decline against the  dollar, the loss in currency value
should be offset, in whole or in part,  by an increase in the value of the  put.
If the value of the currency instead should rise against the dollar, any gain to
the  Fund would  be reduced by  the premium  it had paid  for the  put option. A
currency call option might be purchased, for example, in anticipation of, or  to
protect  against, a rise in the value against  the dollar of a currency in which
the Fund anticipates purchasing securities.
 
                   Statement of Additional Information Page 7
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
Options may  be either  listed  on an  exchange  or traded  in  over-the-counter
("OTC")  Markets. Listed options are third-party contracts (I.E., performance of
the obligations of  the purchaser and  seller is guaranteed  by the exchange  or
clearing corporation), and have standardized strike prices and expiration dates.
OTC options are two-party contracts with negotiated strike prices and expiration
dates.  The Fund will not  purchase an OTC option  unless it believes that daily
valuations for  such options  are readily  obtainable. OTC  options differ  from
exchange-traded options in that OTC options are transacted with dealers directly
and   not  through  a  clearing   corporation  (which  guarantees  performance).
Consequently, there  is  a risk  of  non-performance  by the  dealer.  Since  no
exchange  is involved, OTC options are valued on  the basis of an average of the
last bid prices obtained from dealers,  unless a quotation from only one  dealer
is  available, in which case only that dealer's  price will be used. In the case
of OTC options, there can  be no assurance that  a liquid secondary market  will
exist for any particular option at any specific time.
 
The  staff of the Securities and Exchange Commission ("SEC") considers purchased
OTC options to be illiquid securities. The  Fund may also sell OTC options  and,
in  connection therewith, segregate assets or cover its obligations with respect
to OTC options written  by the Fund.  The assets used as  cover for OTC  options
written  by the Fund will be considered illiquid unless the OTC options are sold
to qualified dealers who agree  that the Fund may  repurchase any OTC option  it
writes  at a maximum price to be calculated by a formula set forth in the option
agreement. The cover for an OTC  option written subject to this procedure  would
be  considered illiquid  only to  the extent  that the  maximum repurchase price
under the formula exceeds the intrinsic value of the option.
 
The Fund's  ability to  establish  and close  out positions  in  exchange-listed
options  depends  on the  existence  of a  liquid  market. The  Fund  intends to
purchase or write only those exchange-traded options for which there appears  to
be  a liquid secondary  market. However, there  can be no  assurance that such a
market will exist at any particular  time. Closing transactions can be made  for
OTC  options  only  by  negotiating  directly with  the  contra  party  or  by a
transaction in the secondary market if any such market exists. Although the Fund
will enter into OTC  options only with  contra parties that  are expected to  be
capable  of  entering  into closing  transactions  with  the Fund,  there  is no
assurance that the Fund will in fact be able to close out an OTC option position
at a favorable price  prior to expiration.  In the extent  of insolvency of  the
contra  party, the Fund might  be unable to close out  an OTC option position at
any time prior to its expiration.
 
INDEX OPTIONS
Puts and calls on indices are similar to puts and calls on securities or futures
contracts except that all settlements  are in cash and  gain or loss depends  on
changes  in the index in question (and thus on price movements in the securities
market or a particular market sector  generally) rather than on price  movements
in individual securities or futures contracts. When the Fund writes a call on an
index,  it receives a premium and agrees that, prior to the expiration date, the
purchaser of the call, upon exercise of the call, will receive from the Fund  an
amount of cash if the closing level of the index upon which the call is based is
greater  than the exercise price of the call. The amount of cash is equal to the
difference between the closing price of the index and the exercise price of  the
call  times a specified multiple (the  "multiplier"), which determines the total
dollar value for each point of such difference. When the Fund buys a call on  an
index,  it  pays a  premium and  has the  same rights  as to  such calls  as are
indicated above. When the Fund buys a put on an index, it pays a premium and has
the right, prior to the expiration date, to require the seller of the put,  upon
the  Fund's exercise of the put, to deliver to the Fund an amount of cash if the
closing level of the index upon which the put is based is less than the exercise
price of the  put, which  amount of  cash is  determined by  the multiplier,  as
described above for calls. When the Fund writes a put on an index, it receives a
premium  and  the purchaser  has the  right,  prior to  the expiration  date, to
require the Fund  to deliver to  it an amount  of cash equal  to the  difference
between  the  closing  level of  the  index  and the  exercise  price  times the
multiplier, if the closing level is less than the exercise price.
 
The risks  of  investment  in index  options  may  be greater  than  options  on
securities. Because index options are settled in cash, when a Fund writes a call
on  an  index  it  cannot  provide  in  advance  for  its  potential  settlement
obligations by acquiring  and holding  the underlying securities.  The Fund  can
offset  some of the  risk of writing a  call index option  position by holding a
diversified portfolio of  securities similar  to those on  which the  underlying
index  is based. However,  the Fund cannot,  as a practical  matter, acquire and
hold a portfolio containing  exactly the same securities  as underlie the  index
and,  as a result, bears a risk that  the value of the securities held will vary
from the value of the index.
 
Even if the Fund could assemble  a securities portfolio that exactly  reproduced
the  composition of the  underlying index, it  still would not  be fully covered
from a risk standpoint  because of the "timing  risk" inherent in writing  index
options.  When an index option is exercised,  the amount of cash that the holder
is entitled to  receive is  determined by  the difference  between the  exercise
price  and the closing index level on the  date when the option is exercised. As
with other kinds of options, the Fund as  the call writer will not know that  it
has  been assigned  until the next  business day  at the earliest.  The time lag
between exercise and  notice of assignment  poses no  risk for the  writer of  a
covered call on a specific underlying
 
                   Statement of Additional Information Page 8
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
security,  such as  common stock,  because there  the writer's  obligation is to
deliver the underlying security, not to pay its value as of a fixed time in  the
past. So long as the writer already owns the underlying security, it can satisfy
its  settlement obligations by simply delivering it, and the risk that its value
may have declined since the exercise date is borne by the exercising holder.  In
contrast,  even if  the writer  of an index  call holds  securities that exactly
match the composition of the  underlying index, it will  not be able to  satisfy
its assignment obligations by delivering those securities against payment of the
exercise  price. Instead, it will be required to  pay cash in an amount based on
the closing index value on the exercise date; and by the time it learns that  it
has  been assigned, the index may have declined, with a corresponding decline in
the value  of  its securities  portfolio.  This  "timing risk"  is  an  inherent
limitation  on the ability of index call writers to cover their risk exposure by
holding securities positions.
 
If the Fund purchases an index option and exercises it before the closing  index
value  for  that day  is  available, it  runs  the risk  that  the level  of the
underlying index may subsequently change. If such a change causes the  exercised
option to fall out-of-the-money, the Fund will be required to pay the difference
between  the closing index value and the exercise price of the option (times the
applicable multiplier) to the assigned writer.
 
INTEREST RATE, CURRENCY AND STOCK INDEX FUTURES CONTRACTS
The Fund may  enter into interest  rate or currency  futures contracts, and  may
enter  into stock index  futures contracts (collectively,  "Futures" or "Futures
Contracts"), as a hedge against changes in prevailing levels of interest  rates,
currency  exchange rates or  stock prices in order  to establish more definitely
the effective return on securities or currencies held or intended to be acquired
by the  Fund. The  Fund's hedging  may include  sales of  Futures as  an  offset
against  the effect  of expected  increases in  interest rates  and decreases in
currency exchange rates or stock prices,  and purchases of Futures as an  offset
against  the effect  of expected  declines in  interest rates,  and increases in
currency exchange rates or stock prices.
 
The Fund  only will  enter into  Futures Contracts  that are  traded on  futures
exchanges  and are  standardized as  to maturity  date and  underlying financial
instrument. Futures  exchanges and  trading  thereon in  the United  States  are
regulated  under the  Commodity Exchange  Act by  the Commodity  Futures Trading
Commission ("CFTC"). Futures are exchanged in London at the London International
Financial Futures Exchange.
 
Although techniques other than sales and purchases of Futures Contracts could be
used to reduce the Fund's exposure to interest rate, currency exchange rate  and
stock  market fluctuations,  the Fund  may be  able to  hedge its  exposure more
effectively and at a lower cost through using Futures Contracts.
 
A Futures Contract provides  for the future  sale by one  party and purchase  by
another party of a specified amount of a specific financial instrument (security
or currency) for a specified price at a designated date, time and place. A stock
index Futures Contract provides for the delivery, at a designated date, time and
place,  of  an amount  of  cash equal  to a  specified  dollar amount  times the
difference between the stock index value at the close of trading on the contract
and the price at  which the Futures Contract  is originally struck; no  physical
delivery  of stocks  comprising the index  is made. Brokerage  fees are incurred
when a  Futures  Contract  is  bought  or sold,  and  margin  deposits  must  be
maintained at all times the Futures Contract is outstanding.
 
Although  Futures Contracts typically require future delivery of and payment for
financial instruments or  currencies, Futures Contracts  usually are closed  out
before  the delivery date. Closing out an open Futures Contract sale or purchase
is effected by entering  into an offsetting Futures  Contract purchase or  sale,
respectively,   for  the  same  aggregate  amount  of  the  identical  financial
instrument or currency and  the same delivery date.  If the offsetting  purchase
price  is less than the original sale price,  the Fund realizes a gain; if it is
more, the Fund realizes a loss. Conversely, if the offsetting sale price is more
than the original purchase price, the Fund  realizes a gain; if it is less,  the
Fund  realizes a  loss. The  transaction costs  also must  be included  in these
calculations. There can be no assurance, however, that the Fund will be able  to
enter  into  an  offsetting transaction  with  respect to  a  particular Futures
Contract at  a particular  time.  If the  Fund  is not  able  to enter  into  an
offsetting  transaction, the Fund  will continue to be  required to maintain the
margin deposits on the Futures Contract.
 
As an example of an offsetting transaction, the contractual obligations  arising
from  the sale of one Futures Contract of September Deutschemarks on an exchange
may be  fulfilled at  any time  before delivery  under the  Futures Contract  is
required  (I.E., on a specified date in  September, the "delivery month") by the
purchase of  another Futures  Contract of  September Deutschemarks  on the  same
exchange. In such instance the difference between the price at which the Futures
Contract  was  sold  and  the  price paid  for  the  offsetting  purchase, after
allowance for transaction costs, represents the profit or loss to the Fund.
 
The Fund's Futures transactions will be entered into for hedging purposes  only;
that  is, Futures  Contracts will be  sold to  protect against a  decline in the
price of securities or currencies that the Fund owns, or Futures Contracts  will
be purchased
 
                   Statement of Additional Information Page 9
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
to protect the Fund against an increase in the price of securities or currencies
it has committed to purchase or expects to purchase.
 
"Margin"  with respect to Futures Contracts is  the amount of funds that must be
deposited by the Fund in order to  initiate Futures trading and to maintain  the
Fund's  open  positions in  Futures Contracts.  A margin  deposit made  when the
Futures Contract is entered  into ("initial margin") is  intended to assure  the
Fund's  performance  under  the  Futures Contract.  The  margin  required  for a
particular Futures Contract is set by the exchange on which the Futures Contract
is traded, and may be modified significantly  from time to time by the  exchange
during the term of the Futures Contract.
 
Subsequent  payments,  called  "variation  margin,"  to  and  from  the  futures
commission merchant through  which the  Fund entered into  the Futures  Contract
will  be made on a daily basis as the price of the underlying security, currency
or index fluctuates making the Futures Contract more or less valuable, a process
known as marking-to-market.
 
    RISKS OF  USING  FUTURES CONTRACTS.  The  prices of  Futures  Contracts  are
volatile  and  are influenced,  among other  things,  by actual  and anticipated
changes in  interest rates  and currency  exchange rates,  and in  stock  market
movements,  which  in turn  are  affected by  fiscal  and monetary  policies and
national and international political and economic events.
 
There is a risk  of imperfect correlation between  changes in prices of  Futures
Contracts  and prices  of the securities  or currencies in  the Fund's portfolio
being  hedged.  The   degree  of  imperfection   of  correlation  depends   upon
circumstances  such as: variations in speculative  market demand for Futures and
for securities or currencies, including technical influences in Futures trading;
and  differences  between  the  financial  instruments  being  hedged  and   the
instruments  underlying the standard Futures  Contracts available for trading. A
decision of whether,  when, and how  to hedge involves  skill and judgment,  and
even  a  well-conceived hedge  may  be unsuccessful  to  some degree  because of
unexpected market behavior or interest or currency rate trends.
 
Because of  the  low  margin  deposits required,  Futures  trading  involves  an
extremely  high  degree  of leverage.  As  a  result, a  relatively  small price
movement in a Futures Contract may result in immediate and substantial loss,  as
well  as gain, to the investor. For example,  if at the time of purchase, 10% of
the value  of the  Futures Contract  is deposited  as margin,  a subsequent  10%
decrease  in the value of  the Futures Contract would result  in a total loss of
the margin  deposit, before  any deduction  for the  transaction costs,  if  the
account  were then closed  out. A 15% decrease  would result in  a loss equal to
150% of the original  margin deposit, if the  Futures Contract were closed  out.
Thus, a purchase or sale of a Futures Contract may result in losses in excess of
the amount invested in the Futures Contract.
 
Most U.S. Futures exchanges limit the amount of fluctuation permitted in Futures
Contract and options on Futures Contract prices during a single trading day. The
daily  limit establishes the maximum amount that the price of a Futures Contract
or option may vary either up or down from the previous day's settlement price at
the end  of a  trading session.  Once  the daily  limit has  been reached  in  a
particular type of Futures Contract or option, no trades may be made on that day
at a price beyond that limit. The daily limit governs only price movement during
a  particular trading day and therefore does not limit potential losses, because
the limit may prevent the liquidation of unfavorable positions. Futures Contract
and option  prices  occasionally have  moved  to  the daily  limit  for  several
consecutive  trading days with  little or no  trading, thereby preventing prompt
liquidation of positions and subjecting some traders to substantial losses.
 
If the Fund were unable to liquidate a Futures or option on Futures position due
to the absence of a liquid secondary  market or the imposition of price  limits,
it  could incur  substantial losses.  The Fund would  continue to  be subject to
market risk with respect  to the position.  In addition, except  in the case  of
purchased  options,  the  Fund  would  continue to  be  required  to  make daily
variation margin payments and might be  required to maintain the position  being
hedged by the Future or option or to maintain cash or securities in a segregated
account.
 
Certain  characteristics  of the  Futures market  might  increase the  risk that
movements in the  prices of Futures  Contracts or options  on Futures might  not
correlate  perfectly  with  movements in  the  prices of  the  investments being
hedged. For example,  all participants  in the  Futures and  options on  Futures
markets  are subject to daily  variation margin calls and  might be compelled to
liquidate Futures  or  options on  Futures  positions whose  prices  are  moving
unfavorably  to avoid being  subject to further  calls. These liquidations could
increase price  volatility  of the  instruments  and distort  the  normal  price
relationship  between the Futures  or options and  the investments being hedged.
Also, because initial margin deposit requirements in the Futures market are less
onerous than  margin requirements  in  the securities  markets, there  might  be
increased   participation   by  speculators   in   the  Futures   markets.  This
participation  also  might  cause  temporary  price  distortions.  In  addition,
activities of large traders in both the Futures and securities markets involving
arbitrage,  "program trading"  and other  investment strategies  might result in
temporary price distortions.
 
                  Statement of Additional Information Page 10
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
OPTIONS ON FUTURES CONTRACTS
Options on Futures Contracts are similar to options on securities or  currencies
except that options on Futures Contracts give the purchaser the right, in return
for  the  premium paid,  to  assume a  position in  a  Futures Contract  (a long
position if the option is a call and a short position if the option is a put) at
a specified exercise price  at any time  during the period  of the option.  Upon
exercise  of the option, the  delivery of the Futures  position by the writer of
the option to the holder  of the option will be  accompanied by delivery of  the
accumulated balance in the writer's Futures margin account, which represents the
amount  by which the market price of  the Futures Contract, at exercise, exceeds
(in the case of  a call) or  is less than (in  the case of  a put) the  exercise
price  of the option on  the Futures Contract. If an  option is exercised on the
last trading day prior to the expiration date of the option, the settlement will
be made entirely in cash equal to  the difference between the exercise price  of
the  option and the  closing level of  the securities, currencies  or index upon
which the  Futures Contract  is  based on  the  expiration date.  Purchasers  of
options  who fail to exercise their options  prior to the exercise date suffer a
loss of the premium paid.
 
The purchase of  call options  on Futures  can serve as  a long  hedge, and  the
purchase  of put  options on Futures  can serve  as a short  hedge. Writing call
options on Futures can serve as a  limited short hedge, and writing put  options
on  Futures can serve as a limited long  hedge, using a strategy similar to that
used for writing options on securities, foreign currencies or indices.
 
If the Fund  writes an  option on  a Futures Contract,  it will  be required  to
deposit  initial and variation margin pursuant  to requirements similar to those
applicable to Futures Contracts. Premiums received from the writing of an option
on a Futures Contract are included in the initial margin deposit.
 
The Fund may seek to close out an option position by selling an option  covering
the  same Futures  Contract and  having the  same exercise  price and expiration
date. The  ability to  establish and  close  out positions  on such  options  is
subject to the maintenance of a liquid secondary market.
 
LIMITATIONS  ON  USE  OF FUTURES,  OPTIONS  ON  FUTURES AND  CERTAIN  OPTIONS ON
CURRENCIES
   
To the extent that  the Fund enters into  Futures Contracts, options on  Futures
Contracts,  and  options  on  foreign  currencies  traded  on  a  CFTC-regulated
exchange, in each case other than for BONA FIDE hedging purposes (as defined  by
the CFTC), the aggregate initial margin and premiums required to establish those
positions  (excluding the amount  by which options  are "in-the-money") will not
exceed 5% of the  liquidation value of the  Fund's portfolio, after taking  into
account  unrealized profits and unrealized losses  on any contracts the Fund has
entered into. In general, a call option on a Futures Contract is  "in-the-money"
if  the  value of  the  underlying Futures  Contract  exceeds the  strike, I.E.,
exercise,  price  of  the  call;  a   put  option  on  a  futures  contract   is
"in-the-money"  if the value  of the underlying Futures  Contract is exceeded by
the strike price of  the put. This  guideline may be  modified by the  Company's
Board  of Directors without  a shareholder vote. This  limitation does not limit
the percentage of the Fund's assets at risk to 5%.
    
 
FORWARD CONTRACTS
A Forward Contract is an obligation, usually arranged with a commercial bank  or
other  currency dealer, to purchase or  sell a currency against another currency
at a future date and  price as agreed upon by  the parties. The Fund either  may
accept or make delivery of the currency at the maturity of the Forward Contract.
The  Fund may also, if its contra party  agrees, prior to maturity, enter into a
closing transaction involving the purchase or sale of an offsetting contract.
 
The Fund engages  in forward  currency transactions  in anticipation  of, or  to
protect  itself against, fluctuations  in exchange rates. The  Fund might sell a
particular  foreign  currency  forward,  for   example,  when  it  holds   bonds
denominated  in a  foreign currency but  anticipates, and seeks  to be protected
against, a decline in the currency against the U.S. dollar. Similarly, the  Fund
might  sell the  U.S. dollar  forward when  it holds  bonds denominated  in U.S.
dollars but anticipates,  and seeks to  be protected against,  a decline in  the
U.S.  dollar relative  to other currencies.  Further, the Fund  might purchase a
currency forward  to "lock  in"  the price  of  securities denominated  in  that
currency that it anticipates purchasing.
 
   
Forward  Contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A Forward
Contract generally has no deposit requirement and no commissions are charged  at
any stage for trades. The Fund will enter into such Forward Contracts with major
U.S.  or foreign banks and securities or currency dealers in accordance with the
guidelines approved by the Company's Board of Directors.
    
 
The Fund  may enter  into  Forward Contracts  either  with respect  to  specific
transactions  or with  respect to  the Fund's  portfolio positions.  The precise
matching of the Forward  Contract amounts and the  value of specific  securities
generally  will not be possible  because the future value  of such securities in
foreign currencies will change as a consequence of market movements in the value
of those securities between  the date the Forward  Contract is entered into  and
the date it matures.
 
                  Statement of Additional Information Page 11
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
Accordingly,  it may  be necessary for  the Fund to  purchase additional foreign
currency on the spot (I.E., cash) market (and bear the expense of such purchase)
if the market value of the security is less than the amount of foreign  currency
the  Fund is obligated to deliver and if a decision is made to sell the security
and make delivery of  the foreign currency. Conversely,  it may be necessary  to
sell  on the spot market  some of the foreign currency  the Fund is obligated to
deliver. The projection  of short-term  currency market  movements is  extremely
difficult,  and the  successful execution  of a  short-term hedging  strategy is
highly uncertain. Forward Contracts involve  the risk that anticipated  currency
movements  will not be predicted accurately,  causing the Fund to sustain losses
on these contracts and transaction costs.
 
At or before the  maturity of a  Forward Contract requiring the  Fund to sell  a
currency,  the  Fund either  may  sell a  portfolio  security and  use  the sale
proceeds to make delivery of the currency or retain the security and offset  its
contractual  obligation to deliver the currency  by purchasing a second contract
pursuant to which  the Fund will  obtain, on  the same maturity  date, the  same
amount  of the currency that it is obligated to deliver. Similarly, the Fund may
close out a Forward  Contract requiring it to  purchase a specified currency  by
entering  into a second  contract, if its  contra party agrees,  entitling it to
sell the same  amount of the  same currency on  the maturity date  of the  first
contract.  The Fund would  realize a gain or  loss as a  result of entering into
such an offsetting Forward Contract under either circumstance to the extent  the
exchange  rate  or  rates  between the  currencies  involved  moved  between the
execution dates of the first contract and the offsetting contract.
 
The cost to the Fund of engaging  in Forward Contracts varies with factors  such
as  the currencies involved,  the length of  the contract period  and the market
conditions then prevailing. Because Forward  Contracts usually are entered  into
on  a principal basis, no  fees or commissions are  involved. The use of Forward
Contracts does  not  eliminate fluctuations  in  the prices  of  the  underlying
securities  the Fund owns or intends to acquire, but it does establish a rate of
exchange in advance. In addition, while Forward Contract sales limit the risk of
loss due to a decline in the value of the hedged currencies, they also limit any
potential gain that might result should the value of the currencies increase.
 
FOREIGN CURRENCY STRATEGIES -- SPECIAL CONSIDERATIONS
The Fund may use options on  foreign currencies, Futures on foreign  currencies,
options  on Futures on foreign currencies and Forward Contracts to hedge against
movements in the values of the foreign currencies in which the Fund's securities
are denominated. Such currency hedges can  protect against price movements in  a
security  that the  Fund owns  or intends  to acquire  that are  attributable to
changes in the value of the currency in which it is denominated. Such hedges  do
not,  however,  protect  against  price movements  in  the  securities  that are
attributable to other causes.
 
The Fund  might seek  to hedge  against changes  in the  value of  a  particular
currency  when no  Futures Contract, Forward  Contract or  option involving that
currency is available or  one of such contracts  is more expensive than  certain
other  contracts. In such cases,  the Fund may hedge  against price movements in
that currency  by entering  into a  contract on  another currency  or basket  of
currencies,  the values of  which the Sub-adviser believes  will have a positive
correlation to the value of the  currency being hedged. The risk that  movements
in  the price of the contract will not correlate perfectly with movements in the
price of the currency being hedged is magnified when this strategy is used.
 
The value of Futures Contracts, options on Futures Contracts, Forward  Contracts
and  options  on  foreign currencies  depends  on  the value  of  the underlying
currency relative  to the  U.S. dollar.  Because foreign  currency  transactions
occurring  in the  interbank market  might involve  substantially larger amounts
than those  involved in  the  use of  Futures  Contracts, Forward  Contracts  or
options,  a  Fund  could be  disadvantaged  by  dealing in  the  odd  lot market
(generally  consisting  of  transactions  of  less  than  $1  million)  for  the
underlying  foreign currencies at prices that  are less favorable than for round
lots.
 
There is no systematic reporting of last sale information for foreign currencies
or any  regulatory requirements  that quotations  available through  dealers  or
other market sources be firm or revised on a timely basis. Quotation information
generally  is representative of very large  transactions in the interbank market
and thus  might not  reflect  odd-lot transactions  where  rates might  be  less
favorable.   The   interbank  market   in  foreign   currencies  is   a  global,
round-the-clock market. To the  extent the U.S. options  or Futures markets  are
closed  while the markets for the underlying currencies remain open, significant
price and rate movements might take place in the underlying markets that  cannot
be  reflected in  the markets  for the Futures  contracts or  options until they
reopen.
 
Settlement of Futures Contracts, Forward Contracts and options involving foreign
currencies might  be required  to  take place  within  the country  issuing  the
underlying currency. Thus, the Fund might be required to accept or make delivery
of  the  underlying foreign  currency  in accordance  with  any U.S.  or foreign
regulations regarding the  maintenance of foreign  banking arrangements by  U.S.
residents  and might be required  to pay any fees,  taxes and charges associated
with such delivery assessed in the issuing country.
 
                  Statement of Additional Information Page 12
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
COVER
Transactions using Forward Contracts, Futures Contracts and options (other  than
options  purchased by  the Fund)  expose the  Fund to  an obligation  to another
party. The Fund will not enter into any such transactions unless it owns  either
(1)  an  offsetting ("covered")  position  in securities,  currencies,  or other
options, Forward Contracts or  Futures Contracts, or  (2) cash, receivables  and
short-term  debt securities with  a value sufficient  at all times  to cover its
potential obligations not covered as provided in (1) above. The Fund will comply
with SEC guidelines regarding cover for these instruments and, if the guidelines
so require, set aside cash or liquid securities.
 
Assets used as cover or  held in a segregated account  cannot be sold while  the
position  in the corresponding  Forward Contract, Futures  Contract or option is
open, unless they are replaced with other appropriate assets. If a large portion
of the Fund's assets are used for cover or otherwise set aside, it could  affect
portfolio  management or the Fund's ability to meet redemption requests or other
current obligations.
 
- --------------------------------------------------------------------------------
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
ILLIQUID SECURITIES
   
The Fund  may  invest up  to  15% of  its  net assets  in  illiquid  securities.
Securities  may  be considered  illiquid if  the  Fund cannot  reasonably expect
within seven days to sell the  securities for approximately the amount at  which
the Fund values such securities. The sale of illiquid securities, if they can be
sold  at all, generally  will require more  time and result  in higher brokerage
charges or dealer discounts and other  selling expenses than the sale of  liquid
securities, such as securities eligible for trading on U.S. securities exchanges
or in the over-the-counter markets. Moreover, restricted securities which may be
illiquid  for purposes  of this limitation,  often sell,  if at all,  at a price
lower than similar securities that are not subject to restrictions on resale.
    
 
Illiquid securities include those that are subject to restrictions contained  in
the  securities laws  of other  countries. However,  securities that  are freely
marketable in the country  where they are principally  traded, but would not  be
freely  marketable in the United States,  will not be considered illiquid. Where
registration is required, the Fund  may be obligated to pay  all or part of  the
registration  expenses and a considerable period  may elapse between the time of
the decision to sell and the time the  Fund may be permitted to sell a  security
under  an effective  registration statement. If,  during such  a period, adverse
market conditions were to develop, the Fund might obtain a less favorable  price
than prevailed when it decided to sell.
 
Not   all  restricted  securities   are  illiquid.  In   recent  years  a  large
institutional  market  has  developed  for  certain  securities  that  are   not
registered  under the Securities Act of 1933, as amended ("1933 Act"), including
private placements, repurchase agreements, commercial paper, foreign  securities
and corporate bonds and notes. These instruments are often restricted securities
because  the  securities are  sold in  transactions not  requiring registration.
Institutional investors generally will not seek to sell these instruments to the
general  public,  but  instead  will   often  depend  either  on  an   efficient
institutional market in which such unregistered securities can be readily resold
or  on an issuer's ability to honor  a demand for repayment. Therefore, the fact
that there are contractual or legal restrictions on resale to the general public
or certain institutions is not dispositive of the liquidity of such investments.
 
Rule 144A under the 1933 Act  establishes a "safe harbor" from the  registration
requirements  of the  1933 Act  for resales  of certain  securities to qualified
institutional buyers.  Institutional  markets  for  restricted  securities  have
developed  as a result of Rule 144A, providing both readily ascertainable values
for restricted securities and the ability to liquidate an investment to  satisfy
share redemption orders. Such markets include automated systems for the trading,
clearance  and  settlement of  unregistered securities  of domestic  and foreign
issuers, such as  the PORTAL  System sponsored  by the  National Association  of
Securities  Dealers,  Inc.  An insufficient  number  of  qualified institutional
buyers interested in purchasing Rule 144A-eligible restricted securities held by
a Fund,  however, could  affect adversely  the marketability  of such  portfolio
securities  and the Fund might be unable  to dispose of such securities promptly
or at favorable prices.
 
   
With respect  to  liquidity determinations  generally,  the Company's  Board  of
Directors  has  the  ultimate responsibility  for  determining  whether specific
securities, including restricted securities pursuant to Rule 144A under the 1933
Act, are liquid  or illiquid.  The Board has  delegated the  function of  making
day-to-day determinations of liquidity to the Sub-
    
 
                  Statement of Additional Information Page 13
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
   
adviser  in  accordance  with  procedures approved  by  the  Company's  Board of
Trustees. The Sub-adviser  takes into account  a number of  factors in  reaching
liquidity decisions, including, but not limited to: (i) the frequency of trading
in  the security; (ii) the  number of dealers who  make quotes for the security;
(iii) the  number  of dealers  who  have undertaken  to  make a  market  in  the
security;  (iv) the number of other potential  purchasers; and (v) the nature of
the security and  how trading is  effected (e.g.,  the time needed  to sell  the
security,  how  offers  are  solicited  and  the  mechanics  of  transfer).  The
Sub-adviser monitors the  liquidity of  securities in the  Fund's portfolio  and
periodically  reports  on  such decisions  to  the  Board of  Directors.  If the
liquidity percentage  restriction  of the  Fund  is  satisfied at  the  time  of
investment,  a later increase  in the percentage of  illiquid securities held by
the Fund resulting from a change in market value or assets will not constitute a
violation of that restriction.  If as a  result of a change  in market value  or
assets,  the percentage of illiquid securities  held by the Fund increases above
the applicable limit, the Sub-adviser will  take appropriate steps to bring  the
aggregate  amount of illiquid  assets back within  the prescribed limitations as
soon  as  reasonably  practicable,  taking  into  account  the  effect  of   any
disposition on the Fund.
    
 
FOREIGN SECURITIES
    POLITICAL,  SOCIAL AND ECONOMIC  RISKS. Investing in  securities of non-U.S.
companies may entail additional risks due to the potential political, social and
economic instability  of  certain  countries and  the  risks  of  expropriation,
nationalization,  confiscation  or  the imposition  of  restrictions  on foreign
investment, convertibility of currencies into  U.S. dollars and on  repatriation
of  capital invested.  In the  event of  such expropriation,  nationalization or
other confiscation by any country, the Fund could lose its entire investment  in
any such country.
 
    RELIGIOUS  AND ETHNIC INSTABILITY.  Certain countries in  which the Fund may
invest  may  have  groups  that  advocate  radical  religious  or  revolutionary
philosophies or support ethnic independence. Any disturbance on the part of such
individuals could carry the potential for widespread destruction or confiscation
of  property owned by individuals and entities foreign to such country and could
cause the loss of the Fund's investment in those countries. Instability may also
result from,  among  other things:  (i)  authoritarian governments  or  military
involvement  in  political and  economic  decision-making, including  changes in
government through extra-constitutional  means; (ii)  popular unrest  associated
with  demands for improved political, economic  and social conditions; and (iii)
hostile relations with  neighboring or other  countries. Such political,  social
and  economic instability could disrupt the principal financial markets in which
the Fund invests and adversely affect the value of the Fund's assets.
 
    FOREIGN  INVESTMENT  RESTRICTIONS.  Certain  countries  prohibit  or  impose
substantial  restrictions on investments in  their capital markets, particularly
their equity markets, by foreign entities  such as the Fund. These  restrictions
or  controls may at times limit or preclude investment in certain securities and
may increase the cost and expenses  of the Fund. For example, certain  countries
require prior governmental approval before investments by foreign persons may be
made,  or may limit the amount of  investment by foreign persons in a particular
company, or limit the investment by foreign persons to only a specific class  of
securities of a company that may have less advantageous terms than securities of
the company available for purchase by nationals. Moreover, the national policies
of  certain  countries  may  restrict  investment  opportunities  in  issuers or
industries deemed sensitive to national  interests. In addition, some  countries
require governmental approval for the repatriation of investment income, capital
or  the proceeds of securities sales by foreign investors. In addition, if there
is a deterioration in a  country's balance of payments  or for other reasons,  a
country  may impose restrictions on foreign capital remittances abroad. The Fund
could be adversely affected by  delays in, or a  refusal to grant, any  required
governmental  approval for repatriation, as well as  by the application to it of
other restrictions on investments.
 
    NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL
REGULATION. Foreign companies are subject to accounting, auditing and  financial
standards  and requirements that  differ in some  cases significantly from those
applicable to U.S. companies. In particular, the assets, liabilities and profits
appearing on the  financial statements  of such a  company may  not reflect  its
financial  position or results of operations in  the way they would be reflected
had such financial statements  been prepared in  accordance with U.S.  generally
accepted  accounting principles. Most of the foreign securities held by the Fund
will not be registered with  the SEC or regulators  of any foreign country,  nor
will  the issuers thereof be subject  to the SEC's reporting requirements. Thus,
there will  be less  available information  concerning most  foreign issuers  of
securities  held  by the  Fund  than is  available  concerning U.S.  issuers. In
instances where the financial statements of an issuer are not deemed to  reflect
accurately  the financial  situation of  the issuer,  the Sub-adviser  will take
appropriate steps to evaluate the proposed investment, which may include on-site
inspection of the issuer, interviews with its management and consultations  with
accountants, bankers and other specialists. There is substantially less publicly
available information about foreign companies than there are reports and ratings
published  about  U.S. companies  and the  U.S.  Government. In  addition, where
public information is available, it may  be less reliable than such  information
regarding  U.S.  issuers. Issuers  of  securities in  foreign  jurisdictions are
generally not  subject to  the same  degree of  regulation as  are U.S.  issuers
 
                  Statement of Additional Information Page 14
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
with  respect to  such matters as  restrictions on  market manipulation, insider
trading  rules,  shareholder  proxy   requirements  and  timely  disclosure   of
information.
 
    CURRENCY  FLUCTUATIONS. Because  the Fund, under  normal circumstances, will
invest a substantial portion  of its total assets  in the securities of  foreign
issuers which are denominated in foreign currencies, the strength or weakness of
the  U.S. dollar against  such foreign currencies  will account for  part of the
Fund's investment performance. A decline in the value of any particular currency
against the U.S. dollar  will cause a  decline in the U.S.  dollar value of  the
Fund's  holdings  of  securities  and cash  denominated  in  such  currency and,
therefore, will cause an overall decline in  the Fund's net asset value and  any
net  investment  income and  capital gains  derived from  such securities  to be
distributed in U.S. dollars to shareholders of the Fund. Moreover, if the  value
of  the foreign currencies in which the  Fund receives its income falls relative
to the  U.S.  dollar between  receipt  of the  income  and the  making  of  Fund
distributions, the Fund may be required to liquidate securities in order to make
distributions  if  the Fund  has  insufficient cash  in  U. S.  dollars  to meet
distribution requirements.
 
   
The rate of exchange between the U.S. dollar and other currencies is  determined
by  several factors including  the supply and  demand for particular currencies,
central bank efforts to support particular currencies, the movement of  interest
rates and the pace of business activity in certain other countries and the U.S.,
and other economic and financial conditions affecting the world economy.
    
 
Although  the Fund values  its assets daily  in terms of  U.S. dollars, the Fund
does not intend to convert its holdings of foreign currencies into U.S.  dollars
on a daily basis. The Fund will do so from time to time, and investors should be
aware  of the costs of currency conversion. Although foreign exchange dealers do
not charge  a  fee  for conversion,  they  do  realize a  profit  based  on  the
difference  ("spread") between the  prices at which they  are buying and selling
various currencies. Thus, a dealer may offer  to sell a foreign currency to  the
Fund  at one  rate, while  offering a  lesser rate  of exchange  should the Fund
desire to sell that currency to the dealer.
 
    ADVERSE MARKET CHARACTERISTICS.  Securities of many  foreign issuers may  be
less  liquid and their  prices more volatile than  securities of comparable U.S.
issuers. In  addition,  foreign securities  markets  and brokers  generally  are
subject  to less governmental  supervision and regulation than  in the U.S., and
foreign securities transactions usually are subject to fixed commissions,  which
generally  are  higher  than  negotiated commissions  on  U.S.  transactions. In
addition,  foreign  securities  transactions  may  be  subject  to  difficulties
associated  with the settlement of such transactions. Delays in settlement could
result in temporary periods when assets of the Fund are uninvested and no return
is earned thereon. The inability of the Fund to make intended security purchases
due  to  settlement   problems  could   cause  the  Fund   to  miss   attractive
opportunities.  Inability to dispose  of a portfolio  security due to settlement
problems either could result in losses to the Fund due to subsequent declines in
value of the portfolio security or, if  the Fund has entered into a contract  to
sell  the security,  could result  in possible  liability to  the purchaser. The
Sub-adviser will consider such difficulties  when determining the allocation  of
the  Fund's  assets,  although  the  Sub-adviser  does  not  believe  that  such
difficulties will have a material adverse effect on the Fund's portfolio trading
activities.
 
The Fund may  use foreign  custodians, which may  involve risks  in addition  to
those  related to the  use of U.S. custodians.  Such risks include uncertainties
relating to: (i) determining and  monitoring the financial strength,  reputation
and  standing of the foreign  custodian; (ii) maintaining appropriate safeguards
to protect the Funds' investments  and (iii) possible difficulties in  obtaining
and enforcing judgments against such custodians.
 
    WITHHOLDING TAXES. The Fund's net investment income from foreign issuers may
be  subject  to  withholding  taxes by  the  foreign  issuer's  country, thereby
reducing the Fund's  net investment  income or  delaying the  receipt of  income
where those taxes may be recaptured. See "Taxes."
 
    CONCENTRATION.  To the extent the Fund  invests a significant portion of its
assets in securities of issuers located in a particular country or region of the
world, it may be subject to greater risks and may experience greater  volatility
than a fund that is more broadly diversified geographically.
 
    SPECIAL  CONSIDERATIONS AFFECTING WESTERN  EUROPEAN COUNTRIES. The countries
that are members of the European Economic Community ("Common Market")  (Belgium,
Denmark,  France,  Germany,  Greece,  Ireland,  Italy,  Luxembourg, Netherlands,
Portugal, Spain, and the United  Kingdom) eliminated certain import tariffs  and
quotas  and  other trade  barriers with  respect  to one  another over  the past
several years. The  Sub-adviser believes that  this deregulation should  improve
the  prospects for  economic growth  in many  Western European  countries. Among
other things, the deregulation could  enable companies domiciled in one  country
to  avail  themselves  of lower  labor  costs  existing in  other  countries. In
addition, this deregulation could benefit companies domiciled in one country  by
opening  additional markets  for their  goods and  services in  other countries.
Since, however, it is not  clear what the exact form  or effect of these  Common
Market reforms
 
                  Statement of Additional Information Page 15
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
will be on business in Western Europe, it is impossible to predict the long-term
impact  of the implementation of  these programs on the  securities owned by the
Fund.
 
    SPECIAL CONSIDERATIONS  AFFECTING  RUSSIA AND  EASTERN  EUROPEAN  COUNTRIES.
Investing  in Russia  and Eastern European  countries involves a  high degree of
risk and special considerations not  typically associated with investing in  the
United  States securities markets, and  should be considered highly speculative.
Such risks include: (1)  delays in settling portfolio  transactions and risk  of
loss  arising out of the system of  share registration and custody; (2) the risk
that it may be impossible  or more difficult than  in other countries to  obtain
and/or  enforce a  judgement; (3) pervasiveness  of corruption and  crime in the
economic system; (4) currency exchange rate volatility and the lack of available
currency hedging instruments; (5) higher rates of inflation (including the  risk
of   social  unrest  associated  with   periods  of  hyper-inflation)  and  high
unemployment; (6) controls on foreign investment and local practices disfavoring
foreign investors and limitations on  repatriation of invested capital,  profits
and  dividends, and on  a fund's ability  to exchange local  currencies for U.S.
dollars; (7) political instability and social unrest and violence; (8) the  risk
that  the governments of Russia and Eastern European countries may decide not to
continue to support the economic reform programs implemented recently and  could
follow  radically different political and/or  economic policies to the detriment
of investors,  including non-market-oriented  policies such  as the  support  of
certain  industries at the expense of other sectors or investors, or a return to
the centrally planned economy that existed  when such countries had a  communist
form of government; (9) the financial condition of companies in these countries,
including large amounts of inter-company debt which may create a payments crisis
on a national scale; (10) dependency on exports and the corresponding importance
of  international trade; (11)  the risk that  the tax system  in these countries
will not  be reformed  to prevent  inconsistent, retroactive  and/or  exorbitant
taxation; and (12) the underdeveloped nature of the securities markets.
 
    SPECIAL CONSIDERATIONS AFFECTING JAPAN. Japan's economic growth has declined
significantly  since 1990. The general government position has deteriorated as a
result of weakening economic  growth and stimulative  measures taken to  support
economic  activity and to  restore financial stability.  Although the decline in
interest  rates  and  fiscal  stimulation   packages  have  helped  to   contain
recessionary  forces, uncertainties remain. Japan is also heavily dependent upon
international trade, so its  economy is especially  sensitive to trade  barriers
and  disputes.  Japan has  had difficult  relations  with its  trading partners,
particularly the United States, where the trade imbalance is the greatest. It is
possible that  trade sanctions  and other  protectionist measures  could  impact
Japan adversely in both the short and the long term.
 
The  common  stocks  of many  Japanese  companies trade  at  high price-earnings
ratios. Differences  in accounting  methods  make it  difficult to  compare  the
earnings  of  Japanese companies  with those  of  companies in  other countries,
especially in the  U.S. In  general, however, reported  net income  in Japan  is
understated  relative to  U.S. accounting standards  and this is  one reason why
price-earnings  ratios  of  the  stocks   of  Japanese  companies  have   tended
historically  to be  higher than  those for  U.S. stocks.  In addition, Japanese
companies have  tended to  have  higher growth  rates  than U.S.  companies  and
Japanese  interest rates  have generally  been lower than  in the  U.S., both of
which factors tend to result in  lower discount rates and higher  price-earnings
ratios in Japan than in the U.S.
 
The  Japanese securities  markets are  less regulated  than those  in the United
States. Evidence has emerged from time to time of distortion of market prices to
serve political or other purposes.  Shareholders' rights are not always  equally
enforced.  In addition, Japan's banking  industry is undergoing problems related
to bad loans and declining values in real estate.
 
    SPECIAL CONSIDERATIONS AFFECTING  PACIFIC REGION COUNTRIES.  Certain of  the
risks  associated with international investments  are heightened for investments
in Pacific region  countries. For  example, some  of the  currencies of  Pacific
region  countries  have experienced  steady  devaluations relative  to  the U.S.
dollar, and major  adjustments have been  made periodically in  certain of  such
currencies. Certain countries, such as India, face serious exchange constraints.
Jurisdictional  disputes  also exist  between South  Korea  and North  Korea. In
addition,  the  Fund  may  invest  in  Hong  Kong,  which  reverted  to  Chinese
Administration  on July  1, 1997.  Investments in  Hong Kong  may be  subject to
expropriation, national, nationalization or confiscation, in which case the Fund
could lose its  entire investment in  Hong Kong. In  addition, the reversion  of
Hong  Kong also presents a risk that the Hong Kong dollar will be devalued and a
risk of possible  loss of  investor confidence  in Hong  Kong's currency,  stock
market and assets.
 
    SPECIAL  CONSIDERATIONS  AFFECTING  LATIN  AMERICAN  COUNTRIES.  Most  Latin
American countries have experienced substantial,  and in some periods  extremely
high,  rates of  inflation for many  years. Inflation and  rapid fluctuations in
inflation rates have had and may continue  to have very negative effects on  the
economies  and securities markets  of certain Latin  American countries. Certain
Latin American countries are also among the largest debtors to commercial  banks
and foreign governments. At times certain Latin American countries have declared
moratoria on the payment of principal
 
                  Statement of Additional Information Page 16
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
and/or interest on external debt. In addition, certain Latin American securities
markets have experienced high volatility in recent years.
 
Latin  American countries may  also close certain sectors  of their economies to
equity investments  by foreigners.  Further  due to  the absence  of  securities
markets  and  publicly  owned corporations  and  due to  restrictions  on direct
investment by foreign entities,  investments may only be  made in certain  Latin
American   countries  solely   or  primarily   through  governmentally  approved
investment vehicles or companies.
 
Certain Latin American countries may have managed currencies that are maintained
at artificial levels to the U.S. dollar rather than at levels determined by  the
market.  This type  of system can  lead to  sudden and large  adjustments in the
currency which, in turn,  can have a disruptive  and negative effect on  foreign
investors.  For example, in late  1994, the value of  the Mexican peso lost more
than one-third of its value relative to the U.S. dollar.
 
    SPECIAL  CONSIDERATIONS  AFFECTING  EMERGING   MARKETS.  Investing  in   the
securities of companies in emerging markets may entail special risks relating to
potential  political and  economic instability  and the  risks of expropriation,
nationalization, confiscation  or  the  imposition of  restrictions  on  foreign
investment,  convertibility  into U.S.  dollars and  on repatriation  of capital
invested.  In  the  event  of  such  expropriation,  nationalization  or   other
confiscation  by any country, the  Fund could lose its  entire investment in any
such country.
 
Emerging securities  markets are  substantially  smaller, less  developed,  less
liquid  and more volatile than the major securities markets. The limited size of
emerging securities markets and limited trading value in issuers compared to the
volume of  trading in  U.S. securities  could  cause prices  to be  erratic  for
reasons  apart  from factors  that  affect the  quality  of the  securities. For
example, limited market size may cause prices to be unduly influenced by traders
who control  large  positions.  Adverse publicity  and  investors'  perceptions,
whether  or  not  based on  fundamental  analysis,  may decrease  the  value and
liquidity of portfolio  securities, especially  in these  markets. In  addition,
securities traded in certain emerging markets may be subject to risks due to the
inexperience  of financial intermediaries, a lack of modern technology, the lack
of a sufficient capital base to expand business operations, and the  possibility
of permanent or temporary termination of trading.
 
Settlement  mechanisms in emerging securities markets  may be less efficient and
reliable than in more developed markets.  In such emerging securities there  may
be share registration and delivery delays or failures.
 
Many emerging market countries have experienced substantial, and in some periods
extremely  high,  rates  of  inflation  for  many  years.  Inflation  and  rapid
fluctuations in inflation rates and corresponding currency devaluations have had
and may  continue to  have  negative effects  on  the economies  and  securities
markets of certain emerging market countries.
 
                  Statement of Additional Information Page 17
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                             INVESTMENT LIMITATIONS
 
- --------------------------------------------------------------------------------
 
The  Fund  has  adopted  the  following  investment  limitations  as fundamental
policies which (unless otherwise noted) may  not be changed without approval  by
the  holders of  the lesser  of (i) 67%  of the  Fund's shares  represented at a
meeting at which more  than 50% of the  outstanding shares are represented,  and
(ii) more than 50% of the outstanding shares. The Fund may not:
 
        (1)  Purchase any security if, as a result of that purchase, 25% or more
    of the Fund's total assets would be invested in securities of issuers having
    their principal business activities in  the same industry, except that  this
    limitation  does not  apply to securities  issued or guaranteed  by the U.S.
    government, its agencies or instrumentalities;
 
        (2) Purchase or sell real estate, except that investments in  securities
    of  issuers that  invest in  real estate  and investments  in mortgage-based
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the  Fund may exercise rights under  agreements relating to such securities,
    including the right to  enforce security interests and  to hold real  estate
    acquired  by  reason  of such  enforcement  until  that real  estate  can be
    liquidated in an orderly manner;
 
        (3) Engage in the business of underwriting securities of other  issuers,
    except  to the extent that the Fund might be considered an underwriter under
    the federal securities laws in connection with its disposition of  portfolio
    securities;
 
        (4)  Make loans, except through loans of portfolio securities or through
    repurchase agreements, provided  that for purposes  of this limitation,  the
    acquisition  of bonds, debentures, other  debt securities or instruments, or
    participations or  other interests  therein  and investments  in  government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan;
 
        (5)  Issue senior securities or borrow  money, except as permitted under
    the 1940 Act and then  not in excess of 33  1/3% of the Fund's total  assets
    (including   the  amount  borrowed  but   reduced  by  any  liabilities  not
    constituting borrowings) at the time of the borrowing, except that the  Fund
    may  borrow up to  an additional 5%  of its total  assets (not including the
    amount borrowed) for temporary or emergency purposes; or
 
        (6) Purchase or sell  physical commodities, but  the Fund may  purchase,
    sell  or  enter  into financial  operations  and futures,  forward  and spot
    currency contracts,  swap  transactions  and other  financial  contracts  or
    derivative instruments.
 
Notwithstanding any other investment policy of the Fund, the Fund may invest all
of   its  investable  assets  (cash,   securities  and  receivables  related  to
securities) in an  open-end management investment  company having  substantially
the same investment objective, policies and limitations as the Fund.
 
For  purposes of  the Fund's  concentration policy  contained in  limitation (1)
above, the Fund intends  to comply with the  SEC staff position that  securities
issued  or  guaranteed  as  to  principal and  interest  by  any  single foreign
government or any supranational organizations in the aggregate are considered to
be securities of issuers in the same industry.
 
The following operating policies  of the Fund are  not fundamental policies  and
may  be changed by vote  of the Company's Board  of Trustees without shareholder
approval. The Fund may not:
 
        (1) Invest in securities of an issuer if the investment would cause  the
    Fund to own more than 10% of any class of securities of any one issuer;
 
        (2)   Sell  securities  short,  except  to  the  extent  that  the  Fund
    contemporaneously owns or  has the right  to acquire at  no additional  cost
    securities identical to those sold short;
 
        (3)  Enter into a futures contract, an  option on a futures contract, or
    an option on foreign currency traded  on a CFTC-regulated exchange, in  each
    case  other than for BONA FIDE hedging purposes (as defined by the CFTC), if
    the aggregate initial margin and premiums required to establish all of those
    positions (excluding the amount by which options are "in-the-money") exceeds
    5% of  the liquidation  value of  the Fund's  portfolio, after  taking  into
    account  unrealized profits and unrealized losses  on any contracts the Fund
    has entered into;
 
                  Statement of Additional Information Page 18
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
   
        (4) Borrow money except for temporary or emergency purposes (other  than
    to meet redemptions). While borrowings exceed 5% of the Fund's total assets,
    the Fund will not make any additional investments;
    
 
        (5)  Purchase securities  on margin, provided  that the  Fund may obtain
    short-term credits as may  be necessary for the  clearance of purchases  and
    sales  of securities,  and further  provided that  the Fund  may make margin
    deposits in  connection  with its  use  of financial  options  and  futures,
    forward  and spot currency contracts,  swap transactions and other financial
    contracts or derivative instruments;
 
        (6) Purchase securities for which there is no readily available  market,
    or  enter into repurchase  agreements or purchase  time deposits maturing in
    more than seven days, or  purchase OTC options or  hold assets set aside  to
    cover OTC options written by the Fund, if immediately after and as a result,
    the  value of  such securities  would exceed, in  the aggregate,  15% of the
    Fund's net assets; or
 
        (7) Mortgage, pledge, or  hypothecate any of  its assets, provided  that
    this  shall not apply to  the transfer of securities  in connection with any
    permissible borrowing  or  to  collateral arrangements  in  connection  with
    permissible activities.
 
Investors should refer to the Prospectus for further information with respect to
the  Fund's investment objective, which may  not be changed without the approval
of the shareholders, and other investment policies, techniques and  limitations,
which may be changed without shareholder approval.
 
- --------------------------------------------------------------------------------
 
                             EXECUTION OF PORTFOLIO
                                  TRANSACTIONS
 
- --------------------------------------------------------------------------------
 
   
Subject  to  policies  established  by the  Company's  Board  of  Directors, the
Sub-adviser  is  responsible   for  the  execution   of  the  Fund's   portfolio
transactions  and the selection of  broker/dealers who execute such transactions
on behalf  of the  Fund. In  executing portfolio  transactions, the  Sub-adviser
seeks the best net results for the Fund, taking into account such factors as the
price  (including the applicable brokerage commission or dealer spread), size of
the order,  difficulty  of execution  and  operational facilities  of  the  firm
involved.  Although  the  Sub-adviser  generally  seeks  reasonably  competitive
commission rates and spreads, payment of the lowest commission or spread is  not
necessarily  consistent with the best net results.  While the Fund may engage in
soft dollar arrangements for research services, as described below, the Fund has
no obligation to deal with any  broker/dealer or group of broker/dealers in  the
execution of portfolio transactions.
    
 
Debt  securities generally are traded  on a "net" basis  with a dealer acting as
principal for its own account without a stated commission, although the price of
the security  usually  includes  a  profit  to  the  dealer.  U.S.  and  foreign
government  securities and money market instruments  generally are traded in the
OTC markets. In underwritten  offerings, securities usually  are purchased at  a
fixed  price which  includes an  amount of  compensation to  the underwriter. On
occasion, securities may be purchased directly from an issuer, in which case  no
commissions  or discounts  are paid.  Broker/dealers may  receive commissions on
futures, currency and options transactions.
 
Consistent with the interests of the Fund, the Sub-adviser may select brokers to
execute the Fund's  portfolio transactions,  on the  basis of  the research  and
brokerage  services they provide to the Sub-adviser  for its use in managing the
Fund and  its other  advisory  accounts. Such  services may  include  furnishing
analyses,  reports and  information concerning  issuers, industries, securities,
geographic  regions,  economic  factors  and  trends,  portfolio  strategy,  and
performance  of accounts;  and effecting securities  transactions and performing
functions incidental thereto  (such as clearance  and settlement). Research  and
brokerage  services received from  such brokers are  in addition to,  and not in
lieu of, the  services required  to be performed  by the  Sub-adviser under  the
investment  management and  administration contract.  A commission  paid to such
brokers may  be higher  than  that which  another  qualified broker  would  have
charged  for  effecting  the  same transaction,  provided  that  the Sub-adviser
determines in good faith that such  commission is reasonable in terms either  of
that  particular transaction or the overall responsibility of the Sub-adviser to
the Fund and its other clients and  that the total commissions paid by the  Fund
will  be reasonable in  relation to the  benefits received by  the Fund over the
long term. Research services may also be received from dealers who execute  Fund
transactions in OTC markets.
 
                  Statement of Additional Information Page 19
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
The  Sub-adviser may allocate brokerage  transactions to broker/dealers who have
entered into arrangements under which  the broker/dealer allocates a portion  of
the  commissions paid by the Fund toward payment of the Fund's expenses, such as
transfer agent and custodian fees.
 
Investment decisions for the Fund and  for other investment accounts managed  by
the  Sub-adviser  are made  independently of  each other  in light  of differing
conditions. However, the same investment  decision occasionally may be made  for
two  or more of  such accounts including  the Fund. In  such cases, simultaneous
transactions may occur.  Purchases or sales  are then allocated  as to price  or
amount  in a manner deemed fair and equitable to all accounts involved. While in
some cases this practice could have a detrimental effect upon the price or value
of the security as far as the Fund is concerned, in other cases, the Sub-adviser
believes that coordination and the ability to participate in volume transactions
will be beneficial to the Fund.
 
   
Under a policy adopted by the Company's  Board of Directors, and subject to  the
policy  of  obtaining  the best  net  results,  the Sub-adviser  may  consider a
broker/dealer's sale of the shares of the Fund and the other funds for which AIM
or the Sub-adviser serves as investment manager in selecting brokers and dealers
for the  execution of  portfolio  transactions. This  policy  does not  imply  a
commitment  to execute  portfolio transactions  through all  broker/dealers that
sell shares of the Fund and such other funds.
    
 
The  Fund   contemplates   purchasing   most  foreign   equity   securities   in
over-the-counter  markets or stock  exchanges located in  the countries in which
the respective principal offices  of the issuers of  the various securities  are
located,  if that is  the best available  market. The fixed  commissions paid in
connection with most such foreign  stock transactions generally are higher  than
negotiated  commissions on United  States transactions. There  generally is less
government supervision and  regulation of  foreign stock  exchanges and  brokers
than in the United States. Foreign security settlements may in some instances be
subject to delays and related administrative uncertainties.
 
Foreign  equity securities may  be held by the  Fund in the  form of ADRs, ADSs,
EDRs, CDRs or securities convertible into foreign equity securities. ADRs, ADSs,
EDRs and CDRs may be listed on stock exchanges, or traded in the OTC markets  in
the  United States or  Europe, as the  case may be.  ADRs, like other securities
traded in the United States, will be subject to negotiated commission rates. The
foreign and domestic debt securities and  money market instruments in which  the
Fund may invest generally are traded in the OTC markets.
 
The Fund contemplates that, consistent with the policy of obtaining the best net
results,  brokerage transactions may be conducted through certain companies that
are affiliated with AIM or the Sub-adviser. The Company's Board of Trustees  has
adopted  procedures in conformity with  Rule 17e-1 under the  1940 Act to ensure
that all brokerage commissions paid to  such affiliates are reasonable and  fair
in  the context of the market in which they are operating. Any such transactions
will  be  effected  and  related  compensation  paid  only  in  accordance  with
applicable SEC regulations.
 
For  the fiscal  years ended  October 31,  1997, 1996,  and 1995,  the Fund paid
aggregate  brokerage   commissions   of   $463,307,   $257,953   and   $318,958,
respectively.  For the fiscal  years ended October  31, 1996 and  1997, the Fund
paid to  LGT  Bank  in  Liechtenstein, AG,  an  "affiliated"  broker,  aggregate
brokerage  commissions of  $16,898 and  $12,262, respectively,  for transactions
involving purchases and  sales of portfolio  securities which represented  6.55%
and  2.65% respectively, of the total brokerage commissions paid by the Fund and
5.69% and 2.94%, respectively,  of the aggregate  dollar amount of  transactions
involving payment of commissions by the Fund.
 
PORTFOLIO TRADING AND TURNOVER
The  Fund engages in  portfolio trading when the  Sub-adviser has concluded that
the sale of a security owned by the Fund and/or the purchase of another security
of better value can enhance principal and/or increase income. A security may  be
sold  to avoid  any prospective decline  in market  value, or a  security may be
purchased  in  anticipation  of  a  market  rise.  Consistent  with  the  Fund's
investment  objective, a  security also  may be  sold and  a comparable security
purchased coincidentally in order to take advantage of what is believed to be  a
disparity in the normal yield and price relationship between the two securities.
Although the Fund does not intend generally to trade for short-term profits, the
securities  in the Fund's portfolio will be sold whenever management believes it
is appropriate to  do so,  without regard  to the  length of  time a  particular
security  may have been held. Portfolio  turnover rate is calculated by dividing
the lesser of sales or purchases  of portfolio securities by the Fund's  average
month-end  portfolio  values  excluding  short-term  investments.  The portfolio
turnover rate will not be a limiting factor when the Sub-adviser deems portfolio
changes appropriate. Higher portfolio turnover involves correspondingly  greater
brokerage  commissions  and  other transaction  costs  that the  Fund  will bear
directly, and  may result  in the  realization  of net  capital gains  that  are
taxable  when distributed to the Fund's shareholders. For the fiscal years ended
October 31, 1997 and 1996, the Fund's portfolio turnover rates were 50% and 39%,
respectively.
 
                  Statement of Additional Information Page 20
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
   
                            DIRECTORS AND EXECUTIVE
                                    OFFICERS
    
 
- --------------------------------------------------------------------------------
 
   
The Company's Directors and Executive Officers are listed below.
    
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE               PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                      EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------  ------------------------------------------------------------------------------------------
<S>                                      <C>
William J. Guilfoyle*, 39                Mr. Guilfoyle is President, GT Global, Inc. ("GT Global") since 1995; Director, GT Global
Director, Chairman of the Board and      since 1991; Senior Vice President and Director of Sales and Marketing, GT Global from May
President                                1992 to April 1995; Vice President and Director of Marketing, GT Global from 1987 to 1992;
50 California Street                     Director, Liechtenstein Global Trust AG (holding company of the various international LGT
San Francisco, CA 94111                  companies) Advisory Board since January 1996; Director, G.T. Global Insurance Agency
                                         ("G.T. Insurance") since 1996; President and Chief Executive Officer, G.T. Insurance since
                                         1995; Senior Vice President and Director, Sales and Marketing, G.T. Insurance from April
                                         1995 to November 1995; Senior Vice President, Retail Marketing, G.T. Insurance from 1992
                                         to 1993. Mr. Guilfoyle is also a trustee of each of the other investment companies
                                         registered under the 1940 Act that is sub-advised or sub-administered by the Sub-adviser.
 
C. Derek Anderson, 57                    Mr. Anderson is President, Plantagenet Capital Management, LLC (an investment
Director                                 partnership); Chief Executive Officer, Plantagenet Holdings, Ltd. (an investment banking
220 Sansome Street                       firm); Director, Anderson Capital Management, Inc. since 1988; Director, PremiumWear, Inc.
Suite 400                                (formerly Munsingwear, Inc.) (a casual apparel company) and Director, "R" Homes, Inc. and
San Francisco, CA 94104                  various other companies. Mr. Anderson is also a trustee of each of the other investment
                                         companies registered under the 1940 Act that is sub-advised or sub-administered by the
                                         Sub-adviser.
 
Frank S. Bayley, 58                      Mr. Bayley is a partner of the law firm of Baker & McKenzie, and serves as a Director and
Director                                 Chairman of C.D. Stimson Company (a private investment company). Mr. Bayley is also a
Two Embarcadero Center                   trustee of each of the other investment companies registered under the 1940 Act that is
Suite 2400                               sub-advised or sub- administered by the Sub-adviser.
San Francisco, CA 94111
 
Arthur C. Patterson, 54                  Mr. Patterson is Managing Partner of Accel Partners (a venture capital firm). He also
Director                                 serves as a director of Viasoft and PageMart, Inc. (both public software companies), as
428 University Avenue                    well as several other privately held software and communications companies. Mr. Patterson
Palo Alto, CA 94301                      is also a trustee of each of the other investment companies registered under the 1940 Act
                                         that is sub-advised or sub-administered by the Sub-adviser.
 
Ruth H. Quigley, 63                      Miss Quigley is a private investor. From 1984 to 1986, she was President of Quigley
Director                                 Friedlander & Co., Inc. (a financial advisory services firm). Miss Quigley is also a
1055 California Street                   trustee of each of the other investment companies registered under the 1940 Act that is
San Francisco, CA 94108                  sub-advised or sub-administered by the Sub-adviser.
</TABLE>
    
 
- --------------
*  Mr. Guilfoyle is an "interested person" of the Company as defined by the 1940
Act due to his affiliation with the Sub-adviser.
 
                  Statement of Additional Information Page 21
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE               PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                      EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------  ------------------------------------------------------------------------------------------
<S>                                      <C>
John J. Arthur+, 53                      Director, Senior Vice President and Treasurer, A I M Advisors, Inc.; Vice President and
Vice President                           Treasurer, A I M Management Group Inc., A I M Capital Management, Inc., A I M
                                         Distributors, Inc., A I M Fund Services, Inc. and Fund Management Company.
 
Kenneth W. Chancey, 52                   Senior Vice President -- Mutual Fund Accounting, the Sub-adviser since 1997; Vice
Vice President and                       President -- Mutual Fund Accounting, the Sub-adviser from 1992 to 1997.
Principal Accounting Officer
50 California Street
San Francisco, CA 94111
 
Melville B. Cox, 54                      Vice President and Chief Compliance Officer, A I M Advisors, Inc., A I M Capital
Vice President                           Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund Management
                                         Company.
 
Gary T. Crum, 50                         Director and President, A I M Capital Management, Inc.; Director and Senior Vice
Vice President                           President, A I M Management Group Inc. and A I M Advisors, Inc.; and Director, A I M
                                         Distributors, Inc. and AMVESCAP PLC.
 
Robert H Graham, 51                      Director, President and Chief Executive Officer, A I M Management Group Inc.; Director and
Vice President                           President, A I M Advisors, Inc.; Director and Senior Vice President, A I M Capital
                                         Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund Management
                                         Company; Director, AMVESCAP PLC; Chairman of the Board of Directors and President, INVESCO
                                         Holdings Canada Inc.; and Director, AIM Funds Group Canada Inc. and INVESCO G.P. Canada
                                         Inc.
 
Helge K. Lee, 52                         Chief Legal and Compliance Officer -- North America, the Sub-adviser since October 1997;
Vice President                           Executive Vice President of the Asset Management Division of Liechtenstein Global Trust
50 California Street                     since October 1996; Senior Vice President, General Counsel and Secretary of LGT Asset
San Francisco, CA 94111                  Management, Inc., INVESCO (NY), Inc., GT Global, GT Global Investor Services, Inc. and
                                         G.T. Insurance from May 1994 to October 1996; Senior Vice President, General Counsel and
                                         Secretary of Strong/Corneliuson Management, Inc. and Secretary of each of the Strong Funds
                                         from October 1991 through May 1994.
 
Carol F. Relihan+, 43                    Director, Senior Vice President, General Counsel and Secretary, A I M Advisors, Inc.; Vice
Vice President                           President, General Counsel and Secretary, A I M Management Group Inc.; Director, Vice
                                         President and General Counsel, Fund Management Company; Vice President and General
                                         Counsel, A I M Fund Services, Inc.; and Vice President, A I M Capital Management, Inc. and
                                         A I M Distributors, Inc.
 
Dana R. Sutton, 39                       Vice President and Fund Controller, A I M Advisors, Inc.; and Assistant Vice President and
Vice President and Assistant             Assistant Treasurer, Fund Management Company.
Treasurer
</TABLE>
    
 
- --------------
   
*  Mr. Arthur and Ms. Relihan are married to each other.
    
 
                  Statement of Additional Information Page 22
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
   
The  Board of Directors has a Nominating  and Audit Committee, comprised of Miss
Quigley and Messrs.  Anderson, Bayley  and Patterson, which  is responsible  for
nominating  persons to serve  as Directors, reviewing audits  of the Company and
its funds  and recommending  firms  to serve  as  independent auditors  for  the
Company. Each of the Directors and Officers of the Company is also a Director or
Trustee,  and Officer of AIM Investment  Portfolios, AIM Floating Rate Fund, AIM
Series Trust, AIM Growth  Series and a  Trustee of AIM  Eastern Europe Fund,  GT
Global  Variable Investment Trust, GT  Global Variable Investment Series, Global
High Income Portfolio, Floating Rate Portfolio and Global Investment  Portfolio,
which are also registered investment companies advised by AIM and sub-advised by
the  Sub-adviser or  an affiliate thereof.  Each Director,  Trustee, and Officer
serves in  total  as a  Director,  Trustee,  and Officer,  respectively,  of  12
registered  investment companies with  47 series managed  or administered by AIM
and sub-advised or sub-administered by the Sub-adviser. Each Director who is not
a director, officer or employee of the Sub-adviser or any affiliated company  is
paid aggregate fees of $5,000 a year, plus $300 per Fund for each meeting of the
Board  attended, and reimbursed travel and other expenses incurred in connection
with attendance  at  such meetings.  Other  Directors and  Officers  receive  no
compensation  or expense  reimbursement from  the Company.  For the  fiscal year
ended October  31,  1997, Mr.  Anderson,  Mr.  Bayley, Mr.  Patterson  and  Miss
Quigley,  who are  not directors,  officers or  employees of  the Sub-adviser or
other affiliated  company,  received  total compensation  of  $38,650,  $38,650,
$27,850  and  $38,650,  respectively,  from the  Company  for  their  service as
Directors. For the fiscal year ended October 31, 1997 Mr. Anderson, Mr.  Bayley,
Mr.  Patterson and Miss Quigley, who are not directors, officers or employees of
the Sub-adviser or any other affiliated company, received total compensation  of
$117,304,  $114,386,  $88,350 and  $111,688,  respectively, from  the investment
companies managed or administered by AIM and sub-advised or sub-administered  by
the  Sub-adviser for which he  or she serves as a  Director or Trustee. Fees and
expenses disbursed to the Directors contained  no accrued or payable pension  or
retirement  benefits. As of  May 7, 1998,  the Officers and  Directors and their
families as a group owned in the  aggregate beneficially or of record less  than
1%  of the outstanding shares of the Fund  or of all the Company's series in the
aggregate.
    
 
                  Statement of Additional Information Page 23
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
   
AIM  serves  as  the  Fund's  investment  manager  and  administrator  under  an
investment   management  and  administration  contract  ("Management  Contract")
between the Company and AIM. The Sub-adviser serves as the sub-adviser and  sub-
administrator  to the Fund under  a Sub-Advisory and Sub-Administration Contract
between AIM and  the Sub-adviser ("Sub-Management  Contract," and together  with
the Management Contract, the "Management Contracts"). As investment managers and
administrators,  AIM and the  Sub-adviser make all  investment decisions for the
Fund and  administer  the  Fund's  affairs. Among  other  things,  AIM  and  the
Sub-adviser furnish the services and pay the compensation and travel expenses of
persons  who  perform the  executive,  administrative, clerical  and bookkeeping
functions of  the Company  and  the Fund,  and  provide suitable  office  space,
necessary small office equipment and utilities.
    
 
   
The  Management Contracts may  be renewed for one-year  terms, provided that any
such renewal  has been  specifically  approved at  least  annually by:  (i)  the
Company's  Board  of  Trustees, or  by  the vote  of  a majority  of  the Fund's
outstanding voting securities (as defined in the 1940 Act), and (ii) a  majority
of  Trustees  who are  not parties  to the  Management Contracts  or "interested
persons" of any such  party (as defined in  the 1940 Act), cast  in person at  a
meeting  called  for  the  specific  purpose of  voting  on  such  approval. The
Management Contracts provide that with respect to the Fund, the Company or  each
of AIM or the Sub-adviser may terminate the Management Contracts without penalty
upon   sixty   days'  written   notice.   The  Management   Contracts  terminate
automatically in the event of their assignment (as defined in the 1940 Act).
    
 
The  following  table  discloses  the   amount  of  investment  management   and
administration  fees paid by the Fund to  the Sub-adviser during the Fund's last
three fiscal years:
 
   
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,                                                                                      AMOUNT PAID
- ---------------------------------------------------------------------------------------------------------  -------------
<S>                                                                                                        <C>
1997.....................................................................................................  $   6,900,695
1996.....................................................................................................  $   6,282,438
1995.....................................................................................................  $   6,301,399
</TABLE>
    
 
DISTRIBUTION SERVICES
   
The Fund's  Advisor Class  shares are  offered continuously  through the  Fund's
principal  underwriter and  distributor, AIM  Distributors, on  a "best efforts"
basis  pursuant  to  a  distribution  contract  between  the  Company  and   AIM
Distributors  without a  front-end sales charge  or a  contingent deferred sales
charge.
    
 
TRANSFER AGENCY AND ACCOUNTING AGENCY SERVICES
The Transfer  Agent  has  been  retained by  the  Fund  to  perform  shareholder
servicing,  reporting and  general transfer  agent functions  for the  Fund. For
these services, the Transfer Agent receives 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.
The Transfer Agent also is reimbursed by the Fund for its out-of-pocket expenses
for such  items as  postage,  forms, telephone  charges, stationery  and  office
supplies. The Sub-adviser serves as the Fund's pricing and accounting agent. For
the  fiscal years ended October 31, 1997, October 31, 1996 and October 31, 1995,
the Fund paid accounting services fees to the Sub-adviser of $183,323,  $162,035
and $40,735, respectively.
 
EXPENSES OF THE FUND
The Fund pays all expenses not assumed by AIM, the Sub-adviser, AIM Distributors
and  other  agents.  These  expenses  include,  in  addition  to  the  advisory,
distribution, transfer agency, pricing and accounting agency and brokerage  fees
discussed  above,  legal and  audit expenses,  custodian fees,  directors' fees,
organizational  fees,  fidelity  bond  and  other  insurance  premiums,   taxes,
extraordinary  expenses and  the expenses  of reports  and prospectuses  sent to
existing investors.  The allocation  of general  Company expenses  and  expenses
shared  among the Fund  and other funds  organized as series  of the Company are
allocated on  a basis  deemed fair  and equitable,  which may  be based  on  the
relative  net assets  of the Fund  or the  nature of the  services performed and
relative applicability to  the Fund. Expenditures,  including costs incurred  in
connection  with  the  purchase  or  sale  of  portfolio  securities,  which are
capitalized  in  accordance  with   generally  accepted  accounting   principles
applicable  to investment companies, are accounted  for as capital items and not
as expenses. The ratio of the Fund's expenses to its relative net assets can  be
expected  to be  higher than  the expense  ratios of  funds investing  solely in
domestic securities,  since  the cost  of  maintaining the  custody  of  foreign
securities and the rate of investment management fees paid by the Fund generally
are higher than the comparable expenses of such other funds.
 
                  Statement of Additional Information Page 24
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                            VALUATION OF FUND SHARES
 
- --------------------------------------------------------------------------------
 
   
As  described in the Prospectus,  the Fund's net asset  value per share for each
class of shares is determined  at the close of regular  trading on the New  York
Stock  Exchange  ("NYSE") (currently  4:00  p.m. Eastern  Time,  unless weather,
equipment failure or  other factors contribute  to an earlier  closing time)  on
each  business day the NYSE is open  for business. Currently, the NYSE is closed
on weekends and on certain days  relating to the following holidays: New  Year's
Day,  Martin  Luther  King  Day, President's  Day,  Good  Friday,  Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
    
 
The Fund's portfolio securities and other assets are valued as follows:
 
Equity securities, including  ADRs, ADSs, GDRs,  and EDRs, which  are traded  on
stock  exchanges, are valued  at the last sale  price on the  exchange or in 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
the Sub-adviser to be the primary market.
 
Long-term  debt obligations are valued at  the mean of representative quoted bid
and asked prices for such  securities or, if such  prices are not available,  at
prices  for securities of  comparable maturity, quality  and type; however, when
the Sub-adviser deems it appropriate, prices  obtained for the day of  valuation
from  a bond pricing service will  be used. Short-term investments are amortized
to maturity  based on  their cost,  adjusted for  foreign exchange  translation,
provided such valuations represent fair value.
 
Options  on indices, securities and currencies  purchased by the Fund are valued
at their last bid  price in the case  of listed options or,  in the case of  OTC
options,  at the average of  the last bid prices  obtained from dealers unless a
quotation from only one  dealer is available, in  which case only that  dealer's
price  will be used. The value of  each security denominated in a currency other
than U.S. dollars will be translated into U.S. dollars at the prevailing  market
rate  as determined by the  Sub-adviser on that day.  When market quotations for
futures and options  on futures held  by the Fund  are readily available,  those
positions will be valued based upon such quotations.
 
Securities  and  other  assets  for  which  market  quotations  are  not readily
available (including restricted securities which  are subject to limitations  as
to  their sale) are valued at fair value as determined in good faith by or under
the direction  of the  Company's  Board of  Trustees. The  valuation  procedures
applied  in any specific instance are likely to vary from case to case. However,
consideration generally is  given to the  financial position of  the issuer  and
other  fundamental analytical data relating to  the investment and to the nature
of the restrictions on disposition of the securities (including any registration
expenses that might be borne by  the Fund in connection with such  disposition).
In addition, specific factors also generally are considered, such as the cost of
the  investment, the  market value  of any  unrestricted securities  of the same
class (both at the time of purchase and  at the time of valuation), the size  of
the  holding, the prices  of any recent  transactions or offers  with respect to
such securities and any available analysts' reports regarding the issuer.
 
The fair value  of any  other assets  is added to  the value  of all  securities
positions  to  arrive  at the  value  of  the Fund's  total  assets.  The Fund's
liabilities, including  accruals  for  expenses, are  deducted  from  its  total
assets.  Once the total  value of the  Fund's net assets  is so determined, that
value is  then divided  by the  total number  of shares  outstanding  (excluding
treasury  shares), and the result, rounded to  the nearer cent, is the net asset
value per share.
 
Any assets or liabilities initially expressed in terms of foreign currencies are
translated into U.S. dollars at the official exchange rate or at the mean of the
current bid and  asked prices of  such currencies against  the U.S. dollar  last
quoted  by a major  bank that is  a regular participant  in the foreign exchange
market or on the basis of a  pricing service that takes into account the  quotes
provided  by a  number of such  major banks.  If none of  these alternatives are
available, or none are deemed to provide a suitable methodology for converting a
foreign currency into U.S. dollars, the  Board of Trustees, in good faith,  will
establish a conversion rate for such currency.
 
European,  Far Eastern, or Latin American  securities trading may not take place
on all days on which the NYSE is open. Further, trading takes place in  Japanese
markets on certain Saturdays and in various foreign markets on days on which the
 
                  Statement of Additional Information Page 25
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
NYSE is not open. In addition, trading in securities on European and Far Eastern
securities  exchanges and  OTC markets  generally is  completed well  before the
close of the  business day  in New York.  Consequently, the  calculation of  the
Fund's   net  asset  value  may  not   take  place  contemporaneously  with  the
determination of the prices of securities held by the Fund. Events affecting the
values of portfolio  securities that  occur between  the time  their prices  are
determined and the close of regular trading on the NYSE will not be reflected in
the  Fund's net asset value unless the Sub-adviser, under the supervision of the
Company's  Board  of  Trustees,  determines  that  the  particular  event  would
materially  affect net asset value. As a  result, the Fund's net asset value may
be significantly affected  by such  trading on  days when  a shareholder  cannot
purchase or redeem shares of the Fund.
 
- --------------------------------------------------------------------------------
 
                         INFORMATION RELATING TO SALES
                                AND REDEMPTIONS
 
- --------------------------------------------------------------------------------
 
PAYMENT AND TERMS OF OFFERING
Payment  for Advisor Class shares purchased should accompany the purchase order,
or funds should be wired to the  Transfer Agent as described in the  Prospectus.
Payment  for Fund shares, other than by wire  transfer, must be made by check or
money order drawn on a U.S. bank. Checks or money orders must be payable in U.S.
dollars.
 
   
As a condition of this offering, if an order to purchase either class of  shares
is  cancelled due to  nonpayment (for example,  because a check  is returned for
insufficient funds), the person who made  the order will be responsible for  any
loss  incurred by the Fund by reason of such cancellation, and if such purchaser
is a shareholder, the Fund shall have the authority as agent of the  shareholder
to redeem shares in his or her account at their then-current net asset value per
share  to reimburse  the Fund  for the  loss incurred.  Investors whose purchase
orders have been  cancelled due  to nonpayment  may be  prohibited from  placing
future orders.
    
 
   
The  Fund  reserves the  right  at any  time to  waive  or increase  the minimum
requirements applicable to initial or subsequent investments with respect to any
person or class of persons.  An order to purchase shares  is not binding on  the
Fund  until it  has been confirmed  in writing  by the Transfer  Agent (or other
arrangements made with the Fund, in  the case of orders utilizing wire  transfer
of funds, as described above) and payment has been received. To protect existing
shareholders,  the Fund reserves the right to reject any offer for a purchase of
shares by any individual.
    
 
INDIVIDUAL RETIREMENT ACCOUNTS ("IRAS") AND OTHER TAX-DEFERRED PLANS
 
   
IRAS: If you have earned income from employment (including self-employment), you
can contribute each year to an IRA up  to the lesser of (1) $2,000 for  yourself
or  $4,000  for  you and  your  spouse,  regardless of  whether  your  spouse is
employed, or (2) 100% of compensation. Some  individuals may be able to take  an
income tax deduction for the contribution. Regular contributions may not be made
for  the year  you become 70  1/2 or  thereafter. Unless your  and your spouse's
earnings exceed  a certain  level, you  also may  establish an  "Education  IRA"
and/or  a "Roth  IRA." Although  contributions to  these new  types of  IRAs are
nondeductible,  withdrawals   from  them   will   be  tax-free   under   certain
circumstances.  Please  consult  your  tax  adviser  for  more  information. IRA
applications are available from brokers or AIM Distributors.
    
 
ROLLOVER IRAS: Individuals who  receive distributions from qualified  retirement
plans  (other than  required distributions) and  who wish to  keep their savings
growing tax-deferred  can  roll  over  (or make  a  direct  transfer  of)  their
distribution  to a  Rollover IRA. These  accounts can also  receive rollovers or
transfers from an existing  IRA. If an "eligible  rollover distribution" from  a
qualified  employer-sponsored retirement plan is not  directly rolled over to an
IRA (or  certain  qualified plans),  withholding  at the  rate  of 20%  will  be
required  for federal income tax purposes.  A distribution from a qualified plan
that is not an "eligible  rollover distribution," including a distribution  that
is  one of series of substantially equal periodic payments, generally is subject
to regular wage withholding or withholding at the rate of 10% (depending on  the
type  and  amount  of  the  distribution), unless  you  elect  not  to  have any
withholding apply. Please consult your tax adviser for more information.
 
                  Statement of Additional Information Page 26
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
SEP-IRAS: Simplified  employee  pension  plans ("SEPs"  or  "SEP-IRAs")  provide
self-employed  individuals (and any eligible employees) with benefits similar to
Keogh plans (I.E.,  self-employed individual retirement  plans) or Code  Section
401(k)   plans,  but  with  fewer   administrative  requirements  and  therefore
potentially lower annual administration expenses.
 
CODE SECTION 403(B)(7) CUSTODIAL ACCOUNTS: Employees of public schools and  most
other  tax-exempt organizations can make  pre-tax salary reduction contributions
to these accounts.
 
PROFIT-SHARING  (INCLUDING   SECTION   401(K))  AND   MONEY   PURCHASE   PENSION
PLANS:  Corporations  and other  employers can  sponsor these  qualified defined
contribution plans  for  their employees.  A  Section  401(k) plan,  a  type  of
profit-sharing  plan, additionally permits the eligible, participating employees
to make  pre-tax salary  reduction  contributions to  the  plan (up  to  certain
limits).
 
SIMPLE  PLANS: Employers with  no more than  100 employees that  do not maintain
another retirement  plan  may  establish  a Savings  Incentive  Match  Plan  for
Employees  ("SIMPLE") either  as separate  IRAs or as  part of  a Section 401(k)
plan. SIMPLEs are not  subject to the  complicated nondiscrimination rules  that
generally apply to qualified retirement plans.
 
EXCHANGES BETWEEN FUNDS
   
Advisor  Class shares of the  Fund may be exchanged  for Advisor Class shares of
the corresponding  class of  other Funds  based on  their respective  net  asset
values  without imposition of any sales  charges, provided that the registration
remains identical. The exchange privilege is not an option or right to  purchase
shares  but is  permitted under  the current  policies of  the respective AIM/GT
Funds. The privilege may be discontinued or changed at any time by any of  those
funds  upon sixty days'  written notice to  the shareholders of  the fund and is
available only  in  states  where  the exchange  may  be  made  legally.  Before
purchasing  shares through the exercise of the exchange privilege, a shareholder
should obtain and read a copy of the prospectus of the fund to be purchased  and
should consider the investment objective(s).
    
 
TELEPHONE REDEMPTIONS
A  corporation or partnership  wishing to utilize  telephone redemption services
must submit a "Corporate Resolution" or "Certificate of Partnership"  indicating
the names, titles and the required number of signatures of persons authorized to
act  on  its  behalf.  The  certificate must  be  signed  by  a  duly authorized
officer(s) and,  in  the case  of  a corporation,  the  corporate seal  must  be
affixed. All shareholders may request that redemption proceeds be transmitted by
bank  wire upon request directly to the shareholder's predesignated account at a
domestic bank or savings institution, if  the proceeds are at least $500.  Costs
in  connection with the administration of  this service, including wire charges,
currently are borne by the  Fund. Proceeds of less than  $500 will be mailed  to
the  shareholder's registered address of record. The Fund and the Transfer Agent
reserve the right to refuse any  telephone instructions and may discontinue  the
aforementioned redemption options upon fifteen days' written notice.
 
SUSPENSION OF REDEMPTION PRIVILEGES
The  Fund may suspend redemption privileges or  postpone the date of payment for
more than seven days after a redemption order is received during any period  (1)
when  the NYSE is closed  other than customary weekend  and holiday closings, or
trading on the NYSE is restricted as directed by the SEC, (2) when an  emergency
exists, as defined by the SEC, which makes it not reasonably practicable for the
Fund  to dispose of securities  owned by it or fairly  to determine the value of
its assets, or (3) as the SEC may otherwise permit.
 
REDEMPTIONS IN KIND
   
It is possible  that conditions  may arise  in the  future which  would, in  the
opinion  of the Company's Board of Trustees, make it undesirable for the Fund to
pay for all redemptions in cash. In such cases, the Board may authorize  payment
to  be made  in portfolio  securities or other  property of  the Fund, so-called
"redemptions in kind." Payment  of redemptions in kind  will be made in  readily
marketable  securities.  Such  securities  would be  valued  at  the  same value
assigned to  them in  computing  the net  asset  value per  share.  Shareholders
receiving  such  securities  would incur  brokerage  costs in  selling  any such
securities so received. However,  despite the foregoing,  the Company has  filed
with  the SEC an election pursuant to Rule  18f-1 under the 1940 Act. This means
that the  Fund  will  pay in  cash  all  requests for  redemption  made  by  any
shareholder of record, limited in amount with respect to each shareholder during
any  ninety-day period to the lesser of $250,000 or 1% of the net asset value of
the Fund at the beginning of such  period. This election will be irrevocable  so
long  as Rule 18f-1 remains in effect,  unless the SEC by order upon application
permits the withdrawal of such election.
    
 
                  Statement of Additional Information Page 27
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                                     TAXES
 
- --------------------------------------------------------------------------------
 
GENERAL
To continue to qualify for treatment  as a regulated investment company  ("RIC")
under  the  Code, as  amended  (the "Code"),  the  Fund must  distribute  to its
shareholders for  each taxable  year  at least  90%  of its  investment  company
taxable  income (consisting generally  of net investment  income, net short-term
capital  gain  and  net  gains  from  certain  foreign  currency   transactions)
("Distribution  Requirement")  and  must meet  several  additional requirements.
These requirements include the following: (1) the Fund must derive at least  90%
of  its gross income  each taxable year from  dividends, interest, payments with
respect to securities  loans and  gains from the  sale or  other disposition  of
securities or foreign currencies, or other income (including gains from options,
Futures  or Forward Contracts) derived with respect to its business of investing
in securities or those  currencies ("Income Requirement"); (2)  at the close  of
each  quarter of the Fund's taxable year, at least 50% of the value of its total
assets must be represented by cash  and cash items, U.S. government  securities,
securities  of  other RICs  and other  securities,  with these  other securities
limited, in respect of any one issuer, to  an amount that does not exceed 5%  of
the  value of the Fund's total assets and  that does not represent more than 10%
of the issuer's  outstanding voting  securities; and (3)  at the  close of  each
quarter  of the Fund's taxable year, not more than 25% of the value of its total
assets may be invested in securities  (other than U.S. government securities  or
the securities of other RICs) of any one issuer.
 
Dividends  and  other distributions  declared  by the  Fund  in, and  payable to
shareholders of record as  of a date  in, October, November  or December of  any
year  will  be  deemed  to have  been  paid  by  the Fund  and  received  by the
shareholders on December 31 of  that year if the  distributions are paid by  the
Fund  during  the following  January. Accordingly,  those distributions  will be
taxed to shareholders for the year in which that December 31 falls.
 
A portion of  the dividends from  the Fund's investment  company taxable  income
(whether  paid in cash or  reinvested in additional shares)  may be eligible for
the dividends-received deduction allowed  to corporations. The eligible  portion
may  not  exceed  the  aggregate  dividends  received  by  the  Fund  from  U.S.
corporations.  However,  dividends  received  by  a  corporate  shareholder  and
deducted  by  it  pursuant  to  the  dividends-received  deduction  are  subject
indirectly to the alternative minimum tax.
 
If Fund shares are sold at a loss  after being held for six months or less,  the
loss  will be treated as  long-term, instead of short-term,  capital loss to the
extent of any  capital gain  distributions received on  those shares.  Investors
also should be aware that if shares are purchased shortly before the record date
for  any dividend or other distribution, the shareholder will pay full price for
the shares and receive some portion of the price back as a taxable distribution.
 
The Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to  the
extent  it fails to distribute by the end of any calendar year substantially all
of its  ordinary income  for  that year  and capital  gain  net income  for  the
one-year period ending on October 31 of that year plus certain other amounts.
 
FOREIGN TAXES
Dividends  and interest received by the Fund, and gains realized thereby, may be
subject to income, withholding or other  taxes imposed by foreign countries  and
U.S.  possessions ("foreign  taxes") that  would reduce  the yield  and/or total
return on  its securities.  Tax conventions  between certain  countries and  the
United  States may reduce or eliminate  foreign taxes, however, and many foreign
countries do not  impose taxes  on capital gains  in respect  of investments  by
foreign  investors. If more than 50% of the  value of the Fund's total assets at
the close of its  taxable year consists of  securities of foreign  corporations,
the  Fund  will be  eligible to,  and may,  file an  election with  the Internal
Revenue Service that  will enable its  shareholders, in effect,  to receive  the
benefit  of the foreign tax credit with respect to any foreign taxes paid by it.
Pursuant to the election, the Fund would treat those taxes as dividends paid  to
its  shareholders and each shareholder would be required to (1) include in gross
income, and treat as paid by him, his share of those taxes, (2) treat his  share
of  those taxes and of any dividend paid by the Fund that represents income from
foreign and U.S. possessions  sources as his own  income from those sources  and
(3)  either deduct the taxes deemed paid  by him in computing his taxable income
or, alternatively, use the foregoing information in calculating the foreign  tax
credit  against his federal income tax. The Fund will report to its shareholders
shortly after each taxable  year their respective shares  of the Fund's  foreign
taxes and income from sources
 
                  Statement of Additional Information Page 28
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
within,  foreign  countries  and U.S.  possessions  if it  makes  this election.
Pursuant to the Taxpayer Relief Act of 1997 ("Tax Act"), individuals who have no
more than $300 ($600 for married  persons filing jointly) of creditable  foreign
taxes included on Form 1099 and all of whose foreign source income is "qualified
passive  income" may elect each year to be exempt from the extremely complicated
foreign tax credit limitation  and will be  able to claim  a foreign tax  credit
without having to file the detailed Form 1116 that otherwise is required.
 
PASSIVE FOREIGN INVESTMENT COMPANIES
The  Fund  may invest  in the  stock of  "passive foreign  investment companies"
("PFICs"). A PFIC is a foreign  corporation -- other than a "controlled  foreign
corporation"  (I.E.,  a foreign  corporation  in which,  on  any day  during its
taxable year,  more than  50% of  the total  voting power  of all  voting  stock
therein  or the total value of all  stock therein is owned, directly, indirectly
or constructively, by  "U.S. shareholders,"  defined as U.S.  persons that  own,
directly, indirectly or constructively, at least 10% of that voting power) as to
which  the Fund is a U.S. shareholder  (effective for its taxable year beginning
November 1, 1998) -- that, in general, meets either of the following tests:  (1)
at least 75% of its gross income is passive or (2) an average of at least 50% of
its  assets produce, or  are held for  the production of,  passive income. Under
certain circumstances,  the Fund  will be  subject to  federal income  tax on  a
portion  of any  "excess distribution"  received on,  or of  any gains  from the
disposition of,  stock of  a PFIC  (collectively "PFIC  income"), plus  interest
thereon,  even if the Fund distributed the  PFIC income as a taxable dividend to
its shareholders. The balance of the PFIC income will be included in the  Fund's
investment  company taxable income and, accordingly,  will not be taxable to the
Fund to the extent it distributes that income to its shareholders.
 
If the Fund  invests in  a PFIC and  elects to  treat the PFIC  as a  "qualified
electing  fund"  ("QEF"),  then  in  lieu  of  the  foregoing  tax  and interest
obligation, the Fund would be  required to include in  income each year its  pro
rata share of the QEF's ordinary earnings and net capital gain (I.E., the excess
of  net long-term capital gain  over net short-term capital  loss) -- which most
likely would have  to be  distributed by the  Fund to  satisfy the  Distribution
Requirement and avoid imposition of the Excise Tax -- even if those earnings and
gain  were not received by the  Fund from the QEF. In  most instances it will be
very difficult, if  not impossible,  to make  this election  because of  certain
requirements thereof.
 
Effective for its taxable year beginning November 1, 1998, the Fund may elect to
"mark  to market" its  stock in any PFIC.  "Marking-to-Market," in this context,
means including in ordinary income each taxable year the excess, if any, of  the
fair  market value of the stock over the Fund's adjusted basis therein as of the
end of that year.  Pursuant to the  election, the Fund also  will be allowed  to
deduct  (as an ordinary, not capital, loss)  the excess, if any, of its adjusted
basis in  PFIC stock  over  the fair  market value  thereof  as of  the  taxable
year-end, but only to the extent of any net mark-to-market gains with respect to
that  stock included in income  by the Fund for  prior taxable years. The Fund's
adjusted basis in each PFIC's stock subject to the election will be adjusted  to
reflect  the  amounts  of  income  included  and  deductions  taken  thereunder.
Regulations proposed in 1992  would provide a similar  election with respect  to
the stock of certain PFICs.
 
NON-U.S. SHAREHOLDERS
Dividends  paid by the Fund to a shareholder  who, as to the United States, is a
nonresident alien individual, nonresident alien fiduciary of a trust or  estate,
foreign  corporation  or foreign  partnership ("foreign  shareholder") generally
will be subject to U.S. withholding tax (at a rate of 30% or lower treaty rate).
Withholding will not apply, however, to a dividend paid by the Fund to a foreign
shareholder that is "effectively connected with  the conduct of a U.S. trade  or
business,"  in which case the  reporting and withholding requirements applicable
to domestic shareholders will apply. A  distribution of net capital gain by  the
Fund  to a foreign shareholder generally will  be subject to U.S. federal income
tax (at the rates  applicable to domestic persons)  only if the distribution  is
"effectively  connected" or  the foreign  shareholder is  treated as  a resident
alien individual for federal income tax purposes.
 
OPTIONS, FUTURES AND FOREIGN CURRENCY TRANSACTIONS
The Fund's use of hedging transactions, such as selling (writing) and purchasing
options and Futures and entering into Forward Contracts, involves complex  rules
that  will determine, for federal income tax purposes, the amount, character and
timing of recognition of  the gains and losses  the Fund realizes in  connection
therewith.  Gains  from the  disposition of  foreign currencies  (except certain
gains that  may be  excluded by  future regulations),  and gains  from  options,
Futures  and Forward Contracts derived by the  Fund with respect to its business
of investing in securities  or foreign currencies,  will qualify as  permissible
income under the Income Requirement.
 
Futures  and Forward  Contracts that  are subject  to section  1256 of  the Code
(other  than  those  that  are  part  of  a  "mixed  straddle")  ("Section  1256
Contracts")  and  that are  held by  the Fund  at  the end  of its  taxable year
generally will be deemed to  have been sold at  market value for federal  income
tax  purposes. Sixty percent of any net  gain or loss recognized on these deemed
sales, and 60% of any net gain or loss realized from any actual sales of Section
1256 Contracts,  will be  treated as  long-term capital  gain or  loss, and  the
balance  will be treated as  short-term capital gain or loss.  As of the date of
 
                  Statement of Additional Information Page 29
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
preparation of  this Statement  of Additional  Information, it  is not  entirely
clear whether that 60% portion will qualify for the reduced maximum tax rates on
net  capital gain enacted  by the Tax Act  -- 20% (10% for  taxpayers in the 15%
marginal tax bracket) for gain recognized  on capital assets held for more  than
18  months -- instead of  the 28% rate in  effect before that legislation, which
now applies to gain recognized on capital assets held for more than one year but
not more than 18  months, although technical  corrections legislation passed  by
the House of Representatives late in 1997 would treat it as qualifying therefor.
 
Section  988 of the Code also may apply to gains and losses from transactions in
foreign currencies,  foreign-currency-denominated debt  securities and  options,
Futures  and Forward  Contracts on foreign  currencies ("Section  988" gains and
losses). Each Section  988 gain  or loss  generally is  computed separately  and
treated as ordinary income or loss. In the case of overlap between sections 1256
and  988, special provisions  determine the character and  timing of any income,
gain or loss. The Fund attempts to monitor section 988 transactions to  minimize
any adverse tax impact.
 
If  the Fund has  an "appreciated financial position"  -- generally, an interest
(including an interest through an option,  Futures or Forward Contract or  short
sale) with respect to any stock, debt instrument (other than "straight debt") or
partnership  interest the fair market value  of which exceeds its adjusted basis
- -- and enters into  a "constructive sale" of  the same or substantially  similar
property,  the Fund will be treated as  having made an actual sale thereof, with
the result  that gain  will be  recognized  at that  time. A  constructive  sale
generally consists of a short sale, an offsetting notional principal contract or
Futures  or Forward Contract entered  into by the Fund  or a related person with
respect to  the same  or substantially  similar property.  In addition,  if  the
appreciated  financial  position is  itself  a short  sale  or such  a contract,
acquisition of the underlying property or substantially similar property will be
deemed a constructive sale.
 
The foregoing  is a  general  and abbreviated  summary  of certain  federal  tax
considerations  affecting the Fund and its  shareholders. Investors are urged to
consult their own tax advisers for more detailed information and for information
regarding any  foreign,  state  and  local  taxes  applicable  to  distributions
received from the Fund.
 
- --------------------------------------------------------------------------------
 
                             ADDITIONAL INFORMATION
 
- --------------------------------------------------------------------------------
 
   
AIM  was organized in 1976, and along  with its subsidiaries, manages or advises
approximately 90 investment  company portfolios  encompassing a  broad range  of
investment  objectives.  AIM is  a  direct, wholly  owned  subsidiary of  A  I M
Management Group  Inc.  ("AIM Management"),  a  holding company  that  has  been
engaged  in  the  financial  services  business  since  1976.  AIM  is  the sole
shareholder  of  the  Funds'   principal  underwriter,  AIM  Distributors.   AIM
Management is an indirect wholly owned subsidiary of AMVESCAP PLC, 11 Devonshire
Square,  London, EC2M  4YR, England.  AMVESCAP PLC  and its  subsidiaries are an
independent investment management group that  has a significant presence in  the
institutional  and retail segment of the investment management industry in North
America and Europe, and a growing presence in Asia.
    
 
CUSTODIAN
State Street  Bank and  Trust  Company ("State  Street"), 225  Franklin  Street,
Boston,  MA  02110, acts  as custodian  of  the Fund's  assets. State  Street is
authorized to  establish  and  has  established  separate  accounts  in  foreign
currencies  and to cause securities of the  Fund to be held in separate accounts
outside the United States in the custody of non-U.S. banks.
 
INDEPENDENT ACCOUNTANTS
   
The Fund's independent accountants are Coopers & Lybrand L.L.P., One Post Office
Square, Boston, MA 02109. Coopers &  Lybrand L.L.P. conducts an annual audit  of
the  Fund, assists in the preparation of the Fund's federal and state income tax
returns and consults with the Company and the Fund as to matters of  accounting,
regulatory filings, and federal and state income taxation.
    
 
   
The  audited financial statements  of the Company included  in this Statement of
Additional Information have been examined by Coopers & Lybrand L.L.P. as  stated
in their opinion appearing herein and are included in reliance upon such opinion
given upon the authority of that firm as experts in accounting and auditing.
    
 
   
NAME
    
   
Prior  to May 29, 1998, the  Fund operated under the name  of GT Global Growth &
Income Fund.
    
 
                  Statement of Additional Information Page 30
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
                               INVESTMENT RESULTS
 
- --------------------------------------------------------------------------------
 
STANDARDIZED RETURNS
   
The Fund's "Standardized Returns," as referred to in the Prospectus (see  "Other
Information  --  Performance  Information" in  the  Prospectus),  are calculated
separately for  Class  A and  Advisor  Class shares  of  the Fund,  as  follows:
Standardized Return (average annual total return ("T")) is computed by using the
ending  redeeming value ("ERV")  of a hypothetical  initial investment of $1,000
("P") over  a  period of  years  ("n") according  to  the following  formula  as
required  by the SEC: P(1+T) to the (n)th power = ERV. The following assumptions
will be reflected in computations made in accordance with this formula: (1)  for
Class  A shares, deduction of the maximum  sales charge of 5.50% from the $1,000
initial investment; (2) for Advisor Class shares, deduction of a sales charge is
not applicable; (3)  reinvestment of  dividends and other  distributions at  net
asset  value  on the  reinvestment  date determined  by  the Company's  Board of
Trustees; and (4) a complete redemption at the end of any period illustrated.
    
 
The Standardized Returns for the Class A  and Advisor Class shares of the  Fund,
stated as average annualized total returns, for the periods shown, were:
 
   
<TABLE>
<CAPTION>
                                                                                              GROWTH AND        GROWTH AND
                                                                                              INCOME FUND       INCOME FUND
PERIOD                                                                                         (CLASS A)      (ADVISOR CLASS)
- ------------------------------------------------------------------------------------------  ---------------  -----------------
<S>                                                                                         <C>              <C>
Fiscal year ended Oct. 31, 1997...........................................................         12.46%            19.23%
Oct. 31, 1992 through Oct. 31, 1997.......................................................         12.49%              n/a
June 1, 1995 (commencement of operations) through Oct. 31, 1997...........................           n/a             16.63%
Sept. 25, 1990 (commencement of operations) through Oct. 31, 1997.........................         11.82%              n/a
</TABLE>
    
 
NON-STANDARDIZED RETURNS
In   addition  to   Standardized  Returns,   the  Fund   may  also   include  in
advertisements, sales  literature and  shareholder  reports other  total  return
performance   data  ("Non-Standardized  Return").   Non-Standardized  Return  is
calculated separately for Class A, Class B and Advisor Class shares of the  Fund
and  may be calculated according to several different formulas. Non-Standardized
Returns may  be  quoted  for  the  same or  different  time  periods  for  which
Standardized  Returns are quoted.  Non-Standardized Returns may  or may not take
sales charges  into  account; performance  data  calculated without  taking  the
effect  of sales  charges into  account will be  higher than  data including the
effect of such charges. Advisor Class shares are not subject to sales charges.
 
Aggregate Non-Standardized Return ("T") is computed by using the ending value of
the account  ("VOA")  of  a  hypothetical initial  investment  of  $1,000  ("P")
according  to  the  following formula:  T=(VOA/P)-1.  Aggregate Non-Standardized
Return assumes reinvestment of dividends and other distributions.
 
The aggregate Non-Standardized Returns (not  taking sales charges into  account)
for  the Class A and Advisor Class shares of the Fund, stated as aggregate total
returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                                                              GROWTH AND        GROWTH AND
                                                                                              INCOME FUND       INCOME FUND
PERIOD                                                                                         (CLASS A)      (ADVISOR CLASS)
- ------------------------------------------------------------------------------------------  ---------------  -----------------
<S>                                                                                         <C>              <C>
June 1, 1995 (commencement of operations) through Oct. 31, 1997...........................           n/a             45.09%
Sept. 25, 1990 (commencement of operations) through Oct. 31, 1997.........................        133.95%              n/a
</TABLE>
 
IMPORTANT POINTS TO NOTE ABOUT DATA RELATING TO WORLD EQUITY AND BOND MARKETS
The Fund and  AIM Distributors may  from time to  time in advertisements,  sales
literature and reports furnished to present or prospective shareholders, compare
the Fund with the following, among others:
 
        (1)  The Consumer Price Index ("CPI"), which is a measure of the average
    change in prices over time  in a fixed market  basket of goods and  services
    (e.g.,  food, clothing,  shelter, fuels,  transportation fares,  charges for
    doctors' and dentists' services, prescription medicines, and other goods and
    services that people  buy for  day-to-day living). There  is inflation  risk
    which does not affect a security's value but its purchasing power, i.e., the
    risk of changing price levels in the economy that affects security prices or
    the price of goods and services.
 
                  Statement of Additional Information Page 31
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
        (2)  Data and mutual fund rankings and comparisons published or prepared
    by  Lipper  Analytical  Data  Services,  Inc.  ("Lipper"),  CDA/Wiesenberger
    Investment   Company   Services   ("CDA/Wiesenberger"),   Morningstar,  Inc.
    ("Morningstar"), Micropal,  Inc. and/or  other  companies that  rank  and/or
    compare  mutual funds by overall performance, investment objectives, assets,
    expense levels, periods of existence  and/or other factors. In this  regard,
    the  Fund  may  be  compared  to its  "peer  group"  as  defined  by Lipper,
    CDA/Wiesenberger, Morningstar  and/or  other  firms, as  applicable,  or  to
    specific  funds or  groups of  funds within or  outside of  such peer group.
    Lipper generally  ranks  funds  on  the  basis  of  total  return,  assuming
    reinvestment of distributions, but does not take sales charges or redemption
    fees into consideration, and is prepared without regard to tax consequences.
    In  addition  to the  mutual fund  rankings, the  Fund's performance  may be
    compared to mutual fund performance indices prepared by Lipper.  Morningstar
    is a mutual fund rating service that also rates mutual funds on the basis of
    risk-adjusted  performance. Morningstar ratings are calculated from a fund's
    three, five  and  ten  year  average annual  returns  with  appropriate  fee
    adjustments and a risk factor that reflects fund performance relative to the
    three-month  U.S. Treasury bill monthly returns. Ten percent of the funds in
    an investment category receive five stars and 22.5% receive four stars.  The
    ratings are subject to change each month.
 
        (3)  Bear  Stearns Foreign  Bond  Index, which  provides  simple average
    returns for individual countries and gross national product ("GNP") weighted
    index, beginning in 1975.  The returns are broken  down by local market  and
    currency.
 
        (4)  Ibbotson  Associates  International Bond  Index,  which  provides a
    detailed breakdown of local market and currency returns since 1960.
 
        (5) Standard & Poor's 500 Composite Stock Price Index, which is a widely
    recognized index  composed of  the  capitalization-weighted average  of  the
    price of 500 of the largest publicly traded stocks in the U.S.
 
        (6) Dow Jones Industrial Average.
 
        (7) CNBC/Financial News Composite Index.
 
        (8) Morgan Stanley Capital International World Indices, including, among
    others, the Morgan Stanley Capital International Europe, Australia, Far East
    Index  ("EAFE Index").  The EAFE  index is an  unmanaged index  of more than
    1,000 companies in Europe, Australia and the Far East.
 
        (9) Morgan Stanley  Capital International All  Country (AC) World  index
    ("MSCI").  The  MSCI is  a broad,  unmanaged index  of global  stock prices,
    currently comprising 2,500 different issuers,  located in 47 countries,  and
    grouped in 38 separate industries.
 
       (10)  Salomon Brothers World  Government Bond Index  and Salomon Brothers
    World Government Bond Index-Non-U.S., each of  which is a widely used  index
    composed of world government bonds.
 
       (11)  The  World  Bank  Publication  of  Trends  in  Developing Countries
    ("TIDE") which provides brief reports on most of the World Bank's  borrowing
    members.  The World  Development Report is  published annually  and looks at
    global  and  regional  economic  trends  and  their  implications  for   the
    developing economies.
 
       (12)  Salomon Brothers Global Telecommunications Index, which is composed
    of telecommunications companies in the developing and emerging countries.
 
       (13) Datastream  and Worldscope,  each of  which is  an on-line  database
    retrieval  service  for information,  including international  financial and
    economic data.
 
       (14)  International  Financial  Statistics,  which  is  produced  by  the
    International Monetary Fund.
 
       (15)  Various publications and reports produced by the World Bank and its
    affiliates.
 
       (16) Various publications from the International Bank for  Reconstruction
    and Development.
 
       (17)  Various publications produced  by ratings agencies  such as Moody's
    Investors Service, Inc. ("Moody's"),  Standard & Poor's,  a division of  The
    McGraw-Hill Companies, Inc. ("S&P") and Fitch.
 
       (18)  Wilshire Associates which is  an on-line database for international
    financial and economic data including  performance measure for a wide  range
    of securities.
 
       (19)  Bank Rate National Monitor Index, which is an average of the quoted
    rates for 100 leading banks and thrifts in ten U.S. cities.
 
                  Statement of Additional Information Page 32
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
       (20) International  Finance  Corporation ("IFC")  Emerging  Markets  Data
    Base,  which  provides  detailed statistics  on  stock and  bond  markets in
    developing countries.
 
       (21) Various publications from the Organization for Economic  Cooperation
    and Development ("OECD").
 
       (22)  Average of  savings accounts,  which is a  measure of  all kinds of
    savings deposits, including longer-term certificates. Savings accounts offer
    a guaranteed rate  of return on  principal, but no  opportunity for  capital
    growth.  During a  portion of  the period,  the maximum  rates paid  on some
    savings deposits were fixed by law.
 
Indices, economic and  financial data  prepared by the  research departments  of
various financial organizations such as Salomon Brothers, Inc., Lehman Brothers,
Merrill  Lynch, Pierce, Fenner & Smith, Inc., Financial Research Corporation, J.
P. Morgan,  Morgan  Stanley,  Smith  Barney,  Shearson,  S.G.  Warburg,  Jardine
Flemming,  The  Bank  for  International  Settlements,  Asian  Development Bank,
Bloomberg, L.P.  and Ibbotson  Associates may  be used  as well  as  information
reported  by the  Federal Reserve  and the  respective Central  Banks of various
nations. In addition, AIM Distributors may use performance rankings, ratings and
commentary reported periodically in  national financial publications,  including
Money  Magazine, Mutual Fund  Magazine, Smart Money,  Global Finance, EuroMoney,
Financial World, Forbes, Fortune, Business Week, Latin Finance, The Wall  Street
Journal,  Emerging  Markets  Weekly,  Kiplinger's  Guide  To  Personal  Finance,
Barron's, The  Financial Times,  USA  Today, The  New  York Times,  Far  Eastern
Economic  Review, The  Economist and  Investors Business  Digest. Each  Fund may
compare its performance to that of  other compilations or indices of  comparable
quality  to those listed above and other  indices that may be developed and made
available in the future.
 
Information  relating  to   foreign  market   performance,  capitalization   and
diversification  is based on sources believed to  be reliable but may be subject
to revision  and  has  not  been  independently verified  by  the  Fund  or  AIM
Distributors.  The  authors  and  publishers  of such  material  are  not  to be
considered as "experts" under the 1933 Act, on account of the inclusion of  such
information herein.
 
A  portion of the performance  figures for each market  includes the positive or
negative effects of the currency exchange rates effective at December 31 of each
year between the U.S. dollar and currency of the foreign market (e.g.,  Japanese
Yen,  German Deutschemark  and Hong  Kong Dollar).  A foreign  currency that has
strengthened or weakened against the  U.S. dollar will positively or  negatively
affect the reported returns, as the case may be.
 
AIM  Distributors  believes that  this information  may  be useful  to investors
considering whether and to  what extent to  diversify their investments  through
the purchase of mutual funds investing in securities on a global basis. However,
this data is not a representation of the past performance of the Fund, nor is it
a  prediction of such performance. The performance  of the Fund will differ from
the historical performance of relevant indices. The performance of indices  does
not  take  expenses  into  account,  while  the  Fund  incurs  expenses  in  its
operations, which will reduce performance. Each of these factors will cause  the
performance of the Fund to differ from relevant indices.
 
   
From  time to  time, the Fund  and AIM Distributors  may refer to  the number of
shareholders in the Fund or the aggregate  number of shareholders in all AIM  or
the dollar amount of Fund assets under management or rankings by DALBAR Surveys,
Inc. in advertising materials.
    
 
AIM  Distributors believes the  Fund is an  appropriate investment for long-term
investment  goals  including  funding   retirement,  paying  for  education   or
purchasing  a house. AIM  Distributors may provide  information designed to help
individuals understand  their investment  goals  and explore  various  financial
strategies.  For example,  AIM Distributors  may describe  general principles of
investing, such as  asset allocation,  diversification and  risk tolerance.  The
Fund  does not represent a complete  investment program and the investors should
consider the  Fund as  appropriate for  a portion  of their  overall  investment
portfolio with regard to their long-term investment goals. There is no assurance
that any such information will lead to achieving these goals or guarantee future
results.
 
   
From  time to time, AIM Distributors may refer to or advertise the names of U.S.
and non-U.S. companies and  their products, although there  can be no  assurance
that any AIM Fund may own the securities of these companies.
    
 
Ibbotson  Associates  of  Chicago,  Illinois  ("Ibbotson")  provides  historical
returns of the capital  markets in the United  States, including common  stocks,
small   capitalization  stocks,  long-term  corporate  bonds,  intermediate-term
government bonds, long-term government bonds,  Treasury bills, the U.S. rate  of
inflation  (based on the CPI), and  combinations of various capital markets. The
performance of  these capital  markets  is based  on  the returns  of  different
indices.
 
                  Statement of Additional Information Page 33
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
   
AIM  Funds  may  use  the  performance of  these  capital  markets  in  order to
demonstrate  general   risk-versus-reward  investment   scenarios.   Performance
comparisons  may also include the  value of a hypothetical  investment in any of
these capital  markets. The  risks associated  with the  security types  in  any
capital market may or may not correspond directly to those of the Fund. Ibbotson
calculates total returns in the same method as the Fund.
    
 
The  Fund may  quote various measures  of volatility  and benchmark correlation,
such as beta, standard deviation and R(2) in advertising. In addition, the  Fund
may  compare these measures to those of other funds. Measures of volatility seek
to compare the  Fund's historical share  price fluctuations or  total return  to
those of a benchmark.
 
The  Fund may  advertise examples of  the effects of  periodic investment plans,
including the principle of dollar cost averaging programs. In such a program, an
investor invests a fixed dollar amount in a fund at periodic intervals,  thereby
purchasing  fewer shares when  prices are high  and more shares  when prices are
low. While such a strategy does not assure  a profit or guard against loss in  a
declining  market, the investor's  average cost per  share can be  lower than if
fixed numbers of shares are purchased at the same intervals. In evaluating  such
a  plan, investors should  consider their ability  to continue purchasing shares
through periods of low price levels.
 
   
The Fund may describe in its  sales material and advertisements how an  investor
may  invest in AIM Funds through various retirement plans or other programs that
offer deferral of income taxes on  investment earnings and to which an  investor
may make deductible contributions. Because of their advantages, these retirement
plans  and programs  may produce  returns superior  to comparable non-retirement
investments. For example, a $10,000 investment  earning a taxable return of  10%
annually  would have an after-tax value of $17,976 after ten years, assuming tax
was deducted  from  the  return  each  year  at  a  39.6%  rate.  An  equivalent
tax-deferred  investment  would have  an after-tax  value  of $19,626  after ten
years, assuming tax was deducted at a  39.6% rate from the deferred earnings  at
the  end of the ten-year period. In  sales material and advertisements, the Fund
may also discuss these  plans and programs. See  "Information Relating to  Sales
and   Redemptions  --   Individual  Retirement   Accounts  ("IRAs")   and  Other
Tax-Deferred Plans."
    
 
AIM Distributors may from  time to time in  its sales materials and  advertising
discuss  the risks inherent in investing. The major types of investment risk are
market risk, industry risk, credit risk, interest rate risk and inflation  risk.
Risk represents the possibility that you may lose some or all of your investment
over  a period of time. A basic tenet  of investing is the greater the potential
reward, the greater the risk.
 
From time  to  time,  the  Fund and  AIM  Distributors  will  quote  information
regarding  industries, individual countries, regions, world stock exchanges, and
economic  and  demographic  statistics  from  sources  AIM  Distributors   deems
reliable, including, the economic and financial data of financial organizations,
such as:
 
 1) Stock  market  capitalization:  Morgan Stanley  Capital  International World
    Indices, IFC and Datastream.
 
 2) Stock market trading volume:  Morgan Stanley Capital International  Industry
    Indices and IFC.
 
 3) The  number of  listed companies: IFC,  G.T. Guide to  World Equity Markets,
    Salomon Brothers, Inc. and S.G. Warburg.
 
 4) Wage rates: U.S. Department of  Labor Statistics and Morgan Stanley  Capital
    International World Indices.
 
 5) International  industry  performance: Morgan  Stanley  Capital International
    World Indices, Wilshire Associates and Salomon Brothers, Inc.
 
 6) Stock  market  performance:  Morgan  Stanley  Capital  International   World
    Indices, IFC and Datastream.
 
 7) The  Consumer Price Index and inflation rate: The World Bank, Datastream and
    IFC.
 
 8) Gross Domestic Product ("GDP"): Datastream and The World Bank.
 
 9) GDP growth rate: IFC, The World Bank and Datastream.
 
10) Population: The World Bank, Datastream and United Nations.
 
11) Average annual growth rate (%) of population: The World Bank, Datastream and
    United Nations.
 
12) Age distribution within populations: OECD and United Nations.
 
13) Total exports and imports by year: IFC, The World Bank and Datastream.
 
14) Top three companies by country, industry or market: IFC, G.T. Guide to World
    Equity Markets, Salomon Brothers Inc. and S.G. Warburg.
 
15) Foreign direct  investments  to developing  countries:  The World  Bank  and
    Datastream.
 
                  Statement of Additional Information Page 34
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
16) Supply,  consumption,  demand  and  growth in  demand  of  certain products,
    services and industries, including, but not limited to, electricity,  water,
    transportation, construction materials, natural resources, technology, other
    basic infrastructure, financial services, health care services and supplies,
    consumer products and services and telecommunications equipment and services
    (sources  of such information may include, but  would not be limited to, The
    World Bank, OECD, IMF, Bloomberg and Datastream).
 
17) Standard deviation and performance returns for U.S. and non-U.S. equity  and
    bond markets: Morgan Stanley Capital International.
 
18) Countries  restructuring their debt,  including those under  the Brady Plan:
    the Sub-adviser.
 
19) Political and economic structure of countries: Economist Intelligence Unit.
 
20) Government and  corporate bonds  -- credit  ratings, yield  to maturity  and
    performance returns: Salomon Brothers, Inc.
 
21) Dividend yields for U.S. and non-U.S. companies: Bloomberg.
 
From  time to time, AIM Distributors may include in its advertisements and sales
material,  information  about  privatization,  which  is  an  economic   process
involving the sale of state-owned companies to the private sector.
 
   
In  advertising and sales  materials, AIM Distributors may  make reference to or
discuss its products, services and accomplishments. Among these  accomplishments
are  that in 1983 the Sub-adviser provided  assistance to the government of Hong
Kong in  linking its  currency to  the U.S.  dollar, and  that in  1987  Japan's
Ministry  of Finance  licensed LGT  Asset Management  Ltd. as  one of  the first
foreign  discretionary  investment   managers  for   Japanese  investors.   Such
accomplishments,  however,  should  not  be  viewed  as  an  endorsement  of the
Sub-adviser by the government of Hong  Kong, Japan's Ministry of Finance or  any
other  government or government  agency. Nor do any  such accomplishments of the
Sub-adviser provide any assurance that  the AIM/GT Funds' investment  objectives
will be achieved.
    
 
- --------------------------------------------------------------------------------
 
                          DESCRIPTION OF DEBT RATINGS
 
- --------------------------------------------------------------------------------
 
DESCRIPTION OF BOND RATINGS
 
    MOODY'S INVESTORS SERVICE, INC. ("Moody's") rates the debt securities issued
by  various entities from "Aaa"  to "C." Investment grade  ratings are the first
four categories:
 
        Aaa -- Bonds which are rated Aaa  are judged to be of the best  quality.
    They carry the smallest degree of investment risk and are generally referred
    to  as "gilt  edged." Interest payments  are protected  by a large  or by an
    exceptionally stable  margin  and principal  is  secure. While  the  various
    protective  elements are likely to change, such changes as can be visualized
    are most  unlikely  to impair  the  fundamentally strong  position  of  such
    issues.
 
        Aa  -- Bonds which are rated Aa are  judged to be of high quality by all
    standards. Together  with the  Aaa group  they comprise  what are  generally
    known  as high grade bonds. They are rated lower than the best bonds because
    margins of  protection  may  not  be  as  large  as  in  Aaa  securities  or
    fluctuation  of protective elements may be of greater amplitude or there may
    be other  elements present  which make  the long-term  risk appear  somewhat
    larger than the Aaa securities.
 
        A  --  Bonds  which  are  rated  A  possess  many  favorable  investment
    attributes and  are  to  be considered  as  upper-medium-grade  obligations.
    Factors  giving security to principal  and interest are considered adequate,
    but elements may  be present  which suggest a  susceptibility to  impairment
    some time in the future.
 
        Baa  --  Bonds  which  are  rated  Baa  are  considered  as medium-grade
    obligations, (i.e., they are neither  highly protected nor poorly  secured).
    Interest payments and principal security appear adequate for the present but
    certain  protective  elements may  be lacking  or may  be characteristically
    unreliable over  any  great length  of  time. Such  bonds  lack  outstanding
    investment  characteristics and in fact  have speculative characteristics as
    well.
 
                  Statement of Additional Information Page 35
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
        Ba -- Bonds which are rated Ba are judged to have speculative  elements;
    their  future cannot be considered as  well-assured. Often the protection of
    interest and principal payments may be  very moderate, and thereby not  well
    safeguarded  during both good and bad  times over the future. Uncertainty of
    position characterizes bonds in this class.
 
        B --  Bonds which  are rated  B generally  lack characteristics  of  the
    desirable  investment. Assurance  of interest  and principal  payments or of
    maintenance of other terms of the contract over any long period of time  may
    be small.
 
        Caa  -- Bonds which are rated Caa  are of poor standing. Such issues may
    be in default or  there may be  present elements of  danger with respect  to
    principal or interest.
 
        Ca  --  Bonds  which  are  rated  Ca  represent  obligations  which  are
    speculative in a high degree. Such issues are often in default or have other
    marked shortcomings.
 
        C -- Bonds which are  rated C are the lowest  rated class of bonds,  and
    issues  so rated can be regarded as  having extremely poor prospects of ever
    attaining any real investment standing.
 
ABSENCE OF RATING: Where no rating has been assigned or where a rating has  been
suspended  or withdrawn, it may  be for reasons unrelated  to the quality of the
issue.
 
Should no rating be assigned, the reason may be one of the following:
 
1. An application for rating was not received or accepted.
 
2. The issue or issuer  belongs to a group of  securities or companies that  are
not rated as a matter of policy.
 
3. There is a lack of essential data pertaining to the issue or issuer.
 
4.  The issue was privately placed, in which case the rating is not published in
Moody's publications.
 
Suspension or withdrawal may occur if new and material circumstances arise,  the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable  up-to-date data  to permit  a judgment  to be  formed; if  a bond is
called for redemption; or for other reasons.
 
Note: Moody's applies  numerical modifiers, 1,  2 and 3  in each generic  rating
classification  from Aa to Caa. The modifier  1 indicates that the Company ranks
in the higher end  of its generic  rating category; the  modifier 2 indicates  a
mid-range  ranking; and the modifier  3 indicates that the  Company ranks in the
lower end of its generic rating category.
 
    STANDARD & POOR'S, a  division of The  McGraw-Hill Companies, Inc.  ("S&P"),
rates  the securities debt of various  entities in categories ranging from "AAA"
to "D"  according  to quality.  Investment  grade  ratings are  the  first  four
categories:
 
        AAA -- An obligation rated "AAA" has the highest rating assigned by S&P.
    The obligor's capacity to meet its financial commitment on the obligation is
    extremely strong.
 
        AA   --  An  obligation  rated  "AA"  differs  from  the  highest  rated
    obligations only  in a  small degree.  The obligor's  capacity to  meet  its
    financial commitment on the obligation is very strong.
 
        A -- An obligation rated "A" is somewhat more susceptible to the adverse
    effects of changes in circumstances and economic conditions than obligations
    in higher rated categories.
 
        BBB   --  An   obligation  rated  "BBB"   exhibits  adequate  protection
    parameters. However, adverse economic  conditions or changing  circumstances
    are  more likely to lead  to a weakened capacity of  the obligor to meet its
    financial commitment on the obligation.
 
        BB, B, CCC, CC, C -- Obligations  rated "BB," "B," "CCC," "CC," and  "C"
    are   regarded  as  having  significant  speculative  characteristics.  "BB"
    indicates the least degree  of speculation and "C"  the highest. While  such
    obligations  will likely  have some quality  and protective characteristics,
    these may be outweighed by large uncertainties or major exposures to adverse
    conditions.
 
        BB -- An  obligation rated "BB"  is less vulnerable  to nonpayment  than
    other  speculative issues. However, it  faces major ongoing uncertainties or
    exposure to adverse business, financial, or economic conditions which  could
    lead  to the obligor's inadequate capacity  to meet its financial commitment
    on the obligation.
 
                  Statement of Additional Information Page 36
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
        B --  An obligation  rated "B"  is more  vulnerable to  nonpayment  than
    obligations  rated "BB," but the obligor  currently has the capacity to meet
    its financial commitment on the obligation. Adverse business, financial,  or
    economic conditions will likely impair the obligor's capacity or willingness
    to meet its financial commitment on the obligation.
 
        CCC  -- An obligation rated "CCC" is currently vulnerable to nonpayment,
    and is dependent upon favorable business, financial, and economic conditions
    for the obligor to meet its  financial commitment on the obligation. In  the
    event of adverse business, financial, or economic conditions, the obligor is
    not  likely to  have the  capacity to meet  its financial  commitment on the
    obligation.
 
        CC --  An  obligation  rated  "CC" is  currently  highly  vulnerable  to
    nonpayment.
 
        C  -- The "C" rating may be used to cover a situation where a bankruptcy
    petition has been filed  or similar action has  been taken, but payments  on
    this obligation are being continued.
 
        D  -- An  obligation rated  "D" is  in payment  default. The  "D" rating
    category is used when payments on an obligation are not made on the date due
    even if the  applicable grace period  has not expired,  unless S&P  believes
    that  such payments will  be made during  such grace period.  The "D" rating
    also will be used upon the filing of a bankruptcy petition or the taking  of
    a similar action if payments on an obligation are jeopardized.
 
PLUS  (+) OR MINUS  (-): The ratings from  "AA" to "CCC" may  be modified by the
addition of a  plus or minus  sign to  show relative standing  within the  major
rating categories.
 
NR:  Indicates  that  no  public  rating  has  been  requested,  that  there  is
insufficient information on which to base a rating, or that S&P does not rate  a
particular type of obligation as a matter of policy.
 
DESCRIPTION OF COMMERCIAL PAPER RATINGS
 
    MOODY'S  employs  the  designation "Prime-1"  to  indicate  commercial paper
having a superior ability for  repayment of senior short-term debt  obligations.
Prime-1  repayment  ability will  often be  evidenced by  many of  the following
characteristics: leading market positions  in well-established industries;  high
rates  of return on  funds employed; conservative  capitalization structure with
moderate reliance on debt and ample asset protection; broad margins in  earnings
coverage  of  fixed financial  charges and  high  internal cash  generation; and
well-established access to a range of  financial markets and assured sources  of
alternate liquidity. Issues rated Prime-2 have a strong ability for repayment of
senior  short-term debt obligations, This normally  will be evidenced by many of
the characteristics cited  above but  to a  lesser degree.  Earnings trends  and
coverage  ratios, while sound, may be  more subject to variation. Capitalization
characteristics, while  still  appropriate, may  be  more affected  by  external
conditions. Ample alternate liquidity is maintained.
 
    S&P  ratings of commercial paper are  graded into several categories ranging
from "A1" for the highest quality obligations  to "D" for the lowest. Issues  in
the  "A" category are delineated with numbers 1,2 and 3 to indicate the relative
degree of safety.  A-1 --  This highest category  indicates that  the degree  of
safety  regarding timely payment  is strong. Those  issues determined to possess
extremely strong safety  characteristics will be  denoted with a  plus sign  (+)
designation. A-2 -- Capacity for timely payments on issues with this designation
is  satisfactory; however, the relative  degree of safety is  not as high as for
issues designated "A-1."
 
The Fund may invest only in high quality commercial paper, i.e. commercial paper
rated Prime-1 by Moody's, A-1 by S&P, or, if unrated, judged by the  Sub-adviser
to be of comparable quality.
 
- --------------------------------------------------------------------------------
 
                              FINANCIAL STATEMENTS
 
- --------------------------------------------------------------------------------
 
   
The  audited financial statements of the Fund as of October 31, 1997 and for the
fiscal year then ended appear on the following pages.
    
 
                  Statement of Additional Information Page 37
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
- --------------------------------------------------------------------------------
 
ANNUAL REPORT
To the Shareholders of GT Global Growth & Income Fund and Board of Directors of
G.T. Investment Funds, Inc.:
 
We have audited the accompanying statement of assets and liabilities of GT
Global Growth & Income Fund, one of the funds organized as a series of G.T.
Investment Funds, Inc., including the portfolio of investments, as of October
31, 1997, the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the period
then ended. These financial statements and the financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and the financial highlights based on our
audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1997, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial position of GT
Global Growth & Income Fund as of October 31, 1997, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the five years in the period then ended, in conformity with generally accepted
accounting principles.
 
                                                        COOPERS & LYBRAND L.L.P.
 
BOSTON, MASSACHUSETTS
DECEMBER 15, 1997
 
                                       F1
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                          COUNTRY        SHARES         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Finance (28.4%)
  Schweizerischer Bankverein (Swiss Bank Corp.) ..........   SWTZ              74,750   $ 20,102,411         2.7
    BANKS-MONEY CENTER
  Royal & Sun Alliance Insurance Group PLC ...............   UK             2,081,400     19,951,696         2.6
    INSURANCE - MULTI-LINE
  CS Holding AG - Registered .............................   SWTZ             108,300     15,258,696         2.0
    BANKS-MONEY CENTER
  AEGON N.V. .............................................   NETH             187,875     14,809,312         2.0
    INSURANCE-LIFE
  First Tennessee National Corp. .........................   US               245,400     14,141,175         1.9
    BANKS-REGIONAL
  Union Bank of Switzerland - Bearer .....................   SWTZ              11,752     13,531,589         1.8
    BANKS-MONEY CENTER
  ABN AMRO Holding N.V. ..................................   NETH             667,296     13,442,181         1.8
    BANKS-MONEY CENTER
  ING Groep N.V. .........................................   NETH             264,262     11,096,009         1.5
    OTHER FINANCIAL
  Deutsche Bank AG .......................................   GER              134,150      8,774,787         1.2
    BANKS-MONEY CENTER
  American General Corp. .................................   US               170,000      8,670,000         1.1
    INSURANCE-LIFE
  IKB Deutsche Industriebank AG ..........................   GER              394,000      8,339,229         1.1
    BANKS-REGIONAL
  General Accident PLC ...................................   UK               400,000      6,806,441         0.9
    INSURANCE - PROPERTY-CASUALTY
  National Westminster Bank PLC ..........................   UK               471,800      6,781,828         0.9
    BANKS-MONEY CENTER
  Fortis Amev N.V. .......................................   NETH             164,542      6,468,086         0.9
    OTHER FINANCIAL
  Lloyds TSB Group PLC ...................................   UK               513,428      6,415,697         0.8
    BANKS-REGIONAL
  Commonwealth Bank of Australia .........................   AUSL             546,000      6,275,641         0.8
    BANKS-SUPER REGIONAL
  Generale de Banque S.A.: ...............................   BEL                   --             --         0.8
    BANKS-MONEY CENTER
    Common ...............................................   --                14,762      6,038,244          --
    Strip VVPR-/- ........................................   --                 1,342            567          --
  Kredietbank N.V. .......................................   BEL               12,980      5,446,409         0.7
    BANKS-REGIONAL
  Commercial Union PLC ...................................   UK               361,550      5,093,962         0.7
    INSURANCE - MULTI-LINE
  Mercury Asset Management Group PLC .....................   UK               196,698      4,272,457         0.6
    INVESTMENT MANAGEMENT
  M & G Group PLC ........................................   UK               155,000      3,139,257         0.4
    INVESTMENT MANAGEMENT
  General Property Trust .................................   AUSL           1,500,000      2,688,928         0.4
    REAL ESTATE
  Reinsurance Australia Corporation Ltd. .................   AUSL             880,000      2,276,555         0.3
    INSURANCE - MULTI-LINE
  Infrastructure Trust of Australia Group ................   AUSL           2,830,000      2,188,401         0.3
    OTHER FINANCIAL
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F2
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                          COUNTRY        SHARES         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Finance (Continued)
  National Australia Bank Ltd. ...........................   AUSL             125,000   $  1,709,139         0.2
    BANKS-REGIONAL
  Realty Development Corp., Ltd. "A" .....................   HK                 5,000         14,230          --
    REAL ESTATE
                                                                                        ------------
                                                                                         213,732,927
                                                                                        ------------
Energy (14.2%)
  Royal Dutch Petroleum Co. ..............................   NETH             371,840     19,674,378         2.6
    OIL
  Elektrowatt "B" AG .....................................   SWTZ              49,068     18,821,083         2.5
    ELECTRICAL & GAS UTILITIES
  Exxon Corp. ............................................   US               182,600     11,218,488         1.5
    OIL
  Mobil Corp. ............................................   US               127,600      9,290,875         1.2
    OIL
  Shell Transport & Trading Co., PLC .....................   UK             1,121,700      7,953,685         1.1
    OIL
  Electrabel S.A. ........................................   BEL               34,760      7,801,667         1.0
    ELECTRICAL & GAS UTILITIES
  Elf Aquitaine ..........................................   FR                52,475      6,498,283         0.9
    OIL
  RWE AG .................................................   GER              134,620      5,839,128         0.8
    ELECTRICAL & GAS UTILITIES
  PG&E Corp. .............................................   US               220,000      5,623,750         0.7
    ELECTRICAL & GAS UTILITIES
  Reunies Electrobel & Tractebel S.A. ....................   BEL               57,935      4,935,325         0.7
    ELECTRICAL & GAS UTILITIES
  Groupe Bruxelles Lambert S.A. ..........................   BEL               31,025      4,805,337         0.6
    OIL
  Santos Ltd. ............................................   AUSL             907,472      4,172,138         0.6
    OIL
                                                                                        ------------
                                                                                         106,634,137
                                                                                        ------------
Consumer Non-Durables (7.8%)
  Avon Products, Inc. ....................................   US               182,000     11,921,000         1.6
    PERSONAL CARE/COSMETICS
  Universal Corp. ........................................   US               280,500     10,501,219         1.4
    TOBACCO
  Philip Morris Cos., Inc. ...............................   US               255,000     10,104,375         1.3
    TOBACCO
  Guinness PLC ...........................................   UK               871,500      7,791,169         1.0
    BEVERAGES - ALCOHOLIC
  Pernod Ricard ..........................................   FR               158,720      7,358,318         1.0
    BEVERAGES - ALCOHOLIC
  Cadbury Schweppes PLC ..................................   UK               670,000      6,742,704         0.9
    BEVERAGES - NON-ALCOHOLIC
  Brown-Forman Corp. "B" .................................   US                93,600      4,603,950         0.6
    BEVERAGES - ALCOHOLIC
                                                                                        ------------
                                                                                          59,022,735
                                                                                        ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F3
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                          COUNTRY        SHARES         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Services (7.7%)
  Telecom Corporation of New Zealand Limited: ............   NZ                    --             --         1.9
    TELEPHONE NETWORKS
    Common ...............................................   --             2,614,200   $ 12,660,904          --
    ADR{\/} ..............................................   --                38,000      1,479,625          --
  McGraw-Hill, Inc. ......................................   US               162,000     10,590,750         1.4
    BROADCASTING & PUBLISHING
  Woolworths Ltd. ........................................   AUSL           2,100,000      6,776,098         0.9
    RETAILERS-OTHER
  PMP Communications Ltd. ................................   AUSL           2,656,500      5,509,086         0.7
    BROADCASTING & PUBLISHING
  Qantas Airways Ltd. ....................................   AUSL           2,890,000      5,180,668         0.7
    TRANSPORTATION - AIRLINES
  Royal PTT Nederland N.V. ...............................   NETH             112,735      4,309,602         0.6
    TELEPHONE NETWORKS
  Cognizant Corp. ........................................   US               109,800      4,302,788         0.6
    CONSUMER SERVICES
  Dun & Bradstreet Corp. .................................   US               109,800      3,136,163         0.4
    BROADCASTING & PUBLISHING
  EMI Group PLC ..........................................   UK               381,600      3,088,259         0.4
    LEISURE & TOURISM
  ACNielsen Corp.-/- .....................................   US                36,600        837,218         0.1
    CONSUMER SERVICES
                                                                                        ------------
                                                                                          57,871,161
                                                                                        ------------
Materials/Basic Industry (4.7%)
  Akzo Nobel N.V. ........................................   NETH              58,950     10,389,900         1.4
    CHEMICALS
  BASF AG ................................................   GER              234,000      7,937,953         1.1
    CHEMICALS
  Solvay S.A. "A" ........................................   BEL              117,540      7,083,515         0.9
    CHEMICALS
  Monsanto Co. ...........................................   US               160,500      6,861,375         0.9
    CHEMICALS
  Aberfoyle Ltd. .........................................   AUSL           1,160,000      2,324,077         0.3
    METALS - NON-FERROUS
  Solutia, Inc. ..........................................   US                32,100        710,213         0.1
    CHEMICALS
                                                                                        ------------
                                                                                          35,307,033
                                                                                        ------------
Health Care (4.4%)
  Bristol Myers Squibb Co. ...............................   US               277,400     24,341,850         3.2
    PHARMACEUTICALS
  Bayer AG ...............................................   GER              258,600      9,072,369         1.2
    PHARMACEUTICALS
                                                                                        ------------
                                                                                          33,414,219
                                                                                        ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F4
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                          COUNTRY        SHARES         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Capital Goods (2.7%)
  General Electric PLC ...................................   UK             1,473,000   $  9,406,990         1.2
    AEROSPACE/DEFENSE
  Lockheed Martin Corp. ..................................   US                69,545      6,611,122         0.9
    AEROSPACE/DEFENSE
  BICC PLC ...............................................   UK             1,559,172      4,354,279         0.6
    INDUSTRIAL COMPONENTS
                                                                                        ------------
                                                                                          20,372,391
                                                                                        ------------
Consumer Durables (1.4%)
  GKN PLC ................................................   UK               460,400     10,324,636         1.4
                                                                                        ------------
    AUTO PARTS
Multi-Industry/Miscellaneous (1.3%)
  VEBA AG ................................................   GER              170,200      9,484,616         1.3
    CONGLOMERATE
                                                                                        ------------       -----
 
TOTAL EQUITY INVESTMENTS (cost $338,444,171) .............                               546,163,855        72.6
                                                                                        ------------       -----
<CAPTION>
 
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Government & Government Agency Obligations (20.6%)
  Australia (0.7%)
    Australian Government, 8.75% due 8/15/08 .............   AUD            5,774,000      4,934,994         0.7
  Canada (1.2%)
    Canadian Government, 8.75% due 12/1/05 ...............   CAD           10,620,000      9,179,080         1.2
  Denmark (0.7%)
    Kingdom of Denmark, 7% due 11/15/07 ..................   DKK           31,100,000      5,034,931         0.7
  Germany (3.8%)
    Deutschland Republic:
      6.75% due 4/22/03 ..................................   DEM           23,000,000     14,318,817         1.9
      6.25% due 1/4/24 ...................................   DEM            4,300,000      2,508,188         0.3
    Treuhandanstalt:
      6.625% due 7/9/03 ..................................   DEM           12,060,000      7,473,074         1.0
      6.375% due 7/1/99 ..................................   DEM            7,000,000      4,192,288         0.6
  Italy (1.8%)
    Italian Buoni Poliennali del Tesoro (BTPS):
      6% due 2/15/00 .....................................   ITL       18,365,000,000     10,984,835         1.5
      10.5% due 9/01/05 ..................................   ITL        2,725,000,000      2,039,827         0.3
  New Zealand (0.4%)
    New Zealand Government, 8% due 4/15/04 ...............   NZD            4,440,000      2,955,320         0.4
  Sweden (0.6%)
    Swedish Government, 8% due 8/15/07 ...................   SEK           30,000,000      4,469,072         0.6
  United Kingdom (4.0%)
    United Kingdom Treasury:
      8% due 6/10/03 .....................................   GBP           14,000,000     24,942,355         3.3
      7.5% due 12/7/06 ...................................   GBP            3,116,000      5,556,353         0.7
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F5
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         PRINCIPAL         VALUE         % OF NET
FIXED INCOME INVESTMENTS                                    CURRENCY       AMOUNT         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
Government & Government Agency Obligations (Continued)
  United States (7.4%)
    United States Treasury Bonds:
      6% due 2/15/26 .....................................   USD           24,060,000   $ 23,404,459         3.1
      6.25% due 8/15/23 ..................................   USD            9,075,000      9,101,587         1.2
    United States Treasury Notes:
      7.5% due 2/15/05 ...................................   USD           15,460,000     16,928,096         2.2
      6.5% due 8/15/05 ...................................   USD            2,580,000      2,676,397         0.3
    Federal National Mortgage Association, 6.375% due
     8/15/07 .............................................   AUD            5,940,000      4,241,014         0.6
                                                                                        ------------
Total Government & Government Agency Obligations (cost
 $151,129,623) ...........................................                               154,940,687
                                                                                        ------------
Corporate Bonds (5.5%)
  Germany (2.5%)
    Siemens Capital Corp., 8% due 6/24/02+/+ .............   USD            4,710,000      7,985,805         1.1
    Commerzbank AG, Convertible Bond, 9.45% due
     12/31/00+ ...........................................   DEM            4,173,000      6,630,339         0.9
    Deutsche Bank AG, 9.00% due 12/31/02+/+ ..............   DEM            5,625,000      3,892,976         0.5
  United Kingdom (3.0%)
    Daily Mail & General Trust, Convertible Bond, 5.75%
     due 9/26/03 .........................................   GBP            3,405,000      7,795,748         1.0
    Land Securities PLC, Convertible Bond, 9.375% due
     7/31/04 .............................................   GBP            3,485,000      7,679,334         1.0
    MBNA Chester Asset Receivable #3, 6.6% due
     11/17/03+ ...........................................   GBP            4,500,000      7,568,182         1.0
                                                                                        ------------
Total Corporate Bonds (cost $33,669,644) .................                                41,552,384
                                                                                        ------------       -----
 
TOTAL FIXED INCOME INVESTMENTS (cost $184,799,267) .......                               196,493,071        26.1
                                                                                        ------------       -----
 
<CAPTION>
 
                                                                           NO. OF          VALUE         % OF NET
WARRANTS                                                    COUNTRY       WARRANTS        (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
  Societe Generale Banque put warrants due 11/15/99
   Tractebel (cost $0) ...................................   BEL               11,587         84,839          --
                                                                                        ------------       -----
    BANKS-MONEY CENTER
<CAPTION>
 
                                                                           NO. OF          VALUE         % OF NET
RIGHTS                                                      COUNTRY        RIGHTS         (NOTE 1)        ASSETS
- ----------------------------------------------------------  --------   --------------   ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
  Infrastructure Trust of Australia Group Rights, expire
   12/1/97 (cost $0) .....................................   AUSL             943,333          6,632          --
                                                                                        ------------       -----
    OTHER FINANCIAL
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F6
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
REPURCHASE AGREEMENT                                                                      (NOTE 1)        ASSETS
- ----------------------------------------------------------                              ------------   -------------
<S>                                                         <C>        <C>              <C>            <C>
  Dated October 31, 1997, with State Street Bank & Trust
   Co., due November 3, 1997, for an effective yield of
   5.57%, collateralized by $1,935,000 U.S. Treasury
   Bonds, 8.875% due 8/15/17 (market value of collateral
   is $2,538,597, including accrued interest). (cost
   $2,485,384) ...........................................                              $  2,485,383         0.3
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $525,728,822)  * .................                               745,233,780        99.0
Other Assets and Liabilities .............................                                 7,244,043         1.0
                                                                                        ------------       -----
 
NET ASSETS ...............................................                              $752,477,823       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
       {\/}  U.S. currency denominated.
          +  The coupon rate shown on floating rate note represents the rate at
             period end.
        +/+  Issued with detachable warrants or value recovery rights. The
             current market value of each warrant or right is zero.
          *  For Federal income tax purposes, cost is $527,143,379 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $ 232,777,964
                 Unrealized depreciation:           (14,687,563)
                                                  -------------
                 Net unrealized appreciation:     $ 218,090,401
                                                  -------------
                                                  -------------
</TABLE>
 
    Abbreviation:
    ADR--American Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F7
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
The Fund's Portfolio of Investments at October 31, 1997, was concentrated in the
following countries:
 
<TABLE>
<CAPTION>
                                               PERCENTAGE OF NET ASSETS {D}
                                        -------------------------------------------
                                                 FIXED INCOME,
                                                   RIGHTS &      SHORT-TERM
COUNTRY (COUNTRY CODE/CURRENCY CODE)    EQUITY     WARRANTS       & OTHER     TOTAL
- --------------------------------------  ------   -------------   ----------   -----
<S>                                     <C>      <C>             <C>          <C>
Australia (AUSL/AUD) .................    5.2         0.7                       5.9
Belgium (BEL/BEF) ....................    4.7                                   4.7
Canada (CAN/CAD) .....................                1.2                       1.2
Denmark (DEN/DKK) ....................                0.7                       0.7
France (FR/FRF) ......................    1.9                                   1.9
Germany (GER/DEM) ....................    6.7         6.3                      13.0
Italy (ITLY/ITL) .....................                1.8                       1.8
Netherlands (NETH/NLG) ...............   10.8                                  10.8
New Zealand (NZ/NZD) .................    1.9         0.4                       2.3
Sweden (SWDN/SEK) ....................                0.6                       0.6
Switzerland (SWTZ/CHF) ...............    9.0                                   9.0
United Kingdom (UK/GBP) ..............   13.5         7.0                      20.5
United States & Other (US/USD) .......   18.9         7.4            1.3       27.6
                                        ------      -----            ---      -----
Total  ...............................   72.6        26.1            1.3      100.0
                                        ------      -----            ---      -----
                                        ------      -----            ---      -----
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $752,477,823.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                 FORWARD FOREIGN CURRENCY CONTRACTS OUTSTANDING
                                OCTOBER 31, 1997
 
<TABLE>
<CAPTION>
                                          MARKET VALUE                        UNREALIZED
                                             (U.S.       CONTRACT  DELIVERY  APPRECIATION
CONTRACTS TO SELL:                          DOLLARS)      PRICE      DATE    (DEPRECIATION)
- ----------------------------------------  ------------   --------  --------  -------------
<S>                                       <C>            <C>       <C>       <C>
Deutsche Marks..........................    26,803,508    1.80000  11/21/97   $(1,136,841)
French Francs...........................     2,481,413    6.14000  11/21/97      (152,423)
French Francs...........................     1,238,580    5.72800  02/06/98           945
Netherland Guilders.....................    10,870,680    2.08800  11/14/97      (765,316)
Swiss Francs............................    12,639,800    1.44000  12/19/97      (417,578)
                                          ------------                       -------------
  Total Contracts to Sell (Receivable
   amount $51,562,768)..................    54,033,981                         (2,471,213)
                                          ------------                       -------------
THE VALUE OF CONTRACTS TO SELL AS
 PERCENTAGE OF NET ASSETS IS 7.18%.
  Total Open Forward Foreign Currency
   Contracts............................                                      $(2,471,213)
                                                                             -------------
                                                                             -------------
</TABLE>
 
- ----------------
See Note 1 to the financial statements.
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F8
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                              STATEMENT OF ASSETS
                                 AND LIABILITIES
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                                   <C>      <C>
Assets:
  Investments in securities, at value (cost $525,728,822) (Note 1)...........................  $745,233,780
  U.S. currency.....................................................................  $   710
  Foreign currencies (cost $66,141).................................................   65,897        66,607
                                                                                      -------
  Receivable for Fund shares sold............................................................     6,808,910
  Interest and interest withholding tax reclaims receivable..................................     4,291,268
  Dividends and dividend withholding tax reclaims receivable.................................     1,596,979
                                                                                               ------------
    Total assets.............................................................................   757,997,544
                                                                                               ------------
Liabilities:
  Payable for open forward foreign currency contracts (Note 1)...............................     2,471,213
  Payable for Fund shares repurchased (Note 2)...............................................     1,507,330
  Payable for investment management and administration fees (Note 2).........................       631,265
  Payable for service and distribution expenses (Note 2).....................................       484,947
  Payable for printing and postage expenses..................................................       124,328
  Payable for forward foreign currency contracts -- closed (Note 1)..........................        97,836
  Payable for transfer agent fees (Note 2)...................................................        94,599
  Payable for custodian fees (Note 1)........................................................        37,200
  Payable for professional fees..............................................................        33,142
  Payable for fund accounting fees (Note 2)..................................................        16,751
  Payable for registration and filing fees...................................................         9,540
  Payable for Directors' fees and expenses (Note 2)..........................................         7,754
  Other accrued expenses.....................................................................         3,816
                                                                                               ------------
    Total liabilities........................................................................     5,519,721
                                                                                               ------------
Net assets...................................................................................  $752,477,823
                                                                                               ------------
                                                                                               ------------
Class A:
Net asset value and redemption price per share ($292,527,640 DIVIDED BY 35,620,970 shares
 outstanding)................................................................................  $       8.21
                                                                                               ------------
                                                                                               ------------
Maximum offering price per share (100/95.25 of $8.21) *......................................  $       8.62
                                                                                               ------------
                                                                                               ------------
Class B:+
Net asset value and offering price per share ($456,893,047 DIVIDED BY 55,651,933 shares
 outstanding)................................................................................  $       8.21
                                                                                               ------------
                                                                                               ------------
Advisor Class:
Net asset value, offering price per share, and redemption price per share ($3,057,136 DIVIDED
 BY 372,705 shares outstanding)..............................................................  $       8.20
                                                                                               ------------
                                                                                               ------------
Net assets consist of:
  Paid in capital (Note 4)...................................................................  $521,143,879
  Accumulated net realized gain on investments and foreign currency transactions.............    14,233,867
  Net unrealized depreciation on translation of assets and liabilities in foreign
   currencies................................................................................    (2,404,881)
  Net unrealized appreciation of investments.................................................   219,504,958
                                                                                               ------------
Total -- representing net assets applicable to capital shares outstanding....................  $752,477,823
                                                                                               ------------
                                                                                               ------------
<FN>
- --------------
   * On sales of $50,000 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.
 
                                       F9
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                            STATEMENT OF OPERATIONS
 
                          Year ended October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                           <C>          <C>
Investment income: (Note 1)
  Dividend income (net of foreign withholding tax of $1,854,546).........  $ 16,116,249
  Interest income (net of foreign withholding tax of $3,879).............    14,091,494
  Other income...........................................................        43,134
                                                                           ------------
    Total investment income..............................................    30,250,877
                                                                           ------------
Expenses:
  Investment management and administration fees (Note 2).................     6,900,695
  Service and distribution expenses: (Note 2)
    Class A.................................................  $   994,519
    Class B.................................................    4,233,024     5,227,543
                                                              -----------
  Transfer agent fees (Note 2)...........................................     1,258,598
  Custodian fees (Note 1)................................................       472,449
  Printing and postage expenses..........................................       230,825
  Fund accounting fees (Note 2)..........................................       183,323
  Registration and filing fees...........................................        70,955
  Audit fees.............................................................        54,630
  Legal fees.............................................................        25,414
  Directors' fees and expenses (Note 2)..................................        14,779
  Other expenses (Note 1)................................................        30,664
                                                                           ------------
    Total expenses before reductions.....................................    14,469,875
                                                                           ------------
      Expense reductions (Notes 1 & 5)...................................    (1,009,844)
                                                                           ------------
    Total net expenses...................................................    13,460,031
                                                                           ------------
Net investment income....................................................    16,790,846
                                                                           ------------
Net realized and unrealized gain on investments and foreign
  currencies: (Note 1)
  Net realized gain on investments..........................   11,255,273
  Net realized gain on foreign currency transactions........   12,750,255
                                                              -----------
    Net realized gain during the year....................................    24,005,528
  Net change in unrealized depreciation on translation of
   assets and liabilities in foreign currencies.............   (4,059,448)
  Net change in unrealized appreciation of investments......   84,674,909
                                                              -----------
    Net unrealized appreciation during the year..........................    80,615,461
                                                                           ------------
Net realized and unrealized gain on investments and foreign currencies...   104,620,989
                                                                           ------------
Net increase in net assets resulting from operations.....................  $121,411,835
                                                                           ------------
                                                                           ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F10
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                       STATEMENT OF CHANGES IN NET ASSETS
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                YEAR ENDED    YEAR ENDED
                                                                               OCTOBER 31,   OCTOBER 31,
                                                                                   1997          1996
                                                                               ------------  ------------
<S>                                                                            <C>           <C>
Increase in net assets
Operations:
  Net investment income......................................................  $ 16,790,846  $ 18,175,444
  Net realized gain on investments and foreign currency transactions.........    24,005,528    15,732,409
  Net change in unrealized appreciation (depreciation) on translation of
   assets and liabilities in foreign currencies..............................    (4,059,448)    1,957,055
  Net change in unrealized appreciation of investments.......................    84,674,909    62,236,320
                                                                               ------------  ------------
    Net increase in net assets resulting from operations.....................   121,411,835    98,101,228
                                                                               ------------  ------------
Class A:
Distributions to shareholders: (Note 1)
  From net investment income.................................................    (7,733,156)   (9,963,848)
  From net realized gain on investments......................................      (757,327)   (1,766,763)
Class B:
Distributions to shareholders: (Note 1)
  From net investment income.................................................    (9,266,887)  (10,894,963)
  From net realized gain on investments......................................      (907,529)   (2,225,842)
Advisor Class:
Distributions to shareholders: (Note 1)
  From net investment income.................................................      (125,777)      (65,132)
  From net realized gain on investments......................................       (12,318)       (5,890)
                                                                               ------------  ------------
    Total distributions......................................................   (18,802,994)  (24,922,438)
                                                                               ------------  ------------
Capital share transactions: (Note 4)
  Increase from capital shares sold and reinvested...........................   426,976,337   237,835,679
  Decrease from capital shares repurchased...................................  (450,361,754) (279,569,655)
                                                                               ------------  ------------
    Net decrease from capital share transactions.............................   (23,385,417)  (41,733,976)
                                                                               ------------  ------------
Total increase in net assets.................................................    79,223,424    31,444,814
Net assets:
  Beginning of year..........................................................   673,254,399   641,809,585
                                                                               ------------  ------------
  End of year................................................................  $752,477,823* $673,254,399*
                                                                               ------------  ------------
                                                                               ------------  ------------
 * Includes undistributed net investment income of...........................  $         --  $    755,291
                                                                               ------------  ------------
                                                                               ------------  ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F11
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each 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 OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (D)      1996        1995        1994      1993 (D)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $    7.11   $    6.35   $    6.21   $    6.29   $    5.28
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income.................       0.21        0.22        0.24        0.22        0.24*
  Net realized and unrealized gain
   (loss) on investments................       1.12        0.82        0.13       (0.03)       1.05
                                          ----------  ----------  ----------  ----------  ----------
    Net increase from investment
     operations.........................       1.33        1.04        0.37        0.19        1.29
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............      (0.21)      (0.24)      (0.22)      (0.21)      (0.24)
  From net realized gain on
   investments..........................      (0.02)      (0.04)      (0.01)      (0.06)         --
  From sources other than net investment
   income...............................         --          --          --          --       (0.04)
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (0.23)      (0.28)      (0.23)      (0.27)      (0.28)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $    8.21   $    7.11   $    6.35   $    6.21   $    6.29
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............      19.01%      16.80%       6.27%       3.14%       25.1%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 292,528   $ 286,203   $ 284,069   $ 317,847   $ 251,428
Ratio of net investment income to
 average net assets.....................       2.74%       3.17%       3.85%       3.30%        3.3%*
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................       1.50%       1.59%       1.70%       1.67%        1.8%*
  Without expense reductions............       1.64%       1.66%       1.74%        N/A         N/A
Portfolio turnover rate++...............         50%         39%         83%        117%         24%
Average commission rate per share paid
 on portfolio transactions++............  $  0.0151   $  0.0139         N/A         N/A         N/A
</TABLE>
 
- ----------------
 
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover rate and average commission rate are calculated on
     the basis of the Fund as a whole without distinguishing between the
     class of shares issued.
  *  Includes reimbursement by Chancellor LGT Asset Management, Inc. of
     Fund operating expenses of $0.005 for the year ended October 31, 1993.
     Without such reimbursement, the expense ratio would have been 1.9% and
     the ratio of net investment income to average net assets would have
     been 3.2%.
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the year.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F12
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
<TABLE>
<CAPTION>
                                                                   CLASS B
                                          ----------------------------------------------------------
                                                            YEAR ENDED OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (D)      1996        1995        1994      1993 (D)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $    7.11   $    6.35   $    6.21   $    6.29   $    5.28
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income.................       0.16        0.17        0.20        0.18        0.20
  Net realized and unrealized gain
   (loss) on investments................       1.13        0.82        0.13       (0.03)       1.05
                                          ----------  ----------  ----------  ----------  ----------
    Net increase from investment
     operations.........................       1.29        0.99        0.33        0.15        1.25
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............      (0.17)      (0.20)      (0.18)      (0.17)      (0.20)
  From net realized gain on
   investments..........................      (0.02)      (0.03)      (0.01)      (0.06)         --
  From sources other than net investment
   income...............................         --          --          --          --       (0.04)
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (0.19)      (0.23)      (0.19)      (0.23)      (0.24)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $    8.21   $    7.11   $    6.35   $    6.21   $    6.29
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............      18.28%      16.06%       5.57%       2.48%       24.3%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 456,893   $ 383,966   $ 356,796   $ 359,242   $ 150,768
Ratio of net investment income to
 average net assets.....................       2.09%       2.52%       3.20%       2.65%        2.6%
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................       2.15%       2.24%       2.35%       2.32%        2.5%
  Without expense reductions............       2.29%       2.31%       2.39%        N/A         N/A
Portfolio turnover rate++...............         50%         39%         83%        117%         24%
Average commission rate per share paid
 on portfolio transactions++............  $  0.0151   $  0.0139         N/A         N/A         N/A
 
<CAPTION>
                                                       ADVISOR CLASS+
                                          ----------------------------------------
                                             YEAR                    JUNE 1, 1995
                                             ENDED      YEAR ENDED        TO
                                          OCTOBER 31,   OCTOBER 31,   OCTOBER 31,
                                           1997 (D)        1996          1995
                                          -----------   -----------  -------------
<S>                                       <C>           <C>          <C>
Per Share Operating Performance:
Net asset value, beginning of period....   $  7.10       $    6.35     $    6.24
                                          -----------   -----------  -------------
Income from investment operations:
  Net investment income.................      0.23            0.23          0.11
  Net realized and unrealized gain
   (loss) on investments................      1.13            0.82          0.13
                                          -----------   -----------  -------------
    Net increase from investment
     operations.........................      1.36            1.05          0.24
                                          -----------   -----------  -------------
Distributions to shareholders:
  From net investment income............     (0.24)          (0.26)        (0.13)
  From net realized gain on
   investments..........................     (0.02)          (0.04)           --
  From sources other than net investment
   income...............................        --              --            --
                                          -----------   -----------  -------------
    Total distributions.................     (0.26)          (0.30)        (0.13)
                                          -----------   -----------  -------------
Net asset value, end of period..........   $  8.20       $    7.10     $    6.35
                                          -----------   -----------  -------------
                                          -----------   -----------  -------------
Total investment return (c).............     19.23%          17.19%         3.83%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....   $ 3,057       $   3,085     $     944
Ratio of net investment income to
 average net assets.....................      3.09%           3.52%         4.20%(a)
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................      1.15%           1.24%         1.35%(a)
  Without expense reductions............      1.29%           1.31%         1.39%(a)
Portfolio turnover rate++...............        50%             39%           83%
Average commission rate per share paid
 on portfolio transactions++............   $0.0151       $  0.0139           N/A
</TABLE>
 
- ----------------
 
  +  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
 ++  Portfolio turnover rate and average commission rate are calculated on
     the basis of the Fund as a whole without distinguishing between the
     class of shares issued.
  *  Includes reimbursement by Chancellor LGT Asset Management, Inc. of
     Fund operating expenses of $0.005 for the year ended October 31, 1993.
     Without such reimbursement, the expense ratio would have been 1.9% and
     the ratio of net investment income to average net assets would have
     been 3.2%.
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the year.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F13
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                                    NOTES TO
                              FINANCIAL STATEMENTS
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
1. SIGNIFICANT ACCOUNTING POLICIES
GT Global Growth & Income Fund ("Fund") is a separate series of G.T. Investment
Funds, Inc. ("Company"). The Company is organized as a Maryland corporation and
is registered under the Investment Company Act of 1940, as amended ("1940 Act"),
as a non-diversified, open-end management investment company. The Company has
thirteen 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 service and 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 Funds in the preparation of the
financial statements.
 
(A) PORTFOLIO VALUATION
The Fund calculates the net asset value of 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 on 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, Chancellor LGT Asset
Management, Inc. ("the Manager") to be the primary market.
 
Fixed income investments are valued at the mean of representative quoted bid and
ask prices for such investments or, if such prices are not available, at prices
for investments of comparative maturity, quality and type; however, when the
Fund deems it appropriate, prices obtained for the day of valuation from a bond
pricing service will be used. Short-term investments are valued at amortized
cost adjusted for foreign exchange translation and market fluctuations, 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
Company's Board of Directors.
 
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 Company's Board of Directors.
 
(B) FOREIGN CURRENCY TRANSLATION
The accounting records of the Fund are maintained in U.S. dollars. The market
values of foreign securities, currency holdings, and 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 fluctuations
arising from changes in market prices of securities held. Such fluctuations are
included with the net realized and unrealized gain or loss from investments.
 
Reported net realized foreign exchange gains or 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 difference 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 and losses arise from changes in the
value of assets and liabilities other than investments in securities at year
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, United States 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
 
                                      F14
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
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 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. Forward Contracts
involve market risk in excess of the amounts shown in the Fund's "Statement of
Assets and Liabilities." The Fund could be exposed to risk if a counter party is
unable to meet the terms of the 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
marked-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 an over-the-counter option, is valued at the average
of the last bid prices obtained from brokers. 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, high grade debt 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 or bond 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 or bond
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 collection, income is recorded net of all
withholding tax with any rebate recorded when received. The Fund may trade
securities on other than normal settlement terms. This may increase the risk if
the other to the transaction fails to deliver and causes the Fund to
subsequently invest at less advantageous prices.
 
(H) PORTFOLIO SECURITIES LOANED
At October 31, 1997, stocks with an aggregate value of approximately $51,986,675
were on loan to brokers. The loans were secured by cash collateral of
$54,846,747. 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. For
the year ended October 31, 1997, the Fund
 
                                      F15
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
received $976,164 of income from securities lending which was used to offset the
Fund's custody and administrative expenses.
 
(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 Federal taxes on income, capital
gains, or unrealized appreciation of securities held, and excise tax on income
and capital gains.
 
(J) DISTRIBUTIONS TO SHAREHOLDERS
Distributions 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
investment of domestic origin. The Fund's investments in emerging market
countries may involve greater risks than investments in more developed markets
and the price 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) 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.
 
(M) 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.
 
(N) LINE OF CREDIT
The Fund, along with certain other funds ("GT Funds") advised or administered by
the Manager, has a line of credit with each of BankBoston and State Street Bank
& Trust Company. The arrangements with the banks allow the Fund and the GT Funds
to borrow an aggregate maximum amount of $200,000,000. The Fund is limited to
borrowing up to 33 1/3% of the value of each Fund's total assets. On October 31,
1997, the Fund had no loan outstanding.
 
For the year ended October 31, 1997, the weighted average outstanding daily
balance of bank loans (based on the number of days the loans were outstanding)
for the Fund was $2,560,909, with a weighted average interest rate of 6.41%.
Interest expense for the Fund for the year ended October 31, 1997 was $5,014,
included in "Other Expenses" on the Statement of Operations.
 
2. RELATED PARTIES
Chancellor LGT Asset Management, Inc., is the Funds' investment manager and
administrator. The Fund pays investment management and administration fees to
the Manager at the annualized rate of 0.975% on the first $500 million of
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.
 
GT Global , Inc. ("GT Global"), an affiliate of the Manager, serves as the
Fund's distributor. The Fund offers Class A, Class B, and Advisor Class shares
for purchase.
 
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. GT Global 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 October 31, 1997, GT Global retained $52,850
of such sales charges. Purchases of Class A shares exceeding $500,000 may be
subject to a contingent deferred sales charge ("CDSC") upon redemption, in
accordance with the Fund's current prospectus. GT Global collected CDSCs in the
amount of $32 for the year ended October 31, 1997. GT Global 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, GT Global 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. For the year ended October 31, 1997 GT Global collected CDSCs in the
amount of $1,199,605. In addition, GT Global makes ongoing shareholder servicing
and trail commission payments to dealers whose clients hold Class B shares.
 
Pursuant to Rule 12b-1 under the 1940 Act, the Company's Board of Directors has
adopted separate distribution plans with respect to the Fund's Class A shares
("Class A Plan") and Class B shares ("Class B Plan"), pursuant to which the Fund
reimburses GT Global for a portion of its shareholder servicing and distribution
expenses. Under the Class A Plan, the Fund may 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 may 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 GT Global's expenditures incurred in providing services as distributor.
All expenses for which GT Global is reimbursed under the Class A Plan will have
been incurred within one year of such reimbursement.
 
                                      F16
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
Pursuant to the Fund's Class B Plan, the Fund may 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 GT Global's expenditures incurred in servicing and
maintaining shareholder accounts, and may 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 may be carried forward for reimbursement in subsequent years as long as
that Plan continues in effect.
 
The Manager and GT Global voluntarily have undertaken to limit the Fund's
expenses (exclusive of brokerage commissions, taxes, interest, and extraordinary
expenses) to the maximum annual rate of 1.85%, 2.50%, and 1.50% 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 GT Global
of payments under the Class A Plan and/or Class B Plan and/ or reimbursements by
the Manager or GT Global of portions of the Fund's other operating expenses.
 
Effective November 1, 1997, the Manager and GT Global have undertaken to limit
each Fund's expenses (exclusive of brokerage commissions, taxes, interest, and
extraordinary expenses) to the annual rate of 1.75%, 2.40% and 1.40% of the
average daily net assets of the Fund's Class A, Class B and Advisor Class
shares, respectively. This undertaking may be changed or eliminated in the
future.
 
GT Global Investor Services, Inc. ("GT Services"), an affiliate of the Manager
and GT Global, is the transfer agent of the Fund. For performing shareholder
servicing, reporting, and general transfer agent services, GT Services receives
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 is 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 by
applying 0.03% to the first $5 billion of assets of all registered mutual funds
advised by the Manager and 0.02% to the assets in excess of $5 billion and
allocating the result according to the Fund's average daily net assets.
 
The Company pays each of its Directors who is not an employee, officer or
director of the Manager, GT Global or GT Services $5,000 per year plus $300 for
each meeting of the board or any committee thereof attended by the Director.
 
3. PURCHASES AND SALES OF SECURITIES
For the year ended October 31, 1997, purchases and sales of investment
securities by the Fund, other than short-term investments and U.S. government
obligations, aggregated $322,737,917 and $326,736,141, respectively. Purchases
and sales of U.S. government obligations were $32,891,598 and $17,886,577,
respectively, for the year ended October 31, 1997.
 
4. CAPITAL SHARES
At October 31, 1997, there were 6,000,000,000 shares of the Company's common
stock authorized, at $0.0001 par value. Of this amount, 200,000,000 were
classified as shares of the Fund; 400,000,000 were classified as shares of GT
Global Government Income Fund; 200,000,000 were classified as shares of GT
Global Developing Markets Fund; 200,000,000 were classified as shares of GT
Global Health Care Fund; 200,000,000 were classified as shares of GT Global
Strategic Income Fund; 200,000,000 were classified as shares of GT Global
Currency Fund (inactive); 200,000,000 were classified as shares of GT Latin
America Growth Fund; 200,000,000 were classified as shares of GT Global Small
Companies Fund (inactive); 400,000,000 were classified as shares of GT Global
Telecommunications Fund; 200,000,000 were classified as shares of GT Global
Emerging Markets Fund; 200,000,000 were classified as shares of GT Global
Financial Services Fund; 200,000,000 were classified as shares of GT Global
Natural Resources Fund; 200,000,000 were classified as shares of GT Global
Infrastructure Fund; 200,000,000 were classified as shares of GT Global High
Income Fund; and 200,000,000 were classified as shares of GT Global Consumer
Products and Services Fund. The shares of each of the foregoing series of the
Company were divided equally into two classes, designated Class A and Class B
common stock. With respect to the issuance of Advisor Class shares, 100,000,000
shares were classified as shares of each of the fifteen series of the Company
and designated as Advisor Class common stock. 1,100,000,000 shares remain
unclassified. Transactions in capital shares of the Fund were as follows:
 
                                      F17
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                           CAPITAL SHARE TRANSACTIONS
 
<TABLE>
<CAPTION>
 
                                                                        YEAR ENDED                 YEAR ENDED
                                                                     OCTOBER 31, 1997           OCTOBER 31, 1996
                                                                 -------------------------  -------------------------
CLASS A                                                            SHARES        AMOUNT       SHARES        AMOUNT
- ---------------------------------------------------------------  -----------  ------------  -----------  ------------
<S>                                                              <C>          <C>           <C>          <C>
Shares sold....................................................   37,585,791  $289,617,397   21,196,018  $143,350,526
Shares issued in connection with reinvestment of
  distributions................................................      935,467     7,161,559    1,500,319     9,894,388
                                                                 -----------  ------------  -----------  ------------
                                                                  38,521,258   296,778,956   22,696,337   153,244,914
Shares repurchased.............................................  (43,156,190) (332,338,391) (27,157,086) (182,477,096)
                                                                 -----------  ------------  -----------  ------------
Net decrease...................................................   (4,634,932) $(35,559,435)  (4,460,749) $(29,232,182)
                                                                 -----------  ------------  -----------  ------------
                                                                 -----------  ------------  -----------  ------------
 
                                                                        YEAR ENDED                 YEAR ENDED
                                                                     OCTOBER 31, 1997           OCTOBER 31, 1996
                                                                 -------------------------  -------------------------
CLASS B                                                            SHARES        AMOUNT       SHARES        AMOUNT
- ---------------------------------------------------------------  -----------  ------------  -----------  ------------
Shares sold....................................................   12,634,686  $ 97,336,518    9,561,545  $ 63,970,280
Shares issued in connection with reinvestment of
  distributions................................................    1,087,287     8,343,350    1,656,409    10,934,244
                                                                 -----------  ------------  -----------  ------------
                                                                  13,721,973   105,679,868   11,217,954    74,904,524
Shares repurchased.............................................  (12,063,889)  (93,059,122) (13,373,837)  (89,395,191)
                                                                 -----------  ------------  -----------  ------------
Net increase (decrease)........................................    1,658,084  $ 12,620,746   (2,155,883) $(14,490,667)
                                                                 -----------  ------------  -----------  ------------
                                                                 -----------  ------------  -----------  ------------
 
                                                                        YEAR ENDED                 YEAR ENDED
                                                                     OCTOBER 31, 1997           OCTOBER 31, 1996
                                                                 -------------------------  -------------------------
ADVISOR CLASS                                                      SHARES        AMOUNT       SHARES        AMOUNT
- ---------------------------------------------------------------  -----------  ------------  -----------  ------------
Shares sold....................................................    3,177,501  $ 24,442,634    1,416,928  $  9,616,882
Shares issued in connection with reinvestment of
  distributions................................................        9,792        74,879       10,469        69,359
                                                                 -----------  ------------  -----------  ------------
                                                                   3,187,293    24,517,513    1,427,397     9,686,241
Shares repurchased.............................................   (3,248,879)  (24,964,241)  (1,141,817)   (7,697,368)
                                                                 -----------  ------------  -----------  ------------
Net increase (decrease)........................................      (61,586) $   (446,728)     285,580  $  1,988,873
                                                                 -----------  ------------  -----------  ------------
                                                                 -----------  ------------  -----------  ------------
</TABLE>
 
5. EXPENSE REDUCTIONS
The Manager directed certain portfolio trades to brokers who paid a portion of
the Fund's expenses. For the period ended October 31, 1997, the Fund's expenses
were reduced by $33,680 under these arrangements.
 
- --------------
FEDERAL TAX INFORMATION (UNAUDITED):
Pursuant to Section 852 of the Internal Revenue Code, the Fund designates
$1,489,466 as a capital gain dividend for the fiscal year ended October 31,
1997.
 
Pursuant to Section 854 of the Internal Revenue Code, the Fund designates 76% of
the ordinary income dividends paid (including short-term capital gain
distributions, if any) as income qualifying for the corporate dividends received
deduction for the fiscal year ended October 31, 1997.
 
                                      F18
<PAGE>
                         GT GLOBAL GROWTH & INCOME FUND
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
                        AIM GLOBAL GROWTH & INCOME FUND
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW,  INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF  INVESTING IN RELATED INDUSTRIES, PLEASE  CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers  access  to the  emerging  and established  markets  of the  Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
                                     [LOGO]
 
  NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO  GIVE
  ANY  INFORMATION  OR  TO  MAKE  ANY  REPRESENTATION  NOT  CONTAINED  IN THIS
  STATEMENT OF ADDITIONAL INFORMATION AND, IF GIVEN OR MADE, SUCH  INFORMATION
  OR  REPRESENTATION MUST NOT BE RELIED UPON  AS HAVING BEEN AUTHORIZED BY AIM
  INVESTMENT FUNDS, INC.,  AIM GLOBAL GROWTH  & INCOME FUND,  A I M  ADVISORS,
  INC.,  INVESCO (NY),  INC. OR  A I  M DISTRIBUTORS,  INC. THIS  STATEMENT OF
  ADDITIONAL INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR  SOLICITATION
  OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION
  TO  ANY  PERSON  TO  WHOM  IT  IS  UNLAWFUL  TO  MAKE  SUCH  OFFER  IN  SUCH
  JURISDICTION.
    
 
                                                                   GROSX703   MC
<PAGE>
   
                        AIM LATIN AMERICAN GROWTH FUND:
                                 ADVISOR CLASS
    
 
   
                        50 California Street, 27th Floor
                            San Francisco, CA 94111
                                 (415) 392-6181
                           Toll Free: (800) 824-1580
    
 
                      Statement of Additional Information
                                  June 1, 1998
 
- --------------------------------------------------------------------------------
 
   
This  Statement of Additional Information relates to the Advisor Class shares of
AIM Latin American Growth Fund ("Fund"). The Fund is a non-diversified series of
AIM Investment Funds,  Inc. (the  "Company"), a  registered open-end  management
investment  company. This  Statement of Additional  Information, which  is not a
prospectus, supplements  and  should be  read  in conjunction  with  the  Fund's
current  Advisor  Class Prospectus  dated June  1,  1998. A  copy of  the Fund's
Prospectus is available without charge by either writing to the above address or
by calling the Fund at the toll-free telephone number printed above.
    
 
   
A  I  M  Advisors,  Inc.  ("AIM")  serves  as  the  investment  manager  of   an
administrator  for, and  INVESCO (NY),  Inc. (the  "Sub-adviser") serves  as the
investment sub-adviser and  sub-administrator for the  Fund. The distributor  of
the  Fund's shares is A I M  Distributors, Inc. ("AIM Distributors"). The Fund's
transfer agent  is GT  Global  Investor Services,  Inc.  ("GT Services"  or  the
"Transfer Agent").
    
 
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                                                           Page No.
                                                                                                                           --------
<S>                                                                                                                        <C>
Investment Objective and Policies........................................................................................      2
Options, Futures and Currency Strategies.................................................................................      5
Risk Factors.............................................................................................................     14
Investment Limitations...................................................................................................     18
Execution of Portfolio Transactions......................................................................................     20
Directors and Executive Officers.........................................................................................     22
Management...............................................................................................................     25
Valuation of Fund Shares.................................................................................................     26
Information Relating to Sales and Redemptions............................................................................     27
Taxes....................................................................................................................     29
Additional Information...................................................................................................     31
Investment Results.......................................................................................................     32
Description of Debt Ratings..............................................................................................     37
Financial Statements.....................................................................................................     39
</TABLE>
    
 
   
[LOGO]
    
 
                   Statement of Additional Information Page 1
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
                              INVESTMENT OBJECTIVE
                                  AND POLICIES
 
- --------------------------------------------------------------------------------
 
INVESTMENT OBJECTIVE
The  investment objective  of the  Fund is  capital appreciation.  The Fund will
normally invest at least 65% of its total assets in securities of a broad  range
of  Latin American issuers. Under current market conditions, the Fund expects to
invest  primarily  in  equity  and  debt  securities  issued  by  companies  and
governments in Mexico, Chile, Brazil and Argentina. Though the Fund can normally
invest  up to 35% of its total assets  in U.S. securities, the Fund reserves the
right to  be  primarily invested  in  U.S. securities  for  temporary  defensive
purposes or pending investment of the proceeds of the offering made hereby.
 
SELECTION OF EQUITY INVESTMENTS
In  determining  the  appropriate  distribution  of  investments  among  various
countries for  the  Fund, the  Sub-adviser  ordinarily considers  the  following
factors:  prospects for relative economic growth between the different countries
in which the Fund may invest; expected levels of inflation; government  policies
influencing business conditions; the outlook for interest rates; the outlook for
currency relationships; and the range of the individual investment opportunities
available to international investors.
 
In  analyzing companies for  investment by the  Fund, the Sub-adviser ordinarily
looks for  one  or  more  of the  following  characteristics:  an  above-average
earnings  growth per  share; high  return on  invested capital;  healthy balance
sheet; sound financial and accounting  policies and overall financial  strength;
strong  competitive advantages;  effective research and  product development and
marketing; efficient service; pricing  flexibility; strength of management;  and
general  operating characteristics  which will  enable the  companies to compete
successfully  in   their   respective  marketplaces.   In   certain   countries,
governmental  restrictions and  other limitations  on investment  may affect the
maximum percentage  of equity  ownership in  any  one company  by the  Fund.  In
addition,  in some instances only special classes of securities may be purchased
by foreigners and the market prices, liquidity and rights with respect to  those
securities may vary from shares owned by nationals.
 
There  may be times when, in the  opinion of the Sub-adviser, prevailing market,
economic or political conditions warrant  reducing the proportion of the  Fund's
assets  invested in equity securities and increasing the proportion held in cash
or short-term obligations  denominated in  U.S. dollars or  other currencies.  A
portion of the Fund's assets normally will be held in U.S. dollars or short-term
interest-bearing  dollar-denominated securities to  provide for ongoing expenses
and redemptions.
 
The Fund may be prohibited under the Investment Company Act of 1940, as  amended
("1940  Act") from purchasing the securities of any foreign company that, in its
most recent  fiscal year,  derived more  than  15% of  its gross  revenues  from
securities-related  activities ("securities-related companies").  In a number of
Latin American  countries, commercial  banks act  as securities  broker/dealers,
investment  advisers and underwriters or  otherwise engage in securities-related
activities, which may  limit the  Fund's ability  to hold  securities issued  by
banks.  The  Fund has  obtained an  exemption from  the Securities  and Exchange
Commission ("SEC") to permit it to invest in certain of these securities subject
to certain restrictions.
 
DEBT CONVERSIONS
Several Latin American countries have adopted debt conversion programs, pursuant
to which investors may use external  debt of a country, directly or  indirectly,
to  make investments in local companies. The  terms of the various programs vary
from country to country, although each program includes significant restrictions
on the  application  of the  proceeds  received in  the  conversion and  on  the
remittance  of profits on the  investment and of the  invested capital. The Fund
intends to acquire  Sovereign Debt, as  defined in the  Prospectus, to hold  and
trade in appropriate circumstances as described in the Prospectus, as well as to
participate  in Latin  American debt  conversion programs.  The Sub-adviser will
evaluate opportunities to enter into debt conversion transactions as they  arise
but  does not currently  intend to invest more  than 5% of  the Fund's assets in
such programs.
 
                   Statement of Additional Information Page 2
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
INVESTMENTS IN OTHER INVESTMENT COMPANIES
   
With respect to certain countries, investments by the Fund presently may be made
only by acquiring  shares of  other investment  companies (including  investment
vehicles  or companies advised by the Sub-adviser or its affiliates ("Affiliated
Funds")) with local governmental approval to invest in those countries. The Fund
may invest  in the  securities  of closed-end  investment companies  within  the
limits  of the 1940 Act. These limitations  currently provide, in part, that the
Fund may purchase shares  of a closed-end investment  company unless (a) such  a
purchase would cause the Fund to own in the aggregate more than 3 percent of the
total  outstanding voting stock of the investment company or (b) such a purchase
would cause the Fund to have more than 5 percent of its total assets invested in
the investment company or more than 10  percent of its total assets invested  in
the  aggregate in all  such investment companies.  Investment in such investment
companies may involve  the payment of  substantial premiums above  the value  of
such companies' portfolio securities. The Fund does not intend to invest in such
funds unless, in the judgment of the Sub-adviser, the potential benefits of such
investments  justify the payment of any  applicable premiums. The return on such
securities will be  reduced by  operating expenses of  such companies  including
payments  to the investment managers of those investment companies. With respect
to investments in  Affiliated Funds, AIM  and the Sub-adviser  will waive  their
advisory  fees to  the extent  that such fees  are based  on assets  of the Fund
invested in  Affiliated  Funds. At  such  time  as direct  investment  in  these
countries is allowed, the Fund anticipates investing directly in these markets.
    
 
DEPOSITORY RECEIPTS
The  Fund  may  hold securities  of  foreign  issuers in  the  form  of American
Depository  Receipts  ("ADRs"),  American  Depository  Shares  ("ADSs"),  Global
Depository  Receipts ("GDRs") and European Depository Receipts ("EDRs") or other
securities convertible  into  securities  of  eligible  foreign  issuers.  These
securities  may  not necessarily  be  denominated in  the  same currency  as the
securities for which they may be  exchanged. ADRs and ADSs are typically  issued
by  an American  bank or  trust company  which evidence  ownership of underlying
securities issued by a foreign  corporation. EDRs, which are sometimes  referred
to  as Continental Depository  Receipts ("CDRs"), are  receipts issued in Europe
typically by foreign banks and trust companies that evidence ownership of either
foreign or domestic securities.  GDRs are similar to  EDRs and are designed  for
use  in several  international financial  markets. Generally,  ADRs and  ADSs in
registered form are  designed for use  in United States  securities markets  and
EDRs  in bearer form  are designed for  use in European  securities markets. For
purposes of  the Fund's  investment policies,  the Fund's  investments in  ADRs,
ADSs,  GDRs and EDRs will  be deemed to be  investments in the equity securities
representing securities of foreign issuers into which they may be converted.
 
ADR facilities may be established as either "unsponsored" or "sponsored."  While
ADRs  issued under these two  types of facilities are  in some respects similar,
there are distinctions between  them relating to the  rights and obligations  of
ADR holders and the practices of market participants. A depository may establish
an  unsponsored  facility  without  participation by  (or  even  necessarily the
acquiescence of) the issuer of the deposited securities, although typically  the
depository  requests a  letter of  non-objection from  such issuer  prior to the
establishment of the facility.  Holders of unsponsored  ADRs generally bear  all
the  costs  of such  facilities. The  depository usually  charges fees  upon the
deposit and withdrawal of the deposited securities, the conversion of  dividends
into   U.S.  dollars,  the  disposition   of  non-cash  distributions,  and  the
performance of  other  services.  The  depository  of  an  unsponsored  facility
frequently  is  under  no obligation  to  distribute  shareholder communications
received from the issuer of the  deposited securities or to pass-through  voting
rights  to ADR  holders in  respect of  the deposited  securities. Sponsored ADR
facilities are created in generally  the same manner as unsponsored  facilities,
except  that  the  issuer of  the  deposited  securities enters  into  a deposit
agreement with the  depository. The deposit  agreement sets out  the rights  and
responsibilities  of  the  issuer,  the depository  and  the  ADR  holders. With
sponsored facilities, the issuer of the deposited securities generally will bear
some of the costs relating to the facility (such as dividend payment fees of the
depository), although ADR holders continue to bear certain other costs (such  as
deposit  and withdrawal fees).  Under the terms  of most sponsored arrangements,
depositories agree  to distribute  notices of  shareholder meetings  and  voting
instructions, and to provide shareholder communications and other information to
the  ADR holders at the  request of the issuer  of the deposited securities. The
Fund may invest in both sponsored and unsponsored ADRs.
 
WARRANTS OR RIGHTS
Warrants or  rights  may  be acquired  by  the  Fund in  connection  with  other
securities  or separately and provide  the Fund with the  right to purchase at a
later date other securities of the issuer.
 
LENDING OF PORTFOLIO SECURITIES
For the purpose of realizing additional income, the Fund may make secured  loans
of  portfolio securities  amounting to  not more than  25% of  its total assets.
Securities loans are made to broker/dealers or institutional investors  pursuant
to  agreements requiring that the loans be continuously secured by collateral at
least equal at all times  to the value of the  securities lent plus any  accrued
interest,  "marked to  market" on  a daily  basis. The  Fund may  pay reasonable
administrative
 
                   Statement of Additional Information Page 3
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
and custodial  fees  in connection  with  loans  of its  securities.  While  the
securities loan is outstanding, the Fund will continue to receive the equivalent
of  the interest or dividends  paid by the issuer on  the securities, as well as
interest on the investment  of the collateral  or a fee  from the borrower.  The
Fund  will have a right  to call each loan and  obtain the securities within the
stated settlement  period. The  Fund will  not  have the  right to  vote  equity
securities while they are lent, but it may call in a loan in anticipation of any
important vote. Loans will only be made to firms deemed by the Sub-adviser to be
of  good  standing  and  will  not  be  made  unless,  in  the  judgment  of the
Sub-adviser, the consideration to  be earned from such  loans would justify  the
risk.
 
COMMERCIAL BANK OBLIGATIONS
For  the  purposes  of  the  Fund's investment  policies  with  respect  to bank
obligations, obligations of foreign branches of U.S. banks and of foreign  banks
are obligations of the issuing bank and may be general obligations of the parent
bank.  Such obligations  may, however,  be limited  by the  terms of  a specific
obligation  and  by  government  regulation.  As  with  investment  in  non-U.S.
securities  in general,  investments in the  obligations of  foreign branches of
U.S. banks and of foreign  banks may subject the  Fund to investment risks  that
are  different  in some  respects from  those of  investments in  obligations of
domestic issuers. Although  the Fund will  typically acquire obligations  issued
and  supported by the credit of U.S. or foreign banks having total assets at the
time of  purchase in  excess of  $1 billion,  this $1  billion figure  is not  a
fundamental  investment policy or  restriction of the Fund.  For the purposes of
calculation with respect to the $1 billion figure, the assets of a bank will  be
deemed to include the assets of its U.S. and non-U.S. branches.
 
REPURCHASE AGREEMENTS
   
A  repurchase agreement is a transaction in  which the Fund purchases a security
from a bank or recognized securities dealer and simultaneously commits to resell
that security to the bank  or dealer at an agreed  upon price, date, and  market
rate  of interest  unrelated to  the coupon  rate or  maturity of  the purchased
security. Although repurchase agreements carry certain risks not associated with
direct investments in securities, including possible decline in the market value
of the underlying securities and delays and costs to the Fund if the other party
to the repurchase  agreement becomes bankrupt,  the Fund intends  to enter  into
repurchase agreements only with banks and dealers believed by the Sub-adviser to
present  minimum credit risks  in accordance with  guidelines established by the
Company's Board  of  Directors. The  Sub-adviser  will review  and  monitor  the
creditworthiness of such institutions under the Board's general supervision.
    
 
The  Fund will invest only in  repurchase agreements collateralized at all times
in an amount at least  equal to the repurchase  price plus accrued interest.  To
the  extent that the proceeds from any sale of such collateral upon a default in
the obligation to repurchase were less than the repurchase price, the Fund would
suffer a loss.  If the financial  institution which is  party to the  repurchase
agreement petitions for bankruptcy or otherwise becomes subject to bankruptcy or
other  liquidation proceedings, there may be  restrictions on the Fund's ability
to sell the collateral and the Fund  could suffer a loss. However, with  respect
to  financial  institutions  whose  bankruptcy  or  liquidation  proceedings are
subject to the U.S. Bankruptcy Code, the Fund intends to comply with  provisions
under  the U.S. Bankruptcy  Code that would  allow it immediately  to resell the
collateral. There is no limitation on the  amount of the Fund's assets that  may
be  subject to repurchase agreements at any  given time. The Fund will not enter
into a repurchase agreement  with a maturity  of more than seven  days if, as  a
result,  more than 10% of the value of  its net assets would be invested in such
repurchase agreements and other illiquid investments.
 
BORROWING AND REVERSE REPURCHASE AGREEMENTS
The Fund's borrowings will not exceed 33 1/3% of the Fund's total assets,  i.e.,
the  Fund's total assets at all times will  equal at least 300% of the amount of
outstanding borrowings.  If  market fluctuations  in  the value  of  the  Fund's
portfolio  holdings or other factors cause the  ratio of the Fund's total assets
to outstanding borrowings to fall below 300%,  the Fund may be required to  sell
portfolio  securities  to  restore  300% asset  coverage,  even  though  from an
investment standpoint such  sales might  be disadvantageous. The  Fund also  may
borrow  up to 5% of  its total assets for  temporary or emergency purposes other
than  to  meet  redemptions.  Any  borrowing  by  the  Fund  may  cause  greater
fluctuation  in the value of its  shares than would be the  case if the Fund did
not borrow. The Fund's nonfundamental  investment limitations prohibit the  Fund
from  purchasing securities  during times when  outstanding borrowings represent
more than 5% of its total assets.
 
The Fund  may enter  into reverse  repurchase agreements.  A reverse  repurchase
agreement is a borrowing transaction in which the Fund transfers possession of a
security  to another party, such as a  bank or broker/dealer in return for cash,
and agrees to repurchase  the security in  the future at  an agreed upon  price,
which  includes an interest component. The  Fund will segregate with a custodian
cash or other liquid securities in an amount sufficient to cover its obligations
under reverse  repurchase  agreements  with broker/dealers.  No  segregation  is
required for reverse repurchase agreements with banks.
 
                   Statement of Additional Information Page 4
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
SHORT SALES
The  Fund  may  make short  sales  of  securities, although  it  has  no current
intention of doing so. A short sale is  a transaction in which the Fund sells  a
security  in anticipation that  the market price of  that security will decline.
The Fund may  make short  sales (i)  as a form  of hedging  to offset  potential
declines  in long positions in securities it owns, or anticipates acquiring, and
(ii) in order to maintain portfolio flexibility.
 
When the Fund makes a short sale of  a security it does not own, it must  borrow
the   security  sold  short  and  deliver  it  to  the  broker-dealer  or  other
intermediary through which it made  the short sale. The Fund  may have to pay  a
fee  to borrow particular securities and will often be obligated to pay over any
payments received on such borrowed securities.
 
The Fund's obligation  to replace the  borrowed security when  the borrowing  is
called or expires will be secured by collateral deposited with the intermediary.
The  Fund will also be required to  deposit collateral with its custodian to the
extent, if any, necessary so that the  value of both collateral deposits in  the
aggregate  is at all times equal to at least 100% of the current market value of
the security sold short.  Depending on arrangements  made with the  intermediary
from which it borrowed the security regarding payment of any amounts received by
the  Fund on  such security,  the Fund may  not receive  any payments (including
interest) on its collateral deposited with such intermediary.
 
If the price of the security sold short increases between the time of the  short
sale and the time the Fund replaces the borrowed security, the Fund will incur a
loss;  conversely, if the price declines, the Fund will realize a gain. Any gain
will be decreased, and any loss  increased, by the transaction costs  associated
with  the transaction. Although the Fund's gain is limited by the price at which
it sold the security short, its potential loss is theoretically unlimited.
 
The Fund will not make  a short sale if, after  giving effect to such sale,  the
market  value of the securities sold short exceeds 25% of the value of its total
assets or the Fund's aggregate short sales  of the securities of any one  issuer
exceed  the lesser of 2% of the Fund's net assets or 2% of the securities of any
class of the  issuer. Moreover, the  Fund may  engage in short  sales only  with
respect  to securities  listed on a  national securities exchange.  The Fund may
make short sales "against the box" without respect to such limitations. In  this
type  of short sale, at the  time of the sale the  Fund owns the security it has
sold short  or  has the  immediate  and unconditional  right  to acquire  at  no
additional cost the identical security.
 
TEMPORARY DEFENSIVE STRATEGIES
   
The Latin American Growth Fund may invest in the following types of money market
securities  (i.e., debt  instruments with  less than  12 months  remaining until
maturity) denominated in U.S. dollars or  in the currency of any Latin  American
country,  which consist of: (a) obligations issued or guaranteed by (i) the U.S.
government or the  government of  a Latin  American country,  their agencies  or
instrumentalities,  or municipalities; (ii) international organizations designed
or supported  by  multiple foreign  governmental  entities to  promote  economic
reconstruction  or development  ("supranational entities");  (b) finance company
obligations,  corporate  commercial  paper   and  other  short-term   commercial
obligations;  (c)  bank  obligations (including  certificates  of  deposit, time
deposits, demand deposits  and bankers' acceptances)  (d) repurchase  agreements
with  respect to the  foregoing; and (e)  other substantially similar short-term
debt securities with comparable risk characteristics.
    
 
   
The Latin American Growth Fund  may invest in commercial  paper rated as low  as
A-3  by  S&P or  P-3  by Moody's.  Such obligations  are  considered to  have an
acceptable capacity for timely repayment. However, these securities may be  more
vulnerable  to  adverse effects  or  changes in  circumstances  than obligations
carrying higher designations.
    
 
- --------------------------------------------------------------------------------
 
                         OPTIONS, FUTURES AND CURRENCY
                                   STRATEGIES
 
- --------------------------------------------------------------------------------
 
SPECIAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES
The use of options, futures  contracts and forward currency contracts  ("Forward
Contracts") involves special considerations and risks, as described below. Risks
pertaining to particular instruments are described in the sections that follow.
 
        (1)  Successful  use  of  most of  these  instruments  depends  upon the
    Sub-adviser's ability to  predict movements  of the  overall securities  and
    currency markets, which requires different skills than predicting changes in
    the prices of individual securities. While the Sub-adviser is experienced in
    the  use of these instruments, there can be no assurance that any particular
    strategy adopted will succeed.
 
                   Statement of Additional Information Page 5
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
        (2) There  might  be  imperfect correlation,  or  even  no  correlation,
    between  price  movements  of  an  instrument  and  price  movements  of the
    investments being hedged. For example, if the value of an instrument used in
    a short hedge  increased by less  than the  decline in value  of the  hedged
    investment,  the  hedge  would  not  be fully  successful.  Such  a  lack of
    correlation might  occur  due to  factors  unrelated  to the  value  of  the
    investments  being hedged,  such as  speculative or  other pressures  on the
    markets in  which the  hedging instrument  is traded.  The effectiveness  of
    hedges  using hedging  instruments on indices  will depend on  the degree of
    correlation between price movements in the index and price movements in  the
    investments being hedged.
 
        (3) Hedging strategies, if successful, can reduce risk of loss by wholly
    or  partially offsetting the negative  effect of unfavorable price movements
    in the investments being hedged. However, hedging strategies can also reduce
    opportunity for gain by  offsetting the positive  effect of favorable  price
    movements in the hedged investments. For example, if the Fund entered into a
    short  hedge because the Sub-adviser  projected a decline in  the price of a
    security in the Fund's portfolio, and  the price of that security  increased
    instead,  the gain from that increase might be wholly or partially offset by
    a decline in the price of the hedging instrument. Moreover, if the price  of
    the  hedging instrument declined by  more than the increase  in the price of
    the security, the Fund could  suffer a loss. In  either such case, the  Fund
    would have been in a better position had it not hedged at all.
 
        (4) As described below, the Fund might be required to maintain assets as
    "cover,"  maintain segregated accounts or make margin payments when it takes
    positions in  instruments  involving  obligations to  third  parties  (I.E.,
    instruments  other than purchased options). If the Fund were unable to close
    out its positions in such instruments,  it might be required to continue  to
    maintain  such assets or  accounts or make such  payments until the position
    expired or matured. The requirements might impair the Fund's ability to sell
    a portfolio security or make an investment at a time when it would otherwise
    be favorable to do so, or require that the Fund sell a portfolio security at
    a disadvantageous time.  The Fund's ability  to close out  a position in  an
    investment  prior to  expiration or maturity  depends on the  existence of a
    liquid secondary market or, in the absence of such a market, the ability and
    willingness of the other party to the transaction ("contra party") to  enter
    into  a  transaction  closing  out  the  position.  Therefore,  there  is no
    assurance that any position can  be closed out at a  time and price that  is
    favorable to the Fund.
 
WRITING CALL OPTIONS
The  Fund may write  (sell) call options on  securities, indices and currencies.
Call options will generally be written on securities and currencies that, in the
opinion of the Sub-adviser are not expected to make any major price moves in the
near future  but  that,  over  the  long  term,  are  deemed  to  be  attractive
investments for the Fund.
 
A  call option  gives the  holder (buyer)  the right  to purchase  a security or
currency at a specified price (the  exercise price) at any time until  (American
Style)  or on (European Style) a certain  date (the expiration date). So long as
the obligation of the writer of a  call option continues, he may be assigned  an
exercise  notice, requiring him  to deliver the  underlying security or currency
against payment  of the  exercise  price. This  obligation terminates  upon  the
expiration  of the call option, or such earlier time at which the writer effects
a closing  purchase  transaction  by  purchasing an  option  identical  to  that
previously sold.
 
Portfolio  securities or currencies on which call options may be written will be
purchased solely on the basis  of investment considerations consistent with  the
Fund's  investment objectives. When  writing a call option,  the Fund, in return
for the premium, gives up  the opportunity for profit  from a price increase  in
the  underlying security or  currency above the exercise  price, and retains the
risk of loss should the  price of the security  or currency decline. Unlike  one
who  owns securities  or currencies not  subject to  an option, the  Fund has no
control over  when it  may be  required  to sell  the underlying  securities  or
currencies,  since  most options  may  be exercised  at  any time  prior  to the
option's expiration. If  a call option  that the Fund  has written expires,  the
Fund will realize a gain in the amount of the premium; however, such gain may be
offset  by a decline in the market  value of the underlying security or currency
during the option period. If the call option is exercised, the Fund will realize
a gain or loss from the sale of the underlying security or currency, which  will
be  increased or offset  by the premium  received. The Fund  does not consider a
security or currency covered by  a call option to be  "pledged" as that term  is
used in the Fund's policy that limits the pledging or mortgaging of its assets.
 
Writing  call options can serve as a limited short hedge because declines in the
value of the  hedged investment would  be offset  to the extent  of the  premium
received   for  writing  the  option.  However,  if  the  security  or  currency
appreciates to a price higher than the exercise price of the call option, it can
be expected that the option will be exercised and the Fund will be obligated  to
sell the security or currency at less than its market value.
 
The  premium  that the  Fund receives  for writing  a call  option is  deemed to
constitute the market value of an option. The premium the Fund will receive from
writing a call option will reflect, among other things, the current market price
of the
 
                   Statement of Additional Information Page 6
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
underlying investment, the  relationship of  the exercise price  to such  market
price,  the historical  price volatility of  the underlying  investment, and the
length of the  option period. In  determining whether a  particular call  option
should  be  written, the  Sub-adviser will  consider  the reasonableness  of the
anticipated premium and the likelihood that a liquid secondary market will exist
for those options.
 
Closing transactions  will  be effected  in  order to  realize  a profit  on  an
outstanding  call option,  to prevent  an underlying  security or  currency from
being called, or  to permit  the sale of  the underlying  security or  currency.
Furthermore,  effecting  a closing  transaction will  permit  the Fund  to write
another call  option  on the  underlying  security  or currency  with  either  a
different exercise price, expiration date or both.
 
The  Fund will pay transaction  costs in connection with  the writing of options
and in entering into closing  purchase contracts. Transaction costs relating  to
options  activity are  normally higher  than those  applicable to  purchases and
sales of portfolio securities.
 
The exercise price of the  options may be below, equal  to or above the  current
market values of the underlying securities or currencies at the time the options
are  written. From time to time, the Fund may purchase an underlying security or
currency for delivery in accordance with the exercise of an option, rather  than
delivering  such  security  or  currency  from  its  portfolio.  In  such cases,
additional costs will be incurred.
 
The Fund will realize a  profit or loss from  a closing purchase transaction  if
the  cost of  the transaction  is less or  more, respectively,  than the premium
received from writing  the option. Because  increases in the  market price of  a
call  option  will  generally  reflect  increases in  the  market  price  of the
underlying security or  currency, any loss  resulting from the  repurchase of  a
call  option is likely to be  offset in whole or in  part by appreciation of the
underlying security or currency owned by the Fund.
 
WRITING PUT OPTIONS
The Fund may  write put  options on securities,  indices and  currencies. A  put
option  gives the  purchaser of  the option  the right  to sell,  and the writer
(seller) the  obligation to  buy, the  underlying security  or currency  at  the
exercise  price at any  time until (American  Style) or on  (European Style) the
expiration date. The operation of put options in other respects, including their
related risks and rewards, is substantially identical to that of call options.
 
The  Fund  would  generally  write  put  options  in  circumstances  where   the
Sub-adviser  wishes  to purchase  the underlying  security  or currency  for the
Fund's portfolio at a price lower than the current market price of the  security
or  currency. In such  event, the Fund would  write a put  option at an exercise
price that reduced  by the premium  received on the  option, reflects the  lower
price  it is willing to pay. Since the  Fund would also receive interest on debt
securities or currencies maintained to cover  the exercise price of the  option,
this  technique could be used to enhance current return during periods of market
uncertainty. The risk in such  a transaction would be  that the market price  of
the  underlying security or currency would decline below the exercise price less
the premium received.
 
Writing put options can serve as a  limited long hedge because increases in  the
value  of the  hedged investment would  be offset  to the extent  of the premium
received  for  writing  the  option.  However,  if  the  security  or   currency
depreciates  to a price lower than the exercise  price of the put option, it can
be expected that the put option will be exercised and the Fund will be obligated
to purchase the security or currency at more than its market value.
 
PURCHASING PUT OPTIONS
The Fund may purchase put options on securities, indices and currencies. As  the
holder  of a put  option, the Fund would  have the right  to sell the underlying
security or currency at the exercise price at any time until (American Style) or
on (European Style) the  expiration date. The Fund  may enter into closing  sale
transactions  with  respect to  such options,  exercise them  or permit  them to
expire.
 
The Fund  may  purchase a  put  option on  an  underlying security  or  currency
("protective  put") owned by the Fund  to protect against an anticipated decline
in the  value of  the security  or currency.  Such protection  is provided  only
during  the life  of the  put option  when the  Fund, as  the holder  of the put
option, is able to sell the underlying security or currency at the put  exercise
price  regardless of  any decline in  the underlying security's  market price or
currency's exchange  value.  The  premium  paid  for  the  put  option  and  any
transaction  costs would reduce any  profit otherwise available for distribution
when the security or currency is eventually sold.
 
The Fund may also purchase put options at a time when the Fund does not own  the
underlying  security or  currency. By  purchasing put  options on  a security or
currency it does not own, the Fund seeks to benefit from a decline in the market
price of the underlying security or currency. If the put option is not sold when
it has remaining value, and  if the market price  of the underlying security  or
currency  remains equal to or greater than the exercise price during the life of
the put
 
                   Statement of Additional Information Page 7
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
option, the Fund will lose its entire investment in the put option. In order for
the purchase  of  a  put option  to  be  profitable, the  market  price  of  the
underlying  security or  currency must  decline sufficiently  below the exercise
price to cover the premium and transaction costs, unless the put option is  sold
in a closing sale transaction.
 
PURCHASING CALL OPTIONS
The Fund may purchase call options or securities, indices and currencies. As the
holder  of  a  call  option, the  Fund  would  have the  right  to  purchase the
underlying security  or  currency  at  the exercise  price  at  any  time  until
(American  Style) or on (European Style) the expiration date. The Fund may enter
into closing sale transactions  with respect to such  options, exercise them  or
permit them to expire.
 
Call  options may  be purchased  by the  Fund for  the purpose  of acquiring the
underlying security or currency for its portfolio. Utilized in this fashion, the
purchase of  call options  would enable  the  Fund to  acquire the  security  or
currency  at the  exercise price of  the call  option plus the  premium paid. At
times, the net cost of acquiring the security or currency in this manner may  be
less  than  the  cost  of  acquiring the  security  or  currency  directly. This
technique may  also  be useful  to  the Fund  in  purchasing a  large  block  of
securities  that would be more difficult  to acquire by direct market purchases.
So long as it holds such a  call option, rather than the underlying security  or
currency  itself, the Fund is partially protected from any unexpected decline in
the market price  of the  underlying security or  currency and,  in such  event,
could  allow the call option  to expire, incurring a loss  only to the extent of
the premium paid for the option.
 
The Fund also may purchase call  options on underlying securities or  currencies
it  owns  to avoid  realizing losses  that would  result in  a reduction  of its
current return. For  example, where the  Fund has  written a call  option on  an
underlying security or currency having a current market value below the price at
which  it purchased the  security or currency,  an increase in  the market price
could result in  the exercise of  the call option  written by the  Fund and  the
realization  of a loss on the  underlying security or currency. Accordingly, the
Fund could purchase a call option  on the same underlying security or  currency,
which  could be exercised  to fulfill the Fund's  delivery obligations under its
written call (if it is exercised). This  strategy could allow the Fund to  avoid
selling  the portfolio security or currency at  a time when it has an unrealized
loss; however, the Fund would have to pay a premium to purchase the call  option
plus transaction costs.
 
Aggregate  premiums paid  for put  and call  options will  not exceed  5% of the
Fund's total assets at the time of purchase.
 
The Fund may attempt to accomplish objectives similar to those involved in using
Forward Contracts by purchasing put or call options on currencies. A put  option
gives  the  Fund as  purchaser  the right  (but not  the  obligation) to  sell a
specified amount of currency at the  exercise price at any time until  (American
Style  or on (European Style) the expiration  date. A call option gives the Fund
as purchaser the right (but not  the obligation) to purchase a specified  amount
of  currency at  the exercise  price at  any time  until (American  Style) or on
(European Style) the  expiration date. The  Fund might purchase  a currency  put
option,  for example, to protect itself against a decline in the dollar value of
a currency  in  which  it  holds  or  anticipates  holding  securities.  If  the
currency's  value should decline against the  dollar, the loss in currency value
should be offset, in whole or in part,  by an increase in the value of the  put.
If the value of the currency instead should rise against the dollar, any gain to
the  Fund would  be reduced by  the premium  it had paid  for the  put option. A
currency call option might be purchased, for example, in anticipation of, or  to
protect  against, a rise in the value against  the dollar of a currency in which
the Fund anticipates purchasing securities.
 
Options may  be either  listed  on an  exchange  or traded  in  over-the-counter
("OTC")  markets. Listed options are third-party contracts (I.E., performance of
the obligations of  the purchaser and  seller is guaranteed  by the exchange  or
clearing corporation), and have standardized strike prices and expiration dates.
OTC options are two-party contracts with negotiated strike prices and expiration
dates.  The Fund will not  purchase an OTC option  unless it believes that daily
valuations for  such options  are readily  obtainable. OTC  options differ  from
exchange-traded options in that OTC options are transacted with dealers directly
and   not  through  a  clearing   corporation  (which  guarantees  performance).
Consequently, there  is  a risk  of  non-performance  by the  dealer.  Since  no
exchange  is involved, OTC options are valued on  the basis of an average of the
last bid prices obtained from dealers,  unless a quotation from only one  dealer
is  available, in which case only that dealer's  price will be used. In the case
of OTC options, there can  be no assurance that  a liquid secondary market  will
exist for any particular option at any specific time.
 
The  staff of the SEC considers purchased OTC options to be illiquid securities.
The Fund  may also  sell OTC  options and,  in connection  therewith,  segregate
assets or cover its obligations with respect to OTC options written by the Fund.
The  assets used as cover for OTC options written by the Fund will be considered
illiquid unless the OTC options are sold to qualified dealers who agree that the
Fund may repurchase any OTC option it writes at a maximum price to be calculated
by a formula  set forth in  the option agreement.  The cover for  an OTC  option
written subject to this procedure would be
 
                   Statement of Additional Information Page 8
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
considered  illiquid only to the extent  that the maximum repurchase price under
the formula exceeds the intrinsic value of the option.
 
The Fund's  ability to  establish  and close  out positions  in  exchange-listed
options  depends  on the  existence  of a  liquid  market. The  Fund  intends to
purchase or write only those exchange-traded options for which there appears  to
be  a liquid secondary  market. However, there  can be no  assurance that such a
market will exist at any particular  time. Closing transactions can be made  for
OTC  options  only  by  negotiating  directly with  the  contra  party  or  by a
transaction in the secondary market if any such market exists. Although the Fund
will enter into OTC  options only with  contra parties that  are expected to  be
capable  of  entering  into closing  transactions  with  the Fund,  there  is no
assurance that the Fund will in fact be able to close out an OTC option position
at a favorable  price prior to  expiration. In  the event of  insolvency of  the
contra  party, the Fund might  be unable to close out  an OTC option position at
any time prior to its expiration.
 
INDEX OPTIONS
Puts and calls on indices are similar to puts and calls on securities or futures
contracts except that all settlements  are in cash and  gain or loss depends  on
changes  in the index in question (and thus on price movements in the securities
market or a particular market sector  generally) rather than on price  movements
in individual securities or futures contracts. When the Fund writes a call or an
index,  it receives a premium and agrees that, prior to the expiration date, the
purchaser of the call, upon exercise of the call, will receive from the Fund  an
amount of cash if the closing level of the index upon which the call is based is
greater  than the exercise price of the call. The amount of cash is equal to the
difference between the closing price of the index and the exercise price of  the
call  times a specified multiple (the  "multiplier"), which determines the total
dollar value for each point of such difference. When the Fund buys a call on  an
index,  it  pays a  premium and  has  the same  rights as  to  such call  as are
indicated above. When the Fund buys a put on an index, it pays a premium and has
the right, prior to the expiration date, to require the seller of the put,  upon
the  Fund's exercise of the put, to deliver to the Fund an amount of cash if the
closing level of the index upon which the put is based is less than the exercise
price of the  put, which  amount of  cash is  determined by  the multiplier,  as
described above for calls. When the Fund writes a put on an index, it receives a
premium  and  the purchaser  has the  right,  prior to  the expiration  date, to
require the Fund  to deliver to  it an amount  of cash equal  to the  difference
between  the  closing  level of  the  index  and the  exercise  price  times the
multiplier, if the closing level is less than the exercise price.
 
The risks  of  investment  in index  options  may  be greater  than  options  on
securities.  Because index options are  settled in cash, when  the Fund writes a
call on  an index  it cannot  provide in  advance for  its potential  settlement
obligations  by acquiring  and holding the  underlying securities.  The Fund can
offset some of the  risk of writing  a call index option  position by holding  a
diversified  portfolio of  securities similar to  those on  which the underlying
index is based.  However, the Fund  cannot, as a  practical matter, acquire  and
hold  a portfolio containing  exactly the same securities  as underlie the index
and, as a result, bears a risk that  the value of the securities held will  vary
from the value of the index.
 
Even  if the Fund could assemble  a securities portfolio that exactly reproduced
the composition of  the underlying index,  it still would  not be fully  covered
from  a risk standpoint because  of the "timing risk"  inherent in writing index
options. When an index option is exercised,  the amount of cash that the  holder
is  entitled to  receive is  determined by  the difference  between the exercise
price and the closing index level on  the date when the option is exercised.  As
with other kinds of options, the Fund, as the call writer, will not know that it
has  been assigned  until the next  business day  at the earliest.  The time lag
between exercise and  notice of assignment  poses no  risk for the  writer of  a
covered  call on a  specific underlying security, such  as common stock, because
there the writer's obligation is to deliver the underlying security, not to  pay
its value as of a fixed time in the past. So long as the writer already owns the
underlying  security,  it  can  satisfy  its  settlement  obligations  by simply
delivering it, and the risk that its value may have declined since the  exercise
date  is borne by the  exercising holder. In contrast, even  if the writer of an
index call holds securities that exactly match the composition of the underlying
index, it will not be able  to satisfy its assignment obligations by  delivering
those  securities against  payment of  the exercise  price. Instead,  it will be
required to  pay cash  in an  amount based  on the  closing index  value on  the
exercise  date; and by the  time it learns that it  has been assigned, the index
may have declined, with a corresponding  decline in the value of its  securities
portfolio.  This "timing risk" is an inherent limitation on the ability of index
call writers to cover their risk exposure by holding securities positions.
 
If the Fund purchases an index option and exercises it before the closing  index
value  for  that day  is  available, it  runs  the risk  that  the level  of the
underlying index may subsequently change. If such a change causes the  exercised
option to fall out-of-the-money, the Fund will be required to pay the difference
between  the closing index value and the exercise price of the option (times the
applicable multiplier) to the assigned writer.
 
                   Statement of Additional Information Page 9
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
INTEREST RATE, CURRENCY AND STOCK INDEX FUTURES CONTRACTS
The Fund may  enter into interest  rate or currency  futures contracts, and  may
enter  into stock  index futures  contracts (collectively  "Futures" or "Futures
Contracts"), as a hedge against changes in prevailing levels of interest  rates,
currency  exchange rates or  stock prices in order  to establish more definitely
the effective return on securities or currencies held or intended to be acquired
by the Fund. The Fund's transactions may  include sales of Futures as an  offset
against  the effect  of expected increases  in interest rates,  and decreases in
currency exchange rates and stock prices, and purchases of Futures as an  offset
against  the effect  of expected  declines in  interest rates,  and increases in
currency exchange rates and stock prices.
 
The Fund  will only  enter into  Futures Contracts  that are  traded on  futures
exchanges  and are  standardized as  to maturity  date and  underlying financial
instrument. Futures  exchanges and  trading  thereon in  the United  States  are
regulated  under the  Commodity Exchange  Act by  the Commodity  Futures Trading
Commission ("CFTC"). Futures are exchanged in London at the London International
Financial Futures Exchange.
 
Although techniques other than sales and purchases of Futures Contracts could be
used to reduce the Fund's exposure to interest rate, currency exchange rate  and
stock  market fluctuations,  the Fund  may be  able to  hedge its  exposure more
effectively and at a lower cost through using Futures Contracts.
 
A Futures Contract provides  for the future  sale by one  party and purchase  by
another party of a specified amount of a specific financial instrument (security
or  currency) for  a specified price  at a  designated date, time  and place. An
index Futures Contract provides for the delivery, at a designated date, time and
place, of  an amount  of  cash equal  to a  specified  dollar amount  times  the
difference  between the index value at the  close of trading on the contract and
the price  at which  the  Futures Contract  is  originally struck;  no  physical
delivery  of the  securities comprising  the index  is made.  Brokerage fees are
incurred when a Futures Contract is bought or sold, and margin deposits must  be
maintained at all times the Futures Contract is outstanding.
 
Although  Futures Contracts typically require future delivery of and payment for
financial instruments or  currencies, Futures Contracts  are usually closed  out
before  the delivery date. Closing out an open Futures Contract sale or purchase
is effected by entering  into an offsetting Futures  Contract purchase or  sale,
respectively,   for  the  same  aggregate  amount  of  the  identical  financial
instrument or currency and  the same delivery date.  If the offsetting  purchase
price  is less than the original sale price,  the Fund realizes a gain; if it is
more, the Fund realizes a loss. Conversely, if the offsetting sale price is more
than the original purchase price, the Fund  realizes a gain; if it is less,  the
Fund  realizes a  loss. The  transaction costs  must also  be included  in these
calculations. There can be no assurance, however, that the Fund will be able  to
enter  into  an  offsetting transaction  with  respect to  a  particular Futures
Contract at  a particular  time.  If the  Fund  is not  able  to enter  into  an
offsetting  transaction, the Fund  will continue to be  required to maintain the
margin deposits on the Futures Contract.
 
As an example of an offsetting transaction, the contractual obligations  arising
from the sale of one Futures Contract of September Treasury Bills on an exchange
may  be fulfilled  at any  time before  delivery under  the Futures  Contract is
required (I.E., on a specified date  in September, the "delivery month") by  the
purchase  of another  Futures Contract of  September Treasury Bills  on the same
exchange. In such instance the difference between the price at which the Futures
Contract was  sold  and  the  price paid  for  the  offsetting  purchase,  after
allowance for transaction costs, represents the profit or loss to the Fund.
 
The  Fund's Futures transactions will be entered into for hedging purposes only;
that is, Futures  Contracts will be  sold to  protect against a  decline in  the
price  of securities or currencies that the Fund owns, or Futures Contracts will
be purchased to protect the Fund against an increase in the price of  securities
or currencies it has committed to purchase or expects to purchase.
 
"Margin"  with respect to Futures Contracts is  the amount of funds that must be
deposited by the Fund in order to  initiate Futures trading and to maintain  the
Fund's  open  positions in  Futures Contracts.  A margin  deposit made  when the
Futures Contract is entered  into ("initial margin") is  intended to assure  the
Fund's  performance  under  the  Futures Contract.  The  margin  required  for a
particular Futures Contract is set by the exchange on which the Futures Contract
is traded and may be  significantly modified from time  to time by the  exchange
during the term of the Futures Contract.
 
Subsequent  payments,  called  "variation  margin,"  to  and  from  the  futures
commission merchant through  which the  Fund entered into  the Futures  Contract
will  be made on a daily basis as the price of the underlying security, currency
or index fluctuates making the Futures Contract more or less valuable, a process
known as marking-to-market.
 
    RISKS OF  USING  FUTURES CONTRACTS.  The  prices of  Futures  Contracts  are
volatile  and  are influenced,  among other  things,  by actual  and anticipated
changes in  interest rates  and currency  exchange rates,  and in  stock  market
movements,  which  in turn  are  affected by  fiscal  and monetary  policies and
national and international political and economic events.
 
                  Statement of Additional Information Page 10
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
There is a risk  of imperfect correlation between  changes in prices of  Futures
Contracts  and prices  of the securities  or currencies in  the Fund's portfolio
being  hedged.  The   degree  of  imperfection   of  correlation  depends   upon
circumstances  such as: variations in speculative  market demand for Futures and
for securities or currencies, including technical influences in Futures trading;
and  differences  between  the  financial  instruments  being  hedged  and   the
instruments  underlying the standard Futures  Contracts available for trading. A
decision of whether, when and how to hedge involves skill and judgment, and even
a well-conceived hedge may be unsuccessful to some degree because of  unexpected
market behavior or interest or currency rate trends.
 
Because  of  the  low  margin deposits  required,  Futures  trading  involves an
extremely high  degree  of leverage.  As  a  result, a  relatively  small  price
movement  in a Futures Contract may result in immediate and substantial loss, as
well as gain, to the investor. For example,  if at the time of purchase, 10%  of
the  value of  the Futures  Contract is  deposited as  margin, a  subsequent 10%
decrease in the value of  the Futures Contract would result  in a total loss  of
the  margin  deposit, before  any deduction  for the  transaction costs,  if the
account were then closed  out. A 15%  decrease would result in  a loss equal  to
150%  of the original margin  deposit, if the Futures  Contract were closed out.
Thus, a purchase or sale of a Futures Contract may result in losses in excess of
the amount invested in the Futures Contract.
 
Most U.S. Futures exchanges limit the amount of fluctuation permitted in Futures
Contract and options on Futures Contract prices during a single trading day. The
daily limit establishes the maximum amount that the price of a Futures  Contract
or option may vary either up or down from the previous day's settlement price at
the  end  of a  trading session.  Once the  daily  limit has  been reached  in a
particular type of Futures Contract or option, no trades may be made on that day
at a price beyond that limit. The daily limit governs only price movement during
a particular trading day and therefore does not limit potential losses,  because
the limit may prevent the liquidation of unfavorable positions. Futures Contract
and  option  prices  have occasionally  moved  to  the daily  limit  for several
consecutive trading days with  little or no  trading, thereby preventing  prompt
liquidation of positions and subjecting some traders to substantial losses.
 
If the Fund were unable to liquidate a Futures or option on Futures position due
to  the absence of a liquid secondary  market or the imposition of price limits,
it could incur  substantial losses.  The Fund would  continue to  be subject  to
market  risk with respect  to the position.  In addition, except  in the case of
purchased options,  the  Fund  would  continue to  be  required  to  make  daily
variation  margin payments and might be  required to maintain the position being
hedged by the Future or option or to maintain cash or securities in a segregated
account.
 
Certain characteristics  of the  Futures  market might  increase the  risk  that
movements  in the prices  of Futures Contracts  or options on  Futures might not
correlate perfectly  with  movements in  the  prices of  the  investments  being
hedged.  For example,  all participants  in the  Futures and  options on Futures
Markets are subject to  daily variation margin calls  and might be compelled  to
liquidate  Futures  or  options on  Futures  positions whose  prices  are moving
unfavorably to avoid being  subject to further  calls. These liquidations  could
increase  price  volatility  of the  instruments  and distort  the  normal price
relationship between the Futures  or options and  the investments being  hedged.
Also, because initial margin deposit requirements in the Futures market are less
onerous  than  margin requirements  in the  securities  markets, there  might be
increased  participation   by  speculators   in   the  Futures   markets.   This
participation  also  might  cause  temporary  price  distortions.  In  addition,
activities of large traders in both the Futures and securities markets involving
arbitrage, "program trading"  and other  investment strategies  might result  in
temporary price distortions.
 
OPTIONS ON FUTURES CONTRACTS
Options  on Futures Contracts are similar to options on securities or currencies
except that options on Futures Contracts give the purchaser the right, in return
for the  premium paid,  to  assume a  position in  a  Futures Contract  (a  long
position  if the option is a call and a  short position if the option is a put),
at a specified exercise price at any time during the period of the option.  Upon
exercise  of the option, the  delivery of the Futures  position by the writer of
the option to the holder  of the option will be  accompanied by delivery of  the
accumulated balance in the writer's Futures margin account, which represents the
amount  by which the market price of  the Futures Contract, at exercise, exceeds
(in the case of  a call) or  is less than (in  the case of  a put) the  exercise
price  of the option on  the Futures Contract. If an  option is exercised on the
last trading day prior to the expiration date of the option, the settlement will
be made entirely in cash equal to  the difference between the exercise price  of
the  option and the  closing level of  the securities, currencies  or index upon
which the  Futures Contract  is  based on  the  expiration date.  Purchasers  of
options  who fail to exercise their options  prior to the exercise date suffer a
loss of the premium paid.
 
The purchase of  call options  on Futures  can serve as  a long  hedge, and  the
purchase  of put  options on Futures  can serve  as a short  hedge. Writing call
options on Futures can serve as a  limited short hedge, and writing put  options
on  Futures can serve as a limited long  hedge, using a strategy similar to that
used for writing options on securities, foreign currencies or indices.
 
                  Statement of Additional Information Page 11
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
If the Fund  writes an  option on  a Futures Contract,  it will  be required  to
deposit  initial and variation margin pursuant  to requirements similar to those
applicable to Futures Contracts. Premiums received from the writing of an option
on a Futures Contract are included in the initial margin deposit.
 
The Fund may seek to close out an option position by selling an option  covering
the  same Futures  Contract and  having the  same exercise  price and expiration
date. The  ability to  establish and  close  out positions  on such  options  is
subject to the maintenance of a liquid secondary market.
 
LIMITATIONS  ON  USE  OF FUTURES,  OPTIONS  ON  FUTURES AND  CERTAIN  OPTIONS ON
CURRENCIES
   
To the extent that  the Fund enters into  Futures Contracts, options on  Futures
Contracts,  and  options  on  foreign  currencies  traded  on  a  CFTC-regulated
exchange, in each case other than for BONA FIDE hedging purposes (as defined  by
the CFTC), the aggregate initial margin and premiums required to establish those
positions  (excluding the amount  by which options  are "in-the-money") will not
exceed 5% of the  liquidation value of the  Fund's portfolio, after taking  into
account  unrealized profits and unrealized losses  on any contracts the Fund has
entered into. In general, a call option on a Futures Contract is  "in-the-money"
if  the  value of  the  underlying Futures  Contract  exceeds the  strike, I.E.,
exercise,  price  of  the  call;  a   put  option  on  a  Futures  Contract   is
"in-the-money"  if the value  of the underlying Futures  Contract is exceeded by
the strike price of  the put. This  guideline may be  modified by the  Company's
Board  of Directors without  a shareholder vote. This  limitation does not limit
the percentage of the Fund's assets at risk to 5%.
    
 
FORWARD CONTRACTS
A Forward Contract is an obligation, usually arranged with a commercial bank  or
other  currency dealer, to purchase or  sell a currency against another currency
at a future date and  price as agreed upon by  the parties. The Fund may  either
accept or make delivery of the currency at the maturity of the Forward Contract.
The  Fund may also, if its contra party  agrees, prior to maturity, enter into a
closing transaction involving the purchase or sale of an offsetting contract.
 
The Fund engages  in forward  currency transactions  in anticipation  of, or  to
protect  itself against, fluctuations  in exchange rates. The  Fund might sell a
particular foreign  currency  forward, for  example,  when it  holds  securities
denominated  in a  foreign currency but  anticipates, and seeks  to be protected
against, a decline in the currency against the U.S. dollar. Similarly, the  Fund
might  sell the U.S. dollar forward when it holds securities denominated in U.S.
dollars, but anticipates, and  seeks to be protected  against, a decline in  the
U.S.  dollar relative  to other currencies.  Further, the Fund  might purchase a
currency forward  to "lock  in"  the price  of  securities denominated  in  that
currency that it anticipates purchasing.
 
   
Forward  Contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A Forward
Contract generally has no deposit requirement, and no commissions are charged at
any stage for trades. The Fund will enter into such Forward Contracts with major
U.S. or foreign  banks and  securities or  currency dealers  in accordance  with
guidelines approved by the Company's Board of Directors.
    
 
The  Fund  may enter  into  Forward Contracts  either  with respect  to specific
transactions or  with respect  to the  Fund's portfolio  positions. The  precise
matching  of the Forward  Contract amounts and the  value of specific securities
will not generally be  possible because the future  value of such securities  in
foreign currencies will change as a consequence of market movements in the value
of  those securities between the  date the Forward Contract  is entered into and
the date it matures. Accordingly, it may  be necessary for the Fund to  purchase
additional  foreign  currency on  the  spot (I.E.,  cash)  market (and  bear the
expense of such purchase) if the market  value of the security is less than  the
amount of foreign currency the Fund is obligated to deliver and if a decision is
made to sell the security and make delivery of the foreign currency. Conversely,
it  may be necessary to sell on the spot market some of the foreign currency the
Fund is  obligated to  deliver.  The projection  of short-term  currency  market
movements  is extremely difficult, and the  successful execution of a short-term
hedging strategy is highly  uncertain. Forward Contracts  involve the risk  that
anticipated  currency movements  will not  be accurately  predicted, causing the
Fund to sustain losses on these contracts and transaction costs.
 
At or before the  maturity of a  Forward Contract requiring the  Fund to sell  a
currency,  the  Fund may  either  sell a  portfolio  security and  use  the sale
proceeds to make delivery of the currency or retain the security and offset  its
contractual  obligation to deliver the currency  by purchasing a second contract
pursuant to which  the Fund will  obtain, on  the same maturity  date, the  same
amount  of the currency that it is obligated to deliver. Similarly, the Fund may
close out a Forward  Contract requiring it to  purchase a specified currency  by
entering  into a second  contract, if its  contra party agrees,  entitling it to
sell the same  amount of the  same currency on  the maturity date  of the  first
contract.  The Fund would  realize a gain or  loss as a  result of entering into
such an offsetting Forward Contract under either circumstance to the extent  the
exchange  rate  or  rates  between the  currencies  involved  moved  between the
execution dates of the first contract and the offsetting contract.
 
                  Statement of Additional Information Page 12
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
The cost to the Fund of engaging  in Forward Contracts varies with factors  such
as  the currencies involved,  the length of  the contract period  and the market
conditions then prevailing. Because Forward  Contracts are usually entered  into
on  a principal basis, no  fees or commissions are  involved. The use of Forward
Contracts does  not  eliminate fluctuations  in  the prices  of  the  underlying
securities  the Fund owns or intends to acquire, but it does establish a rate of
exchange in advance. In addition, while Forward Contract Sales limit the risk of
loss due to a decline in the value of the hedged currencies, they also limit any
potential gain that might result should the value of the currencies increase.
 
FOREIGN CURRENCY STRATEGIES -- SPECIAL CONSIDERATIONS
The Fund may use options on  foreign currencies, Futures on foreign  currencies,
options  on Futures on foreign currencies and Forward Contracts to hedge against
movements in the values of the foreign currencies in which the Fund's securities
are denominated. Such currency hedges can  protect against price movements in  a
security  that the  Fund owns  or intends  to acquire  that are  attributable to
changes in the value of the currency in which it is denominated. Such hedges  do
not,  however,  protect  against  price movements  in  the  securities  that are
attributable to other causes.
 
The Fund  might seek  to hedge  against changes  in the  value of  a  particular
currency  when no  Futures Contract, Forward  Contract or  option involving that
currency is available or  one of such contracts  is more expensive than  certain
other  contracts. In such cases,  the Fund may hedge  against price movements in
that currency  by entering  into a  contract on  another currency  or basket  of
currencies,  the values of  which the Sub-adviser believes  will have a positive
correlation to the value of the  currency being hedged. The risk that  movements
in  the price of the contract will not correlate perfectly with movements in the
price of the currency being hedged is magnified when this strategy is used.
 
The value of Futures Contracts, options on Futures Contracts, Forward  Contracts
and  options  on  foreign currencies  depends  on  the value  of  the underlying
currency relative  to  the U.S  dollar.  Because foreign  currency  transactions
occurring  in the  interbank market  might involve  substantially larger amounts
than those  involved in  the  use of  Futures  Contracts, Forward  Contracts  or
options,  the  Fund could  be disadvantaged  by  dealing in  the odd  lot market
(generally  consisting  of  transactions  of  less  than  $1  million)  for  the
underlying  foreign currencies at prices that  are less favorable than for round
lots.
 
There is no systematic reporting of last sale information for foreign currencies
or any  regulatory requirements  that quotations  available through  dealers  or
other market sources be firm or revised on a timely basis. Quotation information
generally  is representative of very large  transactions in the interbank market
and thus  might not  reflect  odd-lot transactions  where  rates might  be  less
favorable.   The   interbank  market   in  foreign   currencies  is   a  global,
round-the-clock market. To the  extent the U.S. options  or Futures markets  are
closed  while the markets for the underlying currencies remain open, significant
price and rate movements might take place in the underlying markets that  cannot
be  reflected in  the markets  for the Futures  contracts or  options until they
reopen.
 
Settlement of Futures Contracts, Forward Contracts and options involving foreign
currencies might  be required  to  take place  within  the country  issuing  the
underlying currency. Thus, the Fund might be required to accept or make delivery
of  the  underlying foreign  currency  in accordance  with  any U.S.  or foreign
regulations regarding the  maintenance of foreign  banking arrangements by  U.S.
residents  and might be required  to pay any fees,  taxes and charges associated
with such delivery assessed in the issuing country.
 
COVER
Transactions using Forward Contracts, Futures Contracts and options (other  than
options  purchased by  the Fund)  expose the  Fund to  an obligation  to another
party. The Fund will not enter into any such transactions unless it owns  either
(1)  an  offsetting ("covered")  position  in securities,  currencies,  or other
options, Forward Contracts or  Futures Contracts, or  (2) cash, receivables  and
short-term  debt securities with  a value sufficient  at all times  to cover its
potential obligations not covered as provided in (1) above. The Fund will comply
with SEC guidelines regarding cover for these instruments and, if the guidelines
so require, set aside cash or liquid securities.
 
Assets used as cover or  held in a segregated account  cannot be sold while  the
position  in the corresponding  Forward Contract, Futures  Contract or option is
open, unless they are replaced with other appropriate assets. If a large portion
of the Fund's assets are used for cover or otherwise set aside, it could  affect
portfolio  management or the Fund's ability to meet redemption requests or other
current obligations.
 
                  Statement of Additional Information Page 13
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
ILLIQUID SECURITIES
The Fund  may  invest up  to  10% of  its  net assets  in  illiquid  securities.
Securities  may  be considered  illiquid if  the  Fund cannot  reasonably expect
within seven days to sell the  securities for approximately the amount at  which
the Fund values such securities. The sale of illiquid securities, if they can be
sold  at all, generally  will require more  time and result  in higher brokerage
charges or dealer  discounts and other  selling expenses than  will the sale  of
liquid  securities such  as securities eligible  for trading  on U.S. securities
exchanges or in the OTC markets.  Moreover, restricted securities, which may  be
illiquid  for purposes  of this limitation,  often sell,  if at all,  at a price
lower than similar securities that are not subject to restrictions on resale.
 
Illiquid securities include those that are subject to restrictions contained  in
the  securities laws  of other  countries. However,  securities that  are freely
marketable in the country  where they are principally  traded, but would not  be
freely  marketable in the United States,  will not be considered illiquid. Where
registration is required, the Fund  may be obligated to pay  all or part of  the
registration  expenses and a considerable period  may elapse between the time of
the decision to sell and the time the  Fund may be permitted to sell a  security
under  an effective  registration statement. If,  during such  a period, adverse
market conditions were to develop, the Fund might obtain a less favorable  price
than prevailed when it decided to sell.
 
Not   all  restricted  securities   are  illiquid.  In   recent  years  a  large
institutional  market  has  developed  for  certain  securities  that  are   not
registered  under the Securities Act of 1933, as amended ("1933 Act"), including
private placements, repurchase agreements, commercial paper, foreign  securities
and corporate bonds and notes. These instruments are often restricted securities
because  the  securities are  sold in  transactions not  requiring registration.
Institutional investors generally will not seek to sell these instruments to the
general  public,  but  instead  will   often  depend  either  on  an   efficient
institutional market in which such unregistered securities can be readily resold
or  on an issuer's ability to honor  a demand for repayment. Therefore, the fact
that there are contractual or legal restrictions on resale to the general public
or certain institutions is not dispositive of the liquidity of such investments.
 
Rule 144A under the 1933 Act  establishes a "safe harbor" from the  registration
requirements  of the  1933 Act  for resales  of certain  securities to qualified
institutional buyers.  Institutional  markets  for  restricted  securities  have
developed  as a result of Rule 144A, providing both readily ascertainable values
for restricted securities and the ability to liquidate an investment to  satisfy
share redemption orders. Such markets include automated systems for the trading,
clearance  and  settlement of  unregistered securities  of domestic  and foreign
issuers, such as  the PORTAL  System sponsored  by the  National Association  of
Securities  Dealers,  Inc.  An insufficient  number  of  qualified institutional
buyers interested in purchasing Rule 144A eligible restricted securities held by
the Fund, however, could  affect adversely the  marketability of such  portfolio
securities  and the Fund might be unable  to dispose of such securities promptly
or at favorable prices.
 
   
With respect  to  liquidity determinations  generally,  the Company's  Board  of
Directors  has  the  ultimate responsibility  for  determining  whether specific
securities, including restricted securities pursuant to Rule 144A under the 1933
Act, are liquid  or illiquid.  The Board has  delegated the  function of  making
day-to-day  determinations of  liquidity to  the Sub-adviser  in accordance with
procedures approved by the Company's  Board of Directors. The Sub-adviser  takes
into account a number of factors in reaching liquidity decisions, including, but
not limited to: (i) the frequency of trading in the security; (ii) the number of
dealers  who make quotes for the security; (iii) the number of dealers that have
undertaken to make a market in the security; (iv) the number of other  potential
purchasers;  and (v)  the nature  of the  security and  how trading  is effected
(e.g., the time needed to  sell the security, how  offers are solicited and  the
mechanics  of transfer). The Sub-adviser monitors the liquidity of securities in
the Fund's portfolio and periodically reports such determinations to the  Board.
Moreover,  as noted in the Prospectus, certain securities, such as those subject
to repatriation restrictions of more than seven days, will generally be  treated
as illiquid. If the liquidity percentage restriction of the Fund is satisfied at
the  time  of  investment,  a  later  increase  in  the  percentage  of illiquid
securities held by the Theme Portfolio  resulting from a change in market  value
or assets will not constitute a violation of that restriction. If as a result of
a  change in market value or assets,  the percentage of illiquid securities held
by  the  Fund  increases  above  the  applicable  limit,  the  Sub-adviser  will
    
 
                  Statement of Additional Information Page 14
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
take  appropriate steps  to bring the  aggregate amount of  illiquid assets back
within the prescribed limitations as soon as reasonably practicable, taking into
account the effect of any disposition on the Fund.
 
More than 10% of the Fund's total assets may consist of illiquid securities from
time to time either because of adverse events which occur following the purchase
of the  securities  which  cause  them to  become  illiquid  or  because  liquid
securities  are sold  to meet  redemption requests or  other needs  of the Fund.
Illiquid securities are more difficult to  value accurately due to, among  other
things,  the  fact that  such  securities often  trade  infrequently or  only in
smaller amounts.
 
FOREIGN SECURITIES
    POLITICAL, SOCIAL  AND  ECONOMIC RISKS.  Investing  in securities  of  Latin
American  companies may entail additional risks  due to the potential political,
social  and  economic  instability  of  certain  countries  and  the  risks   of
expropriation,  nationalization, confiscation or  the imposition of restrictions
on foreign investment,  convertibility of  currencies into U.S.  dollars and  on
repatriation   of  capital  invested.  In   the  event  of  such  expropriation,
nationalization or other confiscation  by any country, the  Fund could lose  its
entire investment in any such country.
 
In  addition,  even  though  opportunities for  investment  may  exist  in Latin
American countries, any change in the leadership or policies of the  governments
of  those countries  or in  the leadership or  policies of  any other government
which exercises  a significant  influence  over those  countries, may  halt  the
expansion  of or reverse  the liberalization of  foreign investment policies now
occurring and thereby eliminate any investment opportunities which may currently
exist.
 
Investors should note that upon the accession to power of authoritarian regimes,
the governments of a number of Latin American countries previously  expropriated
large  quantities of real  and personal property, similar  to the property which
will be  represented by  the securities  purchased by  the Fund.  The claims  of
property  owners against those governments were never finally settled. There can
be no assurance  that any property  represented by securities  purchased by  the
Fund  will not also be expropriated,  nationalized, or otherwise confiscated. If
such confiscation were to  occur, the Fund could  lose a substantial portion  of
its  investments in  such countries. The  Fund's investments  would similarly be
adversely affected by exchange control regulations in any of those countries.
 
    RELIGIOUS AND ETHNIC INSTABILITY.  Certain countries in  which the Fund  may
invest  may  have  groups  that  advocate  radical  religious  or  revolutionary
philosophies or support ethnic independence. Any disturbance on the part of such
individuals could carry the potential for widespread destruction or confiscation
of property owned by individuals and entities foreign to such country and  could
cause the loss of the Fund's investment in those countries. Instability may also
result  from,  among other  things:  (i) authoritarian  governments  or military
involvement in  political and  economic  decision-making, including  changes  in
government  through extra  constitutional means; (ii)  popular unrest associated
with demands for improved political,  economic and social conditions; and  (iii)
hostile  relations with neighboring  or other countries.  Such political, social
and economic instability could disrupt the principal financial markets in  which
the Fund invests and adversely affect the value of the Fund's assets.
 
    FOREIGN  INVESTMENT  RESTRICTIONS.  Certain  countries  prohibit  or  impose
substantial restrictions on investments  in their capital markets,  particularly
their  equity markets, by foreign entities  such as the Fund. These restrictions
or controls may at times limit or preclude investment in certain securities  and
may  increase the cost and expenses of  the Fund. For example, certain countries
require prior governmental approval before investments by foreign persons may be
made, or  limit the  amount of  investment by  foreign persons  in a  particular
company,  or limit the investment by foreign persons to only a specific class of
securities of a company that may have less advantageous terms than securities of
the company available for purchase by nationals. Moreover, the national policies
of certain  countries  may  restrict  investment  opportunities  in  issuers  or
industries  deemed sensitive to national  interests. In addition, some countries
require governmental approval for the repatriation of investment income, capital
or the proceeds of securities sales by foreign investors. In addition, if  there
is  a deterioration in a  country's balance of payments  or for other reasons, a
country may impose restrictions on foreign capital remittances abroad. The  Fund
could  be adversely affected by  delays in, or a  refusal to grant, any required
governmental approval for repatriation, as well  as by the application to it  of
other restrictions on investments.
 
    NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL
REGULATION.  Foreign companies are subject to accounting, auditing and financial
standards and requirements that differ, in some cases significantly, from  those
applicable to U.S. companies. In particular, the assets, liabilities and profits
appearing  on the  financial statements  of such a  company may  not reflect its
financial position or results of operations  in the way they would be  reflected
had  such financial statements  been prepared in  accordance with U.S. generally
accepted accounting principles. Most of the foreign securities held by the  Fund
will  not be registered with  the SEC or regulators  of any foreign country, nor
will the issuers thereof be subject  to the SEC's reporting requirements.  Thus,
there  will be  less available  information concerning  most foreign  issuers of
securities held  by the  Fund  than is  available  concerning U.S.  issuers.  In
instances    where   the   financial   statements   of   an   issuer   are   not
 
                  Statement of Additional Information Page 15
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
deemed to  reflect  accurately  the  financial  situation  of  the  issuer,  the
Sub-adviser  will take  appropriate steps  to evaluate  the proposed investment,
which may  include  on-site  inspection  of  the  issuer,  interviews  with  its
management  and consultations  with accountants, bankers  and other specialists.
There  is  substantially  less  publicly  available  information  about  foreign
issuers,  including  Latin  American  companies, and  the  governments  of Latin
American countries,  than there  are reports  and ratings  published about  U.S.
companies  and the  U.S. government.  In addition,  where public  information is
available, it may be less reliable than such information regarding U.S. issuers.
In addition,  for companies  that  keep accounting  records in  local  currency,
inflation  accounting rules in  some Latin American  countries require, for both
tax and accounting purposes, that certain assets and liabilities be restated  on
the  company's balance sheet in  order to express items  in terms of currency of
constant purchasing power. Inflation  accounting may indirectly generate  losses
or  profits. Issuers  of securities in  foreign jurisdictions  are generally not
subject to the same  degree of regulation  as are U.S.  issuers with respect  to
such  matters  as restrictions  on market  manipulation, insider  trading rules,
shareholder proxy requirements and timely disclosure of information.
 
    CURRENCY FLUCTUATIONS.  Because the  Fund  under normal  circumstances  will
invest  a substantial portion of  its total assets in  the securities of foreign
issuers which are denominated in foreign currencies, the strength or weakness of
the U.S. dollar  against such foreign  currencies will account  for part of  the
Fund's investment performance. A decline in the value of any particular currency
against  the U.S. dollar  will cause a decline  in the U.S.  dollar value of the
Fund's holdings  of  securities  and  cash denominated  in  such  currency  and,
therefore,  will cause an overall decline in  the Fund's net asset value and any
net investment  income and  capital gains  derived from  such securities  to  be
distributed  in U.S. dollars to shareholders of the Fund. Moreover, if the value
of the foreign currencies in which  the Fund receives its income falls  relative
to  the  U.S.  dollar between  receipt  of the  income  and the  making  of Fund
distributions, the Fund may be required to liquidate securities in order to make
distributions if  the  Fund  has  insufficient cash  in  U.S.  dollars  to  meet
distribution requirements.
 
The  rate of exchange between the U.S. dollar and other currencies is determined
by several factors including  the supply and  demand for particular  currencies,
central  bank efforts to support particular currencies, the movement of interest
rates and  pace of  business activity  in  the other  countries and  the  United
States, and other economic and financial conditions affecting the world economy.
 
Although  the Fund values  its assets daily  in terms of  U.S. dollars, the Fund
does not intend to convert its holdings of foreign currencies into U.S.  dollars
on a daily basis. The Fund will do so from time to time, and investors should be
aware  of the costs of currency conversion. Although foreign exchange dealers do
not charge  a  fee  for conversion,  they  do  realize a  profit  based  on  the
difference  (the  "spread") between  the  prices at  which  they are  buying and
selling various currencies. Thus, a dealer may offer to sell a foreign  currency
to  the Fund at  one rate, while offering  a lesser rate  of exchange should the
Fund desire to sell that currency to the dealer.
 
Certain  Latin  American  countries  may  have  managed  currencies  which   are
maintained  at  artificial  levels to  the  U.S.  dollar rather  than  at levels
determined by the  market. This  type of  system can  lead to  sudden and  large
adjustments  in the currency which, in turn,  can have a disruptive and negative
effect on foreign investors. For example, in late 1994 the value of the  Mexican
peso lost more than one-third of its value relative to the dollar. Certain Latin
American  countries also may restrict the free conversion of their currency into
foreign currencies, including the U.S.  dollar. There is no significant  foreign
exchange  market for certain currencies and it  would, as a result, be difficult
for the Fund to engage in foreign currency transactions designed to protect  the
value  of  the  Funds'  certain  interests  in  securities  denominated  in such
currencies.
 
    ADVERSE MARKET CHARACTERISTICS.  Securities of many  foreign issuers may  be
less  liquid and their  prices more volatile than  securities of comparable U.S.
issuers. In  addition,  foreign securities  markets  and brokers  are  generally
subject  to  less governmental  supervision and  regulation  than in  the United
States, and  foreign  securities  transactions  are  usually  subject  to  fixed
commissions,  which  are generally  higher than  negotiated commissions  on U.S.
transactions. In addition,  foreign securities  transactions may  be subject  to
difficulties  associated  with the  settlement of  such transactions.  Delays in
settlement could  result  in temporary  periods  when  assets of  the  Fund  are
uninvested  and no return is  earned thereon. The inability  of the Fund to make
intended security purchases due to settlement  problems could cause the Fund  to
miss  attractive investment opportunities.  Inability to dispose  of a portfolio
security due to settlement  problems either could result  in losses to the  Fund
due  to subsequent declines in  value of the portfolio  security or, if the Fund
has entered  into a  contract to  sell the  security, could  result in  possible
liability to the purchaser. The Sub-adviser will consider such difficulties when
determining  the allocation of the Fund's  assets, although the Sub-adviser does
not believe that such  difficulties will have a  material adverse effect on  the
Fund's portfolio trading activities.
 
A  high proportion of the shares of many Latin American companies may be held by
a limited  number of  persons, which  may  further limit  the number  of  shares
available  for investment by the  Fund. A limited number  of issuers in most, if
not all,
 
                  Statement of Additional Information Page 16
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
Latin American  securities  markets  may represent  a  disproportionately  large
percentage  of market capitalization and trading value. The limited liquidity of
Latin American securities markets also may affect the Fund's ability to  acquire
or  dispose of securities at the price and time it wishes to do so. In addition,
certain Latin American securities markets, including those of Argentina, Brazil,
Chile and Mexico, are susceptible to being influenced by large investors trading
significant  blocks  of  securities  or  by  large  dispositions  of  securities
resulting from the failure to meet margin calls when due.
 
The high volatility of certain Latin American securities markets is evidenced by
dramatic  movements in the  Brazilian and Mexican markets  in recent years. This
market volatility may result in greater volatility in the Fund's net asset value
than would be the  case for companies investing  in domestic securities. If  the
Fund  were to experience unexpected net redemptions,  it could be forced to sell
securities  in  its  portfolio  without  regard  to  investment  merit,  thereby
decreasing  the asset base over  which Fund expenses can  be spread and possibly
reducing the Fund's rate of return.
 
    SPECIAL  CONSIDERATIONS  AFFECTING  EMERGING  MARKETS.  Emerging  securities
markets,  such as the markets of  Latin America, are substantially smaller, less
developed, less liquid and more volatile than the major securities markets.  The
limited  size  of  emerging securities  markets  and limited  trading  volume in
issuers compared to the volume of trading in U.S. securities could cause  prices
to  be erratic  for reasons apart  from factors  that affect the  quality of the
securities. For  example, limited  market size  may cause  prices to  be  unduly
influenced  by  traders  who  control  large  positions.  Adverse  publicity and
investors' perceptions,  whether  or  not based  on  fundamental  analysis,  may
decrease  the value and  liquidity of portfolio  securities, especially in these
markets. In  addition, securities  traded  in certain  emerging markets  may  be
subject  to risks due to the inexperience of financial intermediaries, a lack of
modern technology, the  lack of  a sufficient  capital base  to expand  business
operations,  and  the  possibility  of  permanent  or  temporary  termination of
trading.
 
Settlement mechanisms in emerging securities  markets may be less efficient  and
reliable  than in  more developed markets.  In such  emerging securities markets
there may be share registration and delivery delays or failures.
 
Most Latin American countries have experienced substantial, and in some  periods
extremely  high, rates of  inflation for many  years. This has,  in turn, led to
high interest rates, extreme measures by governments to keep inflation in  check
and  a generally  debilitating effect  on economic  growth. Inflation  and rapid
fluctuations in inflation rates and corresponding currency devaluations have had
and may  continue to  have  negative effects  on  the economies  and  securities
markets of certain Latin American countries.
 
It  should  be noted  that some  Latin  American countries  require governmental
approval for the repatriation of investment  income, capital or the proceeds  of
securities  sales  by  foreign  investors.  For  instance,  at  present, capital
invested directly in Chile cannot under most circumstances be repatriated for at
least one year. The Fund could be adversely affected by delays in, or a  refusal
to grant, any required governmental approval for repatriation, as well as by the
application to it of other restrictions on investments.
 
    SOVEREIGN  DEBT. Sovereign Debt generally offers high yields, reflecting not
only perceived  credit risk,  but also  the  need to  compete with  other  local
investments  in domestic financial markets. Certain Latin American countries are
among the  largest  debtors  to  commercial banks  and  foreign  governments.  A
sovereign debtor's willingness or ability to repay principal and interest due in
a  timely  manner  may  be  affected by,  among  other  factors,  its  cash flow
situation, the extent of  its foreign reserves,  the availability of  sufficient
foreign  exchange on the  date a payment is  due, the relative  size of the debt
service burden to the economy as a whole, the sovereign debtor's policy  towards
the  International  Monetary  Fund  and the  political  constraints  to  which a
sovereign debtor  may  be  subject.  Sovereign  debtors  may  default  on  their
Sovereign   Debt.  Sovereign   debtors  may   also  be   dependent  on  expected
disbursements from foreign governments, multilateral agencies and others  abroad
to reduce principal and interest arrearages on their debt. The commitment on the
part of these governments, agencies and others to make such disbursements may be
conditioned  on a sovereign  debtor's implementation of  economic reforms and/or
economic performance  and  the  timely service  of  such  debtor's  obligations.
Failure  to implement such reforms, achieve  such levels of economic performance
or repay principal or interest when due, may result in the cancellation of  such
third  parties' commitments  to lend  funds to  the sovereign  debtor, which may
further impair such debtor's ability or willingness to timely service its debts.
 
In recent years, some of the Latin American countries in which the Fund  expects
to  invest have encountered difficulties in servicing their Sovereign Debt. Some
of these  countries  have withheld  payments  of interest  and/or  principal  of
Sovereign  Debt. These difficulties  have also led  to agreements to restructure
external debt obligations -- in particular, commercial bank loans, typically  by
rescheduling  principal  payments,  reducing interest  rates  and  extending new
credits to finance interest payments on existing debt. In the future, holders of
Sovereign Debt may be requested to participate in similar reschedulings of  such
debt.
 
                  Statement of Additional Information Page 17
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
The  ability  of Latin  American governments  to make  timely payments  on their
Sovereign Debt is  likely to be  influenced strongly by  a country's balance  of
trade  and its access to trade and  other international credits. A country whose
exports are concentrated in a few  commodities could be vulnerable to a  decline
in  the  international prices  of  one or  more  of such  commodities. Increased
protectionism on the part of a  country's trading partners could also  adversely
affect  its  exports.  Such  events could  diminish  a  country's  trade account
surplus, if any. To the extent that  a country receives payment for its  exports
in  currencies other  than hard  currencies, its  ability to  make hard currency
payments could be affected.
 
The occurrence of political, social or diplomatic changes in one or more of  the
countries  issuing Sovereign Debt could adversely affect the Fund's investments.
The countries  issuing such  instruments  are faced  with social  and  political
issues and some of them have experienced high rates of inflation in recent years
and  have  extensive  internal debt.  Among  other effects,  high  inflation and
internal  debt  service   requirements  may  adversely   affect  the  cost   and
availability  of  future domestic  sovereign  borrowing to  finance governmental
programs,  and  may   have  other   adverse  social,   political  and   economic
consequences.  Political  changes or  a  deterioration of  a  country's domestic
economy or balance of trade may  affect the willingness of countries to  service
their  Sovereign  Debt.  While  the Sub-adviser  intends  to  manage  the Fund's
portfolio in a manner that will minimize  the exposure to such risks, there  can
be no assurance that adverse political changes will not cause the Fund to suffer
a loss of interest or principal on any of its holdings.
 
Periods of economic uncertainty may result in the volatility of market prices of
Sovereign Debt and in turn, the Fund's net asset value, to a greater extent than
the volatility inherent in domestic securities. The value of Sovereign Debt will
likely  vary  inversely with  changes in  prevailing  interest rates,  which are
subject to considerable variance in the  international market. If the Fund  were
to  experience unexpected  net redemptions, it  may be forced  to sell Sovereign
Debt in its portfolio without regard to investment merit, thereby decreasing its
asset base over which Fund expenses can be spread and possibly reducing its rate
of return.
 
   
    WITHHOLDING TAXES. The Fund's net investment income from foreign issuers may
be subject to withholding taxes by the foreign country issuers, thereby reducing
that income  or  delaying  the  receipt  of income  where  those  taxes  may  be
recaptured. See "Taxes."
    
 
- --------------------------------------------------------------------------------
 
                             INVESTMENT LIMITATIONS
 
- --------------------------------------------------------------------------------
The  Fund  has  adopted  the  following  investment  limitations  as fundamental
policies which (unless otherwise noted) may  not be changed without approval  by
the  holders of  the lesser  of (i) 67%  of the  Fund's shares  represented at a
meeting at which more  than 50% of the  outstanding shares are represented,  and
(ii) more than 50% of the outstanding shares.
 
The Fund may not:
 
        (1)  Purchase any security if, as a result of that purchase, 25% or more
    of the Fund's total assets would be invested in securities of issuers having
    their principal business activities in  the same industry, except that  this
    limitation  does not  apply to securities  issued or guaranteed  by the U.S.
    government, its agencies or instrumentalities;
 
        (2) Purchase or sell real estate, except that investments in  securities
    of  issuers that  invest in real  estate and  investments in mortgage-backed
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the  Fund may exercise rights under  agreements relating to such securities,
    including the right to  enforce security interests and  to hold real  estate
    acquired  by  reason  of such  enforcement  until  that real  estate  can be
    liquidated in an orderly manner;
 
        (3) Engage in the business of underwriting securities of other  issuers,
    except  to the extent that the Fund might be considered an underwriter under
    the federal securities laws in connection with its disposition of  portfolio
    securities;
 
        (4)  Make loans, except through loans of portfolio securities or through
    repurchase agreements, provided  that for purposes  of this limitation,  the
    acquisition  of bonds, debentures, other  debt securities or instruments, or
    participations or  other interests  therein  and investments  in  government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan;
 
                  Statement of Additional Information Page 18
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
        (5)  Issue senior securities or borrow  money, except as permitted under
    the 1940 Act and then  not in excess of 33  1/3% of the Fund's total  assets
    (including   the  amount  borrowed  but   reduced  by  any  liabilities  not
    constituting borrowings) at the time of the borrowing, except that the  Fund
    may  borrow up to  an additional 5%  of its total  assets (not including the
    amount borrowed) for temporary or emergency purposes; or
 
        (6) Purchase or sell  physical commodities, but  the Fund may  purchase,
    sell  or enter into financial options and futures, forward and spot currency
    contracts, swap  transactions and  other financial  contracts or  derivative
    instruments.
 
Notwithstanding any other investment policy of the Fund, the Fund may invest all
of   its  investable  assets  (cash,   securities  and  receivables  related  to
securities) in an  open-end management investment  company having  substantially
the same investment objective, policies and limitations as the Fund.
 
For  purposes of  the Fund's concentration  policy contained  in limitation (1),
above, the Fund intends  to comply with the  SEC staff position that  securities
issued  or  guaranteed  as  to  principal and  interest  by  any  single foreign
government are considered to be securities of issuers in the same industry.
 
   
The following operating policies  of the Fund are  not fundamental policies  and
may  be changed by vote of the  Company's Board of Directors without shareholder
approval. The Fund may not:
    
 
        (1) Invest in securities of an issuer if the investment would cause  the
    Fund to own more than 10% of any class of securities of any one issuer;
 
        (2)  Invest  in  companies  for the  purpose  of  exercising  control or
    management;
 
        (3) Invest  more than  10% of  its net  assets in  illiquid  securities,
    including securities that are illiquid by virtue of the absence of a readily
    available market;
 
        (4)  Enter into a futures contract, an  option on a futures contract, or
    an option on foreign currency traded  on a CFTC-regulated exchange, in  each
    case  other than for BONA FIDE hedging purposes (as defined by the CFTC), if
    the aggregate initial margin and premiums required to establish all of those
    positions (excluding the amount by which options are "in-the-money") exceeds
    5% of  the liquidation  value of  the Fund's  portfolio, after  taking  into
    account  unrealized profits and unrealized losses  on any contracts the Fund
    has entered into;
 
        (5) Make any additional  investments while borrowings  exceed 5% of  the
    Fund's total assets;
 
        (6)  Purchase securities  on margin, provided  that the  Fund may obtain
    short-term credits as may  be necessary for the  clearance of purchases  and
    sales  of securities,  and further  provided that  the Fund  may make margin
    deposits in  connection  with its  use  of financial  options  and  futures,
    forward  and spot currency contracts,  swap transactions and other financial
    contracts or derivative instruments; or
 
        (7) Mortgage, pledge, or  hypothecate any of  its assets, provided  that
    this  shall not apply to  the transfer of securities  in connection with any
    permissible borrowing  or  to  collateral arrangements  in  connection  with
    permissible activities.
 
The  Fund has the authority to invest up to 10% of its total assets in shares of
other investment companies  pursuant to the  1940 Act. The  Fund may not  invest
more  than 5% of its total assets in  any one investment company or acquire more
than 3% of the outstanding voting securities of any one investment company.
 
Investors should refer to the Prospectus for further information with respect to
the Fund's investment objective, which may  not be changed without the  approval
of  the shareholders, and other investment policies, techniques and limitations,
which may be changed without shareholder approval.
 
                  Statement of Additional Information Page 19
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
                             EXECUTION OF PORTFOLIO
                                  TRANSACTIONS
 
- --------------------------------------------------------------------------------
 
   
Subject to  policies  established  by  the Company's  Board  of  Directors,  the
Sub-adviser   is  responsible  for   the  execution  of   the  Fund's  portfolio
transactions and the selection of  broker/dealers who execute such  transactions
on behalf of the Fund. In executing transactions, the Sub-adviser seeks the best
net  results  for  the Fund,  taking  into  account such  factors  as  the price
(including the applicable brokerage  commission or dealer  spread), size of  the
order,  difficulty of execution and operational facilities of the firm involved.
While the Sub-adviser  generally seeks reasonably  competitive commission  rates
and  spreads,  payment of  the lowest  commission or  spread is  not necessarily
consistent with the best net results. While  the Fund may engage in soft  dollar
arrangements  for  research  services,  as  described  below,  the  Fund  has no
obligation to deal  with any  broker/dealer or  group of  broker/dealers in  the
execution of portfolio transactions.
    
 
Consistent with the interests of the Fund, the Sub-adviser may select brokers to
execute  the  Fund's portfolio  transactions on  the basis  of the  research and
brokerage services they provide to the  Sub-adviser for its use in managing  the
Fund  and  its other  advisory accounts.  Such  services may  include furnishing
analyses, reports and  information concerning  issuers, industries,  securities,
geographic  regions,  economic  factors  and  trends,  portfolio  strategy,  and
performance of accounts;  and effecting securities  transactions and  performing
functions  incidental thereto (such  as clearance and  settlement). Research and
brokerage services received  from such brokers  are in addition  to, and not  in
lieu  of, the  services required  to be performed  by the  Sub-adviser under the
investment management and  administration contract.  A commission  paid to  such
broker/dealers may be higher than that which another qualified broker would have
charged  for  effecting  the  same transaction,  provided  that  the Sub-adviser
determines in good faith that such  commission is reasonable in terms either  of
that  particular transaction or the overall responsibility of the Sub-adviser to
the Fund and its other clients and  that the total commissions paid by the  Fund
will  be reasonable in relation to the  benefits it received over the long term.
Research  services  may  also  be   received  from  dealers  who  execute   Fund
transactions in OTC markets.
 
The  Sub-adviser may allocate brokerage  transactions to broker/dealers who have
entered into arrangements under which  the broker/dealer allocates a portion  of
the  commissions  paid by  the  Fund toward  payment  of its  expenses,  such as
transfer agent and custodian fees.
 
Investment decisions for the Fund and  for other investment accounts managed  by
the  Sub-adviser  are made  independently of  each other  in light  of differing
conditions. However, the same investment  decision may occasionally be made  for
two  or more of  such accounts including  the Fund. In  such cases, simultaneous
transactions may occur.  Purchases or sales  are then allocated  as to price  or
amount  in a manner deemed fair and equitable to all accounts involved. While in
some cases this practice could have a detrimental effect upon the price or value
of the security as far as the Fund is concerned, in other cases the  Sub-adviser
believes that coordination and the ability to participate in volume transactions
will be beneficial to the Fund.
 
   
Under  a policy adopted by the Company's  Board of Directors, and subject to the
policy of  obtaining  the best  net  results,  the Sub-adviser  may  consider  a
broker/dealer's sale of the shares of the Fund and the other funds for which AIM
or the Sub-adviser serves as investment manager in selecting brokers and dealers
for  the  execution of  portfolio  transactions. This  policy  does not  imply a
commitment to  execute portfolio  transactions through  all broker/dealers  that
sell shares of the Fund and such other funds.
    
 
The  Fund contemplates purchasing most foreign  equity securities in OTC markets
or stock exchanges located  in the countries in  which the respective  principal
offices  of the issuers  of the various  securities are located,  if that is the
best available market. The fixed commissions  paid in connection with most  such
foreign  stock transactions generally are  higher than negotiated commissions on
United States transactions. There generally  is less government supervision  and
regulation  of foreign  stock exchanges and  brokers than in  the United States.
Foreign security settlements  may in  some instances  be subject  to delays  and
related administrative uncertainties.
 
Foreign  equity securities may  be held by the  Fund in the  form of ADRs, ADSs,
EDRs, CDRs or securities convertible into foreign equity securities. ADRs, ADSs,
EDRs and CDRs may be listed on stock exchanges, or traded in the OTC markets  in
the  United States or  Europe, as the  case may be.  ADRs, like other securities
traded in the United States, will be subject to negotiated commission rates. The
foreign and domestic debt securities and  money market instruments in which  the
Fund may invest are generally traded in the OTC markets.
 
                  Statement of Additional Information Page 20
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
   
The Fund contemplates that, consistent with the policy of obtaining the best net
results,  brokerage transactions may be conducted through certain companies that
are affiliates of AIM or the  Sub-adviser. The Company's Board of Directors  has
adopted  procedures in conformity with  Rule 17e-1 under the  1940 Act to ensure
that all brokerage commissions paid to  such affiliates are reasonable and  fair
in  the context of the market in which they are operating. Any such transactions
will  be  effected  and  related  compensation  paid  only  in  accordance  with
applicable  SEC regulations. For the Fund's fiscal years ended October 31, 1997,
1996 and  1995, the  Fund paid  aggregate brokerage  commissions of  $2,719,660,
$2,094,634 and $891,513, respectively.
    
 
PORTFOLIO TRADING AND TURNOVER
The  Fund engages in  portfolio trading when the  Sub-adviser has concluded that
the sale of a security owned by the Fund and/or the purchase of another security
of better value can enhance principal and/or increase income. A security may  be
sold  to avoid  any prospective decline  in market  value, or a  security may be
purchased  in  anticipation  of  a  market  rise.  Consistent  with  the  Fund's
investment  objective, a  security also  may be  sold and  a comparable security
purchased coincidentally in order to take advantage of what is believed to be  a
disparity in the normal yield and price relationship between the two securities.
Although the Fund does not intend generally to trade for short-term profits, the
securities  in the Fund's portfolio will be sold whenever management believes it
is appropriate to  do so,  without regard  to the  length of  time a  particular
security  may  have been  held.  The portfolio  turnover  rate is  calculated by
dividing the lesser of sales or purchases of portfolio securities by the  Fund's
average  month-end portfolio value, excluding short-term investments. The Fund's
portfolio turnover rate will not be a limiting factor when the Sub-adviser deems
portfolio   changes    appropriate.   Higher    portfolio   turnover    involves
correspondingly  greater brokerage commissions and  other transaction costs that
the Fund will bear directly,  and may result in  the realization of net  capital
gains  that are taxable when distributed  to the Fund's shareholders. The Fund's
portfolio turnover rates for  the fiscal years ended  October 31, 1997 and  1996
were 130% and 101%, respectively.
 
                  Statement of Additional Information Page 21
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
   
                            DIRECTORS AND EXECUTIVE
                                    OFFICERS
    
 
- --------------------------------------------------------------------------------
 
   
The Company's Directors and Executive Officers are listed below.
    
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE               PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                      EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------  ------------------------------------------------------------------------------------------
<S>                                      <C>
William J. Guilfoyle*, 39                Mr. Guilfoyle is President, GT Global, Inc. ("GT Global") since 1995; Director, GT Global
Director, Chairman of the Board and      since 1991; Senior Vice President and Director of Sales and Marketing, GT Global from May
President                                1992 to April 1995; Vice President and Director of Marketing, GT Global from 1987 to 1992;
50 California Street                     Director, Liechtenstein Global Trust AG (holding company of the various international LGT
San Francisco, CA 94111                  companies) Advisory Board since January 1996; Director, G.T. Global Insurance Agency
                                         ("G.T. Insurance") since 1996; President and Chief Executive Officer, G.T. Insurance since
                                         1995; Senior Vice President and Director, Sales and Marketing, G.T. Insurance from April
                                         1995 to November 1995; Senior Vice President, Retail Marketing, G.T. Insurance from 1992
                                         to 1993. Mr. Guilfoyle is also a trustee of each of the other investment companies
                                         registered under the 1940 Act that is sub-advised or sub-administered by the Sub-adviser.
 
C. Derek Anderson, 57                    Mr. Anderson is President, Plantagenet Capital Management, LLC (an investment
Director                                 partnership); Chief Executive Officer, Plantagenet Holdings, Ltd. (an investment banking
220 Sansome Street                       firm); Director, Anderson Capital Management, Inc. since 1988; Director, PremiumWear, Inc.
Suite 400                                (formerly Munsingwear, Inc.) (a casual apparel company) and Director, "R" Homes, Inc. and
San Francisco, CA 94104                  various other companies. Mr. Anderson is also a trustee of each of the other investment
                                         companies registered under the 1940 Act that is sub-advised or sub-administered by the
                                         Sub-adviser.
 
Frank S. Bayley, 58                      Mr. Bayley is a partner of the law firm of Baker & McKenzie, and serves as a Director and
Director                                 Chairman of C.D. Stimson Company (a private investment company). Mr. Bayley is also a
Two Embarcadero Center                   trustee of each of the other investment companies registered under the 1940 Act that is
Suite 2400                               sub-advised or sub- administered by the Sub-adviser.
San Francisco, CA 94111
 
Arthur C. Patterson, 54                  Mr. Patterson is Managing Partner of Accel Partners (a venture capital firm). He also
Director                                 serves as a director of Viasoft and PageMart, Inc. (both public software companies), as
428 University Avenue                    well as several other privately held software and communications companies. Mr. Patterson
Palo Alto, CA 94301                      is also a trustee of each of the other investment companies registered under the 1940 Act
                                         that is sub-advised or sub-administered by the Sub-adviser.
 
Ruth H. Quigley, 63                      Miss Quigley is a private investor. From 1984 to 1986, she was President of Quigley
Director                                 Friedlander & Co., Inc. (a financial advisory services firm). Miss Quigley is also a
1055 California Street                   trustee of each of the other investment companies registered under the 1940 Act that is
San Francisco, CA 94108                  sub-advised or sub-administered by the Sub-adviser.
</TABLE>
    
 
- --------------
   
*  Mr. Guilfoyle is an "interested person" of the Company as defined by the 1940
Act due to his affiliation with the Sub-adviser.
    
 
                  Statement of Additional Information Page 22
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE               PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                      EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------  ------------------------------------------------------------------------------------------
John J. Arthur+, 53                      Director, Senior Vice President and Treasurer, A I M Advisors, Inc.; Vice President and
Vice President                           Treasurer, A I M Management Group Inc., A I M Capital Management, Inc., A I M
                                         Distributors, Inc., A I M Fund Services, Inc. and Fund Management Company.
<S>                                      <C>
 
Kenneth W. Chancey, 52                   Senior Vice President -- Mutual Fund Accounting, the Sub-adviser since 1997, Vice
Vice President and                       President -- Mutual Fund Accounting, the Sub-adviser from 1992 to 1997.
Principal Accounting Officer
50 California Street
San Francisco, CA 94111
 
Melville B. Cox, 54                      Vice President and Chief Compliance Officer, A I M Advisors, Inc., A I M Capital
Vice President                           Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund Management
                                         Company.
 
Gary T. Crum, 50                         Director and President, A I M Capital Management, Inc.; Director and Senior Vice
Vice President                           President, A I M Management Group Inc. and A I M Advisors, Inc.; and Director, A I M
                                         Distributors, Inc. and AMVESCAP PLC.
 
Robert H. Graham, 51                     Director, President and Chief Executive Officer, A I M Management Group Inc.; Director and
Vice President                           President, A I M Advisors, Inc.; Director and Senior Vice President, A I M Capital
                                         Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund Management
                                         Company; Director, AMVESCAP PLC; Chairman of the Board of Directors and President, INVESCO
                                         Holdings Canada Inc.; and Director, AIM Funds Group Canada Inc. and INVESCO G.P. Canada
                                         Inc.
 
Helge K. Lee, 52                         Chief Legal and Compliance Officer -- North America, the Sub-adviser since October 1997;
Vice President                           Executive Vice President of the Asset Management Division of Liechtenstein Global Trust
50 California Street                     since October 1996; Senior Vice President, General Counsel and Secretary of LGT Asset
San Francisco, CA 94111                  Management, Inc., INVESCO (NY), Inc., GT Global, GT Global Investor Services, Inc. and
                                         G.T. Insurance from May 1994 to October 1996; Senior Vice President, General Counsel and
                                         Secretary of Strong/Corneliuson Management, Inc. and Secretary of each of the Strong Funds
                                         from October 1991 through May 1994.
 
Carol F. Relihan+, 43                    Director, Senior Vice President, General Counsel and Secretary, A I M Advisors, Inc.; Vice
Vice President                           President, General Counsel and Secretary, A I M Management Group Inc.; Director, Vice
                                         President and General Counsel, Fund Management Company; Vice President and General
                                         Counsel, A I M Fund Services, Inc.; and Vice President, A I M Capital Management, Inc. and
                                         A I M Distributors, Inc.
 
Dana R. Sutton, 39                       Vice President and Fund Controller, A I M Advisors, Inc.; and Assistant Vice President and
Vice President and Assistant Treasurer   Assistant Treasurer, Fund Management Company.
</TABLE>
    
 
- ------------------
   
+ Mr. Arthur and Ms. Relihan are married to each other.
    
 
                  Statement of Additional Information Page 23
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
   
The Board of Directors has a  Nominating and Audit Committee, comprised of  Miss
Quigley  and Messrs.  Anderson, Bayley and  Patterson, which  is responsible for
nominating persons to serve  as Directors, reviewing audits  of the Company  and
its  funds  and recommending  firms  to serve  as  independent auditors  for the
Company. Each of the Directors and Officers of the Company is also a Director or
Trustee and Officer of AIM Investment  Portfolios Inc., AIM Floating Rate  Fund,
AIM Series Trust, AIM Growth Series, AIM Eastern Europe Fund, GT Global Variable
Investment  Trust,  GT Global  Variable  Investment Series,  Global  High Income
Portfolio, Global  Investment  Portfolio,  Floating Rate  Portfolio  and  Growth
Portfolio,  which are  also registered investment  companies advised  by AIM and
sub-advised by the Sub-adviser or an affiliate thereof. Each Trustee and Officer
serves in  total  as  a  Director, Trustee  and  Officer,  respectively,  of  12
registered  investment companies with  47 series managed  or administered by AIM
and sub-advised or sub-administered  by the Sub-adviser.  Each Director, who  is
not a director, officer or employee of the Sub-adviser or any affiliated company
is  paid aggregate fees of $5,000 a year, plus $300 per Fund for each meeting of
the Board  attended,  and  reimbursed  travel and  other  expenses  incurred  in
connection with attendance at such meetings. Other Trustees and Officers receive
no  compensation or expense reimbursement from  the Company. For the fiscal year
ended October  31,  1997, Mr.  Anderson,  Mr.  Bayley, Mr.  Patterson  and  Miss
Quigley,  who are not directors, officers or employees of the Sub-adviser or any
affiliated company, received total compensation of $38,650, $38,650, $27,850 and
$38,650, respectively, from the Company for their services as Directors. For the
year ended October 31,  1997, Mr. Anderson, Mr.  Bayley, Mr. Patterson and  Miss
Quigley,  who are not directors, officers or employees of the Sub-adviser or any
other  affiliated  company,  each  received  total  compensation  of   $117,304,
$114,386,  $88,350  and $111,688,  respectively,  from the  investment companies
managed or  administered  by AIM  and  sub-advised or  sub-administered  by  the
Sub-adviser  for  which he  or she  serves as  a Director  or Trustee.  Fees and
expenses disbursed to the Directors contained  no accrued or payable pension  or
retirement  benefits. As of  May 7, 1998,  the Officers and  Directors and their
families as a group owned in the  aggregate beneficially or of record less  than
1%  of the outstanding shares of the Fund  or of all the Company's series in the
aggregate.
    
 
                  Statement of Additional Information Page 24
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
INVESTMENT MANAGEMENT AND ADMINISTRATION
   
AIM  serves  as  the  Fund's  investment  manager  and  administrator  under  an
investment   management  and  administration  contract  ("Management  Contract")
between the Company and  AIM. The Sub-adviser serves  as the Fund's  sub-adviser
and  sub-administrator  under  a Sub-Advisory  and  Sub-Administration Agreement
between AIM and  the Sub-adviser ("Management  Sub-Contract," and together  with
the Management Contract, the "Management Contracts"). As investment managers and
administrators,  AIM and the  Sub-adviser make all  investment decisions for the
Fund and  administer  the  Fund's  affairs. Among  other  things,  AIM  and  the
Sub-adviser furnish the services and pay the compensation and travel expenses of
persons  who  perform the  executive,  administrative, clerical  and bookkeeping
functions of  the Company  and  the Fund,  and  provide suitable  office  space,
necessary small office equipment and utilities.
    
 
   
The  Management Contracts may  be renewed for one-year  terms, provided that any
such renewal  has been  specifically  approved at  least  annually by:  (i)  the
Company's  Board  of Directors,  or  by the  vote of  a  majority of  the Fund's
outstanding voting securities (as defined in the 1940 Act), and (ii) a  majority
of  Directors who  are not  parties to  the Management  Contracts or "interested
persons" of any such  party (as defined in  the 1940 Act), cast  in person at  a
meeting  called  for  the  specific  purpose of  voting  on  such  approval. The
Management Contracts provide that with respect to the Fund either the Company or
each of AIM or  the Sub-adviser may terminate  the Management Contracts  without
penalty upon sixty (60) days' written notice. The Management Contracts terminate
automatically in the event of their assignment (as defined in the 1940 Act).
    
 
For  the  fiscal years  ended October  31, 1997,  1996 and  1995, the  Fund paid
investment management and administration fees to the Sub-adviser in the  amounts
of $3,538,586, $3,365,375 and $3,913,429, respectively.
 
Certain   Latin   American  countries   require  a   local  entity   to  provide
administrative services for all direct investments by foreigners. Where required
by local  law,  the Fund  intends  to retain  a  local entity  to  provide  such
administrative  services. The local administrator will be paid a fee by the Fund
for its services.
 
DISTRIBUTION SERVICES
   
The Fund's  Advisor Class  shares are  continuously offered  through the  Fund's
principal  underwriter and  distributor, AIM  Distributors, on  a "best efforts"
basis  pursuant  to  a  distribution  contract  between  the  Company  and   AIM
Distributors without a sales charge or a contingent deferred sales charge.
    
 
TRANSFER AGENCY AND ACCOUNTING AGENCY SERVICES
The  Transfer  Agent  has  been  retained by  the  Fund  to  perform shareholder
servicing, reporting  and general  transfer agent  functions for  the Fund.  For
these  services, the Transfer Agent receives 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.
The Transfer Agent is also reimbursed by the Fund for its out-of-pocket expenses
for  such  items as  postage, forms,  telephone  charges, stationary  and office
supplies. The Sub-adviser serves as the Fund's pricing and accounting agent. For
the fiscal years ended  October 31, 1995  and October 31,  1996 and October  31,
1997  the  Fund paid  accounting services  fees to  the Sub-adviser  of $24,138,
$86,436 and $90,733, respectively.
 
EXPENSES OF THE FUND
   
The Fund pays all expenses not assumed by the Sub-adviser, AIM and other agents.
These expenses include, in  addition to the  advisory, transfer agency,  pricing
and  accounting  agency  and brokerage  fees  discussed above,  legal  and audit
expenses, custodian fees,  directors' fees, organizational  fees, fidelity  bond
and  other insurance premiums, taxes, extraordinary expenses and the expenses of
reports and prospectuses sent to  existing investors. The allocation of  general
Company  expenses and expenses shared  by the Fund and  other funds organized as
series of the Company with one another are allocated on a basis deemed fair  and
equitable,  which may  be based on  the relative net  assets of the  Fund or the
nature of  the  services  performed  and relative  applicability  to  the  Fund.
Expenditures,  including costs incurred in connection  with the purchase or sale
of portfolio  securities, which  are capitalized  in accordance  with  generally
accepted accounting principles applicable to investment companies, are accounted
for  as capital items and  not as expenses. The ratio  of the Fund's expenses to
its relative net assets can be expected to be higher than the expense ratios  of
funds investing solely in domestic securities, since the cost of maintaining the
custody of foreign securities and the rate of investment management fees paid by
the Fund generally are higher than the comparable expenses of such other funds.
    
 
                  Statement of Additional Information Page 25
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
                            VALUATION OF FUND SHARES
 
- --------------------------------------------------------------------------------
 
The Fund's portfolio securities and other assets are valued as follows:
 
   
As  described in the Prospectus,  the Fund's net asset  value per share for each
class of  shares is  determined at  the close  of regular  trading on  the  NYSE
(currently  4:00 p.m. Eastern  Time)(unless weather, equipment  failure or other
factors contribute to an earlier closing time) on each day for which the NYSE is
open for business. Currently, the NYSE is closed on weekends and on certain days
relating to the  following holidays:  New Year's  Day, Martin  Luther King  Day,
President's  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving Day and Christmas Day.
    
 
Equity securities, including ADRs, ADSs, CDRs,  GDRs and EDRs, which are  traded
on  stock exchanges are valued  at the last sale price  on the exchange on 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 the  Sub-adviser to be the
primary market. Securities traded in  the over-the-counter market are valued  at
the last available bid price prior to the time of valuation.
 
Long-term  debt obligations are valued at  the mean of representative quoted bid
and asked prices for such  securities or, if such  prices are not available,  at
prices  for securities of  comparable maturity, quality  and type; however, when
the Sub-adviser deems it appropriate, prices  obtained for the day of  valuation
from  a  bond pricing  service  will be  used.  Short-term debt  investments are
amortized to  maturity  based  on  their cost,  adjusted  for  foreign  exchange
translation, provided such valuations represent fair value.
 
Options  on indices, securities and currencies  purchased by the Fund are valued
at their last bid  price in the case  of listed options or,  in the case of  OTC
options,  at the average of  the last bid prices  obtained from dealers unless a
quotation from only one  dealer is available, in  which case only that  dealer's
price  will be used. The value of  each security denominated in a currency other
than U.S.  dollars  will be  translated  into  U.S. dollars  at  the  prevailing
exchange  rate  as  determined  by  the Sub-adviser  on  that  day.  When market
quotations for  futures and  options on  futures held  by the  Fund are  readily
available, those positions will be valued based upon such quotations.
 
   
Securities  and  other  assets  for  which  market  quotations  are  not readily
available are valued at fair value as  determined in good faith by or under  the
direction  of the Company's Board of Directors. The valuation procedures applied
in any  specific  instance  are likely  to  vary  from case  to  case.  However,
consideration  is generally  given to the  financial position of  the issuer and
other fundamental analytical data relating to  the investment and to the  nature
of the restrictions on disposition of the securities (including any registration
expenses  that might be borne by the  Fund in connection with such disposition).
In addition, specific factors are also generally considered, such as the cost of
the investment, the  market value  of any  unrestricted securities  of the  same
class  (both at the time of purchase and  at the time of valuation), the size of
the holding, the  prices of any  recent transactions or  offers with respect  to
such securities and any available analysts' reports regarding the issuer.
    
 
The  fair value  of any  other assets is  added to  the value  of all securities
positions to  arrive  at  the value  of  the  Fund's total  assets.  The  Fund's
liabilities,  including  accruals  for  expenses, are  deducted  from  its total
assets. Once the total  value of the  Fund's net assets  is so determined,  that
value  is  then divided  by the  total number  of shares  outstanding (excluding
treasury shares), and the result, rounded to  the nearer cent, is the net  asset
value per share.
 
   
Any  assets or liabilities initially denominated  in terms of foreign currencies
are translated into U.S. dollars at the official exchange rate or at the mean of
the current bid and asked prices of such currencies against the U.S. dollar last
quoted by a major  bank that is  a regular participant  in the foreign  exchange
market  or on the basis of a pricing  service that takes into account the quotes
provided by a  number of such  major banks.  If none of  these alternatives  are
available  or none are deemed to provide a suitable methodology for converting a
foreign currency into U.S.  dollars, the Board of  Directors in good faith  will
establish a conversion rate for such currency.
    
 
Latin  American securities trading may  not take place on  all days on which the
NYSE is open. Further, trading takes place in various foreign markets on days on
which the NYSE  is not  open. Consequently, the  calculation of  the Fund's  net
asset  value may not take place  contemporaneously with the determination of the
prices of securities held by the Fund. Events
 
                  Statement of Additional Information Page 26
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
   
affecting the values of portfolio securities  that occur between the time  their
prices  are determined and the close of regular  trading on the NYSE will not be
reflected in  the Fund's  net  asset value  unless  the Sub-adviser,  under  the
supervision  of the Company's Board of Directors, determines that the particular
event would materially affect net asset value. As a result, the Fund's net asset
value may be significantly affected by  such trading on days when a  shareholder
cannot purchase or redeem shares of the Fund.
    
 
- --------------------------------------------------------------------------------
 
                       INFORMATION RELATING TO SALES AND
                                  REDEMPTIONS
 
- --------------------------------------------------------------------------------
 
PAYMENT AND TERMS OF OFFERING
Payment  for Advisor Class shares purchased should accompany the purchase order,
or funds should be wired to the  Transfer Agent as described in the  Prospectus.
Payment  for Fund shares, other than by wire  transfer, must be made by check or
money order drawn on a U.S. bank. Checks or money orders must be payable in U.S.
dollars.
 
   
As a condition of this offering, if an order to purchase Advisor Class shares is
cancelled due  to nonpayment  (for  example, because  a  check is  returned  for
insufficient  funds), the person who made the  order will be responsible for any
loss incurred by the Fund by reason of such cancellation, and if such  purchaser
is  a shareholder, the Fund shall have the authority as agent of the shareholder
to redeem shares in his or her account at their then-current net asset value per
share to reimburse  the Fund  for the  loss incurred.  Investors whose  purchase
orders  have been  cancelled due  to nonpayment  may be  prohibited from placing
future orders.
    
 
The Fund  reserves the  right  at any  time to  waive  or increase  the  minimum
requirements applicable to initial or subsequent investments with respect to any
person  or class of persons.  An order to purchase shares  is not binding on the
Fund until it  has been confirmed  in writing  by the Transfer  Agent (or  other
arrangements  made with the Fund, in the  case of orders utilizing wire transfer
of funds, as described above) and payment has been received. To protect existing
shareholders, the Fund reserves the right to reject any offer for a purchase  of
shares by any individual.
 
   
INDIVIDUAL RETIREMENT ACCOUNTS ("IRAS") AND OTHER TAX-DEFERRED PLANS
    
Class  A  or Class  B shares  of the  Fund  may be  purchased as  the underlying
investment for an IRA meeting the  requirements of sections 408(a), 408A or  530
of  the Internal Revenue Code  of 1986, as amended (the  "Code"), as well as for
qualified retirement plans described in Code Section 401 and custodial  accounts
complying with Code Section 403(b)(7).
 
IRAS: If you have earned income from employment (including self-employment), you
can  contribute each year to an IRA up  to the lesser of (1) $2,000 for yourself
or $4,000  for  you  and your  spouse,  regardless  of whether  your  spouse  is
employed,  or (2) 100% of compensation. Some  individuals may be able to take an
income tax deduction for the contribution. Regular contributions may not be made
for the year  you become 70  1/2 or  thereafter. Unless your  and your  spouse's
earnings  exceed  a certain  level, you  also may  establish an  "education IRA"
and/or a  "Roth IRA."  Although contributions  to these  new types  of IRAs  are
nondeductible,   withdrawals   from  them   will   be  tax-free   under  certain
circumstances. Please  consult  your  tax  adviser  for  more  information.  IRA
applications are available from brokers or AIM Distributors.
 
ROLLOVER  IRAS: Individuals who receive  distributions from qualified retirement
plans (other than  required distributions) and  who wish to  keep their  savings
growing  tax-deferred  can  roll  over  (or make  a  direct  transfer  of) their
distribution to a  Rollover IRA. These  accounts can also  receive rollovers  or
transfers  from an existing  IRA. If an "eligible  rollover distribution" from a
qualified employer-sponsored retirement plan is  not directly rolled over to  an
IRA  (or  certain qualified  plans),  withholding at  the  rate of  20%  will be
required for federal income tax purposes.  A distribution from a qualified  plan
that  is not an "eligible rollover  distribution," including a distribution that
is one of series of substantially equal periodic payments, generally is  subject
to  regular wage withholding or withholding at the rate of 10% (depending on the
type and  amount  of  the  distribution),  unless you  elect  not  to  have  any
withholding apply. Please consult your tax adviser for more information.
 
SEP-IRAS:  Simplified  employee  pension plans  ("SEPs"  or  "SEP-IRAs") provide
self-employed individuals (and any eligible employees) with benefits similar  to
Keogh  plans (I.E., self-employed  individual retirement plans)  or Code Section
401(k)  plans,  but  with   fewer  administrative  requirements  and   therefore
potentially lower annual administration expenses.
 
                  Statement of Additional Information Page 27
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
CODE  SECTION 403(b)(7) CUSTODIAL ACCOUNTS: Employees of public schools and most
other tax-exempt organizations can  make pre-tax salary reduction  contributions
to these accounts.
 
PROFIT-SHARING   (INCLUDING   SECTION   401(k))  AND   MONEY   PURCHASE  PENSION
PLANS: Corporations  and other  employers can  sponsor these  qualified  defined
contribution  plans  for  their employees.  A  Section  401(k) plan,  a  type of
profit-sharing plan, additionally permits the eligible, participating  employees
to  make  pre-tax salary  reduction  contributions to  the  plan (up  to certain
limits).
 
SIMPLE PLANS: Employers  with no more  than 100 employees  that do not  maintain
another  retirement  plan  may  establish a  Savings  Incentive  Match  Plan for
Employees ("SIMPLE") either  as separate  IRAs or as  part of  a Section  401(k)
plan.  SIMPLEs are not  subject to the  complicated nondiscrimination rules that
generally apply to qualified retirement plans.
 
EXCHANGES BETWEEN FUNDS
   
Advisor Class shares of the  Fund may be exchanged  for Advisor Class shares  of
the  corresponding class  of other AIM/GT  Funds, based on  their respective net
asset values without imposition of any sales charges, provided the  registration
remains  identical. The exchange privilege is not an option or right to purchase
shares but is  permitted under  the current  policies of  the respective  AIM/GT
Funds.  The privilege may be discontinued or changed at any time by any of those
funds upon sixty days'  written notice to  the shareholders of  the fund and  is
available  only  in  states  where  the exchange  may  be  made  legally. Before
purchasing shares through the exercise of the exchange privilege, a  shareholder
should  obtain and read a copy of the prospectus of the fund to be purchased and
should consider its investment objective(s).
    
 
TELEPHONE REDEMPTIONS
A corporation or  partnership wishing to  utilize telephone redemption  services
must  submit a "Corporate Resolution" or "Certificate of Partnership" indicating
the names, titles and the required number of signatures of persons authorized to
act on  its  behalf.  The  certificate  must be  signed  by  a  duly  authorized
officer(s),  and,  in the  case of  a  corporation, the  corporate seal  must be
affixed. All shareholders may request that redemption proceeds be transmitted by
bank wire upon request directly to the shareholder's predesignated account at  a
domestic bank or savings institution if the proceeds are at least $500. Costs in
connection  with  the administration  of this  service, including  wire charges,
currently are borne by the  Fund. Proceeds of less than  $500 will be mailed  to
the  shareholder's registered address of record. The Fund and the Transfer Agent
reserve the right to refuse any  telephone instructions and may discontinue  the
aforementioned redemption options upon fifteen days' written notice.
 
SUSPENSION OF REDEMPTION PRIVILEGES
The  Fund may suspend redemption privileges or  postpone the date of payment for
more than seven days after a redemption order is received during any period  (1)
when  the NYSE is closed  other than customary weekend  and holiday closings, or
trading on the NYSE is restricted as directed by the SEC, (2) when an  emergency
exists, as defined by the SEC, which makes it not reasonably practicable for the
Fund  to dispose of securities  owned by it or fairly  to determine the value of
its assets, or (3) as the SEC may otherwise permit.
 
REDEMPTIONS IN KIND
   
It is possible  that conditions  may arise  in the  future which  would, in  the
opinion of the Company's Board of Directors, make it undesirable for the Fund to
pay  for all redemptions in cash. In such cases, the Board may authorize payment
to be made  in portfolio  securities or other  property of  the Fund,  so-called
"redemptions  in kind." Payment of  redemptions in kind will  be made in readily
marketed securities. Such securities would be valued at the same value  assigned
to  them in computing the net asset value per share. Shareholders receiving such
securities would  incur  brokerage  costs  in selling  any  such  securities  so
received.  However, despite the foregoing, the Company has filed with the SEC an
election pursuant to Rule  18f-1 under the  1940 Act. This  means that the  Fund
will  pay in cash all requests for redemption made by any shareholder of record,
limited in amount with respect to each shareholder during any ninety-day  period
to  the lesser  of $250,000  or 1%  of the net  asset value  of the  Fund at the
beginning of such  period. This  election will be  irrevocable so  long as  Rule
18f-1  remains in effect, unless  the SEC by order  upon application permits the
withdrawal of such election.
    
 
                  Statement of Additional Information Page 28
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
                                     TAXES
 
- --------------------------------------------------------------------------------
 
GENERAL
To continue to qualify for treatment  as a regulated investment company  ("RIC")
under  the Internal Revenue Code of 1986, as amended (the "Code"), the Fund must
distribute to  its  shareholders for  each  taxable year  at  least 90%  of  its
investment  company  taxable  income  (consisting  generally  of  net investment
income, net short-term capital gain and net gains from certain foreign  currency
transactions)  ("Distribution  Requirement")  and must  meet  several additional
requirements. These requirements include the following: (1) the Fund must derive
at least 90%  of its gross  income each taxable  year from dividends,  interest,
payments  with respect  to securities  loans and  gains from  the sale  or other
disposition of  securities or  foreign currencies,  or other  income  (including
gains  from options, Futures  or Forward Contracts) derived  with respect to its
business of investing in securities or those currencies ("Income  Requirement");
(2) at the close of each quarter of the Fund's taxable year, at least 50% of the
value  of its  total assets  must be  represented by  cash and  cash items, U.S.
government securities, securities of other RICs and other securities, with these
other securities limited, in respect of any  one issuer, to an amount that  does
not  exceed  5% of  the  value of  the  Fund's total  assets  and that  does not
represent more than 10% of the  issuer's outstanding voting securities; and  (3)
at  the close of each quarter  of the Fund's taxable year,  not more than 25% of
the value of its  total assets may  be invested in  securities (other than  U.S.
government securities or the securities of other RICs) of any one issuer.
 
Dividends  and  other distributions  declared  by the  Fund  in, and  payable to
shareholders of record as  of a date  in, October, November  or December of  any
year  will  be  deemed  to have  been  paid  by  the Fund  and  received  by the
shareholders on December 31 of  that year if the  distributions are paid by  the
Fund  during  the following  January. Accordingly,  those distributions  will be
taxed to shareholders for the year in which that December 31 falls.
 
A portion of  the dividends from  the Fund's investment  company taxable  income
(whether  paid in cash or  reinvested in additional shares)  may be eligible for
the dividends-received deduction allowed  to corporations. The eligible  portion
may  not  exceed  the  aggregate  dividends  received  by  the  Fund  from  U.S.
corporations.  However,  dividends  received  by  a  corporate  shareholder  and
deducted  by  it  pursuant  to  the  dividends-received  deduction  are  subject
indirectly to the alternative minimum tax.
 
If Fund shares are sold at a loss  after being held for six months or less,  the
loss  will be treated as  long-term, instead of short-term,  capital loss to the
extent of any  capital gain  distributions received on  those shares.  Investors
also should be aware that if shares are purchased shortly before the record date
for  any dividend or other distribution, the shareholder will pay full price for
the shares and receive some portion of the price back as a taxable distribution.
 
The Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to  the
extent  it fails to distribute by the end of any calendar year substantially all
of its  ordinary income  for  that year  and capital  gain  net income  for  the
one-year period ending on October 31 of that year, plus certain other amounts.
 
FOREIGN TAXES
Dividends  and interest received by the Fund, and gains realized thereby, may be
subject to income, withholding, or other taxes imposed by foreign countries  and
U.S.  possessions ("foreign  taxes") that  would reduce  the yield  and/or total
return on  its securities.  Tax conventions  between certain  countries and  the
United  States may reduce or eliminate  foreign taxes, however, and many foreign
countries do not  impose taxes  on capital gains  in respect  of investments  by
foreign  investors. If more than 50% of the  value of the Fund's total assets at
the close of its  taxable year consists of  securities of foreign  corporations,
the  Fund  will be  eligible to,  and may,  file an  election with  the Internal
Revenue Service that  will enable its  shareholders, in effect,  to receive  the
benefit  of the foreign tax credit with respect to any foreign taxes paid by it.
Pursuant to the election, the Fund would treat those taxes as dividends paid  to
its  shareholders and each shareholder would be required to (1) include in gross
income, and treat as paid by him, his share of those taxes, (2) treat his  share
of  those taxes and of any dividend paid by the Fund that represents income from
foreign and U.S. possessions sources as  his own income from those sources,  and
(3)  either deduct the taxes deemed paid  by him in computing his taxable income
or, alternatively, use the foregoing information in calculating the foreign  tax
credit  against his federal income tax. The Fund will report to its shareholders
shortly after each taxable  year their respective shares  of the Fund's  foreign
taxes and income from sources
 
                  Statement of Additional Information Page 29
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
within  foreign  countries  and  U.S. possessions  if  it  makes  this election.
Pursuant to the Taxpayer Relief Act of 1997 ("Tax Act"), individuals who have no
more than $300 ($600 for married  persons filing jointly) of creditable  foreign
taxes included on Form 1099 and all of whose foreign source income is "qualified
passive  income" may elect each year to be exempt from the extremely complicated
foreign tax credit limitation  and will be  able to claim  a foreign tax  credit
without having to file the detailed Form 1116 that otherwise is required.
 
PASSIVE FOREIGN INVESTMENT COMPANIES
   
The  Fund  may invest  in the  stock of  "passive foreign  investment companies"
("PFICs"). A PFIC is a foreign  corporation -- other than a "controlled  foreign
corporation"  (I.E.,  a foreign  corporation  in which,  on  any day  during its
taxable year,  more than  50% of  the total  voting power  of all  voting  stock
therein  or the total value of all  stock therein is owned, directly, indirectly
or  constructively,  by  "U.S.  shareholders,"  defined  as  U.S.  persons  that
individually  own, directly, indirectly or constructively,  at least 10% of that
voting power) as  to which the  Fund is  a U.S. shareholder  (effective for  its
taxable  year beginning  November 1,  1998) -- in  general, meets  either of the
following tests: (1)  at least  75% of  its gross income  is passive  or (2)  an
average  of at least 50%  of its assets produce, or  are held for the production
of, passive income.  Under certain circumstances,  the Fund will  be subject  to
federal  income tax on a portion of any "excess distribution" received on, or of
any gain from the disposition of, stock of a PFIC (collectively "PFIC  income"),
plus interest thereon, even if the Fund distributes the PFIC income as a taxable
dividend to its shareholders. The balance of the PFIC income will be included in
the  Fund's  investment company  taxable income  and,  accordingly, will  not be
taxable  to  the  Fund  to  the  extent  it  distributes  that  income  to   its
shareholders.
    
 
If  the Fund  invests in a  PFIC and  elects to treat  the PFIC  as a "qualified
electing fund"  ("QEF"),  then  in  lieu  of  the  foregoing  tax  and  interest
obligation,  the Fund would be  required to include in  income each year its pro
rata share of the QEF's ordinary earnings and net capital gain (I.E., the excess
of net long-term capital  gain over net short-term  capital loss) -- which  most
likely  would have  to be  distributed by the  Fund to  satisfy the Distribution
Requirement and avoid imposition of the Excise-Tax -- even if those earnings and
gain were not received by  the Fund from the QEF.  In most instances it will  be
very  difficult, if  not impossible,  to make  this election  because of certain
requirements thereof.
 
Effective for its taxable year beginning November 1, 1998, the Fund may elect to
"mark to market" its  stock in any PFIC.  "Marking-to-Market," in this  context,
means  including in ordinary income each taxable year the excess, if any, of the
fair market value of the stock over the Fund's adjusted basis therein as of  the
end  of that year.  Pursuant to the election,  the Fund also  will be allowed to
deduct (as an ordinary, not capital, loss)  the excess, if any, of its  adjusted
basis  in  PFIC stock  over  the fair  market value  thereof  as of  the taxable
year-end, but only to the extent of any net mark-to-market gains with respect to
that stock included in income  by the Fund for  prior taxable years. The  Fund's
adjusted  basis in each PFIC's stock subject to the election will be adjusted to
reflect  the  amounts  of  income  included  and  deductions  taken  thereunder.
Regulations  proposed in 1992  would provide a similar  election with respect to
the stock of certain PFICs.
 
NON-U.S. SHAREHOLDERS
Dividends paid by the Fund to a shareholder  who, as to the United States, is  a
nonresident  alien individual, nonresident alien fiduciary of a trust or estate,
foreign corporation  or foreign  partnership ("foreign  shareholder")  generally
will be subject to U.S. withholding tax (at a rate of 30% or lower treaty rate).
Withholding will not apply, however, to a dividend paid by the Fund to a foreign
shareholder  that is "effectively connected with the  conduct of a U.S. trade or
business," in which case the  reporting and withholding requirements  applicable
to  domestic shareholders will apply. A distribution  of net capital gain by the
Fund to a foreign shareholder generally  will be subject to U.S. federal  income
tax  (at the rates applicable  to domestic persons) only  if the distribution is
"effectively connected"  or the  foreign shareholder  is treated  as a  resident
alien individual for federal income tax purposes.
 
OPTIONS, FUTURES AND FOREIGN CURRENCY TRANSACTIONS
The Fund's use of hedging transactions, such as selling (writing) and purchasing
options  and Futures and entering into Forward Contracts, involves complex rules
that will determine, for federal income tax purposes, the amount, character  and
timing  of recognition of the  gains and losses the  Fund realizes in connection
therewith. Gains  from the  disposition of  foreign currencies  (except  certain
gains  that  may be  excluded by  future regulations),  and gains  from options,
Futures and Forward Contracts derived by  the Fund with respect to its  business
of  investing in  securities or foreign  currencies will  qualify as permissible
income under the Income Requirement.
 
   
Futures and  Forward Contracts  that are  subject to  section 1256  of the  Code
(other  than  those  that  are  part  of  a  "mixed  straddle")  ("Section  1256
Contracts") and  that are  held by  the  Fund at  the end  of its  taxable  year
generally  will be  deemed to have  been sold at  that time at  market value for
federal income tax purposes. Sixty percent of any net gain or loss recognized on
these deemed sales, and  60% of any  net gain or loss  realized from any  actual
sales  of Section 1256 Contracts,  will be treated as  long-term capital gain or
loss, and  the balance  will be  treated  as short-term  capital gain  or  loss.
    
 
                  Statement of Additional Information Page 30
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
   
That  60% portion will qualify for the reduced maximum tax rates on noncorporate
taxpayers' net capital gain enacted by the Tax Act -- 20% (10% for taxpayers  in
the  15% marginal tax  bracket) for gain  recognized on capital  assets held for
more than  18  months  --  instead  of  the  28%  rate  in  effect  before  that
legislation,  which now  applies to gain  recognized on capital  assets held for
more than one year but not more than 18 months.
    
 
Section 988 of the Code also may apply to gains and losses from transactions  in
foreign  currencies, foreign-currency-denominated  debt securities  and options,
Futures and Forward  Contracts on  foreign currencies ("Section  988" gains  and
losses).  Each Section  988 gain  or loss  generally is  computed separately and
treated as ordinary income or loss. In the case of overlap between sections 1256
and 988, special provisions  determine the character and  timing of any  income,
gain  or loss. The Fund attempts to monitor section 988 transactions to minimize
any adverse tax impact.
 
If the Fund has  an "appreciated financial position"  -- generally, an  interest
(including  an interest through an option,  Futures or Forward Contract or short
sale) with respect to any stock, debt instrument (other than "straight debt") or
partnership interest the fair market value  of which exceeds its adjusted  basis
- --  and enters into a  "constructive sale" of the  same or substantially similar
property, the Fund will be treated as  having made an actual sale thereof,  with
the  result  that gain  will be  recognized  at that  time. A  constructive sale
generally consists of a short sale, an offsetting notional principal contract or
Futures or Forward Contract entered  into by the Fund  or a related person  with
respect  to  the same  or substantially  similar property.  In addition,  if the
appreciated financial  position is  itself  a short  sale  or such  a  contract,
acquisition of the underlying property or substantially similar property will be
deemed a constructive sale.
 
The  foregoing  is a  general  and abbreviated  summary  of certain  federal tax
considerations affecting the Fund and  its shareholders. Investors are urged  to
consult their own tax advisers for more detailed information and for information
regarding  any  foreign,  state  and  local  taxes  applicable  to distributions
received from the Fund.
 
- --------------------------------------------------------------------------------
 
                             ADDITIONAL INFORMATION
 
- --------------------------------------------------------------------------------
   
AIM was organized in 1976, and  along with its subsidiaries, manages or  advises
approximately  90 investment  company portfolios  encompassing a  broad range of
investment objectives.  AIM  is a  direct,  wholly owned  subsidiary  of A  I  M
Management  Group  Inc.  ("AIM Management"),  a  holding company  that  has been
engaged in  the  financial  services  business  since  1976.  AIM  is  the  sole
shareholder   of  the  Funds'  principal   underwriter,  AIM  Distributors.  AIM
Management is an indirect wholly owned subsidiary of AMVESCAP PLC, 11 Devonshire
Square, London, EC2M  4YR, England.  AMVESCAP PLC  and its  subsidiaries are  an
independent  investment management group that has  a significant presence in the
institutional and retail segment of the investment management industry in  North
America and Europe, and a growing presence in Asia.
    
 
CUSTODIAN
State  Street  Bank and  Trust Company  ("State  Street"), 225  Franklin Street,
Boston, MA  02110, acts  as custodian  of  the Fund's  assets. State  Street  is
authorized  to  establish  and  has  established  separate  accounts  in foreign
currencies and to cause securities of the  Fund to be held in separate  accounts
outside the United States in the custody of non-U.S. banks.
 
INDEPENDENT ACCOUNTANTS
   
The Funds' independent accountants are Coopers & Lybrand L.L.P., One Post Office
Square,  Boston, MA 02109. Coopers & Lybrand L.L.P. will conduct an annual audit
of the Fund, assists in the preparation  of the Fund's federal and state  income
tax  returns  and  consults with  the  Company and  the  Fund as  to  matters of
accounting, regulatory filings, and federal and state income taxation.
    
 
   
The audited financial statements  of the Company included  in this Statement  of
Additional Information have been examined by Coopers & Lybrand L.L.P., as stated
in their opinion appearing herein and are included in reliance upon such opinion
given upon the authority of that firm as experts in accounting and auditing.
    
 
   
NAME
    
   
Prior  to May  29, 1998,  the Fund operated  under the  name of  GT Global Latin
America Growth Fund.
    
 
                  Statement of Additional Information Page 31
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
                               INVESTMENT RESULTS
 
- --------------------------------------------------------------------------------
 
STANDARDIZED RETURNS
   
The Fund's "Standardized Returns," as referred to in the Prospectus (see  "Other
Information  --  Performance  Information" in  the  Prospectus),  are calculated
separately for  Class  A and  Advisor  Class shares  of  the Fund,  as  follows:
Standardized Return (average annual total return ("T")) is computed by using the
ending  redeeming value ("ERV")  of a hypothetical  initial investment of $1,000
("P") over  a  period of  years  ("n") according  to  the following  formula  as
required  by the SEC: P(1+T) to the (n)th power = ERV. The following assumptions
will be reflected in computations made in accordance with this formula: (1)  for
Class  A shares, deduction of the maximum  sales charge of 4.75% from the $1,000
initial investment; (2) for Advisor Class shares, deduction of a sales charge is
not applicable; (3)  reinvestment of  dividends and other  distributions at  net
asset  value  on the  reinvestment  date determined  by  the Company's  Board of
Directors; and (4) a complete redemption at the end of any period illustrated.
    
 
The Standardized Return for the  Class A and Advisor  Class shares of the  Fund,
stated as average annualized total returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                                 LATIN AMERICA
                                            LATIN AMERICA             FUND
PERIOD                                      FUND (CLASS A)      (ADVISOR CLASS)
- ----------------------------------------  ------------------   ------------------
<S>                                       <C>                  <C>
Fiscal year ended Oct. 31, 1997.........         3.37%                8.91%
Oct. 31, 1992 through Oct. 31, 1997.....         7.01%                 n/a
June 1, 1995 (commencement of
 operations) through Oct. 31, 1997......          n/a                 9.39%
Aug. 13, 1991 (commencement of
 operations) through Oct. 31, 1997......         7.23%                 n/a
</TABLE>
 
NON-STANDARDIZED  RETURNS In addition to Standardized Returns, the Fund also may
include in advertisements, sales literature and shareholder reports other  total
return  performance data ("Non-Standardized Return"). Non-Standardized Return is
calculated separately for each  Class shares of the  Fund and may be  calculated
according  to several different formulas. Non-Standardized Returns may be quoted
for the  same or  different  time periods  for  which Standardized  Returns  are
quoted. Non-Standardized Returns may or may not take sales charges into account;
performance  data calculated  without taking  the effect  of sales  charges into
account will be higher than data  including the effect of such charges.  Advisor
Class shares are not subject to sales charges.
 
Aggregate Non-Standardized Return ("T") is computed by using the ending value of
the  account  ("VOA")  of  a hypothetical  initial  investment  of  $1,000 ("P")
according to the  following formula: T  = (VOA/P)-1. Aggregate  Non-Standardized
Return assumes reinvestment of dividends and other distributions.
 
The  aggregate Non-Standardized Returns (not  taking sales charges into account)
for the Class A and Advisor Class shares of the Fund, stated as aggregate  total
returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                                 LATIN AMERICA
                                            LATIN AMERICA             FUND
PERIOD                                      FUND (CLASS A)      (ADVISOR CLASS)
- ----------------------------------------  ------------------   ------------------
<S>                                       <C>                  <C>
June 1, 1995 (commencement of
 operations) through Oct. 31, 1997......          n/a                24.25%
Aug. 13, 1991 (commencement of
 operations) through Oct. 31, 1997......        62.00%                 n/a
</TABLE>
 
IMPORTANT POINTS TO NOTE ABOUT DATA RELATING TO WORLD EQUITY AND BOND MARKETS.
The  Fund and AIM  Distributors may from  time to time  in advertisements, sales
literature and reports furnished to present or prospective shareholders  compare
the Fund with the following, among others:
 
        (1)  The Consumer Price Index ("CPI"), which is a measure of the average
    change in prices over time  in a fixed market  basket of goods and  services
    (e.g.,  food, clothing,  shelter, fuels,  transportation fares,  charges for
    doctors' and dentists' services, prescription medicines, and other goods and
    services that people  buy for  day-to-day living). There  is inflation  risk
    which does not affect a security's value but its purchasing power, i.e., the
    risk of changing price levels in the economy that affects security prices or
    the price of goods and services.
 
        (2)  Data  and  mutual fund  rankings  published or  prepared  by Lipper
    Analytical  Data  Services,  Inc.  ("Lipper"),  CDA/Wiesenberger  Investment
    Company  Service  ("CDA/Wiesenberger"),  Morningstar,  Inc. ("Morningstar"),
 
                  Statement of Additional Information Page 32
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
    Micropal, Inc. and/or other companies that rank and/or compare mutual  funds
    by  overall  performance,  investment  objectives,  assets,  expense levels,
    periods of existence and/or  other factors. In this  regard the Fund may  be
    compared  to  its  "peer  group"  as  defined  by  Lipper, CDA/Wiesenberger,
    Morningstar and/or other firms as applicable, or to specific funds or groups
    of funds within or outside of such peer group. Lipper generally ranks  funds
    on  the basis of  total return, assuming  reinvestment of distributions, but
    does not take sales  charges or redemption fees  into consideration, and  is
    prepared  without regard to tax consequences. In addition to the mutual fund
    rankings, the Fund's performance may be compared to mutual fund  performance
    indices prepared by Lipper. Morningstar is a mutual fund rating service that
    also   rates  mutual  funds  on  the  basis  of  risk-adjusted  performance.
    Morningstar ratings are calculated  from a fund's three,  five and ten  year
    average  annual returns with  appropriate fee adjustments  and a risk factor
    that reflects fund  performance relative  to the  three-month U.S.  Treasury
    bill  monthly returns.  Ten percent of  the funds in  an investment category
    receive five stars and 22.5% receive four stars. The ratings are subject  to
    change each month.
 
        (3)  Bear  Stearns Foreign  Bond  Index, which  provides  simple average
    returns for individual countries and gross national product ("GNP") weighted
    index, beginning in 1975.  The returns are broken  down by local market  and
    currency.
 
        (4)  Ibbotson  Associates  International Bond  Index,  which  provides a
    detailed breakdown of local market and currency returns since 1960.
 
        (5) Standard & Poor's 500 Composite Stock Price Index, which is a widely
    recognized index  composed of  the  capitalization-weighted average  of  the
    price of 500 of the largest publicly traded stocks in the U.S.
 
        (6) Dow Jones Industrial Average.
 
        (7) CNBC/Financial News Composite Index.
 
        (8) Morgan Stanley Capital International World Indices, including, among
    others, the Morgan Stanley Capital International Europe, Australia, Far East
    Index  ("EAFE Index").  The EAFE  index is an  unmanaged index  of more than
    1,000 companies in Europe, Australia and the Far East.
 
        (9) Morgan Stanley Capital  International Latin America Emerging  Market
    Indices,  including the Morgan  Stanley Emerging Markets  Free Latin America
    Index (which excludes Mexican banks and securities companies which cannot be
    purchased by  foreigners) and  the Morgan  Stanley Emerging  Markets  Global
    Latin  America Index. Both indices include  60% of the market capitalization
    of the following countries: Argentina, Brazil, Chile and Mexico. The indices
    are weighted by market capitalization  and are calculated without  dividends
    reinvested.
 
       (10)  Salomon Brothers World  Government Bond Index  and Salomon Brothers
    World Government Bond Index-Non-U.S. are  each a widely used index  composed
    of world government bonds.
 
       (11)  The  World  Bank  Publication  of  Trends  in  Developing Countries
    ("TIDE") which provides brief reports on most of the World Bank's  borrowing
    members.  The World  Development Report is  published annually  and looks at
    global  and  regional  economic  trends  and  their  implications  for   the
    developing economies.
 
       (12)  Salomon Brothers Global Telecommunications Index, which is composed
    of telecommunications companies in the developing and emerging countries.
 
       (13) Datastream  and Worldscope,  each of  which is  an on-line  database
    retrieval  service  for information,  including international  financial and
    economic data.
 
       (14)  International  Financial  Statistics,  which  is  produced  by  the
    International Monetary Fund.
 
       (15)  Various publications and reports produced by the World Bank and its
    affiliates.
 
       (16) Various publications from the International Bank for  Reconstruction
    and Development.
 
   
       (17)  Various publications produced  by ratings agencies  such as Moody's
    Investors Services, Inc., Standard &  Poor's, a division of The  McGraw-Hill
    Companies, and Fitch.
    
 
       (18)  Wilshire Associates which is  an on-line database for international
    financial and economic data including performance measure for a wider  range
    of securities.
 
       (19)  Bank Rate National Monitor Index, which is an average of the quoted
    rates for 100 leading banks and thrifts in ten U.S. cities.
 
                  Statement of Additional Information Page 33
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
       (20) International Financial Corporation ("IFC") Latin American  Indices,
    which  include 60% of the market capitalization in the covered countries and
    are  market  weighted.  One  index  includes  dividends  and  one   excludes
    dividends.
 
       (21)  Various publications from the Organization for Economic Cooperation
    and Development ("OECD").
 
       (22) Average of  savings accounts,  which is a  measure of  all kinds  of
    savings deposits, including longer-term certificates. Savings accounts offer
    a  guaranteed rate  of return on  principal, but no  opportunity for capital
    growth. During  a portion  of the  period, the  maximum rates  paid on  some
    savings deposits were fixed by law.
 
Indices,  economic and  financial data prepared  by the  research departments of
various financial organizations such as Salomon Brothers, Inc., Lehman Brothers,
Merrill Lynch, Pierce, Fenner & Smith, Inc., Financial Research Corporation,  J.
P.  Morgan,  Morgan  Stanley,  Smith  Barney  Shearson,  S.G.  Warburg,  Jardine
Flemming, The  Bank  for  International  Settlements,  Asian  Development  Bank,
Bloomberg,  L.P. and  Ibbotson Associates,  may be  used as  well as information
reported by the  Federal Reserve  and the  respective Central  Banks of  various
nations. In addition, AIM Distributors may use performance rankings, ratings and
commentary  reported periodically in  national financial publications, including
Money Magazine, Mutual  Fund Magazine, Smart  Money, Global Finance,  EuroMoney,
Financial  World, Forbes, Fortune, Business Week, Latin Finance, The Wall Street
Journal,  Emerging  Markets  Weekly,  Kiplinger's  Guide  To  Personal  Finance,
Barron's,  The  Financial Times,  USA  Today, The  New  York Times,  Far Eastern
Economic Review,  The Economist  and  Investors Business  Digest. The  Fund  may
compare  its performance  to that  of other  compilations indices  of comparable
quality to those listed above and other  indices that may be developed and  made
available in the future.
 
Information   relating  to   foreign  market   performance,  capitalization  and
diversification is based on sources believed  to be reliable but may be  subject
to  revision  and  has  not  been independently  verified  by  the  Fund  or AIM
Distributors. The  authors  and  publishers  of such  material  are  not  to  be
considered  as "experts" under the 1933 Act, on account of the inclusion of such
information herein.
 
A portion of the  performance figures for each  market includes the positive  or
negative effects of the currency exchange rates effective at December 31 of each
year  between the U.S. dollar and currency of the foreign market (e.g., Japanese
Yen, German Deutschemark  and Hong  Kong Dollar).  A foreign  currency that  has
strengthened  or weakened against the U.S.  dollar will positively or negatively
affect the reported returns, as the case may be.
 
AIM Distributors  believes that  this  information may  be useful  to  investors
considering  whether and to  what extent to  diversify their investments through
the purchase of mutual funds investing in securities on a global basis. However,
this data is not a representation of the past performance of the Fund, nor is it
a prediction of such performance. The performance of the Funds will differ  from
the  historical performance of relevant indices. The performance of indices does
not take  expenses  into  account,  while  each  Fund  incurs  expenses  in  its
operations,  which will reduce performance. Each of these factors will cause the
performance of each Fund to differ from relevant indices.
 
   
From time to  time, the Fund  and AIM Distributors  may refer to  the number  of
shareholders  in the  Fund or  the aggregate number  of shareholders  in all AIM
Funds or the dollar amount of Fund assets under management or rankings by DALBAR
Surveys, Inc. in advertising materials.
    
 
AIM Distributors believes the  Fund is an  appropriate investment for  long-term
investment   goals  including  funding  retirement,   paying  for  education  or
purchasing a house. AIM  Distributors may provide  information designed to  help
individuals  understand  their investment  goals  and explore  various financial
strategies. For example,  AIM Distributors  may describe  general principles  of
investing,  such as  asset allocation,  diversification and  risk tolerance. The
Fund does not represent a complete investment program, and the investors  should
consider  the  Fund as  appropriate for  a portion  of their  overall investment
portfolio with regard to their long-term investment goals. There is no assurance
that any such information will lead to achieving these goals or guarantee future
results.
 
   
From time to time, AIM Distributors may refer to or advertise the names of  U.S.
and  non-U.S. companies and  their products, although there  can be no assurance
that any AIM Fund may own the securities of these companies.
    
 
Ibbotson  Associates  of  Chicago,  Illinois  ("Ibbotson")  provides  historical
returns  of the capital  markets in the United  States, including common stocks,
small  capitalization  stocks,  long-term  corporate  bonds,   intermediate-term
government  bonds, long-term government bonds, Treasury  bills, the U.S. rate of
inflation (based on the CPI), and  combinations of various capital markets.  The
performance  of  these capital  markets  is based  on  the returns  of different
indices.
 
   
AIM Funds  may  use  the  performance  of these  capital  markets  in  order  to
demonstrate   general   risk-versus-reward  investment   scenarios.  Performance
comparisons may also include  the value of a  hypothetical investment in any  of
these
    
 
                  Statement of Additional Information Page 34
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
capital  markets. The  risks associated with  the security types  in any capital
market may  or  may not  correspond  directly to  those  of the  Fund.  Ibbotson
calculates total returns in the same method as the Fund.
 
The Fund may quote various measures of volatility and benchmark correlation such
as  beta, standard deviation and R(2) in  advertising. In addition, the Fund may
compare these measures to those of  other funds. Measures of volatility seek  to
compare the Fund's historical share price fluctuations to those of a benchmark.
 
The  Fund may  advertise examples of  the effects of  periodic investment plans,
including the principle of dollar cost averaging programs. In such a program, an
investor invests a fixed dollar amount in a fund at periodic intervals,  thereby
purchasing  fewer shares when  prices are high  and more shares  when prices are
low. While such a strategy does not assure  a profit or guard against loss in  a
declining  market, the investor's  average cost per  share can be  lower than if
fixed numbers of shares are purchased at the same intervals. In evaluating  such
a  plan, investors should  consider their ability  to continue purchasing shares
through periods of low price levels.
 
   
The Fund may describe in its  sales material and advertisements how an  investor
may  invest in AIM Funds through various retirement plans or other programs that
offer deferral of income taxes on  investment earnings and pursuant to which  an
investor  may make deductible contributions.  Because of their advantages, these
retirement plans  and  programs  may  produce  returns  superior  to  comparable
non-retirement  investments. For example, a $10,000 investment earning a taxable
return of 10% annually would have an after-tax value of $17,976 after ten years,
assuming tax  was  deducted from  the  return each  year  at a  39.6%  rate.  An
equivalent  tax-deferred  investment would  have an  after-tax value  of $19,626
after ten years, assuming  tax was deducted  at a 39.6%  rate from the  deferred
earnings   at  the   end  of  the   ten-year  period.  In   sales  material  and
advertisements, the  Fund  may  also  discuss  these  plans  and  programs.  See
"Information Relating to Sales and Redemptions -- Individual Retirement Accounts
("IRAs") and Other Tax-Deferred Plans."
    
 
AIM  Distributors may  from time  to time in  its sales  methods and advertising
discuss the risks inherent in investing. The major types of investment risk  are
market  risk, industry risk, credit risk, interest rate risk, liquidity risk and
inflation risk. Risk represents the possibility that you may lose some or all of
your investment over a period of time. A basic tenet of investing is the greater
the potential reward, the greater the risk.
 
From time  to  time,  the  Fund and  AIM  Distributors  will  quote  information
regarding  industries,  individual  companies, countries,  regions,  world stock
exchanges, and economic and demographic statistics from sources AIM Distributors
deems  reliable,  including  the  economic  and  financial  data  of   financial
organizations, such as:
 
 (1) Stock  market  capitalization: Morgan  Stanley Capital  International World
     Indices, IFC and Datastream.
 
 (2) Stock market trading volume: Morgan Stanley Capital International  Industry
     Indices, and IFC.
 
 (3) The  number of listed  companies: IFC, G.T. Guide  to World Equity Markets,
     Salomon Brothers, Inc., and S.G. Warburg.
 
 (4) Wage rates: U.S. Department of Labor Statistics and Morgan Stanley  Capital
     International World Indices.
 
 (5) International  industry performance:  Morgan Stanley  Capital International
     World Indices, Wilshire Associates and Salomon Brothers, Inc.
 
 (6) Stock  market  performance:  Morgan  Stanley  Capital  International  World
     Indices, IFC and Datastream.
 
 (7) The Consumer Price Index and inflation rate: The World Bank, Datastream and
     IFC.
 
 (8) Gross Domestic Product ("GDP"): Datastream and The World Bank.
 
 (9) GDP growth rate: IFC, The World Bank and Datastream.
 
(10) Population: The World Bank, Datastream and United Nations.
 
(11) Average  annual growth rate  (%) of population:  The World Bank, Datastream
     and United Nations.
 
(12) Age distribution within populations: OECD and United Nations.
 
(13) Total exports and imports by year: IFC, The World Bank and Datastream.
 
(14) Top three companies  by country,  industry or  market: IFC,  G.T. Guide  to
     World Equity Markets, Salomon Brothers Inc., and S.G. Warburg.
 
(15) Foreign  direct  investments to  developing countries:  The World  Bank and
     Datastream.
 
(16) Supply, consumption,  demand  and growth  in  demand of  certain  products,
     services and industries, including, but not limited to, electricity, water,
     transportation,  construction  materials,  natural  resources,  technology,
     other basic infrastructure,  financial services, health  care services  and
     supplies,  consumer products and  services and telecommunications equipment
     and services (sources  of such information  may include, but  would not  be
     limited to, The World Bank, OECD, IMF, Bloomberg and Datastream).
 
                  Statement of Additional Information Page 35
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
(17) Standard deviation and performance returns for U.S. and non-U.S. equity and
     bond markets: Morgan Stanley Capital International.
 
(18) Countries  restructuring their debt, including  those under the Brady Plan:
     the Sub-adviser.
 
(19) Political and economic structure of countries: Economist Intelligence Unit.
 
(20) Government and corporate  bonds --  credit ratings, yield  to maturity  and
     performance returns: Salomon Brothers, Inc.
 
(21) Dividends yields for U.S. and non-U.S. companies: Bloomberg.
 
From  time to time, AIM Distributors may include in its advertisements and sales
material,  information  about  privatization,  which  is  an  economic   process
involving the sale of state-owned companies to the private sector.
 
   
In  advertising and sales  materials, AIM Distributors may  make reference to or
discuss its products, services and accomplishments. Among these  accomplishments
are  that in 1983 the Sub-adviser provided  assistance to the government of Hong
Kong in  linking its  currency to  the U.S.  dollar, and  that in  1987  Japan's
Ministry  of  Finance licensed  GT Asset  Management  Ltd. as  one of  the first
foreign  discretionary  investment   managers  for   Japanese  investors.   Such
accomplishments,  however,  should  not  be  viewed  as  an  endorsement  of the
Sub-adviser by the government of Hong  Kong, Japan's Ministry of Finance or  any
other  government or government  agency. Nor do any  such accomplishments of the
Sub-adviser provide any assurance that  the Fund's investment objective will  be
achieved.
    
 
                  Statement of Additional Information Page 36
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
   
'
    
 
                          DESCRIPTION OF DEBT RATINGS
 
- --------------------------------------------------------------------------------
 
DESCRIPTION OF BOND RATINGS
    MOODY'S INVESTORS SERVICE, INC. ("Moody's") rates the debt securities issued
by  various entities from "Aaa"  to "C." Investment grade  ratings are the first
four categories:
 
        Aaa -- Bonds which are rated Aaa  are judged to be of the best  quality.
    They carry the smallest degree of investment risk and are generally referred
    to  as "gilt  edged." Interest payments  are protected  by a large  or by an
    exceptionally stable  margin  and principal  is  secure. While  the  various
    protective  elements are likely to change, such changes as can be visualized
    are most  unlikely  to impair  the  fundamentally strong  position  of  such
    issues.
 
        Aa  -- Bonds which are rated Aa are  judged to be of high quality by all
    standards. Together  with the  Aaa group  they comprise  what are  generally
    known  as high grade bonds. They are rated lower than the best bonds because
    margins of  protection  may  not  be  as  large  as  in  Aaa  securities  or
    fluctuation  of protective elements may be of greater amplitude or there may
    be other  elements present  which make  the long-term  risk appear  somewhat
    larger than the Aaa securities.
 
        A  --  Bonds  which  are  rated  A  possess  many  favorable  investment
    attributes and  are  to  be considered  as  upper-medium-grade  obligations.
    Factors  giving security to principal  and interest are considered adequate,
    but elements may  be present  which suggest a  susceptibility to  impairment
    some time in the future.
 
        Baa  --  Bonds  which  are  rated  Baa  are  considered  as medium-grade
    obligations, (i.e., they are neither  highly protected nor poorly  secured).
    Interest payments and principal security appear adequate for the present but
    certain  protective  elements may  be lacking  or may  be characteristically
    unreliable over  any  great length  of  time. Such  bonds  lack  outstanding
    investment  characteristics and in fact  have speculative characteristics as
    well.
 
        Ba -- Bonds which are rated Ba are judged to have speculative  elements;
    their  future cannot be considered as  well-assured. Often the protection of
    interest and principal payments may be  very moderate, and thereby not  well
    safeguarded  during both good and bad  times over the future. Uncertainty of
    position characterizes bonds in this class.
 
        B --  Bonds which  are rated  B generally  lack characteristics  of  the
    desirable  investment. Assurance  of interest  and principal  payments or of
    maintenance of other terms of the contract over any long period of time  may
    be small.
 
        Caa  -- Bonds which are rated Caa  are of poor standing. Such issues may
    be in default or  there may be  present elements of  danger with respect  to
    principal or interest.
 
        Ca  --  Bonds  which  are  rated  Ca  represent  obligations  which  are
    speculative in a high degree. Such issues are often in default or have other
    marked shortcomings.
 
        C -- Bonds which are  rated C are the lowest  rated class of bonds,  and
    issues  so rated can be regarded as  having extremely poor prospects of ever
    attaining any real investment standing.
 
ABSENCE OF RATING:
Where no  rating has  been assigned  or where  a rating  has been  suspended  or
withdrawn, it may be for reasons unrelated to the quality of the issue.
 
Should no rating be assigned, the reason may be one of the following:
 
    1. An application for rating was not received or accepted.
 
    2. The  issue or issuer belongs  to a group of  securities or companies that
       are not rated as a matter of policy.
 
    3. There is a lack of essential data pertaining to the issue or issuer.
 
    4. The issue was privately placed, in which case the rating is not published
       in Moody's publications.
 
Suspension or withdrawal may occur if new and material circumstances arise,  the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable  up-to-date data  to permit  a judgment  to be  formed; if  a bond is
called for redemption; or for other reasons.
 
                  Statement of Additional Information Page 37
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
Note: Moody's applies  numerical modifiers, 1,  2 and 3  in each generic  rating
classification  from Aa to Caa. The modifier  1 indicates that the Company ranks
in the higher end  of its generic  rating category; the  modifier 2 indicates  a
mid-range  ranking; and the modifier  3 indicates that the  Company ranks in the
lower end of its generic rating category.
 
    STANDARD & POOR'S, a  division of The  McGraw-Hill Companies, Inc.  ("S&P"),
rates  the securities debt of various  entities in categories ranging from "AAA"
to "D"  according  to quality.  Investment  grade  ratings are  the  first  four
categories:
 
        AAA -- An obligation rated "AAA" has the highest rating assigned by S&P.
    The obligor's capacity to meet its financial commitment on the obligation is
    extremely strong.
 
        AA   --  An  obligation  rated  "AA"  differs  from  the  highest  rated
    obligations only  in a  small degree.  The obligor's  capacity to  meet  its
    financial commitment on the obligation is very strong.
 
        A -- An obligation rated "A" is somewhat more susceptible to the adverse
    effects of changes in circumstances and economic conditions than obligations
    in higher rated categories.
 
        BBB   --  An   obligation  rated  "BBB"   exhibits  adequate  protection
    parameters. However, adverse economic  conditions or changing  circumstances
    are  more likely to lead  to a weakened capacity of  the obligor to meet its
    financial commitment on the obligation.
 
        BB, B, CCC, CC, C -- Obligations  rated "BB," "B," "CCC," "CC," and  "C"
    are   regarded  as  having  significant  speculative  characteristics.  "BB"
    indicates the least degree  of speculation and "C"  the highest. While  such
    obligations  will likely  have some quality  and protective characteristics,
    these may be outweighed by large uncertainties or major exposures to adverse
    conditions.
 
        BB -- An  obligation rated "BB"  is less vulnerable  to nonpayment  than
    other  speculative issues. However, it  faces major ongoing uncertainties or
    exposure to adverse business, financial, or economic conditions which  could
    lead  to the obligor's inadequate capacity  to meet its financial commitment
    on the obligation.
 
        B --  An obligation  rated "B"  is more  vulnerable to  nonpayment  than
    obligations  rated "BB," but the obligor  currently has the capacity to meet
    its financial commitment on the obligation. Adverse business, financial,  or
    economic conditions will likely impair the obligor's capacity or willingness
    to meet its financial commitment on the obligation.
 
        CCC  -- An obligation rated "CCC" is currently vulnerable to nonpayment,
    and is dependent upon favorable business, financial, and economic conditions
    for the obligor to meet its  financial commitment on the obligation. In  the
    event of adverse business, financial, or economic conditions, the obligor is
    not  likely to  have the  capacity to meet  its financial  commitment on the
    obligation.
 
        CC --  An  obligation  rated  "CC" is  currently  highly  vulnerable  to
    nonpayment.
 
        C  -- The "C" rating may be used to cover a situation where a bankruptcy
    petition has been filed  or similar action has  been taken, but payments  on
    this obligation are being continued.
 
        D  -- An  obligation rated  "D" is  in payment  default. The  "D" rating
    category is used when payments on an obligation are not made on the date due
    even if the  applicable grace period  has not expired,  unless S&P  believes
    that  such payments will  be made during  such grace period.  The "D" rating
    also will be used upon the filing of a bankruptcy petition or the taking  of
    a similar action if payments on an obligation are jeopardized.
 
PLUS  (+) OR MINUS  (-): The ratings from  "AA" to "CCC" may  be modified by the
addition of a  plus or minus  sign to  show relative standing  within the  major
rating categories.
 
NR:  Indicates  that  no  public  rating  has  been  requested,  that  there  is
insufficient information on which to base a rating, or that S&P does not rate  a
particular type of obligation as a matter of policy.
 
DESCRIPTION OF COMMERCIAL PAPER RATINGS
    MOODY'S  employs  the  designation "Prime-1"  to  indicate  commercial paper
having a superior ability for  repayment of senior short-term debt  obligations.
Prime-1  repayment  ability will  often be  evidenced by  many of  the following
characteristics: leading market positions  in well-established industries;  high
rates  of return on  funds employed; conservative  capitalization structure with
moderate reliance on debt and ample asset protection; broad margins in  earnings
coverage  of  fixed financial  charges and  high  internal cash  generation; and
well-established access to a range of  financial markets and assured sources  of
alternate liquidity. Issues rated Prime-2 have a strong ability for repayment of
senior  short-term debt obligations. This normally  will be evidenced by many of
the characteristics cited  above but  to a  lesser degree.  Earnings trends  and
coverage  ratios, while sound, may be  more subject to variation. Capitalization
characteristics, while  still  appropriate, may  be  more affected  by  external
conditions. Ample alternate liquidity is maintained.
 
                  Statement of Additional Information Page 38
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
    S&P  ratings of commercial paper are  graded into several categories ranging
from "A1" for the highest quality obligations  to "D" for the lowest. Issues  in
the  "A"  category are  delineated  with numbers,  1, 2  and  3 to  indicate the
relative degree  of safety.  A-1 --  This highest  category indicates  that  the
degree  of safety regarding timely payment is strong. Those issues determined to
possess extremely strong safety characteristics will be denoted with a plus sign
(+) designation.  A-2  -- Capacity  for  timely  payments on  issues  with  this
designation  is satisfactory; however,  the relative degree of  safety is not as
high as for issues designated "A-1."
 
- --------------------------------------------------------------------------------
 
                              FINANCIAL STATEMENTS
 
- --------------------------------------------------------------------------------
   
The audited financial statements  for the Fund  as of October  31, 1997 and  the
fiscal year then ended appear on the following pages.
    
 
                  Statement of Additional Information Page 39
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
- --------------------------------------------------------------------------------
 
ANNUAL REPORT
To the Shareholders of GT Global Latin America Growth Fund and Board of
Directors of G.T. Investment Funds, Inc.:
 
We have audited the accompanying statement of assets and liabilities of GT
Global Latin America Growth Fund, one of the funds organized as a series of G.T.
Investment Funds, Inc., including the portfolio of investments, as of October
31, 1997, the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the period
then ended. These financial statements and the financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and the financial highlights based on our
audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1997 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial position of GT
Global Latin America Growth Fund as of October 31, 1997, the results of
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the five years in the period then ended in conformity with generally accepted
accounting principles.
 
                                                        COOPERS & LYBRAND L.L.P.
 
BOSTON, MASSACHUSETTS
DECEMBER 15, 1997
 
                                       F1
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Services (28.3%)
  Telecomunicacoes Brasileiras S.A. (Telebras): .............   BRZL               --             --        10.4
    TELEPHONE NETWORKS
    ADR{\/} .................................................   --            208,900   $ 21,203,350          --
    Common ..................................................   --        106,900,000      9,502,114          --
  Telefonos de Mexico, S.A. de C.V. "L" - ADR{\/} ...........   MEX           170,500      7,374,125         2.5
    TELEPHONE NETWORKS
  Cifra, S.A. de C.V.: ......................................   MEX                --             --         2.3
    RETAILERS-OTHER
    "C" .....................................................   --          3,340,500      5,800,868          --
    "B" - ADR{\/} ...........................................   --            335,792        648,079          --
    "A" .....................................................   --            104,372        192,244          --
  Compania Anonima Nacional Telefonos de Venezuela (CANTV) -
   ADR{\/} ..................................................   VENZ          147,400      6,448,750         2.2
    TELEPHONE NETWORKS
  Telefonica del Peru S.A. - ADR{\/} ........................   PERU          254,100      5,018,475         1.7
    TELEPHONE NETWORKS
  Companhia de Saneamento Basico do Estado de Sao Paulo -
   SABESP-/- ................................................   BRZL       26,748,622      4,852,798         1.7
    BUSINESS & PUBLIC SERVICES
  Cia de Telecomunicaciones de Chile S.A. - ADR{\/} .........   CHLE          163,000      4,523,250         1.5
    TELEPHONE NETWORKS
  Telecomunicacoes de Sao Paulo S.A. (TELESP): ..............   BRZL               --             --         1.2
    TELEPHONE NETWORKS
    Preferred ...............................................   --         11,109,390      2,902,308          --
    Common-/- ...............................................   --          2,802,000        597,306          --
  Santa Isabel S.A. - ADR{\/} ...............................   CHLE          181,100      3,350,350         1.1
    RETAILERS-FOOD
  Telecomunicacoes do Rio de Janeiro S.A. (TELERJ)
   Preferred ................................................   BRZL       34,694,581      3,304,546         1.1
    TELEPHONE NETWORKS
  Controladora Comercial Mexicana, S.A. de C.V.: ............   MEX                --             --         1.0
    RETAILERS-FOOD
    UBC .....................................................   --          2,682,000      2,665,940          --
    GDR{\/} .................................................   --             13,900        276,263          --
  Telefonica de Argentina S.A. - ADR{\/} ....................   ARG            90,900      2,556,563         0.9
    TELEPHONE NETWORKS
  Grupo Televisa, S.A. de C.V. - GDR-/- {\/} ................   MEX            47,000      1,457,000         0.5
    BROADCASTING & PUBLISHING
  Supermercados Unimarc S.A. - ADR (Chile){\/} -/- ..........   CHLE           33,000        495,000         0.2
    RETAILERS-FOOD
                                                                                        ------------
                                                                                          83,169,329
                                                                                        ------------
Energy (24.6%)
  Centrais Eletricas Brasileiras S.A. (Eletrobras): .........   BRZL               --             --         4.7
    ELECTRICAL & GAS UTILITIES
    "B" Preferred ...........................................   --         20,252,000      8,762,885          --
    Common-/- ...............................................   --         11,999,000      4,843,573          --
  Petroleo Brasileiro S.A. (Petrobras) Preferred ............   BRZL       48,642,000      9,045,365         3.1
    OIL
  C.A. La Electricidad de Caracas ...........................   VENZ        5,672,038      7,456,318         2.5
    ELECTRICAL & GAS UTILITIES
  Light - Servicos de Electricidade S.A. ....................   BRZL       17,602,000      5,843,915         2.0
    ELECTRICAL & GAS UTILITIES
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F2
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Energy (Continued)
  Enersis S.A. - ADR{\/} ....................................   CHLE          174,500   $  5,758,500         2.0
    ELECTRICAL & GAS UTILITIES
  Empresa Nacional de Electricidad S.A. - ADR{\/} ...........   CHLE          254,300      5,117,788         1.7
    ELECTRICAL & GAS UTILITIES
  YPF S.A. - ADR{\/} ........................................   ARG           148,900      4,764,800         1.6
    OIL
  Companhia Energetica de Minas Gerais (CEMIG) - ADR{\/} ....   BRZL          112,200      4,488,000         1.5
    ELECTRICAL & GAS UTILITIES
  Harken Energy Corp.-/- ....................................   US            674,500      4,426,406         1.5
    OIL
  Chilgener S.A. - ADR{\/} ..................................   CHLE          121,819      3,289,113         1.1
    ELECTRICAL & GAS UTILITIES
  Light - Participacoes S.A. ................................   BRZL       10,585,000      2,707,701         0.9
    ELECTRICAL & GAS UTILITIES
  Companhia Brasileira de Petroleo Ipiranga S.A.
   Preferred ................................................   BRZL      173,785,000      2,522,279         0.9
    OIL
  Perez Companc S.A. "B" ....................................   ARG           377,196      2,362,665         0.8
    OIL
  Compania Paulista de Forca e Luz ..........................   BRZL        5,030,000        736,842         0.3
    ELECTRICAL & GAS UTILITIES
                                                                                        ------------
                                                                                          72,126,150
                                                                                        ------------
Materials/Basic Industry (13.4%)
  Kimberly-Clark de Mexico, S.A. de C.V. "A" ................   MEX         2,614,000     11,520,383         3.9
    PAPER/PACKAGING
  Apasco, S.A. de C.V. ......................................   MEX         1,331,000      8,129,461         2.8
    CEMENT
  Companhia Vale do Rio Doce Preferred ......................   BRZL          306,600      5,923,966         2.0
    METALS - STEEL
  Sociedad Quimica y Minera de Chile S.A. - ADR{\/} .........   CHLE           95,100      4,933,313         1.7
    CHEMICALS
  Grupo Industrial Minera Mexico "L" ........................   MEX         1,406,724      4,178,055         1.4
    METALS - NON-FERROUS
  Industrias Penoles S.A. (CP) ..............................   MEX           978,200      3,895,228         1.3
    METALS - NON-FERROUS
  Corporacion Venezolana de Cementos, S.A.C.A.: .............   VENZ               --             --         0.3
    CEMENT
    "A" .....................................................   --            347,758        704,225          --
    "B" .....................................................   --            161,928        324,987          --
                                                                                        ------------
                                                                                          39,609,618
                                                                                        ------------
Multi-Industry/Miscellaneous (10.6%)
  Alfa, S.A. de C.V. "A" ....................................   MEX         1,356,600      9,942,984         3.4
    CONGLOMERATE
  Grupo Carso, S.A. de C.V. "A1" ............................   MEX         1,357,000      8,629,545         2.9
    MULTI-INDUSTRY
  Sanluis Corporacion, S.A. de C.V.-/- ......................   MEX           830,200      6,442,750         2.2
    CONGLOMERATE
  Desc, S.A. de C.V. - ADR{\/} ..............................   MEX            93,800      3,177,475         1.1
    CONGLOMERATE
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F3
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Multi-Industry/Miscellaneous (Continued)
  Empresas La Moderna, S.A. de C.V. "A"-/- ..................   MEX           355,000   $  1,743,114         0.6
    MULTI-INDUSTRY
  Commercial Del Plata-/- ...................................   ARG           697,410      1,032,786         0.4
    CONGLOMERATE
                                                                                        ------------
                                                                                          30,968,654
                                                                                        ------------
Finance (9.9%)
  Uniao Bancos Brasileiras "A" Preferred ....................   BRZL      247,114,000      6,271,997         2.1
    BANKS-MONEY CENTER
  Banco LatinoAmericano de Exportaciones S.A. (Bladex)
   "E"{\/} ..................................................   PAN            89,035      3,539,141         1.2
    OTHER FINANCIAL
  Banco BHIF - ADR-/-{\/} ...................................   CHLE          195,500      3,396,813         1.2
    BANKS-MONEY CENTER
  Grupo Financiero Banorte "B"-/- ...........................   MEX         2,279,000      3,138,743         1.1
    BANKS-MONEY CENTER
  Credicorp Ltd. - ADR{\/} ..................................   PERU          140,320      2,516,990         0.9
    BANKS-MONEY CENTER
  Administradora de Fondos de Pensiones Provida S.A. -
   ADR{\/} ..................................................   CHLE          149,900      2,510,825         0.9
    INVESTMENT MANAGEMENT
  Banco Provincial S.A. .....................................   VENZ        1,196,992      2,390,332         0.8
    BANKS-MONEY CENTER
  Banco de A. Edwards - ADR{\/} .............................   CHLE          125,100      2,173,613         0.7
    BANKS-MONEY CENTER
  Banco Frances del Rio de la Plata S.A. - ADR{\/} ..........   ARG            58,000      1,428,250         0.5
    BANKS-MONEY CENTER
  ARA, S.A. de C.V.-/- ......................................   MEX           230,000        848,383         0.3
    REAL ESTATE
  Banco Wiese - ADR{\/} .....................................   PERU          131,400        730,913         0.2
    BANKS-MONEY CENTER
                                                                                        ------------
                                                                                          28,946,000
                                                                                        ------------
Consumer Non-Durables (8.1%)
  Fomento Economico Mexicano, S.A. de C.V. "B" ..............   MEX         1,274,500      9,005,449         3.1
    BEVERAGES - ALCOHOLIC
  Grupo Industrial Maseca, S.A. de C.V. "B" .................   MEX         4,980,000      4,830,898         1.6
    FOOD
  Companhia Cervejaria Brahma Preferred .....................   BRZL        6,838,000      4,279,949         1.5
    BEVERAGES - ALCOHOLIC
  Compania Cervecerias Unidas S.A. - ADR{\/} ................   CHLE          138,800      3,383,250         1.2
    BEVERAGES - ALCOHOLIC
  Mavesa S.A. - ADR{\/} .....................................   VENZ          147,500      1,106,250         0.4
    FOOD
  Sudamtex de Venezuela "B" - ADR{\/} .......................   VENZ           53,200        691,600         0.2
    TEXTILES & APPAREL
  Embotelladora Andina S.A. - ADR{\/} .......................   CHLE           15,000        360,000         0.1
    BEVERAGES - NON-ALCOHOLIC
  Cerveceria Backus & Johnston S.A. "T" .....................   PERU           75,905         69,463          --
    BEVERAGES - ALCOHOLIC
                                                                                        ------------
                                                                                          23,726,859
                                                                                        ------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F4
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                             COUNTRY      SHARES        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Consumer Durables (0.9%)
  Brasmotor S.A. Preferred ..................................   BRZL       18,327,000   $  2,576,819         0.9
    APPLIANCES & HOUSEHOLD DURABLES
                                                                                        ------------       -----
 
TOTAL EQUITY INVESTMENTS (cost $290,305,760) ................                            281,123,429        95.8
                                                                                        ------------       -----
<CAPTION>
 
                                                                            NO. OF         VALUE         % OF NET
RIGHTS                                                         COUNTRY      RIGHTS        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
  Telecomunicacoes do Rio de Janeiro S.A. (TELERJ) Rights -
   Preferred, expire 11/12/97 ...............................   BRZL        1,689,830         22,993          --
    TELEPHONE NETWORKS
  Telecomunicacoes de Sao Paulo S.A. (TELESP) Rights, expire
   11/12/97 .................................................   BRZL          513,280            466          --
    TELEPHONE NETWORKS
                                                                                        ------------       -----
 
TOTAL RIGHTS (cost $0) ......................................                                 23,459          --
                                                                                        ------------       -----
<CAPTION>
 
                                                                           PRINCIPAL       VALUE         % OF NET
FIXED INCOME INVESTMENTS                                       CURRENCY     AMOUNT        (NOTE 1)        ASSETS
- -------------------------------------------------------------  --------   -----------   ------------   -------------
<S>                                                            <C>        <C>           <C>            <C>
Corporate Bonds (0.0%)
  Brazil (0.0%)
    Companhia Vale do Rio Doce - Non Convertible (cost
     $0) ....................................................   BRL           276,400             --          --
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $290,305,760)  * ....................                            281,146,888        95.8
Other Assets and Liabilities ................................                             12,433,174         4.2
                                                                                        ------------       -----
 
NET ASSETS ..................................................                           $293,580,062       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
       {\/}  U.S. currency denominated.
        -/-  Non-income producing security.
          *  For Federal income tax purposes, cost is $290,596,548 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  26,409,562
                 Unrealized depreciation:           (35,859,222)
                                                  -------------
                 Net unrealized depreciation:     $  (9,449,660)
                                                  -------------
                                                  -------------
</TABLE>
 
    Abbreviations:
    ADR--American Depository Receipt
    GDR--Global Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F5
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
The Fund's Portfolio of Investments at October 31, 1997, 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>
Argentina (ARG/ARS) ..................    4.2                      4.2
Brazil (BRZL/BRL) ....................   34.3                     34.3
Chile (CHLE/CLP) .....................   13.4                     13.4
Mexico (MEX/MXN) .....................   32.0                     32.0
Panama (PAN/PND) .....................    1.2                      1.2
Peru (PERU/PES) ......................    2.8                      2.8
United States (US/USD) ...............    1.5       4.2            5.7
Venezuela (VENZ/VEB) .................    6.4                      6.4
                                         -----     -------       -----
Total  ...............................   95.8       4.2          100.0
                                         -----     -------       -----
                                         -----     -------       -----
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $293,580,062.
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F6
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                              STATEMENT OF ASSETS
                                 AND LIABILITIES
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                                   <C>        <C>
Assets:
  Investments in securities, at value (cost $290,305,760) (Note 1).............................  $281,146,888
  U.S. currency.....................................................................  $     924
  Foreign currencies (cost $44,025).................................................     44,033       44,957
                                                                                      ---------
  Receivable for Fund shares sold..............................................................   14,119,361
  Receivable for securities sold...............................................................    4,099,448
  Dividends receivable.........................................................................      686,435
  Miscellaneous receivable.....................................................................       19,727
                                                                                                 -----------
    Total assets...............................................................................  300,116,816
                                                                                                 -----------
Liabilities:
  Payable for loan outstanding (Note 1)........................................................    3,238,000
  Payable for Fund shares repurchased..........................................................    2,418,769
  Payable for investment management and administration fees (Note 2)...........................      305,562
  Payable for service and distribution expenses (Note 2).......................................      233,877
  Payable for transfer agent fees (Note 2).....................................................      174,161
  Payable for printing and postage expenses....................................................       87,242
  Payable for professional fees................................................................       37,498
  Payable for custodian fees (Note 1)..........................................................       17,552
  Payable for registration and filing fees.....................................................        5,729
  Payable for Directors' fees and expenses (Note 2)............................................        5,654
  Payable for fund accounting fees (Note 2)....................................................        5,612
  Other accrued expenses.......................................................................        7,098
                                                                                                 -----------
    Total liabilities..........................................................................    6,536,754
                                                                                                 -----------
Net assets.....................................................................................  $293,580,062
                                                                                                 -----------
                                                                                                 -----------
Class A:
Net asset value and redemption price per share ($159,496,474 DIVIDED BY 8,177,513 shares
 outstanding)..................................................................................  $     19.50
                                                                                                 -----------
                                                                                                 -----------
Maximum offering price per share (100/95.25 of $19.50) *.......................................  $     20.47
                                                                                                 -----------
                                                                                                 -----------
Class B:+
Net asset value and offering price per share ($133,448,007 DIVIDED BY 6,939,727 shares
 outstanding)..................................................................................  $     19.23
                                                                                                 -----------
                                                                                                 -----------
Advisor Class:
Net asset value, offering price per share, and redemption price per share ($635,581 DIVIDED BY
 32,476 shares outstanding)....................................................................  $     19.57
                                                                                                 -----------
                                                                                                 -----------
Net assets consist of:
  Paid in capital (Note 4).....................................................................  $317,756,097
  Undistributed net investment income..........................................................      219,672
  Accumulated net realized loss on investments and foreign currency transactions...............  (15,230,114)
  Net unrealized depreciation on translation of assets and liabilities in foreign currencies...       (6,721)
  Net unrealized depreciation of investments...................................................   (9,158,872)
                                                                                                 -----------
Total -- representing net assets applicable to capital shares outstanding......................  $293,580,062
                                                                                                 -----------
                                                                                                 -----------
<FN>
- --------------
   * On sales of $50,000 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.
 
                                       F7
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                            STATEMENT OF OPERATIONS
 
                          Year ended October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                              <C>          <C>
Investment income: (Note 1)
  Dividend income (net of foreign withholding tax of $266,649)..............................  $ 8,471,075
  Interest income...........................................................................      530,160
                                                                                              -----------
    Total investment income.................................................................    9,001,235
                                                                                              -----------
Expenses:
  Investment management and administration fees (Note 2)....................................    3,538,586
  Service and distribution expenses: (Note 2)
    Class A....................................................................  $ 1,011,259
    Class B....................................................................    1,587,737    2,598,996
                                                                                 -----------
  Transfer agent fees (Note 2)..............................................................    1,261,524
  Custodian fees (Note 1)...................................................................      196,565
  Printing and postage expenses.............................................................      175,200
  Fund accounting fees (Note 2).............................................................       90,733
  Audit fees................................................................................       73,365
  Registration and filing fees..............................................................       64,495
  Legal fees................................................................................       17,155
  Directors' fees and expenses (Note 2).....................................................       13,140
  Other expenses (Note 1)...................................................................      215,751
                                                                                              -----------
    Total expenses before reductions........................................................    8,245,510
                                                                                              -----------
      Expense reductions (Notes 1 & 6)......................................................     (361,233)
                                                                                              -----------
    Total net expenses......................................................................    7,884,277
                                                                                              -----------
Net investment income.......................................................................    1,116,958
                                                                                              -----------
Net realized and unrealized gain (loss) on investments and foreign currencies:
  (Note 1)
  Net realized gain on investments.............................................   85,442,902
  Net realized loss on foreign currency transactions...........................     (897,287)
                                                                                 -----------
    Net realized gain during the year.......................................................   84,545,615
  Net change in unrealized depreciation on translation of assets and
   liabilities in foreign currencies...........................................       25,640
  Net change in unrealized depreciation of investments.........................  (47,707,162)
                                                                                 -----------
    Net unrealized depreciation during the year.............................................  (47,681,522)
                                                                                              -----------
Net realized and unrealized gain on investments and foreign currencies......................   36,864,093
                                                                                              -----------
Net increase in net assets resulting from operations........................................  $37,981,051
                                                                                              -----------
                                                                                              -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F8
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                       STATEMENT OF CHANGES IN NET ASSETS
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                              YEAR ENDED     YEAR ENDED
                                                                              OCTOBER 31,    OCTOBER 31,
                                                                                 1997           1996
                                                                             -------------  -------------
<S>                                                                          <C>            <C>
Decrease in net assets
Operations:
  Net investment income....................................................  $   1,116,958  $     878,406
  Net realized gain (loss) on investments and foreign currency
   transactions............................................................     84,545,615     (4,964,724)
  Net change in unrealized appreciation on translation of assets and
   liabilities in foreign currencies.......................................         25,640        608,089
  Net change in unrealized appreciation (depreciation) of investments......    (47,707,162)    63,484,288
                                                                             -------------  -------------
    Net increase in net assets resulting from operations...................     37,981,051     60,006,059
                                                                             -------------  -------------
Class A:
Distributions to shareholders: (Note 1)
  From net investment income...............................................             --       (842,524)
  In excess of net investment income.......................................             --       (381,092)
Class B:
Distributions to shareholders: (Note 1)
  From net investment income...............................................             --        (93,201)
  In excess of net investment income.......................................             --        (42,157)
Advisor Class:
Distributions to shareholders: (Note 1)
  From net investment income...............................................             --         (4,285)
  In excess of net investment income.......................................             --         (1,938)
                                                                             -------------  -------------
    Total distributions....................................................             --     (1,365,197)
                                                                             -------------  -------------
Capital share transactions: (Note 4)
  Increase from capital shares sold and reinvested.........................  1,267,100,757  1,551,794,195
  Decrease from capital shares repurchased.................................  (1,327,093,718) (1,612,200,649)
                                                                             -------------  -------------
    Net decrease from capital share transactions...........................    (59,992,961)   (60,406,454)
                                                                             -------------  -------------
Total decrease in net assets...............................................    (22,011,910)    (1,765,592)
Net assets:
  Beginning of year........................................................    315,591,972    317,357,564
                                                                             -------------  -------------
  End of year *............................................................  $ 293,580,062  $ 315,591,972
                                                                             -------------  -------------
                                                                             -------------  -------------
 * Includes undistributed net investment income of.........................  $     219,672             --
                                                                             -------------  -------------
                                                                             -------------  -------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F9
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each 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 OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (A)    1996 (A)    1995 (A)    1994 (A)    1993 (A)
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   17.95   $   15.38   $   26.11   $   19.78   $   15.59
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income (loss)..........       0.11        0.09        0.15       (0.08)       0.18*
  Net realized and unrealized gain
   (loss) on investments................       1.44        2.59       (9.28)       6.75        5.21
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............       1.55        2.68       (9.13)       6.67        5.39
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............         --       (0.08)         --       (0.19)      (0.12)
  From net realized gain on
   investments..........................         --          --       (1.60)      (0.15)      (1.08)
  In excess of net investment income....         --       (0.03)         --          --          --
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................         --       (0.11)      (1.60)      (0.34)      (1.20)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $   19.50   $   17.95   $   15.38   $   26.11   $   19.78
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (d).............       8.52%      17.52%     (37.16)%     34.10%       37.1%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 159,496   $ 177,373   $ 182,462   $ 336,960   $ 129,280
Ratio of net investment income (loss) to
 average net assets.....................       0.52%       0.46%       0.86%      (0.29)%       1.3%*
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   6)...................................       1.96%       2.03%       2.11%       2.04%        2.4%*
  Without expense reductions............       2.06%       2.10%       2.12%        N/A         N/A
Portfolio turnover rate++++.............        130%        101%        125%        155%        112%
Average commission rate per share paid
 on portfolio transactions++++..........  $  0.0007   $  0.0005         N/A         N/A         N/A
</TABLE>
 
- ----------------
 
  +  All capital shares issued and outstanding as of March 31, 1993 were
     reclassified as Class A shares.
 ++  Commencing April 1, 1993, the Fund began offering Class B shares.
+++  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
++++ Portfolio turnover rate and average commission rate are calculated on
     the basis of the Fund as a whole without distinguishing between the
     classes of shares issued.
  *  Includes reimbursement by Chancellor LGT Asset Management, Inc. of
     Fund operating expenses of $0.02 for the year ended October 31, 1993.
     Without such reimbursements, the expense ratio would have been 2.49%
     and the ratio of net investment income to average net assets would
     have been 1.25% for the year ended October 31, 1993.
 (a) These selected per share data were calculated based upon average
     shares outstanding during the period.
 (b) Not annualized.
 (c) Annualized.
 (d) Total investment return does not include sales charges.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F10
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
<TABLE>
<CAPTION>
                                                                    CLASS B++
                                          -------------------------------------------------------------
                                                                                          APRIL 1, 1993
                                                      YEAR ENDED OCTOBER 31,                   TO
                                          ----------------------------------------------   OCTOBER 31,
                                           1997 (A)    1996 (A)    1995 (A)    1994 (A)     1993 (A)
                                          ----------  ----------  ----------  ----------  -------------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   17.78   $   15.21   $   25.94   $   19.75     $ 16.26
                                          ----------  ----------  ----------  ----------  -------------
Income from investment operations:
  Net investment income (loss)..........       0.01       (0.00)       0.06       (0.22)      (0.07)
  Net realized and unrealized gain
   (loss) on investments................       1.44        2.59       (9.19)       6.74        3.56
                                          ----------  ----------  ----------  ----------  -------------
    Net increase (decrease) from
     investment operations..............       1.45        2.59       (9.13)       6.52        3.49
                                          ----------  ----------  ----------  ----------  -------------
Distributions to shareholders:
  From net investment income............         --       (0.01)         --       (0.18)         --
  From net realized gain on
   investments..........................         --          --       (1.60)      (0.15)         --
  In excess of net investment income....         --       (0.01)         --          --          --
                                          ----------  ----------  ----------  ----------  -------------
    Total distributions.................         --       (0.02)      (1.60)      (0.33)         --
                                          ----------  ----------  ----------  ----------  -------------
Net asset value, end of period..........  $   19.23   $   17.78   $   15.21   $   25.94     $ 19.75
                                          ----------  ----------  ----------  ----------  -------------
                                          ----------  ----------  ----------  ----------  -------------
 
Total investment return (d).............       8.04%      17.02%     (37.42)%     33.33%       21.5% (b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 133,448   $ 137,400   $ 134,527   $ 211,673     $13,576
Ratio of net investment income (loss) to
 average net assets.....................       0.02%      (0.04)%      0.36%      (0.79)%      (0.7)% (c)
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   6)...................................       2.46%       2.53%       2.61%       2.54%        2.9% (c)
  Without expense reductions............       2.56%       2.60%       2.62%        N/A         N/A
Portfolio turnover rate++++.............        130%        101%        125%        155%        112%
Average commission rate per share paid
 on portfolio transactions++++..........  $  0.0007   $  0.0005         N/A         N/A         N/A
 
<CAPTION>
                                                   ADVISOR CLASS+++
                                          -----------------------------------
 
                                               YEAR ENDED        JUNE 1, 1995
                                               OCTOBER 31,            TO
                                          ---------------------  OCTOBER 31,
                                          1997 (A)    1996 (A)       1995
                                          --------   ----------  ------------
<S>                                       <C>        <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $ 17.94    $   15.40    $   15.95
                                          --------   ----------  ------------
Income from investment operations:
  Net investment income (loss)..........     0.19         0.17         0.09
  Net realized and unrealized gain
   (loss) on investments................     1.44         2.58        (0.64)
                                          --------   ----------  ------------
    Net increase (decrease) from
     investment operations..............     1.63         2.75        (0.55)
                                          --------   ----------  ------------
Distributions to shareholders:
  From net investment income............       --        (0.14)          --
  From net realized gain on
   investments..........................       --           --           --
  In excess of net investment income....       --        (0.07)          --
                                          --------   ----------  ------------
    Total distributions.................       --        (0.21)          --
                                          --------   ----------  ------------
Net asset value, end of period..........  $ 19.57    $   17.94    $   15.40
                                          --------   ----------  ------------
                                          --------   ----------  ------------
Total investment return (d).............     8.91%       18.16%       (3.45)%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $   636    $     818    $     369
Ratio of net investment income (loss) to
 average net assets.....................     1.02%        0.96%        1.36 %(c)
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   6)...................................     1.46%        1.53%        1.61 %(c)
  Without expense reductions............     1.56%        1.60%        1.62 %(c)
Portfolio turnover rate++++.............      130%         101%         125 %
Average commission rate per share paid
 on portfolio transactions++++..........  $0.0007    $  0.0005          N/A
</TABLE>
 
- ----------------
 
  +  All capital shares issued and outstanding as of March 31, 1993 were
     reclassified as Class A shares.
 ++  Commencing April 1, 1993, the Fund began offering Class B shares.
+++  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
++++ Portfolio turnover rate and average commission rate are calculated on
     the basis of the Fund as a whole without distinguishing between the
     classes of shares issued.
  *  Includes reimbursement by Chancellor LGT Asset Management, Inc. of
     Fund operating expenses of $0.02 for the year ended October 31, 1993.
     Without such reimbursements, the expense ratio would have been 2.49%
     and the ratio of net investment income to average net assets would
     have been 1.25% for the year ended October 31, 1993.
 (a) These selected per share data were calculated based upon average
     shares outstanding during the period.
 (b) Not annualized.
 (c) Annualized.
 (d) Total investment return does not include sales charges.
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F11
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                                    NOTES TO
                              FINANCIAL STATEMENTS
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
1. SIGNIFICANT ACCOUNTING POLICIES
GT Global Latin America Growth Fund ("Fund") is a separate series of G.T.
Investment Funds, Inc. ("Company"). The Company is organized as a Maryland
corporation and is registered under the Investment Company Act of 1940, as
amended ("1940 Act"), as a non-diversified, open-end management investment
company. The Company has thirteen 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 service and 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 Funds in the preparation of the
financial statements.
 
(A) PORTFOLIO VALUATION
The Fund calculates the net asset value of 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 on 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 Chancellor LGT Asset
Management, Inc. ("the Manager") to be the primary market.
 
Fixed income investments are valued at the mean of representative quoted bid and
ask 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 maturity of 60
days or less are valued at 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
Company's Board of Directors.
 
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 Company's Board of Directors.
 
(B) FOREIGN CURRENCY TRANSLATION
The accounting records are maintained in U.S. dollars. The market values of
foreign securities, currency holdings, and 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 fluctuations
arising from changes in market prices of securities held. Such fluctuations are
included with the net realized and unrealized gain or loss from investments.
 
Reported net realized foreign exchange gains or 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 and losses arise from changes in the
value of assets and liabilities other than investments in securities at year
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, United States 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
 
                                      F12
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
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 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. Forward Contracts
involve market risk in excess of the amount shown in the Fund's "Statement of
Assets and Liabilities." The Fund could be exposed to risk if a counterparty is
unable to meet the terms of the 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
marked-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 an over-the-counter option, is valued at the average
of the last bid prices obtained from brokers. 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 securities
and, for a put, requires the Fund to maintain in a segregated account 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 or bond 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 or bond
market and to fluctuations in currency values or interest rates. At October 31,
1997, the fund had no open futures contracts.
 
(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. 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 than 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) 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 Federal taxes on income, capital
gains, or unrealized appreciation of securities held, and excise tax on income
and capital gains. The Fund currently has a capital loss carryforward of
$14,939,326, of which $8,211,999 expires in 2003 and $6,727,327 expires in 2004.
 
(I) DISTRIBUTIONS TO SHAREHOLDERS
Distributions to shareholders are recorded by the Fund on the ex-date. Income
and capital gain distributions are determined in
 
                                      F13
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
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.
 
(J) 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.
 
(K) 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.
 
(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) PORTFOLIO SECURITIES LOANED
At October 31, 1997, stocks with an aggregate value of approximately $32,165,965
were on loan to brokers. The loans were secured by cash collateral of
$34,658,600. 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. For
the year ended October 31, 1997, the Fund received $315,802 of income from
securities lending which was used to reduce custodian and administrative
expenses.
 
(N) LINE OF CREDIT
The Fund, along with certain other funds ("GT Funds") advised or administered by
the Manager, has a line of credit with each of BankBoston and State Street Bank
& Trust Company. The arrangements with the banks allow the Fund and the GT Funds
to borrow an aggregate maximum amount of $200,000,000. The Fund is limited to
borrowing up to 33 1/3% of the value of each Fund's total assets. On October 31,
1997, the Fund had $3,238,000 in loans outstanding.
 
For the year ended October 31, 1997, the weighted average outstanding daily
balance of bank loans (based on the number of days the loans were outstanding)
for the Fund was $7,810,915, with a weighted average interest rate of 6.37%.
Interest expense for the Fund for the year ended October 31, 1997 was $98,132,
included in "Other Expenses" on the Statement of Operations.
 
2. RELATED PARTIES
Chancellor LGT Asset Management, Inc. is the Funds Portfolios' investment
manager and administrator. The Fund pays investment management and
administration fees to the Manager at the annualized rate of 0.975% of the first
$500 million of average daily net assets of the Fund; 0.95% of the next $500
million; 0.925% of the next $500 million and 0.90% on amounts thereafter. These
fees are computed daily and paid monthly.
 
GT Global Inc. ("GT Global"), an affiliate of the Manager, is the Fund's
distributor. The Fund offers Class A, Class B and Advisor Class shares for
purchase.
 
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. GT Global 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 period ended October 31, 1997, GT Global retained
$50,871 of such sales charges. Purchases of Class A shares exceeding $500,000
may be subject to a contingent deferred sales charge ("CDSC") upon redemption,
in accordance with the Fund's current prospectus. GT Global collected CDSCs in
the amount of $282 for the year ended October 31, 1997. GT Global 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, GT Global 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. For the year ended October 31, 1997, GT Global collected CDSCs in
the amount of $923,487. In addition, GT Global makes ongoing shareholder
servicing and trail commission payments to dealers whose clients hold Class B
shares.
 
Pursuant to Rule 12b-1 under the 1940 Act, the Company's Board of Directors has
adopted separate distribution plans with respect to the Fund's Class A shares
("Class A Plan") and Class B shares ("Class B Plan"), pursuant to which the Fund
reimburses GT Global for a portion of its shareholder servicing and distribution
expenses. Under the Class A Plan, the Fund may 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 may pay GT Global a distribution fee at
the annualized rate of up to 0.50% 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 GT Global's expenditures incurred in providing services as distributor.
 
                                      F14
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
All expenses for which GT Global is reimbursed under the Class A Plan will have
been incurred within one year of such reimbursement.
 
Pursuant to the Fund's Class B Plan, the Fund may 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 GT Global's expenditures incurred in servicing and
maintaining shareholder accounts, and may 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 may be carried forward for reimbursement in subsequent years as long as
that Plan continues in effect.
 
The Manager and GT Global voluntarily have undertaken to limit the Fund's
expenses (exclusive of brokerage commissions, taxes, interest, and extraordinary
expenses) to the maximum annual rate of 2.40%, 2.90%, and 1.90% of the average
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 GT Global
of payments under the Class A Plan and/or Class B Plan and/or reimbursements by
the Manager or GT Global of portions of the Fund's other operating expenses.
 
Effective November 1, 1997, the Manager and GT Global have undertaken to limit
each Fund's expenses (exclusive of brokerage commissions, taxes, interest, and
extraordinary expenses) to the annual rate of 2.00%, 2.50% and 1.50% of the
average daily net assets of the Fund's Class A, Class B and Advisor Class
shares, respectively. This undertaking may be changed or eliminated in the
future.
 
GT Global Investor Services, Inc. ("GT Services"), an affiliate of the Manager
and GT Global, is the transfer agent of the Fund. For performing shareholder
servicing, reporting, and general transfer agent services, GT Services receives
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 is 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 by
applying 0.03% to the first $5 billion of assets of all registered mutual funds
advised by the Manager and 0.02% to the assets in excess of $5 billion and
allocating the results according to the Funds average daily net assets.
 
The Company pays each of its Directors who is not an employee, officer or
director of the Manager, GT Global or GT Services $5,000 per year plus $300 for
each meeting of the board or any committee thereof attended by the Director.
 
3. PURCHASES AND SALES OF SECURITIES
For the year ended October 31, 1997, purchases and sales of investment
securities by the Fund, other than short-term investments, aggregated
$439,672,522 and $508,014,202. There were no purchases or sales of U.S.
government obligations for the year ended October 31, 1997.
 
4. CAPITAL SHARES
At October 31, 1997, there were 6,000,000,000 shares of the Company's common
stock authorized, at $0.0001 par value. Of this amount, 200,000,000 were
classified as shares of the Fund; 400,000,000 were classified as shares of GT
Global Government Income Fund; 200,000,000 were classified as shares of GT
Global Developing Markets Fund; 200,000,000 were classified as shares of GT
Global Health Care Fund; 200,000,000 were classified as shares of GT Global
Strategic Income Fund; 200,000,000 were classified as shares of GT Global
Currency Fund (inactive); 200,000,000 were classified as shares of GT Global
Growth & Income Fund; 200,000,000 were classified as shares of GT Global Small
Companies Fund (inactive); 200,000,000 were classified as shares of GT Global
Natural Resources Fund; 200,000,000 were classified as shares of GT Global
Infrastructure Fund; 400,000,000 were classified as shares of GT Global
Telecommunications Fund; 200,000,000 were classified as shares of GT Global
Emerging Markets Fund; and 200,000,000 were classified as shares of GT Global
Financial Services Fund; 200,000,000 were classified as shares of GT Global High
Income Fund; and 200,000,000 were classified as shares of GT Global Consumer
Products and Services Fund. The shares of each of the foregoing series of the
Company were divided equally into two classes, designated Class A and Class B
common stock. With respect to the issuance of Advisor Class shares, 100,000,000
shares were classified as shares of each of the fifteen series of the Company
and designated as Advisor Class common stock. 1,100,000,000 shares remain
unclassified. Transactions in capital shares of the Fund were as follows:
 
                                      F15
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                           CAPITAL SHARE TRANSACTIONS
<TABLE>
<CAPTION>
                                                            YEAR ENDED                   YEAR ENDED
                                                         OCTOBER 31,1997              OCTOBER 31, 1996
                                                    --------------------------  ----------------------------
CLASS A                                               SHARES        AMOUNT        SHARES         AMOUNT
- --------------------------------------------------  -----------  -------------  -----------  ---------------
<S>                                                 <C>          <C>            <C>          <C>
Shares sold.......................................   46,171,230  $ 937,785,689   76,364,877  $ 1,304,172,875
Shares issued in connection with reinvestment of
  distributions...................................           --             --       66,851        1,023,814
                                                    -----------  -------------  -----------  ---------------
                                                     46,171,230    937,785,689   76,431,728    1,305,196,689
Shares repurchased................................  (47,874,889)  (980,118,186) (78,414,835)  (1,346,357,898)
                                                    -----------  -------------  -----------  ---------------
Net decrease......................................   (1,703,659) $ (42,332,497)  (1,983,107) $   (41,161,209)
                                                    -----------  -------------  -----------  ---------------
                                                    -----------  -------------  -----------  ---------------
 
<CAPTION>
 
                                                            YEAR ENDED                   YEAR ENDED
                                                         OCTOBER 31, 1997             OCTOBER 31, 1996
                                                    --------------------------  ----------------------------
CLASS B                                               SHARES        AMOUNT        SHARES         AMOUNT
- --------------------------------------------------  -----------  -------------  -----------  ---------------
<S>                                                 <C>          <C>            <C>          <C>
Shares sold.......................................   14,424,170  $ 299,346,687   13,503,991  $   230,324,732
Shares issued in connection with reinvestment of
  distributions...................................           --             --        6,914          105,073
                                                    -----------  -------------  -----------  ---------------
                                                     14,424,170    299,346,687   13,510,905      230,429,805
Shares repurchased................................  (15,210,392)  (316,506,347) (14,627,921)    (250,064,111)
                                                    -----------  -------------  -----------  ---------------
Net decrease......................................     (786,222) $ (17,159,660)  (1,117,016) $   (19,634,306)
                                                    -----------  -------------  -----------  ---------------
                                                    -----------  -------------  -----------  ---------------
<CAPTION>
 
                                                            YEAR ENDED                   YEAR ENDED
                                                         OCTOBER 31, 1997             OCTOBER 31, 1996
                                                    --------------------------  ----------------------------
ADVISOR CLASS                                         SHARES        AMOUNT        SHARES         AMOUNT
- --------------------------------------------------  -----------  -------------  -----------  ---------------
<S>                                                 <C>          <C>            <C>          <C>
Shares sold.......................................    1,448,623  $  29,968,381      932,074  $    16,161,478
Shares issued in connection with reinvestment of
  distributions...................................           --             --          408            6,223
                                                    -----------  -------------  -----------  ---------------
                                                      1,448,623     29,968,381      932,482       16,167,701
Shares repurchased................................   (1,461,777)   (30,469,185)    (910,792)     (15,778,640)
                                                    -----------  -------------  -----------  ---------------
Net increase (decrease)...........................      (13,154) $    (500,804)      21,690  $       389,061
                                                    -----------  -------------  -----------  ---------------
                                                    -----------  -------------  -----------  ---------------
</TABLE>
 
5. HOLDINGS OF 5% VOTING SECURITIES OF PORTFOLIO COMPANIES
Investments of 5% or more of an issuer's outstanding voting securities by the
Fund are defined in the Investment Company Act of 1940 as an affiliated company.
There were no investments in affiliated companies at October 31, 1997.
 
Transactions during the year with companies that were affiliates are as follows:
 
<TABLE>
<CAPTION>
                                                                               NET
                                                                             REALIZED
                                                    PURCHASES     SALES        GAIN     DIVIDEND
AFFILIATES                                             COST      PROCEEDS     (LOSS)     INCOME
- --------------------------------------------------  ----------  ----------  ----------  --------
<S>                                                 <C>         <C>         <C>         <C>
Compania Boliviana de Energia Electrica...........  $       --  $9,666,400  $2,805,315  $ 44,960
Sanluis Corporacion, S.A. de C.V..................          --   5,738,935   2,214,183   318,107
</TABLE>
 
6. EXPENSE REDUCTIONS
The Manager has directed certain portfolio trades to brokers who paid a portion
of the Fund's expenses. For the year ended October 31, 1997, the Fund's expenses
were reduced by $45,431 under these arrangements.
 
                                      F16
<PAGE>
                      GT GLOBAL LATIN AMERICA GROWTH FUND
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
                         AIM LATIN AMERICAN GROWTH FUND
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW,  INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF  INVESTING IN RELATED INDUSTRIES, PLEASE  CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers  access  to the  emerging  and established  markets  of the  Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
[LOGO]NO DEALER, SALES REPRESENTATIVE OR  OTHER PERSON HAS BEEN AUTHORIZED  TO
  GIVE  ANY INFORMATION  OR TO MAKE  ANY REPRESENTATION NOT  CONTAINED IN THIS
  STATEMENT OF ADDITIONAL INFORMATION AND, IF GIVEN OR MADE, SUCH  INFORMATION
  OR  REPRESENTATION MUST NOT BE RELIED UPON  AS HAVING BEEN AUTHORIZED BY AIM
  LATIN AMERICAN GROWTH FUND, AIM INVESTMENT FUNDS, INC. A I M ADVISORS, INC.,
  INVESCO (NY), INC. OR A I M DISTRIBUTORS, INC. THIS STATEMENT OF  ADDITIONAL
  INFORMATION  DOES NOT  CONSTITUTE AN  OFFER TO  SELL OR  SOLICITATION OF ANY
  OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
  PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
    
                                                                      LATSX703MC
<PAGE>
   
                           AIM EMERGING MARKETS FUND:
                                 ADVISOR CLASS
    
 
   
                        50 California Street, 27th Floor
                            San Francisco, CA 94111
                                 (415) 392-6181
                           Toll Free: (800) 824-1580
    
 
                      Statement of Additional Information
                                  June 1, 1998
 
- --------------------------------------------------------------------------------
 
   
This  Statement of Additional Information relates to the Advisor Class shares of
the AIM Emerging Markets Fund ("Fund"). The Fund is a diversified series of  AIM
Investment  Funds,  Inc.  (the  "Company"),  a  registered  open-end  management
investment company. This  Statement of  Additional Information, which  is not  a
prospectus,  supplements  and  should be  read  in conjunction  with  the Fund's
current Advisor  Class Prospectus  dated June  1,  1998. A  copy of  the  Fund's
Prospectus  is available without  charge by writing  to the above  address or by
calling the Fund at the toll-free telephone number listed above.
    
 
   
A  I  M  Advisors,  Inc.  ("AIM")  serves  as  the  investment  manager  of  and
administrator  for, and  INVESCO (NY),  Inc. (the  "Sub-adviser") serves  as the
investment sub-adviser and sub-administrator for,  the Fund. The distributor  of
the  Fund's shares is A I M  Distributors, Inc. ("AIM Distributors"). The Fund's
transfer agent  is GT  Global  Investor Services,  Inc.  ("GT Services"  or  the
"Transfer Agent").
    
 
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                                                           Page No.
                                                                                                                           --------
<S>                                                                                                                        <C>
Investment Objective and Policies........................................................................................      2
Options, Futures and Currency Strategies.................................................................................      6
Risk Factors.............................................................................................................     14
Investment Limitations...................................................................................................     19
Execution of Portfolio Transactions......................................................................................     20
Directors and Executive Officers.........................................................................................     22
Management...............................................................................................................     25
Valuation of Fund Shares.................................................................................................     26
Information Relating to Sales and Redemptions............................................................................     27
Taxes....................................................................................................................     29
Additional Information...................................................................................................     32
Investment Results.......................................................................................................     33
Description of Debt Ratings..............................................................................................     37
Financial Statements.....................................................................................................     39
</TABLE>
    
 
   
[LOGO]
    
 
                   Statement of Additional Information Page 1
<PAGE>
                           AIM EMERGING MARKETS FUND
 
                              INVESTMENT OBJECTIVE
                                  AND POLICIES
 
- --------------------------------------------------------------------------------
 
INVESTMENT OBJECTIVE
The  investment objective of the  Fund is long-term growth  of capital. The Fund
seeks this objective by investing, under  normal circumstances, at least 65%  of
its total assets in equity securities of companies in emerging markets. The Fund
does  not consider  the following countries  to be  emerging markets: Australia,
Austria, Belgium, Canada, Denmark,  England, Finland, France, Germany,  Ireland,
Italy,  Japan, the Netherlands, New  Zealand, Norway, Spain, Sweden, Switzerland
and United States. The  Fund normally may invest  up to 35% of  its assets in  a
combination  of  (i)  debt  securities of  government  or  corporate  issuers in
emerging markets;  (ii)  equity and  debt  securities of  issuers  in  developed
countries,  including the United States; (iii) securities of issuers in emerging
markets not included in  the list of  emerging markets set  forth in the  Fund's
current   Prospectus,  if  investing  therein  becomes  feasible  and  desirable
subsequent to the date of the Fund's current Prospectus; and (iv) cash and money
market instruments.
 
In determining what countries constitute emerging markets, the Sub-adviser  will
consider,  among other things,  data, analysis, and  classification of countries
published or  disseminated  by the  International  Bank for  Reconstruction  and
Development  (commonly known  as the World  Bank) and  the International Finance
Corporation.
 
SELECTION OF EQUITY INVESTMENTS
In  determining  the  appropriate  distribution  of  investments  among  various
countries  and  geographic  regions  for the  Fund,  the  Sub-adviser ordinarily
considers the following factors: prospects for relative economic growth  between
the  different  countries  in which  the  Fund  may invest;  expected  levels of
inflation; government policies influencing business conditions; the outlook  for
currency relationships; and the range of the individual investment opportunities
available to international investors.
 
In  analyzing  companies in  emerging markets  for investment  by the  Fund, the
Sub-adviser ordinarily looks for one  or more of the following  characteristics:
an  above-average earnings  growth per share;  high return  on invested capital;
healthy balance  sheet;  sound financial  and  accounting policies  and  overall
financial  strength;  strong  competitive  advantages;  effective  research  and
product development  and  marketing;  efficient  service;  pricing  flexibility;
strength  of management; and general operating characteristics which will enable
the companies  to  compete successfully  in  their respective  marketplaces.  In
certain countries, governmental restrictions and other limitations on investment
may  affect the maximum percentage of equity ownership in any one company by the
Fund. In addition, in some instances  only special classes of securities may  be
purchased by foreigners and the market prices, liquidity and rights with respect
to those securities may vary from shares owned by nationals.
 
Although  the Fund values  its assets daily  in terms of  U.S. dollars, the Fund
does not intend to convert its holdings of foreign currencies into U.S.  dollars
on a daily basis. The Fund will do so from time to time, and investors should be
aware  of the costs of currency conversion. Although foreign exchange dealers do
not charge  a  fee  for conversion,  they  do  realize a  profit  based  on  the
difference  ("spread") between the  prices at which they  are buying and selling
various currencies. Thus, a dealer may offer  to sell a foreign currency to  the
Fund  at one  rate, while  offering a  lesser rate  of exchange  should the Fund
desire to sell that currency to the dealer.
 
The Fund may be prohibited under the Investment Company Act of 1940, as  amended
("1940  Act") from purchasing the securities of any foreign company that, in its
most recent  fiscal year,  derived more  than  15% of  its gross  revenues  from
securities-related  activities ("securities-related companies").  In a number of
countries,  commercial  banks  act  as  securities  broker/dealers,   investment
advisers  and underwriters or otherwise engage in securities-related activities,
which may limit the Fund's ability to hold securities issued by banks. The  Fund
has obtained an exemption from the Securities and Exchange Commission ("SEC") to
permit  it  to  invest  in  certain  of  these  securities  subject  to  certain
restrictions.
 
INVESTMENTS IN OTHER INVESTMENT COMPANIES
With respect to certain countries investments by the Fund presently may be  made
only  by acquiring  shares of  other investment  companies (including investment
vehicles or companies advised by the Sub-adviser or its affiliates  ("Affiliated
Funds")) with local governmental approval to invest in those countries. The Fund
may  invest  in the  securities of  closed-end  investment companies  within the
limits of the 1940 Act. These  limitations currently provide, in part, that  the
Fund  may purchase shares of  a closed-end investment company  unless (a) such a
purchase would cause the Fund to own in the
 
                   Statement of Additional Information Page 2
<PAGE>
                           AIM EMERGING MARKETS FUND
   
aggregate more  than 3  percent of  the total  outstanding voting  stock of  the
investment company or (b) such a purchase would cause the Fund to have more than
5 percent of its total assets invested in the investment company or more than 10
percent  of its total  assets invested in  the aggregate in  all such investment
companies. Investment in such  investment companies may  involve the payment  of
substantial  premiums above the  value of such  companies' portfolio securities.
The Fund does not intend to invest in such funds unless, in the judgment of  the
Sub-adviser,  the potential benefits of such  investments justify the payment of
any applicable  premiums. The  return  on such  securities  will be  reduced  by
operating  expenses  of  such  companies including  payments  to  the investment
managers  of  those  investment  companies.  With  respect  to  investments   in
Affiliated  Funds, AIM and the Sub-adviser will waive their advisory fees to the
extent that such fees  are based on  assets of the  Fund invested in  Affiliated
Funds. At such time as direct investment in these countries is allowed, the Fund
anticipates investing directly in these markets.
    
 
SAMURAI AND YANKEE BONDS
Subject  to  its fundamental  investment restrictions,  the  Fund may  invest in
yen-denominated bonds sold in Japan  by non-Japanese issuers ("Samurai  bonds"),
and may invest in dollar-denominated bonds sold in the United States by non-U.S.
issuers  ("Yankee bonds"). As  compared with bonds issued  in their countries of
domicile, such bond issues  normally carry a higher  interest rate but are  less
actively  traded. It is  the policy of the  Fund to invest  in Samurai or Yankee
bond issues  only  after  taking  into account  considerations  of  quality  and
liquidity,  as well as yield.  These bonds would be  issued by governments which
are members of the Organization for Economic Cooperation and Development or have
AAA ratings.
 
DEPOSITORY RECEIPTS
The Fund  may  hold  securities of  foreign  issuers  in the  form  of  American
Depository  Receipts  ("ADRs"),  American  Depository  Shares  ("ADSs"),  Global
Depository Receipts ("GDRs") and European Depository Receipts ("EDRs"), or other
securities convertible  into  securities  of  eligible  foreign  issuers.  These
securities  may  not necessarily  be  denominated in  the  same currency  as the
securities for which they may be  exchanged. ADRs and ADSs typically are  issued
by  an  American bank  or  trust company  and  evidence ownership  of underlying
securities issued by a foreign  corporation. EDRs, which are sometimes  referred
to  as Continental Depository Receipts ("CDRs"),  are issued in Europe typically
by foreign banks and trust companies and evidence ownership of either foreign or
domestic securities.  GDRs are  similar to  EDRs  and are  designed for  use  in
several  international financial markets. Generally, ADRs and ADSs in registered
form are designed for use in United States securities markets and EDRs in bearer
form are designed for  use in European securities  markets. For purposes of  the
Fund's  investment policies, the Fund's investments in ADRs, ADSs, GDRs and EDRs
will  be  deemed  to  be  investments  in  the  equity  securities  representing
securities of foreign issuers into which they may be converted.
 
ADR  facilities may be established as either "unsponsored" or "sponsored." While
ADRs issued under these  two types of facilities  are in some respects  similar,
there  are distinctions between  them relating to the  rights and obligations of
ADR holders and the practices of market participants. A depository may establish
an unsponsored  facility  without  participation by  (or  even  necessarily  the
acquiescence  of) the issuer of the deposited securities, although typically the
depository requests a  letter of  non-objection from  such issuer  prior to  the
establishment  of the facility.  Holders of unsponsored  ADRs generally bear all
the costs  of such  facilities. The  depository usually  charges fees  upon  the
deposit  and withdrawal of the deposited securities, the conversion of dividends
into  U.S.  dollars,  the  disposition   of  non-cash  distributions,  and   the
performance  of  other  services.  The  depository  of  an  unsponsored facility
frequently is  under  no  obligation to  distribute  shareholder  communications
received  from the issuer of the deposited  securities or to pass through voting
rights to ADR  holders in  respect of  the deposited  securities. Sponsored  ADR
facilities  are created in generally the  same manner as unsponsored facilities,
except that  the  issuer of  the  deposited  securities enters  into  a  deposit
agreement  with the  depository. The deposit  agreement sets out  the rights and
responsibilities of  the  issuer,  the  depository and  the  ADR  holders.  With
sponsored facilities, the issuer of the deposited securities generally will bear
some of the costs relating to the facility (such as dividend payment fees of the
depository),  although ADR holders continue to bear certain other costs (such as
deposit and withdrawal fees).  Under the terms  of most sponsored  arrangements,
depositories  agree  to distribute  notices of  shareholder meetings  and voting
instructions, and to provide shareholder communications and other information to
the ADR holders at the  request of the issuer  of the deposited securities.  The
Fund may invest in both sponsored and unsponsored ADRs.
 
WARRANTS OR RIGHTS
Warrants  or  rights  may be  acquired  by  the Fund  in  connection  with other
securities or separately and provide  the Fund with the  right to purchase at  a
later date other securities of the issuer.
 
COMMERCIAL BANK OBLIGATIONS
For  the  purposes  of  the  Fund's investment  policies  with  respect  to bank
obligations, obligations of foreign branches of U.S. banks and of foreign  banks
are obligations of the issuing bank and may be general obligations of the parent
bank.  Such obligations,  however, may  be limited  by the  terms of  a specific
obligation and by government regulation. As with
 
                   Statement of Additional Information Page 3
<PAGE>
                           AIM EMERGING MARKETS FUND
investment in non-U.S. securities in general, investments in the obligations  of
foreign  branches of  U.S. banks and  of foreign  banks may subject  the Fund to
investment risks that are different in  some respects from those of  investments
in  obligations of  domestic issuers. Although  the Fund  typically will acquire
obligations issued and supported by the  credit of U.S. or foreign banks  having
total  assets at the time  of purchase in excess of  $1 billion, this $1 billion
figure is not a  fundamental investment policy or  restriction of the Fund.  For
the purposes of calculation with respect to the $1 billion figure, the assets of
a bank will be deemed to include the assets of its U.S. and non-U.S. branches.
 
REPURCHASE AGREEMENTS
   
A  repurchase agreement is a transaction in  which the Fund purchases a security
from a bank or recognized securities dealer and simultaneously commits to resell
that security to the bank  or dealer at an agreed  upon price, date, and  market
rate  of interest  unrelated to  the coupon  rate or  maturity of  the purchased
security. Although repurchase agreements carry certain risks not associated with
direct investments in securities, including possible decline in the market value
of the underlying securities and delays and costs to the Fund if the other party
to the repurchase  agreement becomes bankrupt,  the Fund intends  to enter  into
repurchase agreements only with banks and dealers believed by the Sub-adviser to
present  minimal credit risks  in accordance with  guidelines established by the
Company's  Board  of  Directors.  The  Sub-adviser  reviews  and  monitors   the
creditworthiness of such institutions under the Board's general supervision.
    
 
The  Fund will invest only in  repurchase agreements collateralized at all times
in an amount at least  equal to the repurchase  price plus accrued interest.  To
the  extent that the proceeds from any sale of such collateral upon a default in
the obligation to repurchase were less than the repurchase price, the Fund would
suffer a loss.  If the financial  institution which is  party to the  repurchase
agreement petitions for bankruptcy or otherwise becomes subject to bankruptcy or
other  liquidation proceedings, there may be  restrictions on the Fund's ability
to sell the collateral and the Fund  could suffer a loss. However, with  respect
to  financial  institutions  whose  bankruptcy  or  liquidation  proceedings are
subject to the U.S. Bankruptcy Code, the Fund intends to comply with  provisions
under  the U.S. Bankruptcy  Code that would  allow it immediately  to resell the
collateral. There is no limitation on the  amount of the Fund's assets that  may
be  subject to repurchase agreements at any  given time. The Fund will not enter
into a repurchase agreement  with a maturity  of more than seven  days if, as  a
result,  more than 15% of the value of  its net assets would be invested in such
repurchase agreements and other illiquid investments.
 
BORROWING, REVERSE REPURCHASE AGREEMENTS AND "ROLL" TRANSACTIONS
The Fund's borrowings will not exceed 33 1/3% of the Fund's total assets,  i.e.,
the  Fund's total assets at all times will  equal at least 300% of the amount of
outstanding borrowings.  If  market fluctuations  in  the value  of  the  Fund's
portfolio  holdings or other factors cause the  ratio of the Fund's total assets
to outstanding borrowings to fall below 300%,  the Fund may be required to  sell
portfolio  securities  to  restore  300% asset  coverage,  even  though  from an
investment standpoint such  sales might  be disadvantageous. The  Fund also  may
borrow  up to 5% of  its total assets for  temporary or emergency purposes other
than  to  meet  redemptions.  Any  borrowing  by  the  Fund  may  cause  greater
fluctuation  in the value of its  shares than would be the  case if the Fund did
not borrow.
 
   
The Fund's fundamental investment  limitations permit the  Fund to borrow  money
for leveraging purposes. The Fund, however, currently is prohibited, pursuant to
a  non-fundamental investment  policy, from  purchasing securities  during times
when outstanding borrowings represent more than 5% of its assets.  Nevertheless,
this  policy may be changed in the future by vote of a majority of the Company's
Board of Directors.  If the Fund  employs leverage  in the future,  it would  be
subject  to certain additional risks. Use of leverage creates an opportunity for
greater growth of capital but would exaggerate any increases or decreases in the
Fund's net asset value. When the  income and gains on securities purchased  with
the  proceeds  of borrowings  exceed the  costs of  such borrowings,  the Fund's
earnings or net  asset value will  increase faster than  otherwise would be  the
case; conversely, if such income and gains fail to exceed such costs, the Fund's
earnings  or net asset  value would decline  faster than would  otherwise be the
case.
    
 
The Fund  may enter  into reverse  repurchase agreements.  A reverse  repurchase
agreement is a borrowing transaction in which the Fund transfers possession of a
security  to another party, such as a  bank or broker/dealer in return for cash,
and agrees to repurchase  the security in  the future at  an agreed upon  price,
which  includes  an  interest component.  The  Fund  also may  engage  in "roll"
borrowing transactions  which involve  the Fund's  sale of  Government  National
Mortgage Association certificates or other securities together with a commitment
(for  which the Fund may receive a  fee) to purchase similar, but not identical,
securities at a future date. The Fund will maintain in a segregated account with
a custodian cash or other liquid securities in an amount sufficient to cover its
obligations under  "roll" transactions  and reverse  repurchase agreements  with
broker/dealers.  No segregation  is required  for reverse  repurchase agreements
with banks.
 
                   Statement of Additional Information Page 4
<PAGE>
                           AIM EMERGING MARKETS FUND
 
LENDING OF PORTFOLIO SECURITIES
For the purpose of realizing additional income, the Fund may make secured  loans
of  portfolio securities  amounting to  not more than  30% of  its total assets.
Securities loans are made to broker/dealers or institutional investors  pursuant
to  agreements requiring that the loans continuously be secured by collateral at
least equal at all times  to the value of the  securities lent plus any  accrued
interest,  "marked to  market" on  a daily  basis. The  Fund may  pay reasonable
administrative and custodial fees  in connection with  loans of its  securities.
While  the securities loan is outstanding, the Fund will continue to receive the
equivalent of the interest or dividends paid by the issuer on the securities, as
well as interest on the investment of the collateral or a fee from the borrower.
The Fund has  a right to  call each loan  and obtain the  securities within  the
stated  settlement  period. The  Fund will  not  have the  right to  vote equity
securities while they are being lent, but it will call in a loan in anticipation
of any  important  vote.  Loans  only  will be  made  to  firms  deemed  by  the
Sub-adviser  to be of good standing and will not be made unless, in the judgment
of the Sub-adviser, the consideration to be earned from such loans would justify
the risk.
 
SHORT SALES
The Fund  may  make  short sales  of  securities,  although it  has  no  current
intention  of doing so. A short sale is  a transaction in which the Fund sells a
security in anticipation that  the market price of  that security will  decline.
The  Fund may  make short  sales (i) as  a form  of hedging  to offset potential
declines in long positions in securities it owns, or anticipates acquiring,  and
(ii) in order to maintain portfolio flexibility.
 
When  the Fund makes a short sale of a  security it does not own, it must borrow
the  security  sold  short  and  deliver  it  to  the  broker/dealer  or   other
intermediary  through which it made  the short sale. The Fund  may have to pay a
fee to borrow particular securities and will often be obligated to pay over  any
payments received on such borrowed securities.
 
The  Fund's obligation  to replace the  borrowed security when  the borrowing is
called or expires will be secured by collateral deposited with the intermediary.
The Fund also will be required to  deposit collateral with its custodian to  the
extent,  if any, necessary so that the  value of both collateral deposits in the
aggregate is at all times equal to at least 100% of the current market value  of
the  security sold short.  Depending on arrangements  made with the intermediary
from which it borrowed the security regarding payment of any amounts received by
the Fund on  such security,  the Fund may  not receive  any payments  (including
interest) on its collateral deposited with such intermediary.
 
If  the price of the security sold short increases between the time of the short
sale and the time the Fund replaces the borrowed security, the Fund will incur a
loss; conversely, if the price declines, the Fund will realize a gain. Any  gain
will  be decreased, and any loss  increased, by the transaction costs associated
with the transaction. Although the Fund's gain is limited by the price at  which
it sold the security short, its potential loss theoretically is unlimited.
 
The  Fund will not make a  short sale if, after giving  effect to such sale, the
market value of the securities sold short exceeds 25% of the value of its  total
assets  or the Fund's aggregate short sales  of the securities of any one issuer
exceed the lesser of 2% of the Fund's net assets or 2% of the securities of  any
class  of the  issuer. Moreover, the  Fund may  engage in short  sales only with
respect to securities  listed on a  national securities exchange.  The Fund  may
make  short sales "against the box" without respect to such limitations. In this
type of short sale, at the  time of the sale the  Fund owns the security it  has
sold  short  or has  the  immediate and  unconditional  right to  acquire  at no
additional cost the identical security.
 
TEMPORARY DEFENSIVE STRATEGIES
The Emerging Markets  Fund may  invest in the  following types  of money  market
instruments  (i.e., debt  instruments with less  than 12  months remaining until
maturity) denominated  in  U.S. dollars  or  other currencies:  (a)  obligations
issued  or  guaranteed  by  the U.S.  or  foreign  governments,  their agencies,
instrumentalities  or   municipalities;   (b)   obligations   of   international
organizations designed or supported by multiple foreign governmental entities to
promote economic reconstruction or development; (c) finance company obligations,
corporate commercial paper and other short-term commercial obligations; (d) bank
obligations  (including certificates of deposit,  time deposits, demand deposits
and bankers'  acceptances);  (e)  repurchase  agreements  with  respect  to  the
foregoing;  and (f) other substantially  similar short-term debt securities with
comparable characteristics.
 
The Emerging Markets Fund may invest in commercial paper rated as low as A-3  by
S&P  or P-3 by Moody's or, if not  rated, determined by the Sub-adviser to be of
comparable quality. Obligations  rated A-3  and P-3  are considered  by S&P  and
Moody's,  respectively,  to have  an acceptable  capacity for  timely repayment.
However, these securities may be more  vulnerable to adverse effects of  changes
in circumstances than obligations carrying higher designations.
 
                   Statement of Additional Information Page 5
<PAGE>
                           AIM EMERGING MARKETS FUND
 
                              OPTIONS, FUTURES AND
                              CURRENCY STRATEGIES
 
- --------------------------------------------------------------------------------
 
SPECIAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES
The  use of options, futures contracts  and forward currency contracts ("Forward
Contracts") involves special considerations and risks, as described below. Risks
pertaining to particular instruments are described in the sections that follow.
 
        (1) Successful  use  of  most  of these  instruments  depends  upon  the
    Sub-adviser's  ability to  predict movements  of the  overall securities and
    currency markets, which requires different skills than predicting changes in
    the prices of individual securities. While the Sub-adviser is experienced in
    the use of these instruments, there can be no assurance that any  particular
    strategy adopted will succeed.
 
        (2)  There  might  be  imperfect correlation,  or  even  no correlation,
    between price  movements  of  an  instrument  and  price  movements  of  the
    investments being hedged. For example, if the value of an instrument used in
    a  short hedge  increased by less  than the  decline in value  of the hedged
    investment, the  hedge  would  not  be fully  successful.  Such  a  lack  of
    correlation  might  occur  due to  factors  unrelated  to the  value  of the
    investments being  hedged, such  as speculative  or other  pressures on  the
    markets  in which  the hedging  instrument is  traded. The  effectiveness of
    hedges using hedging  instruments on indices  will depend on  the degree  of
    correlation  between price movements in the index and price movements in the
    investments being hedged.
 
        (3) Hedging strategies, if successful, can reduce risk of loss by wholly
    or partially offsetting the negative  effect of unfavorable price  movements
    in the investments being hedged. However, hedging strategies can also reduce
    opportunity  for gain by  offsetting the positive  effect of favorable price
    movements in the hedged investments. For example, if the Fund entered into a
    short hedge because the  Sub-adviser projected a decline  in the price of  a
    security  in the Fund's portfolio, and  the price of that security increased
    instead, the gain from that increase might be wholly or partially offset  by
    a  decline in the price of the hedging instrument. Moreover, if the price of
    the hedging instrument declined  by more than the  increase in the price  of
    the  security, the Fund could  suffer a loss. In  either such case, the Fund
    would have been in a better position had it not hedged at all.
 
        (4) As described below, the Fund might be required to maintain assets as
    "cover," maintain segregated accounts or make margin payments when it  takes
    positions  in  instruments  involving obligations  to  third  parties (I.E.,
    instruments other than purchased options). If the Fund were unable to  close
    out  its positions in such instruments, it  might be required to continue to
    maintain such assets or  accounts or make such  payments until the  position
    expired or matured. The requirements might impair the Fund's ability to sell
    a portfolio security or make an investment at a time when it would otherwise
    be favorable to do so, or require that the Fund sell a portfolio security at
    a  disadvantageous time. The  Fund's ability to  close out a  position in an
    instrument prior to  expiration or maturity  depends on the  existence of  a
    liquid secondary market or, in the absence of such a market, the ability and
    willingness  of the other party to the transaction ("contra party") to enter
    into a  transaction  closing  out  the  position.  Therefore,  there  is  no
    assurance  that any position can  be closed out at a  time and price that is
    favorable to the Fund.
 
WRITING CALL OPTIONS
The Fund may write  (sell) call options on  securities, indices and  currencies.
Call options generally will be written on securities and currencies that, in the
opinion of the Sub-adviser are not expected to make any major price moves in the
near  future  but  that,  over  the  long  term,  are  deemed  to  be attractive
investments for the Fund.
 
A call option  gives the  holder (buyer)  the right  to purchase  a security  or
currency  at a specified price (the exercise  price) at any time until (American
style) or on (European style) a certain  date (the expiration date). As long  as
the  obligation of the writer of a call  option continues, he may be assigned an
exercise notice, requiring him  to deliver the  underlying security or  currency
against  payment  of the  exercise price.  This  obligation terminates  upon the
expiration of the call option, or such earlier time at which the writer  effects
a  closing  purchase  transaction  by purchasing  an  option  identical  to that
previously sold.
 
Portfolio securities or currencies on which call options may be written will  be
purchased  solely on the basis of  investment considerations consistent with the
Fund's investment objectives. When  writing a call option,  the Fund, in  return
for the
 
                   Statement of Additional Information Page 6
<PAGE>
                           AIM EMERGING MARKETS FUND
premium,  gives  up the  opportunity for  profit  from a  price increase  in the
underlying security or currency above the  exercise price, and retains the  risk
of  loss should the  price of the  security or currency  decline. Unlike one who
owns securities or currencies not subject to an option, the Fund has no  control
over  when it may be  required to sell the  underlying securities or currencies,
since most  options  may  be  exercised  at  any  time  prior  to  the  option's
expiration.  If a call option  that the Fund has  written expires, the Fund will
realize a gain in the amount of the premium; however, such gain may be offset by
a decline in the market value of the underlying security or currency during  the
option  period. If the call option is exercised, the Fund will realize a gain or
loss from  the  sale of  the  underlying security  or  currency, which  will  be
increased  or  offset by  the premium  received.  The Fund  does not  consider a
security or currency covered by  a call option to be  "pledged" as that term  is
used in the Fund's policy that limits the pledging or mortgaging of its assets.
 
Writing  call options can serve as a limited short hedge because declines in the
value of the  hedged investment would  be offset  to the extent  of the  premium
received   for  writing  the  option.  However,  if  the  security  or  currency
appreciates to a price higher than the exercise price of the call option, it can
be expected that the option will be exercised and the Fund will be obligated  to
sell the security or currency at less than its market value.
 
The  premium  that the  Fund receives  for writing  a call  option is  deemed to
constitute the market value of an option. The premium the Fund will receive from
writing a call option will reflect, among other things, the current market price
of the underlying  investment, the relationship  of the exercise  price to  such
market  price, the historical price volatility of the underlying investment, and
the length of the option period. In determining whether a particular call option
should be  written. The  Sub-adviser  will consider  the reasonableness  of  the
anticipated premium and the likelihood that a liquid secondary market will exist
for those options.
 
Closing  transactions  will be  effected  in order  to  realize a  profit  on an
outstanding call  option, to  prevent an  underlying security  or currency  from
being  called, or  to permit  the sale of  the underlying  security or currency.
Furthermore, effecting  a closing  transaction  will permit  the Fund  to  write
another  call  option  on the  underlying  security  or currency  with  either a
different exercise price, expiration date or both.
 
The Fund will pay  transaction costs in connection  with the writing of  options
and  in entering into closing purchase  contracts. Transaction costs relating to
options activity  are normally  higher than  those applicable  to purchases  and
sales of portfolio securities.
 
The  exercise price of the  options may be below, equal  to or above the current
market values of the underlying securities or currencies at the time the options
are written. From time to time, the Fund may purchase an underlying security  or
currency  for delivery in accordance with the exercise of an option, rather than
delivering such  security  or  currency  from  its  portfolio.  In  such  cases,
additional costs will be incurred.
 
The  Fund will realize a  profit or loss from  a closing purchase transaction if
the cost of  the transaction  is less or  more, respectively,  than the  premium
received  from writing the  option. Because increases  in the market  price of a
call option  generally  will  reflect  increases in  the  market  price  of  the
underlying  security or  currency, any loss  resulting from the  repurchase of a
call option is likely to  be offset in whole or  in part by appreciation of  the
underlying security or currency owned by the Fund.
 
WRITING PUT OPTIONS
The  Fund may  write put  options on securities,  indices and  currencies. A put
option gives the  purchaser of  the option  the right  to sell,  and the  writer
(seller)  the  obligation to  buy, the  underlying security  or currency  at the
exercise price at  any time until  (American Style) or  on (European Style)  the
expiration date. The operation of put options in other respects, including their
related risks and rewards, is identical substantially to that of call options.
 
The   Fund  generally  would  write  put  options  in  circumstances  where  the
Sub-adviser wishes  to purchase  the  underlying security  or currency  for  the
Fund's  portfolio at a price lower than the current market price of the security
or currency. In such  event, the Fund  would write a put  option at an  exercise
price  that, reduced by the  premium received on the  option, reflects the lower
price it is willing to pay. Since  the Fund would also receive interest on  debt
securities  or currencies maintained to cover  the exercise price of the option,
this technique could be used to enhance current return during periods of  market
uncertainty.  The risk in such  a transaction would be  that the market price of
the underlying security or currency would decline below the exercise price  less
the premium received.
 
Writing  put options can serve as a  limited long hedge because increases in the
value of the  hedged investment would  be offset  to the extent  of the  premium
received   for  writing  the  option.  However,  if  the  security  or  currency
depreciates to a price lower than the  exercise price of the put option, it  can
be expected that the put option will be exercised and the Fund will be obligated
to purchase the security or currency at more than its market value.
 
                   Statement of Additional Information Page 7
<PAGE>
                           AIM EMERGING MARKETS FUND
 
PURCHASING PUT OPTIONS
The  Fund may purchase put options on securities, indices and currencies. As the
holder of a put  option, the Fund  would have the right  to sell the  underlying
security or currency at the exercise price at any time until (American style) or
on  (European style) the expiration  date. The Fund may  enter into closing sale
transactions with  respect to  such options,  exercise them  or permit  them  to
expire.
 
The  Fund  may purchase  a  put option  on  an underlying  security  or currency
("protective put") owned by the Fund  to protect against an anticipated  decline
in  the value  of the  security or  currency. Such  protection is  provided only
during the life  of the  put option  when the  Fund, as  the holder  of the  put
option,  is able to sell the underlying security or currency at the put exercise
price regardless of  any decline in  the underlying security's  market price  or
currency's  exchange  value.  The  premium  paid  for  the  put  option  and any
transaction costs would reduce any  profit otherwise available for  distribution
when the security or currency is eventually sold.
 
The  Fund also may purchase put options at a time when the Fund does not own the
underlying security or  currency. By  purchasing put  options on  a security  or
currency it does not own, the Fund seeks to benefit from a decline in the market
price of the underlying security or currency. If the put option is not sold when
it  has remaining value, and  if the market price  of the underlying security or
currency remains equal to or greater than the exercise price during the life  of
the  put option, the Fund will lose its  entire investment in the put option. In
order for the purchase of a put option to be profitable, the market price of the
underlying security or  currency must  decline sufficiently  below the  exercise
price  to cover the premium and transaction costs, unless the put option is sold
in a closing sale transaction.
 
PURCHASING CALL OPTIONS
The Fund may purchase call options on securities, indices and currencies. As the
holder of  a  call  option, the  Fund  would  have the  right  to  purchase  the
underlying  security  or  currency  at  the exercise  price  at  any  time until
(American style) or on (European style) the expiration date. The Fund may  enter
into  closing sale transactions  with respect to such  options, exercise them or
permit them to expire.
 
Call options may  be purchased  by the  Fund for  the purpose  of acquiring  the
underlying security or currency for its portfolio. Utilized in this fashion, the
purchase  of  call options  would enable  the  Fund to  acquire the  security or
currency at the  exercise price of  the call  option plus the  premium paid.  At
times,  the net cost of acquiring the security or currency in this manner may be
less than  the  cost  of  acquiring the  security  or  currency  directly.  This
technique  also  may  be useful  to  the Fund  in  purchasing a  large  block of
securities that would be more difficult  to acquire by direct market  purchases.
So  long as it holds such a call  option, rather than the underlying security or
currency itself, the Fund is partially protected from any unexpected decline  in
the  market price  of the  underlying security or  currency and,  in such event,
could allow the call option  to expire, incurring a loss  only to the extent  of
the premium paid for the option.
 
The  Fund also may purchase call  options on underlying securities or currencies
it owns  to avoid  realizing losses  that would  result in  a reduction  of  its
current  return. For  example, where the  Fund has  written a call  option on an
underlying security or currency having a current market value below the price at
which it purchased  the security or  currency, an increase  in the market  price
could  result in  the exercise of  the call option  written by the  Fund and the
realization of a loss on the  underlying security or currency. Accordingly,  the
Fund  could purchase a call option on  the same underlying security or currency,
which could be exercised  to fulfill the Fund's  delivery obligations under  its
written  call (if it is exercised). This  strategy could allow the Fund to avoid
selling the portfolio security or currency at  a time when it has an  unrealized
loss;  however, the Fund would have to pay a premium to purchase the call option
plus transaction costs.
 
Aggregate premiums paid  for put  and call  options will  not exceed  5% of  the
Fund's total assets at the time of purchase.
 
The  Fund may attempt to accomplish objectives  similar to those involved in its
use of Forward Contracts by purchasing put or call options on currencies. A  put
option  gives the Fund as purchaser the right (but not the obligation) to sell a
specified amount of currency at the  exercise price at any time until  (American
style)  or on (European style) the expiration date. A call option gives the Fund
as purchaser the right (but not  the obligation) to purchase a specified  amount
of  currency at  the exercise  price at  any time  until (American  style) or on
(European style) the  expiration date. The  Fund might purchase  a currency  put
option,  for example, to protect itself against a decline in the dollar value of
a currency  in  which  it  holds  or  anticipates  holding  securities.  If  the
currency's  value should decline against the  dollar, the loss in currency value
should be offset, in whole or in part,  by an increase in the value of the  put.
If the value of the currency instead should rise against the dollar, any gain to
the  Fund would  be reduced by  the premium  it had paid  for the  put option. A
currency call option might be purchased, for example, in anticipation of, or  to
protect  against, a rise in the value against  the dollar of a currency in which
the Fund anticipates purchasing securities.
 
                   Statement of Additional Information Page 8
<PAGE>
                           AIM EMERGING MARKETS FUND
 
Options may  be either  listed  on an  exchange  or traded  in  over-the-counter
("OTC")  markets. Listed options are third-party contracts (I.E., performance of
the obligations of  the purchaser and  seller is guaranteed  by the exchange  or
clearing corporation), and have standardized strike prices and expiration dates.
OTC options are two-party contracts with negotiated strike prices and expiration
dates.  The Fund will not  purchase an OTC option  unless it believes that daily
valuations for  such options  are readily  obtainable. OTC  options differ  from
exchange-traded options in that OTC options are transacted with dealers directly
and   not  through  a  clearing   corporation  (which  guarantees  performance).
Consequently, there  is  a risk  of  non-performance  by the  dealer.  Since  no
exchange  is involved, OTC options are valued on  the basis of an average of the
last bid prices obtained from dealers,  unless a quotation from only one  dealer
is  available, in which case only that dealer's  price will be used. In the case
of OTC options, there can  be no assurance that  a liquid secondary market  will
exist for any particular option at any specific time.
 
The  staff of the SEC considers purchased OTC options to be illiquid securities.
The Fund  may also  sell OTC  options and,  in connection  therewith,  segregate
assets or cover its obligations with respect to OTC options written by the Fund.
The  assets used as cover for OTC options written by the Fund will be considered
illiquid unless the OTC options are sold to qualified dealers who agree that the
Fund may repurchase any OTC option it writes at a maximum price to be calculated
by a formula  set forth in  the option agreement.  The cover for  an OTC  option
written  subject  to this  procedure would  be considered  illiquid only  to the
extent that the maximum repurchase price under the formula exceeds the intrinsic
value of the option.
 
The Fund's  ability to  establish  and close  out positions  in  exchange-listed
options  depends  on the  existence  of a  liquid  market. The  Fund  intends to
purchase or write only those exchange-traded options for which there appears  to
be  a liquid secondary  market. However, there  can be no  assurance that such a
market will exist at any particular  time. Closing transactions can be made  for
OTC  options  only  by  negotiating  directly with  the  contra  party  or  by a
transaction in the secondary market if any such market exists. Although the Fund
will enter into OTC  options only with  contra parties that  are expected to  be
capable  of  entering  into closing  transactions  with  the Fund,  there  is no
assurance that the Fund will in fact be able to close out an OTC option position
at a favorable  price prior to  expiration. In  the event of  insolvency of  the
contra  party, the Fund might  be unable to close out  an OTC option position at
any time prior to its expiration.
 
INDEX OPTIONS
Puts and calls on indices are similar to puts and calls on securities or futures
contracts except that all settlements  are in cash and  gain or loss depends  on
changes  in the index in question (and thus on price movements in the securities
market or a particular market sector  generally) rather than on price  movements
in individual securities or futures contracts. When the Fund writes a call on an
index,  it receives a premium and agrees that, prior to the expiration date, the
purchaser of the call, upon exercise of the call, will receive from the Fund  an
amount of cash if the closing level of the index upon which the call is based is
greater  than the exercise price of the call. The amount of cash is equal to the
difference between the closing price of the index and the exercise price of  the
call  times a specified multiple (the  "multiplier"), which determines the total
dollar value for each point of such difference. When the Fund buys a call on  an
index,  it  pays a  premium and  has  the same  rights as  to  such call  as are
indicated above. When the Fund buys a put on an index, it pays a premium and has
the right, prior to the expiration date, to require the seller of the put,  upon
the  Fund's exercise of the put, to deliver to the Fund an amount of cash if the
closing level of the index upon which the put is based is less than the exercise
price of the  put, which  amount of  cash is  determined by  the multiplier,  as
described above for calls. When the Fund writes a put on an index, it receives a
premium  and  the purchaser  has the  right,  prior to  the expiration  date, to
require the Fund  to deliver to  it an amount  of cash equal  to the  difference
between  the  closing  level of  the  index  and the  exercise  price  times the
multiplier, if the closing level is less than the exercise price.
 
The risks  of  investment  in index  options  may  be greater  than  options  on
securities.  Because index options are  settled in cash, when  the Fund writes a
call on  an index  it cannot  provide in  advance for  its potential  settlement
obligations  by acquiring  and holding the  underlying securities.  The Fund can
offset some of the  risk of writing  a call index option  position by holding  a
diversified  portfolio of  securities similar to  those on  which the underlying
index is based.  However, the Fund  cannot, as a  practical matter, acquire  and
hold  a portfolio containing  exactly the same securities  as underlie the index
and, as a result, bears a risk that  the value of the securities held will  vary
from the value of the index.
 
Even  if the Fund could assemble  a securities portfolio that exactly reproduced
the composition of  the underlying index,  it still would  not be fully  covered
from  a risk standpoint because  of the "timing risk"  inherent in writing index
options. When an index option is exercised,  the amount of cash that the  holder
is  entitled to  receive is  determined by  the difference  between the exercise
price and the closing index level on  the date when the option is exercised.  As
with other kinds of options, the Fund, as the call writer, will not know that it
has  been assigned  until the next  business day  at the earliest.  The time lag
between exercise and  notice of assignment  poses no  risk for the  writer of  a
covered call on a specific underlying
 
                   Statement of Additional Information Page 9
<PAGE>
                           AIM EMERGING MARKETS FUND
security,  such as  common stock,  because there  the writer's  obligation is to
deliver the underlying security, not to pay its value as of a fixed time in  the
past. So long as the writer already owns the underlying security, it can satisfy
its  settlement obligations by simply delivering it, and the risk that its value
may have declined since the exercise date is borne by the exercising holder.  In
contrast,  even if  the writer  of an index  call holds  securities that exactly
match the composition of the  underlying index, it will  not be able to  satisfy
its assignment obligations by delivering those securities against payment of the
exercise  price. Instead, it will be required to  pay cash in an amount based on
the closing index value on the exercise date; and by the time it learns that  it
has  been assigned, the index may have declined, with a corresponding decline in
the value  of  its securities  portfolio.  This  "timing risk"  is  an  inherent
limitation  on the ability of index call writers to cover their risk exposure by
holding securities positions.
 
If the Fund purchases an index option and exercises it before the closing  index
value  for  that day  is  available, it  runs  the risk  that  the level  of the
underlying index may subsequently change. If such a change causes the  exercised
option to fall out-of-the-money, the Fund will be required to pay the difference
between  the closing index value and the exercise price of the option (times the
applicable multiplier) to the assigned writer.
 
INTEREST RATE AND CURRENCY FUTURES CONTRACTS
The Fund may  enter into interest  rate or currency  futures contracts, and  may
enter  into  stock index  futures  contracts (collective  "Futures"  or "Futures
Contracts"), as a hedge against changes in prevailing levels of interest  rates,
currency  exchange rates or  stock prices in order  to establish more definitely
the effective return on securities or currencies held or intended to be acquired
by the Fund. The Fund's transactions may  include sales of Futures as an  offset
against  the effect  of expected increases  in interest rates,  and decreases in
currency exchange rates and stock prices, and purchases of Futures as an  offset
against  the effect  of expected  declines in  interest rates,  and increases in
currency exchange rates and stock prices.
 
The Fund  will only  enter into  Futures Contracts  that are  traded on  futures
exchanges  and are  standardized as  to maturity  date and  underlying financial
instrument. Futures  exchanges and  trading  thereon in  the United  States  are
regulated  under the  Commodity Exchange  Act by  the Commodity  Futures Trading
Commission ("CFTC"). Futures are exchanged in London at the London International
Financial Futures Exchange.
 
Although techniques other than sales and purchases of Futures Contracts could be
used to reduce the Fund's exposure to interest rate, currency exchange rate  and
stock  market fluctuations,  the Fund  may be  able to  hedge its  exposure more
effectively and at a lower cost through using Futures Contracts.
 
A Futures Contract provides  for the future  sale by one  party and purchase  by
another party of a specified amount of a specific financial instrument (security
or  currency) for  a specified price  at a  designated date, time  and place. An
index Futures Contract provides for the delivery, at a designated date, time and
place, of  an amount  of  cash equal  to a  specified  dollar amount  times  the
difference  between the index value at the  close of trading on the contract and
the price  at which  the  Futures Contract  is  originally struck;  no  physical
delivery  of the  securities comprising  the index  is made.  Brokerage fees are
incurred when a Futures Contract is bought or sold, and margin deposits must  be
maintained at all times the Futures Contract is outstanding.
 
Although  Futures Contracts typically require future delivery of and payment for
financial instruments or  currencies, Futures Contracts  are usually closed  out
before  the delivery date. Closing out an open Futures Contract sale or purchase
is effected by entering  into an offsetting Futures  Contract purchase or  sale,
respectively,   for  the  same  aggregate  amount  of  the  identical  financial
instrument or currency and  the same delivery date.  If the offsetting  purchase
price  is less than the original sale price,  the Fund realizes a gain; if it is
more, the Fund realizes a loss. Conversely, if the offsetting sale price is more
than the original purchase price, the Fund  realizes a gain; if it is less,  the
Fund  realizes a  loss. The  transaction costs  must also  be included  in these
calculations. There can be no assurance, however, that the Fund will be able  to
enter  into  an  offsetting transaction  with  respect to  a  particular Futures
Contract at  a particular  time.  If the  Fund  is not  able  to enter  into  an
offsetting  transaction, the Fund  will continue to be  required to maintain the
margin deposits on the Futures Contract.
 
As an example of an offsetting transaction, the contractual obligations  arising
from  the sale of one Futures Contract of September Deutschemarks on an exchange
may be  fulfilled at  any time  before delivery  under the  Futures Contract  is
required  (I.E., on a specified date in  September, the "delivery month") by the
purchase of  another Futures  Contract of  September Deutschemarks  on the  same
exchange. In such instance the difference between the price at which the Futures
Contract  was  sold  and  the  price paid  for  the  offsetting  purchase, after
allowance for transaction costs, represents the profit or loss to the Fund.
 
The Fund's Futures transactions will be entered into for hedging purposes  only;
that  is, Futures  Contracts will be  sold to  protect against a  decline in the
price of securities or currencies that the Fund owns, or Futures Contracts  will
be purchased
 
                  Statement of Additional Information Page 10
<PAGE>
                           AIM EMERGING MARKETS FUND
to protect the Fund against an increase in the price of securities or currencies
it has committed to purchase or expects to purchase.
 
"Margin"  with respect to Futures Contracts is  the amount of funds that must be
deposited by the Fund in order to  initiate Futures trading and to maintain  the
Fund's  open  positions in  Futures Contracts.  A margin  deposit made  when the
Futures Contract is entered  into ("initial margin") is  intended to assure  the
Fund's  performance  under  the  Futures Contract.  The  margin  required  for a
particular Futures Contract is set by the exchange on which the Futures Contract
is traded and may be  modified significantly from time  to time by the  exchange
during the term of the Futures Contract.
 
Subsequent  payments,  called  "variation  margin,"  to  and  from  the  futures
commission merchant through  which the  Fund entered into  the Futures  Contract
will  be made on a daily basis as the price of the underlying security, currency
or index fluctuates making  the Futures Contract more  or less value, a  process
known as marking-to-market.
 
    RISKS  OF  USING  FUTURES CONTRACTS.  The  prices of  Futures  Contracts are
volatile and  are influenced,  among  other things,  by actual  and  anticipated
changes  in  interest rates  and currency  exchange rates,  and in  stock market
movements, which  in turn  are  affected by  fiscal  and monetary  policies  and
national and international political and economic events.
 
There  is a risk of  imperfect correlation between changes  in prices of Futures
Contracts and prices  of the securities  or currencies in  the Fund's  portfolio
being   hedged.  The  degree   of  imperfection  of   correlation  depends  upon
circumstances such as: variations in  speculative market demand for Futures  and
for securities or currencies, including technical influences in Futures trading;
and   differences  between  the  financial  instruments  being  hedged  and  the
instruments underlying the standard Futures  Contracts available for trading.  A
decision  of whether, when,  and how to  hedge involves skill  and judgment, and
even a  well-conceived hedge  may  be unsuccessful  to  some degree  because  of
unexpected market behavior or interest or currency rate trends.
 
Because  of  the  low  margin deposits  required,  Futures  trading  involves an
extremely high  degree  of leverage.  As  a  result, a  relatively  small  price
movement  in a Futures Contract may result in immediate and substantial loss, as
well as gain, to the investor. For example,  if at the time of purchase, 10%  of
the  value of  the Futures  Contract is  deposited as  margin, a  subsequent 10%
decrease in the value of  the Futures Contract would result  in a total loss  of
the  margin  deposit, before  any deduction  for the  transaction costs,  if the
account were then closed  out. A 15%  decrease would result in  a loss equal  to
150%  of the original margin  deposit, if the Futures  Contract were closed out.
Thus, a purchase or sale of a Futures Contract may result in losses in excess of
the amount invested in the Futures Contract.
 
Most U.S. Futures exchanges limit the amount of fluctuation permitted in Futures
Contract and options on Futures Contract prices during a single trading day. The
daily limit establishes the maximum amount that the price of a Futures  Contract
or option may vary either up or down from the previous day's settlement price at
the  end  of a  trading session.  Once the  daily  limit has  been reached  in a
particular type of Futures Contract or option, no trades may be made on that day
at a price beyond that limit. The daily limit governs only price movement during
a particular trading day and therefore does not limit potential losses,  because
the limit may prevent the liquidation of unfavorable positions. Futures Contract
and  option  prices  have occasionally  moved  to  the daily  limit  for several
consecutive trading days with  little or no  trading, thereby preventing  prompt
liquidation of positions and subjecting some traders to substantial losses.
 
If the Fund were unable to liquidate a Futures or option on Futures position due
to  the absence of a liquid secondary  market or the imposition of price limits,
it could incur  substantial losses.  The Fund would  continue to  be subject  to
market  risk with respect  to the position.  In addition, except  in the case of
purchased options,  the  Fund  would  continue to  be  required  to  make  daily
variation  margin payments and might be  required to maintain the position being
hedged by the Future or option or to maintain cash or securities in a segregated
account.
 
Certain characteristics  of the  Futures  market might  increase the  risk  that
movements  in the prices  of Futures Contracts  or options on  Futures might not
correlate perfectly  with  movements in  the  prices of  the  investments  being
hedged.  For example,  all participants  in the  Futures and  options on Futures
markets are subject to  daily variation margin calls  and might be compelled  to
liquidate  Futures  or  options on  Futures  positions whose  prices  are moving
unfavorably to avoid being  subject to further  calls. These liquidations  could
increase  price  volatility  of the  instruments  and distort  the  normal price
relationship between the Futures  or options and  the investments being  hedged.
Also, because initial margin deposit requirements in the Futures market are less
onerous  than  margin requirements  in the  securities  markets, there  might be
increased  participation   by  speculators   in   the  Futures   markets.   This
participation  also  might  cause  temporary  price  distortions.  In  addition,
activities of large traders in both the Futures and securities markets involving
arbitrage, "program trading"  and other  investment strategies  might result  in
temporary price distortions.
 
                  Statement of Additional Information Page 11
<PAGE>
                           AIM EMERGING MARKETS FUND
 
OPTIONS ON FUTURES CONTRACTS
Options  on Futures Contracts are similar to options on securities or currencies
except that options on Futures Contracts give the purchaser the right, in return
for the  premium paid,  to  assume a  position in  a  Futures Contract  (a  long
position if the option is a call and a short position if the option is a put) at
a  specified exercise price  at any time  during the period  of the option. Upon
exercise of the option, the  delivery of the Futures  position by the writer  of
the  option to the holder  of the option will be  accompanied by delivery of the
accumulated balance in the writer's Futures margin account, which represents the
amount by which the market price  of the Futures Contract, at exercise,  exceeds
(in  the case of  a call) or  is less than (in  the case of  a put) the exercise
price of the option on  the Futures Contract. If an  option is exercised on  the
last trading day prior to the expiration date of the option, the settlement will
be  made entirely in cash equal to  the difference between the exercise price of
the option and  the closing level  of the securities,  currencies or index  upon
which  the  Futures Contract  is  based on  the  expiration date.  Purchasers of
options who fail to exercise their options  prior to the exercise date suffer  a
loss of the premium paid.
 
The  purchase of  call options  on Futures can  serve as  a long  hedge, and the
purchase of put  options on Futures  can serve  as a short  hedge. Writing  call
options  on Futures can serve as a  limited short hedge, and writing put options
on Futures can serve as a limited  long hedge, using a strategy similar to  that
used for writing options on securities, foreign currencies or indices.
 
If  the Fund  writes an  option on a  Futures Contract,  it will  be required to
deposit initial and variation margin  pursuant to requirements similar to  those
applicable to Futures Contracts. Premiums received from the writing of an option
on a Futures Contract are included in the initial margin deposit.
 
The  Fund may seek to close out an option position by selling an option covering
the same Futures  Contract and  having the  same exercise  price and  expiration
date.  The  ability to  establish and  close  out positions  on such  options is
subject to the maintenance of a liquid secondary market.
 
LIMITATIONS ON  USE  OF FUTURES,  OPTIONS  ON  FUTURES AND  CERTAIN  OPTIONS  ON
CURRENCIES
   
To  the extent that the  Fund enters into Futures  Contracts, options on Futures
Contracts,  and  options  on  foreign  currencies  traded  on  a  CFTC-regulated
exchange,  in each case other than for BONA FIDE hedging purposes (as defined by
the CFTC), the aggregate initial margin and premiums required to establish those
positions (excluding the amount  by which options  are "in-the-money") will  not
exceed  5% of the liquidation  value of the Fund's  portfolio, after taking into
account unrealized profits and unrealized losses  on any contracts the Fund  has
entered  into. In general, a call option on a Futures Contract is "in-the-money"
if the  value of  the  underlying Futures  Contract  exceeds the  strike,  I.E.,
exercise,   price  of  the  call;  a  put   option  on  a  Futures  Contract  is
"in-the-money" if the value  of the underlying Futures  Contract is exceeded  by
the  strike price of  the put. This  guideline may be  modified by the Company's
Board of Directors without  a shareholder vote. This  limitation does not  limit
the percentage of the Fund's assets at risk to 5%.
    
 
FORWARD CONTRACTS
A  Forward Contract is an obligation, usually arranged with a commercial bank or
other currency dealer, to purchase or  sell a currency against another  currency
at  a future date and price  as agreed upon by the  parties. The Fund may either
accept or make delivery of the currency at the maturity of the Forward Contract.
The Fund may also, if its contra  party agrees, prior to maturity, enter into  a
closing transaction involving the purchase or sale of an offsetting contract.
 
The  Fund engages  in forward  currency transactions  in anticipation  of, or to
protect itself against, fluctuations  in exchange rates. The  Fund might sell  a
particular  foreign  currency forward,  for  example, when  it  holds securities
denominated in a  foreign currency but  anticipates, and seeks  to be  protected
against,  a decline in the currency against the U.S. dollar. Similarly, the Fund
might sell the U.S. dollar forward when it holds securities denominated in  U.S.
dollars,  but anticipates, and seeks  to be protected against,  a decline in the
U.S. dollar relative  to other currencies.  Further, the Fund  might purchase  a
currency  forward  to "lock  in"  the price  of  securities denominated  in that
currency that it anticipates purchasing.
 
   
Forward Contracts are traded in the interbank market conducted directly  between
currency traders (usually large commercial banks) and their customers. A Forward
Contract generally has no deposit requirement, and no commissions are charged at
any stage for trades. The Fund will enter into such Forward Contracts with major
U.S.  or foreign  banks and  securities or  currency dealers  in accordance with
guidelines approved by the Company's Board of Directors.
    
 
The Fund  may enter  into  Forward Contracts  either  with respect  to  specific
transactions  or with  respect to  the Fund's  portfolio positions.  The precise
matching of the Forward  Contract amounts and the  value of specific  securities
will  not generally be possible  because the future value  of such securities in
foreign currencies will change as a consequence of market movements in the value
of those securities between  the date the Forward  Contract is entered into  and
the date it
 
                  Statement of Additional Information Page 12
<PAGE>
                           AIM EMERGING MARKETS FUND
matures.  Accordingly, it may  be necessary for the  Fund to purchase additional
foreign currency on the spot (I.E., cash)  market (and bear the expense of  such
purchase) if the market value of the security is less than the amount of foreign
currency  the Fund is obligated to deliver and if a decision is made to sell the
security and  make delivery  of  the foreign  currency.  Conversely, it  may  be
necessary  to sell on the  spot market some of the  foreign currency the Fund is
obligated to deliver. The projection of short-term currency market movements  is
extremely  difficult,  and  the  successful execution  of  a  short-term hedging
strategy  is  highly  uncertain.  Forward   Contracts  involve  the  risk   that
anticipated  currency movements  will not  be accurately  predicted, causing the
Fund to sustain losses on these contracts and transaction costs.
 
At or before the  maturity of a  Forward Contract requiring the  Fund to sell  a
currency,  the  Fund may  either  sell a  portfolio  security and  use  the sale
proceeds to make delivery of the currency or retain the security and offset  its
contractual  obligation to deliver the currency  by purchasing a second contract
pursuant to which  the Fund will  obtain, on  the same maturity  date, the  same
amount  of the currency that it is obligated to deliver. Similarly, the Fund may
close out a Forward  Contract requiring it to  purchase a specified currency  by
entering  into a second  contract, if its  contra party agrees,  entitling it to
sell the same  amount of the  same currency on  the maturity date  of the  first
contract.  The Fund would  realize a gain or  loss as a  result of entering into
such an offsetting Forward Contract under either circumstance to the extent  the
exchange  rate  or  rates  between the  currencies  involved  moved  between the
execution dates of the first contract and the offsetting contract.
 
The cost to the Fund of engaging  in Forward Contracts varies with factors  such
as  the currencies involved,  the length of  the contract period  and the market
conditions then prevailing. Because Forward  Contracts usually are entered  into
on  a principal basis, no  fees or commissions are  involved. The use of Forward
Contracts does  not  eliminate fluctuations  in  the prices  of  the  underlying
securities  the Fund owns or intends to acquire, but it does establish a rate of
exchange in advance. In addition, while Forward Contract sales limit the risk of
loss due to a decline in the value of the hedged currencies, they also limit any
potential gain that might result should the value of the currencies increase.
 
FOREIGN CURRENCY STRATEGIES -- SPECIAL CONSIDERATIONS
The Fund may use options on  foreign currencies, Futures on foreign  currencies,
options  on Futures on foreign currencies and Forward Contracts to hedge against
movements in the values of the foreign currencies in which the Fund's securities
are denominated. Such currency hedges can  protect against price movements in  a
security  that the  Fund owns  or intends  to acquire  that are  attributable to
changes in the value of the currency in which it is denominated. Such hedges  do
not,  however,  protect  against  price movements  in  the  securities  that are
attributable to other causes.
 
The Fund  might seek  to hedge  against changes  in the  value of  a  particular
currency  when no  Futures Contract, Forward  Contract or  option involving that
currency is available or  one of such contracts  is more expensive than  certain
other  contracts. In such cases,  the Fund may hedge  against price movements in
that currency  by entering  into a  contract on  another currency  or basket  of
currencies,  the values of  which the Sub-adviser believes  will have a positive
correlation to the value of the  currency being hedged. The risk that  movements
in  the price of the contract will not correlate perfectly with movements in the
price of the currency being hedged is magnified when this strategy is used.
 
The value of Futures Contracts, options on Futures Contracts, Forward  Contracts
and  options  on  foreign currencies  depends  on  the value  of  the underlying
currency relative  to the  U.S. dollar.  Because foreign  currency  transactions
occurring  in the  interbank market  might involve  substantially larger amounts
than those  involved in  the  use of  Futures  Contracts, Forward  Contracts  or
options,  the  Fund could  be disadvantaged  by  dealing in  the odd  lot market
(generally  consisting  of  transactions  of  less  than  $1  million)  for  the
underlying  foreign currencies at prices that  are less favorable than for round
lots.
 
There is no systematic reporting of last sale information for foreign currencies
or any  regulatory requirements  that quotations  available through  dealers  or
other market sources be firm or revised on a timely basis. Quotation information
generally  is representative of very large  transactions in the interbank market
and thus  might not  reflect  odd-lot transactions  where  rates might  be  less
favorable.   The   interbank  market   in  foreign   currencies  is   a  global,
round-the-clock market. To the  extent the U.S. options  or Futures markets  are
closed  while the markets for the underlying currencies remain open, significant
price and rate movements might take place in the underlying markets that  cannot
be  reflected in  the markets  for the Futures  contracts or  options until they
reopen.
 
Settlement of Futures Contracts, Forward Contracts and options involving foreign
currencies might  be required  to  take place  within  the country  issuing  the
underlying currency. Thus, the Fund might be required to accept or make delivery
of  the  underlying foreign  currency  in accordance  with  any U.S.  or foreign
regulations regarding the  maintenance of foreign  banking arrangements by  U.S.
residents  and might be required  to pay any fees,  taxes and charges associated
with such delivery assessed in the issuing country.
 
                  Statement of Additional Information Page 13
<PAGE>
                           AIM EMERGING MARKETS FUND
 
COVER
Transactions using Forward Contracts, Futures Contracts and options (other  than
options  purchased by  the Fund)  expose the  Fund to  an obligation  to another
party. The Fund will not enter into any such transactions unless it owns  either
(1)  an  offsetting ("covered")  position  in securities,  currencies,  or other
options, Forward Contracts or  Futures Contracts, or  (2) cash, receivables  and
short-term  debt securities with  a value sufficient  at all times  to cover its
potential obligations not covered as provided in (1) above. The Fund will comply
with SEC guidelines regarding cover for these instruments and, if the guidelines
so require, set aside cash or liquid securities.
 
Assets used as cover or  held in a segregated account  cannot be sold while  the
position  in the corresponding  Forward Contract, Futures  Contract or option is
open, unless they are replaced with other appropriate assets. If a large portion
of the Fund's assets are used for cover or otherwise set aside, it could  affect
portfolio  management or the Fund's ability to meet redemption requests or other
current obligations.
 
- --------------------------------------------------------------------------------
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
ILLIQUID SECURITIES
The Fund  may  invest up  to  15% of  its  net assets  in  illiquid  securities.
Securities  may  be considered  illiquid if  the  Fund cannot  reasonably expect
within seven days to sell the  securities for approximately the amount at  which
the  Fund  values such  securities. See  "Investment  Limitations." The  sale of
illiquid securities, if  they can be  sold at all,  generally will require  more
time  and  result in  higher  brokerage charges  or  dealer discounts  and other
selling expenses than the sale of liquid securities such as securities  eligible
for  trading on  U.S. securities exchanges  or in  the over-the-counter markets.
Moreover, restricted  securities, which  may be  illiquid for  purposes of  this
limitation, often sell, if at all, at a price lower than similar securities that
are not subject to restrictions on resale.
 
Illiquid  securities include those that are subject to restrictions contained in
the securities  laws of  other countries.  However, securities  that are  freely
marketable  in the country where  they are principally traded,  but would not be
freely marketable in the United States,  will not be considered illiquid.  Where
registration  is required, the Fund  may be obligated to pay  all or part of the
registration expenses and a considerable period  may elapse between the time  of
the  decision to sell and the time the  Fund may be permitted to sell a security
under an effective  registration statement.  If, during such  a period,  adverse
market  conditions were to develop, the Fund might obtain a less favorable price
than prevailed when it decided to sell.
 
Not  all  restricted  securities   are  illiquid.  In   recent  years  a   large
institutional   market  has  developed  for  certain  securities  that  are  not
registered under the Securities Act of 1933, as amended ("1933 Act"),  including
private  placements, repurchase agreements, commercial paper, foreign securities
and corporate bonds and notes. These instruments are often restricted securities
because the  securities are  sold in  transactions not  requiring  registration.
Institutional investors generally will not seek to sell these instruments to the
general   public,  but  instead  will  often   depend  either  on  an  efficient
institutional market in which such unregistered securities can be readily resold
or on an issuer's ability to honor  a demand for repayment. Therefore, the  fact
that there are contractual or legal restrictions on resale to the general public
or certain institutions is not dispositive of the liquidity of such investments.
 
Rule  144A under the 1933 Act establishes  a "safe harbor" from the registration
requirements of the  1933 Act  for resales  of certain  securities to  qualified
institutional  buyers.  Institutional  markets  for  restricted  securities have
developed as a result of Rule 144A, providing both readily ascertainable  values
for  restricted securities and the ability to liquidate an investment to satisfy
share redemption orders. Such markets include automated systems for the trading,
clearance and  settlement of  unregistered securities  of domestic  and  foreign
issuers,  such as  the PORTAL  System sponsored  by the  National Association of
Securities Dealers,  Inc.  An  insufficient number  of  qualified  institutional
buyers interested in purchasing Rule 144A-eligible restricted securities held by
the  Fund, however, could  affect adversely the  marketability of such portfolio
securities and the Fund might be  unable to dispose of such securities  promptly
or at favorable prices.
 
   
With  respect  to liquidity  determinations  generally, the  Company's  Board of
Directors has  the  ultimate  responsibility for  determining  whether  specific
securities, including restricted securities pursuant to Rule 144A under the 1933
Act,  are liquid  or illiquid.  The Board has  delegated the  function of making
day-to-day determinations of liquidity to the Sub-
    
 
                  Statement of Additional Information Page 14
<PAGE>
                           AIM EMERGING MARKETS FUND
   
adviser, in  accordance  with procedures  approved  by the  Company's  Board  of
Directors.  The Sub-adviser takes  into account a number  of factors in reaching
liquidity decisions, including, but not limited to: (i) the frequency of trading
in the security; (ii) the  number of dealers who  make quotes for the  security:
(iii)  the  number  of dealers  who  have undertaken  to  make a  market  in the
security; (iv) the number of other  potential purchasers; and (v) the nature  of
the  security and  how trading is  affected (e.g.,  the time needed  to sell the
security,  how  offers  are  solicited  and  the  mechanics  of  transfer).  The
Sub-adviser  monitors the  liquidity of securities  in the  Fund's portfolio and
periodically reports  on  such decisions  to  the  Board of  Directors.  If  the
liquidity  percentage  restriction  of the  Fund  is  satisfied at  the  time of
investment, a later increase  in the percentage of  illiquid securities held  by
the Fund resulting from a change in market value or assets will not constitute a
violation  of that restriction.  If as a result  of a change  in market value or
assets, the percentage of illiquid securities  held by the Fund increases  above
the  applicable limit, the Sub-adviser will  take appropriate steps to bring the
aggregate amount of illiquid  assets back within  the prescribed limitations  as
soon   as  reasonably  practicable,  taking  into  account  the  effect  of  any
disposition on the Fund.
    
 
FOREIGN SECURITIES
    SPECIAL CONSIDERATIONS  AFFECTING  EMERGING  MARKETS.  Investing  in  equity
securities  of  companies  in emerging  markets  may entail  greater  risks than
investing in equity securities in  developed countries. These risks include  (i)
less  social, political and  economic stability; (ii) the  small current size of
the markets for such securities and  the currently low or nonexistent volume  of
trading,  which result in a  lack of liquidity and  in greater price volatility;
(iii) certain  national  policies  which  may  restrict  the  Fund's  investment
opportunities,  including restrictions  on investment  in issuers  or industries
deemed sensitive  to national  interests;  (iv) foreign  taxation; and  (v)  the
absence  of  developed structures  governing  private or  foreign  investment or
allowing for judicial redress for injury  to private property. Investing in  the
securities  of companies  in emerging  markets, including  the markets  of Latin
America and certain Asian  markets such as Taiwan,  Malaysia and Indonesia,  may
entail   special  risks  relating  to   the  potential  political  and  economic
instability and the risks of expropriation, nationalization, confiscation or the
imposition of restrictions on  foreign investment, convertibility of  currencies
into  U.S. dollars and on repatriation of capital invested. In the event of such
expropriation, nationalization or  other confiscation by  any country, the  Fund
could lose its entire investment in any such country.
 
Settlement  mechanisms in emerging securities markets  may be less efficient and
reliable than in  more developed  markets. In such  emerging securities  markets
there may be share registration and delivery delays or failures.
 
Many emerging market countries have experienced substantial, and in some periods
extremely  high,  rates  of  inflation  for  many  years.  Inflation  and  rapid
fluctuations in inflation rates and corresponding currency devaluations have had
and may  continue to  have  negative effects  on  the economies  and  securities
markets of certain emerging market countries.
 
    SPECIAL    CONSIDERATIONS    AFFECTING   RUSSIA    AND    EASTERN   EUROPEAN
COUNTRIES. Investing in Russia  and Eastern European  countries involves a  high
degree  of  risk  and  special  considerations  not  typically  associated  with
investing in  the United  States securities  markets, and  should be  considered
highly  speculative.  Such  risks  include:  (1)  delays  in  settling portfolio
transactions and risk of  loss arising out of  the system of share  registration
and  custody; (2) the risk  that it may be impossible  or more difficult than in
other countries  to obtain  and/or  enforce a  judgement; (3)  pervasiveness  of
corruption  and  crime  in  the  economic  system;  (4)  currency  exchange rate
volatility and the lack  of available currency  hedging instruments; (5)  higher
rates  of inflation (including the risk of social unrest associated with periods
of hyper-inflation) and  high unemployment; (6)  controls on foreign  investment
and   local  practices   disfavoring  foreign   investors  and   limitations  on
repatriation of  invested capital,  profits  and dividends,  and on  the  Fund's
ability to exchange local currencies for U.S. dollars; (7) political instability
and  social unrest and violence; (8) the risk that the governments of Russia and
Eastern European countries may  decide not to continue  to support the  economic
reform  programs  implemented  recently  and  could  follow  radically different
political and/or  economic policies  to the  detriment of  investors,  including
non-market-oriented  policies such as  the support of  certain industries at the
expense of other  sectors or  investors, or a  return to  the centrally  planned
economy that existed when such countries had a communist form of government; (9)
the financial condition of companies in these countries, including large amounts
of  inter-company debt which may  create a payments crisis  on a national scale;
(10) dependency on  exports and  the corresponding  importance of  international
trade; (11) the risk that the tax system in these countries will not be reformed
to  prevent inconsistent, retroactive  and/or exorbitant taxation;  and (12) the
underdeveloped nature of the securities markets.
 
    SPECIAL CONSIDERATIONS AFFECTING PACIFIC REGION COUNTRIES. Many of the  Asia
Pacific region countries may be subject to a greater degree of social, political
and economic instability than is the case in the United States. Such instability
may   result  from,  among  other   things,  the  following:  (i)  authoritarian
governments or military involvement in  political and economic decision  making,
and  changes  in  government through  extra-constitutional  means;  (ii) popular
unrest associated  with  demands for  improved  political, economic  and  social
conditions;   (iii)   internal   insurgencies;  (iv)   hostile   relations  with
 
                  Statement of Additional Information Page 15
<PAGE>
                           AIM EMERGING MARKETS FUND
neighboring countries; and (v) ethnic,  religious and racial disaffection.  Such
social,  political  and  economic instability  could  significantly  disrupt the
principal financial markets  in which a  Fund invests and  adversely affect  the
value  of a Fund's  assets. In addition,  there may be  the possibility of asset
expropriations or future confiscatory levels of taxation affecting the Funds.
 
Several of  the Asia  Pacific region  countries have  or in  the past  have  had
hostile  relationships  with neighboring  nations  or have  experienced internal
insurgency. Thailand has  experienced border conflicts  with Laos and  Cambodia,
and India is engaged in border disputes with several of its neighbors, including
China  and Pakistan. An uneasy truce exists between North Korea and South Korea,
and the recurrence of hostilities remains possible. Reunification of North Korea
and South Korea could have a detrimental  effect on the economy of South  Korea.
Also,  China  continues  to  claim  sovereignty  over  Taiwan  and  recently has
conducted military maneuvers near Taiwan.
 
The economies of most of the Asia Pacific region countries are heavily dependent
upon international  trade  and  are accordingly  affected  by  protective  trade
barriers  and the economic conditions of their trading partners, principally the
United States, Japan,  China and the  European Community. The  enactment by  the
United  States  or  other  principal  trading  partners  of  protectionist trade
legislation, reduction of foreign investment in the local economies and  general
declines  in  the  international  securities markets  could  have  a significant
adverse effect upon the securities markets of the Asia Pacific region countries.
In addition,  the  economies of  some  of  the Asia  Pacific  region  countries,
Australia and Indonesia, for example, are vulnerable to weakness in world prices
for their commodity exports, including crude oil.
 
China  recently assumed sovereignty over Hong  Kong in July 1997. Although China
has committed by treaty to preserve the economic and social freedoms enjoyed  in
Hong  Kong for fifty years, the continuation of the current form of the economic
system in Hong Kong will  depend on the actions of  the government of China.  In
addition,  such assumption of sovereignty has increased sensitivity in Hong Kong
to political developments and  statements by public  figures in China.  Business
confidence  in  Hong  Kong, therefore,  can  be significantly  affected  by such
developments and  statements, which  in  turn can  affect markets  and  business
performance.
 
In  addition, the Chinese sovereignty  over Hong Kong also  presents a risk that
the Hong Kong dollar will be devaluated and a risk of possible loss of  investor
confidence  in the Hong Kong markets and dollar. However, factors exist that are
likely to mitigate this risk. First, China has stated its intention to implement
a "one country, two systems"  policy, which would preserve monetary  sovereignty
and leave control in the hands of the Hong Kong Monetary Authority ("HKMA").
 
Second,  fixed  rate  parity  with  the  U.S.  dollar  is  seen  as  critical to
maintaining investors'  confidence  in  the  transition  to  Chinese  rule  and,
therefore,  it is  anticipated that, in  the event  international investors lose
confidence in Hong Kong dollar assets,  the HKMA would intervene to support  the
currency,  though such  intervention cannot be  assured. Third,  Hong Kong's and
China's sizable combined  foreign exchange reserve  may be used  to support  the
value  of the Hong  Kong dollar, provided  that China does  not appropriate such
reserves for  other uses,  which  is not  anticipated,  but cannot  be  assured.
Finally,  China would be likely to  experience significant adverse political and
economic consequences if confidence  in the Hong Kong  dollar and the  territory
assets were to be endangered.
 
    SPECIAL  CONSIDERATIONS  AFFECTING  LATIN  AMERICAN  COUNTRIES.  Most  Latin
American countries have experienced substantial,  and in some periods  extremely
high,  rates of  inflation for many  years. Inflation and  rapid fluctuations in
inflation rates have had and may continue  to have very negative effects on  the
economies  and securities markets  of certain Latin  American countries. Certain
Latin American countries are also among the largest debtors to commercial  banks
and foreign governments. At times certain Latin American countries have declared
moratoria  on  the payment  of principal  and/or interest  on external  debt. In
addition, certain  Latin  American  securities  markets  have  experienced  high
volatility in recent years.
 
Latin  American countries may  also close certain sectors  of their economies to
equity investments  by foreigners.  Further  due to  the absence  of  securities
markets  and  publicly  owned corporations  and  due to  restrictions  on direct
investment by foreign entities,  investments may only be  made in certain  Latin
American   countries  solely   or  primarily   through  governmentally  approved
investment vehicles or companies.
 
Certain Latin American countries may have managed currencies that are maintained
at artificial levels to the U.S. dollar rather than at levels determined by  the
market.  This type  of system can  lead to  sudden and large  adjustments in the
currency which, in turn,  can have a disruptive  and negative effect on  foreign
investors.  For example, in late  1994, the value of  the Mexican peso lost more
than one-third of its value relative to the U.S. dollar.
 
                  Statement of Additional Information Page 16
<PAGE>
                           AIM EMERGING MARKETS FUND
 
    CONCENTRATION. To the extent the Fund  invests a significant portion of  its
assets in securities of issuers located in a particular country or region of the
world,  the Fund  may be  subject to  greater risks  and may  experience greater
volatility than a fund that is more broadly diversified geographically.
 
    POLITICAL, SOCIAL AND  ECONOMIC RISKS. Investing  in securities of  non-U.S.
companies may entail additional risks due to the potential political, social and
economic  instability  of  certain  countries and  the  risks  of expropriation,
nationalization, confiscation  or  the  imposition of  restrictions  on  foreign
investment,  convertibility of currencies into  U.S. dollars and on repatriation
of capital  invested. In  the event  of such  expropriation, nationalization  or
other  confiscation by any country, the Fund could lose its entire investment in
any such country.
 
In addition,  even though  opportunities for  investment may  exist in  emerging
markets,  any change in the  leadership or policies of  the governments of those
countries or  in  the leadership  or  policies  of any  other  government  which
exercises  a significant influence over those  countries, may halt the expansion
of or reverse the  liberalization of foreign  investment policies now  occurring
and thereby eliminate any investment opportunities which may currently exist.
 
Investors should note that upon the accession to power of authoritarian regimes,
the  governments of a number of Latin American countries previously expropriated
large quantities of  real and personal  property similar to  the property  which
will  be represented  by the  securities purchased  by the  Fund. The  claims of
property owners against those governments were never finally settled. There  can
be  no assurance  that any property  represented by securities  purchased by the
Fund will not also be  expropriated, nationalized, or otherwise confiscated.  If
such  confiscation were to occur,  the Fund could lose  its entire investment in
such countries. The Fund's investments would similarly be adversely affected  by
exchange control regulation in any of those countries.
 
    RELIGIOUS  AND ETHNIC INSTABILITY.  Certain countries in  which the Fund may
invest  may  have  groups  that  advocate  radical  religious  or  revolutionary
philosophies or support ethnic independence. Any disturbance on the part of such
individuals could carry the potential for widespread destruction or confiscation
of  property owned by individuals and entities foreign to such country and could
cause the loss of the Fund's investment in those countries. Instability may also
result from,  among  other things:  (i)  authoritarian governments  or  military
involvement  in  political and  economic  decision-making, including  changes in
government through extra-constitutional  means; (ii)  popular unrest  associated
with  demands for improved political, economic  and social conditions; and (iii)
hostile relations with  neighboring or other  countries. Such political,  social
and  economic instability could disrupt the principal financial markets in which
the Fund invests and adversely affect the value of the Fund's assets.
 
    FOREIGN  INVESTMENT  RESTRICTIONS.  Certain  countries  prohibit  or  impose
substantial  restrictions on investments in  their capital markets, particularly
their equity markets, by foreign entities  such as the Fund. These  restrictions
or  controls may at times limit or preclude investment in certain securities and
may increase the cost and expenses  of the Fund. For example, certain  countries
require prior governmental approval before investments by foreign persons may be
made,  or may limit the amount of  investment by foreign persons in a particular
company, or may limit the investment by foreign persons to only a specific class
of securities of a company that may have less advantageous terms than securities
of the  company available  for  purchase by  nationals. Moreover,  the  national
policies  of certain countries may  restrict investment opportunities in issuers
or  industries  deemed  sensitive  to  national  interests.  In  addition,  some
countries  require  governmental  approval for  the  repatriation  of investment
income, capital or  the proceeds of  securities sales by  foreign investors.  In
addition,  if there is a deterioration in a country's balance of payments or for
other reasons, a country may impose restrictions on foreign capital  remittances
abroad.  The Fund  could be  adversely affected  by delays  in, or  a refusal to
grant, any required governmental  approval for repatriation, as  well as by  the
application to it of other restrictions on investments.
 
    NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL
REGULATION.  Foreign companies are subject to accounting, auditing and financial
standards and requirements that differ, in some cases significantly, from  those
applicable to U.S. companies. In particular, the assets, liabilities and profits
appearing  on the  financial statements  of such a  company may  not reflect its
financial position or results of operations  in the way they would be  reflected
had  such financial statements  been prepared in  accordance with U.S. generally
accepted accounting principles. Most of the foreign securities held by the  Fund
will  not be registered with  the SEC or regulators  of any foreign country, nor
will the issuers thereof be subject  to the SEC's reporting requirements.  Thus,
there  will be  less available  information concerning  most foreign  issuers of
securities held  by the  Fund  than is  available  concerning U.S.  issuers.  In
instances  where the financial statements of an issuer are not deemed to reflect
accurately the  financial situation  of the  issuer, the  Sub-adviser will  take
appropriate steps to evaluate the proposed investment, which may include on-site
inspection  of the issuer, interviews with its management and consultations with
accountants, bankers and other specialists. There is substantially less publicly
available information about foreign companies than there are reports and ratings
published   about    U.S.    companies    and   the    U.S.    government.    In
 
                  Statement of Additional Information Page 17
<PAGE>
                           AIM EMERGING MARKETS FUND
addition,  where public information  is available, it may  be less reliable than
such information  regarding  U.S.  issuers. Issuers  of  securities  in  foreign
jurisdictions  are generally not subject to the same degree of regulation as are
U.S.  issuers  with  respect   to  such  matters   as  restrictions  on   market
manipulation,  insider trading rules, shareholder  proxy requirements and timely
disclosure of information.
 
    CURRENCY FLUCTUATIONS. Because  the Fund, under  normal circumstances,  will
invest  a substantial portion of  its total assets in  the securities of foreign
issuers which are denominated in foreign currencies, the strength or weakness of
the U.S. dollar  against such foreign  currencies will account  for part of  the
Fund's investment performance. A decline in the value of any particular currency
against  the U.S. dollar  will cause a decline  in the U.S.  dollar value of the
Fund's holdings  of  securities  and  cash denominated  in  such  currency  and,
therefore,  will cause an overall decline in  the Fund's net asset value and any
net investment  income and  capital gains  derived from  such securities  to  be
distributed  in U.S. dollars to shareholders of the Fund. Moreover, if the value
of the foreign currencies in which  the Fund receives its income falls  relative
to  the  U.S.  dollar between  receipt  of the  income  and the  making  of Fund
distributions, the Fund may be required to liquidate securities in order to make
distributions if  the  Fund  has  insufficient cash  in  U.S.  dollars  to  meet
distribution requirements.
 
   
The  rate of exchange between the U.S. dollar and other currencies is determined
by several factors including  the supply and  demand for particular  currencies,
central  bank efforts to support particular currencies, the relative movement of
interest rates and the pace of business activity in the other countries, and the
U.S., and other economic and financial conditions affecting the world economy.
    
 
Although the Fund values  its assets daily  in terms of  U.S. dollars, the  Fund
does  not intend to convert its holdings of foreign currencies into U.S. dollars
on a daily basis. The Fund will do so from time to time, and investors should be
aware of the costs of currency conversion. Although foreign exchange dealers  do
not  charge  a  fee  for conversion,  they  do  realize a  profit  based  on the
difference ("spread") between the  prices at which they  are buying and  selling
various  currencies. Thus, a dealer may offer  to sell a foreign currency to the
Fund at one  rate, while  offering a  lesser rate  of exchange  should the  Fund
desire to sell that currency to the dealer.
 
    ADVERSE  MARKET CHARACTERISTICS. Securities  of many foreign  issuers may be
less liquid and their  prices more volatile than  securities of comparable  U.S.
issuers.  In  addition, foreign  securities  markets and  brokers  are generally
subject to  less governmental  supervision  and regulation  than in  the  United
States,  and  foreign  securities  transactions  are  usually  subject  to fixed
commissions, which  are generally  higher than  negotiated commissions  on  U.S.
transactions.  In addition,  foreign securities  transactions may  be subject to
difficulties associated  with the  settlement of  such transactions.  Delays  in
settlement  could  result  in temporary  periods  when  assets of  the  Fund are
uninvested and no return is  earned thereon. The inability  of the Fund to  make
intended  security purchases due to settlement  problems could cause the Fund to
miss attractive investment  opportunities. Inability to  dispose of a  portfolio
security  due to settlement problems  either could result in  losses to the Fund
due to subsequent declines in  value of the portfolio  security or, if the  Fund
has  entered into  a contract  to sell  the security,  could result  in possible
liability to the purchaser. The Sub-adviser will consider such difficulties when
determining the allocation of the  Fund's assets, although the Sub-adviser  does
not  believe that such difficulties  will have a material  adverse effect on the
Fund's portfolio trading activities.
 
The Fund may  use foreign  custodians, which may  involve risks  in addition  to
those  related to the  use of U.S. custodians.  Such risks include uncertainties
relating to: (i) determining and  monitoring the financial strength,  reputation
and  standing of the foreign  custodian; (ii) maintaining appropriate safeguards
to protect the Fund's investments  and (iii) possible difficulties in  obtaining
and enforcing judgments against such custodians.
 
   
    WITHHOLDING TAXES. The Fund's net investment income from foreign issuers may
be  subject  to  withholding  taxes by  the  foreign  issuer's  country, thereby
reducing that income or delaying the receipt of income where those taxes may  be
recaptured. See "Taxes."
    
 
                  Statement of Additional Information Page 18
<PAGE>
                           AIM EMERGING MARKETS FUND
 
                             INVESTMENT LIMITATIONS
 
- --------------------------------------------------------------------------------
 
The  Fund  has  adopted  the  following  investment  limitations  as fundamental
policies which (unless otherwise noted) may  not be changed without approval  by
the  holders of  the lesser  of (i) 67%  of the  Fund's shares  represented at a
meeting at which more  than 50% of the  outstanding shares are represented,  and
(ii) more than 50% of the outstanding shares.
 
The Fund may not:
 
        (1)  Purchase any security if, as a result of that purchase, 25% or more
    of the Fund's total assets would be invested in securities of issuers having
    their principal business activities in  the same industry, except that  this
    limitation  does not  apply to securities  issued or guaranteed  by the U.S.
    government, its agencies or instrumentalities;
 
        (2) Purchase or sell real estate, except that investments in  securities
    of  issuers that  invest in real  estate and  investments in mortgage-backed
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the  Fund may exercise rights under  agreements relating to such securities,
    including the right to  enforce security interests and  to hold real  estate
    acquired  by  reason  of such  enforcement  until  that real  estate  can be
    liquidated in an orderly manner;
 
   
        (3) Purchase or sell  physical commodities, but  the Fund may  purchase,
    sell  or enter into financial options and futures, forward and spot currency
    contracts, swap  transactions and  other financial  contracts or  derivative
    instruments;
    
 
        (4)  Engage in the business of underwriting securities of other issuers,
    except to the extent that the Fund might be considered an underwriter  under
    the  federal securities laws in connection with its disposition of portfolio
    securities;
 
        (5) Make loans, except through loans of portfolio securities or  through
    repurchase  agreements, provided that  for purposes of  this limitation, the
    acquisition of bonds, debentures, other  debt securities or instruments,  or
    participations  or  other interests  therein  and investments  in government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan;
 
        (6) Issue senior securities or  borrow money, except as permitted  under
    the  1940 Act and then not  in excess of 33 1/3%  of the Fund's total assets
    (including  the  amount  borrowed  but   reduced  by  any  liabilities   not
    constituting  borrowings) at the time of the borrowing, except that the Fund
    may borrow up to  an additional 5%  of its total  assets (not including  the
    amount borrowed) for temporary or emergency purposes; or
 
        (7)  Purchase securities or any one issuer if, as a result, more than 5%
    of the Fund's total assets would be invested in securities of that issuer or
    the Fund  would  own  or  hold  more than  10%  of  the  outstanding  voting
    securities  of that issuer, except that up to 25% of the Fund's total assets
    may be invested  without regard  to this  limitation, and  except that  this
    limitation  does not  apply to securities  issued or guaranteed  by the U.S.
    government, its agencies  or instrumentalities  or to  securities issued  by
    other investment companies.
 
Notwithstanding any other investment policy of the Fund, the Fund may invest all
of   its  investable  assets  (cash,   securities  and  receivables  related  to
securities) in an  open-end management investment  company having  substantially
the same investment objective, policies and limitations as the Fund.
 
For  purposes of  the Fund's  concentration policy  contained in  limitation (1)
above, the Fund intends  to comply with the  SEC staff position that  securities
issued  or  guaranteed  as  to  principal and  interest  by  any  single foreign
government or any supranational organizations in the aggregate are considered to
be securities of issuers in the same industry.
 
   
The following operating policies  of the Fund are  not fundamental policies  and
may  be changed by vote of the  Company's Board of Directors without shareholder
approval. The Fund may not:
    
 
        (1) Invest in securities of an issuer if the investment would cause  the
    Fund to own more than 10% of any class of securities of any one issuer;
 
                  Statement of Additional Information Page 19
<PAGE>
                           AIM EMERGING MARKETS FUND
 
        (2)  Invest  in  companies  for the  purpose  of  exercising  control or
    management;
 
        (3) Enter into a futures contract,  an option on a futures contract,  or
    an  option on foreign currency traded  on a CFTC-regulated exchange, in each
    case other than for BONA FIDE hedging purposes (as defined by the CFTC),  if
    the aggregate initial margin and premiums required to establish all of those
    positions (excluding the amount by which options are "in-the-money") exceeds
    5%  of  the liquidation  value of  the Fund's  portfolio, after  taking into
    account unrealized profits and unrealized  losses on any contracts the  Fund
    has entered into;
 
        (4)  Borrow money  except for temporary  or emergency  purposes (not for
    leveraging) not  in excess  of 33  1/3% of  the value  of the  Fund's  total
    assets,  except  that  the  Fund may  purchase  securities  when outstanding
    borrowings represent less than 5% of the Fund's assets;
 
        (5) Purchase securities  on margin,  provided that the  Fund may  obtain
    short-term  credits as may  be necessary for the  clearance of purchases and
    sales of securities,  and further  provided that  the Fund  may make  margin
    deposits  in  connection  with its  use  of financial  options  and futures,
    forward and spot currency contracts,  swap transactions and other  financial
    contracts or derivative instruments; or
 
        (6)  Mortgage, pledge, or  hypothecate any of  its assets, provided that
    this shall not apply  to the transfer of  securities in connection with  any
    permissible  borrowing  or  to collateral  arrangements  in  connection with
    permissible activities.
 
Investors should refer to the Prospectus for further information with respect to
the Fund's investment objective, which may  not be changed without the  approval
of  the shareholders, and other investment policies, techniques and limitations,
which may be changed without shareholder approval.
 
- --------------------------------------------------------------------------------
 
                             EXECUTION OF PORTFOLIO
                                  TRANSACTIONS
 
- --------------------------------------------------------------------------------
 
   
Subject to  policies  established  by  the Company's  Board  of  Directors,  the
Sub-adviser   is  responsible  for   the  execution  of   the  Fund's  portfolio
transactions  and  the  selection  of  brokers  and  dealers  who  execute  such
transactions  on behalf  of the Fund.  In executing  portfolio transactions, the
Sub-adviser seeks the best  net results for the  Fund, taking into account  such
factors  as the price  (including the applicable  brokerage commission or dealer
spread), size of the order,  difficulty of execution and operational  facilities
of  the  firm  involved.  Although the  Sub-adviser  generally  seeks reasonably
competitive commission rates and  spreads, payment of  the lowest commission  or
spread  is not necessarily consistent with the  best net results. While the Fund
may engage  in soft  dollar  arrangements for  research services,  as  described
below,  the Fund has  no obligation to  deal with any  broker/dealer or group of
broker/dealers in the execution of portfolio transactions.
    
 
Consistent with the interests of the Fund, the Sub-adviser may select brokers to
execute the  Fund's portfolio  transactions on  the basis  of the  research  and
brokerage  services they provide to the Sub-adviser  for its use in managing the
Fund and  its other  advisory  accounts. Such  services may  include  furnishing
analyses,  reports and  information concerning  issuers, industries, securities,
geographic  regions,  economic  factors  and  trends,  portfolio  strategy,  and
performance  of accounts;  and effecting securities  transactions and performing
functions incidental thereto  (such as clearance  and settlement). Research  and
brokerage  services received from  such brokers are  in addition to,  and not in
lieu of,  the  services  required  to be  performed  by  the  Sub-adviser  under
investment  management and administration  contracts. A commission  paid to such
brokers may  be higher  than  that which  another  qualified broker  would  have
charged  for  effecting  the  same transaction,  provided  that  the Sub-adviser
determines in good faith that such  commission is reasonable in terms either  of
that  particular transaction or the overall responsibility of the Sub-adviser to
the Fund and its other clients and  that the total commissions paid by the  Fund
will  be reasonable in relation to the  benefits it received over the long term.
Research  services  may  also  be   received  from  dealers  who  execute   Fund
transactions in OTC markets.
 
The  Sub-adviser may allocate brokerage  transactions to broker/dealers who have
entered into arrangements under which  the broker/dealer allocates a portion  of
the  commissions  paid by  the  Fund toward  payment  of its  expenses,  such as
transfer agent and custodian fees.
 
                  Statement of Additional Information Page 20
<PAGE>
                           AIM EMERGING MARKETS FUND
 
Investment decisions for the Fund and  for other investment accounts managed  by
the  Sub-adviser  are made  independently of  each other  in light  of differing
conditions. However, the same investment  decision occasionally may be made  for
two  or more of  such accounts including  the Fund. In  such cases, simultaneous
transactions may occur.  Purchases or sales  are then allocated  as to price  or
amount  in a manner deemed fair and equitable to all accounts involved. While in
some cases this practice could have a detrimental effect upon the price or value
of the security as far as the Fund is concerned, in other cases the  Sub-adviser
believes that coordination and the ability to participate in volume transactions
will be beneficial to the Fund.
 
   
Under  a policy adopted by the Company's  Board of Directors, and subject to the
policy of  obtaining  the best  net  results,  the Sub-adviser  may  consider  a
broker/dealer's sale of the shares of the Fund and the other funds for which AIM
or the Sub-adviser serves as investment manager in selecting brokers and dealers
for  the  execution of  portfolio  transactions. This  policy  does not  imply a
commitment to  execute portfolio  transactions through  all broker/dealers  that
sell shares of the Fund and such other funds.
    
 
The   Fund   contemplates   purchasing  most   foreign   equity   securities  in
over-the-counter markets or stock  exchanges located in  the countries in  which
the  respective principal offices  of the issuers of  the various securities are
located, if that  is the best  available market. The  fixed commissions paid  in
connection  with most such foreign stock  transactions generally are higher than
negotiated commissions on  United States transactions.  There generally is  less
government   supervision  and   regulation  of   foreign  stock   exchanges  and
broker/dealers than in the  United States. Foreign  security settlements may  in
some instances be subject to delays and related administrative uncertainties.
 
Foreign  equity securities may  be held by the  Fund in the  form of ADRs, ADSs,
EDRs, CDRs or securities convertible into foreign equity securities. ADRs, ADSs,
EDRs and CDRs may be listed on stock exchanges, or traded in the OTC markets  in
the  United States or  Europe, as the  case may be.  ADRs, like other securities
traded in the United States, will be subject to negotiated commission rates. The
foreign and domestic debt securities and  money market instruments in which  the
Fund may invest are generally traded in the OTC markets.
 
   
The Fund contemplates that, consistent with the policy of obtaining the best net
results,  brokerage transactions may be conducted through certain companies that
are affiliates of AIM or the  Sub-adviser. The Company's Board of Directors  has
adopted  procedures in conformity with  Rule 17e-1 under the  1940 Act to ensure
that all brokerage commissions paid to affiliates are reasonable and fair in the
context of the market in which they are operating. Any such transactions will be
effected and related compensation  paid only in  accordance with applicable  SEC
regulations.  For the fiscal  years ended October  31, 1997, 1996  and 1995, the
Fund  paid  aggregate  brokerage  commissions  of  $3,274,328,  $3,648,347,  and
$3,307,402, respectively.
    
 
PORTFOLIO TRADING AND TURNOVER
The  Fund engages in  portfolio trading when the  Sub-adviser has concluded that
the sale of a security owned by the Fund and/or the purchase of another security
of better value can enhance principal and/or increase income. A security may  be
sold  to avoid  any prospective decline  in market  value, or a  security may be
purchased  in  anticipation  of  a  market  rise.  Consistent  with  the  Fund's
investment  objective, a  security also  may be  sold and  a comparable security
purchased coincidentally in order to take advantage of what is believed to be  a
disparity in the normal yield and price relationship between the two securities.
Although the Fund generally does not intend to trade for short-term profits, the
securities  in  the  Fund's  portfolio will  be  sold  whenever  the Sub-adviser
believes it is  appropriate to do  so, without regard  to the length  of time  a
particular  security  may  have  been  held.  The  portfolio  turnover  rate  is
calculated by dividing the lesser of sales or purchases of portfolio  securities
by   the  Fund's   average  month-end  portfolio   value,  excluding  short-term
investments. The portfolio  turnover rate  will not  be a  limiting factor  when
management  deems  portfolio  changes  appropriate.  Higher  portfolio  turnover
involves correspondingly  greater brokerage  commissions and  other  transaction
costs that the Fund will bear directly, and may result in the realization of net
capital  gains that are taxable when distributed to the Fund's shareholders. For
the fiscal years ended October 31, 1997 and 1996, the Fund's portfolio  turnover
rates were 150% and 104%, respectively.
 
                  Statement of Additional Information Page 21
<PAGE>
                           AIM EMERGING MARKETS FUND
 
   
                            DIRECTORS AND EXECUTIVE
                                    OFFICERS
    
 
- --------------------------------------------------------------------------------
 
   
The Company's Directors and Executive Officers are listed below.
    
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE                     PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                            EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------------  --------------------------------------------------------------------------------
<S>                                            <C>
William J. Guilfoyle*, 39                      Mr. Guilfoyle is President, GT Global, Inc. ("GT Global") since 1995; Director,
Director, Chairman of the Board and President  GT Global since 1991; Senior Vice President and Director of Sales and Marketing,
50 California Street                           GT Global from May 1992 to April 1995; Vice President and Director of Marketing,
San Francisco, CA 94111                        GT Global from 1987 to 1992; Director, Liechtenstein Global Trust AG (holding
                                               company of the various international GT companies) Advisory Board since January
                                               1996; Director, G.T. Global Insurance Agency ("G.T. Insurance") since 1996;
                                               President and Chief Executive Officer, G.T. Insurance since 1995; Senior Vice
                                               President and Director, Sales and Marketing, G.T. Insurance from April 1995 to
                                               November 1995; Senior Vice President, Retail Marketing, G.T. Insurance from 1992
                                               to 1993. Mr. Guilfoyle is also a trustee of each of the other investment
                                               companies registered under the 1940 Act that is sub-advised or sub-administered
                                               by the Sub-adviser.
 
C. Derek Anderson, 57                          Mr. Anderson is President, Plantagenet Capital Management, LLC (an investment
Director                                       partnership); Chief Executive Officer, Plantagenet Holdings, Ltd. (an investment
220 Sansome Street                             banking firm); Director, Anderson Capital Management, Inc., since 1988;
Suite 400                                      Director, PremiumWear, Inc. (formerly Munsingwear, Inc.) (a casual apparel
San Francisco, CA 94104                        company), and Director, "R" Homes, Inc. and various other companies. Mr.
                                               Anderson is also a trustee of each of the other investment companies registered
                                               under the 1940 Act that is sub-advised or sub-administered by the Sub-adviser.
 
Frank S. Bayley, 58                            Mr. Bayley is a partner of the law firm of Baker & McKenzie, and serves as a
Director                                       Director and Chairman, C.D. Stimson Company (a private investment company). Mr.
Two Embarcadero Center                         Bayley is also a trustee of each of the other investment companies registered
Suite 2400                                     under the 1940 Act that is sub-advised or sub- administered by the Sub-adviser.
San Francisco, CA 94111
 
Arthur C. Patterson, 54                        Mr. Patterson is Managing Partner of Accel Partners (a venture capital firm). He
Director                                       also serves as a director of Viasoft and PageMart, Inc. (both public software
428 University Avenue                          companies), as well as several other privately held software and communications
Palo Alto, CA 94301                            companies. Mr. Patterson is also a trustee of each of the other investment
                                               companies registered under the 1940 Act that is sub-advised or sub-administered
                                               by the Sub-adviser.
 
Ruth H. Quigley, 63                            Miss Quigley is a private investor. From 1984 to 1986, she was President of
Director                                       Quigley Friedlander & Co., Inc. (a financial advisory services firm). Miss
1055 California Street                         Quigley is also a trustee of each of the other investment companies registered
San Francisco, CA 94108                        under the 1940 Act that is sub-advised or sub-administered by the Sub-adviser.
</TABLE>
    
 
- --------------
*  Mr. Guilfoyle is an "interested person" of the Company as defined by the 1940
Act due to his affiliation with the Sub-adviser.
 
                  Statement of Additional Information Page 22
<PAGE>
                           AIM EMERGING MARKETS FUND
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE                     PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                            EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------------  --------------------------------------------------------------------------------
<S>                                            <C>
John J. Arthur+, 53                            Director, Senior Vice President and Treasurer, A I M Advisors, Inc.; Vice
Vice President                                 President and Treasurer, A I M Management Group Inc., A I M Capital Management,
                                               Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund Management
                                               Company.
 
Kenneth W. Chancey, 52                         Senior Vice President -- Mutual Fund Accounting, the Sub-adviser since 1997;
Vice President and                             Vice President -- Mutual Fund Accounting, the Sub-adviser from 1992 to 1997.
Principal Accounting Officer
50 California Street
San Francisco, CA 94111
 
Melville B. Cox, 54                            Vice President and Chief Compliance Officer, A I M Advisors, Inc., A I M Capital
Vice President                                 Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund
                                               Management Company.
 
Gary T. Crum, 50                               Director and President, A I M Capital Management, Inc.; Director and Senior Vice
Vice President                                 President, A I M Management Group Inc. and A I M Advisors, Inc.; and Director,
                                               A I M Distributors, Inc. and AMVESCAP PLC.
 
Robert H. Graham, 51                           Director, President and Chief Executive Officer, A I M Management Group Inc.;
Vice President                                 Director and President, A I M Advisors, Inc.; Director and Senior Vice
                                               President, A I M Capital Management, Inc., A I M Distributors, Inc., A I M Fund
                                               Services, Inc. and Fund Management Company; Director, AMVESCAP PLC; Chairman of
                                               the Board of Directors and President, INVESCO Holdings Canada Inc.; and
                                               Director, AIM Funds Group Canada Inc. and INVESCO G.P. Canada Inc.
 
Helge K. Lee, 52                               Chief Legal and Compliance Officer -- North America, the Sub-adviser since
Vice President                                 October 1997; Executive Vice President of the Asset Management Division of
50 California Street                           Liechtenstein Global Trust AG since October 1996; Senior Vice President, General
San Francisco, CA 94111                        Counsel and Secretary of LGT Asset Management, Inc., INVESCO (NY), Inc., GT
                                               Global, GT Global Investor Services, Inc. and G.T. Insurance from May 1994 to
                                               October 1996; Senior Vice President, General Counsel and Secretary of
                                               Strong/Corneliuson Management, Inc. and Secretary of each of the Strong Funds
                                               from October 1991 through May 1994.
 
Carol F. Relihan+, 43                          Director, Senior Vice President, General Counsel and Secretary, A I M Advisors,
Vice President                                 Inc.; Vice President, General Counsel and Secretary, A I M Management Group
                                               Inc.; Director, Vice President and General Counsel, Fund Management Company;
                                               Vice President and General Counsel, A I M Fund Services, Inc.; and Vice
                                               President, A I M Capital Management, Inc. and A I M Distributors, Inc.
 
Dana R. Sutton, 39                             Vice President and Fund Controller, A I M Advisors, Inc.; and Assistant Vice
Vice President and Assistant Treasurer         President and Assistant Treasurer, Fund Management Company.
</TABLE>
    
 
- ------------------
   
+ Mr. Arthur and Ms. Relihan are married to each other.
    
 
                  Statement of Additional Information Page 23
<PAGE>
                           AIM EMERGING MARKETS FUND
 
   
The  Board of Directors has a Nominating  and Audit Committee, comprised of Miss
Quigley and Messrs.  Anderson, Bayley  and Patterson, which  is responsible  for
nominating  persons to serve  as Directors, reviewing audits  of the Company and
its funds  and  recommending firms  to  serve  as independent  auditors  of  the
Company. Each of the Directors and Officers of the Company is also a Director or
Trustee  and Officer of AIM Investment  Portfolios Inc., AIM Floating Rate Fund,
AIM Series Trust, AIM Growth Series, AIM Eastern Europe Fund, GT Global Variable
Investment Trust,  GT  Global  Variable  Investment  Series,  Global  Investment
Portfolio,  Growth  Portfolio, Floating  Rate Portfolio  and Global  High Income
Portfolio, which also  are registered  investment companies advised  by AIM  and
sub-advised  by the Sub-adviser or an  affiliate thereof. Each Director, Trustee
and Officer serves in total as a Director, Trustee and Officer, respectively, of
12 registered investment companies with 47 series managed or administered by AIM
and sub-advised or sub-administered by the Sub-adviser. Each Director who is not
a director, officer or employee of the Sub-adviser or any affiliated company  is
paid  aggregate fees of $5,000 a year plus $300 per Fund for each meeting of the
Board attended, and reimbursed travel and other expenses incurred in  connection
with  attendance  at  such meetings.  Other  Directors and  Officers  receive no
compensation or  expense reimbursement  from the  Company. For  the fiscal  year
ended  October  31,  1997, Mr.  Anderson,  Mr.  Bayley, Mr.  Patterson  and Miss
Quigley, who are not directors, officers or employees of the Sub-adviser or  any
affiliated company, received total compensation of $38,650, $38,650, $27,850 and
$38,650, respectively, from the Company for their services as Directors. For the
year  ended October 31, 1997,  Mr. Anderson, Mr. Bayley,  Mr. Patterson and Miss
Quigley, who are not directors, officers or employees of the Sub-adviser or  any
other  affiliated company,  received total  compensation of  $117,304, $114,386,
$88,350 and $111,688,  respectively, from  the investment  companies managed  or
administered  by AIM and sub-advised or  sub-administered by the Sub-adviser for
which he or she serves as a Director or Trustee. Fees and expenses disbursed  to
the Directors contained no accrued or payable pension or retirement benefits. As
of  May 7, 1998, the Officers and Directors  and their families as a group owned
in the  aggregate beneficially  or of  record less  than 1%  of the  outstanding
shares of the Fund or of all the Company's series in the aggregate.
    
 
                  Statement of Additional Information Page 24
<PAGE>
                           AIM EMERGING MARKETS FUND
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
   
AIM  serves  as  the  Fund's  investment  manager  and  administrator  under  an
investment  management  and  administration  contract  ("Management   Contract")
between  the Company and AIM. The Sub-adviser serves as the sub-adviser and sub-
administrator to the Fund under  a Sub-Advisory and Sub-Administration  Contract
between  AIM and the  Sub-adviser ("Sub-Management Contract,"  and together with
the Management Contract, the "Management Contracts"). As investment managers and
administrators, AIM and the  Sub-adviser make all  investment decisions for  the
Fund  and  administer  the  Fund's  affairs. Among  other  things,  AIM  and the
Sub-adviser furnish the services and pay the compensation and travel expenses of
persons who  perform the  executive,  administrative, clerical  and  bookkeeping
functions  of  the Company  and  the Fund,  and  provide suitable  office space,
necessary small office equipment and utilities.
    
 
   
The Management Contracts may  be renewed for one-year  terms, provided that  any
such  renewal  has been  specifically  approved at  least  annually by:  (i) the
Company's Board  of Directors,  or  by the  vote of  a  majority of  the  Fund's
outstanding  voting securities (as defined in the 1940 Act), and (ii) a majority
of Directors who  are not  parties to  the Management  Contracts or  "interested
persons"  of any such  party (as defined in  the 1940 Act), cast  in person at a
meeting called  for  the  specific  purpose of  voting  on  such  approval.  The
Management Contracts provide that with respect to the Fund either the Company or
each  of AIM or  the Sub-adviser may terminate  the Management Contracts without
penalty upon  sixty days'  written notice  to the  other party.  The  Management
Contracts  terminate automatically in the event  of their assignment (as defined
in the 1940 Act).
    
 
For the  fiscal years  ended October  31, 1997,  1996 and  1995, the  Fund  paid
investment  management and administration fees to the Sub-adviser in the amounts
of $3,907,922, $4,883,626 and $5,410,744, respectively.
 
Certain  emerging  market   countries  require   a  local   entity  to   provide
administrative services for all direct investments by foreigners. Where required
by  local  law,  the Fund  intends  to retain  a  local entity  to  provide such
administrative services. The local administrator will be paid a fee by the  Fund
for its services.
 
DISTRIBUTION SERVICES
   
The  Fund's  Advisor  Class  shares are  offered  through  the  Fund's principal
underwriter and  distributor,  AIM  Distributors,  on  a  "best  efforts"  basis
pursuant  to a  distribution contract between  the Company  and AIM Distributors
without a front-end sales charge or a contingent deferred sales charge.
    
 
TRANSFER AGENCY AND ACCOUNTING AGENCY SERVICES
The Transfer  Agent  has  been  retained by  the  Fund  to  perform  shareholder
servicing,  reporting and  general transfer  agent functions  for the  Fund. For
these services, the Transfer Agent receives 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.
The Transfer Agent also is reimbursed by the Fund for its out-of-pocket expenses
for such  items as  postage,  forms, telephone  charges, stationery  and  office
supplies. The Sub-adviser serves as the Fund's pricing and accounting agent. For
the  fiscal years ended October 31, 1995,  October 31, 1996 and October 31, 1997
the Fund paid accounting services fees  to the Sub-adviser of $33,216,  $125,349
and $103,144, respectively.
 
EXPENSES OF THE FUND
As  described  in the  Prospectus, the  Fund pays  all of  its own  expenses not
assumed by other parties. These expenses  include, in addition to the  advisory,
transfer  agency,  pricing and  accounting agency  and brokerage  fees discussed
above, legal and audit expenses, custodian fees, directors' fees, organizational
fees, fidelity bond and other insurance premiums, taxes, extraordinary  expenses
and  expenses  of  reports  and prospectuses  sent  to  existing  investors. The
allocation of general Company  expenses and expenses shared  among the Fund  and
other  funds organized as series of the  Company are allocated on a basis deemed
fair and equitable, which may be based on the relative net assets of the Fund or
the nature of  the services performed  and relative applicability  to the  Fund.
Expenditures,  including costs incurred in connection  with the purchase or sale
of portfolio  securities, which  are capitalized  in accordance  with  generally
accepted accounting principles applicable to investment companies, are accounted
for  as capital items and  not as expenses. The ratio  of the Fund's expenses to
its relative net assets can be expected to be higher than the expense ratios  of
funds investing solely in domestic securities, since the cost of maintaining the
custody of foreign securities and the rate of investment management fees paid by
the Fund generally are higher than the comparable expenses of such other funds.
 
                  Statement of Additional Information Page 25
<PAGE>
                           AIM EMERGING MARKETS FUND
 
                            VALUATION OF FUND SHARES
 
- --------------------------------------------------------------------------------
 
   
As  described in the Prospectus,  the Fund's net asset  value per share for each
class of shares  is determined at  the end of  regular trading on  the New  York
Stock  Exchange ("NYSE") (currently  at 4:00 p.m.  Eastern Time, unless weather,
equipment failure or other  factors contribute to an  earlier closing time),  on
each  Business  Day as  open  for business.  Currently,  the NYSE  is  closed on
weekends and on certain days relating to the following holidays: New Year's Day,
Martin Luther King Day, President's Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.
    
 
The Fund's portfolio securities and other assets are valued as follows:
 
Equity securities, including ADRs, ADSs, CDRs,  GDRs and EDRs, which are  traded
on stock exchanges, are valued at the last sale price on the exchange, or in the
principal over-the-counter market on 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
the Sub-adviser to be the primary market. Securities and assets for which market
quotations are not readily available (including restricted securities which  are
subject  to limitations as to their sale) are valued at fair value as determined
in good faith by  or under the  direction of the Board  of Trustees. Trading  in
securities on European and Far Eastern securities exchanges and over-the-counter
markets  is normally completed well before the  close of the business day in New
York.
 
Long-term debt obligations are valued at  the mean of representative quoted  bid
and  asked prices for such  securities or, if such  prices are not available, at
prices for securities of  comparable maturity, quality  and type; however,  when
the  Sub-adviser deems it appropriate, prices  obtained for the day of valuation
from a bond pricing service will  be used. Short-term investments are  amortized
to  maturity based  on their  cost, adjusted  for foreign  exchange translation,
provided such valuations represent fair value.
 
Options on indices, securities and currencies  purchased by the Fund are  valued
at  their last bid price  in the case of  listed options or, in  the case of OTC
options, at the average of  the last bid prices  obtained from dealers unless  a
quotation  from only one dealer  is available, in which  case only that dealer's
price will be used. The value of  each security denominated in a currency  other
than  U.S.  dollars  will be  translated  into  U.S. dollars  at  the prevailing
exchange rate  as  determined  by  the Sub-adviser  on  that  day.  When  market
quotations  for futures  and options  on futures  held by  the Fund  are readily
available, those positions will be valued based upon such quotations.
 
   
Securities and  other  assets  for  which  market  quotations  are  not  readily
available  are valued at fair value as determined  in good faith by or under the
direction of the Company's Board of Directors. The valuation procedures  applied
in  any  specific  instance are  likely  to  vary from  case  to  case. However,
consideration generally is  given to the  financial position of  the issuer  and
other  fundamental analytical data relating to  the investment and to the nature
of the restrictions on disposition of the securities (including any registration
expenses that might be borne by  the Fund in connection with such  disposition).
In addition, specific factors also generally are considered, such as the cost of
the  investment, the  market value  of any  unrestricted securities  of the same
class (both at the time of purchase and  at the time of valuation), the size  of
the  holding, the prices  of any recent  transactions or offers  with respect to
such securities and any available analysts' reports regarding the issuer.
    
 
The fair value  of any  other assets  is added to  the value  of all  securities
positions  to  arrive  at the  value  of  the Fund's  total  assets.  The Fund's
liabilities, including  accruals  for  expenses, are  deducted  from  its  total
assets.  Once the total  value of the  Fund's net assets  is so determined, that
value is  then divided  by the  total number  of shares  outstanding  (excluding
treasury  shares), and the result, rounded to  the nearer cent, is the net asset
value per share.
 
   
Any assets or liabilities initially  denominated in terms of foreign  currencies
are translated into U.S. dollars at the official exchange rate or at the mean of
the current bid and asked prices of such currencies against the U.S. dollar last
quoted  by a major  bank that is  a regular participant  in the foreign exchange
market or on the basis of a  pricing service that takes into account the  quotes
provided  by a  number of such  major banks.  If none of  these alternatives are
available or none are deemed to provide a suitable methodology for converting  a
foreign  currency into U.S. dollars,  the Board of Directors  in good faith will
establish a conversion rate for such currency.
    
 
                  Statement of Additional Information Page 26
<PAGE>
                           AIM EMERGING MARKETS FUND
 
   
Securities trading in emerging markets may not  take place on all days on  which
the  NYSE is open. Further,  trading takes place in  Japanese markets on certain
Saturdays and in various foreign markets on days on which the NYSE is not  open.
Consequently,  the calculation of the Fund's  net asset values therefore may not
take place contemporaneously with the determination of the prices of  securities
held by the Fund. Events affecting the values of portfolio securities that occur
between the time their prices are determined and the close of regular trading on
the  NYSE  will  not be  reflected  in the  Fund's  net asset  value  unless the
Sub-adviser,  under  the  supervision  of  the  Company's  Board  of  Directors,
determines that the particular event would materially affect net asset value. As
a  result, the  Fund's net  asset value  may be  significantly affected  by such
trading on days when a shareholder cannot provide or redeem the Fund.
    
 
- --------------------------------------------------------------------------------
 
                         INFORMATION RELATING TO SALES
                                AND REDEMPTIONS
 
- --------------------------------------------------------------------------------
 
PAYMENT AND TERMS OF OFFERING
Payment of Advisor Class shares  purchased should accompany the purchase  order,
or  funds should be wired to the  Transfer Agent as described in the Prospectus.
Payment for Fund shares, other than by  wire transfer, must be made by check  or
money order drawn on a U.S. bank. Checks or money orders must be payable in U.S.
dollars.
 
   
As a condition of this offering, if an order to purchase Advisor Class shares is
cancelled  due  to nonpayment  (for  example, because  a  check is  returned for
insufficient funds), the person who made  the order will be responsible for  any
loss  incurred by the Fund by reason of such cancellation, and if such purchaser
is a shareholder, the Fund shall have the authority as agent of the  shareholder
to redeem shares in his or her account at their then-current net asset value per
share  to reimburse  the Fund  for the  loss incurred.  Investors whose purchase
orders have been  cancelled due  to nonpayment  may be  prohibited from  placing
future orders.
    
 
   
The  Fund  reserves the  right  at any  time to  waive  or increase  the minimum
requirements applicable to initial or subsequent investments with respect to any
person or class of persons.  An order to purchase shares  is not binding on  the
Fund  until it  has been confirmed  in writing  by the Transfer  Agent (or other
arrangements made with the Fund, in  the case of orders utilizing wire  transfer
of funds, as described above) and payment has been received. To protect existing
shareholders,  the Fund reserves the right to reject any offer for a purchase of
shares by any individual.
    
 
INDIVIDUAL RETIREMENT ACCOUNTS ("IRAs") AND OTHER TAX-DEFERRED PLANS
 
IRAs: If you have earned income from employment (including self-employment), you
can contribute each year to an IRA up  to the lesser of (1) $2,000 for  yourself
or  $4,000  for  you and  your  spouse,  regardless of  whether  your  spouse is
employed, or (2) 100% of compensation. Some  individuals may be able to take  an
income tax deduction for the contribution. Regular contributions may not be made
for  the  year you  become 70  1/2  or thereafter.  Effective for  taxable years
beginning after 1997,  unless you and  your spouse's earnings  exceed a  certain
level,  you may also establish an "Education  IRA" and/or a "Roth IRA." Although
contributions to these  new types  of IRAs are  nondeductible, withdrawals  from
them  will  be tax-free  under certain  circumstances.  Please consult  your tax
advisor for more information. IRA applications are available from brokers or AIM
Distributors.
 
ROLLOVER IRAs: Individuals who  receive distributions from qualified  retirement
plans  (other than  required distributions) and  who wish to  keep their savings
growing  tax-deferred  can  rollover  (or  make  a  direct  transfer  of)  their
distribution  to a  Rollover IRA. These  accounts can also  receive rollovers or
transfers from an existing  IRA. If an "eligible  rollover distribution" from  a
qualified  employer-sponsored retirement plan is not  directly rolled over to an
IRA (or  certain  qualified plans),  withholding  at the  rate  of 20%  will  be
required  for federal income tax purposes.  A distribution from a qualified plan
that is not an "eligible  rollover distribution," including a distribution  that
is  one  of a  series  of substantially  equal  periodic payments,  generally is
subject to regular wage withholding or withholding at the rate of 10% (depending
on the type and amount  of the distribution), unless you  elect not to have  any
withholding apply. Please consult your tax advisor for more information.
 
SEP-IRAs:  Simplified  employee  pension plans  ("SEPs"  or  "SEP-IRAs") provide
self-employed individuals (and any eligible employees) with benefits similar  to
Keogh  plans (I.E., self-employed  individual retirement plans)  or Code Section
401(k)  plans  but   with  fewer  administrative   requirements  and   therefore
potentially lower annual administration expenses.
 
                  Statement of Additional Information Page 27
<PAGE>
                           AIM EMERGING MARKETS FUND
 
CODE  SECTION 403(b)(7) CUSTODIAL ACCOUNTS: Employees of public schools and most
other tax-exempt organizations can  make pre-tax salary reduction  contributions
to these accounts.
 
PROFIT-SHARING   (INCLUDING   SECTION   401(k))  AND   MONEY   PURCHASE  PENSION
PLANS: Corporations  and other  employers can  sponsor these  qualified  defined
contribution  plans  for  their employees.  A  section  401(k) plan,  a  type of
profit-sharing plan, additionally permits the eligible, participating  employees
to  make  pre-tax salary  reduction  contributions to  the  plan (up  to certain
limits).
 
SIMPLE PLANS: Employers  with no more  than 100 employees  that do not  maintain
another  retirement  plan  may  establish a  Savings  Incentive  Match  Plan for
Employees ("SIMPLE") either as separate IRAs or as part of a Code Section 401(k)
plan. SIMPLEs are not  subject to the  complicated nondiscrimination rules  that
generally apply to qualified retirements plans.
 
EXCHANGES BETWEEN FUNDS
   
Advisor  Class shares of the  Fund may be exchanged  for Advisor Class shares of
the corresponding class  of other AIM/GT  Funds, based on  their respective  net
asset  values  without  imposition  of  any  sales  charges,  provided  that the
registration remains identical. The exchange privilege is not an option or right
to purchase shares but is permitted under the current policies of the respective
AIM/GT Funds. The privilege may be discontinued or changed at any time by any of
those funds upon sixty days' written notice to the shareholders of the fund  and
is  available only  in states  where the  exchange may  be made  legally. Before
purchasing shares through the exercise of the exchange privilege, a  shareholder
should  obtain and read a copy of the prospectus of the fund to be purchased and
should consider its investment objective(s).
    
 
TELEPHONE REDEMPTIONS
A corporation or  partnership wishing to  utilize telephone redemption  services
must  submit a "Corporate Resolution" or "Certificate of Partnership" indicating
the names, titles and the required number of signatures of persons authorized to
act on  its  behalf.  The  certificate  must be  signed  by  a  duly  authorized
officer(s),  and,  in the  case of  a  corporation, the  corporate seal  must be
affixed. All shareholders may request that redemption proceeds be transmitted by
bank wire upon request directly to the shareholder's predesignated account at  a
domestic bank or savings institution if the proceeds are at least $500. Costs in
connection  with  the administration  of this  service, including  wire charges,
currently are borne by the  Fund. Proceeds of less than  $500 will be mailed  to
the  shareholder's registered address of record. The Fund and the Transfer Agent
reserve the right to refuse any  telephone instructions and may discontinue  the
aforementioned redemption options upon fifteen days' written notice.
 
SUSPENSION OF REDEMPTION PRIVILEGES
The  Fund may suspend redemption privileges or  postpone the date of payment for
more than seven days after a redemption order is received during any period  (1)
when  the NYSE is closed  other than customary weekend  and holiday closings, or
trading on the NYSE is restricted as directed by the SEC, (2) when an  emergency
exists,  as defined by the SEC, which make it not reasonably practicable for the
Fund to dispose of securities  owned by it or fairly  to determine the value  of
its assets, or (3) as the SEC may otherwise permit.
 
REDEMPTIONS IN KIND
   
It  is possible  that conditions  may arise  in the  future which  would, in the
opinion of the Company's Board of Directors, make it undesirable for the Fund to
pay for all redemptions in cash. In such cases, the Board may authorize  payment
to  be made  in portfolio  securities or other  property of  the Fund, so-called
"redemptions in kind." Payment  of redemptions in kind  will be made in  readily
marketable  securities.  Such  securities  would be  valued  at  the  same value
assigned to  them in  computing  the net  asset  value per  share.  Shareholders
receiving  such  securities  would incur  brokerage  costs in  selling  any such
securities so received. However,  despite the foregoing,  the Company has  filed
with  the SEC an election pursuant to Rule  18f-1 under the 1940 Act. This means
that the  Fund  will  pay in  cash  all  requests for  redemption  made  by  any
shareholder of record, limited in amount with respect to each shareholder during
any  ninety-day period to the lesser of $250,000 or 1% of the net asset value of
the Fund at the beginning of such  period. This election will be irrevocable  so
long  as Rule 18f-1 remains in effect,  unless the SEC by order upon application
permits the withdrawal of such election.
    
 
                  Statement of Additional Information Page 28
<PAGE>
                           AIM EMERGING MARKETS FUND
 
                                     TAXES
 
- --------------------------------------------------------------------------------
 
GENERAL
To continue to qualify for treatment  as a regulated investment company  ("RIC")
under  the Internal Revenue Code of 1986, as amended (the "Code"), the Fund must
distribute to  its  shareholders for  each  taxable year  at  least 90%  of  its
investment  company  taxable  income  (consisting  generally  of  net investment
income, net short-term capital gain and net gains from certain foreign  currency
transactions)  ("Distribution  Requirement")  and must  meet  several additional
requirements. These requirements include the following: (1) the Fund must derive
at least 90%  of its gross  income each taxable  year from dividends,  interest,
payments  with respect  to securities  loans and  gains from  the sale  or other
disposition of  securities or  foreign currencies,  or other  income  (including
gains  from options, Futures  or Forward Contracts) derived  with respect to its
business of investing in securities or those currencies ("Income  Requirement");
(2) at the close of each quarter of the Fund's taxable year, at least 50% of the
value  of its  total assets  must be  represented by  cash and  cash items, U.S.
government securities, securities of other RICs and other securities, with these
other securities limited, in respect of any  one issuer, to an amount that  does
not  exceed  5% of  the  value of  the  Fund's total  assets  and that  does not
represent more than 10% of the  issuer's outstanding voting securities; and  (3)
at  the close of each quarter  of the Fund's taxable year,  not more than 25% of
the value of its  total assets may  be invested in  securities (other than  U.S.
government securities or the securities of other RICs) of any one issuer.
 
Dividends  and  other distributions  declared  by the  Fund  in, and  payable to
shareholders of record as  of a date  in, October, November  or December of  any
year  will  be  deemed  to have  been  paid  by  the Fund  and  received  by the
shareholders on December 31 of  that year if the  distributions are paid by  the
Fund  during  the following  January. Accordingly,  those distributions  will be
taxed to shareholders for the year in which that December 31 falls.
 
A portion of  the dividends from  the Fund's investment  company taxable  income
(whether  paid in cash or  reinvested in additional shares)  may be eligible for
the dividends-received deduction allowed  to corporations. The eligible  portion
may  not  exceed  the  aggregate  dividends  received  by  the  Fund  from  U.S.
corporations.  However,  dividends  received  by  a  corporate  shareholder  and
deducted  by  it  pursuant  to  the  dividends-received  deduction  are  subject
indirectly to the alternative minimum tax.
 
If Fund shares are sold at a loss  after being held for six months or less,  the
loss  will be treated as  long-term, instead of short-term,  capital loss to the
extent of any  capital gain  distributions received on  those shares.  Investors
also should be aware that if shares are purchased shortly before the record date
for  any dividend or other distribution, the shareholder will pay full price for
the shares and receive some portion of the price back as a taxable distribution.
 
The Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to  the
extent  it fails to distribute by the end of any calendar year substantially all
of its  ordinary income  for  that year  and capital  gain  net income  for  the
one-year period ending on October 31 of that year, plus certain other amounts.
 
FOREIGN TAXES
Dividends  and interest received by the Fund, and gains realized thereby, may be
subject to income, withholding or other  taxes imposed by foreign countries  and
U.S.  possessions ("foreign  taxes") that  would reduce  the yield  and/or total
return on  its securities.  Tax conventions  between certain  countries and  the
United  States may reduce or eliminate  foreign taxes, however, and many foreign
countries do not  impose taxes  on capital gains  in respect  of investments  by
foreign  investors. If more than 50% of the  value of the Fund's total assets at
the close of its  taxable year consists of  securities of foreign  corporations,
the  Fund  will be  eligible to,  and may,  file an  election with  the Internal
Revenue Service that  will enable its  shareholders, in effect,  to receive  the
benefit  of the foreign tax credit with respect to any foreign taxes paid by it.
Pursuant to the election, the Fund would treat those taxes as dividends paid  to
its  shareholders and each shareholder would be required to (1) include in gross
income, and treat as paid by him, his share of those taxes, (2) treat his  share
of  those taxes and of any dividend paid by the Fund that represents income from
foreign and U.S. possessions  sources as his own  income from those sources  and
(3)  either deduct the taxes deemed paid  by him in computing his taxable income
or, alternatively, use the foregoing information in calculating the foreign  tax
credit  against his federal income tax. The Fund will report to its shareholders
shortly after each taxable  year their respective shares  of the Fund's  foreign
taxes and income from sources
 
                  Statement of Additional Information Page 29
<PAGE>
                           AIM EMERGING MARKETS FUND
within,  and taxes paid to,  foreign countries and U.S.  possessions if it makes
this election.  Pursuant  to  the  Taxpayer Relief  Act  of  1997  ("Tax  Act"),
individuals who have no more than $300 ($600 for married persons filing jointly)
of  creditable foreign  taxes included  on Form  1099 and  all of  whose foreign
source income is  "qualified passive income"  may elect each  year to be  exempt
from the extremely complicated foreign tax credit limitation and will be able to
claim  a foreign tax credit  without having to file  the detailed Form 1116 that
otherwise is required.
 
PASSIVE FOREIGN INVESTMENT COMPANIES
   
The Fund  may invest  in the  stock of  "passive foreign  investment  companies"
("PFICs").  A PFIC is a foreign corporation  -- other than a "controlled foreign
corporation" (I.E.,  a foreign  corporation  in which,  on  any day  during  its
taxable  year,  more than  50% of  the total  voting power  of all  voting stock
therein or the total value of  all stock therein is owned, directly,  indirectly
or  constructively,  by  "U.S.  shareholders,"  defined  as  U.S.  persons  that
individually own, directly, indirectly or  constructively, at least 10% of  that
voting  power) as  to which the  Fund is  a U.S. shareholder  (effective for its
taxable year beginning November  1, 1998) -- that,  in general, meets either  of
the  following tests: (1) at least 75% of  its gross income is passive or (2) an
average of at least 50%  of its assets produce, or  are held for the  production
of,  passive income.  Under certain circumstances,  the Fund will  be subject to
federal income tax on a portion of any "excess distribution" received, on or  of
any  gain from the disposition of, stock of a PFIC (collectively "PFIC income"),
plus interest thereon, even if the Fund distributed the PFIC income as a taxable
dividend to its shareholders. The balance of the PFIC income will be included in
the Fund's  investment company  taxable  income and,  accordingly, will  not  be
taxable   to  the  Fund  to  the  extent  it  distributes  that  income  to  its
shareholders.
    
 
If the Fund  invests in  a PFIC and  elects to  treat the PFIC  as a  "qualified
electing  fund"  ("QEF"),  then  in  lieu  of  the  foregoing  tax  and interest
obligation, the Fund would be  required to include in  income each year its  pro
rata share of the QEF's ordinary earnings and net capital gain (I.E., the excess
of  net long-term capital gain  over net short-term capital  loss) -- which most
likely would have  to be  distributed by the  Fund to  satisfy the  Distribution
Requirement  and to avoid imposition of the Excise Tax -- even if those earnings
and gain were not received by the Fund  from the QEF. In most instances it  will
be  very difficult, if not impossible, to  make this election because of certain
requirements thereof.
 
Effective for its taxable year beginning November 1, 1998, the Fund may elect to
"mark to market" its  stock in any PFIC.  "Marking-to-Market," in this  context,
means  including in ordinary income each taxable year the excess, if any, of the
fair market value of the stock over the Fund's adjusted basis therein as of  the
end  of that year.  Pursuant to the election,  the Fund also  will be allowed to
deduct (as an ordinary, not capital, loss)  the excess, if any, of its  adjusted
basis  in  PFIC stock  over  the fair  market value  thereof  as of  the taxable
year-end, but only to the extent of any net mark-to-market gains with respect to
that stock included in income  by the Fund for  prior taxable years. The  Fund's
adjusted  basis in each PFIC's stock subject to the election will be adjusted to
reflect  the  amounts  of  income  included  and  deductions  taken  thereunder.
Regulations  proposed in 1992  would provide a similar  election with respect to
the stock of certain PFICs.
 
NON-U.S. SHAREHOLDERS
Dividends paid by the Fund to a shareholder  who, as to the United States, is  a
nonresident  alien individual, nonresident alien fiduciary of a trust or estate,
foreign corporation  or foreign  partnership ("foreign  shareholder")  generally
will be subject to U.S. withholding tax (at a rate of 30% or lower treaty rate).
Withholding will not apply, however, to a dividend paid by the Fund to a foreign
shareholder  that is "effectively connected with the  conduct of a U.S. trade or
business," in which case the  reporting and withholding requirements  applicable
to  domestic shareholders will apply. A distribution  of net capital gain by the
Fund to a foreign shareholder generally  will be subject to U.S. federal  income
tax  (at the rates applicable  to domestic persons) only  if the distribution is
"effectively connected"  or the  foreign shareholder  is treated  as a  resident
alien individual for federal income tax purposes.
 
OPTIONS, FUTURES AND FOREIGN CURRENCY TRANSACTIONS
The Fund's use of hedging transactions, such as selling (writing) and purchasing
options  and Futures and entering into Forward Contracts, involves complex rules
that will determine, for federal income tax purposes, the amount, character  and
timing  of recognition of the  gains and losses the  Fund realizes in connection
therewith. Gains  from the  disposition of  foreign currencies  (except  certain
gains  that  may be  excluded by  future regulations),  and gains  from options,
Futures and Forward Contracts derived by  the Fund with respect to its  business
of  investing in securities  or foreign currencies,  will qualify as permissible
income under the Income Requirement.
 
   
Futures and  Forward Contracts  that are  subject to  section 1256  of the  Code
(other  than  those  that  are  part  of  a  "mixed  straddle")  ("Section  1256
Contracts") and  that are  held by  the  Fund at  the end  of its  taxable  year
generally  will be  deemed to have  been sold at  that time at  market value for
federal income tax purposes. Sixty percent of any net gain or loss recognized on
these deemed sales, and  60% of any  net gain or loss  realized from any  actual
sales  of Section 1256 Contracts,  will be treated as  long-term capital gain or
loss, and  the balance  will be  treated  as short-term  capital gain  or  loss.
    
 
                  Statement of Additional Information Page 30
<PAGE>
                           AIM EMERGING MARKETS FUND
   
That  60% portion will qualify for the reduced maximum tax rates on noncorporate
taxpayers' net capital gain enacted by the Tax Act -- 20% (10% for taxpayers  in
the  15% marginal tax  bracket) for gain  recognized on capital  assets held for
more than  18  months  --  instead  of  the  28%  rate  in  effect  before  that
legislation,  which now  applies to gain  recognized on capital  assets held for
more than one year but not more than 18 months.
    
 
Section 988 of the Code also may apply to gains and losses from transactions  in
foreign  currencies, foreign  currency-denominated debt  securities and options,
Futures and Forward  Contracts on  foreign currencies ("Section  988" gains  and
losses).  Each Section  988 gain  or loss  generally is  computed separately and
treated as ordinary income or loss. In the case of overlap between sections 1256
and 988, special provisions  determine the character and  timing of any  income,
gain  or loss. The Fund attempts to monitor section 988 transactions to minimize
any adverse tax impact.
 
If the Fund has  an "appreciated financial position"  -- generally, an  interest
(including  an interest through an option,  Futures or Forward Contract or short
sale) with respect to any stock, debt instrument (other than "straight debt") or
partnership interest the fair market value  of which exceeds its adjusted  basis
- --  and enters into a  "constructive sale" of the  same or substantially similar
property, the Fund will be treated as  having made an actual sale thereof,  with
the  result  that gain  will be  recognized  at that  time. A  constructive sale
generally consists of a short sale, an offsetting notional principal contract or
Futures or Forward Contract entered  into by the Fund  or a related person  with
respect  to  the same  or substantially  similar property.  In addition,  if the
appreciated financial  position is  itself  a short  sale  or such  a  contract,
acquisition of the underlying property or substantially similar property will be
deemed a constructive sale.
 
The  foregoing  is a  general  and abbreviated  summary  of certain  federal tax
considerations affecting the Fund and  its shareholders. Investors are urged  to
consult their own tax advisers for more detailed information and for information
regarding  any  foreign,  state  and  local  taxes  applicable  to distributions
received from the Fund.
 
                  Statement of Additional Information Page 31
<PAGE>
                           AIM EMERGING MARKETS FUND
 
                             ADDITIONAL INFORMATION
 
- --------------------------------------------------------------------------------
 
   
AIM was organized in 1976, and  along with its subsidiaries, manages or  advises
approximately  90 investment  company portfolios  encompassing a  broad range of
investment objectives.  AIM  is a  direct,  wholly owned  subsidiary  of A  I  M
Management  Group  Inc.  ("AIM Management"),  a  holding company  that  has been
engaged in  the  financial  services  business  since  1976.  AIM  is  the  sole
shareholder   of  the  Funds'  principal   underwriter,  AIM  Distributors.  AIM
Management is an indirect wholly owned subsidiary of AMVESCAP PLC, 11 Devonshire
Square, London, EC2M  4YR, England.  AMVESCAP PLC  and its  subsidiaries are  an
independent  investment management group that has  a significant presence in the
institutional and retail segment of the investment management industry in  North
America and Europe, and a growing presence in Asia.
    
 
CUSTODIAN
State  Street  Bank and  Trust Company  ("State  Street"), 225  Franklin Street,
Boston, MA  02110, acts  as custodian  of  the Fund's  assets. State  Street  is
authorized  to  establish  and  has  established  separate  accounts  in foreign
currencies and to cause securities of the  Fund to be held in separate  accounts
outside the United States in the custody of non-U.S. banks.
 
INDEPENDENT ACCOUNTANTS
   
The Fund's independent accountants are Coopers & Lybrand L.L.P., One Post Office
Square,  Boston, MA 02109. Coopers & Lybrand L.L.P. will conduct an annual audit
of the Fund, assist in  the preparation of the  Fund's federal and state  income
tax  returns  and  consult  with the  Company  and  the Fund  as  to  matters of
accounting, regulatory filings, and federal and state income taxation.
    
 
   
The audited financial statements  of the Company included  in this Statement  of
Additional Information have been examined by Coopers & Lybrand L.L.P., as stated
in their opinion appearing herein and are included in reliance upon such opinion
given upon the authority of that firm as experts in accounting and auditing.
    
 
   
NAME
    
   
Prior  to  May 29,  1998, the  Fund operated  under name  of GT  Global Emerging
Markets Fund.
    
 
                  Statement of Additional Information Page 32
<PAGE>
                           AIM EMERGING MARKETS FUND
 
                               INVESTMENT RESULTS
 
- --------------------------------------------------------------------------------
 
   
STANDARDIZED  RETURNS The Fund's  "Standardized Returns," as  referred to in the
Prospectus  (see  "Other   Information  --  Performance   Information"  in   the
Prospectus),  are calculated separately for Class  A and Advisor Class shares of
the Fund, as follows: Standardized Return (average annual total return ("T")) is
computed by using the ending redeeming  value ("ERV") of a hypothetical  initial
investment  of  $1,000 ("P")  over  a period  of  years ("n")  according  to the
following formula as required by the SEC:  P(1+T) to the (n)th power = ERV.  The
following  assumptions will be reflected in computations made in accordance with
this formula: (1) for Class A shares,  deduction of the maximum sales charge  of
4.75% from $1,000 initial investment; (2) for Advisor Class shares, deduction of
a  sales  charge is  not  applicable; (3)  reinvestment  of dividends  and other
distributions at net  asset value  on the  reinvestment date  determined by  the
Company's  Board of Directors; and  (4) a complete redemption  at the end of any
period illustrated.
    
 
The Standardized Returns for the Class A  and Advisor Class shares of the  Fund,
stated as average annualized total returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                                                  EMERGING
                                                                                  MARKETS       EMERGING
                                                                                    FUND         MARKETS
                                                                                   (CLASS         FUND
PERIOD                                                                               A)      (ADVISOR CLASS)
- --------------------------------------------------------------------------------  --------   ---------------
<S>                                                                               <C>        <C>
Fiscal year ended Oct. 31, 1997.................................................   (18.52)%       (14.05)%
June 1, 1995 (commencement of operations) through Oct. 31, 1997.................      n/a          (6.97)%
Oct. 31, 1992 through Oct. 31, 1997.............................................     2.30%           n/a
</TABLE>
 
NON-STANDARDIZED  RETURNS In addition to Standardized Returns, the Fund also may
include in advertisements, sales literature and shareholder reports other  total
return  performance data ("Non-Standardized Return"). Non-Standardized Return is
calculated separately for Class A, Class B and Advisor Class shares of the  Fund
and  may be calculated according to several different formulas. Non-Standardized
Returns may  be  quoted  for  the  same or  different  time  periods  for  which
Standardized  Returns are quoted.  Non-Standardized Returns may  or may not take
sales charges  into  account; performance  data  calculated without  taking  the
effect  of sales  charges into  account will be  higher than  data including the
effect of such charges. Advisor Class shares are not subject to sales charges.
 
Aggregate Non-Standardized Return ("T") is computed by using the ending value of
the account  ("VOA")  of  a  hypothetical initial  investment  of  $1,000  ("P")
according  to the following  formula: T =  (VOA/P)-1. Aggregate Non-Standardized
Return assumes reinvestment of dividends and other distributions.
 
The aggregate Non-Standardized Returns (not  taking sales charges into  account)
for  the Class A and Advisor Class shares of the Fund, stated as aggregate total
returns for the periods shown, were:
 
<TABLE>
<CAPTION>
                                                                                  EMERGING
                                                                                  MARKETS       EMERGING
                                                                                    FUND         MARKETS
                                                                                   (CLASS         FUND
PERIOD                                                                               A)      (ADVISOR CLASS)
- --------------------------------------------------------------------------------  --------   ---------------
<S>                                                                               <C>        <C>
April 1, 1993 (commencement of operations) through Oct. 31, 1997................      n/a            n/a
May 18, 1992 (commencement of operations) through Oct. 31, 1997.................    14.32%           n/a
June 1, 1995 (commencement of operations) through Oct. 31, 1997.................      n/a         (16.03)%
</TABLE>
 
IMPORTANT POINTS TO NOTE ABOUT DATA RELATING TO EMERGING EQUITY AND BOND MARKETS
The Fund and  AIM Distributors may  from time to  time in advertisements,  sales
literature and reports furnished to present or prospective shareholders, compare
the Fund with the following, among others:
 
        (1)  The Consumer Price Index ("CPI"), which is a measure of the average
    change in prices over time  in a fixed market  basket of goods and  services
    (e.g.,  food, clothing,  shelter, fuels,  transportation fares,  charges for
    doctors' and dentists' services, prescription medicines, and other goods and
    services that people  buy for  day-to-day living). There  is inflation  risk
    which does not affect a security's value but its purchasing power, i.e., the
    risk of changing price levels in the economy that affects security prices or
    the price of goods and services.
 
                  Statement of Additional Information Page 33
<PAGE>
                           AIM EMERGING MARKETS FUND
 
        (2)  Data  and  mutual fund  rankings  published or  prepared  by Lipper
    Analytical  Data  Services,  Inc.  ("Lipper"),  CDA/Wiesenberger  Investment
    Company  Service  ("CDA/Wiesenberger"),  Morningstar,  Inc. ("Morningstar"),
    Micropal, Inc. and/or other companies that rank and/or compare mutual  funds
    by  overall  performance,  investment  objectives,  assets,  expense levels,
    periods of existence and/or  other factors. In this  regard the Fund may  be
    compared  to  its  "peer  group"  as  defined  by  Lipper, CDA/Wiesenberger,
    Morningstar and/or other firms as applicable, or to specific funds or groups
    of funds within or outside of such peer group. Lipper generally ranks  funds
    on  the basis of  total return, assuming  reinvestment of distributions, but
    does not take sales  charges or redemption fees  into consideration, and  is
    prepared  without regard to tax consequences. In addition to the mutual fund
    rankings, the Fund's performance may be compared to mutual fund  performance
    indices prepared by Lipper. Morningstar is a mutual fund rating service that
    also   rates  mutual  funds  on  the  basis  of  risk-adjusted  performance.
    Morningstar ratings are calculated  from a fund's three,  five and ten  year
    average  annual returns with  appropriate fee adjustments  and a risk factor
    that reflects fund  performance relative  to the  three-month U.S.  Treasury
    bill  monthly returns.  Ten percent of  the funds in  an investment category
    receive five stars and 22.5% receive four stars. The ratings are subject  to
    change each month.
 
        (3)  Bear  Stearns Foreign  Bond  Index, which  provides  simple average
    returns for individual countries and gross national product ("GNP") weighted
    index, beginning in 1975.  The returns are broken  down by local market  and
    currency.
 
        (4)  Ibbotson  Associates  International Bond  Index,  which  provides a
    detailed breakdown of local market and currency returns since 1960.
 
        (5) Standard & Poor's  "500" Index, which is  a widely recognized  index
    composed  of the capitalization-weighted average of  the price of 500 of the
    largest publicly traded stocks in the U.S.
 
        (6) Dow Jones Industrial Average.
 
        (7) CNBC/Financial News Composite Index.
 
        (8) Morgan Stanley Capital International World Indices, including, among
    others, the Morgan Stanley Capital International Europe, Australia, Far East
    Index ("EAFE Index").  The EAFE  index is an  unmanaged index  of more  than
    1,000 companies in Europe, Australia and the Far East.
 
        (9)  Morgan Stanley Capital  International All Country  (AC) World index
    ("MSCI"). The  MSCI is  a broad,  unmanaged index  of global  stock  prices,
    currently  comprising 2,500 different issuers,  located in 47 countries, and
    grouped in 38 separate industries.
 
       (10) Salomon Brothers  World Government Bond  Index and Salomon  Brothers
    World  Government Bond Index-Non-U.S., each of  which is a widely used index
    composed of world government bonds.
 
       (11) The  World  Bank  Publication  of  Trends  in  Developing  Countries
    ("TIDE")  which provides brief reports on most of the World Bank's borrowing
    members. The World  Development Report  is published annually  and looks  at
    global   and  regional  economic  trends  and  their  implications  for  the
    developing economies.
 
       (12) Salomon Brothers Global Telecommunications Index, which is  composed
    of telecommunications companies in the developing and emerging countries.
 
       (13)  Datastream and  Worldscope, each  of which  is an  on-line database
    retrieval service  for information,  including international  financial  and
    economic data.
 
       (14)  International  Financial  Statistics,  which  is  produced  by  the
    International Monetary Fund.
 
       (15) Various publications and reports produced by the World Bank and  its
    affiliates.
 
       (16)  Various publications from the International Bank for Reconstruction
    and Development.
 
       (17) Various publications  produced by ratings  agencies such as  Moody's
    Investor  Services, Inc. ("Moody's"),  Standard & Poor's,  a division of The
    McGraw-Hill Companies, Inc. ("S&P") and Fitch.
 
       (18) Wilshire Associates, which is an on-line database for  international
    financial  and economic data including performance  measure for a wide range
    of securities.
 
       (19) Bank Rate National Monitor Index, which is an average of the  quoted
    rates for 100 leading banks and thrifts in ten U.S. cities.
 
                  Statement of Additional Information Page 34
<PAGE>
                           AIM EMERGING MARKETS FUND
 
       (20)  International  Finance  Corporation ("IFC")  Emerging  Markets Data
    Base, which  provides detailed  statistics on  stock markets  in  developing
    countries.
 
       (21)  Various publications from the Organization for Economic Cooperation
    and Development (OECD).
 
       (22) Average of  savings accounts,  which is a  measure of  all kinds  of
    savings deposits, including longer-term certificates. Savings accounts offer
    a  guaranteed rate  of return on  principal, but no  opportunity for capital
    growth. During  a portion  of the  period, the  maximum rates  paid on  some
    savings deposits were fixed by law.
 
Indices,  economic and  financial data prepared  by the  research departments of
various  financial  organizations,  such  as  Salomon  Brothers,  Inc.,   Lehman
Brothers,  Merrill Lynch, Pierce, Fenner & Smith, Financial Research Corporation
Inc., J. P. Morgan, Morgan Stanley, Smith Barney Shearson, S.G. Warburg, Jardine
Flemming, The  Bank  for  International  Settlements,  Asian  Development  Bank,
Bloomberg,  L.P.  and Ibbotson  Associates may  be used  as well  as information
reported by the  Federal Reserve  and the  respective Central  Banks of  various
nations. In addition, AIM Distributors may use performance rankings, ratings and
commentary  reported periodically in  national financial publications, including
Money Magazine, Mutual  Fund Magazine, Smart  Money, Global Finance,  EuroMoney,
Financial  World, Forbes, Fortune, Business Week, Latin Finance, The Wall Street
Journal,  Emerging  Markets  Weekly,  Kiplinger's  Guide  To  Personal  Finance,
Barron's,  The  Financial Times,  USA  Today, The  New  York Times,  Far Eastern
Economic Review,  The Economist  and Investors  Business Digest.  Each Fund  may
compare  its performance to that of  other compilations or indices of comparable
quality to those listed above and other  indices that may be developed and  made
available in the future.
 
Information   relating  to   foreign  market   performance,  capitalization  and
diversification is based on sources believed  to be reliable but may be  subject
to  revision  and  has  not  been independently  verified  by  the  Fund  or AIM
Distributors. The  authors  and  publishers  of such  material  are  not  to  be
considered  as "experts" under the 1933 Act, on account of the inclusion of such
information herein.
 
A portion of the  performance figures for each  market includes the positive  or
negative effects of the currency exchange rates effective at December 31 of each
year  between the U.S. dollar and currency of the foreign market (e.g., Japanese
Yen, German Deutschemark  and Hong  Kong Dollar).  A foreign  currency that  has
strengthened  or weakened against the U.S.  dollar will positively or negatively
affect the reported returns, as the case may be.
 
   
AIM Distributors  believes that  this  information may  be useful  to  investors
considering  whether and to  what extent to  diversify their investments through
the purchase of mutual funds investing in securities on a global basis. However,
this data is not a representation of the past performance of the Fund, nor is it
a prediction of such performance. The performance of the Funds will differ  from
the  historical performance of relevant indices. The performance of indices does
not take  expenses  into  account,  while  each  Fund  incurs  expenses  in  its
operations,  which will reduce performance. Each of these factors will cause the
performance of each Fund to differ from relevant indices.
    
 
   
From time to  time, the Fund  and AIM Distributors  may refer to  the number  of
shareholders  in the  Fund or  the aggregate number  of shareholders  in all AIM
Funds or the dollar amount of Fund assets under management or rankings by DALBAR
Surveys, Inc. in advertising materials.
    
 
   
AIM Distributors believes the  Fund is an  appropriate investment for  long-term
investment   goals,  including  funding  retirement,  paying  for  education  or
purchasing a house. AIM  Distributors may provide  information designed to  help
individuals  understand  their investment  goals  and explore  various financial
strategies. For example,  AIM Distributors  may describe  general principles  of
investing,  such as  asset allocation,  diversification and  risk tolerance. The
Fund does  not represent  a  complete investment  program and  investors  should
consider  the  Fund as  appropriate for  a portion  of their  overall investment
portfolio with regard to their long-term investment goals. There is no assurance
that any such information will lead to achieving these goals or guarantee future
results.
    
 
   
From time to time, AIM Distributors may refer to or advertise the names of  U.S.
and  non-U.S. companies and  their products, although there  can be no assurance
that any AIM Fund may own the securities of these companies.
    
 
Ibbotson  Associates  of  Chicago,  Illinois  ("Ibbotson")  provides  historical
returns  of the capital  markets in the United  States, including common stocks,
small  capitalization  stocks,  long-term  corporate  bonds,   intermediate-term
government  bonds, long-term government bonds, Treasury  bills, the U.S. rate of
inflation (based on the CPI), and  combinations of various capital markets.  The
performance  of  these capital  markets  is based  on  the returns  of different
indices.
 
   
AIM Funds  may  use  the  performance  of these  capital  markets  in  order  to
demonstrate   general   risk-versus-reward  investment   scenarios.  Performance
comparisons may also include  the value of a  hypothetical investment in any  of
these
    
 
                  Statement of Additional Information Page 35
<PAGE>
                           AIM EMERGING MARKETS FUND
capital  markets. The  risks associated with  the security types  in any capital
market may  or  may not  correspond  directly to  those  of the  Fund.  Ibbotson
calculates total returns in the same method as the Funds.
 
The Fund may quote various measures of volatility and benchmark correlation such
as  beta, standard  deviation and  R in advertising.  In addition,  the fund may
compare these measures to those of  other funds. Measures of volatility seek  to
compare  the Fund's historical share price  fluctuation or total return to those
of a benchmark.
 
The Fund may  advertise examples of  the effects of  periodic investment  plans,
including the principle of dollar cost averaging programs. In such a program, an
investor  invests a fixed dollar amount in a fund at periodic intervals, thereby
purchasing fewer shares  when prices are  high and more  shares when prices  are
low.  While such a strategy does not assure  a profit or guard against loss in a
declining market, the  investor's average cost  per share can  be lower than  if
fixed  numbers of shares are purchased at the same intervals. In evaluating such
a plan, investors should  consider their ability  to continue purchasing  shares
through periods of low price levels.
 
   
The  Fund may describe in its sales  material and advertisements how an investor
may invest in AIM Funds through various retirement plans or other programs  that
offer  deferral of income taxes on investment  earnings and pursuant to which an
investor may make deductible contributions.  Because of their advantages,  these
retirement  plans  and  programs  may  produce  returns  superior  to comparable
non-retirement investments. For example, a $10,000 investment earning a  taxable
return of 10% annually would have an after-tax value of $17,976 after ten years,
assuming  tax  was  deducted from  the  return each  year  at a  39.6%  rate. An
equivalent tax-deferred  investment would  have an  after-tax value  of  $19,626
after  ten years, assuming  tax was deducted  at a 39.6%  rate from the deferred
earnings  at  the   end  of  the   ten-year  period.  In   sales  material   and
advertisements,  the  Fund  may  also  discuss  these  plans  and  programs. See
"Information Relating to Sales and Redemptions -- Individual Retirement Accounts
("IRAs") and Other Tax-Deferred Plans."
    
 
AIM Distributors may from  time to time in  its sales materials and  advertising
discuss  the risks inherent in investing. The major types of investment risk are
market risk, industry risk, credit risk, interest rate risk and inflation  risk.
Risk represents the possibility that you may lose some or all of your investment
over  a period of time. A basic tenet  of investing is the greater the potential
reward, the greater the risk.
 
From time  to  time,  the  Fund and  AIM  Distributors  will  quote  information
regarding  industries, individual countries, regions, world stock exchanges, and
economic  and  demographic  statistics  from  sources  AIM  Distributors   deems
reliable,  including the economic and  financial data of financial organizations
such as:
 
 1) Stock market  capitalization:  Morgan Stanley  Capital  International  World
    Indices, IFC and Datastream.
 
 2) Stock  market trading volume: Morgan  Stanley Capital International Industry
    Indices and IFC.
 
 3) The number of  listed companies: IFC,  G.T. Guide to  World Equity  Markets,
    Salomon Brothers, Inc. and S.G. Warburg.
 
 4) Wage  rates: U.S. Department of Labor  Statistics and Morgan Stanley Capital
    International World Indices.
 
 5) International industry  performance:  Morgan Stanley  Capital  International
    World Indices, Wilshire Associates and Salomon Brothers, Inc.
 
 6) Stock   market  performance:  Morgan  Stanley  Capital  International  World
    Indices, IFC and Datastream.
 
 7) The Consumer Price Index and inflation rate: The World Bank, Datastream  and
    IFC.
 
 8) Gross Domestic Product ("GDP"): Datastream and The World Bank.
 
 9) GDP growth rate: IFC, The World Bank and Datastream.
 
10) Population: The World Bank, Datastream and United Nations.
 
11) Average annual growth rate (%) of population: The World Bank, Datastream and
    United Nations.
 
12) Age distribution within populations: OECD and United Nations.
 
13) Total exports and imports by year: IFC, The World Bank and Datastream.
 
14) Top three companies by country, industry or market: IFC, G.T. Guide to World
    Equity Markets, Salomon Brothers Inc. and S.G. Warburg.
 
15) Foreign  direct  investments to  developing  countries: The  World  Bank and
    Datastream.
 
16) Supply, consumption,  demand  and  growth in  demand  of  certain  products,
    services  and industries, including, but not limited to, electricity, water,
    transportation, construction materials, natural resources, technology, other
    basic infrastructure, financial services, health care services and supplies,
    consumer products and services and telecommunications equipment and services
    (sources of such information may include,  but would not be limited to,  The
    World Bank, OECD, IMF, Bloomberg and Datastream).
 
                  Statement of Additional Information Page 36
<PAGE>
                           AIM EMERGING MARKETS FUND
 
17) Standard  deviation and performance returns for U.S. and non-U.S. equity and
    bond markets: Morgan Stanley Capital International.
 
18) Countries restructuring their  debt, including those  under the Brady  Plan:
    the Sub-adviser.
 
19) Political and economic structure of countries: Economist Intelligence Unit.
 
20) Government  and corporate  bonds --  credit ratings,  yield to  maturity and
    performance returns: Salomon Brothers, Inc.
 
21) Dividend yields for U.S. and non-U.S. companies: Bloomberg.
 
From time to time, AIM Distributors may include in its advertisements and  sales
material,   information  about  privatization,  which  is  an  economic  process
involving the sale of state-owned companies to the private sector.
 
   
In advertising and sales  materials, AIM Distributors may  make reference to  or
discuss  its products, services and accomplishments. Among these accomplishments
are that in 1983 the Sub-adviser  provided assistance to the government of  Hong
Kong  in  linking its  currency to  the U.S.  dollar, and  that in  1987 Japan's
Ministry of  Finance licensed  GT Asset  Management  Ltd. as  one of  the  first
foreign   discretionary  investment   managers  for   Japanese  investors.  Such
accomplishments, however,  should  not  be  viewed  as  an  endorsement  of  the
Sub-adviser  by the government of Hong Kong,  Japan's Ministry of Finance or any
other government or government  agency. Nor do any  such accomplishments of  the
Sub-adviser  provide any assurance that the Fund's investment objectives will be
achieved.
    
 
- --------------------------------------------------------------------------------
 
                          DESCRIPTION OF DEBT RATINGS
 
- --------------------------------------------------------------------------------
 
DESCRIPTION OF BOND RATINGS
 
    MOODY'S INVESTORS SERVICE, INC. ("Moody's") rates the debt securities issued
by various entities from "Aaa" to "C." Investment grade ratings are as the first
four categories:
 
        Aaa -- Bonds which are rated Aaa  are judged to be of the best  quality.
    They carry the smallest degree of investment risk and are generally referred
    to  as "gilt  edged." Interest payments  are protected  by a large  or by an
    exceptionally stable  margin  and principal  is  secure. While  the  various
    protective  elements are likely to change, such changes as can be visualized
    are most  unlikely  to impair  the  fundamentally strong  position  of  such
    issues.
 
        Aa  -- Bonds which are rated Aa are  judged to be of high quality by all
    standards. Together  with the  Aaa group  they comprise  what are  generally
    known  as high grade bonds. They are rated lower than the best bonds because
    margins of  protection  may  not  be  as  large  as  in  Aaa  securities  or
    fluctuation  of protective elements may be of greater amplitude or there may
    be other  elements present  which make  the long-term  risk appear  somewhat
    larger than the Aaa securities.
 
        A  --  Bonds  which  are  rated  A  possess  many  favorable  investment
    attributes and  are  to  be considered  as  upper-medium-grade  obligations.
    Factors  giving security to principal  and interest are considered adequate,
    but elements may  be present  which suggest a  susceptibility to  impairment
    some time in the future.
 
        Baa  --  Bonds  which  are  rated  Baa  are  considered  as medium-grade
    obligations, (i.e., they are neither  highly protected nor poorly  secured).
    Interest payments and principal security appear adequate for the present but
    certain  protective  elements may  be lacking  or may  be characteristically
    unreliable over  any  great length  of  time. Such  bonds  lack  outstanding
    investment  characteristics and in fact  have speculative characteristics as
    well.
 
        Ba -- Bonds which are rated Ba are judged to have speculative  elements;
    their  future cannot be considered as  well-assured. Often the protection of
    interest and principal payments may be  very moderate, and thereby not  well
    safeguarded  during both good and bad  times over the future. Uncertainty of
    position characterizes bonds in this class.
 
        B --  Bonds which  are rated  B generally  lack characteristics  of  the
    desirable  investment. Assurance  of interest  and principal  payments or of
    maintenance of other terms of the contract over any long period of time  may
    be small.
 
        Caa  -- Bonds which are rated Caa  are of poor standing. Such issues may
    be in default or  there may be  present elements of  danger with respect  to
    principal or interest.
 
                  Statement of Additional Information Page 37
<PAGE>
                           AIM EMERGING MARKETS FUND
 
        Ca  --  Bonds  which  are  rated  Ca  represent  obligations  which  are
    speculative in a high degree. Such issues are often in default or have other
    marked shortcomings.
 
        C -- Bonds which are  rated C are the lowest  rated class of bonds,  and
    issues  so rated can be regarded as  having extremely poor prospects of ever
    attaining any real investment standing.
 
ABSENCE OF RATING: Where no rating has been assigned or where a rating has  been
suspended  or withdrawn, it may  be for reasons unrelated  to the quality of the
issue.
 
Should no rating be assigned, the reason may be one of the following:
 
        1.  An application for rating was not received or accepted.
 
        2.  The issue or  issuer belongs to a  group of securities or  companies
    that are not rated as a matter of policy.
 
        3.  There is a lack of essential data pertaining to the issue or issuer.
 
        4.   The  issue was privately  placed, in  which case the  rating is not
    published in Moody's publications.
 
Suspension or withdrawal may occur if new and material circumstances arise,  the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable  up-to-date data  to permit  a judgment  to be  formed; if  a bond is
called for redemption; or for other reasons.
 
Note: Moody's applies  numerical modifiers, 1,  2 and 3  in each generic  rating
classification  from Aa to Caa. The modifier  1 indicates that the Company ranks
in the higher end  of its generic  rating category; the  modifier 2 indicates  a
mid-range  ranking; and the modifier  3 indicates that the  Company ranks in the
lower end of its generic rating category.
 
STANDARD & POOR'S, a division of The McGraw-Hill Companies, Inc. ("S&P"),  rates
the  securities debt of various entities in categories ranging from "AAA" to "D"
according to quality. Investment grade ratings are as the first four categories:
 
        AAA -- An obligation rated "AAA" has the highest rating assigned by S&P.
    The obligor's capacity to meet its financial commitment on the obligation is
    extremely strong.
 
        AA  --  An  obligation  rated  "AA"  differs  from  the  highest   rated
    obligations  only  in a  small degree.  The obligor's  capacity to  meet its
    financial commitment on the obligation is very strong.
 
        A -- An obligation rated "A" is somewhat more susceptible to the adverse
    effects of changes in circumstances and economic conditions than obligations
    in higher rated categories.
 
        BBB  --  An   obligation  rated  "BBB"   exhibits  adequate   protection
    parameters.  However, adverse economic  conditions or changing circumstances
    are more likely to lead  to a weakened capacity of  the obligor to meet  its
    financial commitment on the obligation.
 
        BB,  B, CCC, CC, C -- Obligations  rated "BB," "B," "CCC," "CC," and "C"
    are  regarded  as  having  significant  speculative  characteristics.   "BB"
    indicates  the least degree  of speculation and "C"  the highest. While such
    obligations will likely  have some quality  and protective  characteristics,
    these may be outweighed by large uncertainties or major exposures to adverse
    conditions.
 
        BB  -- An  obligation rated "BB"  is less vulnerable  to nonpayment than
    other speculative issues. However, it  faces major ongoing uncertainties  or
    exposure  to adverse business, financial, or economic conditions which could
    lead to the obligor's inadequate  capacity to meet its financial  commitment
    on the obligation.
 
        B  --  An obligation  rated "B"  is more  vulnerable to  nonpayment than
    obligations rated "BB," but the obligor  currently has the capacity to  meet
    its  financial commitment on the obligation. Adverse business, financial, or
    economic conditions will likely impair the obligor's capacity or willingness
    to meet its financial commitment on the obligation.
 
        CCC -- An obligation rated "CCC" is currently vulnerable to  nonpayment,
    and is dependent upon favorable business, financial, and economic conditions
    for  the obligor to meet its financial  commitment on the obligation. In the
    event of adverse business, financial, or economic conditions, the obligor is
    not likely to  have the  capacity to meet  its financial  commitment on  the
    obligation.
 
        CC  --  An  obligation  rated "CC"  is  currently  highly  vulnerable to
    nonpayment.
 
        C -- The "C" rating may be used to cover a situation where a  bankruptcy
    petition  has been filed or  similar action has been  taken, but payments on
    this obligation are being continued.
 
                  Statement of Additional Information Page 38
<PAGE>
                           AIM EMERGING MARKETS FUND
 
        D --  An obligation  rated "D"  is in  payment default.  The "D"  rating
    category is used when payments on an obligation are not made on the date due
    even  if the  applicable grace period  has not expired,  unless S&P believes
    that such payments  will be made  during such grace  period. The "D"  rating
    also  will be used upon the filing of a bankruptcy petition or the taking of
    a similar action if payments on an obligation are jeopardized.
 
PLUS (+) OR MINUS  (-): The ratings from  "AA" to "CCC" may  be modified by  the
addition  of a  plus or minus  sign to  show relative standing  within the major
rating categories.
 
NR:  Indicates  that  no  public  rating  has  been  requested,  that  there  is
insufficient  information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.
 
DESCRIPTION OF COMMERCIAL PAPER RATINGS
    MOODY'S employs  the  designation  "Prime-1" to  indicate  commercial  paper
having  a superior ability for repayment  of senior short-term debt obligations.
Prime-1 repayment  ability will  often be  evidenced by  many of  the  following
characteristics:  leading market positions  in well-established industries; high
rates of return  on funds employed;  conservative capitalization structure  with
moderate  reliance on debt and ample asset protection; broad margins in earnings
coverage of  fixed financial  charges  and high  internal cash  generation;  and
well-established  access to a range of  financial markets and assured sources of
alternate liquidity. Issues rated Prime-2 have a strong ability for repayment of
senior short-term debt obligations. This normally  will be evidenced by many  of
the  characteristics cited  above but  to a  lesser degree.  Earnings trends and
coverage ratios, while sound, may  be more subject to variation.  Capitalization
characteristics,  while  still appropriate,  may  be more  affected  by external
conditions. Ample alternate liquidity is maintained.
 
    S&P ratings of commercial paper  are graded into several categories  ranging
from  "A1" for the highest quality obligations  to "D" for the lowest. Issues in
the "A"  category are  delineated  with numbers  1, 2,  and  3 to  indicate  the
relative  degree  of safety.  A-1 --  This highest  category indicates  that the
degree of safety regarding timely payment is strong. Those issues determined  to
possess extremely strong safety characteristics will be denoted with a plus sign
(+)  designation.  A-2  -- Capacity  for  timely  payments on  issues  with this
designation is satisfactory; however,  the relative degree of  safety is not  as
high as for issues designated "A-1."
 
- --------------------------------------------------------------------------------
 
                              FINANCIAL STATEMENTS
 
- --------------------------------------------------------------------------------
   
The  audited financial  statements of the  Fund as  of October 31,  1997 and the
fiscal year then ended appear on the following pages.
    
 
                  Statement of Additional Information Page 39
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
- --------------------------------------------------------------------------------
 
ANNUAL REPORT
To the Shareholders of GT Global Emerging Markets Fund and
Board of Directors of G.T. Investment Funds, Inc.:
 
We have audited the accompanying statement of assets and liabilities of GT
Global Emerging Markets Fund, one of the funds organized as a series of G.T.
Investment Funds, Inc., including the portfolio of investments, as of October
31, 1997, the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the period
then ended. These financial statements and the financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and the financial highlights based on our
audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1997 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial position of GT
Global Emerging Markets Fund as of October 31, 1997, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the five years in the period then ended, in conformity with generally accepted
accounting principles.
 
                                                        COOPERS & LYBRAND L.L.P.
 
BOSTON, MASSACHUSETTS
DECEMBER 15, 1997
 
                                       F1
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                            COUNTRY       SHARES        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
Energy (18.6%)
  LUKoil Holding - ADR{\/} .................................   RUS             68,826   $  5,764,178         2.4
    OIL
  Sasol Ltd. ...............................................   SAFR           402,507      4,853,515         2.0
    ENERGY SOURCES
  Petroleo Brasileiro S.A. (Petrobras) Preferred ...........   BRZL        22,113,561      4,112,192         1.7
    OIL
  Companhia Energetica de Minas Gerais (CEMIG) - ADR{\/} ...   BRZL            85,389      3,415,560         1.4
    ELECTRICAL & GAS UTILITIES
  C.A. La Electricidad de Caracas ..........................   VENZ         2,529,153      3,324,761         1.4
    ELECTRICAL & GAS UTILITIES
  Centrais Eletricas Brasileiras S.A.-Eletrobras "B" -
   ADR{\/} .................................................   BRZL           133,855      2,944,810         1.2
    ELECTRICAL & GAS UTILITIES
  Chilgener S.A. - ADR{\/} .................................   CHLE            88,263      2,383,101         1.0
    ELECTRICAL & GAS UTILITIES
  Enersis S.A. - ADR{\/} ...................................   CHLE            64,238      2,119,854         0.9
    ELECTRICAL & GAS UTILITIES
  Empresa Nacional de Electricidad S.A. - ADR{\/} ..........   CHLE           100,922      2,031,055         0.8
    ELECTRICAL & GAS UTILITIES
  Light - Servicos de Electricidade S.A. ...................   BRZL         5,020,561      1,666,841         0.7
    ELECTRICAL & GAS UTILITIES
  Light - Participacoes S.A. ...............................   BRZL         6,360,473      1,627,044         0.7
    ELECTRICAL & GAS UTILITIES
  YPF S.A. - ADR{\/} .......................................   ARG             49,065      1,570,080         0.7
    OIL
  The Hub Power Co., Ltd. - GDR-/- {\/} ....................   PAK             49,150      1,535,938         0.6
    ENERGY SOURCES
  Unified Energy Systems - Reg S GDR-/- {c} {\/} ...........   RUS             37,000      1,156,246         0.5
    ELECTRICAL & GAS UTILITIES
  Surgutneftegaz - ADR-/- {\/} .............................   RUS            123,235      1,047,498         0.4
    OIL
  PTT Exploration and Production Public Co., Ltd. -
   Foreign .................................................   THAI           101,800      1,038,259         0.4
    OIL
  MOL Magyar Olaj-es Gazipari RT - Reg S GDR{c} {\/} .......   HGRY            35,800        774,175         0.3
    ENERGY SOURCES
  Manila Electric Co. "B" ..................................   PHIL           236,700        728,308         0.3
    ELECTRICAL & GAS UTILITIES
  Mosenergo - 144A ADR{.} {\/} .............................   RUS             15,000        630,000         0.3
    ELECTRICAL & GAS UTILITIES
  Electricity Generating Public Co., Ltd. - Foreign ........   THAI           329,100        548,500         0.2
    ELECTRICAL & GAS UTILITIES
  Perez Companc S.A. .......................................   ARG             74,818        468,642         0.2
    OIL
  Tenaga Nasional Bhd. .....................................   MAL            194,000        419,585         0.2
    ELECTRICAL & GAS UTILITIES
  Korea Electric Power Corp. - ADR{\/} .....................   KOR             44,271        362,469         0.2
    ELECTRICAL & GAS UTILITIES
  BSES Ltd. - Reg. S GDR{c} ................................   IND             19,100        296,050         0.1
    ELECTRICAL & GAS UTILITIES
  Yukong Ltd. ..............................................   KOR              7,543        102,145          --
    OIL
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F2
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                            COUNTRY       SHARES        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
Energy (Continued)
  Guangdong Electric Power Development Co., Ltd. "B"+X+ ....   CHNA           127,800   $     72,084          --
    ENERGY SOURCES
  Pakistan State Oil Co., Ltd. .............................   PAK                 20            216          --
    OIL
                                                                                        ------------
                                                                                          44,993,106
                                                                                        ------------
Multi-Industry/Miscellaneous (16.1%)
  Barlow Ltd. ..............................................   SAFR           407,077      4,104,623         1.7
    CONGLOMERATE
  Anglo American Corporation of South Africa Ltd. ..........   SAFR            82,607      3,572,195         1.5
    CONGLOMERATE
  Delta Corporation Ltd. (subdivision)-/- ..................   ZBBW         2,187,074      3,114,504         1.3
    MULTI-INDUSTRY
  PT Telekomunikasi Indonesia ..............................   INDO         3,075,500      2,869,896         1.2
    MULTI-INDUSTRY
  Grupo Carso, S.A. de C.V. "A1" ...........................   MEX            396,200      2,519,547         1.0
    MULTI-INDUSTRY
  ITC Ltd.: ................................................   IND                 --             --         1.0
    MULTI-INDUSTRY
    Common .................................................   --             123,928      1,916,184          --
    GDR-/- {\/} ............................................   --              25,987        475,562          --
  The Saudi Arabian Investment Fund Ltd.-/- {\/} ...........   UK             211,000      2,110,000         0.9
    COUNTRY FUNDS
  PT Gudang Garam ..........................................   INDO           625,500      1,777,187         0.7
    MULTI-INDUSTRY
  China Resources Enterprise Ltd. ..........................   HK             623,000      1,708,616         0.7
    CONGLOMERATE
  Malaysian Resources Corp., Bhd. ..........................   MAL          2,556,000      1,520,240         0.6
    CONGLOMERATE
  Shanghai Industrial Holdings Ltd. ........................   HK             339,000      1,508,616         0.6
    MULTI-INDUSTRY
  Central Asia Regional Growth Fund-/- {\/} ................   IRE            156,000      1,485,120         0.6
    COUNTRY FUNDS
  NASR (El) City Company For Housing & Construction-/- .....   EGPT            18,870      1,304,195         0.5
    MISCELLANEOUS
  Billiton PLC-/- ..........................................   SAFR           395,102      1,158,199         0.5
    CONGLOMERATE
  Sanluis Corporacion, S.A. de C.V. ........................   MEX            145,432      1,128,622         0.5
    CONGLOMERATE
  John Keells Holdings Ltd. ................................   SLNKA          183,000        934,142         0.4
    MULTI-INDUSTRY
  Empresas La Moderna, S.A. de C.V. "A"-/- .................   MEX            186,000        913,293         0.4
    MULTI-INDUSTRY
  PT Bimantara Citra .......................................   INDO           965,000        887,047         0.4
    MULTI-INDUSTRY
  Romanian Growth Fund{\/} .................................   ROM             75,800        784,530         0.3
    COUNTRY FUNDS
  Koc Holding AS ...........................................   TRKY         1,827,500        687,480         0.3
    CONGLOMERATE
  Rembrandt Group Ltd. .....................................   SAFR            77,200        633,971         0.3
    CONGLOMERATE
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F3
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                            COUNTRY       SHARES        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
Multi-Industry/Miscellaneous (Continued)
  Koor Industries Ltd. - ADR{\/} ...........................   ISRL            22,315   $    476,983         0.2
    CONGLOMERATE
  PT Hanjaya Mandala Sampoerna .............................   INDO           262,000        457,953         0.2
    MULTI-INDUSTRY
  Discount Investment Corp. ................................   ISRL            12,474        339,811         0.1
    MULTI-INDUSTRY
  Quinenco S.A. - ADR-/- {\/} ..............................   CHLE            21,500        314,438         0.1
    CONGLOMERATE
  KEC International Ltd.-/- ................................   IND            160,500        162,280         0.1
    MISCELLANEOUS
                                                                                        ------------
                                                                                          38,865,234
                                                                                        ------------
Services (15.6%)
  Telecomunicacoes Brasileiras S.A. (Telebras): ............   BRZL                --             --         3.0
    TELEPHONE NETWORKS
    ADR{\/} ................................................   --              37,332      3,789,198          --
    Common .................................................   --          38,472,813      3,419,767          --
  Telefonos de Mexico, S.A. de C.V. "L" - ADR{\/} ..........   MEX            122,827      5,312,268         2.2
    TELEPHONE NETWORKS
  Compania Anonima Nacional Telefonos de Venezuela (CANTV) -
   ADR{\/ } ................................................   VENZ            85,004      3,718,925         1.5
    TELEPHONE NETWORKS
  Pick'n Pay Stores Ltd.: ..................................   SAFR                --             --         1.4
    RETAILERS-OTHER
    Common .................................................   --           1,646,589      2,481,865          --
    "N" ....................................................   --             719,798        987,665          --
  Cia de Telecomunicaciones de Chile S.A. - ADR{\/} ........   CHLE            84,227      2,337,299         1.0
    TELEPHONE NETWORKS
  Telefonica del Peru S.A. - ADR{\/} .......................   PERU           100,740      1,989,615         0.8
    TELEPHONE NETWORKS
  Cifra, S.A. de C.V.: .....................................   MEX                 --             --         0.6
    RETAILERS-OTHER
    "C" ....................................................   --             593,000      1,029,760          --
    "A" ....................................................   --             275,000        506,527          --
    "B" ....................................................   --              26,656         53,248          --
  Companhia de Saneamento Basico do Estado de Sao Paulo -
   SABESP-/- ...............................................   BRZL         7,509,655      1,362,419         0.6
    BUSINESS & PUBLIC SERVICES
  Telefonica de Argentina S.A. - ADR{\/} ...................   ARG             42,183      1,186,397         0.5
    TELEPHONE NETWORKS
  Telecomunicacoes de Sao Paulo S.A. (TELESP) Preferred ....   BRZL         3,388,663        885,282         0.4
    TELEPHONE NETWORKS
  TelecomAsia Corp. - Foreign-/- ...........................   THAI         1,521,400        681,224         0.3
    TELEPHONE NETWORKS
  Santa Isabel S.A. - ADR{\/} ..............................   CHLE            36,543        676,046         0.3
    RETAILERS-FOOD
  PT Indosat ...............................................   INDO           264,500        598,625         0.3
    TELECOM - OTHER
  Danubius Hotel and Spa Rt.-/- ............................   HGRY            19,037        595,762         0.2
    LEISURE & TOURISM
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F4
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                            COUNTRY       SHARES        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
Services (Continued)
  PT Citra Marga Nusaphala Persada .........................   INDO         2,073,000   $    591,873         0.2
    BUSINESS & PUBLIC SERVICES
  Mahanagar Telephone Nigam Ltd. ...........................   IND             84,400        588,062         0.2
    TELECOM - OTHER
  Portugal Telecom S.A. - Registered .......................   PORT            13,630        559,388         0.2
    TELEPHONE NETWORKS
  Sonae Investimentos-Sociedade Gestora de Participacoes
   Sociais S.A. ............................................   PORT            14,423        539,017         0.2
    RETAILERS-OTHER
  Migros Turk T.A.S. .......................................   TRKY           479,400        503,132         0.2
    RETAILERS-FOOD
  Investec-Consultoria Internacional S.A.-/- ...............   PORT            15,692        490,933         0.2
    BROADCASTING & PUBLISHING
  Super Sol Ltd. ...........................................   ISRL           127,545        367,036         0.2
    RETAILERS-FOOD
  Advanced Info. Service - Foreign .........................   THAI            68,300        366,985         0.2
    WIRELESS COMMUNICATIONS
  Indian Hotels Co., Ltd. ..................................   IND                 --             --         0.1
    LEISURE & TOURISM
    GDR-/- {\/} ............................................   --              20,200        348,450          --
    Common .................................................   --               3,000         48,573          --
  Konsortium Perkapalan Bhd. ...............................   MAL            182,000        341,694         0.1
    TRANSPORTATION - SHIPPING
  Pakistan Telecommunications Co., Ltd. - GDR-/- {\/} ......   PAK              3,700        299,700         0.1
    TELEPHONE NETWORKS
  Guangshen Railway Co., Ltd. ..............................   HK             924,000        286,882         0.1
    TRANSPORTATION - ROAD & RAIL
  Vimpel-Communications - ADR-/- {\/} ......................   RUS              8,500        278,375         0.1
    WIRELESS COMMUNICATIONS
  BEC World Public Co., Ltd. - Foreign .....................   THAI            53,000        276,866         0.1
    BROADCASTING & PUBLISHING
  Estabelecimentos Jeronimo Martins & Filho, Sociedade
   Gestora de Participacoes Sociais S.A. ...................   PORT             4,141        270,885         0.1
    RETAILERS-OTHER
  Himachal Futuristic Communications Ltd. ..................   IND            450,000        241,423         0.1
    TELECOM - OTHER
  PT Matahari Putra Prima ..................................   INDO         1,109,000        216,240         0.1
    RETAILERS-APPAREL
                                                                                        ------------
                                                                                          38,227,406
                                                                                        ------------
Materials/Basic Industry (15.5%)
  Kimberly-Clark de Mexico, S.A. de C.V. "A" ...............   MEX          1,012,344      4,461,588         1.8
    PAPER/PACKAGING
  SA Iron & Steel Industrial Corp., Ltd. (ISCOR) ...........   SAFR         6,948,244      3,611,353         1.5
    METALS - STEEL
  Suez Cement Co. - Reg S GDR{c} {\/} ......................   EGPT           169,935      3,526,151         1.5
    CEMENT
  Sappi Ltd. ...............................................   SAFR           427,859      2,713,035         1.1
    FOREST PRODUCTS
  Helwan Portland Cement Co.-/- ............................   EGPT           104,210      2,199,138         0.9
    CEMENT
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F5
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                            COUNTRY       SHARES        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
Materials/Basic Industry (Continued)
  Ameriyah Cement Co.-/- ...................................   EGPT            84,386   $  2,134,469         0.9
    CEMENT
  Industrias Penoles S.A. (CP) .............................   MEX            452,187      1,800,625         0.7
    METALS - NON-FERROUS
  Torah Portland Cement Co.-/- .............................   EGPT            60,900      1,665,794         0.7
    CEMENT
  De Beers Centenary AG - Linked Unit ......................   SAFR            68,900      1,644,432         0.7
    MISC. MATERIALS & COMMODITIES
  Apasco S.A. ..............................................   MEX            254,481      1,554,315         0.6
    CEMENT
  North Cairo Flour Mills-/- ...............................   EGPT            30,170      1,313,282         0.5
    MISC. MATERIALS & COMMODITIES
  Helioplis Housing-/- .....................................   EGPT             8,500      1,162,750         0.5
    BUILDING MATERIALS & COMPONENTS
  Pannonplast Rt. ..........................................   HGRY            18,188        999,145         0.4
    MISC. MATERIALS & COMMODITIES
  Pohang Iron & Steel Co., Ltd.: ...........................   KOR                 --             --         0.5
    METALS - STEEL
    ADR{\/} ................................................   --              52,475        852,719          --
    Common .................................................   --               2,580        114,060          --
  Paints & Chemical Industry-/- ............................   EGPT            20,500        687,413         0.3
    CHEMICALS
  Grupo Industrial Minera Mexico "L" .......................   MEX            231,300        686,975         0.3
    METALS - NON-FERROUS
  Cimpor-Cimentos de Portugal, SGPS S.A. ...................   PORT            23,585        597,004         0.2
    CEMENT
  Cosco Pacific Ltd. .......................................   HK             462,000        537,904         0.2
    PAPER/PACKAGING
  Hindalco Industries Ltd. .................................   IND             19,350        505,218         0.2
    METALS - NON-FERROUS
  Siam Cement Co., Ltd. - Foreign ..........................   THAI            57,200        486,627         0.2
    CEMENT
  Israel Chemicals Ltd. ....................................   ISRL           386,976        485,117         0.2
    CHEMICALS
  Maanshan Iron and Steel Co. "H"+X+ .......................   CHNA         2,874,000        457,312         0.2
    METALS - STEEL
  Sociedad Quimica y Minera de Chile S.A. - ADR{\/} ........   CHLE             8,500        440,938         0.2
    CHEMICALS
  PT Aneka Tambang-/- ......................................   INDO           940,000        366,574         0.2
    METALS - NON-FERROUS
  Dhan Fibres Ltd.-/- ......................................   PAK          4,273,000        325,286         0.1
    CHEMICALS
  Turk Sise ve Cam Fabrikalari AS-/- .......................   TRKY         3,564,000        306,035         0.1
    GLASS
  HI Cement Corp. ..........................................   PHIL         3,197,000        291,464         0.1
    CEMENT
  Engro Chemicals Pakistan Ltd. ............................   PAK             85,412        269,787         0.1
    CHEMICALS
  Agros Holding S.A.-/- ....................................   POL             11,876        249,123         0.1
    MISC. MATERIALS & COMMODITIES
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F6
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                            COUNTRY       SHARES        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
Materials/Basic Industry (Continued)
  Cahya Mata Sarawak Bhd. ..................................   MAL            229,000   $    222,878         0.1
    BUILDING MATERIALS & COMPONENTS
  Compania de Minas Buenaventura S.A. - ADR{\/} ............   PERU            11,800        211,663         0.1
    METALS - NON-FERROUS
  PT Indah Kiat Pulp & Paper Corp. Tbk .....................   INDO           517,000        198,015         0.1
    PAPER/PACKAGING
  Associated Cement Cos., Ltd. .............................   IND              5,086        163,542         0.1
    CEMENT
  Fauji Fertilizer Co., Ltd. ...............................   PAK             71,900        160,119         0.1
    MISC. MATERIALS & COMMODITIES
  Dewan Salman Fibre Ltd.-/- ...............................   PAK                  4              3          --
    CHEMICALS
                                                                                        ------------
                                                                                          37,401,853
                                                                                        ------------
Finance (15.1%)
  State Bank of India Ltd. .................................   IND            646,650      4,679,037         1.9
    BANKS-REGIONAL
  Uniao Bancos Brasileiras "A" Preferred ...................   BRZL       155,867,458      3,956,070         1.6
    BANKS-MONEY CENTER
  ABSA Group Ltd. ..........................................   SAFR           631,687      3,742,844         1.5
    BANKS-REGIONAL
  Egyptian American Bank SAE-/- ............................   EGPT            72,790      2,344,266         1.0
    BANKS-MONEY CENTER
  Administradora de Fondos de Pensiones Provida S.A. -
   ADR{\/} .................................................   CHLE           114,258      1,913,822         0.8
    INVESTMENT MANAGEMENT
  Malayan Banking Bhd. .....................................   MAL            401,800      1,556,990         0.6
    BANKS-MONEY CENTER
  Banco LatinoAmericano de Exportaciones S.A. (Bladex)
   "E"{\/} .................................................   PAN             36,337      1,444,396         0.6
    OTHER FINANCIAL
  Global Menkul Degerler AS-/- .............................   TRKY        60,574,257      1,403,558         0.6
    SECURITIES BROKER
  Banco de A. Edwards - ADR{\/} ............................   CHLE            74,184      1,288,947         0.5
    BANKS-MONEY CENTER
  Credicorp Ltd. - ADR{\/} .................................   PERU            67,200      1,205,400         0.5
    BANKS-MONEY CENTER
  Aksigorta A.S. ...........................................   TRKY        14,655,000      1,138,555         0.5
    INSURANCE - MULTI-LINE
  Commercial International Bank ............................   EGPT                --             --         0.4
    BANKS-MONEY CENTER
    144A GDR{.} {\/} .......................................   --              37,000        804,750          --
    Common .................................................   --              14,000        323,853          --
  Liberty Life Association of Africa Ltd. ..................   SAFR            36,900        920,582         0.4
    INSURANCE-LIFE
  Banco Frances del Rio de la Plata S.A. - ADR{\/} .........   ARG             34,978        861,333         0.4
    BANKS-MONEY CENTER
  Turkiye Is Bankasi (Isbank) "C" ..........................   TRKY         8,527,300        825,208         0.3
    BANKS-MONEY CENTER
  Kookmin Bank - GDR-/- {\/} ...............................   KOR            100,650        644,160         0.3
    BANKS-MONEY CENTER
  BPI-SGPS S.A. ............................................   PORT            27,269        613,475         0.3
    BANKS-MONEY CENTER
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F7
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                            COUNTRY       SHARES        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
Finance (Continued)
  Thai Farmers Bank Public Co., Ltd. - Foreign .............   THAI           205,700   $    562,861         0.2
    BANKS-REGIONAL
  SM Prime Holdings, Inc. ..................................   PHIL         2,860,800        505,326         0.2
    REAL ESTATE
  Yapi ve Kredi Bankasi AS .................................   TRKY        16,419,347        501,299         0.2
    BANKS-REGIONAL
  C.G. Smith Ltd. ..........................................   SAFR           109,100        476,320         0.2
    INVESTMENT MANAGEMENT
  Nedcor Ltd. ..............................................   SAFR            22,000        461,954         0.2
    BANKS-REGIONAL
  Bank Hapoalim Ltd. .......................................   ISRL           191,250        452,638         0.2
    BANKS-REGIONAL
  Metroplex Bhd. ...........................................   MAL          1,242,000        432,779         0.2
    REAL ESTATE
  JSC Kazkommertsbank Co. - GDR-/- {\/} ....................   KAZ             19,530        410,130         0.2
    BANKS-REGIONAL
  Muslim Commercial Bank Ltd.-/- ...........................   PAK            379,600        388,174         0.2
    BANKS-MONEY CENTER
  Bank Leumi Le - Israel ...................................   ISRL           242,645        372,565         0.2
    BANKS-REGIONAL
  Turkiye Garanti Bankasi AS ...............................   TRKY         6,533,800        338,410         0.1
    BANKS-REGIONAL
  Bank Slaski S.A. .........................................   POL              5,773        336,758         0.1
    BANKS-MONEY CENTER
  Belle Corp.-/- ...........................................   PHIL         3,542,000        322,917         0.1
    REAL ESTATE
  Ayala Land, Inc. "B" .....................................   PHIL           670,000        262,464         0.1
    REAL ESTATE
  Banco Santander Chile - ADR{\/} ..........................   CHLE            18,800        244,400         0.1
    BANKS-REGIONAL
  Land and House Public Co., Ltd. - Foreign ................   THAI           273,000        237,687         0.1
    REAL ESTATE
  Malaysian Assurance Alliance Bhd. ........................   MAL             79,100        142,565         0.1
    INSURANCE - MULTI-LINE
  Bangkok Bank Public Co., Ltd. - Foreign ..................   THAI            39,600        137,910         0.1
    BANKS-MONEY CENTER
  C & P Homes, Inc. ........................................   PHIL         1,487,000        112,266         0.1
    REAL ESTATE
  HDFC Bank Ltd. ...........................................   IND                500          1,118          --
    BANKS-MONEY CENTER
  Housing Development Finance Corp.-/- .....................   IND                  5            422          --
    OTHER FINANCIAL
                                                                                        ------------
                                                                                          36,368,209
                                                                                        ------------
Consumer Non-Durables (9.0%)
  South African Breweries Ltd. .............................   SAFR           158,112      4,207,554         1.7
    BEVERAGES - ALCOHOLIC
  Fomento Economico Mexicano, S.A. de C.V. "B" .............   MEX            530,710      3,749,927         1.5
    BEVERAGES - ALCOHOLIC
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F8
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                            COUNTRY       SHARES        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
Consumer Non-Durables (Continued)
  Gruma S.A. "B"-/- ........................................   MEX            678,283   $  2,664,393         1.1
    FOOD
  Eastern Tobacco Co.-/- ...................................   EGPT            99,245      2,488,422         1.0
    TOBACCO
  Companhia Cervejaria Brahma Preferred ....................   BRZL         3,909,129      2,446,752         1.0
    BEVERAGES - ALCOHOLIC
  C.G. Smith Foods Ltd. ....................................   SAFR           123,000      1,764,449         0.7
    FOOD
  A-Ahram Beverages Co. S.A.E. - 144A GDR{.} -/- {\/} ......   EGPT            48,235      1,326,463         0.5
    BEVERAGES - ALCOHOLIC
  Embotelladora Andina S.A. "B" - ADR{\/} ..................   CHLE            51,047      1,046,464         0.4
    BEVERAGES - NON-ALCOHOLIC
  San Miguel Corp. "B" .....................................   PHIL           877,800        987,838         0.4
    BEVERAGES - ALCOHOLIC
  Compania Cervecerias Unidas S.A. ADR{\/} .................   CHLE            30,046        732,371         0.3
    BEVERAGES - ALCOHOLIC
  Graboplast Rt. (Australian Certificates) .................   HGRY            10,319        556,323         0.2
    OTHER CONSUMER GOODS
  Kuala Lumpur Kepong Bhd. .................................   MAL            108,000        259,537         0.1
    OTHER CONSUMER GOODS
  Zaklady Piwowarskie w Zywcu S.A. (Zywiec) ................   POL              3,416        255,218         0.1
    BEVERAGES - ALCOHOLIC
  La Tondena Distillers, Inc. ..............................   PHIL           149,400         91,513          --
    BEVERAGES - ALCOHOLIC
                                                                                        ------------
                                                                                          22,577,224
                                                                                        ------------
Technology (3.7%)
  Asustek Computer Inc. - Reg. S GDR-/- {c} {\/} ...........   TWN            695,564      8,503,270         3.5
    COMPUTERS & PERIPHERALS
  Clal Electronics Industries Ltd. .........................   ISRL             2,159        312,828         0.1
    SEMICONDUCTORS
  LG Information & Communication ...........................   KOR              1,956        112,470         0.1
    TELECOM TECHNOLOGY
                                                                                        ------------
                                                                                           8,928,568
                                                                                        ------------
Capital Goods (2.5%)
  New World Infrastructure Ltd.-/- .........................   HK             929,000      1,838,771         0.8
    CONSTRUCTION
  Cheung Kong Infrastructure Holdings ......................   HK             586,000      1,516,171         0.6
    CONSTRUCTION
  United Engineers Ltd. ....................................   MAL            318,000        754,641         0.3
    CONSTRUCTION
  Irkutskenergo - ADR-/- {\/} ..............................   RUS             48,200        650,700         0.3
    ELECTRICAL PLANT/EQUIPMENT
  Daewoo Heavy Industries ..................................   KOR             86,000        501,667         0.2
    INDUSTRIAL COMPONENTS
  Elektrim Spolka Akcyjna S.A. .............................   POL             45,830        431,961         0.2
    ELECTRICAL PLANT/EQUIPMENT
  ECI Telecommunications Ltd.{\/} ..........................   ISRL             9,100        251,388         0.1
    TELECOM EQUIPMENT
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F9
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                            COUNTRY       SHARES        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
Capital Goods (Continued)
  Sungmi Telecom Electronics Co. ...........................   KOR                189   $      9,247          --
    TELECOM EQUIPMENT
  Gujarat Telephone Cables-/- ..............................   IND              6,200            853          --
    TELECOM EQUIPMENT
                                                                                        ------------
                                                                                           5,955,399
                                                                                        ------------
Consumer Durables (2.3%)
  Bajaj Auto Ltd. - GDR{\/} ................................   IND             81,000      1,441,800         0.6
    AUTO PARTS
  Arcelik AS ...............................................   TRKY         9,393,800      1,049,901         0.4
    APPLIANCES & HOUSEHOLD DURABLES
  Qingling Motors Co., Ltd.+X+ .............................   CHNA         1,475,000        963,616         0.4
    AUTOMOBILES
  Tata Engineering and Locomotive Co., Ltd. ................   IND            107,410        941,208         0.4
    AUTOMOBILES
  Samsung Electronics Co.: .................................   KOR                 --             --         0.3
    CONSUMER ELECTRONICS
    Common .................................................   --              14,801        586,279          --
    144A GDR{.} -/- {\/} ...................................   --               8,200        166,050          --
  PT Astra International, Inc. .............................   INDO           592,000        441,114         0.2
    AUTOMOBILES
                                                                                        ------------
                                                                                           5,589,968
                                                                                        ------------
Health Care (1.8%)
  Ranbaxy Laboratories Ltd. ................................   IND             75,000      1,460,918         0.6
    MEDICAL TECHNOLOGY & SUPPLIES
  Richter Gedeon Rt. - Reg S GDR{c} {\/} ...................   HGRY            14,046      1,306,278         0.5
    PHARMACEUTICALS
  Teva Pharmaceutical Industries Ltd. ......................   ISRL            16,640        774,717         0.3
    PHARMACEUTICALS
  Egypt International Pharmaceutical Industries Co.
   (EIPICO) ................................................   EGPT            10,000        723,529         0.3
    PHARMACEUTICALS
  PT Kalbe Farma ...........................................   INDO           524,000        321,114         0.1
    PHARMACEUTICALS
  Core Healthcare ..........................................   IND                 50             20          --
    PHARMACEUTICALS
                                                                                        ------------
                                                                                           4,586,576
                                                                                        ------------       -----
 
TOTAL EQUITY INVESTMENTS (cost $277,841,143) ...............                             243,493,543       100.2
                                                                                        ------------       -----
<CAPTION>
 
                                                                            NO. OF         VALUE         % OF NET
RIGHTS                                                        COUNTRY       RIGHTS        (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
  PT Matahari Putra Prima Rights, expire 12/3/97 ...........   INDO                --        123,565         0.1
    RETAILERS-APPAREL
  Telecomunicacoes de Sao Paulo S.A. (TELESP) Rights, expire
   11/12/97 ................................................   BRZL                --            224          --
    TELEPHONE NETWORKS
                                                                                        ------------       -----
 
TOTAL RIGHTS (cost $0) .....................................                                 123,789         0.1
                                                                                        ------------       -----
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F10
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                            NO. OF         VALUE         % OF NET
WARRANTS                                                      COUNTRY      WARRANTS       (NOTE 1)        ASSETS
- ------------------------------------------------------------  --------   ------------   ------------   -------------
<S>                                                           <C>        <C>            <C>            <C>
  Belle Corp. Warrants, expire 2002 (cost $0) ..............   PHIL           708,400   $        131          --
    OIL
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $277,841,143)  * ...................                             243,617,463       100.3
Other Assets and Liabilities ...............................                                (716,414)       (0.3)
                                                                                        ------------       -----
 
NET ASSETS .................................................                            $242,901,049       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
       {\/}  U.S. currency denominated.
        +X+  Denominated in Hong Kong Dollars.
        {.}  Security exempt from registration under Rule 144A of the Securities
             Act of 1933. These securities may be resold in transactions exempt
             from registration, normally to qualified institutional buyers.
        {c}  Security issued under Regulation S. Rule 144A and additional
             restrictions may apply in the resale of such securities.
          *  For Federal income tax purposes, cost is $279,135,649 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  17,948,897
                 Unrealized depreciation:           (53,467,083)
                                                  -------------
                 Net unrealized depreciation:     $ (35,518,186)
                                                  -------------
                                                  -------------
</TABLE>
 
    Abbreviations:
    ADR--American Depository Receipt
    GDR--Global Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F11
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
The Fund's Portfolio of Investments at October 31, 1997, was concentrated in the
following countries:
 
<TABLE>
<CAPTION>
                                               PERCENTAGE OF NET ASSETS {D}
                                        -------------------------------------------
                                                 FIXED INCOME,
                                                   RIGHTS &      SHORT-TERM
COUNTRY (COUNTRY CODE/CURRENCY CODE)    EQUITY     WARRANTS       & OTHER     TOTAL
- --------------------------------------  ------   -------------   ----------   -----
<S>                                     <C>      <C>             <C>          <C>
Argentina (ARG/ARS) ..................    1.8                                   1.8
Brazil (BRZL/BRL) ....................   12.3                                  12.3
Chile (CHLE/CLP) .....................    6.4                                   6.4
China (CHNA/RMB) .....................    0.6                                   0.6
Egypt (EGPT/EGP) .....................    9.0                                   9.0
Hong Kong (HK/HKD) ...................    3.0                                   3.0
Hungary (HGRY/HUF) ...................    1.6                                   1.6
India (IND/INR) ......................    5.4                                   5.4
Indonesia (INDO/IDR) .................    3.7         0.1                       3.8
Ireland (IRE/IEP) ....................    0.6                                   0.6
Israel (ISRL/ILS) ....................    1.6                                   1.6
Kazakhstan (KAZ/KTS) .................    0.2                                   0.2
Korea (KOR/KRW) ......................    1.6                                   1.6
Malaysia (MAL/MYR) ...................    2.3                                   2.3
Mexico (MEX/MXN) .....................   10.7                                  10.7
Pakistan (PAK/PKR) ...................    1.2                                   1.2
Panama (PAN/PND) .....................    0.6                                   0.6
Peru (PERU/PES) ......................    1.4                                   1.4
Philippines (PHIL/PHP) ...............    1.3                                   1.3
Poland (POL/PLZ) .....................    0.5                                   0.5
Portugal (PORT/PTE) ..................    1.2                                   1.2
Romania (ROM/ROL) ....................    0.3                                   0.3
Russia (RUS/SUR) .....................    4.0                                   4.0
South Africa (SAFR/ZAR) ..............   15.4                                  15.4
Sri Lanka (SLNKA/LKR) ................    0.4                                   0.4
Taiwan (TWN/TWD) .....................    3.5                                   3.5
Thailand (THAI/THB) ..................    1.8                                   1.8
Turkey (TRKY/TRL) ....................    2.7                                   2.7
United Kingdom (UK/GBP) ..............    0.9                                   0.9
United States (US/USD) ...............                              (0.3)      (0.3)
Venezuela (VENZ/VEB) .................    2.9                                   2.9
Zimbabwe (ZBBW/ZWD) ..................    1.3                                   1.3
                                        ------      -----          -----      -----
Total  ...............................  100.2         0.1           (0.3)     100.0
                                        ------      -----          -----      -----
                                        ------      -----          -----      -----
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $242,901,049.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F12
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                              STATEMENT OF ASSETS
                                 AND LIABILITIES
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                               <C>         <C>
Assets:
  Investments in securities, at value (cost $277,841,143) (Note 1)..........................  $243,617,463
  U.S. currency.................................................................  $  136,655
  Foreign currencies (cost $10,678,505).........................................  10,060,667   10,197,322
                                                                                  ----------
  Receivable for securities sold............................................................    7,396,760
  Receivable for Fund shares sold...........................................................    1,950,008
  Dividends receivable......................................................................      337,748
                                                                                              -----------
    Total assets............................................................................  263,499,301
                                                                                              -----------
Liabilities:
  Payable for securities purchased..........................................................   12,193,150
  Payable for loan outstanding (Note 1).....................................................    6,184,000
  Payable for Fund shares repurchased.......................................................    1,396,848
  Payable for investment management and administration fees (Note 2)........................      246,040
  Payable for service and distribution expenses (Note 2)....................................      199,887
  Payable for printing and postage expenses.................................................      140,103
  Payable for transfer agent fees (Note 2)..................................................      104,492
  Payable for custodian fees (Note 1).......................................................       43,774
  Payable for professional fees.............................................................       42,768
  Payable for registration and filing fees..................................................       23,221
  Payable for fund accounting fees (Note 2).................................................        6,498
  Payable for Directors' fees and expenses (Note 2).........................................        4,348
  Other accrued expenses....................................................................       13,123
                                                                                              -----------
    Total liabilities.......................................................................   20,598,252
                                                                                              -----------
Net assets..................................................................................  $242,901,049
                                                                                              -----------
                                                                                              -----------
Class A:
Net asset value and redemption price per share ($113,318,585 DIVIDED BY 9,291,855 shares
 outstanding)...............................................................................  $     12.20
                                                                                              -----------
                                                                                              -----------
Maximum offering price per share (100/95.25 of $12.20) *....................................  $     12.81
                                                                                              -----------
                                                                                              -----------
Class B:+
Net asset value and offering price per share ($127,658,086 DIVIDED BY 10,694,937 shares
 outstanding)...............................................................................  $     11.94
                                                                                              -----------
                                                                                              -----------
Advisor Class:
Net asset value, offering price per share, and redemption price per share ($1,924,378
 DIVIDED BY 156,831 shares outstanding).....................................................  $     12.27
                                                                                              -----------
                                                                                              -----------
Net assets consist of:
  Paid in capital (Note 4)..................................................................  $289,238,339
  Accumulated net realized loss on investments and foreign currency transactions............  (11,492,948)
  Net unrealized depreciation on translation of assets and liabilities in foreign
   currencies...............................................................................     (620,662)
  Net unrealized depreciation of investments................................................  (34,223,680)
                                                                                              -----------
Total -- representing net assets applicable to capital shares outstanding...................  $242,901,049
                                                                                              -----------
                                                                                              -----------
<FN>
- --------------
   * On sales of $50,000 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.
 
                                      F13
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                            STATEMENT OF OPERATIONS
 
                          Year ended October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                              <C>          <C>
Investment income: (Note 1)
  Dividend income (net of foreign withholding tax of $260,697)..............................  $ 7,205,935
  Interest income...........................................................................    1,168,490
                                                                                              -----------
    Total investment income.................................................................    8,374,425
                                                                                              -----------
Expenses:
  Investment management and administration fees (Note 2)....................................    3,907,922
  Service and distribution expenses: (Note 2)
    Class A....................................................................  $   977,082
    Class B....................................................................    2,022,092    2,999,174
                                                                                 -----------
  Transfer agent fees (Note 2)..............................................................    1,516,844
  Custodian fees (Note 1)...................................................................      349,533
  Printing and postage expenses.............................................................      237,674
  Registration and filing fees..............................................................      113,378
  Fund accounting fees (Note 2).............................................................      103,144
  Audit fees................................................................................       72,348
  Legal fees................................................................................       35,687
  Amortization of organization costs (Note 1)...............................................       16,342
  Directors' fees and expenses (Note 2).....................................................       13,636
  Other expenses (Note 1)...................................................................      385,661
                                                                                              -----------
    Total expenses before reductions........................................................    9,751,343
                                                                                              -----------
      Expense reductions (Notes 1 & 5)......................................................     (326,286)
                                                                                              -----------
    Total net expenses......................................................................    9,425,057
                                                                                              -----------
Net investment loss.........................................................................   (1,050,632)
                                                                                              -----------
Net realized and unrealized gain (loss) on investments and foreign currencies:
  (Note 1)
  Net realized gain on investments.............................................   29,128,765
  Net realized loss on foreign currency transactions...........................   (3,014,870)
                                                                                 -----------
    Net realized gain during the year.......................................................   26,113,895
  Net change in unrealized depreciation on translation of assets and
   liabilities in foreign currencies...........................................     (282,179)
  Net change in unrealized depreciation of investments.........................  (52,070,476)
                                                                                 -----------
    Net unrealized depreciation during the year.............................................  (52,352,655)
                                                                                              -----------
Net realized and unrealized loss on investments and foreign currencies......................  (26,238,760)
                                                                                              -----------
Net decrease in net assets resulting from operations........................................  $(27,289,392)
                                                                                              -----------
                                                                                              -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F14
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                      STATEMENTS OF CHANGES IN NET ASSETS
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                               YEAR ENDED      YEAR ENDED
                                                                              OCTOBER 31,     OCTOBER 31,
                                                                                  1997            1996
                                                                             --------------  --------------
<S>                                                                          <C>             <C>
Decrease in net assets
Operations:
  Net investment income (loss).............................................  $   (1,050,632) $    2,628,437
  Net realized gain (loss) on investments and foreign currency
   transactions............................................................      26,113,895      (5,528,958)
  Net change in unrealized appreciation (depreciation) on translation of
   assets and liabilities in foreign currencies............................        (282,179)         31,246
  Net change in unrealized appreciation (depreciation) of investments......     (52,070,476)     22,530,391
                                                                             --------------  --------------
    Net increase (decrease) in net assets resulting from operations........     (27,289,392)     19,661,116
                                                                             --------------  --------------
Class A:
Distributions to shareholders: (Note 1)
  From net investment income...............................................         (37,319)             --
  In excess of net investment income.......................................        (104,807)             --
Advisor Class:
Distributions to shareholders: (Note 1)
  From net investment income...............................................          (4,161)             --
  In excess of net investment income.......................................         (11,686)             --
                                                                             --------------  --------------
    Total distributions....................................................        (157,973)             --
                                                                             --------------  --------------
Capital share transactions: (Note 4)
  Increase from capital shares sold and reinvested.........................   1,140,272,411   1,443,673,824
  Decrease from capital shares repurchased.................................  (1,314,030,266) (1,499,221,358)
                                                                             --------------  --------------
    Net decrease from capital share transactions...........................    (173,757,855)    (55,547,534)
                                                                             --------------  --------------
Total decrease in net assets...............................................    (201,205,220)    (35,886,418)
Net assets:
  Beginning of year........................................................     444,106,269     479,992,687
                                                                             --------------  --------------
  End of year *............................................................  $  242,901,049  $  444,106,269
                                                                             --------------  --------------
                                                                             --------------  --------------
  * Includes undistributed net investment income of........................  $           --  $       41,480
                                                                             --------------  --------------
                                                                             --------------  --------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F15
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each 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 OCTOBER 31,
                                          ----------------------------------------------------------
                                           1997 (D)    1996 (D)    1995 (D)      1994        1993
                                          ----------  ----------  ----------  ----------  ----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   14.26   $   13.85   $   18.81   $   14.42   $   11.10
                                          ----------  ----------  ----------  ----------  ----------
Income from investment operations:
  Net investment income (loss)..........         --        0.11        0.13       (0.02)       0.02*
  Net realized and unrealized gain
   (loss) on investments................      (2.05)       0.30       (4.32)       4.68        3.38
                                          ----------  ----------  ----------  ----------  ----------
    Net increase (decrease) from
     investment operations..............      (2.05)       0.41       (4.19)       4.66        3.40
                                          ----------  ----------  ----------  ----------  ----------
Distributions to shareholders:
  From net investment income............         --          --          --       (0.01)      (0.08)
  From net realized gain on
   investments..........................         --          --       (0.77)      (0.26)         --
  In excess of net investment income....      (0.01)         --          --          --          --
                                          ----------  ----------  ----------  ----------  ----------
    Total distributions.................      (0.01)         --       (0.77)      (0.27)      (0.08)
                                          ----------  ----------  ----------  ----------  ----------
Net asset value, end of period..........  $   12.20   $   14.26   $   13.85   $   18.81   $   14.42
                                          ----------  ----------  ----------  ----------  ----------
                                          ----------  ----------  ----------  ----------  ----------
 
Total investment return (c).............     (14.45)%      2.96%     (23.04)%     32.58%      30.90%
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 113,319   $ 224,964   $ 252,457   $ 417,322   $ 187,808
Ratio of net investment income (loss) to
 average net assets.....................      (0.01)%      0.76%       0.89%      (0.11)%       0.1%*
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................       2.10%       1.96%       2.12%       2.06%        2.4%*
  Without expense reductions............       2.18%       2.08%       2.14%        N/A         N/A
Portfolio turnover rate++++.............        150%        104%        114%        100%         99%
Average commission rate per share paid
 on portfolio transactions++++..........  $  0.0015   $  0.0040         N/A         N/A         N/A
</TABLE>
 
- ----------------
 
  +  All capital shares issued and outstanding as of March 31, 1993, were
     reclassified as Class A shares.
 ++  Commencing April 1, 1993, the Fund began offering Class B shares.
+++  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
++++ Portfolio turnover rate and average commission rate are calculated on
     the basis of the Fund as a whole without distinguishing between the
     classes of shares issued.
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  *  Includes reimbursement by Chancellor LGT Asset Management, Inc. of
     Fund operating expenses of $0.02 for the year ended October 31, 1993.
     Without such reimbursements, the expense ratios would have been 2.61%
     and the ratio of net investment income to average net assets would
     have been 0.36% (See Note 2).
 * * Includes reimbursement by Chancellor LGT Asset Management, Inc. of
     Fund operating expenses of $0.02. Without such reimbursements, the
     expense ratio would have been 3.63% and the ratio of net investment
     income to average net assets would have been (0.76%) (see Note 2).
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F16
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                         FINANCIAL HIGHLIGHTS  (cont'd)
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout each period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.
<TABLE>
<CAPTION>
                                                                   CLASS B++
                                          -----------------------------------------------------------
                                                                                           APRIL 1,
                                                                                             1993
                                                      YEAR ENDED OCTOBER 31,                  TO
                                          ----------------------------------------------  OCTOBER 31,
                                           1997 (D)    1996 (D)    1995 (D)      1994        1993
                                          ----------  ----------  ----------  ----------  -----------
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....  $   14.02   $   13.68   $   18.68   $   14.39    $   11.47
                                          ----------  ----------  ----------  ----------  -----------
Income from investment operations:
  Net investment income (loss)..........      (0.08)       0.04        0.06       (0.12)        0.00**
  Net realized and unrealized gain
   (loss) on investments................      (2.00)       0.30       (4.29)       4.67         2.92
                                          ----------  ----------  ----------  ----------  -----------
    Net increase (decrease) from
     investment operations..............      (2.08)       0.34       (4.23)       4.55         2.92
                                          ----------  ----------  ----------  ----------  -----------
Distributions to shareholders:
  From net investment income............         --          --          --          --           --
  From net realized gain on
   investments..........................         --          --       (0.77)      (0.26)          --
  In excess of net investment income....         --          --          --          --           --
                                          ----------  ----------  ----------  ----------  -----------
    Total distributions.................         --          --       (0.77)      (0.26)          --
                                          ----------  ----------  ----------  ----------  -----------
Net asset value, end of period..........  $   11.94   $   14.02   $   13.68   $   18.68    $   14.39
                                          ----------  ----------  ----------  ----------  -----------
                                          ----------  ----------  ----------  ----------  -----------
 
Total investment return (c).............     (14.91)%      2.49%     (23.37)%     31.77%        25.5%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $ 127,658   $ 216,004   $ 225,861   $ 291,289    $  32,318
Ratio of net investment income (loss) to
 average net assets.....................      (0.51)%      0.26%       0.39%      (0.61)%       (0.4)%**(a)
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................       2.60%       2.46%       2.62%       2.56%         2.9%**(a)
  Without expense reductions............       2.68%       2.58%       2.64%        N/A          N/A
Portfolio turnover rate++++.............        150%        104%        114%        100%          99%
Average commission rate per share paid
 on portfolio transactions++++..........  $  0.0015   $  0.0040         N/A         N/A          N/A
 
<CAPTION>
 
                                                      ADVISOR CLASS+++
                                          ----------------------------------------
                                             YEAR                    JUNE 1, 1995
                                             ENDED      YEAR ENDED        TO
                                          OCTOBER 31,   OCTOBER 31,   OCTOBER 31,
                                           1997 (D)      1996 (D)        1995
                                          -----------   -----------  -------------
<S>                                       <C>           <C>          <C>
Per Share Operating Performance:
Net asset value, beginning of period....   $ 14.38       $   13.88     $   14.71
                                          -----------   -----------  -------------
Income from investment operations:
  Net investment income (loss)..........      0.05            0.18          0.08
  Net realized and unrealized gain
   (loss) on investments................     (2.05)           0.32         (0.91)
                                          -----------   -----------  -------------
    Net increase (decrease) from
     investment operations..............     (2.00)           0.50         (0.83)
                                          -----------   -----------  -------------
Distributions to shareholders:
  From net investment income............     (0.03)             --            --
  From net realized gain on
   investments..........................        --              --            --
  In excess of net investment income....     (0.08)             --            --
                                          -----------   -----------  -------------
    Total distributions.................     (0.11)             --            --
                                          -----------   -----------  -------------
Net asset value, end of period..........   $ 12.27       $   14.38     $   13.88
                                          -----------   -----------  -------------
                                          -----------   -----------  -------------
Total investment return (c).............    (14.05)%          3.60%        (5.71)%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....   $ 1,924       $   3,139     $   1,675
Ratio of net investment income (loss) to
 average net assets.....................      0.49%           1.26%         1.39%(a)
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................      1.60%           1.46%         1.62%(a)
  Without expense reductions............      1.68%           1.58%         1.64%(a)
Portfolio turnover rate++++.............       150%            104%          114%
Average commission rate per share paid
 on portfolio transactions++++..........   $0.0015       $  0.0040           N/A
</TABLE>
 
- ----------------
 
  +  All capital shares issued and outstanding as of March 31, 1993, were
     reclassified as Class A shares.
 ++  Commencing April 1, 1993, the Fund began offering Class B shares.
+++  Commencing June 1, 1995, the Fund began offering Advisor Class shares.
++++ Portfolio turnover rate and average commission rate are calculated on
     the basis of the Fund as a whole without distinguishing between the
     classes of shares issued.
 (a) Annualized
 (b) Not annualized
 (c) Total investment return does not include sales charges.
 (d) These selected per share data were calculated based upon average
     shares outstanding during the period.
  *  Includes reimbursement by Chancellor LGT Asset Management, Inc. of
     Fund operating expenses of $0.02 for the year ended October 31, 1993.
     Without such reimbursements, the expense ratios would have been 2.61%
     and the ratio of net investment income to average net assets would
     have been 0.36% (See Note 2).
 * * Includes reimbursement by Chancellor LGT Asset Management, Inc. of
     Fund operating expenses of $0.02. Without such reimbursements, the
     expense ratio would have been 3.63% and the ratio of net investment
     income to average net assets would have been (0.76%) (see Note 2).
N/A  Not Applicable.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F17
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                                    NOTES TO
                              FINANCIAL STATEMENTS
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
1. SIGNIFICANT ACCOUNTING POLICIES
GT Global Emerging Markets Fund ("Fund") is a separate series of G.T. Investment
Funds, Inc. ("Company"). The Company is organized as a Maryland corporation and
is registered under the Investment Company Act of 1940, as amended ("1940 Act"),
as a diversified, open-end management investment company. The Company has
thirteen 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 service and 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 Funds in the preparation of the
financial statements.
 
(A) PORTFOLIO VALUATION
The Fund calculates the net asset value of 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 in 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 Chancellor LGT Asset
Management, Inc. (the "Manager") to be the primary market.
 
Fixed income investments are valued at the mean of representative quoted bid and
ask prices for such investments or, if such prices are not available, at prices
for investments of comparative maturity, quality and type; however, when GT
Capital deems it appropriate, prices obtained for the day of valuation from a
bond pricing service will be used. Short-term investments are valued at
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
Company's Board of Directors.
 
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 Company's Board of Directors.
 
(B) FOREIGN CURRENCY TRANSLATION
The accounting records are maintained in U.S. dollars. The market values of
foreign securities, currency holdings, and 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 fluctuations
arising from changes in market prices of securities held. Such fluctuations are
included with the net realized and unrealized gain or loss from investments.
 
Reported net realized foreign exchange gains or 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 difference 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 year
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
 
                                      F18
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
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 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 counterparty is unable to meet the terms of the contract or
if the value of the currency changes unfavorably. The Fund may enter into
Forwards 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
marked-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 an over-the-counter option, is valued at the average
of the last bid prices obtained from brokers. 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 securities
and, for a put, requires the Fund to set aside cash, U.S. government securities,
or other liquid, high grade debt 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 would realize a loss in the amount of the cost of the
option. If the Fund enters into a closing sale transaction, the Fund would
realize 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 than 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 October 31, 1997, stocks with an aggregate value of approximately $17,629,705
were on loan to brokers. The loans were secured by cash collateral of
$18,687,600 received by the Fund. 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 the 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 each loan. For
the year ended October 31, 1997, the Fund received fees of $186,729 which were
used to reduce the Fund's custodian and administrative expenses.
 
                                      F19
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
(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 Federal taxes on income, capital
gains, or unrealized appreciation of securities held, and excise tax on income
and capital gains. The Fund currently has a capital loss carryforward of
$10,198,442, of which $5,776,568 expires in 2003 and $4,421,874 expires in 2004.
 
(J) DISTRIBUTIONS TO SHAREHOLDERS
Distributions 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) DEFERRED ORGANIZATIONAL EXPENSES
Expenses incurred by the Fund in connection with its organization, its initial
registration with the Securities and Exchange Commission and with various states
and the initial public offering of its shares aggregated $150,006. These
expenses were being amortized on a straightline basis over a five-year period.
 
(L) 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.
 
(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) 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.
 
(O) LINE OF CREDIT
The Fund, along with certain other funds ("GT Funds") advised or administered by
the Manager, has a line of credit with each of BankBoston and State Street Bank
& Trust Company. The arrangements with the banks allow the Fund and the GT Funds
to borrow an aggregate maximum amount of $200,000,000. The Fund is limited to
borrowing up to 33 1/3% of the value of each Fund's total assets. On October 31,
1997, the Fund had $6,184,000 in loans outstanding.
 
For the year ended October 31, 1997, the weighted average outstanding daily
balance of bank loans (based on the number of days the loans were outstanding)
for the Fund was $9,375,490 with a weighted average interest rate of 6.37%.
Interest expense for the Fund for the year ended October 31, 1997 was $165,714,
included in "Other Expenses" on the Statement of Operations.
 
2. RELATED PARTIES
Chancellor LGT Asset Management, Inc. is the Fund's investment manager and
administrator. Fund pays investment management and administration fees to the
Manager at the annualized rate of 0.975% on the first $500 million of 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.
 
GT Global, Inc. ("GT Global"), an affiliate of the Manager, serves as the Fund's
distributor. The Fund offers Class A, Class B, and Advisor Class shares for
purchase.
 
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. GT Global 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 October 31, 1997, GT Global retained $39,500
of such sales charges. Purchases of Class A shares exceeding $500,000 may be
subject to a contingent deferred sales charge ("CDSC") upon redemption, in
accordance with the Fund's current prospectus. GT Global collected CDSCs in the
amount of $13,158 for the year ended October 31, 1997. GT Global 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, GT Global, 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. For the year ended October 31, 1997, GT Global collected CDSCs in
the amount of $1,581,636. In addition, GT Global makes ongoing shareholder
servicing and trail commission payments to dealers whose clients hold Class B
shares.
 
Pursuant to Rule 12b-1 under the 1940 Act, the Company's Board of Directors has
adopted separate distribution plans with respect to the Fund's Class A shares
("Class A Plan") and Class B shares ("Class B Plan"), pursuant to which the Fund
reimburses GT Global for a portion of its shareholder servicing and distribution
expenses. Under the Class A Plan, the Fund may 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 may pay GT
 
                                      F20
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
Global a distribution fee at the annualized rate of up to 0.50% 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 GT Global's expenditures incurred in
providing services as distributor. All expenses for which GT Global is
reimbursed under the Class A Plan will have been incurred within one year of
such reimbursement.
 
Pursuant to the Fund's Class B Plan, the Fund may 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 GT Global's expenditures incurred in servicing and
maintaining shareholder accounts, and may 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 may be carried forward for reimbursement in subsequent years as long as
that Plan continues in effect.
 
The Manager and GT Global voluntarily have undertaken to limit the Fund's
expenses (exclusive of brokerage commissions, taxes, interest, and extraordinary
expenses) to the maximum annual rate of 2.40% 2.90%, and 1.90% 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 GT Global
of payments under the Class A Plan and/or Class B Plan and/ or reimbursements by
the Manager or GT Global of portions of the Fund's other operating expenses.
 
Effective November 1, 1997, the Manager and GT Global have undertaken to limit
each Fund's expenses (exclusive of brokerage commissions, taxes, interest, and
extraordinary expenses) to the annual rate of 2.00%, 2.50% and 1.50% of the
average daily net assets of the Fund's Class A, Class B and Advisor Class
shares, respectively. This undertaking may be changed or eliminated in the
future.
 
GT Global Investor Services, Inc. ("GT Services"), an affiliate of the Manager
and LGT and GT Global, is the transfer agent of the Fund. For performing
shareholder servicing, reporting, and general transfer agent services, GT
Services receives 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 per exchange fee of $2.25. GT Services also is
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 by
applying 0.03% to the first $5 billion of assets of all registered mutual funds
advised by the Manager and 0.02% to the assets in excess of $5 billion and
allocating the result according to the Fund's average daily net assets.
 
The Company pays each of its Directors who is not an employee, officer or
director of the Manager, GT Global or GT Services $5,000 per year plus $300 for
each meeting of the board or any committee thereof attended by the Director.
 
3. PURCHASES AND SALES OF SECURITIES
For the period then ended October 31, 1997, purchases and sales of investment
securities by the Fund, other than short-term investments, aggregated
$551,048,488 and $663,636,335 respectively. There were no purchases or sales of
U.S. government obligations by the Fund for the year ended October 31, 1997.
 
4. CAPITAL SHARES
At October 31, 1997, there were 6,000,000,000 shares of the Company's common
stock authorized, at $0.0001 par value. Of this amount, 200,000,000 were
classified as shares of the Fund; 400,000,000 were classified as shares of GT
Global Government Income Fund; 200,000,000 were classified as shares of GT
Global Developing Markets Fund; 200,000,000 were classified as shares of GT
Global Health Care Fund; 200,000,000 were classified as shares of GT Global
Strategic Income Fund; 200,000,000 were classified as shares of GT Global
Emerging Markets Fund; 200,000,000 were classified as shares of GT Global
Currency Fund (inactive); 200,000,000 were classified as shares of GT Global
Growth & Income Fund; 200,000,000 were classified as shares of GT Global Small
Companies Fund (inactive); 200,000,000 were classified as shares of GT Global
Latin America Growth Fund; 400,000,000 were classified as shares of GT Global
Telecommunications Fund; 200,000,000 were classified as shares of GT Global High
Income Fund; 200,000,000 were classified as shares of GT Global Financial
Services Fund; 200,000,000 were classified as shares of GT Global Natural
Resources Fund; 200,000,000 were classified as shares of GT Global
Infrastructure Fund; and 200,000,000 were classified as shares of GT Global
Consumer Products and Services Fund. The shares of each of the foregoing series
of the Company were divided equally into two classes, designated Class A and
Class B common stock. With respect to the issuance of Advisor Class shares,
100,000,000 shares were classified as shares of each of the fifteen series of
the Company and designated as Advisor Class common stock. 1,100,000,000 shares
remain unclassified. Transactions in capital shares of the Fund were as follows:
 
                                      F21
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                           CAPITAL SHARE TRANSACTIONS
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                               OCTOBER 31, 1997            OCTOBER 31, 1996
                                          --------------------------  --------------------------
CLASS A                                     SHARES        AMOUNT        SHARES        AMOUNT
- ----------------------------------------  -----------  -------------  -----------  -------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................   57,294,454  $ 859,844,827   75,574,030  $1,106,260,084
Shares issued in connection with
  reinvestment of distributions.........        8,654        123,333           --             --
                                          -----------  -------------  -----------  -------------
                                           57,303,108    859,968,160   75,574,030  1,106,260,084
Shares repurchased......................  (63,783,507)  (962,241,730) (78,034,654) (1,146,692,253)
                                          -----------  -------------  -----------  -------------
Net decrease............................   (6,480,399) $(102,273,570)  (2,460,624) $ (40,432,169)
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                               OCTOBER 31, 1997            OCTOBER 31, 1996
                                          --------------------------  --------------------------
CLASS B                                     SHARES        AMOUNT        SHARES        AMOUNT
- ----------------------------------------  -----------  -------------  -----------  -------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................   16,394,355  $ 245,887,976   22,439,885  $ 323,192,109
Shares repurchased......................  (21,109,926)  (316,251,415) (23,539,619)  (339,644,019)
                                          -----------  -------------  -----------  -------------
Net decrease............................   (4,715,571) $ (70,363,439)  (1,099,734) $ (16,451,910)
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED                  YEAR ENDED
                                               OCTOBER 31, 1997            OCTOBER 31, 1996
                                          --------------------------  --------------------------
ADVISOR CLASS                               SHARES        AMOUNT        SHARES        AMOUNT
- ----------------------------------------  -----------  -------------  -----------  -------------
<S>                                       <C>          <C>            <C>          <C>
Shares sold.............................    2,213,447  $  34,400,471      966,362  $  14,221,631
Shares issued in connection with
  reinvestment of distributions.........        1,106         15,804           --             --
                                          -----------  -------------  -----------  -------------
                                            2,214,553     34,416,275      966,362     14,221,631
Shares repurchased......................   (2,275,943)   (35,537,121)    (868,859)   (12,885,086)
                                          -----------  -------------  -----------  -------------
Net increase (decrease).................      (61,390) $  (1,120,846)      97,503  $   1,336,545
                                          -----------  -------------  -----------  -------------
                                          -----------  -------------  -----------  -------------
</TABLE>
 
5. EXPENSE REDUCTIONS
The Manager has directed certain portfolio trades to brokers who paid a portion
of the Fund's expenses. For the year ended October 31, 1997, the Fund's expenses
were reduced by $139,557 under these arrangements.
 
6. HOLDINGS OF 5% VOTING SECURITIES OF PORTFOLIO COMPANIES
Investments of 5% or more of an issuer's outstanding voting securities by the
Fund are defined in the Investment Company Act of 1940 as an affiliated company.
There were no investments in affiliated companies at October 31, 1997.
 
Transactions during the period with companies that are or were affiliates are as
follows:
 
<TABLE>
<CAPTION>
                                                                                                        NET
                                        PURCHASES                                            SALES    REALIZED  DIVIDEND
                                           COST                                             PROCEEDS    GAIN     INCOME
- ------------------------------------------------------------------------------------------  --------  --------  --------
<S>                                                                                         <C>       <C>       <C>       <C>
Sun Brewing Ltd. - 144A GDR...............................................................        --        --        --        --
</TABLE>
 
                                      F22
<PAGE>
                        GT GLOBAL EMERGING MARKETS FUND
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
                           AIM EMERGING MARKETS FUND
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW,  INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF  INVESTING IN RELATED INDUSTRIES, PLEASE  CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
   
GROWTH FUNDS
    
 
   
/ / GLOBALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    
 
   
AIM INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    
 
   
AIM EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    
 
   
AIM DEVELOPING MARKETS FUND
    
   
Invests in debt and equity securities of developing market issuers
    
 
   
/ / GLOBAL THEME FUNDS
    
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
   
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
    
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
   
Focuses on the worldwide opportunities from the demand for financial services
and products
    
 
   
AIM GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    
 
   
AIM GLOBAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
   
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
    
 
   
/ / REGIONALLY DIVERSIFIED FUNDS
    
 
   
AIM NEW PACIFIC GROWTH FUND
    
   
Offers  access  to the  emerging  and established  markets  of the  Pacific Rim,
excluding Japan
    
 
   
AIM EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in Europe
    
 
   
AIM LATIN AMERICAN GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    
 
   
/ / SINGLE COUNTRY FUNDS
    
 
   
AIM SMALL CAP EQUITY FUND
    
   
Invests in equity securities of small U.S. companies
    
 
   
AIM MID CAP GROWTH FUND
    
   
Concentrates on medium-sized companies in the U.S.
    
 
   
AIM AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
 
   
AIM JAPAN GROWTH FUND
    
   
Provides U.S. investors with direct access to the Japanese market
    
 
   
GROWTH AND INCOME FUND
    
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
   
Invests in blue-chip stocks and government bonds from around the world
    
 
   
INCOME FUNDS
    
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    
 
   
AIM STRATEGIC INCOME FUND
    
   
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
    
 
   
AIM GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    
 
   
AIM FLOATING RATE FUND
    
   
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
    
 
   
MONEY MARKET FUND
    
 
   
AIM DOLLAR FUND
    
   
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
    
 
   
[LOGO]NO DEALER, SALES REPRESENTATIVE OR  OTHER PERSON HAS BEEN AUTHORIZED  TO
  GIVE  ANY INFORMATION  OR TO MAKE  ANY REPRESENTATION NOT  CONTAINED IN THIS
  STATEMENT OF ADDITIONAL INFORMATION AND, IF GIVEN OR MADE, SUCH  INFORMATION
  OR  REPRESENTATION MUST NOT BE RELIED UPON  AS HAVING BEEN AUTHORIZED BY AIM
  EMERGING MARKETS FUND,  AIM INVESTMENT  FUND, INC.,  A I  M ADVISERS,  INC.,
  INVESCO  (NY), INC. OR A I M DISTRIBUTORS, INC. THIS STATEMENT OF ADDITIONAL
  INFORMATION DOES NOT  CONSTITUTE AN  OFFER TO  SELL OR  SOLICITATION OF  ANY
  OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
  PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
    
 
                                                                      EMESX703MC
<PAGE>
   
                          AIM DEVELOPING MARKETS FUND:
                                 ADVISOR CLASS
    
 
   
                        50 California Street, 27th Floor
                            San Francisco, CA 94111
                                 (415) 392-6181
                           Toll Free: (800) 824-1580
    
 
                      Statement of Additional Information
                                  June 1, 1998
 
- --------------------------------------------------------------------------------
 
   
This  Statement of Additional Information relates to the Advisor Class shares of
AIM Developing Markets Fund (the "Fund").  The Fund is a non-diversified  series
of  AIM Investment Funds, Inc. (the "Company"), a registered open-end management
investment company.  On  October 31,  1997,  the  Fund, which  had  no  previous
operating  history,  acquired the  assets and  assumed  the liabilities  of G.T.
Global Developing  Markets Fund,  Inc. (the  "Predecessor Fund"),  a  closed-end
investment  company. This  Statement of Additional  Information, which  is not a
prospectus, supplements  and  should be  read  in conjunction  with  the  Fund's
current  Advisor  Class  Prospectus dated  June  1,  1998, a  copy  of  which is
available without charge by writing to the above address or by calling the  Fund
at the toll-free telephone number listed above.
    
 
   
A  I  M  Advisors,  Inc.  ("AIM")  serves  as  the  investment  manager  of  and
administrator for,  and INVESCO  (NY), Inc.  (the "Sub-adviser")  serves as  the
investment  sub-adviser and sub-administrator  for the Fund.  The distributor of
the Fund's shares is A I  M Distributors, Inc. ("AIM Distributors"). The  Fund's
transfer  agent  is GT  Global  Investor Services,  Inc.  ("GT Services"  or the
"Transfer Agent").
    
 
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                                                                           Page No.
                                                                                                                           --------
<S>                                                                                                                        <C>
Investment Objectives and Policies.......................................................................................      2
Options, Futures and Currency Strategies.................................................................................      7
Risk Factors.............................................................................................................     15
Investment Limitations...................................................................................................     21
Execution of Portfolio Transactions......................................................................................     23
Directors and Executive Officers.........................................................................................     25
Management...............................................................................................................     28
Valuation of Fund Shares.................................................................................................     29
Information Relating to Sales and Redemptions............................................................................     30
Taxes....................................................................................................................     32
Additional Information...................................................................................................     35
Investment Results.......................................................................................................     36
Description of Debt Ratings..............................................................................................     40
Financial Statements.....................................................................................................     42
</TABLE>
    
 
                                     [LOGO]
 
                   Statement of Additional Information Page 1
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                           INVESTMENT OBJECTIVES AND
                                    POLICIES
 
- --------------------------------------------------------------------------------
 
INVESTMENT OBJECTIVES
The  primary investment objective of the Fund is long-term capital appreciation.
Its secondary  investment objective  is income,  to the  extent consistent  with
seeking capital appreciation. The Fund normally invests substantially all of its
assets  in issuers  in the developing  (or "emerging") markets  of Asia, Europe,
Latin America and elsewhere. The Fund does not consider the following  countries
to  be emerging markets: Australia,  Austria, Belgium, Canada, Denmark, England,
Finland, France, Germany, Ireland, Italy,  Japan, the Netherlands, New  Zealand,
Norway,  Spain, Sweden, Switzerland and the  United States. In determining which
countries constitute  emerging markets,  the  Sub-adviser will  consider,  among
other  things,  data, analysis,  and  classification of  countries  published or
disseminated by  the  International  Bank  for  Reconstruction  and  Development
(commonly  known as  the World Bank)  and the  International Finance Corporation
("IFC").
 
SELECTION OF EQUITY INVESTMENTS
For investment  purposes, an  issuer is  typically considered  as located  in  a
particular  country  if it  (a) is  incorporated under  the laws  of or  has its
principal office in that country, or (b) it normally derives 50% or more of  its
total  revenue from  business in that  country. However, these  are not absolute
requirements, and certain  companies incorporated  in a  particular country  and
considered by the Sub-adviser to be located in that country may have substantial
off-shore  operations or subsidiaries and/or export  sales exceeding in size the
assets or sales in that country.
 
In  determining  the  appropriate  distribution  of  investments  among  various
countries  and  geographic  regions  for the  Fund,  the  Sub-adviser ordinarily
considers the following  factors: prospects for  relative economic growth  among
the  different  countries  in which  the  Fund  may invest;  expected  levels of
inflation; government policies influencing business conditions; the outlook  for
currency relationships; and the range of the individual investment opportunities
available to international investors.
 
In  analyzing  companies in  emerging markets  for investment  by the  Fund, the
Sub-adviser ordinarily looks for one  or more of the following  characteristics:
an  above-average earnings  growth per share;  high return  on invested capital;
healthy balance  sheet;  sound financial  and  accounting policies  and  overall
financial  strength;  strong  competitive  advantages;  effective  research  and
product development  and  marketing;  efficient  service;  pricing  flexibility;
strength  of management; and general operating characteristics which will enable
the companies  to  compete successfully  in  their respective  marketplaces.  In
certain countries, governmental restrictions and other limitations on investment
may  affect the maximum percentage of equity ownership in any one company by the
Fund. In addition, in some instances  only special classes of securities may  be
purchased by foreigners and the market prices, liquidity and rights with respect
to those securities may vary from shares owned by nationals.
 
Although  the Fund values  its assets daily  in terms of  U.S. dollars, the Fund
does not intend to convert its holdings of foreign currencies into U.S.  dollars
on a daily basis. The Fund will do so from time to time, and investors should be
aware  of the costs of currency conversion. Although foreign exchange dealers do
not charge  a  fee  for conversion,  they  do  realize a  profit  based  on  the
difference  ("spread") between the  prices at which they  are buying and selling
various currencies. Thus, a dealer may offer  to sell a foreign currency to  the
Fund  at one  rate, while  offering a  lesser rate  of exchange  should the Fund
desire to sell that currency to the dealer.
 
The Fund may be prohibited under the Investment Company Act of 1940, as  amended
("1940 Act"), from purchasing the securities of any foreign company that, in its
most  recent  fiscal year,  derived more  than  15% of  its gross  revenues from
securities-related activities ("securities-related companies").  In a number  of
countries,   commercial  banks  act  as  securities  broker/dealers,  investment
advisers and underwriters or otherwise engage in securities-related  activities,
which  may limit the Fund's ability to hold securities issued by such banks. The
Fund has  obtained an  exemption  from the  Securities and  Exchange  Commission
("SEC") to permit it to invest in certain of these securities subject to certain
restrictions.
 
INVESTMENTS IN OTHER INVESTMENT COMPANIES
The  Fund  may  invest  in the  securities  of  investment  companies (including
investment vehicles or companies  advised by the  Sub-adviser or its  affiliates
("Affiliated  Funds"))  within the  limits of  the  1940 Act.  These limitations
currently provide
 
                   Statement of Additional Information Page 2
<PAGE>
                          AIM DEVELOPING MARKETS FUND
that, in  general, the  Fund  may purchase  shares  of a  closed-end  investment
company  unless (a) such a purchase would cause the Fund to own in the aggregate
more than 3  percent of  the total outstanding  voting stock  of the  investment
company  or (b) such a purchase would cause the Fund to have more than 5 percent
of its total assets invested in the  investment company or more than 10  percent
of  its total assets invested in an  aggregate of all such investment companies.
Investment in  such  investment  companies  may  also  involve  the  payment  of
substantial  premiums above the  value of such  companies' portfolio securities.
The Fund does not intend to invest  in such investment companies unless, in  the
judgment  of the Sub-adviser, the potential benefits of such investments justify
the payment of any  applicable premiums. The return  on such securities will  be
reduced  by  operating  expenses of  such  companies including  payments  to the
investment managers of those investment  companies. With respect to  investments
in  Affiliated Funds, the Sub-adviser waives its advisory fee to the extent that
such fees are based on assets of the Fund invested in Affiliated Funds.
 
DEPOSITORY RECEIPTS
The Fund may hold equity securities of  foreign issuers in the form of  American
Depository  Receipts  ("ADRs"),  American  Depository  Shares  ("ADSs"),  Global
Depository Receipts ("GDRs") and European Depository Receipts ("EDRs"), or other
securities convertible into securities of eligible issuers. These securities may
not necessarily be denominated in the same currency as the securities for  which
they may be exchanged. ADRs and ADSs typically are issued by an American bank or
trust  company  and  evidence ownership  of  underlying securities  issued  by a
foreign corporation.  EDRs,  which  are sometimes  referred  to  as  Continental
Depository  Receipts ("CDRs"), are  issued in Europe  typically by foreign banks
and trust  companies  and  evidence  ownership of  either  foreign  or  domestic
securities.  GDRs  are similar  to  EDRs and  are  designed for  use  in several
international financial markets. Generally, ADRs and ADSs in registered form are
designed for use in United States securities markets and EDRs in bearer form are
designed for use  in European  securities markets.  For purposes  of the  Fund's
investment policies, the Fund's investments in ADRs, ADSs, GDRs and EDRs will be
deemed  to be  investments in the  equity securities  representing securities of
foreign issuers into which they may be converted.
 
ADR facilities may be established as either "unsponsored" or "sponsored."  While
ADRs  issued under these two  types of facilities are  in some respects similar,
there are distinctions between  them relating to the  rights and obligations  of
ADR holders and the practices of market participants. A depository may establish
an  unsponsored  facility  without  participation by  (or  even  necessarily the
acquiescence of) the issuer of the deposited securities, although typically  the
depository  requests a  letter of  non-objection from  such issuer  prior to the
establishment of the facility.  Holders of unsponsored  ADRs generally bear  all
the  costs  of such  facilities. The  depository usually  charges fees  upon the
deposit and withdrawal of the deposited securities, the conversion of  dividends
into   U.S.  dollars,  the  disposition   of  non-cash  distributions,  and  the
performance of  other  services.  The  depository  of  an  unsponsored  facility
frequently  is  under  no obligation  to  distribute  shareholder communications
received from the issuer of the  deposited securities or to pass-through  voting
rights  to ADR  holders in  respect of  the deposited  securities. Sponsored ADR
facilities are created in generally  the same manner as unsponsored  facilities,
except  that  the  issuer of  the  deposited  securities enters  into  a deposit
agreement with the  depository. The deposit  agreement sets out  the rights  and
responsibilities  of  the  issuer,  the depository  and  the  ADR  holders. With
sponsored facilities, the issuer of the deposited securities generally will bear
some of the costs relating to the facility (such as dividend payment fees of the
depository), although ADR holders continue to bear certain other costs (such  as
deposit  and withdrawal fees).  Under the terms  of most sponsored arrangements,
depositories agree  to distribute  notices of  shareholder meetings  and  voting
instructions, and to provide shareholder communications and other information to
the  ADR holders at the  request of the issuer  of the deposited securities. The
Fund may invest in both sponsored and unsponsored ADRs.
 
WARRANTS OR RIGHTS
Warrants or  rights  may  be acquired  by  the  Fund in  connection  with  other
securities  or separately and provide  the Fund with the  right to purchase at a
later date other securities of  the issuer. Warrants are securities  permitting,
but   not  obligating,  their  holder  to  subscribe  for  other  securities  or
commodities. Warrants do not  carry with them the  right to dividends or  voting
rights  with  respect  to  the  securities that  they  entitle  their  holder to
purchase, and they do not represent any rights in the assets of the issuer. As a
result, warrants may be considered more speculative than certain other types  of
investments.  In addition,  the value of  a warrant does  not necessarily change
with the value of the underlying securities  and a warrant ceases to have  value
if it is not exercised prior to its expiration date.
 
LENDING OF PORTFOLIO SECURITIES
For  the purpose of realizing additional income, the Fund may make secured loans
of portfolio securities  amounting to  not more than  30% of  its total  assets.
Securities  loans are made to broker/dealers or institutional investors pursuant
to agreements requiring that the loans continuously be secured by collateral  at
least  equal at all times  to the value of the  securities lent plus any accrued
interest, "marked  to market"  on a  daily basis.  The Fund  may pay  reasonable
administrative  and custodial fees  in connection with  loans of its securities.
While  the   securities   loan   is  outstanding,   the   Fund   will   continue
 
                   Statement of Additional Information Page 3
<PAGE>
                          AIM DEVELOPING MARKETS FUND
to receive the equivalent of the interest or dividends paid by the issuer on the
securities,  as well as  interest on the  investment of the  collateral or a fee
from the borrower. The Fund will have a  right to call each loan and obtain  the
securities within the stated settlement period. The Fund will not have the right
to  vote equity securities  while they are  lent, but it  may call in  a loan in
anticipation of any important vote. Loans will  be made only to firms deemed  by
the  Sub-adviser to  be of  good standing and  will not  be made  unless, in the
judgment of the  Sub-adviser, the  consideration to  be earned  from such  loans
would justify the risk.
 
COMMERCIAL BANK OBLIGATIONS
For  the  purposes  of  the  Fund's investment  policies  with  respect  to bank
obligations, obligations of foreign branches of U.S. banks and of foreign  banks
are obligations of the issuing bank and may be general obligations of the parent
bank.  Such obligations,  however, may  be limited  by the  terms of  a specific
obligation  and  by  government  regulation.  As  with  investment  in  non-U.S.
securities  in general,  investments in the  obligations of  foreign branches of
U.S. banks and of foreign  banks may subject the  Fund to investment risks  that
are  different  in some  respects from  those of  investments in  obligations of
domestic issuers. Although  the Fund typically  will acquire obligations  issued
and  supported by the credit of U.S. or foreign banks having total assets at the
time of purchase  in excess  of $1  billion, this $1  billion figure  is not  an
investment  policy or restriction  of the Fund. For  the purposes of calculation
with respect to the $1  billion figure, the assets of  a bank will be deemed  to
include the assets of its U.S. and non-U.S. branches.
 
REPURCHASE AGREEMENTS
   
A  repurchase agreement is a transaction in  which the Fund purchases a security
from a bank or recognized securities dealer and simultaneously commits to resell
that security to the bank  or dealer at an agreed  upon price, date, and  market
rate  of interest  unrelated to  the coupon  rate or  maturity of  the purchased
security. Although repurchase agreements carry certain risks not associated with
direct investments in securities, including possible decline in the market value
of the underlying securities and delays and costs to the Fund if the other party
to the repurchase  agreement becomes bankrupt,  the Fund intends  to enter  into
repurchase agreements only with banks and dealers believed by the Sub-adviser to
present  minimum credit risks  in accordance with  guidelines established by the
Company's Board  of  Directors. The  Sub-adviser  will review  and  monitor  the
creditworthiness of such institutions under the Board's general supervision.
    
 
The  Fund will invest only in  repurchase agreements collateralized at all times
in an amount at least  equal to the repurchase  price plus accrued interest.  To
the  extent that the proceeds from any sale of such collateral upon a default in
the obligation to repurchase were less than the repurchase price, the Fund would
suffer a loss.  If the financial  institution which is  party to the  repurchase
agreement petitions for bankruptcy or otherwise becomes subject to bankruptcy or
other  liquidation proceedings, there may be  restrictions on the Fund's ability
to sell the collateral and the Fund  could suffer a loss. However, with  respect
to  financial  institutions  whose  bankruptcy  or  liquidation  proceedings are
subject to the U.S. Bankruptcy Code, the Fund intends to comply with  provisions
under  the U.S. Bankruptcy  Code that would  allow it immediately  to resell the
collateral. There is no limitation on the  amount of the Fund's assets that  may
be  subject to repurchase agreements at any  given time. The Fund will not enter
into a repurchase agreement  with a maturity  of more than seven  days if, as  a
result,  more than 15% of the value of  its net assets would be invested in such
repurchase agreements and other illiquid investments.
 
BORROWING AND REVERSE REPURCHASE AGREEMENTS
The Fund's borrowings will not exceed 33 1/3% of the Fund's total assets,  i.e.,
the  Fund's total assets at all times will  equal at least 300% of the amount of
outstanding borrowings.  If  market fluctuations  in  the value  of  the  Fund's
portfolio  holdings or other factors cause the  ratio of the Fund's total assets
to outstanding  borrowings to  fall  below 300%,  within three  days  (excluding
Sundays  and holidays) of such event the  Fund may be required to sell portfolio
securities to restore the  300% asset coverage, even  though from an  investment
standpoint  such sales might be disadvantageous. The  Fund also may borrow up to
5% of its total assets  for temporary or emergency  purposes other than to  meet
redemptions.  Any borrowing  by the  Fund may  cause greater  fluctuation in the
value of its shares than would be the case if the Fund did not borrow.
 
   
The Fund's fundamental investment  limitations permit the  Fund to borrow  money
for leveraging purposes. The Fund, however, currently is prohibited, pursuant to
a  non-fundamental investment policy, from borrowing  money in order to purchase
securities. Nevertheless, this policy may be changed in the future by a vote  of
a  majority of the Company's Board of Directors. If the Fund employs leverage in
the future, it  would be subject  to certain additional  risks. Use of  leverage
creates  an opportunity for  greater growth of capital  but would exaggerate any
increases or decreases in the Fund's net asset value. When the income and  gains
on securities purchased with the proceeds of borrowings exceed the costs of such
borrowings,  the Fund's  earnings or net  asset value will  increase faster than
otherwise would be the case; conversely, if such income and gains fail to exceed
such costs, the  Fund's earnings or  net asset value  would decline faster  than
would otherwise be the case.
    
 
                   Statement of Additional Information Page 4
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
The  Fund may  enter into  reverse repurchase  agreements. A  reverse repurchase
agreement is a borrowing transaction in which the Fund transfers possession of a
security to another party, such as a  bank or broker/dealer in return for  cash,
and  agrees to repurchase  the security in  the future at  an agreed upon price,
which includes an interest component. The Fund will segregate with a  custodian,
cash or liquid securities in an amount sufficient to cover its obligations under
reverse  repurchase agreements  with broker/dealers. No  segregation is required
for reverse repurchase agreements with banks.
 
SHORT SALES
The Fund  may  make  short sales  of  securities,  although it  has  no  current
intention  of doing so. A short sale is  a transaction in which the Fund sells a
security in anticipation that  the market price of  that security will  decline.
The  Fund may  make short  sales (i) as  a form  of hedging  to offset potential
declines in long positions in securities it owns, or anticipates acquiring,  and
(ii)  in order to maintain  portfolio flexibility. The Fund  may only make short
sales "against the box." In this type of short sale, at the time of the sale the
Fund owns the security it has sold short or has the immediate and  unconditional
right to acquire the identical security at no additional cost.
 
In a short sale, the seller does not immediately deliver the securities sold and
does  not receive the proceeds from the sale. To make delivery to the purchaser,
the executing broker borrows  the securities being sold  short on behalf of  the
seller. The seller is said to have a short position in the securities sold until
it  delivers the securities sold, at which  time it receives the proceeds of the
sale. To secure its obligation to  deliver securities sold short, the Fund  will
deposit  in  a  separate account  with  its  custodian an  equal  amount  of the
securities sold short or  securities convertible into  or exchangeable for  such
securities  at no cost. The Fund could  close out a short position by purchasing
and delivering an  equal amount  of the securities  sold short,  rather than  by
delivering  securities already held by the Fund,  because the Fund might want to
continue to  receive  interest  and  dividend  payments  on  securities  in  its
portfolio that are convertible into the securities sold short.
 
The  Fund might make  a short sale "against  the box" in  order to hedge against
market risks when  the Sub-adviser  believes that the  price of  a security  may
decline,  causing a decline  in the value of  a security owned by  the Fund or a
security convertible into or exchangeable for  such security. In such case,  any
future  losses in the  Fund's long position should  be reduced by  a gain in the
short position. Conversely, any gain in the long position should be reduced by a
loss in the short position. The extent to which such gains or losses in the long
position are reduced will  depend upon the amount  of the securities sold  short
relative  to the  amount of  the securities  the Fund  owns, either  directly or
indirectly, and, in the case where the Fund owns convertible securities, changes
in the investment values or conversion  premiums of such securities. There  will
be certain additional transaction costs associated with short sales "against the
box,"  but the  Fund will endeavor  to offset  these costs with  income from the
investment of the cash proceeds of short sales.
 
YANKEE BONDS
The Fund may invest in U.S.  dollar-denominated bonds sold in the United  States
by  non-U.S.  issuers ("Yankee  bonds"). As  compared with  bonds issued  in the
United States, such bond  issues normally carry a  higher interest rate but  are
less actively traded.
 
TEMPORARY DEFENSIVE STRATEGIES
The  Fund may invest in  the following types of  money market instruments (i.e.,
debt instruments with less than 12 months remaining until maturity)  denominated
in U.S. dollars or other currencies: (a) obligations issued or guaranteed by the
U.S.    or   foreign   governments,   their   agencies,   instrumentalities   or
municipalities; (b)  obligations  of  international  organizations  designed  or
supported   by  multiple  foreign  governmental  entities  to  promote  economic
reconstruction  or  development;  (c)  finance  company  obligations,  corporate
commercial   paper  and  other  short-term   commercial  obligations;  (d)  bank
obligations (including certificates of  deposit, time deposits, demand  deposits
and  bankers'  acceptances);  (e)  repurchase  agreements  with  respect  to the
foregoing; and (f) other substantially  similar short-term debt securities  with
comparable characteristics.
 
The  Fund may  invest in  commercial paper  rated as  low as  A-3 by  Standard &
Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P") or P-3 by  Moody's
Investors  Service, Inc.  ("Moody's") or, if  not rated, determined  by the Sub-
adviser to  be  of  comparable  quality.  Obligations  rated  A-3  and  P-3  are
considered  by S&P and Moody's, respectively, to have an acceptable capacity for
timely repayment. However, these  securities may be  more vulnerable to  adverse
effects   of  changes   in  circumstances   than  obligations   carrying  higher
designations.
 
PREMIUM SECURITIES
The Fund  may invest  in  income securities  bearing  coupon rates  higher  than
prevailing  market rates. Such  "premium" securities are  typically purchased at
prices greater than the principal amounts payable on maturity. The Fund will not
amortize the premium paid for such securities in calculating its net  investment
income. As a result, in such cases the
 
                   Statement of Additional Information Page 5
<PAGE>
                          AIM DEVELOPING MARKETS FUND
purchase  of  such securities  provides the  Fund a  higher level  of investment
income distributable  to  shareholders on  a  current  basis than  if  the  Fund
purchased  securities bearing  current market  rates of  interest. If securities
purchased by the Fund  at a premium  are called or sold  prior to maturity,  the
Fund  will realize a loss to the extent the  call or sale price is less than the
purchase price. Additionally,  the Fund  will realize a  loss if  it holds  such
securities to maturity.
 
INDEXED DEBT SECURITIES
The  Fund  may invest  in debt  securities  issued by  banks and  other business
entities not located in developing market countries that are indexed to  certain
specific  foreign  currency exchange  rates, interest  rates or  other reference
rates. The  terms of  such securities  provide that  their principal  amount  is
adjusted  upwards or  downwards (but ordinarily  not below zero)  at maturity to
reflect changes in  the exchange rate  between two currencies  (or other  rates)
while the obligations are outstanding. While such securities offer the potential
for  an  attractive  rate  of return,  they  also  entail the  risk  of  loss of
principal. New forms of such securities  continue to be developed. The Fund  may
invest  in  such  securities  to  the  extent  consistent  with  its  investment
objectives.
 
STRUCTURED INVESTMENTS
The Fund may invest a portion of  its assets in interests in entities  organized
and   operated  solely   for  the   purpose  of   restructuring  the  investment
characteristics of  Sovereign  Debt. This  type  of restructuring  involves  the
deposit  with  or purchase  by an  entity, such  as a  corporation or  trust, of
specified instruments (such  as commercial bank  loans or Brady  Bonds) and  the
issuance  by  that entity  of  one or  more  classes of  securities ("Structured
Investments")  backed  by,   or  representing  interests   in,  the   underlying
instruments.  The cash  flow on  the underlying  instruments may  be apportioned
among  the  newly  issued  Structured  Investments  to  create  securities  with
different   investment  characteristics  such  as  varying  maturities,  payment
priorities and interest  rate provisions, and  the extent of  the payments  made
with  respect to Structured Investments  is dependent on the  extent of the cash
flow on the underlying instruments.  Because Structured Investments of the  type
in  which  the  Fund anticipates  it  will  invest typically  involve  no credit
enhancement, their  credit risk  generally will  be equivalent  to that  of  the
underlying instruments.
 
The  Fund is permitted  to invest in  a class of  Structured Investments that is
either subordinated  or not  subordinated to  the right  of payment  of  another
class.  Subordinated  Structured Investments  typically  have higher  yields and
present greater risks than unsubordinated Structured Investments.
 
Certain issuers  of  Structured Investments  may  be deemed  to  be  "investment
companies"  as defined in  the 1940 Act.  As a result,  the Fund's investment in
these Structured Investments may be limited by the restrictions contained in the
1940  Act  described  above  under   "Investment  Objectives  and  Policies   --
Investments in Other Investment Companies." Structured Investments are typically
sold in private placement transactions, and there currently is no active trading
market for Structured Investments.
 
STRIPPED INCOME SECURITIES
Stripped  income securities are obligations representing an interest in all or a
portion of  the income  or  principal components  of  an underlying  or  related
security,  a pool of securities  or other assets. In  the most extreme case, one
class will receive all of the interest (the interest only or "IO" class),  while
the  other class will receive  all of the principal  (the principal-only or "PO"
class). The market values of stripped income securities tend to be more volatile
in  response  to  changes  in  interest  rates  than  are  conventional   income
securities.
 
FLOATING AND VARIABLE RATE INCOME SECURITIES
Income securities may provide for floating or variable rate interest or dividend
payments.  The floating  or variable  rate may be  determined by  reference to a
known lending rate, such as a bank's  prime rate, a certificate of deposit  rate
or  the London Inter Bank  Offered Rate (LIBOR). Alternatively,  the rate may be
determined through  an auction  or remarketing  process. The  rate also  may  be
indexed  to  changes  in the  values  of  interest rate  or  securities indexes,
currency exchange rates or other commodities. The amount by which the rate  paid
on  an income security  may increase or  decrease may be  subject to periodic or
lifetime caps. Floating and variable  rate income securities include  securities
whose  rates  vary inversely  with  changes in  market  rates of  interest. Such
securities may also pay a rate of interest determined by applying a multiple  to
the  variable  rate. The  extent  of increases  and  decreases in  the  value of
securities whose rates vary inversely with  changes in market rates of  interest
generally  will  be larger  than comparable  changes  in the  value of  an equal
principal amount  of  a  fixed  rate security  having  similar  credit  quality,
redemption provisions and maturity.
 
SWAPS, CAPS, FLOORS AND COLLARS
The  Fund  may enter  into  interest rate,  currency  and index  swaps,  and may
purchase  or  sell  related  caps,  floors  and  collars  and  other  derivative
instruments.  The Fund  expects to  enter into  these transactions  primarily to
preserve a  return  or spread  on  a particular  investment  or portion  of  its
portfolio,  to  protect  against  currency  fluctuations,  as  a  technique  for
 
                   Statement of Additional Information Page 6
<PAGE>
                          AIM DEVELOPING MARKETS FUND
managing the portfolio's  duration (I.E.,  the price sensitivity  to changes  in
interest  rates) or to protect  against any increase in  the price of securities
the Fund anticipates purchasing at a later  date. The Fund intends to use  these
transactions  as hedges and will not sell  interest rate caps, floors or collars
if it does not  own securities or other  instruments providing an income  stream
roughly equivalent to what the Fund may be obligated to pay.
 
Interest rate swaps involve the exchange by the Fund with another party of their
respective  commitments to pay or receive  interest (for example, an exchange of
floating rate  payments for  fixed rate  payments) with  respect to  a  notional
amount of principal. A currency swap is an agreement to exchange cash flows on a
notional amount based on changes in the values of the reference indices.
 
The  purchase of a cap entitles the  purchaser to receive payments on a notional
principal amount from the party selling the  cap to the extent that a  specified
index  exceeds a predetermined  interest rate. The purchase  of an interest rate
floor entitles the purchaser to receive payments on a notional principal  amount
from  the party  selling the floor  to the  extent that a  specified index falls
below a predetermined interest rate  or amount. A collar  is a combination of  a
cap  and a floor that preserves a certain return within a predetermined range of
interest rates or values.
 
- --------------------------------------------------------------------------------
 
                         OPTIONS, FUTURES AND CURRENCY
                                   STRATEGIES
 
- --------------------------------------------------------------------------------
 
SPECIAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES
The use of options, futures  contracts and forward currency contracts  ("Forward
Contracts") involves special considerations and risks, as described below. Risks
pertaining to particular instruments are described in the sections that follow.
 
        (1)  Successful  use  of  most of  these  instruments  depends  upon the
    Sub-adviser's ability to  predict movements  of the  overall securities  and
    currency markets, which requires different skills than predicting changes in
    the prices of individual securities. While the Sub-adviser is experienced in
    the  use of these instruments, there can be no assurance that any particular
    strategy adopted will succeed.
 
        (2) There  might  be  imperfect correlation,  or  even  no  correlation,
    between  price  movements  of  an  instrument  and  price  movements  of the
    investments being hedged. For example, if the value of an instrument used in
    a short hedge  increased by less  than the  decline in value  of the  hedged
    investment,  the  hedge  would  not  be fully  successful.  Such  a  lack of
    correlation might  occur  due to  factors  unrelated  to the  value  of  the
    investments  being hedged,  such as  speculative or  other pressures  on the
    markets in  which the  hedging instrument  is traded.  The effectiveness  of
    hedges  using hedging  instruments on indices  will depend on  the degree of
    correlation between price movements in the index and price movements in  the
    investments being hedged.
 
        (3) Hedging strategies, if successful, can reduce risk of loss by wholly
    or  partially offsetting the negative  effect of unfavorable price movements
    in the investments being hedged. However, hedging strategies can also reduce
    opportunity for gain by  offsetting the positive  effect of favorable  price
    movements  in the hedged investments. For example,  if a Fund entered into a
    short hedge because the  Sub-adviser projected a decline  in the price of  a
    security  in the Fund's portfolio, and  the price of that security increased
    instead, the gain from that increase might be wholly or partially offset  by
    a  decline in the price of the hedging instrument. Moreover, if the price of
    the hedging instrument declined  by more than the  increase in the price  of
    the  security, the Fund could  suffer a loss. In  either such case, the Fund
    would have been in a better position had it not hedged at all.
 
        (4) As described below, the Fund might be required to maintain assets as
    "cover," maintain segregated accounts or make margin payments when it  takes
    positions  in  instruments  involving obligations  to  third  parties (i.e.,
    instruments other than purchased options). If the Fund were unable to  close
    out  its positions in such instruments, it  might be required to continue to
    maintain such assets or  accounts or make such  payments until the  position
    expired or matured. The requirements might impair the Fund's ability to sell
    a portfolio security or make an investment at a time when it would otherwise
    be favorable to do so, or require that the Fund sell a portfolio security at
    a  disadvantageous time. The  Fund's ability to  close out a  position in an
    instrument prior to  expiration or maturity  depends on the  existence of  a
    liquid secondary market or, in the absence of such a market, the ability and
    willingness of the other
 
                   Statement of Additional Information Page 7
<PAGE>
                          AIM DEVELOPING MARKETS FUND
    party  to  the  transaction ("contra  party")  to enter  into  a transaction
    closing out the position. Therefore, there is no assurance that any position
    can be closed out at a time and price that is favorable to the Fund.
 
WRITING CALL OPTIONS
The Fund may write  (sell) call options on  securities, indices and  currencies.
Call options generally will be written on securities and currencies that, in the
opinion of the Sub-adviser are not expected to make any major price moves in the
near  future  but  that,  over  the  long  term,  are  deemed  to  be attractive
investments for the Fund.
 
A call option  gives the  holder (buyer)  the right  to purchase  a security  or
currency  at a specified price (the exercise  price) at any time until (American
style) or on (European style) a certain  date (the expiration date). So long  as
the  obligation of the writer of a call  option continues, he may be assigned an
exercise notice, requiring him  to deliver the  underlying security or  currency
against  payment  of the  exercise price.  This  obligation terminates  upon the
expiration of the call option, or such earlier time at which the writer  effects
a  closing  purchase  transaction  by purchasing  an  option  identical  to that
previously sold.
 
Portfolio securities or currencies on which call options may be written will  be
purchased  solely on the basis of  investment considerations consistent with the
Fund's investment objective. When writing a call option, the Fund, in return for
the premium, gives up the  opportunity for profit from  a price increase in  the
underlying  security or currency above the  exercise price, and retains the risk
of loss should the  price of the  security or currency  decline. Unlike one  who
owns  securities or currencies not subject to an option, the Fund has no control
over when it may  be required to sell  the underlying securities or  currencies,
since  most  options  may  be  exercised  at  any  time  prior  to  the option's
expiration. If a call option  that the Fund has  written expires, the Fund  will
realize a gain in the amount of the premium; however, such gain may be offset by
a  decline in the market value of the underlying security or currency during the
option period. If the call option is exercised, the Fund will realize a gain  or
loss  from  the sale  of  the underlying  security  or currency,  which  will be
increased or  offset by  the premium  received.  The Fund  does not  consider  a
security  or currency covered by  a call option to be  "pledged" as that term is
used in the Fund's policy that limits the pledging or mortgaging of its assets.
 
Writing call options can serve as a limited short hedge because declines in  the
value  of the  hedged investment would  be offset  to the extent  of the premium
received  for  writing  the  option.  However,  if  the  security  or   currency
appreciates to a price higher than the exercise price of the call option, it can
be  expected that the option will be exercised and the Fund will be obligated to
sell the security or currency at less than its market value.
 
The premium  that the  Fund receives  for writing  a call  option is  deemed  to
constitute the market value of an option. The premium the Fund will receive from
writing a call option will reflect, among other things, the current market price
of  the underlying  investment, the relationship  of the exercise  price to such
market price, the historical price volatility of the underlying investment,  and
the length of the option period. In determining whether a particular call option
should  be  written, the  Sub-adviser will  consider  the reasonableness  of the
anticipated premium and the likelihood that a liquid secondary market will exist
for those options.
 
Closing transactions  will  be effected  in  order to  realize  a profit  on  an
outstanding  call option,  to prevent  an underlying  security or  currency from
being called, or  to permit  the sale of  the underlying  security or  currency.
Furthermore,  effecting  a closing  transaction will  permit  the Fund  to write
another call  option  on the  underlying  security  or currency  with  either  a
different exercise price, expiration date or both.
 
The  Fund will pay transaction  costs in connection with  the writing of options
and in entering into closing  purchase contracts. Transaction costs relating  to
options  activity normally  are higher  than those  applicable to  purchases and
sales of portfolio securities.
 
The exercise price of the  options may be below, equal  to or above the  current
market values of the underlying securities or currencies at the time the options
are  written. From time to time, the Fund may purchase an underlying security or
currency for delivery in accordance with the exercise of an option, rather  than
delivering  such  security  or  currency  from  its  portfolio.  In  such cases,
additional costs will be incurred.
 
The Fund will realize a  profit or loss from  a closing purchase transaction  if
the  cost of  the transaction  is less or  more, respectively,  than the premium
received from writing  the option. Because  increases in the  market price of  a
call  option  generally  will  reflect  increases in  the  market  price  of the
underlying security or  currency, any loss  resulting from the  repurchase of  a
call  option is likely to be  offset in whole or in  part by appreciation of the
underlying security or currency owned by the Fund.
 
                   Statement of Additional Information Page 8
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
WRITING PUT OPTIONS
The Fund may  write put  options on securities,  indices and  currencies. A  put
option  gives the  purchaser of  the option  the right  to sell,  and the writer
(seller) the  obligation to  buy, the  underlying security  or currency  at  the
exercise  price at any  time until (American  style) or on  (European style) the
expiration date. The operation of put options in other respects, including their
related risks and rewards, is substantially identical to that of call options.
 
The  Fund  generally  would  write  put  options  in  circumstances  where   the
Sub-adviser  wishes  to purchase  the underlying  security  or currency  for the
Fund's portfolio at a price lower than the current market price of the  security
or  currency. In such  event, the Fund would  write a put  option at an exercise
price that, reduced by  the premium received on  the option, reflects the  lower
price  it is willing to pay. Since the  Fund also would receive interest on debt
securities or currencies maintained to cover  the exercise price of the  option,
this  technique could be used to enhance current return during periods of market
uncertainty. The risk in such  a transaction would be  that the market price  of
the  underlying security or currency would decline below the exercise price less
the premium received.
 
Writing put options can serve as a  limited long hedge because increases in  the
value  of the  hedged investment would  be offset  to the extent  of the premium
received  for  writing  the  option.  However,  if  the  security  or   currency
depreciates  to a price lower than the exercise  price of the put option, it can
be expected that the put option will be exercised and the Fund will be obligated
to purchase the security or currency at more than its market value.
 
PURCHASING PUT OPTIONS
The Fund may purchase put options on securities, indices and currencies. As  the
holder  of a put option, the Fund has  the right to sell the underlying security
or currency  at  the exercise  price  any any  time  until (American  style)  or
(European  style)  the expiration  date. The  Fund may  enter into  closing sale
transactions with  respect to  such options,  exercise them  or permit  them  to
expire.
 
The  Fund  may purchase  a  put option  on  an underlying  security  or currency
("protective put") owned by the Fund in order to protect against an  anticipated
decline  in the  value of  the security  or currency.  Such hedge  protection is
provided only during the life of the put option when the Fund, as the holder  of
the  put option, is able to sell the  underlying security or currency at the put
exercise price regardless  of any  decline in the  underlying security's  market
price  or currency's exchange value. The premium paid for the put option and any
transaction costs would reduce any  profit otherwise available for  distribution
when the security or currency is eventually sold.
 
The  Fund also may purchase put options at a time when the Fund does not own the
underlying security or  currency. By  purchasing put  options on  a security  or
currency it does not own, the Fund seeks to benefit from a decline in the market
price of the underlying security or currency. If the put option is not sold when
it  has remaining value, and  if the market price  of the underlying security or
currency remains equal to or greater than the exercise price during the life  of
the  put option, the Fund will lose its  entire investment in the put option. In
order for the purchase of a put option to be profitable, the market price of the
underlying security or  currency must  decline sufficiently  below the  exercise
price  to cover the premium and transaction costs, unless the put option is sold
in a closing sale transaction.
 
PURCHASING CALL OPTIONS
The Fund may purchase call options on securities, indices and currencies. As the
holder of  a  call  option, the  Fund  would  have the  right  to  purchase  the
underlying  security  or  currency  at  the exercise  price  at  any  time until
(American style) or on (European style) the expiration date. The Fund may  enter
into  closing sale transactions  with respect to such  options, exercise them or
permit them to expire.
 
Call options may  be purchased  by the  Fund for  the purpose  of acquiring  the
underlying security or currency for its portfolio. Utilized in this fashion, the
purchase  of  call options  would enable  the  Fund to  acquire the  security or
currency at the  exercise price of  the call  option plus the  premium paid.  At
times,  the net cost of acquiring the security or currency in this manner may be
less than  the  cost  of  acquiring the  security  or  currency  directly.  This
technique  also  may  be useful  to  the Fund  in  purchasing a  large  block of
securities that would be more difficult  to acquire by direct market  purchases.
So  long as it holds such a call  option, rather than the underlying security or
currency itself, the Fund is partially protected from any unexpected decline  in
the  market price  of the  underlying security or  currency and,  in such event,
could allow the call option  to expire, incurring a loss  only to the extent  of
the premium paid for the option.
 
The  Fund also may purchase call  options on underlying securities or currencies
it owns  to avoid  realizing losses  that would  result in  a reduction  of  its
current  return. For  example, where the  Fund has  written a call  option on an
underlying security or currency having a current market value below the price at
which it purchased  the security or  currency, an increase  in the market  price
could  result in  the exercise of  the call option  written by the  Fund and the
realization of a loss on the  underlying security or currency. Accordingly,  the
Fund   could  purchase  a  call  option  on  the  same  underlying  security  or
 
                   Statement of Additional Information Page 9
<PAGE>
                          AIM DEVELOPING MARKETS FUND
currency, which could be  exercised to fulfill  the Fund's delivery  obligations
under  its written call (if it is exercised). This strategy could allow the Fund
to avoid selling the  portfolio security or  currency at a time  when it has  an
unrealized  loss; however, the Fund would have  to pay a premium to purchase the
call option plus transaction costs.
 
Aggregate premiums paid  for put  and call  options will  not exceed  5% of  the
Fund's total assets at the time of purchase.
 
The Fund may attempt to accomplish objectives similar to those involved in using
Forward  Contracts by purchasing put or call options on currencies. A put option
gives the  Fund as  purchaser  the right  (but not  the  obligation) to  sell  a
specified  amount of currency at the exercise  price at any time until (American
style) or on (European style) the expiration date. A call option gives the  Fund
as  purchaser the right (but not the  obligation) to purchase a specified amount
of currency at  the exercise  price at  any time  until (American  style) or  on
(European  style) the  expiration date. The  Fund might purchase  a currency put
option, for example, to protect itself against a decline in the dollar value  of
a  currency  in  which  it  holds  or  anticipates  holding  securities.  If the
currency's value should decline against the  dollar, the loss in currency  value
should  be offset, in whole or in part, by  an increase in the value of the put.
If the value of the currency instead should rise against the dollar, any gain to
the Fund would  be reduced  by the premium  it had  paid for the  put option.  A
currency  call option might be purchased, for example, in anticipation of, or to
protect against, a rise in the value  against the dollar of a currency in  which
the Fund anticipates purchasing securities.
 
Options  may  be either  listed  on an  exchange  or traded  in over-the-counter
("OTC") Markets. Listed options are third-party contracts (I.E., performance  of
the  obligations of the  purchaser and seller  is guaranteed by  the exchange or
clearing corporation), and have standardized strike prices and expiration dates.
OTC options are two-party contracts with negotiated strike prices and expiration
dates. The Fund will not  purchase an OTC option  unless it believes that  daily
valuations  for such  options are  readily obtainable.  OTC options  differ from
exchange-traded options in that OTC options are transacted with dealers directly
and  not  through  a   clearing  corporation  (which  guarantees   performance).
Consequently,  there  is  a risk  of  non-performance  by the  dealer.  Since no
exchange is involved, OTC options are valued  on the basis of an average of  the
last  bid prices obtained from dealers, unless  a quotation from only one dealer
is available, in which case only that  dealer's price will be used. In the  case
of  OTC options, there can  be no assurance that  a liquid secondary market will
exist for any particular option at any specific time.
 
The staff of the SEC considers purchased OTC options to be illiquid  securities.
The  Fund  may also  sell OTC  options and,  in connection  therewith, segregate
assets or cover its obligations with respect to OTC options written by the Fund.
The assets used as cover for OTC options written by the Fund will be  considered
illiquid unless the OTC options are sold to qualified dealers who agree that the
Fund may repurchase any OTC option it writes at a maximum price to be calculated
by  a formula  set forth in  the option agreement.  The cover for  an OTC option
written subject  to this  procedure would  be considered  illiquid only  to  the
extent that the maximum repurchase price under the formula exceeds the intrinsic
value of the option.
 
The  Fund's  ability to  establish and  close  out positions  in exchange-listed
options depends  on  the existence  of  a liquid  market.  The Fund  intends  to
purchase  or write only those exchange-traded options for which there appears to
be a liquid secondary  market. However, there  can be no  assurance that such  a
market  will exist at any particular time.  Closing transactions can be made for
OTC options  only  by  negotiating  directly  with the  contra  party  or  by  a
transaction in the secondary market if any such market exists. Although the Fund
will  enter into OTC  options only with  contra parties that  are expected to be
capable of  entering  into closing  transactions  with  the Fund,  there  is  no
assurance that the Fund will in fact be able to close out an OTC option position
at  a favorable price  prior to expiration.  In the extent  of insolvency of the
contra party, the Fund might  be unable to close out  an OTC option position  at
any time prior to its expiration.
 
INDEX OPTIONS
Puts and calls on indices are similar to puts and calls on securities or futures
contracts  except that all settlements  are in cash and  gain or loss depends on
changes in the index in question (and thus on price movements in the  securities
market  or a particular market sector  generally) rather than on price movements
in individual securities or futures contracts. When the Fund writes a call on an
index, it receives a premium and agrees that, prior to the expiration date,  the
purchaser  of the call, upon exercise of the call, will receive from the Fund an
amount of cash if the closing level of the index upon which the call is based is
greater than the exercise price of the call. The amount of cash is equal to  the
difference  between the closing price of the index and the exercise price of the
call times a specified multiple  (the "multiplier"), which determines the  total
dollar  value for each point of such difference. When the Fund buys a call on an
index, it  pays a  premium and  has the  same rights  as to  such calls  as  are
indicated above. When the Fund buys a put on an index, it pays a premium and has
the  right, prior to the expiration date, to require the seller of the put, upon
the Fund's exercise of the put, to deliver to the Fund an amount of cash if  the
closing level of the index upon which the put is based is less than the exercise
price  of the  put, which  amount of  cash is  determined by  the multiplier, as
described above  for  calls.  When  the  Fund writes  a  put  on  an  index,  it
 
                  Statement of Additional Information Page 10
<PAGE>
                          AIM DEVELOPING MARKETS FUND
receives  a premium  and the  purchaser has the  right, prior  to the expiration
date, to require  the Fund  to deliver  to it  an amount  of cash  equal to  the
difference  between the closing level of the  index and the exercise price times
the multiplier, if the closing level is less than the exercise price.
 
The risks  of  investment  in index  options  may  be greater  than  options  on
securities.  Because index options are  settled in cash, when  the Fund writes a
call on  an index  it cannot  provide in  advance for  its potential  settlement
obligations  by acquiring  and holding the  underlying securities.  The Fund can
offset some of the  risk of writing  a call index option  position by holding  a
diversified  portfolio of  securities similar to  those on  which the underlying
index is based.  However, the Fund  cannot, as a  practical matter, acquire  and
hold  a portfolio containing  exactly the same securities  as underlie the index
and, as a result, bears a risk that  the value of the securities held will  vary
from the value of the index.
 
Even  if the Fund could assemble  a securities portfolio that exactly reproduced
the composition of  the underlying index,  it still would  not be fully  covered
from  a risk standpoint because  of the "timing risk"  inherent in writing index
options. When an index option is exercised,  the amount of cash that the  holder
is  entitled to  receive is  determined by  the difference  between the exercise
price and the closing index level on  the date when the option is exercised.  As
with  other kinds of options, the Fund as  the call writer will not know that it
has been assigned  until the next  business day  at the earliest.  The time  lag
between  exercise and  notice of assignment  poses no  risk for the  writer of a
covered call on a  specific underlying security, such  as common stock,  because
there  the writer's obligation is to deliver the underlying security, not to pay
its value as of a fixed time in the past. So long as the writer already owns the
underlying security,  it  can  satisfy  its  settlement  obligations  by  simply
delivering  it, and the risk that its value may have declined since the exercise
date is borne by the  exercising holder. In contrast, even  if the writer of  an
index call holds securities that exactly match the composition of the underlying
index,  it will not be able to  satisfy its assignment obligations by delivering
those securities against  payment of  the exercise  price. Instead,  it will  be
required  to pay  cash in  an amount  based on  the closing  index value  on the
exercise date; and by the  time it learns that it  has been assigned, the  index
may  have declined, with a corresponding decline  in the value of its securities
portfolio. This "timing risk" is an inherent limitation on the ability of  index
call writers to cover their risk exposure by holding securities positions.
 
If  the Fund purchases an index option and exercises it before the closing index
value for  that day  is  available, it  runs  the risk  that  the level  of  the
underlying  index may subsequently change. If such a change causes the exercised
option to fall out-of-the-money, the Fund will be required to pay the difference
between the closing index value and the exercise price of the option (times  the
applicable multiplier) to the assigned writer.
 
INTEREST RATE, CURRENCY AND STOCK INDEX FUTURES CONTRACTS
The Fund may enter into interest rate, currency or stock index futures contracts
(collectively,  "Futures" or "Futures Contracts"), as a hedge against changes in
prevailing levels  of interest  rates, currency  exchange rates  or stock  price
levels, respectively, in order to establish more definitely the effective return
on  securities or currencies held  or intended to be  acquired by it. The Fund's
hedging may include sales of Futures as an offset against the effect of expected
increases in interest rates  and decreases in currency  exchange rates or  stock
prices,  and purchases of  Futures as an  offset against the  effect of expected
declines in interest rates,  and increases in currency  exchange rates or  stock
prices.
 
The  Fund only  will enter  into Futures  Contracts that  are traded  on futures
exchanges and  are standardized  as to  maturity date  and underlying  financial
instrument.  Futures  exchanges and  trading thereon  in  the United  States are
regulated under  the Commodity  Exchange Act  by the  Commodity Futures  Trading
Commission ("CFTC"). Futures are exchanged in London at the London International
Financial Futures Exchange.
 
Although techniques other than sales and purchases of Futures Contracts could be
used  to reduce the Fund's exposure to interest rate, currency exchange rate and
stock market  fluctuations, the  Fund may  be able  to hedge  its exposure  more
effectively and at a lower cost through using Futures Contracts.
 
A  Futures Contract provides  for the future  sale by one  party and purchase by
another party of a specified amount of a specific financial instrument (security
or currency) for a specified price at a designated date, time and place. A stock
index Futures Contract provides for the delivery, at a designated date, time and
place, of  an amount  of  cash equal  to a  specified  dollar amount  times  the
difference between the stock index value at the close of trading on the contract
and  the price at which  the Futures Contract is  originally struck; no physical
delivery of stocks  comprising the index  is made. Brokerage  fees are  incurred
when  a  Futures  Contract  is  bought or  sold,  and  margin  deposits  must be
maintained at all times the Futures Contract is outstanding.
 
Although Futures Contracts typically require future delivery of and payment  for
financial  instruments or currencies,  Futures Contracts usually  are closed out
before the delivery date. Closing out an open Futures Contract sale or  purchase
is  effected by entering  into an offsetting Futures  Contract purchase or sale,
respectively, for the same aggregate amount of
 
                  Statement of Additional Information Page 11
<PAGE>
                          AIM DEVELOPING MARKETS FUND
the identical financial instrument  or currency and the  same delivery date.  If
the  offsetting purchase price  is less than  the original sale  price, the Fund
realizes a gain; if  it is more,  the Fund realizes a  loss. Conversely, if  the
offsetting  sale  price  is more  than  the  original purchase  price,  the Fund
realizes a gain; if it is less, the Fund realizes a loss. The transaction  costs
also must be included in these calculations. There can be no assurance, however,
that  the Fund will be able to enter into an offsetting transaction with respect
to a particular Futures Contract at a  particular time. If the Fund is not  able
to  enter into an offsetting transaction, the  Fund will continue to be required
to maintain the margin deposits on the Futures Contract.
 
As an example of an offsetting transaction, the contractual obligations  arising
from  the sale of one Futures Contract of September Deutschemarks on an exchange
may be  fulfilled at  any time  before delivery  under the  Futures Contract  is
required  (i.e., on a specified date in  September, the "delivery month") by the
purchase of  another Futures  Contract of  September Deutschemarks  on the  same
exchange. In such instance the difference between the price at which the Futures
Contract  was  sold  and  the  price paid  for  the  offsetting  purchase, after
allowance for transaction costs, represents the profit or loss to the Fund.
 
The Fund's Futures transactions will be entered into for hedging purposes  only;
that  is, Futures  Contracts will be  sold to  protect against a  decline in the
price of securities or currencies that the Fund owns, or Futures Contracts  will
be  purchased to protect the Fund against an increase in the price of securities
or currencies it has committed to purchase or expects to purchase.
 
"Margin" with respect to Futures Contracts is  the amount of funds that must  be
deposited  by the Fund in order to  initiate Futures trading and to maintain the
Fund's open  positions in  Futures Contracts.  A margin  deposit made  when  the
Futures  Contract is entered  into ("initial margin") is  intended to assure the
Fund's performance  under  the  Futures  Contract. The  margin  required  for  a
particular Futures Contract is set by the exchange on which the Futures Contract
is  traded, and may be modified significantly  from time to time by the exchange
during the term of the Futures Contract.
 
Subsequent  payments,  called  "variation  margin,"  to  and  from  the  futures
commission  merchant through  which the Fund  entered into  the Futures Contract
will be made on a daily basis as the price of the underlying security,  currency
or index fluctuates making the Futures Contract more or less valuable, a process
known as marking-to-market.
 
    RISKS  OF  USING  FUTURES CONTRACTS.  The  prices of  Futures  Contracts are
volatile and  are influenced,  among  other things,  by actual  and  anticipated
changes  in  interest rates  and currency  exchange rates,  and in  stock market
movements, which  in turn  are  affected by  fiscal  and monetary  policies  and
national and international political and economic events.
 
There  is a risk of  imperfect correlation between changes  in prices of Futures
Contracts and prices  of the securities  or currencies in  the Fund's  portfolio
being   hedged.  The  degree   of  imperfection  of   correlation  depends  upon
circumstances such as: variations in  speculative market demand for futures  and
for securities or currencies, including technical influences in Futures trading;
and   differences  between  the  financial  instruments  being  hedged  and  the
instruments underlying the standard Futures  Contracts available for trading.  A
decision  of whether, when,  and how to  hedge involves skill  and judgment, and
even a  well-conceived hedge  may  be unsuccessful  to  some degree  because  of
unexpected market behavior or interest or currency rate trends.
 
Because  of  the  low  margin deposits  required,  Futures  trading  involves an
extremely high  degree  of leverage.  As  a  result, a  relatively  small  price
movement  in a Futures Contract may result in immediate and substantial loss, as
well as gain, to the investor. For example,  if at the time of purchase, 10%  of
the  value of  the Futures  Contract is  deposited as  margin, a  subsequent 10%
decrease in the value of  the Futures Contract would result  in a total loss  of
the  margin  deposit, before  any deduction  for the  transaction costs,  if the
account were then closed  out. A 15%  decrease would result in  a loss equal  to
150%  of the original margin  deposit, if the Futures  Contract were closed out.
Thus, a purchase or sale of a Futures Contract may result in losses in excess of
the amount invested in the Futures Contract.
 
Most U.S. Futures exchanges limit the amount of fluctuation permitted in Futures
Contract and options on Futures Contract prices during a single trading day. The
daily limit establishes the maximum amount that the price of a Futures  Contract
or option may vary either up or down from the previous day's settlement price at
the  end  of a  trading session.  Once the  daily  limit has  been reached  in a
particular type of Futures Contract or option, no trades may be made on that day
at a price beyond that limit. The daily limit governs only price movement during
a particular trading day and therefore does not limit potential losses,  because
the limit may prevent the liquidation of unfavorable positions. Futures Contract
and  option  prices  occasionally have  moved  to  the daily  limit  for several
consecutive trading days with  little or no  trading, thereby preventing  prompt
liquidation of positions and subjecting some traders to substantial losses.
 
If the Fund were unable to liquidate a Futures or option on Futures position due
to  the absence of a liquid secondary  market or the imposition of price limits,
it could incur  substantial losses.  The Fund would  continue to  be subject  to
market
 
                  Statement of Additional Information Page 12
<PAGE>
                          AIM DEVELOPING MARKETS FUND
risk  with respect to the position. In addition, except in the case of purchased
options, the Fund would continue to  be required to make daily variation  margin
payments  and might  be required  to maintain the  position being  hedged by the
Future or option or to maintain cash or securities in a segregated account.
 
Certain characteristics  of the  Futures  market might  increase the  risk  that
movements  in the prices  of Futures Contracts  or options on  Futures might not
correlate perfectly  with  movements in  the  prices of  the  investments  being
hedged.  For example,  all participants  in the  Futures and  options on Futures
markets are subject to  daily variation margin calls  and might be compelled  to
liquidate  Futures  or  options on  Futures  positions whose  prices  are moving
unfavorably to avoid being  subject to further  calls. These liquidations  could
increase  price  volatility  of the  instruments  and distort  the  normal price
relationship between the Futures  or options and  the investments being  hedged.
Also, because initial margin deposit requirements in the Futures market are less
onerous  than  margin requirements  in the  securities  markets, there  might be
increased  participation   by  speculators   in   the  Futures   markets.   This
participation  also  might  cause  temporary  price  distortions.  In  addition,
activities of large traders in both the Futures and securities markets involving
arbitrage, "program trading"  and other  investment strategies  might result  in
temporary price distortions.
 
OPTIONS ON FUTURES CONTRACTS
Options  on Futures Contracts are similar to options on securities or currencies
except that options on Futures Contracts give the purchaser the right, in return
for the  premium paid,  to  assume a  position in  a  Futures Contract  (a  long
position if the option is a call and a short position if the option is a put) at
a  specified exercise price  at any time  during the period  of the option. Upon
exercise of the option, the  delivery of the Futures  position by the writer  of
the  option to the holder  of the option will be  accompanied by delivery of the
accumulated balance in the writer's Futures margin account, which represents the
amount by which the market price  of the Futures Contract, at exercise,  exceeds
(in  the case of  a call) or  is less than (in  the case of  a put) the exercise
price of the option on  the Futures Contract. If an  option is exercised on  the
last trading day prior to the expiration date of the option, the settlement will
be  made entirely in cash equal to  the difference between the exercise price of
the option and  the closing level  of the securities,  currencies or index  upon
which  the  Futures Contract  is  based on  the  expiration date.  Purchasers of
options who fail to exercise their options  prior to the exercise date suffer  a
loss of the premium paid.
 
The  purchase of  call options  on Futures can  serve as  a long  hedge, and the
purchase of put  options on Futures  can serve  as a short  hedge. Writing  call
options  on Futures can serve as a  limited short hedge, and writing put options
on Futures can serve as a limited  long hedge, using a strategy similar to  that
used for writing options on securities, foreign currencies or indices.
 
If  the Fund  writes an  option on a  Futures Contract,  it will  be required to
deposit initial and variation margin  pursuant to requirements similar to  those
applicable to Futures Contracts. Premiums received from the writing of an option
on a Futures Contract are included in the initial margin deposit.
 
The  Fund may seek to close out an option position by selling an option covering
the same Futures  Contract and  having the  same exercise  price and  expiration
date.  The  ability to  establish and  close  out positions  on such  options is
subject to the maintenance of a liquid secondary market.
 
LIMITATIONS ON  USE  OF FUTURES,  OPTIONS  ON  FUTURES AND  CERTAIN  OPTIONS  ON
CURRENCIES
   
To  the extent that the  Fund enters into Futures  Contracts, options on Futures
Contracts,  and  options  on  foreign  currencies  traded  on  a  CFTC-regulated
exchange,  in each case other than for BONA FIDE hedging purposes (as defined by
the CFTC), the aggregate initial margin and premiums required to establish those
positions (excluding the amount  by which options  are "in-the-money") will  not
exceed  5% of the liquidation  value of the Fund's  portfolio, after taking into
account unrealized profits and unrealized losses  on any contracts the Fund  has
entered  into. In general, a call option on a Futures Contract is "in-the-money"
if the  value of  the  underlying Futures  Contract  exceeds the  strike,  i.e.,
exercise,   price  of  the  call;  a  put   option  on  a  futures  contract  is
"in-the-money" if the value  of the underlying Futures  Contract is exceeded  by
the  strike price of  the put. This  guideline may be  modified by the Company's
Board of Directors without  a shareholder vote. This  limitation does not  limit
the percentage of the Fund's assets at risk to 5%.
    
 
FORWARD CONTRACTS
A  Forward Contract is an obligation, usually arranged with a commercial bank or
other currency dealer, to purchase or  sell a currency against another  currency
at  a future date and price  as agreed upon by the  parties. The Fund either may
accept or make delivery of the currency at the maturity of the Forward Contract.
The Fund may also, if its contra  party agrees, prior to maturity, enter into  a
closing transaction involving the purchase or sale of an offsetting contract.
 
The  Fund engages  in forward  currency transactions  in anticipation  of, or to
protect itself against, fluctuations  in exchange rates. The  Fund might sell  a
particular   foreign  currency  forward,  for   example,  when  it  holds  bonds
denominated in a
 
                  Statement of Additional Information Page 13
<PAGE>
                          AIM DEVELOPING MARKETS FUND
foreign currency but anticipates, and seeks  to be protected against, a  decline
in the currency against the U.S. dollar. Similarly, the Fund might sell the U.S.
dollar  forward when it holds bonds denominated in U.S. dollars but anticipates,
and seeks to  be protected against,  a decline  in the U.S.  dollar relative  to
other  currencies. Further, the Fund might  purchase a currency forward to "lock
in" the price  of securities denominated  in that currency  that it  anticipates
purchasing.
 
   
Forward  Contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A Forward
Contract generally has no deposit requirement and no commissions are charged  at
any stage for trades. The Fund will enter into such Forward Contracts with major
U.S.  or foreign banks and securities or currency dealers in accordance with the
guidelines approved by the Company's Board of Directors.
    
 
The Fund  may enter  into  Forward Contracts  either  with respect  to  specific
transactions  or with  respect to  the Fund's  portfolio positions.  The precise
matching of the Forward  Contract amounts and the  value of specific  securities
generally  will not be possible  because the future value  of such securities in
foreign currencies will change as a consequence of market movements in the value
of those securities between  the date the Forward  Contract is entered into  and
the  date it matures. Accordingly, it may  be necessary for the Fund to purchase
additional foreign  currency on  the  spot (i.e.,  cash)  market (and  bear  the
expense  of such purchase) if the market value  of the security is less than the
amount of foreign currency the Fund is obligated to deliver and if a decision is
made to sell the security and make delivery of the foreign currency. Conversely,
it may be necessary to sell on the spot market some of the foreign currency  the
Fund  is  obligated to  deliver. The  projection  of short-term  currency market
movements is extremely difficult, and  the successful execution of a  short-term
hedging  strategy is highly  uncertain. Forward Contracts  involve the risk that
anticipated currency movements  will not  be predicted  accurately, causing  the
Fund to sustain losses on these contracts and transaction costs.
 
At  or before the  maturity of a Forward  Contract requiring the  Fund to sell a
currency, the  Fund  either may  sell  a portfolio  security  and use  the  sale
proceeds  to make delivery of the currency or retain the security and offset its
contractual obligation to deliver the  currency by purchasing a second  contract
pursuant  to which  the Fund will  obtain, on  the same maturity  date, the same
amount of the currency that it is obligated to deliver. Similarly, the Fund  may
close  out a Forward Contract  requiring it to purchase  a specified currency by
entering into a  second contract, if  its contra party  agrees, entitling it  to
sell  the same  amount of the  same currency on  the maturity date  of the first
contract. The Fund would  realize a gain  or loss as a  result of entering  into
such  an offsetting Forward Contract under either circumstance to the extent the
exchange rate  or  rates  between  the currencies  involved  moved  between  the
execution dates of the first contract and the offsetting contract.
 
The  cost to the Fund of engaging  in Forward Contracts varies with factors such
as the currencies  involved, the length  of the contract  period and the  market
conditions  then prevailing. Because Forward  Contracts usually are entered into
on a principal basis, no  fees or commissions are  involved. The use of  Forward
Contracts  does  not  eliminate fluctuations  in  the prices  of  the underlying
securities the Fund owns or intends to acquire, but it does establish a rate  of
exchange in advance. In addition, while Forward Contract sales limit the risk of
loss due to a decline in the value of the hedged currencies, they also limit any
potential gain that might result should the value of the currencies increase.
 
FOREIGN CURRENCY STRATEGIES -- SPECIAL CONSIDERATIONS
The  Fund may use options on  foreign currencies, Futures on foreign currencies,
options on Futures on foreign currencies and Forward Contracts to hedge  against
movements in the values of the foreign currencies in which the Fund's securities
are  denominated. Such currency hedges can  protect against price movements in a
security that  the Fund  owns or  intends to  acquire that  are attributable  to
changes  in the value of the currency in which it is denominated. Such hedges do
not, however,  protect  against  price  movements in  the  securities  that  are
attributable to other causes.
 
The  Fund  might seek  to hedge  against changes  in the  value of  a particular
currency when no  Futures Contract,  Forward Contract or  option involving  that
currency  is available or one  of such contracts is  more expensive than certain
other contracts. In such  cases, the Fund may  hedge against price movements  in
that  currency by  entering into  a contract  on another  currency or  basket of
currencies, the values of  which the Sub-adviser believes  will have a  positive
correlation  to the value of the currency  being hedged. The risk that movements
in the price of the contract will not correlate perfectly with movements in  the
price of the currency being hedged is magnified when this strategy is used.
 
The  value of Futures Contracts, options on Futures Contracts, Forward Contracts
and options  on  foreign currencies  depends  on  the value  of  the  underlying
currency  relative  to the  U.S. dollar.  Because foreign  currency transactions
occurring in the  interbank market  might involve  substantially larger  amounts
than  those  involved in  the  use of  Futures  Contracts, Forward  Contracts or
options, the  Fund could  be disadvantaged  by  dealing in  the odd  lot  market
(generally
 
                  Statement of Additional Information Page 14
<PAGE>
                          AIM DEVELOPING MARKETS FUND
consisting  of transactions of less than  $1 million) for the underlying foreign
currencies at prices that are less favorable than for round lots.
 
There is no systematic reporting of last sale information for foreign currencies
or any  regulatory requirements  that quotations  available through  dealers  or
other market sources be firm or revised on a timely basis. Quotation information
generally  is representative of very large  transactions in the interbank market
and thus  might not  reflect  odd-lot transactions  where  rates might  be  less
favorable.   The   interbank  market   in  foreign   currencies  is   a  global,
round-the-clock market. To the  extent the U.S. options  or Futures markets  are
closed  while the markets for the underlying currencies remain open, significant
price and rate movements might take place in the underlying markets that  cannot
be  reflected in  the markets  for the Futures  contracts or  options until they
reopen.
 
Settlement of Futures Contracts, Forward Contracts and options involving foreign
currencies might  be required  to  take place  within  the country  issuing  the
underlying currency. Thus, the Fund might be required to accept or make delivery
of  the  underlying foreign  currency  in accordance  with  any U.S.  or foreign
regulations regarding the  maintenance of foreign  banking arrangements by  U.S.
residents  and might be required  to pay any fees,  taxes and charges associated
with such delivery assessed in the issuing country.
 
COVER
Transactions using Forward Contracts, Futures Contracts and options (other  than
options  purchased by  the Fund)  expose the  Fund to  an obligation  to another
party. The Fund will not enter into any such transactions unless it owns  either
(1)  an  offsetting ("covered")  position  in securities,  currencies,  or other
options, Forward Contracts or  Futures Contracts, or  (2) cash, receivables  and
short-term  debt securities with  a value sufficient  at all times  to cover its
potential obligations not covered as provided in (1) above. The Fund will comply
with SEC guidelines regarding cover for these instruments and, if the guidelines
so require, set aside cash or liquid securities.
 
Assets used as cover or  held in a segregated account  cannot be sold while  the
position  in the corresponding  Forward Contract, Futures  Contract or option is
open, unless they are replaced with other appropriate assets. If a large portion
of the Fund's assets are used for cover or otherwise set aside, it could  affect
portfolio  management or the Fund's ability to meet redemption requests or other
current obligations.
 
- --------------------------------------------------------------------------------
 
                                  RISK FACTORS
 
- --------------------------------------------------------------------------------
 
ILLIQUID SECURITIES
The Fund  may  invest up  to  15% of  its  net assets  in  illiquid  securities.
Securities  may  be considered  illiquid if  the  Fund cannot  reasonably expect
within seven days to sell the  securities for approximately the amount at  which
the Fund values such securities. The sale of illiquid securities, if they can be
sold  at all, generally  will require more  time and result  in higher brokerage
charges or dealer discounts and other  selling expenses than the sale of  liquid
securities, such as securities eligible for trading on U.S. securities exchanges
or in the over-the-counter markets. Moreover, restricted securities which may be
illiquid  for purposes  of this limitation,  often sell,  if at all,  at a price
lower than similar securities that are not subject to restrictions on resale.
 
Illiquid securities include those that are subject to restrictions contained  in
the  securities laws  of other  countries. However,  securities that  are freely
marketable in the country  where they are principally  traded, but would not  be
freely  marketable in the United States,  will not be considered illiquid. Where
registration is required, the Fund  may be obligated to pay  all or part of  the
registration  expenses and a considerable period  may elapse between the time of
the decision to sell and the time the  Fund may be permitted to sell a  security
under  an effective  registration statement. If,  during such  a period, adverse
market conditions were to develop, the Fund might obtain a less favorable  price
than prevailed when it decided to sell.
 
Not   all  restricted  securities   are  illiquid.  In   recent  years  a  large
institutional  market  has  developed  for  certain  securities  that  are   not
registered  under the Securities Act of 1933, as amended ("1933 Act"), including
private placements, repurchase agreements, commercial paper, foreign  securities
and corporate bonds and notes. These instruments are often restricted securities
because  the  securities are  sold in  transactions not  requiring registration.
Institutional investors generally will not
 
                  Statement of Additional Information Page 15
<PAGE>
                          AIM DEVELOPING MARKETS FUND
seek to sell  these instruments to  the general public,  but instead will  often
depend  either on an  efficient institutional market  in which such unregistered
securities can be readily resold or on an issuer's ability to honor a demand for
repayment. Therefore, the fact that there are contractual or legal  restrictions
on  resale to the general  public or certain institutions  is not dispositive of
the liquidity of such investments.
 
Rule 144A under the 1933 Act  establishes a "safe harbor" from the  registration
requirements  of the  1933 Act  for resales  of certain  securities to qualified
institutional buyers.  Institutional  markets  for  restricted  securities  have
developed  as a result of Rule 144A, providing both readily ascertainable values
for restricted securities and the ability to liquidate an investment to  satisfy
share redemption orders. Such markets include automated systems for the trading,
clearance  and  settlement of  unregistered securities  of domestic  and foreign
issuers, such as  the PORTAL  System sponsored  by the  National Association  of
Securities  Dealers,  Inc.  An insufficient  number  of  qualified institutional
buyers interested in purchasing Rule 144A-eligible restricted securities held by
the Fund, however, could  affect adversely the  marketability of such  portfolio
securities  and the Fund might be unable  to dispose of such securities promptly
or at favorable prices.
 
   
With respect  to  liquidity determinations  generally,  the Company's  Board  of
Directors  has  the  ultimate responsibility  for  determining  whether specific
securities, including restricted securities pursuant to Rule 144A under the 1933
Act, are liquid  or illiquid.  The Board has  delegated the  function of  making
day-to-day  determinations of  liquidity to  the Sub-adviser  in accordance with
procedures approved by the Board. The Sub-adviser takes into account a number of
factors in reaching liquidity decisions, including (i) the frequency of  trading
in  the security, (ii) the  number of dealers who  make quotes for the security,
(iii) the  number  of dealers  who  have undertaken  to  make a  market  in  the
security,  (iv) the number of other potential  purchasers, and (v) the nature of
the security and  how trading is  effected (e.g.,  the time needed  to sell  the
security,  how  offers  are  solicited  and  the  mechanics  of  transfer).  The
Sub-adviser monitors the  liquidity of  securities in the  Fund's portfolio  and
periodically  reports  such  determinations  to  the  Board.  If  the  liquidity
percentage restriction of  the Fund is  satisfied at the  time of investment,  a
later  increase  in  the percentage  of  illiquid  securities held  by  the Fund
resulting from  a  change  in market  value  or  assets will  not  constitute  a
violation  of that restriction.  If as a result  of a change  in market value or
assets, the percentage of illiquid securities  held by the Fund increases  above
the  applicable limit, the Sub-adviser will  take appropriate steps to bring the
aggregate amount of illiquid  assets back within  the prescribed limitations  as
soon   as  reasonably  practicable,  taking  into  account  the  effect  of  any
disposition on the Fund.
    
 
FOREIGN SECURITIES
    POLITICAL, SOCIAL AND  ECONOMIC RISKS. Investing  in securities of  non-U.S.
companies may entail additional risks due to the potential political, social and
economic  instability  of  certain  countries and  the  risks  of expropriation,
nationalization, confiscation  or  the  imposition of  restrictions  on  foreign
investment,  convertibility of currencies into  U.S. dollars and on repatriation
of capital  invested. In  the event  of such  expropriation, nationalization  or
other  confiscation by any country, the Fund could lose its entire investment in
any such country.
 
In addition,  even though  opportunities for  investment may  exist in  emerging
markets,  any change in the  leadership or policies of  the governments of those
countries or  in  the leadership  or  policies  of any  other  government  which
exercises  a significant influence over those  countries, may halt the expansion
of or reverse the  liberalization of foreign  investment policies now  occurring
and thereby eliminate any investment opportunities which may currently exist.
 
Investors should note that upon the accession to power of authoritarian regimes,
the  governments of a number of Latin American countries previously expropriated
large quantities of  real and personal  property similar to  the property  which
will  be represented  by the  securities purchased  by the  Fund. The  claims of
property owners against those governments were never finally settled. There  can
be  no assurance  that any property  represented by securities  purchased by the
Fund will not also be  expropriated, nationalized, or otherwise confiscated.  If
such  confiscation were to occur,  the Fund could lose  its entire investment in
such countries. The Fund's investments would similarly be adversely affected  by
exchange control regulation in any of those countries.
 
    RELIGIOUS  AND ETHNIC  STABILITY. Certain  countries in  which the  Fund may
invest  may  have  groups  that  advocate  radical  religious  or  revolutionary
philosophies or support ethnic independence. Any disturbance on the part of such
individuals could carry the potential for widespread destruction or confiscation
of  property owned by individuals and entities foreign to such country and could
cause the loss of the Fund's investment in those countries. Instability may also
result from,  among  other things,  (i)  authoritarian governments  or  military
involvement  in  political and  economic  decision-making, including  changes in
government through extra-constitutional  means, (ii)  popular unrest  associated
with  demands for improved political, economic  and social conditions, and (iii)
hostile relations with  neighboring or other  countries. Such political,  social
and  economic instability could disrupt the principal financial markets in which
the Fund invests and adversely affect the value of the Fund's assets.
 
                  Statement of Additional Information Page 16
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
    FOREIGN  INVESTMENT  RESTRICTIONS.  Certain  countries  prohibit  or  impose
substantial  restrictions on investments in  their capital markets, particularly
their equity markets, by foreign entities  such as the Fund. These  restrictions
or  controls may at times limit or preclude investment in certain securities and
may increase the cost and expenses  of the Fund. For example, certain  countries
require prior governmental approval before investments by foreign persons may be
made  or may limit the  amount of investment by  foreign persons in a particular
company, or limit the investment by foreign persons to only a specific class  of
securities of a company that may have less advantageous terms than securities of
the company available for purchase by nationals. Moreover, the national policies
of  certain  countries  may  restrict  investment  opportunities  in  issuers or
industries deemed sensitive to national  interests. In addition, some  countries
require governmental approval for the repatriation of investment income, capital
or  the  proceeds  of securities  sales  by  foreign investors.  If  there  is a
deterioration in a country's balance of payments or for other reasons, a country
may impose restrictions on foreign capital remittances abroad. The Fund could be
adversely  affected  by  delays  in,  or  a  refusal  to  grant,  any   required
governmental  approval for repatriation, as well as  by the application to it of
other restrictions on investments.
 
    NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL
REGULATION. Foreign companies are subject to accounting, auditing and  financial
standards  and requirements that  differ in some  cases significantly from those
applicable to U.S. companies. In particular, the assets, liabilities and profits
appearing on the  financial statements  of such a  company may  not reflect  its
financial  position or results of operations in  the way they would be reflected
had such financial statements  been prepared in  accordance with U.S.  generally
accepted accounting principles. Most of the securities held by the Fund will not
be  registered with the SEC  or regulators of any  foreign country, nor will the
issuers thereof be subject to the SEC's reporting requirements. Thus, there will
be less available information concerning most foreign issuers of securities held
by the Fund than  is available concerning U.S.  issuers. In instances where  the
financial  statements  of an  issuer are  not deemed  to reflect  accurately the
financial situation of the issuer,  the Sub-adviser will take appropriate  steps
to evaluate the proposed investment, which may include on-site inspection of the
issuer,  interviews  with  its management  and  consultations  with accountants,
bankers and other  specialists. There is  substantially less publicly  available
information about foreign companies than there are reports and ratings published
about  U.S.  companies  and  the  U.S.  government.  In  addition,  where public
information is  available,  it  may  be  less  reliable  than  such  information
regarding  U.S.  issuers. Issuers  of  securities in  foreign  jurisdictions are
generally not subject to the same degree of regulation as are U.S. issuers  with
respect  to such matters as restrictions on market manipulation, insider trading
rules, shareholder proxy requirements and timely disclosure of information.
 
    CURRENCY FLUCTUATIONS. Because  the Fund, under  normal circumstances,  will
invest  a substantial portion of  its total assets in  the securities of foreign
issuers which are denominated in foreign currencies, the strength or weakness of
the U.S. dollar  against such foreign  currencies will account  for part of  the
Fund's investment performance. A decline in the value of any particular currency
against  the U.S. dollar  will cause a decline  in the U.S.  dollar value of the
Fund's holdings  of  securities  and  cash denominated  in  such  currency  and,
therefore,  will cause an overall decline in  the Fund's net asset value and any
net investment  income and  capital gains  derived from  such securities  to  be
distributed  in U.S. dollars to shareholders of the Fund. Moreover, if the value
of the foreign currencies in which  the Fund receives its income falls  relative
to  the  U.S.  dollar between  receipt  of the  income  and the  making  of Fund
distributions, the Fund may be required to liquidate securities in order to make
distributions if  the  Fund has  insufficient  cash in  U.  S. dollars  to  meet
distribution requirements.
 
The  rate of exchange between the U.S. dollar and other currencies is determined
by several factors including  the supply and  demand for particular  currencies,
central  bank efforts to support particular currencies, the movement of interest
rates, the pace of business activity  in certain other countries and the  United
States, and other economic and financial conditions affecting the world economy.
 
Although  the Fund values its assets daily in terms of U.S. dollars, it does not
intend to convert  its holdings  of foreign currencies  into U.S.  dollars on  a
daily  basis. The  Fund will do  so from time  to time, and  investors should be
aware of the costs of currency conversion. Although foreign exchange dealers  do
not  charge  a  fee  for conversion,  they  do  realize a  profit  based  on the
difference ("spread") between the  prices at which they  are buying and  selling
various  currencies. Thus, a dealer may offer  to sell a foreign currency to the
Fund at one  rate, while  offering a  lesser rate  of exchange  should the  Fund
desire to sell that currency to the dealer.
 
    ADVERSE  MARKET CHARACTERISTICS. Securities  of many foreign  issuers may be
less liquid and their  prices more volatile than  securities of comparable  U.S.
issuers.  In  addition, foreign  securities  markets and  brokers  generally are
subject to  less governmental  supervision  and regulation  than in  the  United
States,  and  foreign  securities  transactions  usually  are  subject  to fixed
commissions, which  generally are  higher than  negotiated commissions  on  U.S.
transactions. In addition, foreign
 
                  Statement of Additional Information Page 17
<PAGE>
                          AIM DEVELOPING MARKETS FUND
securities  transactions  may be  subject  to difficulties  associated  with the
settlement of such transactions. Delays in settlement could result in  temporary
periods  when assets of the Fund are uninvested and no return is earned thereon.
The inability of the Fund to make intended security purchases due to  settlement
problems  could cause  the Fund to  miss attractive  opportunities. Inability to
dispose of a portfolio security due  to settlement problems either could  result
in  losses to  the Fund  due to  subsequent declines  in value  of the portfolio
security or, if the Fund has entered into a contract to sell the security, could
result in possible  liability to  the purchaser. The  Sub-adviser will  consider
such difficulties when determining the allocation of the Fund's assets, although
the  Sub-adviser does  not believe that  such difficulties will  have a material
adverse effect on the Fund's portfolio trading activities.
 
The Fund may  use foreign  custodians, which may  involve risks  in addition  to
those  related to the  use of U.S. custodians.  Such risks include uncertainties
relating to (i)  determining and monitoring  the financial strength,  reputation
and  standing of the foreign  custodian, (ii) maintaining appropriate safeguards
to protect the Fund's investments  and (iii) possible difficulties in  obtaining
and enforcing judgments against such custodians.
 
    WITHHOLDING  TAXES.  The Fund's  net  investment income  from  securities of
foreign issuers may  be subject  to withholding  taxes by  the foreign  issuer's
country,  thereby reducing that  income or delaying the  receipt of income where
those taxes may be recaptured. See "Taxes."
 
    CONCENTRATION. To the extent the Fund  invests a significant portion of  its
assets in securities of issuers located in a particular country or region of the
world,  it may be subject to greater risks and may experience greater volatility
than a fund that is more broadly diversified geographically.
 
    SPECIAL CONSIDERATIONS  AFFECTING  EMERGING  MARKETS.  Investing  in  equity
securities  of  companies  in emerging  markets  may entail  greater  risks than
investing in equity securities in  developed countries. These risks include  (i)
less  social, political and  economic stability; (ii) the  small current size of
the markets for such securities and  the currently low or nonexistent volume  of
trading,  which result in a  lack of liquidity and  in greater price volatility;
(iii) certain  national  policies  which  may  restrict  the  Fund's  investment
opportunities,  including restrictions  on investment  in issuers  or industries
deemed sensitive  to national  interests;  (iv) foreign  taxation; and  (v)  the
absence  of  developed structures  governing  private or  foreign  investment or
allowing for judicial redress for injury to private property.
 
Investing in the securities of companies in emerging markets may entail  special
risks  relating to potential political and economic instability and the risks of
expropriation, nationalization, confiscation or  the imposition of  restrictions
on  foreign investment, convertibility into U.S.  dollars and on repatriation of
capital invested. In the event  of such expropriation, nationalization or  other
confiscation  by any country, the  Fund could lose its  entire investment in any
such country.
 
Emerging securities  markets are  substantially  smaller, less  developed,  less
liquid  and more volatile than the major securities markets. The limited size of
emerging securities markets and limited trading value in issuers compared to the
volume of  trading in  U.S. securities  could  cause prices  to be  erratic  for
reasons  apart  from factors  that  affect the  quality  of the  securities. For
example, limited market size may cause prices to be unduly influenced by traders
who control  large  positions.  Adverse publicity  and  investors'  perceptions,
whether  or  not  based on  fundamental  analysis,  may decrease  the  value and
liquidity of portfolio  securities, especially  in these  markets. In  addition,
securities traded in certain emerging markets may be subject to risks due to the
inexperience  of financial intermediaries, a lack of modern technology, the lack
of a sufficient capital base to expand business operations, and the  possibility
of permanent or temporary termination of trading.
 
Settlement  mechanisms in emerging securities markets  may be less efficient and
reliable than in more developed markets.  In such emerging securities there  may
be share registration and delivery delays or failures.
 
   
Many emerging market countries have experienced substantial, and in some periods
extremely  high,  rates  of  inflation  for  many  years.  Inflation  and  rapid
fluctuations in inflation rates and corresponding currency devaluations have had
and may  continue to  have  negative effects  on  the economies  and  securities
markets of certain emerging market countries.
    
 
    SPECIAL    CONSIDERATIONS    AFFECTING   RUSSIA    AND    EASTERN   EUROPEAN
COUNTRIES. Investing in Russia  and Eastern European  countries involves a  high
degree  of  risk  and  special  considerations  not  typically  associated  with
investing in  the  U.S.  securities  markets and  should  be  considered  highly
speculative.  Such risks include the following: (1) delays in settling portfolio
transactions and risk of  loss arising out of  the system of share  registration
and  custody; (2) the risk  that it may be impossible  or more difficult than in
other countries  to obtain  and/or  enforce a  judgement; (3)  pervasiveness  of
corruption  and  crime  in  the  economic  system;  (4)  currency  exchange rate
volatility and the lack  of available currency  hedging instruments; (5)  higher
rates  of inflation (including the risk of social unrest associated with periods
of hyper-inflation) and  high unemployment; (6)  controls on foreign  investment
and    local   practices   disfavoring   foreign   investors   and   limitations
 
                  Statement of Additional Information Page 18
<PAGE>
                          AIM DEVELOPING MARKETS FUND
   
on repatriation of invested  capital, profits and dividends,  and on the  Fund's
ability to exchange local currencies for U.S. dollars; (7) political instability
and  social unrest and violence; (8) the risk that the governments of Russia and
Eastern European countries may  decide not to continue  to support the  economic
reform  programs  implemented  recently  and  could  follow  radically different
political and/or  economic policies  to the  detriment of  investors,  including
non-market-oriented  policies such as  the support of  certain industries at the
expense of other  sectors or  investors, or a  return to  the centrally  planned
economy that existed when such countries had a communist form of government; (9)
the financial condition of companies in these countries, including large amounts
of  inter-company debt which may  create a payments crisis  on a national scale;
(10) dependency on  exports and  the corresponding  importance of  international
trade; (11) the risk that the tax system in these countries will not be reformed
to  prevent inconsistent, retroactive  and/or exorbitant taxation;  and (12) the
underdeveloped nature of the securities markets.
    
 
    SPECIAL CONSIDERATIONS AFFECTING  PACIFIC REGION COUNTRIES.  Certain of  the
risks  associated with international investments  are heightened for investments
in Pacific region  countries. For  example, some  of the  currencies of  Pacific
region  countries  have experienced  steady  devaluations relative  to  the U.S.
dollar, and major  adjustments have been  made periodically in  certain of  such
currencies. Certain countries, such as India, face serious exchange constraints.
 
Many  of the Asia Pacific region countries may be subject to a greater degree of
social, political  and economic  instability  than is  the  case in  the  United
States. Such instability may result from, among other things, the following: (i)
authoritarian  governments  or military  involvement  in political  and economic
decision making, and changes  in government through extra-constitutional  means;
(ii) popular unrest associated with demands for improved political, economic and
social  conditions;  (iii) internal  insurgencies;  (iv) hostile  relations with
neighboring countries; and (v) ethnic,  religious and racial disaffection.  Such
social,  political  and  economic instability  could  significantly  disrupt the
principal financial markets in which the  Fund invests and adversely affect  the
value  of  the  Fund's  assets.  In  addition,  asset  expropriations  or future
confiscatory levels of taxation possibly may affect the Fund.
 
Several of the  Asia Pacific region  countries have,  or in the  past have  had,
hostile  relationships  with neighboring  nations  or have  experienced internal
insurgency. Thailand has  experienced border conflicts  with Laos and  Cambodia,
and India is engaged in border disputes with several of its neighbors, including
China  and Pakistan. An uneasy truce exists between North Korea and South Korea,
and the recurrence of hostilities remains possible. Reunification of North Korea
and South Korea could have a detrimental  effect on the economy of South  Korea.
Also,  China  continues  to  claim  sovereignty  over  Taiwan  and  recently has
conducted military maneuvers near Taiwan.
 
The economies of most of the Asia Pacific region countries are heavily dependent
upon international  trade  and  are accordingly  affected  by  protective  trade
barriers  and the economic conditions of their trading partners, principally the
United States, Japan,  China and the  European Community. The  enactment by  the
United  States  or  other  principal  trading  partners  of  protectionist trade
legislation, reduction of foreign investment in the local economies and  general
declines  in  the  international  securities markets  could  have  a significant
adverse effect upon the securities markets of the Asia Pacific region countries.
In addition,  the  economies of  some  of  the Asia  Pacific  region  countries,
Australia and Indonesia, for example, are vulnerable to weakness in world prices
for their commodity exports, including crude oil.
 
China  recently assumed sovereignty over Hong  Kong in July 1997. Although China
has committed by treaty to preserve the economic and social freedoms enjoyed  in
Hong  Kong for fifty years, the continuation of the current form of the economic
system in Hong Kong will  depend on the actions of  the government of China.  In
addition,  such assumption of sovereignty has increased sensitivity in Hong Kong
to political developments and  statements by public  figures in China.  Business
confidence  in  Hong  Kong, therefore,  can  be significantly  affected  by such
developments and  statements, which  in  turn can  affect markets  and  business
performance.
 
In  addition, the Chinese sovereignty  over Hong Kong also  presents a risk that
the Hong Kong dollar will  be devalued and a risk  of possible loss of  investor
confidence  in the Hong Kong markets and dollar. However, factors exist that are
likely to mitigate this risk. First, China has stated its intention to implement
a "one country, two systems"  policy, which would preserve monetary  sovereignty
and leave control in the hands of the Hong Kong Monetary Authority ("HKMA").
 
Second,  fixed  rate  parity  with  the  U.S.  dollar  is  seen  as  critical to
maintaining investors'  confidence  in  the transition  to  Chinese  rule,  and,
therefore, it is anticipated that, if international investors lose confidence in
Hong  Kong  dollar assets,  the HKMA  would intervene  to support  the currency,
though such  intervention cannot  be  assured. Third,  Hong Kong's  and  China's
sizable  combined foreign exchange reserve  may be used to  support the value of
the Hong Kong dollar, provided that China does not appropriate such reserves for
other uses, which is not anticipated but cannot be assured. Finally, China would
be likely to experience significant adverse political and economic  consequences
if  confidence  in the  Hong Kong  dollar and  the territory  assets were  to be
endangered.
 
                  Statement of Additional Information Page 19
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
    SPECIAL  CONSIDERATIONS  AFFECTING  LATIN  AMERICAN  COUNTRIES.  Most  Latin
American  countries have experienced substantial,  and in some periods extremely
high, rates of  inflation for many  years. Inflation and  rapid fluctuations  in
inflation  rates have had and may continue  to have very negative effects on the
economies and securities  markets of certain  Latin American countries.  Certain
Latin  American countries are also among the largest debtors to commercial banks
and foreign governments. At times certain Latin American countries have declared
moratoria on  the payment  of principal  and/or interest  on external  debt.  In
addition,  certain  Latin  American  securities  markets  have  experienced high
volatility in recent years.
 
Latin American countries may  also close certain sectors  of their economies  to
equity  investments  by foreigners.  Further due  to  the absence  of securities
markets and  publicly  owned corporations  and  due to  restrictions  on  direct
investment  by foreign entities,  investments may only be  made in certain Latin
American  countries  solely   or  primarily   through  governmentally   approved
investment vehicles or companies.
 
Certain Latin American countries may have managed currencies that are maintained
at  artificial levels to the U.S. dollar rather than at levels determined by the
market. This type  of system can  lead to  sudden and large  adjustments in  the
currency  which, in turn, can  have a disruptive and  negative effect on foreign
investors. For example, in late  1994, the value of  the Mexican peso lost  more
than one-third of its value relative to the U.S. dollar.
 
    SOVEREIGN  DEBT. Sovereign Debt generally offers high yields, reflecting not
only perceived  credit risk,  but also  the  need to  compete with  other  local
investments  in domestic financial markets. Certain Latin American countries are
among the  largest  debtors  to  commercial banks  and  foreign  governments.  A
sovereign debtor's willingness or ability to repay principal and interest due in
a  timely  manner  may  be  affected by,  among  other  factors,  its  cash flow
situation, the extent of  its foreign reserves,  the availability of  sufficient
foreign  exchange on the  date a payment is  due, the relative  size of the debt
service burden to the economy as a whole, the sovereign debtor's policy  towards
the  International  Monetary  Fund  and the  political  constraints  to  which a
sovereign debtor  may  be  subject.  Sovereign  debtors  may  default  on  their
Sovereign   Debt.  Sovereign   debtors  may   also  be   dependent  on  expected
disbursements from foreign governments, multilateral agencies and others  abroad
to reduce principal and interest arrearages on their debt. The commitment on the
part of these governments, agencies and others to make such disbursements may be
conditioned  on a sovereign  debtor's implementation of  economic reforms and/or
economic performance  and  the  timely service  of  such  debtor's  obligations.
Failure  to implement such reforms, achieve  such levels of economic performance
or repay principal or interest when due, may result in the cancellation of  such
third  parties' commitments  to lend  funds to  the sovereign  debtor, which may
further impair such debtor's ability or willingness to timely service its debts.
 
In recent years, some of the Latin American countries in which the Fund  expects
to  invest have encountered difficulties in servicing their Sovereign Debt. Some
of these  countries  have withheld  payments  of interest  and/or  principal  of
Sovereign  Debt. These difficulties  have also led  to agreements to restructure
external debt obligations -- in particular, commercial bank loans, typically  by
rescheduling  principal  payments,  reducing interest  rates  and  extending new
credits to finance interest payments on existing debt. In the future, holders of
Sovereign Debt may be requested to  participate in similar rescheduling of  such
debt.
 
The  ability  of Latin  American governments  to make  timely payments  on their
Sovereign Debt is  likely to be  influenced strongly by  a country's balance  of
trade  and its access to trade and  other international credits. A country whose
exports are concentrated in a few  commodities could be vulnerable to a  decline
in  the  international prices  of  one or  more  of such  commodities. Increased
protectionism on the part of a  country's trading partners could also  adversely
affect its exports.
 
    NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL
REGULATION.  Foreign companies are subject to accounting, auditing and financial
standards and requirements that differ, in some cases significantly, from  those
applicable to U.S. companies. In particular, the assets, liabilities and profits
appearing  on the  financial statements  of such a  company may  not reflect its
financial position or results of operations  in the way they would be  reflected
had  such financial statements  been prepared in  accordance with U.S. generally
accepted accounting principles. Most of the foreign securities held by the  Fund
will  not be registered with  the SEC or regulators  of any foreign country, nor
will the issuers thereof be subject  to the SEC's reporting requirements.  Thus,
there  will be  less available  information concerning  most foreign  issuers of
securities held  by the  Fund  than is  available  concerning U.S.  issuers.  In
instances  where the financial statements of an issuer are not deemed to reflect
accurately the  financial situation  of the  issuer, the  Sub-adviser will  take
appropriate steps to evaluate the proposed investment, which may include on-site
inspection  of the issuer, interviews with its management and consultations with
accountants, bankers and other specialists. There is substantially less publicly
available information about foreign companies than there are reports and ratings
published about  U.S. companies  and  the U.S.  government. In  addition,  where
public  information is available, it may  be less reliable than such information
regarding U.S. issuers. In addition, for companies that keep accounting  records
in   local  currency,  inflation   accounting  rules  in   some  Latin  American
 
                  Statement of Additional Information Page 20
<PAGE>
                          AIM DEVELOPING MARKETS FUND
countries require, for both tax and accounting purposes, that certain assets and
liabilities be restated on the company's balance sheet in order to express items
in terms  of currency  of constant  purchasing power.  Inflation accounting  may
indirectly  generate  losses or  profits. There  is substantially  less publicly
available  information  about  foreign   companies,  including  Latin   American
companies,  and  the  governments of  Latin  American countries  than  there are
reports and  ratings published  about U.S.  companies and  the U.S.  government.
Issuers  of securities in foreign jurisdictions are generally not subject to the
same degree of regulation as  are U.S. issuers with  respect to such matters  as
restrictions  on market  manipulation, insider trading  rules, shareholder proxy
requirements and timely disclosure of information.
 
- --------------------------------------------------------------------------------
 
                             INVESTMENT LIMITATIONS
 
- --------------------------------------------------------------------------------
 
The Fund's investment objectives  may not be changed  without the approval of  a
majority of its outstanding voting securities. As defined in the 1940 Act and as
used  in  this Statement  of Additional  Information a  "majority of  the Fund's
outstanding voting  securities"  means the  lesser  of  (i) 67%  of  the  shares
represented  at a meeting at  which more than 50%  of the outstanding shares are
represented and (ii) more than 50%  of the outstanding shares. In addition,  the
Fund  has adopted the following fundamental  investment limitations that may not
be changed without approval of a majority of its outstanding voting securities.
 
The Fund may not:
 
        (1) issue senior securities or  borrow money, except as permitted  under
    the  1940 Act and then not  in excess of 33 1/3%  of the Fund's total assets
    (including  the  amount  borrowed  but   reduced  by  any  liabilities   not
    constituting  borrowings) at the time of the borrowing, except that the Fund
    may borrow up to  an additional 5%  of its total  assets (not including  the
    amount borrowed) for temporary or emergency purposes;
 
        (2)  purchase any security if, as a result of that purchase, 25% or more
    of the Fund's total assets would be invested in securities of issuers having
    their principal business activities in  the same industry, except that  this
    limitation  does not  apply to securities  issued or guaranteed  by the U.S.
    government, its agencies or instrumentalities;
 
        (3) engage in the business of underwriting securities of other  issuers,
    except  to the extent that the Fund might be considered an underwriter under
    the federal securities laws in connection with its disposition of  portfolio
    securities;
 
        (4)  purchase or sell real estate, except that investments in securities
    of issuers that  invest in  real estate and  investments in  mortgage-backed
    securities,  mortgage  participations  or  other  instruments  supported  by
    interests in real estate are not subject to this limitation, and except that
    the Fund may exercise rights  under agreements relating to such  securities,
    including  the right to  enforce security interests and  to hold real estate
    acquired by  reason  of such  enforcement  until  that real  estate  can  be
    liquidated in an orderly manner;
 
   
        (5)  purchase or sell  physical commodities, but  the Fund may purchase,
    sell or enter into financial options and futures, forward and spot  currency
    contracts,  swap transactions  and other  financial contracts  or derivative
    instruments; or
    
 
        (6) make loans, except through loans of portfolio securities or  through
    repurchase  agreements, provided that  for purposes of  this limitation, the
    acquisition of bonds, debentures, other  debt securities or instruments,  or
    participations  or  other interests  therein  and investments  in government
    obligations, commercial paper, certificates of deposit, bankers' acceptances
    or similar instruments will not be considered the making of a loan.
 
Notwithstanding any other investment policy of the Fund, the Fund may invest all
of  its  investable  assets  (cash,   securities  and  receivables  related   to
securities)  in an  open-end management investment  company having substantially
the same investment objective, policies and limitations as the Fund.
 
For purposes of the concentration policy of the Fund contained in limitation (2)
above, the Fund intends  to comply with the  SEC staff position that  securities
issued  or guaranteed  as to  principal and interest  by any  one single foreign
government,  or  by  all  supranational  organizations  in  the  aggregate,  are
considered to be securities of issuers in the same industry.
 
                  Statement of Additional Information Page 21
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
   
In  addition, to  comply with  federal tax  requirements for  qualification as a
"regulated investment company" ("RIC"), the  Fund's investments will be  limited
so that, at the close of each quarter of its taxable year, (a) not more than 25%
of  the value of its total assets is  invested in the securities (other than U.S
government securities or the securities of other RICs) of any one issuer and (b)
at least 50% of the  value of its total assets  is represented by cash and  cash
items,   U.S.  government  securities,  securities   of  other  RICs  and  other
securities, with these other securities limited,  in respect of any one  issuer,
to  an amount that does not exceed 5% of  the value of its total assets and that
does not represent more than 10%  of the issuer's outstanding voting  securities
("Diversification  Requirements"). These tax-related  limitations may be changed
by the  Company's Board  of Directors  to the  extent necessary  to comply  with
changes to applicable tax requirements.
    
 
   
The  following operating policy of the Fund  is not a fundamental policy and may
be changed  by vote  of the  Company's Board  of Directors  without  shareholder
approval:  The Fund  will not purchase  securities on margin,  provided that the
Fund may obtain  short-term credits  as may be  necessary for  the clearance  of
purchases  and sales of securities, and further  provided that the Fund may make
margin deposits in  connection with its  use of financial  options and  futures,
forward  and  spot currency  contracts,  swap transactions  and  other financial
contracts or derivative instruments.
    
 
                  Statement of Additional Information Page 22
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                             EXECUTION OF PORTFOLIO
                                  TRANSACTIONS
 
- --------------------------------------------------------------------------------
 
   
Subject to  policies  established  by  the Company's  Board  of  Directors,  the
Sub-adviser   is  responsible  for   the  execution  of   the  Fund's  portfolio
transactions and the selection of  broker/dealers who execute such  transactions
on  behalf of  the Fund.  In executing  portfolio transactions,  the Sub-adviser
seeks the best net results for the Fund, taking into account such factors as the
price (including the applicable brokerage commission or dealer spread), size  of
the  order,  difficulty  of execution  and  operational facilities  of  the firm
involved.  Although  the  Sub-adviser  generally  seeks  reasonably  competitive
commission  rates and spreads, payment of the lowest commission or spread is not
necessarily consistent with the best net  results. While the Fund may engage  in
soft dollar arrangements for research services, as described below, the Fund has
no  obligation to deal with any broker/dealer  or group of broker/dealers in the
execution of portfolio transactions.
    
 
Debt securities generally are traded  on a "net" basis  with a dealer acting  as
principal for its own account without a stated commission, although the price of
the  security  usually  includes  a  profit  to  the  dealer.  U.S.  and foreign
government securities and money market  instruments generally are traded in  the
OTC  markets. In underwritten  offerings, securities usually  are purchased at a
fixed price which  includes an  amount of  compensation to  the underwriter.  On
occasion,  securities may be purchased directly from an issuer, in which case no
commissions or discounts  are paid.  Broker/dealers may  receive commissions  on
futures, currency and options transactions.
 
Consistent with the interests of the Fund, the Sub-adviser may select brokers to
execute  the Fund's  portfolio transactions,  on the  basis of  the research and
brokerage services they provide to the  Sub-adviser for its use in managing  the
Fund  and  its other  advisory accounts.  Such  services may  include furnishing
analyses, reports and  information concerning  issuers, industries,  securities,
geographic  regions,  economic  factors  and  trends,  portfolio  strategy,  and
performance of accounts;  and effecting securities  transactions and  performing
functions  incidental thereto (such  as clearance and  settlement). Research and
brokerage services received  from such brokers  are in addition  to, and not  in
lieu  of, the  services required  to be performed  by the  Sub-adviser under the
investment management and  administration contracts. A  commission paid to  such
brokers  may  be higher  than  that which  another  qualified broker  would have
charged for  effecting  the  same transaction,  provided  that  the  Sub-adviser
determines  in good faith that such commission  is reasonable in terms either of
that particular transaction or the overall responsibility of the Sub-adviser  to
the  Fund and its other clients and that  the total commissions paid by the Fund
will be reasonable in relation to the  benefits it received over the long  term.
Research   services  may  also  be  received   from  dealers  who  execute  Fund
transactions in OTC markets.
 
The Sub-adviser may allocate brokerage  transactions to broker/dealers who  have
entered  into arrangements under which the  broker/dealer allocates a portion of
the commissions paid by the Fund toward payment of the Fund's expenses, such  as
transfer agent and custodian fees.
 
Investment  decisions for the Fund and  for other investment accounts managed by
the Sub-adviser  are made  independently of  each other  in light  of  differing
conditions.  However, the same investment decision  occasionally may be made for
two or more  of such accounts  including the Fund.  In such cases,  simultaneous
transactions  may occur. Purchases  or sales are  then allocated as  to price or
amount in a manner deemed fair and equitable to all accounts involved. While  in
some cases this practice could have a detrimental effect upon the price or value
of the security as far as the Fund is concerned, in other cases, the Sub-adviser
believes that coordination and the ability to participate in volume transactions
will be beneficial to the Fund.
 
   
Under  a policy adopted by the Company's  Board of Directors, and subject to the
policy of  obtaining  the best  net  results,  the Sub-adviser  may  consider  a
broker/dealer's sale of the shares of the Fund and the other funds for which AIM
or the Sub-adviser serves as investment manager in selecting brokers and dealers
for  the  execution of  portfolio  transactions. This  policy  does not  imply a
commitment to  execute portfolio  transactions through  all broker/dealers  that
sell shares of the Fund and such other funds.
    
 
The   Fund   contemplates   purchasing  most   foreign   equity   securities  in
over-the-counter markets or stock  exchanges located in  the countries in  which
the  respective principal offices  of the issuers of  the various securities are
located, if that  is the best  available market. The  fixed commissions paid  in
connection  with most such foreign stock  transactions generally are higher than
negotiated commissions on U.S. transactions. There generally is less  government
supervision and regulation
 
                  Statement of Additional Information Page 23
<PAGE>
                          AIM DEVELOPING MARKETS FUND
of  foreign  stock exchanges  and  brokers than  in  the United  States. Foreign
security settlements may  in some  instances be  subject to  delays and  related
administrative uncertainties.
 
Foreign  equity securities may  be held by the  Fund in the  form of ADRs, ADSs,
EDRs, GDRs, CDRs or securities convertible into foreign equity securities. ADRs,
ADSs, EDRs, GDRs and CDRs may be listed on stock exchanges, or traded in the OTC
markets in the United  States or Europe,  as the case may  be. ADRs, like  other
securities traded in the United States, will be subject to negotiated commission
rates.  The foreign and domestic debt securities and money market instruments in
which the Fund may invest generally are traded in the OTC markets.
 
   
The Fund contemplates that, consistent with the policy of obtaining the best net
results, brokerage  transactions  may  be conducted  through  certain  companies
affiliated  with AIM  or the Sub-adviser.  The Company's Board  of Directors has
adopted procedures in conformity  with Rule 17e-1 under  the 1940 Act to  ensure
that  all brokerage commissions paid to  such affiliates are reasonable and fair
in the context of the market in which they are operating. Any such  transactions
will  be  effected  and  related  compensation  paid  only  in  accordance  with
applicable SEC regulations.
    
 
For the fiscal  years ended December  31, 1997, 1996  and 1995, the  Predecessor
Fund   paid  aggregate  brokerage  commissions  of  $2,212,022,  $1,580,879  and
$1,311,090, respectively.
 
PORTFOLIO TRADING AND TURNOVER
The Fund engages in  portfolio trading when the  Sub-adviser has concluded  that
the sale of a security owned by the Fund and/or the purchase of another security
of  better value can enhance principal and/or increase income. A security may be
sold to avoid  any prospective decline  in market  value, or a  security may  be
purchased  in  anticipation  of  a  market  rise.  Consistent  with  the  Fund's
investment objective, a  security also  may be  sold and  a comparable  security
purchased  coincidentally in order to take advantage of what is believed to be a
disparity in the normal yield and price relationship between the two securities.
Although the Fund does not intend generally to trade for short-term profits, the
securities in the Fund's portfolio will be sold whenever management believes  it
is  appropriate to  do so,  without regard  to the  length of  time a particular
security may have been held. Portfolio  turnover rate is calculated by  dividing
the  lesser of sales or purchases of  portfolio securities by the Fund's average
month-end portfolio  values,  excluding short-term  investments.  The  portfolio
turnover rate will not be a limiting factor when the Sub-adviser deems portfolio
changes  appropriate. Higher portfolio turnover involves correspondingly greater
brokerage commissions  and  other transaction  costs  that the  Fund  will  bear
directly and may result in the realization of net capital gains that are taxable
when distributed to the Fund's shareholders. For the fiscal years ended December
31, 1997 and 1996, the Predecessor Fund's portfolio turnover rates were 184% and
138%, respectively.
 
                  Statement of Additional Information Page 24
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
   
                            DIRECTORS AND EXECUTIVE
                                    OFFICERS
    
 
- --------------------------------------------------------------------------------
 
   
The Company's Directors and Executive Officers are listed below.
    
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE               PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                      EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------  ------------------------------------------------------------------------------------------
<S>                                      <C>
William J. Guilfoyle*, 39                Mr. Guilfoyle is President, GT Global, Inc. ("GT Global") since 1995; Director, GT Global
Director, Chairman of the Board and      since 1991; Senior Vice President and Director of Sales and Marketing, GT Global from May
President                                1992 to April 1995; Vice President and Director of Marketing, GT Global from 1987 to 1992;
50 California Street                     Director, Liechtenstein Global Trust AG (holding company of the various international LGT
San Francisco, CA 94111                  companies) Advisory Board since January 1996; Director, G.T. Global Insurance Agency
                                         ("G.T. Insurance") since 1996; President and Chief Executive Officer, G.T. Insurance since
                                         1995; Senior Vice President and Director, Sales and Marketing, G.T. Insurance from April
                                         1995 to November 1995; Senior Vice President, Retail Marketing, G.T. Insurance from 1992
                                         to 1993. Mr. Guilfoyle is also a trustee of each of the other investment companies
                                         registered under the 1940 Act, that is sub-advised or sub-administered by the Sub-adviser.
 
C. Derek Anderson, 57                    Mr. Anderson is President, Plantagenet Capital Management, LLC (an investment
Director                                 partnership); Chief Executive Officer, Plantagenet Holdings, Ltd. (an investment banking
220 Sansome Street                       firm); Director, Anderson Capital Management, Inc. since 1988; Director, PremiumWear, Inc.
Suite 400                                (formerly Munsingwear, Inc.) (a casual apparel company) and Director, "R" Homes, Inc. and
San Francisco, CA 94104                  various other companies. Mr. Anderson is also a trustee of each of the other investment
                                         companies registered under the 1940 Act that is sub-advised or sub-administered by the
                                         Sub-adviser.
 
Frank S. Bayley, 58                      Mr. Bayley is a partner of the law firm of Baker & McKenzie, and serves as a Director and
Director                                 Chairman of C.D. Stimson Company (a private investment company). Mr. Bayley is also a
Two Embarcadero Center                   trustee of each of the other investment companies registered under the 1940 Act that is
Suite 2400                               sub-advised or sub- administered by the Sub-adviser.
San Francisco, CA 94111
 
Arthur C. Patterson, 54                  Mr. Patterson is Managing Partner of Accel Partners (a venture capital firm). He also
Director                                 serves as a director of Viasoft and PageMart, Inc. (both public software companies), as
428 University Avenue                    well as several other privately held software and communications companies. Mr. Patterson
Palo Alto, CA 94301                      is also a trustee of each of the other investment companies registered under the 1940 Act
                                         that is sub-advised or sub-administered by the Sub-adviser.
 
Ruth H. Quigley, 63                      Miss Quigley is a private investor. From 1984 to 1986, she was President of Quigley
Director                                 Friedlander & Co., Inc. (a financial advisory services firm). Miss Quigley is also a
1055 California Street                   trustee of each of the other investment companies registered under the 1940 Act that is
San Francisco, CA 94108                  sub-advised or sub-administered by the Sub-adviser.
</TABLE>
    
 
- --------------
   
*  Mr. Guilfoyle is an "interested person" of the Company as defined by the 1940
Act due to his affiliation with the Sub-adviser.
    
 
                  Statement of Additional Information Page 25
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE               PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                      EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------  ------------------------------------------------------------------------------------------
 
<S>                                      <C>
John J. Arthur+, 53                      Director, Senior Vice President and Treasurer, A I M Advisors, Inc.; Vice President and
Vice President                           Treasurer, A I M Management Group Inc., A I M Capital Management, Inc., A I M
                                         Distributors, Inc., A I M Fund Services, Inc. and Fund Management Company.
 
Kenneth W. Chancey, 52                   Senior Vice President -- Mutual Fund Accounting, the Sub-adviser since 1997; Vice
Vice President and                       President -- Mutual Fund Accounting, the Sub-adviser from 1992 to 1997.
Principal Accounting Officer
50 California Street
San Francisco, CA 94111
 
Melville B. Cox, 54                      Vice President and Chief Compliance Officer, A I M Advisors, Inc., A I M Capital
Vice President                           Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund Management
                                         Company.
 
Gary T. Crum, 50                         Director and President, A I M Capital Management, Inc.; Director and Senior Vice
Vice President                           President, A I M Management Group Inc. and A I M Advisors, Inc.; and Director, A I M
                                         Distributors, Inc. and AMVESCAP PLC.
 
Robert H. Graham, 51                     Director, President and Chief Executive Officer, A I M Management Group Inc.; Director and
Vice President                           President, A I M Advisors, Inc.; Director and Senior Vice President, A I M Capital
                                         Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and Fund Management
                                         Company; Director, AMVESCAP PLC; Chairman of the Board of Directors and President, INVESCO
                                         Holdings Canada Inc.; and Director, AIM Funds Group Canada Inc. and INVESCO G.P. Canada
                                         Inc.
 
Helge K. Lee, 52                         Chief Legal and Compliance Officer -- North America, the Sub-adviser since October 1997;
Vice President                           Executive Vice President of the Asset Management Division of Liechtenstein Global Trust
50 California Street                     since October 1996; Senior Vice President, General Counsel and Secretary of LGT Asset
San Francisco, CA 94111                  Management, Inc., INVESCO (NY), Inc., GT Global, GT Global Investor Services, Inc. and
                                         G.T. Insurance from May 1994 to October 1996; Senior Vice President, General Counsel and
                                         Secretary of Strong/Corneliuson Management, Inc. and Secretary of each of the Strong Funds
                                         from October 1991 through May 1994.
 
Carol F. Relihan+, 43                    Director, Senior Vice President, General Counsel and Secretary, A I M Advisors, Inc.; Vice
Vice President                           President, General Counsel and Secretary, A I M Management Group Inc.; Director, Vice
                                         President and General Counsel, Fund Management Company; Vice President and General
                                         Counsel, A I M Fund Services, Inc.; and Vice President, A I M Capital Management, Inc. and
                                         A I M Distributors, Inc.
 
Dana R. Sutton, 39                       Vice President and Fund Controller, A I M Advisors, Inc.; and Assistant Vice President and
Vice President and Assistant Treasurer   Assistant Treasurer, Fund Management Company.
</TABLE>
    
 
- ------------------
   
+  Mr. Arthur and Ms. Relihan are married to each other.
    
 
                  Statement of Additional Information Page 26
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
   
The  Board of Directors has a Nominating  and Audit Committee, comprised of Miss
Quigley and Messrs.  Anderson, Bayley  and Patterson, which  is responsible  for
nominating  persons to serve  as Directors, reviewing audits  of the Company and
its funds  and recommending  firms  to serve  as  independent auditors  for  the
Company. Each of the Directors and Officers of the Company is also a Director or
Trustee  and officer of AIM Investment Portfolios, Inc., AIM Floating Rate Fund,
AIM Growth Series, AIM Series Trust, AIM Eastern Europe Fund, GT Global Variable
Investment Trust,  GT  Global Variable  Investment  Series, Global  High  Income
Portfolio,  Floating Rate Portfolio  and Global Investment  Portfolio, which are
also registered  investment companies  advised  by AIM  and sub-advised  by  the
Sub-adviser or an affiliate thereof. Each Director, Officer serves in total as a
Director,  Trustee Officer, respectively, of  12 registered investment companies
with  47   series  managed   or   administered  by   AIM  and   sub-advised   or
sub-administered  by  the Sub-adviser.  Each Director,  who  is not  a director,
officer or  employee of  the  Sub-adviser or  any  affiliated company,  is  paid
aggregate  fees of  $5,000 a year,  plus $300 per  Fund for each  meeting of the
Board attended, and reimbursed travel and other expenses incurred in  connection
with  attendance  at  such meetings.  Other  Directors and  Officers  receive no
compensation or  expense reimbursement  from the  Company. For  the fiscal  year
ended  October  31,  1997, Mr.  Anderson,  Mr.  Bayley, Mr.  Patterson  and Miss
Quigley, who are  not directors,  officers or  employees of  the Sub-adviser  or
other  affiliated  company,  received total  compensation  of  $38,650, $38,650,
$27,850 and  $38,650,  respectively, from  the  Company for  their  services  as
Directors. For the fiscal year ended October 31, 1997, Mr. Anderson, Mr. Bayley,
Mr.  Patterson and Miss Quigley, who are not directors, officers or employees of
the Sub-adviser or any other affiliated company, received total compensation  of
$117,304,  $114,386,  $88,350 and  $111,688,  respectively, from  the investment
companies managed or administered by AIM and sub-advised or sub-administered  by
the  Sub-adviser for which he  or she serves as a  Director or Trustee. Fees and
expenses disbursed to the Directors contained  no accrued or payable pension  or
retirement  benefits. As of  May 7, 1998,  the Officers and  Directors and their
families as a group owned in the  aggregate beneficially or of record less  than
1%  of the outstanding shares of the Fund  or of all the Company's series in the
aggregate.
    
 
                  Statement of Additional Information Page 27
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                                   MANAGEMENT
 
- --------------------------------------------------------------------------------
 
INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
   
AIM  serves  as  the  Fund's  investment  manager  and  administrator  under  an
investment  management  and  administration  contract  ("Management   Contract")
between  the Company and AIM. The Sub-adviser serves as the sub-adviser and sub-
administrator to the Fund under  a Sub-Advisory and Sub-Administration  Contract
between  AIM and the  Sub-adviser ("Sub-Management Contract,"  and together with
the Management Contract, the "Management Contracts"). As investment managers and
administrators, AIM and the  Sub-adviser make all  investment decisions for  the
Fund  and  administer  the  Fund's  affairs. Among  other  things,  AIM  and the
Sub-adviser furnish the services and pay the compensation and travel expenses of
persons who  perform the  executive,  administrative, clerical  and  bookkeeping
functions  of  the Company  and  the Fund,  and  provide suitable  office space,
necessary small office equipment and utilities.
    
 
   
The Management Contract  may be renewed  for one-year terms,  provided that  any
such  renewal  has  been specifically  approved  at  least annually  by  (i) the
Company's Board  of Directors,  or  by the  vote of  a  majority of  the  Fund's
outstanding  voting securities (as defined in the 1940 Act), and (ii) a majority
of Directors  who are  not parties  to the  Management Contract  or  "interested
persons"  of any such  party (as defined in  the 1940 Act), cast  in person at a
meeting called  for  the  specific  purpose of  voting  on  such  approval.  The
Management  Contracts provide that with respect to the Fund, the Company or each
of AIM or the Sub-adviser may terminate the Management Contract without  penalty
upon   sixty   days'  written   notice.   The  Management   Contracts  terminate
automatically in the event of their assignment (as defined in the 1940 Act).
    
 
The  following  table  discloses  the   amount  of  investment  management   and
administration  fees paid by the Predecessor  Fund to the Sub-adviser during the
Predecessor Fund's last three fiscal years:
 
   
<TABLE>
<CAPTION>
PERIOD                                                                                                        AMOUNT PAID
- -----------------------------------------------------------------------------------------------------------  -------------
<S>                                                                                                          <C>
Fiscal year ended October 31, 1997.........................................................................   $ 7,383,823
Fiscal year ended December 31, 1996........................................................................   $ 7,864,840
Fiscal year ended December 31, 1995........................................................................   $ 6,878,640
</TABLE>
    
 
DISTRIBUTION SERVICES
   
The Fund's  Advisor Class  shares are  offered continuously  through the  Fund's
principal  underwriter and  distributor, AIM  Distributors, on  a "best efforts"
basis  pursuant  to  a  distribution  contract  between  the  Company  and   AIM
Distributors without a sales charge or a contingent deferred sales charge.
    
 
TRANSFER AGENCY AND ACCOUNTING AGENCY SERVICES
The  Transfer  Agent  has  been  retained by  the  Fund  to  perform shareholder
servicing, reporting  and general  transfer agent  functions for  the Fund.  For
these  services, the Transfer Agent receives 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.
The Transfer Agent also is reimbursed by the Fund for its out-of-pocket expenses
for  such  items as  postage, forms,  telephone  charges, stationery  and office
supplies. The Sub-adviser serves as the Fund's pricing and accounting agent.
 
EXPENSES OF THE FUND
The Fund pays all expenses not assumed by AIM, the Sub-adviser, AIM Distributors
and  other  agents.  These  expenses  include,  in  addition  to  the  advisory,
distribution,  transfer agency, pricing and accounting agency and brokerage fees
discussed above,  legal and  audit expenses,  custodian fees,  directors'  fees,
organizational   fees,  fidelity  bond  and  other  insurance  premiums,  taxes,
extraordinary expenses  and the  expenses of  reports and  prospectuses sent  to
existing  investors.  The allocation  of general  Company expenses  and expenses
shared among the Fund  and other funds  organized as series  of the Company  are
allocated  on  a basis  deemed fair  and equitable,  which may  be based  on the
relative net assets  of the Fund  or the  nature of the  services performed  and
relative  applicability to the  Fund. Expenditures, including  costs incurred in
connection with  the  purchase  or  sale  of  portfolio  securities,  which  are
capitalized   in  accordance  with   generally  accepted  accounting  principles
applicable to investment companies, are accounted  for as capital items and  not
as  expenses. The ratio of the Fund's expenses to its relative net assets can be
expected to  be higher  than the  expense ratios  of funds  investing solely  in
domestic  securities,  since  the cost  of  maintaining the  custody  of foreign
securities and the rate of investment management fees paid by the Fund generally
are higher than the comparable expenses of such other funds.
 
                  Statement of Additional Information Page 28
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                            VALUATION OF FUND SHARES
 
- --------------------------------------------------------------------------------
 
   
As described in the Prospectus,  the Fund's net asset  value per share for  each
class  of shares is determined  at the close of regular  trading on the New York
Stock Exchange  ("NYSE")  (currently 4:00  p.m.  Eastern Time,  unless  weather,
equipment  failure or  other factors contribute  to an earlier  closing time) on
each business day the NYSE is open  for business. Currently, the NYSE is  closed
on  weekends and on certain days relating  to the following holidays: New Year's
Day, Martin  Luther  King  Day,  President's Day,  Good  Friday,  Memorial  Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
    
 
The Fund's portfolio securities and other assets are valued as follows:
 
Equity  securities, including  ADRs, ADSs,  GDRs and  EDRs, whcih  are traded on
stock exchanges, are valued  at the last  sale price on the  exchange or in  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
the Sub-adviser to be the primary market.
 
Long-term debt obligations are valued at  the mean of representative quoted  bid
and  asked prices for such  securities or, if such  prices are not available, at
prices for securities of  comparable maturity, quality  and type; however,  when
the  Sub-adviser deems it appropriate, prices  obtained for the day of valuation
from a bond pricing service will  be used. Short-term investments are  amortized
to  maturity based  on their  cost, adjusted  for foreign  exchange translation,
provided such valuations represent fair value.
 
Options on indices, securities and currencies  purchased by the Fund are  valued
at  their last bid price  in the case of  listed options or, in  the case of OTC
options, at the average of  the last bid prices  obtained from dealers unless  a
quotation  from only one dealer  is available, in which  case only that dealer's
price will be used. The value of  each security denominated in a currency  other
than  U.S. dollars will be translated into U.S. dollars at the prevailing market
rate as determined by  the Sub-adviser on that  day. When market quotations  for
futures  and options on  futures held by  the Fund are  readily available, those
positions will be valued based upon such quotations.
 
   
Securities and  other  assets  for  which  market  quotations  are  not  readily
available  (including restricted securities which  are subject to limitations as
to their sale) are valued at fair value as determined in good faith by or  under
the  direction of  the Company's  Board of  Directors. The  valuation procedures
applied in any specific instance are likely to vary from case to case.  However,
consideration  generally is  given to the  financial position of  the issuer and
other fundamental analytical data relating to  the investment and to the  nature
of the restrictions on disposition of the securities (including any registration
expenses  that might be borne by the  Fund in connection with such disposition).
In addition, specific factors also generally are considered, such as the cost of
the investment, the  market value  of any  unrestricted securities  of the  same
class  (both at the time of purchase and  at the time of valuation), the size of
the holding, the  prices of any  recent transactions or  offers with respect  to
such securities and any available analysts' reports regarding the issuer.
    
 
The  fair value  of any  other assets is  added to  the value  of all securities
positions to  arrive  at  the value  of  the  Fund's total  assets.  The  Fund's
liabilities,  including  accruals  for  expenses, are  deducted  from  its total
assets. Once the total  value of the  Fund's net assets  is so determined,  that
value  is  then divided  by the  total number  of shares  outstanding (excluding
treasury shares), and the result, rounded to  the nearer cent, is the net  asset
value per share.
 
   
Any assets or liabilities initially expressed in terms of foreign currencies are
translated into U.S. dollars at the official exchange rate or at the mean of the
current  bid and asked  prices of such  currencies against the  U.S. dollar last
quoted by a major  bank that is  a regular participant  in the foreign  exchange
market  or on the basis of a pricing  service that takes into account the quotes
provided by a  number of such  major banks.  If none of  these alternatives  are
available, or none are deemed to provide a suitable methodology for converting a
foreign  currency into U.S. dollars, the Board of Directors, in good faith, will
establish a conversion rate for such currency.
    
 
European, Far Eastern, or Latin American  securities trading may not take  place
on  all days on which the NYSE is open. Further, trading takes place in Japanese
markets on certain Saturdays and in various foreign markets on days on which the
 
                  Statement of Additional Information Page 29
<PAGE>
                          AIM DEVELOPING MARKETS FUND
   
NYSE is not open. In addition, trading in securities on European and Far Eastern
securities exchanges  and OTC  markets generally  is completed  well before  the
close  of the  business day  in New York.  Consequently, the  calculation of the
Fund's  net  asset  value  may   not  take  place  contemporaneously  with   the
determination of the prices of securities held by the Fund. Events affecting the
values  of portfolio  securities that  occur between  the time  their prices are
determined and the close of regular trading on the NYSE will not be reflected in
the Fund's net asset value unless the Sub-adviser, under the supervision of  the
Company's  Board  of  Directors,  determines  that  the  particular  event would
materially affect net asset value. As a  result, the Fund's net asset value  may
be  significantly affected  by such  trading on  days when  a shareholder cannot
purchase or redeem shares of the Fund.
    
 
- --------------------------------------------------------------------------------
 
                         INFORMATION RELATING TO SALES
                                AND REDEMPTIONS
 
- --------------------------------------------------------------------------------
 
PAYMENT AND TERMS OF OFFERING
Payment for Advisor Class shares purchased should accompany the purchase  order,
or  funds should be wired to the  Transfer Agent as described in the Prospectus.
Payment, other than by wire transfer, must be made by check or money order drawn
on a U.S. bank. Checks or money orders must be payable in U.S. dollars.
 
   
As a condition of this offering, if an order to purchase Advisor Class shares is
cancelled due  to nonpayment  (for  example, because  a  check is  returned  for
insufficient  funds), the person who made the  order will be responsible for any
loss incurred by the Fund by reason of such cancellation, and if such  purchaser
is  a shareholder, the Fund shall have the authority as agent of the shareholder
to redeem shares in his or her account at their then-current net asset value per
share to reimburse  the Fund  for the  loss incurred.  Investors whose  purchase
orders  have been  cancelled due  to nonpayment  may be  prohibited from placing
future orders.
    
 
The Fund  reserves the  right  at any  time to  waive  or increase  the  minimum
requirements applicable to initial or subsequent investments with respect to any
person  or class of persons.  An order to purchase shares  is not binding on the
Fund until it  has been confirmed  in writing  by the Transfer  Agent (or  other
arrangements  made with the Fund, in the  case of orders utilizing wire transfer
of funds, as described above) and payment has been received. To protect existing
shareholders, the Fund reserves the right to reject any offer for a purchase  of
shares by any individual.
 
INDIVIDUAL RETIREMENT ACCOUNTS ("IRAs") AND OTHER TAX-DEFERRED PLANS
 
IRAs: If you have earned income from employment (including self-employment), you
can  contribute each year to an IRA up  to the lesser of (1) $2,000 for yourself
or $4,000  for  you  and your  spouse,  regardless  of whether  your  spouse  is
employed,  or (2) 100% of compensation. Some  individuals may be able to take an
income tax deduction for the contribution. Regular contributions may not be made
for the year  you become  70 1/2  or thereafter.  Unless you  and your  spouse's
earnings  exceed  a certain  level, you  may also  establish an  "Education IRA"
and/or a  "Roth IRA."  Although contributions  to these  new types  of IRAs  are
nondeductible,   withdrawals   from  them   will   be  tax-free   under  certain
circumstances. Please  consult  your  tax  advisor  for  more  information.  IRA
applications are available from brokers or AIM Distributors.
 
ROLLOVER  IRAs: Individuals who receive  distributions from qualified retirement
plans (other than  required distributions) and  who wish to  keep their  savings
growing  tax-deferred  can  rollover  (or  make  a  direct  transfer  of)  their
distribution to a  Rollover IRA. These  accounts can also  receive rollovers  or
transfers  from an existing  IRA. If an "eligible  rollover distribution" from a
qualified employer-sponsored retirement plan is  not directly rolled over to  an
IRA  (or  certain qualified  plans),  withholding at  the  rate of  20%  will be
required for federal income tax purposes.  A distribution from a qualified  plan
that  is not an "eligible rollover  distribution," including a distribution that
is one  of a  series  of substantially  equal  periodic payments,  generally  is
subject to regular wage withholding or withholding at the rate of 10% (depending
on  the type and amount  of the distribution), unless you  elect not to have any
withholding apply. Please consult your tax advisor for more information.
 
                  Statement of Additional Information Page 30
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
SEP-IRAs: Simplified  employee  pension  plans ("SEPs"  or  "SEP-IRAs")  provide
self-employed  individuals (and any eligible employees) with benefits similar to
Keogh plans (I.E.,  self-employed individual retirement  plans) or Code  Section
401(k)   plans,  but  with  fewer   administrative  requirements  and  therefore
potentially lower annual administration expenses.
 
CODE SECTION 403(b)(7) CUSTODIAL ACCOUNTS: Employees of public schools and  most
other  tax-exempt organizations can make  pre-tax salary reduction contributions
to these accounts.
 
PROFIT-SHARING  (INCLUDING   SECTION   401(k))  AND   MONEY   PURCHASE   PENSION
PLANS:  Corporations  and other  employers can  sponsor these  qualified defined
contribution plans  for  their employees.  A  section  401(k) plan,  a  type  of
profit-sharing  plan, additionally permits the eligible, participating employees
to make  pre-tax salary  reduction  contributions to  the  plan (up  to  certain
limits).
 
SIMPLE  PLANS: Employers with  no more than  100 employees that  do not maintain
another retirement  plan  may  establish  a Savings  Incentive  Match  Plan  for
Employees ("SIMPLE") either as separate IRAs or as part of a Code Section 401(k)
plan.  SIMPLEs are not  subject to the  complicated nondiscrimination rules that
generally apply to qualified retirements plans.
 
EXCHANGES BETWEEN FUNDS
   
Advisor Class shares of the  Fund may be exchanged  for Advisor Class shares  of
the  corresponding class  of other AIM/GT  Funds, based on  their respective net
asset values  without  imposition  of  any  sales  charges,  provided  that  the
registration remains identical. The exchange privilege is not an option or right
to purchase shares but is permitted under the current policies of the respective
AIM/GT Funds. The privilege may be discontinued or changed at any time by any of
those  funds upon sixty days' written notice to the shareholders of the fund and
is available  only in  states where  the exchange  may be  made legally.  Before
purchasing  shares through the exercise of the exchange privilege, a shareholder
should obtain and read a copy of the prospectus of the fund to be purchased  and
should consider its investment objective(s).
    
 
TELEPHONE REDEMPTIONS
A  corporation or partnership  wishing to utilize  telephone redemption services
must submit a "Corporate Resolution" or "Certificate of Partnership"  indicating
the names, titles and the required number of signatures of persons authorized to
act  on  its  behalf.  The  certificate must  be  signed  by  a  duly authorized
officer(s) and,  in  the case  of  a corporation,  the  corporate seal  must  be
affixed. All shareholders may request that redemption proceeds be transmitted by
bank  wire upon request directly to the shareholder's predesignated account at a
domestic bank or savings institution, if  the proceeds are at least $500.  Costs
in  connection with the administration of  this service, including wire charges,
currently are borne by the  Fund. Proceeds of less than  $500 will be mailed  to
the  shareholder's registered address of record. The Fund and the Transfer Agent
reserve the right to refuse any  telephone instructions and may discontinue  the
aforementioned redemption options upon fifteen days' written notice.
 
SUSPENSION OF REDEMPTION PRIVILEGES
The  Fund may suspend redemption privileges or  postpone the date of payment for
more than seven days after a redemption order is received during any period  (1)
when  the NYSE is closed  other than customary weekend  and holiday closings, or
trading on the NYSE is restricted as directed by the SEC, (2) when an  emergency
exists, as defined by the SEC, which makes it not reasonably practicable for the
Fund  to dispose of securities  owned by it or fairly  to determine the value of
its assets, or (3) as the SEC may otherwise permit.
 
REDEMPTIONS IN KIND
   
It is possible  that conditions  may arise  in the  future which  would, in  the
opinion of the Company's Board of Directors, make it undesirable for the Fund to
pay  for all redemptions in cash. In such cases, the Board may authorize payment
to be made  in portfolio  securities or other  property of  the Fund,  so-called
"redemptions  in kind." Payment of  redemptions in kind will  be made in readily
marketable securities.  Such  securities  would  be valued  at  the  same  value
assigned  to  them in  computing  the net  asset  value per  share. Shareholders
receiving such  securities  would incur  brokerage  costs in  selling  any  such
securities  so received. However,  despite the foregoing,  the Company has filed
with the SEC an election pursuant to  Rule 18f-1 under the 1940 Act. This  means
that  the  Fund  will  pay in  cash  all  requests for  redemption  made  by any
shareholder of record, limited in amount with respect to each shareholder during
any ninety-day period to the lesser of $250,000 or 1% of the net asset value  of
the  Fund at the beginning of such  period. This election will be irrevocable so
long as Rule 18f-1 remains in effect,  unless the SEC by order upon  application
permits the withdrawal of such election.
    
 
                  Statement of Additional Information Page 31
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                                     TAXES
 
- --------------------------------------------------------------------------------
 
GENERAL
To continue to qualify for treatment as a RIC under the Internal Revenue Code of
1986, as amended ("Code"), the Fund must distribute to its shareholders for each
taxable  year at least 90% of  its investment company taxable income (consisting
generally of net investment  income, net short-term capital  gain and net  gains
from  certain  foreign currency  transactions) ("Distribution  Requirement") and
must meet  several  additional  requirements.  These  requirements  include  the
following:  (1)  the Fund  must derive  at least  90% of  its gross  income each
taxable year from dividends, interest, payments with respect to securities loans
and  gains  from  the  sale  or  other  disposition  of  securities  or  foreign
currencies,  or other income  (including gains from  options, Futures or Forward
Contracts) derived with respect  to its business of  investing in securities  or
those currencies ("Income Requirement"); (2) at the close of each quarter of the
Fund's  taxable year,  at least  50% of the  value of  its total  assets must be
represented by cash and  cash items, U.S.  government securities, securities  of
other RICs and other securities, with these other securities limited, in respect
of  any one issuer,  to an amount  that does not  exceed 5% of  the value of the
Fund's total assets and that  does not represent more  than 10% of the  issuer's
outstanding  voting securities;  and (3)  at the  close of  each quarter  of the
Fund's taxable year, not more than 25% of  the value of its total assets may  be
invested  in securities (other than U.S. government securities or the securities
of other RICs) of any one issuer.
 
Dividends and  other distributions  declared  by the  Fund  in, and  payable  to
shareholders  of record as  of a date  in, October, November  or December of any
year will  be  deemed  to have  been  paid  by  the Fund  and  received  by  the
shareholders  on December 31 of  that year if the  distributions are paid by the
Fund during  the following  January. Accordingly,  those distributions  will  be
taxed to shareholders for the year in which that December 31 falls.
 
A  portion of  the dividends from  the Fund's investment  company taxable income
(whether paid in cash  or reinvested in additional  shares) may be eligible  for
the  dividends-received deduction allowed to  corporations. The eligible portion
may  not  exceed  the  aggregate  dividends  received  by  the  Fund  from  U.S.
corporations.  However,  dividends  received  by  a  corporate  shareholder  and
deducted  by  it  pursuant  to  the  dividends-received  deduction  are  subject
indirectly to the alternative minimum tax.
 
If  Fund shares are sold at a loss after  being held for six months or less, the
loss will be treated  as long-term, instead of  short-term, capital loss to  the
extent  of any  capital gain distributions  received on  those shares. Investors
also should be aware that if shares are purchased shortly before the record date
for any dividend or other distribution, the shareholder will pay full price  for
the shares and receive some portion of the price back as a taxable distribution.
 
The  Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to the
extent it fails to distribute by the end of any calendar year substantially  all
of  its  ordinary income  for  that year  and capital  gain  net income  for the
one-year period ending on October 31 of that year plus certain other amounts.
 
FOREIGN TAXES
Dividends and interest received by the Fund, and gains realized thereby, may  be
subject  to income, withholding or other  taxes imposed by foreign countries and
U.S. possessions  ("foreign taxes")  that would  reduce the  yield and/or  total
return  on its  securities. Tax  conventions between  certain countries  and the
United States may reduce or eliminate  foreign taxes, however, and many  foreign
countries  do not  impose taxes  on capital gains  in respect  of investments by
foreign investors. If more than 50% of  the value of the Fund's total assets  at
the  close of its  taxable year consists of  securities of foreign corporations,
the Fund  will be  eligible to,  and may,  file an  election with  the  Internal
Revenue  Service that  will enable its  shareholders, in effect,  to receive the
benefit of the foreign tax credit with respect to any foreign taxes paid by  it.
Pursuant  to the election, the Fund would treat those taxes as dividends paid to
its shareholders and each shareholder would be required to (1) include in  gross
income,  and treat as paid by him, his share of those taxes, (2) treat his share
of those taxes and of any dividend paid by the Fund that represents income  from
foreign  and U.S. possessions sources as his  own income from those sources, and
(3) either deduct the taxes deemed paid  by him in computing his taxable  income
or,  alternatively, use the foregoing information in calculating the foreign tax
credit against his federal income tax. The Fund will report to its  shareholders
shortly  after each taxable  year their respective shares  of the Fund's foreign
taxes and income from sources within,  and taxes paid to, foreign countries  and
U.S.  possessions if  it makes  this election.  Pursuant to  the Taxpayer Relief
 
                  Statement of Additional Information Page 32
<PAGE>
                          AIM DEVELOPING MARKETS FUND
Act of  1997 ("Tax  Act"), individuals  who have  no more  than $300  ($600  for
married  persons filing  jointly) of creditable  foreign taxes  included on Form
1099 and all of  whose foreign source income  is "qualified passive income"  may
elect  each year to be exempt from  the extremely complicated foreign tax credit
limitation and will be able to claim a foreign tax credit without having to file
the detailed Form 1116 that otherwise is required.
 
PASSIVE FOREIGN INVESTMENT COMPANIES
The Fund  may invest  in the  stock of  "passive foreign  investment  companies"
("PFICs").  A PFIC is a foreign corporation  -- other than a "controlled foreign
corporation" (I.E.,  a foreign  corporation  in which,  on  any day  during  its
taxable  year,  more than  50% of  the total  voting power  of all  voting stock
therein or the total value of  all stock therein is owned, directly,  indirectly
or  constructively, by  "U.S. shareholders," defined  as U.S.  persons that own,
directly, indirectly or constructively, at least 10% of that voting power) as to
which the Fund is a U.S.  shareholder (effective for its taxable year  beginning
November  1, 1998) -- that, in general, meets either of the following tests: (1)
at least 75% of its gross income is passive or (2) an average of at least 50% of
its assets produce,  or are held  for the production  of, passive income.  Under
certain  circumstances, the  Fund will  be subject  to federal  income tax  on a
portion of  any "excess  distribution" received  on,  or of  any gain  from  the
disposition  of, stock  of a  PFIC (collectively  "PFIC income"),  plus interest
thereon, even if the Fund distributes the  PFIC income as a taxable dividend  to
its  shareholders. The balance of the PFIC income will be included in the Fund's
investment company taxable income and, accordingly, will not be taxable to it to
the extent it distributes that income to its shareholders.
 
If the Fund  invests in  a PFIC and  elects to  treat the PFIC  as a  "qualified
electing  fund"  ("QEF"),  then  in  lieu  of  the  foregoing  tax  and interest
obligation, the Fund would be  required to include in  income each year its  pro
rata share of the QEF's ordinary earnings and net capital gain (I.E., the excess
of  net long-term capital gain  over net short-term capital  loss) -- which most
likely would have  to be  distributed by the  Fund to  satisfy the  Distribution
Requirement and avoid imposition of the Excise Tax -- even if those earnings and
gain  were not received by the  Fund from the QEF. In  most instances it will be
very difficult, if  not impossible,  to make  this election  because of  certain
requirements thereof.
 
Effective for its taxable year beginning November 1, 1998, the Fund may elect to
"mark  to market" its  stock in any PFIC.  "Marking-to-market," in this context,
means including in ordinary income each taxable year the excess, if any, of  the
fair  market value of the stock over the Fund's adjusted basis therein as of the
end of that year.  Pursuant to the  election, the Fund also  will be allowed  to
deduct  (as an ordinary, not capital, loss)  the excess, if any, of its adjusted
basis in  PFIC stock  over  the fair  market value  thereof  as of  the  taxable
year-end, but only to the extent of any net mark-to-market gains with respect to
that  stock included in income  by the Fund for  prior taxable years. The Fund's
adjusted basis is each PFIC's stock subject to the election will be adjusted  to
reflect  the  amounts  of  income  included  and  deductions  taken  thereunder.
Regulations proposed in1992 would provide a similar election with respect to the
stock of certain PFICs.
 
NON-U.S. SHAREHOLDERS
Dividends paid by the Fund to a shareholder  who, as to the United States, is  a
nonresident  alien individual, nonresident alien fiduciary of a trust or estate,
foreign corporation  or foreign  partnership ("foreign  shareholder")  generally
will be subject to U.S. withholding tax (at a rate of 30% or lower treaty rate).
Withholding will not apply, however, to a dividend paid by the Fund to a foreign
shareholder  that is "effectively connected with the  conduct of a U.S. trade or
business," in which case the  reporting and withholding requirements  applicable
to  domestic shareholders will apply. A distribution  of net capital gain by the
Fund to a foreign shareholder generally  will be subject to U.S. federal  income
tax  (at the rates applicable  to domestic persons) only  if the distribution is
"effectively connected" or the foreign  shareholder is treated as a  nonresident
alien individual for federal income tax purposes.
 
OPTIONS, FUTURES AND FOREIGN CURRENCY TRANSACTIONS
The Fund's use of hedging transactions, such as selling (writing) and purchasing
options  and Futures and entering into Forward Contracts, involves complex rules
that will determine, for federal income tax purposes, the amount, character  and
timing  of recognition of the  gains and losses the  Fund realizes in connection
therewith. Gains  from the  disposition of  foreign currencies  (except  certain
gains  that  may be  excluded by  future regulations),  and gains  from options,
Futures and Forward Contracts derived by  the Fund with respect to its  business
of  investing in securities  or foreign currencies,  will qualify as permissible
income under the Income Requirement.
 
Futures and  Forward Contracts  that are  subject to  Section 1256  of the  Code
(other  than  those  that  are  part  of  a  "mixed  straddle")  ("Section  1256
Contracts") and  that are  held by  the  Fund at  the end  of its  taxable  year
generally  will be deemed to  have been sold at  market value for federal income
tax purposes. Sixty percent of any net  gain or loss recognized on these  deemed
sales, and 60% of any net gain or loss realized from any actual sales of Section
1256  Contracts, will  be treated  as long-term  capital gain  or loss,  and the
balance will be treated as  short-term capital gain or loss.  As of the date  of
preparation  of this  Statement of  Additional Information,  it is  not entirely
clear whether that 60% portion will qualify for
 
                  Statement of Additional Information Page 33
<PAGE>
                          AIM DEVELOPING MARKETS FUND
the reduced maximum tax rates on net capital gain enacted by the Tax Act --  20%
(10%  for taxpayers  in the  15% marginal  tax bracket)  for gain  recognized on
capital assets held for more than 18 months -- instead of the 28% rate in effect
before that legislation, which now applies to gain recognized on capital  assets
held  for more  than one year  but not  more than 18  months, although technical
corrections legislation  passed by  the House  of Representatives  late in  1997
would treat it as qualifying therefor.
 
Section  988 of the Code also may apply to gains and losses from transactions in
foreign currencies,  foreign-currency-denominated debt  securities and  options,
Futures  and Forward  Contracts on foreign  currencies ("Section  988" gains and
losses). Each Section  988 gain  or loss  generally is  computed separately  and
treated as ordinary income or loss. In the case of overlap between sections 1256
and  988, special provisions  determine the character and  timing of any income,
gain or loss. The Fund attempts to monitor section 988 transactions to  minimize
any adverse tax impact.
 
If  the Fund has  an "appreciated financial position"  -- generally, an interest
(including an interest through an option,  Futures or Forward Contract or  short
sale) with respect to any stock, debt instrument (other than "straight debt") or
partnership  interest the fair market value  of which exceeds its adjusted basis
- -- and enters into  a "constructive sale" of  the same or substantially  similar
property,  the Fund will be treated as  having made an actual sale thereof, with
the result  that gain  will be  recognized  at that  time. A  constructive  sale
generally consists of a short sale, an offsetting notional principal contract or
Futures  or Forward Contract entered  into by the Fund  or a related person with
respect to  the same  or substantially  similar property.  In addition,  if  the
appreciated  financial  position is  itself  a short  sale  or such  a contract,
acquisition of the underlying property or substantially similar property will be
deemed a constructive sale.
 
The foregoing  is a  general  and abbreviated  summary  of certain  federal  tax
considerations  affecting the Fund and its  shareholders. Investors are urged to
consult their own tax advisers for more detailed information and for information
regarding any  foreign,  state  and  local  taxes  applicable  to  distributions
received from the Fund.
 
                  Statement of Additional Information Page 34
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                             ADDITIONAL INFORMATION
 
- --------------------------------------------------------------------------------
 
   
AIM  was organized in 1976, and along  with its subsidiaries, manages or advises
approximately 90 investment  company portfolios  encompassing a  broad range  of
investment  objectives.  AIM is  a  direct, wholly  owned  subsidiary of  A  I M
Management Group  Inc.  ("AIM Management"),  a  holding company  that  has  been
engaged  in  the  financial  services  business  since  1976.  AIM  is  the sole
shareholder  of  the  Funds'   principal  underwriter,  AIM  Distributors.   AIM
Management is an indirect wholly owned subsidiary of AMVESCAP PLC, 11 Devonshire
Square,  London, EC2M  4YR, England.  AMVESCAP PLC  and its  subsidiaries are an
independent investment management group that  has a significant presence in  the
institutional  and retail segment of the investment management industry in North
America and Europe, and a growing presence in Asia.
    
 
   
CUSTODIAN
    
State Street  Bank and  Trust  Company ("State  Street"), 225  Franklin  Street,
Boston,  MA  02110, acts  as custodian  of  the Fund's  assets. State  Street is
authorized to  establish  and  has  established  separate  accounts  in  foreign
currencies  and to cause securities of the  Fund to be held in separate accounts
outside the United States in the custody of non-U.S. banks.
 
INDEPENDENT ACCOUNTANTS
   
The Fund's independent accountants are Coopers & Lybrand L.L.P., One Post Office
Square, Boston, MA 02109. Coopers &  Lybrand L.L.P. conducts an annual audit  of
the  Fund, assists in the preparation of the Fund's federal and state income tax
returns and consults with the Company and the Fund as to matters of  accounting,
regulatory filings, and federal and state income taxation.
    
 
   
The  audited financial statements  of the Company included  in this Statement of
Additional Information have been examined by Coopers & Lybrand L.L.P. as  stated
in their opinion appearing herein and are included in reliance upon such opinion
given upon the authority of that firm as experts in accounting and auditing.
    
 
   
NAME
    
   
Prior  to May 29, 1998, the Fund operated under the name of GT Global Developing
Markets Fund.
    
 
                  Statement of Additional Information Page 35
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
                               INVESTMENT RESULTS
 
- --------------------------------------------------------------------------------
 
STANDARDIZED RETURNS
   
The  Fund's "Standardized Returns," as referred to in the Prospectus (see "Other
Information --  Performance  Information"  in the  Prospectus),  are  calculated
separately  for  Class A  and  Advisor Class  shares  of the  Fund,  as follows:
Standardized Return (average annual total return ("T")) is computed by using the
ending redeeming value ("ERV")  of a hypothetical  initial investment of  $1,000
("P")  over  a period  of  years ("n")  according  to the  following  formula as
required by the SEC: P(1+T) to the (n)th power = ERV. The following  assumptions
will  be reflected in computations made in accordance with this formula: (1) for
Class A shares, deduction of the maximum  sales charge of 4.75% from the  $1,000
initial investment; (2) for Advisor Class shares, deduction of a sales charge is
not  applicable; (3)  reinvestment of dividends  and other  distributions at net
asset value  on the  reinvestment  date determined  by  the Company's  Board  of
Directors; and (4) a complete redemption at the end of any period illustrated.
    
 
The  Standardized Returns of the Predecessor Fund (recomputed for Class A shares
to reflect  the deduction  of the  maximum sales  charge of  4.75% for  Class  A
shares),  stated as  average annualized  total returns,  for the  periods shown,
were:
 
<TABLE>
<CAPTION>
                                                                                   DEVELOPING      DEVELOPING
                                                                                  MARKETS FUND    MARKETS FUND
PERIOD                                                                             (CLASS A)     (ADVISOR CLASS)
- --------------------------------------------------------------------------------  ------------   ---------------
<S>                                                                               <C>            <C>
Fiscal year ended Oct. 31, 1997.................................................     (9.61)%          (5.10)%
Jan. 11, 1994 (commencement of operations) through Oct. 31, 1997................     (2.47)%          (1.21)%
</TABLE>
 
NON-STANDARDIZED RETURNS
In  addition   to  Standardized   Returns,  the   Fund  may   also  include   in
advertisements,  sales  literature and  shareholder  reports other  total return
performance  data  ("Non-Standardized   Return").  Non-Standardized  Return   is
calculated  separately for Class A and Advisor  Class shares of the Fund and may
be calculated according to several different formulas. Non-Standardized  Returns
may  be quoted  for the  same or different  time periods  for which Standardized
Returns are quoted. Non-Standardized Returns may  or may not take sales  charges
into  account; performance  data calculated without  taking the  effect of sales
charges into  account will  be higher  than data  including the  effect of  such
charges. Advisor Class shares are not subject to sales charges.
 
Aggregate Non-Standardized Return ("T") is computed by using the ending value of
the  account  ("VOA")  of  a hypothetical  initial  investment  of  $1,000 ("P")
according to  the  following formula:  T=(VOA/P)-1.  Aggregate  Non-Standardized
Return assumes reinvestment of dividends and other distributions.
 
The aggregate Non-Standardized Return of the Predecessor Fund (not recomputed to
take  sales charges into account) for  the period January 11, 1994 (commencement
of operations) through October 31, 1997 was (4.53)%.
 
OTHER INFORMATION REGARDING STANDARDIZED AND NON-STANDARDIZED RETURNS
The Standardized and Non-Standardized Return  Data are based on the  performance
of  the Predecessor  Fund as a  closed-end investment  company. The Standardized
Return Data,  however, have  been recomputed  to reflect  the deduction  of  the
current  maximum sales charge of 4.75% for Class A shares which went into effect
on November 1, 1997. Future performance of the Fund will be effected by expenses
that it will incur as a series of an open-end investment company.
 
IMPORTANT POINTS TO NOTE ABOUT DATA RELATING TO WORLD EQUITY AND BOND MARKETS
The Fund and AIM  Distributors may from time  to time, in advertisements,  sales
literature and reports furnished to present or prospective shareholders, compare
the Fund with the following, among others:
 
        (1) The Consumer Price Index, ("CPI"), which is a measure of the average
    change  in prices over time  in a fixed market  basket of goods and services
    (e.g., food,  clothing, shelter,  fuels, transportation  fares, charges  for
    doctors' and dentists' services, prescription medicines, and other goods and
    services  that people  buy for day-to-day  living). There  is inflation risk
    which does not affect a security's value but its purchasing power, i.e., the
    risk of changing price levels in the economy that affects security prices or
    the price of goods and services.
 
                  Statement of Additional Information Page 36
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
        (2) Data and mutual fund rankings and comparisons published or  prepared
    by  Lipper  Analytical  Data  Services,  Inc.  ("Lipper"),  CDA/Wiesenberger
    Investment   Company   Services   ("CDA/Wiesenberger")   Morningstar,   Inc,
    ("Morningstar"),  Micropal,  Inc. and/or  other  companies that  rank and/or
    compare mutual funds by overall performance, investment objectives,  assets,
    expense  levels, periods of existence and/or  other factors. In this regard,
    the Fund  may  be  compared  to  its "peer  group"  as  defined  by  Lipper,
    CDA/Wiesenberger  and/or other firms, as applicable, or to specific funds or
    groups of funds within or outside of such peer group. Lipper generally ranks
    funds on the basis of total return, assuming reinvestment of  distributions,
    but  does not take sales charges  or redemption fees into consideration, and
    is prepared without regard  to tax consequences. In  addition to the  mutual
    fund  rankings,  the  Fund's  performance may  be  compared  to  mutual fund
    performance indices prepared by Lipper. Morningstar is a mutual fund  rating
    service  that  also  rates  mutual  funds  on  the  basis  of  risk-adjusted
    performance. Morningstar ratings  are calculated from  a fund's three,  five
    and  ten year average annual returns  with appropriate fee adjustments and a
    risk factor that reflects fund performance relative to the three-month  U.S.
    Treasury  bill monthly  returns. Ten percent  of the funds  in an investment
    category receive five stars  and 22.5% receive four  stars. The ratings  are
    subject to change each month.
 
        (3)  Bear  Stearns Foreign  Bond  Index, which  provides  simple average
    returns for individual countries and gross national product ("GNP")-weighted
    index, beginning in 1975.  The returns are broken  down by local market  and
    currency.
 
        (4)  Ibbotson  Associates  International Bond  Index,  which  provides a
    detailed breakdown of local market and currency returns since 1960.
 
        (5) Standard & Poor's 500 Composite Stock Price Index, which is a widely
    recognized index  composed of  the  capitalization-weighted average  of  the
    price of 500 of the largest publicly traded stocks in the United States.
 
        (6) Dow Jones Industrial Average.
 
        (7) CNBC/Financial News Composite Index.
 
        (8) Morgan Stanley Capital International World Indices, including, among
    others, the Morgan Stanley Capital International Europe, Australia, Far East
    Index  ("EAFE Index").  The EAFE  index is an  unmanaged index  of more than
    1,000 companies in Europe, Australia and the Far East.
 
        (9) Morgan Stanley  Capital International All  Country (AC) World  index
    ("MSCI").  The  MSCI is  a broad,  unmanaged index  of global  stock prices,
    currently comprising 2,500 different issuers,  located in 47 countries,  and
    grouped in 38 separate industries.
 
       (10)  Salomon Brothers World  Government Bond Index  and Salomon Brothers
    World Government Bond Index-Non-U.S., each of  which is a widely used  index
    composed of world government bonds.
 
       (11)  The  World  Bank  Publication  of  Trends  in  Developing Countries
    ("TIDE"), which provides brief reports on most of the World Bank's borrowing
    members. The World  Development Report  is published annually  and looks  at
    global   and  regional  economic  trends  and  their  implications  for  the
    developing economies.
 
       (12) Salomon Brothers Global Telecommunications Index, which is  composed
    of telecommunications companies in the developing and emerging countries.
 
       (13)  Datastream and  Worldscope, each  of which  is an  on-line database
    retrieval service  for information,  including international  financial  and
    economic data.
 
       (14)  International  Financial  Statistics,  which  is  produced  by  the
    International Monetary Fund.
 
       (15) Various publications and reports produced by the World Bank and  its
    affiliates.
 
       (16)  Various publications from the International Bank for Reconstruction
    and Development.
 
   
       (17) Various publications  produced by ratings  agencies such as  Moody's
    Investors  Service, Inc., Standard  & Poor's, a  division of The McGraw-Hill
    Companies, Inc. and Fitch.
    
 
       (18) Wilshire Associates, which is an on-line database for  international
    financial  and economic data including performance measures for a wide range
    of securities.
 
       (19) Bank Rate National Monitor Index, which is an average of the  quoted
    rates for 100 leading banks and thrifts in ten U.S. cities.
 
                  Statement of Additional Information Page 37
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
       (20)  International  Finance  Corporation ("IFC")  Emerging  Markets Data
    Base, which  provides  detailed statistics  on  stock and  bond  markets  in
    developing countries.
 
       (21)  Various publications from the Organization for Economic Cooperation
    and Development ("OECD").
 
       (22) Average of  Savings Accounts,  which is a  measure of  all kinds  of
    savings deposits, including longer-term certificates. Savings accounts offer
    a  guaranteed rate  of return on  principal, but no  opportunity for capital
    growth. During  a portion  of the  period, the  maximum rates  paid on  some
    savings deposits were fixed by law.
 
Indices,  economic and  financial data prepared  by the  research departments of
various financial organizations such as Salomon Brothers Inc., Lehman  Brothers,
Inc.,   Merrill  Lynch,  Pierce,  Fenner   &  Smith,  Inc.,  Financial  Research
Corporation, J. P. Morgan,  Morgan Stanley, Dean Witter,  Discover & Co.,  Smith
Barney  Shearson,  S.G. Warburg,  Jardine Flemming,  The Bank  for International
Settlements, Asian Development Bank, Bloomberg, L.P. and Ibbotson Associates may
be used,  as  well  as information  reported  by  the Federal  Reserve  and  the
respective  central banks of various nations.  In addition, AIM Distributors may
use performance  rankings,  ratings  and  commentary  reported  periodically  in
national financial publications, including Money Magazine, Mutual Fund Magazine,
Smart  Money,  Global  Finance,  EuroMoney,  Financial  World,  Forbes, Fortune,
Business Week, Latin Finance, The Wall Street Journal, Emerging Markets  Weekly,
Kiplinger's Guide To Personal Finance, Barron's, The Financial Times, USA Today,
The  New York  Times, Far Eastern  Economic Review, The  Economist and Investors
Business Digest.  The  Fund  may  compare  its  performance  to  that  of  other
compilations  or indices of  comparable quality to those  listed above and other
indices that may be developed and made available in the future.
 
Information  relating  to   foreign  market   performance,  capitalization   and
diversification  is based on sources believed to  be reliable but may be subject
to revision  and  has  not  been  independently verified  by  the  Fund  or  AIM
Distributors.  The  authors  and  publishers  of such  material  are  not  to be
considered as "experts" under the 1933 Act, on account of the inclusion of  such
information herein.
 
A  portion of the performance  figures for each market  includes the positive or
negative effects of the currency exchange rates effective at December 31 of each
year between the U.S. dollar and currency of the foreign market (e.g.,  Japanese
Yen,  German Deutschemark  and Hong  Kong Dollar).  A foreign  currency that has
strengthened or weakened against the  U.S. dollar will positively or  negatively
affect the reported returns, as the case may be.
 
AIM  Distributors  believes that  this information  may  be useful  to investors
considering whether and to  what extent to  diversify their investments  through
the purchase of mutual funds investing in securities on a global basis. However,
this data is not a representation of the past performance of the Fund, nor is it
a  prediction of such performance. The performance  of the Fund will differ from
the historical performance of relevant indices. The performance of indices  does
not  take  expenses  into  account,  while  the  Fund  incurs  expenses  in  its
operations, which will reduce performance. Each of these factors will cause  the
performance of the Fund to differ from relevant indices.
 
   
From  time to  time, the Fund  and AIM Distributors  may refer to  the number of
shareholders in the  Fund or  the aggregate number  of shareholders  in all  AIM
Funds or the dollar amount of Fund assets under management or rankings by DALBAR
Surveys, Inc. in advertising materials.
    
 
AIM  Distributors believes the  Fund is an  appropriate investment for long-term
investment  goals,  including  funding  retirement,  paying  for  education   or
purchasing  a house. AIM  Distributors may provide  information designed to help
individuals understand  their investment  goals  and explore  various  financial
strategies.  For example,  AIM Distributors  may describe  general principles of
investing, such as  asset allocation,  diversification and  risk tolerance.  The
Fund  does  not represent  a complete  investment  program and  investors should
consider the  Fund as  appropriate for  a portion  of their  overall  investment
portfolio with regard to their long-term investment goals. There is no assurance
that any such information will lead to achieving these goals or guarantee future
results.
 
   
From  time to time, AIM Distributors may refer to or advertise the names of U.S.
and non-U.S. companies and  their products, although there  can be no  assurance
that any AIM Fund may own the securities of these companies.
    
 
Ibbotson  Associates  of  Chicago,  Illinois  ("Ibbotson")  provides  historical
returns of the capital  markets in the United  States, including common  stocks,
small   capitalization  stocks,  long-term  corporate  bonds,  intermediate-term
government bonds, long-term government bonds,  Treasury bills, the U.S. rate  of
inflation  (based on the CPI), and  combinations of various capital markets. The
performance of  these capital  markets  is based  on  the returns  of  different
indices.
 
   
AIM  Funds  may  use  the  performance of  these  capital  markets  in  order to
demonstrate  general   risk-versus-reward  investment   scenarios.   Performance
comparisons  may also include the  value of a hypothetical  investment in any of
these
    
 
                  Statement of Additional Information Page 38
<PAGE>
                          AIM DEVELOPING MARKETS FUND
capital markets. The  risks associated with  the security types  in any  capital
market  may  or may  not  correspond directly  to  those of  the  Fund. Ibbotson
calculates total returns in the same method as the Fund.
 
The Fund may  quote various  measures of volatility  and benchmark  correlation,
such  as beta, standard deviation and R(2) in advertising. In addition, the Fund
may compare these measures to those of other funds. Measures of volatility  seek
to  compare the  Fund's historical share  price fluctuations or  total return to
those of a benchmark.
 
The Fund may  advertise examples of  the effects of  periodic investment  plans,
including the principle of dollar cost averaging programs. In such a program, an
investor  invests  a fixed  dollar  amount in  the  Fund at  periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when prices
are low. While such a strategy does not assure a profit or guard against loss in
a declining market, the investor's average cost  per share can be lower than  if
fixed  numbers of shares are purchased at the same intervals. In evaluating such
a plan, investors should  consider their ability  to continue purchasing  shares
through periods of low price levels.
 
   
The  Fund may describe in its sales  material and advertisements how an investor
may invest in AIM Funds through various retirement plans or other programs  that
offer  deferral of income taxes on investment  earnings and pursuant to which an
investor may make deductible contributions.  Because of their advantages,  these
retirement  plans  and  programs  may  produce  returns  superior  to comparable
non-retirement investments. For example, a $10,000 investment earning a  taxable
return of 10% annually would have an after-tax value of $17,976 after ten years,
assuming  tax  was  deducted from  the  return each  year  at a  39.6%  rate. An
equivalent tax-deferred  investment would  have an  after-tax value  of  $19,626
after  ten years, assuming  tax was deducted  at a 39.6%  rate from the deferred
earnings  at  the   end  of  the   ten-year  period.  In   sales  material   and
advertisements,  the  Fund  may  also  discuss  these  plans  and  programs. See
"Information Relating to Sales and Redemptions -- Individual Retirement Accounts
("IRAs") and Other Tax-Deferred Plans."
    
 
AIM Distributors may  from time  to time in  its sales  methods and  advertising
discuss  the risks inherent in investing. The major types of investment risk are
market risk, industry risk, credit risk, interest rate risk and inflation  risk.
Risk represents the possibility that you may lose some or all of your investment
over  a period of time. A basic tenet  of investing is the greater the potential
reward, the greater the risk.
 
From time  to  time,  the  Fund and  AIM  Distributors  will  quote  information
regarding  industries, individual countries, regions,  world stock exchanges and
economic  and  demographic  statistics  from  sources  AIM  Distributors   deems
reliable,  including the economic and financial data of financial organizations,
such as:
 
 1) Stock market  capitalization:  Morgan Stanley  Capital  International  World
    Indices, IFC and Datastream.
 
 2) Stock  market trading volume: Morgan  Stanley Capital International Industry
    Indices and IFC.
 
 3) The number of  listed companies: IFC,  G.T. Guide to  World Equity  Markets,
    Salomon Brothers, Inc. and S.G. Warburg.
 
 4) Wage  rates: U.S. Department of Labor  Statistics and Morgan Stanley Capital
    International World Indices.
 
 5) International industry  performance:  Morgan Stanley  Capital  International
    World Indices, Wilshire Associates and Salomon Brothers, Inc.
 
 6) Stock   market  performance:  Morgan  Stanley  Capital  International  World
    Indices, IFC and Datastream.
 
 7) The Consumer Price Index and inflation rate: The World Bank, Datastream  and
    IFC.
 
 8) Gross Domestic Product ("GDP"): Datastream and The World Bank.
 
 9) GDP growth rate: IFC, The World Bank and Datastream.
 
10) Population: The World Bank, Datastream and United Nations.
 
11) Average annual growth rate (%) of population: The World Bank, Datastream and
    United Nations.
 
12) Age distribution within populations: OECD and United Nations.
 
13) Total exports and imports by year: IFC, The World Bank and Datastream.
 
14) Top three companies by country, industry or market: IFC, G.T. Guide to World
    Equity Markets, Salomon Brothers, Inc., and S.G. Warburg.
 
15) Foreign  direct  investments to  developing  countries: The  World  Bank and
    Datastream.
 
                  Statement of Additional Information Page 39
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
16) Supply, consumption,  demand  and  growth in  demand  of  certain  products,
    services  and industries, including, but not limited to, electricity, water,
    transportation, construction materials, natural resources, technology, other
    basic infrastructure, financial services, health care services and supplies,
    consumer products and services and telecommunications equipment and services
    (sources of such information may include,  but would not be limited to,  The
    World Bank, OECD, IMF, Bloomberg and Datastream).
 
17) Standard  deviation and performance returns for U.S. and non-U.S. equity and
    bond markets: Morgan Stanley Capital International.
 
18) Countries restructuring their  debt, including those  under the Brady  Plan:
    the Sub-adviser.
 
19) Political and economic structure of countries: Economist Intelligence Unit.
 
20) Government  and corporate  bonds --  credit ratings,  yield to  maturity and
    performance returns: Salomon Brothers, Inc.
 
21) Dividend yields for U.S. and non-U.S. companies: Bloomberg.
 
From time to time, AIM Distributors may include in its advertisements and  sales
material,   information  about  privatization,  which  is  an  economic  process
involving the sale of state-owned companies to the private sector.
 
   
In advertising and sales  materials, AIM Distributors may  make reference to  or
discuss  its products, services and accomplishments. Among these accomplishments
are that in 1983 the Sub-adviser  provided assistance to the government of  Hong
Kong  in  linking its  currency to  the U.S.  dollar, and  that in  1987 Japan's
Ministry of  Finance licensed  GT Asset  Management  Ltd. as  one of  the  first
foreign   discretionary  investment   managers  for   Japanese  investors.  Such
accomplishments, however,  should  not  be  viewed  as  an  endorsement  of  the
Sub-adviser  by the government of Hong Kong,  Japan's Ministry of Finance or any
other government or government  agency. Nor do any  such accomplishments of  the
Sub-adviser  provide any assurance that  the AIM/GT Funds' investment objectives
will be achieved.
    
 
- --------------------------------------------------------------------------------
 
   
                          DESCRIPTION OF DEBT RATINGS
    
 
- --------------------------------------------------------------------------------
 
DESCRIPTION OF BOND RATINGS
    MOODY'S INVESTORS SERVICE, INC. ("Moody's") rates the debt securities issued
by various entities from  "Aaa" to "C." Investment  grade ratings are the  first
four categories:
 
        Aaa  -- Bonds which are rated Aaa are  judged to be of the best quality.
    They carry the smallest degree of investment risk and are generally referred
    to as "gilt  edged." Interest payments  are protected  by a large  or by  an
    exceptionally  stable  margin and  principal  is secure.  While  the various
    protective elements are likely to change, such changes as can be  visualized
    are  most  unlikely  to impair  the  fundamentally strong  position  of such
    issues.
 
        Aa -- Bonds which are rated Aa are  judged to be of high quality by  all
    standards.  Together with  the Aaa  group they  comprise what  are generally
    known as high grade bonds. They are rated lower than the best bonds  because
    margins  of  protection  may  not  be  as  large  as  in  Aaa  securities or
    fluctuation of protective elements may be of greater amplitude or there  may
    be  other elements  present which  make the  long-term risk  appear somewhat
    larger than the Aaa securities.
 
        A  --  Bonds  which  are  rated  A  possess  many  favorable  investment
    attributes  and  are  to be  considered  as  upper-medium-grade obligations.
    Factors giving security to principal  and interest are considered  adequate,
    but  elements may  be present which  suggest a  susceptibility to impairment
    some time in the future.
 
        Baa --  Bonds  which  are  rated  Baa  are  considered  as  medium-grade
    obligations,  (i.e., they are neither  highly protected nor poorly secured).
    Interest payments and principal security appear adequate for the present but
    certain protective  elements may  be lacking  or may  be  characteristically
    unreliable  over  any  great length  of  time. Such  bonds  lack outstanding
    investment characteristics and in  fact have speculative characteristics  as
    well.
 
        Ba  -- Bonds which are rated Ba are judged to have speculative elements;
    their future cannot be considered  as well-assured. Often the protection  of
    interest  and principal payments may be  very moderate, and thereby not well
 
                  Statement of Additional Information Page 40
<PAGE>
                          AIM DEVELOPING MARKETS FUND
    safeguarded during both good and bad  times over the future. Uncertainty  of
    position characterizes bonds in this class.
 
        B  --  Bonds which  are rated  B generally  lack characteristics  of the
    desirable investment. Assurance  of interest  and principal  payments or  of
    maintenance  of other terms of the contract over any long period of time may
    be small.
 
        Caa -- Bonds which are rated Caa  are of poor standing. Such issues  may
    be  in default or  there may be  present elements of  danger with respect to
    principal or interest.
 
        Ca  --  Bonds  which  are  rated  Ca  represent  obligations  which  are
    speculative in a high degree. Such issues are often in default or have other
    marked shortcomings.
 
        C  -- Bonds which are  rated C are the lowest  rated class of bonds, and
    issues so rated can be regarded  as having extremely poor prospects of  ever
    attaining any real investment standing.
 
ABSENCE  OF RATING: Where no rating has been assigned or where a rating has been
suspended or withdrawn, it may  be for reasons unrelated  to the quality of  the
issue.
 
Should no rating be assigned, the reason may be one of the following:
 
    1. An application for rating was not received or accepted.
 
    2.  The issue or issuer  belongs to a group  of securities or companies that
are not rated as a matter of policy.
 
    3. There is a lack of essential data pertaining to the issue or issuer.
 
    4. The issue was privately placed, in which case the rating is not published
in Moody's publications.
 
Suspension or withdrawal may occur if new and material circumstances arise,  the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable  up-to-date data  to permit  a judgment  to be  formed; if  a bond is
called for redemption; or for other reasons.
 
Note: Moody's applies  numerical modifiers, 1,  2 and 3  in each generic  rating
classification  from Aa to Caa. The modifier  1 indicates that the Company ranks
in the higher end  of its generic  rating category; the  modifier 2 indicates  a
mid-range  ranking; and the modifier  3 indicates that the  Company ranks in the
lower end of its generic rating category.
 
    STANDARD & POOR'S, a  division of The  McGraw-Hill Companies, Inc.  ("S&P"),
rates  the securities debt of various  entities in categories ranging from "AAA"
to "D"  according  to quality.  Investment  grade  ratings are  the  first  four
categories:
 
        AAA -- An obligation rated "AAA" has the highest rating assigned by S&P.
    The obligor's capacity to meet its financial commitment on the obligation is
    extremely strong.
 
        AA   --  An  obligation  rated  "AA"  differs  from  the  highest  rated
    obligations only  in a  small degree.  The obligor's  capacity to  meet  its
    financial commitment on the obligation is very strong.
 
        A -- An obligation rated "A" is somewhat more susceptible to the adverse
    effects of changes in circumstances and economic conditions than obligations
    in higher rated categories.
 
        BBB   --  An   obligation  rated  "BBB"   exhibits  adequate  protection
    parameters. However, adverse economic  conditions or changing  circumstances
    are  more likely to lead  to a weakened capacity of  the obligor to meet its
    financial commitment on the obligation.
 
        BB, B, CCC, CC, C -- Obligations  rated "BB," "B," "CCC," "CC," and  "C"
    are   regarded  as  having  significant  speculative  characteristics.  "BB"
    indicates the least degree  of speculation and "C"  the highest. While  such
    obligations  will likely  have some quality  and protective characteristics,
    these may be outweighed by large uncertainties or major exposures to adverse
    conditions.
 
        BB -- An  obligation rated "BB"  is less vulnerable  to nonpayment  than
    other  speculative issues. However, it  faces major ongoing uncertainties or
    exposure to adverse business, financial, or economic conditions which  could
    lead  to the obligor's inadequate capacity  to meet its financial commitment
    on the obligation.
 
        B --  An obligation  rated "B"  is more  vulnerable to  nonpayment  than
    obligations  rated "BB," but the obligor  currently has the capacity to meet
    its financial commitment on the obligation. Adverse business, financial,  or
    economic conditions will likely impair the obligor's capacity or willingness
    to meet its financial commitment on the obligation.
 
        CCC  -- An obligation rated "CCC" is currently vulnerable to nonpayment,
    and is dependent upon favorable business, financial, and economic conditions
    for the  obligor to  meet its  financial commitment  on the  obligation.  In
 
                  Statement of Additional Information Page 41
<PAGE>
                          AIM DEVELOPING MARKETS FUND
    the  event  of  adverse  business, financial,  or  economic  conditions, the
    obligor is not likely to have the capacity to meet its financial  commitment
    on the obligation.
 
        CC  --  An  obligation  rated "CC"  is  currently  highly  vulnerable to
    nonpayment.
 
        C -- The "C" rating may be used to cover a situation where a  bankruptcy
    petition  has been filed or  similar action has been  taken, but payments on
    this obligation are being continued.
 
        D --  An obligation  rated "D"  is in  payment default.  The "D"  rating
    category is used when payments on an obligation are not made on the date due
    even  if the  applicable grace period  has not expired,  unless S&P believes
    that such payments  will be made  during such grace  period. The "D"  rating
    also  will be used upon the filing of a bankruptcy petition or the taking of
    a similar action if payments on an obligation are jeopardized.
 
PLUS (+) OR MINUS  (-): The ratings from  "AA" to "CCC" may  be modified by  the
addition  of a  plus or minus  sign to  show relative standing  within the major
rating categories.
 
NR:  Indicates  that  no  public  rating  has  been  requested,  that  there  is
insufficient  information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.
 
DESCRIPTION OF COMMERCIAL PAPER RATINGS
    MOODY'S employs  the  designation  "Prime-1" to  indicate  commercial  paper
having  a superior ability for repayment  of senior short-term debt obligations.
Prime-1 repayment  ability will  often be  evidenced by  many of  the  following
characteristics:  leading market positions  in well-established industries; high
rates of return  on funds employed;  conservative capitalization structure  with
moderate  reliance on debt and ample asset protection; broad margins in earnings
coverage of  fixed financial  charges  and high  internal cash  generation;  and
well-established  access to a range of  financial markets and assured sources of
alternate liquidity. Issues rated Prime-2 have a strong ability for repayment of
senior short-term debt obligations. This normally  will be evidenced by many  of
the  characteristics cited  above but  to a  lesser degree.  Earnings trends and
coverage ratios, while sound, may  be more subject to variation.  Capitalization
characteristics,  while  still appropriate,  may  be more  affected  by external
conditions. Ample alternate liquidity is maintained.
 
    S&P ratings of commercial paper  are graded into several categories  ranging
from  "A1" for the highest quality obligations  to "D" for the lowest. Issues in
the "A"  category are  delineated  with numbers  1, 2,  and  3 to  indicate  the
relative  degree  of safety.  A-1 --  This highest  category indicates  that the
degree of safety regarding timely payment is strong. Those issues determined  to
possess extremely strong safety characteristics will be denoted with a plus sign
(+)  designation.  A-2  -- Capacity  for  timely  payments on  issues  with this
designation is satisfactory; however,  the relative degree of  safety is not  as
high as for issues designated "A-1."
 
The Fund may invest only in high quality commercial paper, i.e. commercial paper
rated  Prime-1 by Moody's, A-1 by S&P, or, if unrated, judged by the Sub-adviser
to be of comparable quality.
 
- --------------------------------------------------------------------------------
 
                              FINANCIAL STATEMENTS
 
- --------------------------------------------------------------------------------
 
   
The audited financial statements  for the Fund  as of October  31, 1997 and  the
fiscal year then ended appear on the following pages.
    
 
                  Statement of Additional Information Page 42
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
- --------------------------------------------------------------------------------
 
To the Shareholders and Board of Directors of
GT Global Developing Markets Fund ("Fund"):
 
We have audited the accompanying statement of assets and liabilities of GT
Global Developing Markets Fund (formerly G.T. Global Developing Markets Fund,
Inc.), including the portfolio of investments, as of October 31, 1997, the
related statement of operations for the ten months then ended and for the year
ended December 31, 1996, the statements of changes in net assets for the ten
months then ended and for each of the two years in the period ended December 31,
1996, and the financial highlights for each of the periods indicated therein.
These financial statements and the financial highlights are the responsibility
of the Fund's management. Our responsibility is to express an opinion on these
financial statements and the financial highlights based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1997, by correspondence with the custodians and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial position of GT
Global Developing Markets Fund as of October 31, 1997, the results of its
operations for the ten months then ended and for the year ended December 31,
1996, the changes in its net assets for the ten months then ended and for each
of the two years in the period ended December 31, 1996, and the financial
highlights for the periods indicated therein, in conformity with generally
accepted accounting principles.
 
                                                        COOPERS & LYBRAND L.L.P.
 
BOSTON, MASSACHUSETTS
DECEMBER 15, 1997
 
                                       F1
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                            PORTFOLIO OF INVESTMENTS
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                           COUNTRY       SHARES         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Energy (13.0%)
  LUKoil Holding - ADR{\/} ................................   RUS              97,586   $  8,172,833         1.8
    OIL
  Sasol Ltd. ..............................................   SAFR            537,556      6,481,964         1.4
    ENERGY SOURCES
  Petroleo Brasileiro S.A. (Petrobras) Preferred ..........   BRZL         27,126,040      5,044,302         1.1
    OIL
  C.A. La Electricidad de Caracas .........................   VENZ          3,443,139      4,526,264         1.0
    ELECTRICAL & GAS UTILITIES
  Companhia Energetica de Minas Gerais (CEMIG) -
   ADR{\/} ................................................   BRZL             94,834      3,793,360         0.8
    ELECTRICAL & GAS UTILITIES
  Centrais Eletricas Brasileiras S.A. (Eletrobras): .......   BRZL                 --             --         0.8
    ELECTRICAL & GAS UTILITIES
    "B" ADR{\/} ...........................................   --              118,958      2,617,076          --
    Preferred .............................................   --            2,112,000        913,846          --
  Chilgener S.A. - ADR{\/} ................................   CHLE            124,972      3,374,244         0.7
    ELECTRICAL & GAS UTILITIES
  Enersis S.A. - ADR{\/} ..................................   CHLE             94,858      3,130,314         0.7
    ELECTRICAL & GAS UTILITIES
  Empresa Nacional de Electricidad S.A. - ADR{\/} .........   CHLE            127,657      2,569,097         0.6
    ELECTRICAL & GAS UTILITIES
  YPF S.A. - ADR{\/} ......................................   ARG              68,960      2,206,720         0.5
    OIL
  The Hub Power Co., Ltd. - GDR-/- {\/} ...................   PAK              70,300      2,196,875         0.5
    ENERGY SOURCES
  Light - Participacoes S.A. ..............................   BRZL          7,485,850      1,914,922         0.4
    ELECTRICAL & GAS UTILITIES
  Light - Servicos de Electricidade S.A. ..................   BRZL          5,322,290      1,767,016         0.4
    ELECTRICAL & GAS UTILITIES
  Surgutneftegaz - ADR-/- {\/} ............................   RUS             174,640      1,484,440         0.3
    OIL
  PTT Exploration and Production Public Co., Ltd. -
   Foreign ................................................   THAI            138,800      1,415,622         0.3
    OIL
  Unified Energy Systems - Reg S GDR-/- {c} {\/} ..........   RUS              40,700      1,271,875         0.3
    ELECTRICAL & GAS UTILITIES
  Manila Electric Co. "B" .................................   PHIL            361,110      1,111,108         0.2
    ELECTRICAL & GAS UTILITIES
  Bombay Suburban Electric Supply (BSES) Ltd. .............   IND             200,000      1,004,209         0.2
    ELECTRICAL & GAS UTILITIES
  MOL Magyar Olaj-es Gazipari RT - Reg S GDR{c} {\/} ......   HGRY             43,600        942,850         0.2
    ENERGY SOURCES
  Mosenergo: ..............................................   RUS                  --             --         0.2
    ELECTRICAL & GAS UTILITIES
    ADR-/- {\/} ...........................................   --               10,964        460,488          --
    144A ADR{.} {\/} ......................................   --               10,000        420,000          --
  Korea Electric Power Corp. - ADR{\/} ....................   KOR              93,330        764,139         0.2
    ELECTRICAL & GAS UTILITIES
  Electricity Generating Public Co., Ltd. - Foreign .......   THAI            447,200        745,333         0.2
    ELECTRICAL & GAS UTILITIES
  Perez Companc S.A. ......................................   ARG             100,460        629,257         0.1
    OIL
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F2
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                           COUNTRY       SHARES         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Energy (Continued)
  Tenaga Nasional Bhd. ....................................   MAL             235,000   $    508,261         0.1
    ELECTRICAL & GAS UTILITIES
  Yukong Ltd. .............................................   KOR              10,980        148,688          --
    OIL
  Guangdong Electric Power Development Co., Ltd. "B"{*} ...   CHNA            201,000        113,371          --
    ENERGY SOURCES
                                                                                        ------------
                                                                                          59,728,474
                                                                                        ------------
Multi-Industry/Miscellaneous (11.6%)
  Barlow Ltd. .............................................   SAFR            657,524      6,629,920         1.4
    CONGLOMERATE
  PT Telekomunikasi Indonesia .............................   INDO          5,018,500      4,683,001         1.0
    MULTI-INDUSTRY
  Anglo American Corporation of South Africa Ltd. .........   SAFR            104,020      4,498,162         1.0
    CONGLOMERATE
  Grupo Carso, S.A. de C.V. "A1" ..........................   MEX             567,700      3,610,164         0.8
    MULTI-INDUSTRY
  Delta Corporation Ltd. (subdivision)-/- .................   ZBBW          2,472,400      3,520,823         0.8
    MULTI-INDUSTRY
  ITC Ltd.: ...............................................   IND                  --             --         0.7
    MULTI-INDUSTRY
    Common ................................................   --              136,000      2,102,842          --
    GDR-/- {\/} ...........................................   --               44,370        811,971          --
  Billiton PLC-/- .........................................   SAFR            980,865      2,875,301         0.6
    CONGLOMERATE
  The Saudi Arabian Investment Fund Ltd.-/- {\/} ..........   UK              281,000      2,810,000         0.6
    COUNTRY FUNDS
  PT Gudang Garam .........................................   INDO            949,500      2,697,744         0.6
    MULTI-INDUSTRY
  China Resources Enterprise Ltd. .........................   HK              870,000      2,386,028         0.5
    CONGLOMERATE
  Shanghai Industrial Holdings Ltd. .......................   HK              471,000      2,096,041         0.5
    MULTI-INDUSTRY
  Sanluis Corporacion, S.A. de C.V. .......................   MEX             263,477      2,044,708         0.4
    CONGLOMERATE
  Central Asia Regional Growth Fund-/- {\/} ...............   IRE             210,000      1,999,200         0.4
    COUNTRY FUNDS
  Malaysian Resources Corp., Bhd. .........................   MAL           2,396,000      1,425,077         0.3
    CONGLOMERATE
  Koc Holding AS ..........................................   TRKY          3,234,900      1,216,923         0.3
    CONGLOMERATE
  Empresas La Moderna, S.A. de C.V. "A"-/- ................   MEX             240,600      1,181,389         0.3
    MULTI-INDUSTRY
  NASR (El) City Company For Housing & Construction-/- ....   EGPT             17,005      1,175,296         0.3
    MISCELLANEOUS
  PT Bimantara Citra ......................................   INDO          1,219,000      1,120,529         0.2
    MULTI-INDUSTRY
  PT Hanjaya Mandala Sampoerna ............................   INDO            590,500      1,032,141         0.2
    MULTI-INDUSTRY
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F3
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                           COUNTRY       SHARES         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Multi-Industry/Miscellaneous (Continued)
  Koor Industries Ltd.: ...................................   ISRL                 --             --         0.2
    CONGLOMERATE
    ADR{\/} ...............................................   --               22,043   $    471,169          --
    Common ................................................   --                2,850        294,482          --
  Graboplast Rt. ..........................................   HGRY             13,452        725,231         0.2
    MISCELLANEOUS
  GT Taiwan Fund-/- +X+ {\/} ..............................   TWN              49,751        626,368         0.1
    COUNTRY FUNDS
  Quinenco S.A. - ADR-/- {\/} .............................   CHLE             32,400        473,850         0.1
    CONGLOMERATE
  Discount Investment Corp. ...............................   ISRL             11,613        316,356         0.1
    MULTI-INDUSTRY
                                                                                        ------------
                                                                                          52,824,716
                                                                                        ------------
Services (11.3%)
  Telecomunicacoes Brasileiras S.A. (Telebras): ...........   BRZL                 --             --         2.3
    TELEPHONE NETWORKS
    ADR{\/} ...............................................   --               57,481      5,834,322          --
    Common ................................................   --           49,594,258      4,408,329          --
  Telefonos de Mexico, S.A. de C.V. "L" - ADR{\/} .........   MEX             176,363      7,627,700         1.7
    TELEPHONE NETWORKS
  Compania Anonima Nacional Telefonos de Venezuela (CANTV)
   - ADR{\/ } .............................................   VENZ            114,579      5,012,831         1.1
    TELEPHONE NETWORKS
  Pick'n Pay Stores Ltd.: .................................   SAFR                 --             --         0.8
    RETAILERS-OTHER
    Common ................................................   --            1,889,154      2,847,477          --
    "N" ...................................................   --              780,702      1,071,234          --
  Cia de Telecomunicaciones de Chile S.A. - ADR{\/} .......   CHLE            128,402      3,563,156         0.8
    TELEPHONE NETWORKS
  Telefonica del Peru S.A. - ADR{\/} ......................   PERU            155,070      3,062,633         0.7
    TELEPHONE NETWORKS
  Cifra, S.A. de C.V.: ....................................   MEX                  --             --         0.3
    RETAILERS-OTHER
    "C" ...................................................   --              636,000      1,104,431          --
    "A" ...................................................   --              306,000        563,626          --
    "B" ...................................................   --               66,334        132,509          --
  Companhia de Saneamento Basico do Estado de Sao Paulo -
   SABESP-/- ..............................................   BRZL          9,188,127      1,666,932         0.4
    BUSINESS & PUBLIC SERVICES
  Mahanagar Telephone Nigam Ltd. ..........................   IND             233,600      1,627,623         0.4
    TELECOM - OTHER
  Telefonica de Argentina S.A. - ADR{\/} ..................   ARG              55,228      1,553,288         0.3
    TELEPHONE NETWORKS
  Indian Hotels Co., Ltd.: ................................   IND                  --             --         0.2
    LEISURE & TOURISM
    GDR-/- {\/} ...........................................   --               35,200        607,200          --
    Common ................................................   --               25,850        418,541          --
  Migros Turk T.A.S. ......................................   TRKY            848,300        890,294         0.2
    RETAILERS-FOOD
  Portugal Telecom S.A. - Registered ......................   PORT             20,551        843,433         0.2
    TELEPHONE NETWORKS
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F4
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                           COUNTRY       SHARES         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Services (Continued)
  TelecomAsia Corp. - Foreign-/- ..........................   THAI          1,878,600   $    841,164         0.2
    TELEPHONE NETWORKS
  PT Citra Marga Nusaphala Persada ........................   INDO          2,847,000        812,862         0.2
    BUSINESS & PUBLIC SERVICES
  PT Indosat ..............................................   INDO            344,500        779,683         0.2
    TELECOM - OTHER
  Santa Isabel S.A. - ADR{\/} .............................   CHLE             40,666        752,321         0.2
    RETAILERS-FOOD
  Sonae Investimentos-Sociedade Gestora de Participacoes
   Sociais S.A. ...........................................   PORT             18,602        695,194         0.2
    RETAILERS-OTHER
  Danubius Hotel and Spa Rt.-/- ...........................   HGRY             21,940        686,611         0.2
    LEISURE & TOURISM
  Konsortium Perkapalan Bhd. ..............................   MAL             267,000        501,277         0.1
    TRANSPORTATION - SHIPPING
  Pakistan Telecommunications Co., Ltd. - GDR-/- {\/} .....   PAK               6,000        486,000         0.1
    TELEPHONE NETWORKS
  Advanced Info. Service - Foreign ........................   THAI             85,700        460,478         0.1
    WIRELESS COMMUNICATIONS
  Investec-Consultoria Internacional S.A.-/- ..............   PORT             14,612        457,144         0.1
    BROADCASTING & PUBLISHING
  Super Sol Ltd. ..........................................   ISRL            154,231        443,830         0.1
    RETAILERS-FOOD
  BEC World Public Co., Ltd. - Foreign ....................   THAI             77,800        406,418         0.1
    BROADCASTING & PUBLISHING
  Estabelecimentos Jeronimo Martins & Filho, Sociedade
   Gestora de Participacoes Sociais S.A. ..................   PORT              3,854        252,110         0.1
    RETAILERS-OTHER
  Siam Makro Public Co., Ltd. - Foreign-/- ................   THAI            170,000        224,129          --
    RETAILERS-OTHER
  PT Matahari Putra Prima .................................   INDO          1,035,000        201,811          --
    RETAILERS-APPAREL
  Telecomunicacoes de Sao Paulo S.A. (TELESP) Preferred ...   BRZL            495,118        129,349          --
    TELEPHONE NETWORKS
  Guangshen Railway Co., Ltd. .............................   HK              162,000         50,298          --
    TRANSPORTATION - ROAD & RAIL
                                                                                        ------------
                                                                                          51,016,238
                                                                                        ------------
Materials/Basic Industry (10.9%)
  Kimberly-Clark de Mexico, S.A. de C.V. "A" ..............   MEX           1,389,779      6,125,014         1.3
    PAPER/PACKAGING
  SA Iron & Steel Industrial Corp., Ltd. (ISCOR) ..........   SAFR          9,521,806      4,948,964         1.1
    METALS - STEEL
  Sappi Ltd. ..............................................   SAFR            587,133      3,722,985         0.8
    FOREST PRODUCTS
  Helwan Portland Cement Co.-/- ...........................   EGPT            166,230      3,507,942         0.8
    CEMENT
  Suez Cement Co. - Reg S GDR{c} {\/} .....................   EGPT            158,195      3,282,546         0.7
    CEMENT
  Apasco S.A. .............................................   MEX             428,533      2,617,387         0.6
    CEMENT
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F5
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                           COUNTRY       SHARES         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Materials/Basic Industry (Continued)
  Industrias Penoles S.A. (CP) ............................   MEX             634,803   $  2,527,808         0.6
    METALS - NON-FERROUS
  Ameriyah Cement Co.-/- ..................................   EGPT             94,500      2,390,294         0.5
    CEMENT
  De Beers Centenary AG - Linked Unit{=} ..................   SAFR             78,000      1,861,622         0.4
    MISC. MATERIALS & COMMODITIES
  Torah Portland Cement Co.-/- ............................   EGPT             67,950      1,858,632         0.4
    CEMENT
  Hindalco Industries Ltd. ................................   IND              63,600      1,660,561         0.4
    METALS - NON-FERROUS
  Paints & Chemical Industry: .............................   EGPT                 --             --         0.3
    CHEMICALS
    Common-/- .............................................   --               31,400      1,052,916          --
    144A GDR{.} -/- {\/} ..................................   --               44,000        440,000          --
  Pohang Iron & Steel Co., Ltd. - ADR{\/} .................   KOR              88,870      1,444,138         0.3
    METALS - STEEL
  Turk Sise ve Cam Fabrikalari AS-/- ......................   TRKY         16,264,000      1,396,565         0.3
    GLASS
  North Cairo Flour Mills-/- ..............................   EGPT             32,010      1,393,376         0.3
    MISC. MATERIALS & COMMODITIES
  Pannonplast Rt. .........................................   HGRY             20,732      1,138,897         0.2
    MISC. MATERIALS & COMMODITIES
  Helioplis Housing-/- ....................................   EGPT              8,000      1,094,353         0.2
    BUILDING MATERIALS & COMPONENTS
  Grupo Industrial Minera Mexico "L" ......................   MEX             277,300        823,598         0.2
    METALS - NON-FERROUS
  Maanshan Iron and Steel Co. "H"{*} ......................   CHNA          4,939,000        785,895         0.2
    METALS - STEEL
  Sociedad Quimica y Minera de Chile S.A. - ADR{\/} .......   CHLE             12,200        632,875         0.1
    CHEMICALS
  Israel Chemicals Ltd. ...................................   ISRL            499,158        625,750         0.1
    CHEMICALS
  Cosco Pacific Ltd. ......................................   HK              516,000        600,776         0.1
    PAPER/PACKAGING
  Cimpor-Cimentos de Portugal, SGPS S.A. ..................   PORT             21,964        555,972         0.1
    CEMENT
  PT Aneka Tambang-/- .....................................   INDO          1,364,500        532,117         0.1
    METALS - NON-FERROUS
  Engro Chemicals Pakistan Ltd. ...........................   PAK             137,800        435,263         0.1
    CHEMICALS
  HI Cement Corp. .........................................   PHIL          3,961,000        361,117         0.1
    CEMENT
  Cahya Mata Sarawak Bhd. .................................   MAL             355,000        345,509         0.1
    BUILDING MATERIALS & COMPONENTS
  Siam Cement Co., Ltd. - Foreign .........................   THAI             39,800        338,597         0.1
    CEMENT
  Agros Holding S.A.-/- ...................................   POL              16,123        338,212         0.1
    MISC. MATERIALS & COMMODITIES
  Compania de Minas Buenaventura S.A. - ADR{\/} ...........   PERU             16,000        287,000         0.1
    METALS - NON-FERROUS
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F6
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                           COUNTRY       SHARES         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Materials/Basic Industry (Continued)
  PT Indah Kiat Pulp & Paper Corp.Tbk .....................   INDO            709,000   $    271,553         0.1
    PAPER/PACKAGING
  Fauji Fertilizer Co., Ltd. ..............................   PAK             116,300        258,997         0.1
    MISC. MATERIALS & COMMODITIES
                                                                                        ------------
                                                                                          49,657,231
                                                                                        ------------
Finance (8.3%)
  ABSA Group Ltd. .........................................   SAFR            761,136      4,509,849         1.0
    BANKS-REGIONAL
  Uniao Bancos Brasileiras "A" Preferred ..................   BRZL        142,972,483      3,628,783         0.8
    BANKS-MONEY CENTER
  State Bank of India Ltd.: ...............................   IND                  --             --         0.7
    BANKS-MONEY CENTER
    Common ................................................   --              267,000      1,931,961          --
    GDR{\/} ...............................................   --               71,640      1,318,176          --
  Administradora de Fondos de Pensiones Provida S.A. -
   ADR{\/} ................................................   CHLE            142,366      2,384,631         0.5
    INVESTMENT MANAGEMENT
  Egyptian American Bank SAE-/- ...........................   EGPT             57,663      1,857,088         0.4
    BANKS-MONEY CENTER
  Commercial International Bank: ..........................   EGPT                 --             --         0.4
    BANKS-MONEY CENTER
    144A GDR{.} {\/} ......................................   --               58,000      1,261,500          --
    Common ................................................   --               23,940        553,789          --
  Banco de A. Edwards - ADR{\/} ...........................   CHLE            100,934      1,753,728         0.4
    BANKS-MONEY CENTER
  Credicorp Ltd. - ADR{\/} ................................   PERU             94,800      1,700,475         0.4
    BANKS-MONEY CENTER
  Global Menkul Degerler AS-/- ............................   TRKY         69,103,256      1,601,182         0.4
    SECURITIES BROKER
  Banco LatinoAmericano de Exportaciones S.A. (Bladex)
   "E"{\/} ................................................   PAN              37,631      1,495,832         0.3
    OTHER FINANCIAL
  Turkiye Is Bankasi (Isbank) "C" .........................   TRKY         15,098,500      1,461,119         0.3
    BANKS-MONEY CENTER
  Banco Frances del Rio de la Plata S.A. - ADR{\/} ........   ARG              48,968      1,205,837         0.3
    BANKS-MONEY CENTER
  Aksigorta A.S. ..........................................   TRKY         15,080,000      1,171,573         0.3
    INSURANCE - MULTI-LINE
  Liberty Life Association of Africa Ltd. .................   SAFR             37,400        933,056         0.2
    INSURANCE-LIFE
  BPI-SGPS S.A. ...........................................   PORT             40,637        914,217         0.2
    BANKS-MONEY CENTER
  Yapi ve Kredi Bankasi AS ................................   TRKY         29,106,092        888,639         0.2
    BANKS-REGIONAL
  Kookmin Bank - GDR-/- {\/} ..............................   KOR             128,480        822,272         0.2
    BANKS-MONEY CENTER
  Ayala Land, Inc. "B" ....................................   PHIL          1,723,800        675,278         0.1
    REAL ESTATE
  Bank Leumi Le - Israel ..................................   ISRL            406,668        624,411         0.1
    BANKS-REGIONAL
  Metroplex Bhd. ..........................................   MAL           1,751,000        610,141         0.1
    REAL ESTATE
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F7
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                           COUNTRY       SHARES         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Finance (Continued)
  Turkiye Garanti Bankasi AS ..............................   TRKY         11,565,600   $    599,025         0.1
    BANKS-REGIONAL
  Bank Hapoalim Ltd. ......................................   ISRL            244,830        579,448         0.1
    BANKS-REGIONAL
  Muslim Commercial Bank Ltd.-/- ..........................   PAK             546,500        558,844         0.1
    BANKS-MONEY CENTER
  JSC Kazkommertsbank Co. - GDR-/- {\/} (.) ...............   KAZ              26,600        558,600         0.1
    BANKS-REGIONAL
  SM Prime Holdings, Inc. .................................   PHIL          2,664,600        470,670         0.1
    REAL ESTATE
  Thai Farmers Bank Public Co., Ltd. - Foreign ............   THAI            166,400        455,323         0.1
    BANKS-REGIONAL
  Bank Slaski S.A. ........................................   POL               7,316        426,767         0.1
    BANKS-MONEY CENTER
  Banco Santander Chile - ADR{\/} .........................   CHLE             28,100        365,300         0.1
    BANKS-REGIONAL
  Land and House Public Co., Ltd. - Foreign ...............   THAI            392,300        341,555         0.1
    REAL ESTATE
  Belle Corp.-/- ..........................................   PHIL          3,297,000        300,581         0.1
    REAL ESTATE
  Malaysian Assurance Alliance Bhd. .......................   MAL             116,200        209,432          --
    INSURANCE - MULTI-LINE
  Bangkok Bank Public Co., Ltd. - Foreign .................   THAI             56,400        196,418          --
    BANKS-MONEY CENTER
  C & P Homes, Inc. .......................................   PHIL          1,382,000        104,339          --
    REAL ESTATE
                                                                                        ------------
                                                                                          38,469,839
                                                                                        ------------
Consumer Non-Durables (6.5%)
  South African Breweries Ltd. ............................   SAFR            226,892      6,037,874         1.3
    BEVERAGES - ALCOHOLIC
  Fomento Economico Mexicano, S.A. de C.V. "B" ............   MEX             738,356      5,217,126         1.1
    BEVERAGES - ALCOHOLIC
  Gruma S.A. "B"-/- .......................................   MEX             883,073      3,468,838         0.8
    FOOD
  Companhia Cervejaria Brahma Preferred ...................   BRZL          4,662,721      2,918,430         0.6
    BEVERAGES - ALCOHOLIC
  C.G. Smith Foods Ltd. ...................................   SAFR            174,000      2,496,050         0.5
    FOOD
  Eastern Tobacco Co.-/- ..................................   EGPT             90,785      2,276,300         0.5
    TOBACCO
  A-Ahram Beverages Co. S.A.E. - 144A GDR{.} -/- {\/} .....   EGPT             62,514      1,719,135         0.4
    BEVERAGES - ALCOHOLIC
  Embotelladora Andina S.A.: ..............................   CHLE                 --             --         0.4
    BEVERAGES - NON-ALCOHOLIC
    "B" ADR{\/} ...........................................   --               41,497        850,689          --
    "A" ADR{\/} ...........................................   --               34,400        825,600          --
  Hindustan Lever Ltd. ....................................   IND              40,650      1,438,245         0.3
    PERSONAL CARE/COSMETICS
  San Miguel Corp. "B" ....................................   PHIL            851,600        958,353         0.2
    BEVERAGES - ALCOHOLIC
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F8
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                           COUNTRY       SHARES         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Consumer Non-Durables (Continued)
  Compania Cervecerias Unidas S.A. ADR{\/} ................   CHLE             36,800   $    897,000         0.2
    BEVERAGES - ALCOHOLIC
  Zaklady Piwowarskie w Zywcu S.A. (Zywiec) ...............   POL               4,461        333,293         0.1
    BEVERAGES - ALCOHOLIC
  Reliance Industries Ltd. - GDR-/- {\/} (.) ..............   IND              12,100        255,008         0.1
    TEXTILES & APPAREL
  Kuala Lumpur Kepong Bhd. ................................   MAL              60,000        144,187          --
    OTHER CONSUMER GOODS
  La Tondena Distillers, Inc. .............................   PHIL            137,900         84,469          --
    BEVERAGES - ALCOHOLIC
                                                                                        ------------
                                                                                          29,920,597
                                                                                        ------------
Technology (2.3%)
  Asustek Computer Inc. - Reg. S GDR-/- {c} {\/} ..........   TWN             830,248     10,149,782         2.2
    COMPUTERS & PERIPHERALS
  Clal Electronics Industries Ltd. ........................   ISRL              2,754        399,041         0.1
    SEMICONDUCTORS
  LG Information & Communication ..........................   KOR               2,728        156,860          --
    TELECOM TECHNOLOGY
                                                                                        ------------
                                                                                          10,705,683
                                                                                        ------------
Capital Goods (1.6%)
  New World Infrastructure Ltd.-/- ........................   HK            1,076,000      2,129,728         0.5
    CONSTRUCTION
  Cheung Kong Infrastructure Holdings .....................   HK              643,000      1,663,648         0.4
    CONSTRUCTION
  United Engineers Ltd. ...................................   MAL             428,000      1,015,680         0.2
    CONSTRUCTION
  Irkutskenergo - ADR-/- {\/} .............................   RUS              68,712        927,612         0.2
    ELECTRICAL PLANT/EQUIPMENT
  Daewoo Heavy Industries .................................   KOR              99,000        577,500         0.1
    INDUSTRIAL COMPONENTS
  Elektrim Spolka Akcyjna S.A. ............................   POL              58,947        555,592         0.1
    ELECTRICAL PLANT/EQUIPMENT
  ECI Telecommunications Ltd.{\/} .........................   ISRL             16,200        447,525         0.1
    TELECOM EQUIPMENT
  Sungmi Telecom Electronics Co. ..........................   KOR                 184          8,999          --
    TELECOM EQUIPMENT
                                                                                        ------------
                                                                                           7,326,284
                                                                                        ------------
Health Care (1.6%)
  Egypt International Pharmaceutical Industries Co.
   (EIPICO) ...............................................   EGPT             33,200      2,402,118         0.5
    PHARMACEUTICALS
  Richter Gedeon Rt. - Reg S GDR{c} {\/} ..................   HGRY             17,552      1,632,336         0.4
    PHARMACEUTICALS
  Ranbaxy Laboratories Ltd. ...............................   IND              79,850      1,555,391         0.3
    MEDICAL TECHNOLOGY & SUPPLIES
  Teva Pharmaceutical Industries Ltd. .....................   ISRL             25,548      1,189,452         0.3
    PHARMACEUTICALS
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       F9
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
EQUITY INVESTMENTS                                           COUNTRY       SHARES         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Health Care (Continued)
  PT Kalbe Farma - Foreign ................................   INDO            479,000   $    293,538         0.1
    PHARMACEUTICALS
                                                                                        ------------
                                                                                           7,072,835
                                                                                        ------------
Consumer Durables (1.4%)
  Arcelik AS ..............................................   TRKY         12,233,800      1,367,315         0.3
    APPLIANCES & HOUSEHOLD
  Bajaj Auto Ltd. .........................................   IND              79,200      1,261,094         0.3
    AUTOMOBILES
  Qingling Motors Co., Ltd.{*} ............................   CHNA          1,671,000      1,091,662         0.2
    AUTOMOBILES
  Tata Engineering and Locomotive Co., Ltd.: ..............   IND                  --             --         0.2
    AUTOMOBILES
    GDR{\/} ...............................................   --               48,000        499,200          --
    Common ................................................   --               25,000        219,069          --
  Samsung Electronics Co. - 144A GDR{.} -/- {\/} ..........   KOR              34,850        705,713         0.2
    CONSUMER ELECTRONICS
  PT Astra International, Inc. ............................   INDO            785,000        584,923         0.1
    AUTOMOBILES
  Mahindra & Mahindra Ltd. ................................   IND              43,300        430,653         0.1
    AUTOMOBILES
                                                                                        ------------
                                                                                           6,159,629
                                                                                        ------------       -----
 
TOTAL EQUITY INVESTMENTS (cost $359,966,965) ..............                              312,881,526        68.5
                                                                                        ------------       -----
<CAPTION>
 
                                                                          PRINCIPAL        VALUE         % OF NET
FIXED INCOME INVESTMENTS                                     CURRENCY      AMOUNT         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Government & Government Agency Obligations (10.1%)
  Argentina (1.2%)
    Republic of Argentina:
      Global Bond, 11.375% due 1/30/17 ....................   USD           2,741,000      2,617,655         0.6
      Par Bond Series L, 5.5% due 3/31/23++ ...............   USD           2,690,000      1,830,881         0.4
      Global Bond, 11% due 10/9/06 ........................   USD             720,000        713,700         0.2
  Brazil (0.4%)
    Republic of Brazil, Par Z-L Bond, 5.25% due
     4/15/24++ ............................................   USD           3,020,000      1,996,975         0.4
  Bulgaria (2.1%)
    Republic of Bulgaria:
      Front Loaded Interest Reduction Bond Series A, 2.25%
       due 7/28/12++ ......................................   USD           9,017,000      4,914,265         1.1
      Interest Arrears Bond, 6.6875% due 7/28/11 -
       Euro+ ..............................................   USD           7,099,000      4,663,156         1.0
  Ecuador (0.4%)
    Republic of Ecuador, Discount Bond, 6.6875% due 2/28/25
     - Euro+ ..............................................   USD           2,845,000      1,998,613         0.4
  Mexico (2.2%)
    United Mexican States:
      Discount Bond Series A, 6.6925% due 12/31/19+ +/+ ...   USD           6,110,000      5,533,369         1.2
      Global Bond, 9.875% due 1/15/07 .....................   USD           1,615,000      1,633,169         0.4
      Global Bond, 11.375% due 9/15/16 ....................   USD           1,455,000      1,547,756         0.3
      Global Bond, 11.5% due 5/15/26 ......................   USD           1,421,000      1,534,680         0.3
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F10
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                          PRINCIPAL        VALUE         % OF NET
FIXED INCOME INVESTMENTS                                     CURRENCY      AMOUNT         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Government & Government Agency Obligations (Continued)
  Panama (0.6%)
    Republic of Panama, Interest Reduction Bond, 3.75% due
     7/17/14++ ............................................   USD           3,536,000   $  2,486,250         0.6
  Peru (0.3%)
    Republic of Peru, Past Due Interest Bond, 4% due
     3/7/17++ .............................................   USD           2,533,000      1,443,810         0.3
  South Africa (0.8%)
    Republic of South Africa, 13% due 8/31/10{j} ..........   ZAR          20,173,000      3,807,589         0.8
  United States (1.6%)
    United States Treasury:
      6.375% due 8/15/27 ..................................   USD           4,032,000      4,149,180         0.9
      5.875% due 9/30/02 ..................................   USD           3,033,000      3,049,587         0.7
  Venezuela (0.5%)
    Republic of Venezuela, Par Bond Series A, 6.75% due
     3/31/20+/+ ...........................................   USD           2,543,000      2,128,173         0.5
                                                                                        ------------
Total Government & Government Agency Obligations (cost
 $49,316,056) .............................................                               46,048,808
                                                                                        ------------
Sovereign Debt (4.9%)
  Russia (4.9%)
    Bank for Foreign Economic Affairs (Vnesheconombank)
     Loan Agreement:
      Assignment ** -/- {j} ...............................   USD          22,635,000     20,131,003         4.4
      Participation ** -/- ................................   DEM           4,186,000      2,227,112         0.5
                                                                                        ------------
Total Sovereign Debt (cost $12,006,889) ...................                               22,358,115
                                                                                        ------------
Corporate Bonds (3.2%)
  Argentina (0.5%)
    Supermercados Norte, 10.875% due 2/9/04 - 144A{.} .....   USD           1,193,000      1,109,490         0.3
    Acindar Industrial Argentina, 11.25% due 2/15/04 ......   USD             661,000        654,390         0.2
  Brazil (0.2%)
    RBS Participacoes S.A., 11% due 4/1/07 - 144A{.} ......   USD           1,107,000      1,079,325         0.2
  China (0.6%)
    Panda Global Energy Co., 12.5% due 4/15/04{.} .........   USD           2,139,000      2,010,660         0.4
    Greater Beijing First, 9.5% due 6/15/07 - 144A{.} .....   USD             960,000        876,000         0.2
  Dominican Republic (0.1%)
    Tricom S.A., 11.375% due 9/1/04 - 144A{.} .............   USD             652,000        645,480         0.1
  Hong Kong (0.1%)
    Road King Infrastructure, 9.5% due 7/15/07 -
     144A{.} ..............................................   USD             700,000        652,750         0.1
  India (0.2%)
    Tata Electric Co., 8.5% due 8/19/17 - 144A{.} .........   USD           1,093,000        954,189         0.2
  Indonesia (0.1%)
    Pratama Datakom Asia BV, 12.75% due 7/15/05 -
     144A{.} ..............................................   USD             653,000        574,640         0.1
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F11
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          PRINCIPAL        VALUE         % OF NET
FIXED INCOME INVESTMENTS                                     CURRENCY      AMOUNT         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
Corporate Bonds (Continued)
  Mexico (0.8%)
    Petroleos Mexicanos:
      9.5% due 9/15/27 - 144A{.} ..........................   USD           2,104,000   $  1,930,420         0.4
      8.85% due 9/15/07 - 144A{.} .........................   USD           1,050,000      1,009,313         0.2
    Copamex Industrias S.A., 11.375% due 4/30/04 -
     144A{.} ..............................................   USD             996,000      1,088,130         0.2
  Russia (0.4%)
    Lukinter Finance BV Convertible, 3.5% due 5/6/02 -
     144A{.} ..............................................   USD             851,000      1,144,595         0.3
    Mosenergo Finance BV, 8.375% due 10/9/02 - 144A{.} ....   USD             555,000        488,400         0.1
  South Africa (0.2%)
    Eskom, 11% due 6/1/08 .................................   ZAR           4,990,000        826,527         0.2
                                                                                        ------------
Total Corporate Bonds (cost $15,533,169) ..................                               15,044,309
                                                                                        ------------       -----
 
TOTAL FIXED INCOME INVESTMENTS (cost $76,856,114) .........                               83,451,232        18.2
                                                                                        ------------       -----
 
<CAPTION>
 
                                                                         UNDERLYING
                                                                           NOMINAL         VALUE         % OF NET
OPTIONS                                                      CURRENCY      AMOUNT         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
  Federal Republic of Brazil Debt Conversion Bond, Call
   Option, strike 82.25, expires 1/12/98 (cost
   $312,660) ..............................................   USD          17,370,000        126,732          --
                                                                                        ------------       -----
    GOVERNMENT & GOVERNMENT AGENCY OBLIGATIONS
<CAPTION>
 
                                                                           NO. OF          VALUE         % OF NET
RIGHTS                                                       COUNTRY       RIGHTS         (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
  PT Matahari Putra Prima Rights, expire 12/3/97 ..........   INDO          2,070,000        115,320          --
    RETAILERS-APPAREL
  Telecomunicacoes de Sao Paulo S.A. (TELESP) Rights,
   expire 11/12/97 ........................................   BRZL            257,975            234          --
    TELEPHONE NETWORKS
                                                                                        ------------       -----
 
TOTAL RIGHTS (cost $0) ....................................                                  115,554          --
                                                                                        ------------       -----
<CAPTION>
 
                                                                           NO. OF          VALUE         % OF NET
WARRANTS                                                     COUNTRY      WARRANTS        (NOTE 1)        ASSETS
- -----------------------------------------------------------  --------   -------------   ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
  Belle Corp. Warrants, expire 2002 (cost $0) .............   PHIL            659,400            122          --
                                                                                        ------------       -----
    OIL
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F12
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           VALUE         % OF NET
REPURCHASE AGREEMENT                                                                      (NOTE 1)        ASSETS
- -----------------------------------------------------------                             ------------   -------------
<S>                                                          <C>        <C>             <C>            <C>
  Dated October 31, 1997, with State Street Bank & Trust
   Co., due November 3, 1997, for an effective yield of
   5.57%, collateralized by $34,850,000 U.S. Treasury Bond,
   8.875% due 8/15/17 (market value of collateral is
   $45,720,975, including accrued interest).
   (cost $44,816,933)  ....................................                             $ 44,816,933         9.8
                                                                                        ------------       -----
 
TOTAL INVESTMENTS (cost $481,952,672)  * ..................                              441,392,099        96.5
Other Assets and Liabilities ..............................                               15,987,089         3.5
                                                                                        ------------       -----
 
NET ASSETS ................................................                             $457,379,188       100.0
                                                                                        ------------       -----
                                                                                        ------------       -----
</TABLE>
 
- --------------
 
        -/-  Non-income producing security.
       {\/}  U.S. currency denominated.
        {.}  Security exempt from registration under Rule 144A of the Securities
             Act of 1933. These securities may be resold in transactions exempt
             from registration, normally to qualified institutional buyers.
        {c}  Security issued under Regulation S. Rule 144A and additional
             restrictions may apply in the resale of such securities.
        +X+  The GT Global Developing Markets Fund (the "Fund") has invested in
             the GT Global Taiwan Fund, a fund managed by LGT Asset Management
             Ltd. who is an affiliate of the Fund's manager, Chancellor LGT
             Asset Management, Inc.
         **  Underlying loan agreement currently in default.
        {j}  All or part of the Fund's holdings in this security is segregated
             as collateral for when-issued securities. See Note 1 to the
             Financial Statements.
         ++  The coupon rate shown on step-up coupon bond represents the rate at
             period end.
          +  The coupon rate shown on floating rate note represents the rate at
             period end.
        +/+  Issued with detachable warrants or value recovery rights. The
             current market value of each warrant or right is zero.
        {*}  Security denominated in Hong Kong Dollars.
        {=}  Each Centenary Linked Unit consists of 1 registered deferred share
             of De Beers Consolidated Mine + 1 Centenary Depositary Receipt.
        (.)  Restricted securities: At October 31, 1997, the Fund owned the
             following restricted securities constituting 0.2% of net assets
             which may not be publicly sold without registration under the
             Securities Act of 1933 (Note 1). Additional information on the
             securities is as follows:
 
<TABLE>
<CAPTION>
                                 ACQUISITION                              MARKET VALUE
DESCRIPTION                         DATE        SHARES        COST          PER SHARE
- ------------------------------  -------------  ---------  -------------  ---------------
<S>                             <C>            <C>        <C>            <C>
JSC Kazkommertsbank Co. -
 GDR..........................     7/15/97        26,600   $   500,080      $   21.00
Reliance Industries - GDR.....     5/20/94        12,100       223,850          21.08
</TABLE>
 
          *  For Federal income tax purposes, cost is $483,269,089 and
             appreciation (depreciation) is as follows:
 
<TABLE>
                 <S>                              <C>
                 Unrealized appreciation:         $  26,262,525
                 Unrealized depreciation:           (68,139,515)
                                                  -------------
                 Net unrealized depreciation:     $ (41,876,990)
                                                  -------------
                                                  -------------
</TABLE>
 
    Abbreviations:
    ADR--American Depository Receipt
    GDR--Global Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F13
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                       PORTFOLIO OF INVESTMENTS  (cont'd)
 
                                October 31, 1997
 
- --------------------------------------------------------------------------------
The Fund's Portfolio of Investments at October 31, 1997, was concentrated in the
following countries:
 
<TABLE>
<CAPTION>
                                               PERCENTAGE OF NET ASSETS {D}
                                        -------------------------------------------
                                                 FIXED INCOME,
                                                   RIGHTS &      SHORT-TERM
COUNTRY (COUNTRY CODE/CURRENCY CODE)    EQUITY     WARRANTS       & OTHER     TOTAL
- --------------------------------------  ------   -------------   ----------   -----
<S>                                     <C>      <C>             <C>          <C>
Argentina (ARG/ARS) ..................    1.2         1.7                       2.9
Brazil (BRZL/BRL) ....................    7.6         0.6                       8.2
Bulgaria (BUL/LEV) ...................                2.1                       2.1
Chile (CHLE/CLP) .....................    4.8                                   4.8
China (CHNA/RMB) .....................    0.4         0.6                       1.0
Dominican Republic (DR/USD) ..........                0.1                       0.1
Ecuador (ECDR/ECS) ...................                0.4                       0.4
Egypt (EGPT/EGP) .....................    5.7                                   5.7
Hong Kong (HK/HKD) ...................    2.0         0.1                       2.1
Hungary (HGRY/HUF) ...................    1.2                                   1.2
India (IND/INR) ......................    3.8         0.2                       4.0
Indonesia (INDO/IDR) .................    2.9         0.1                       3.0
Ireland (IRE/IEP) ....................    0.4                                   0.4
Israel (ISRL/ILS) ....................    1.2                                   1.2
Kazakhstan (KAZ/KTS) .................    0.1                                   0.1
Korea (KOR/KRW) ......................    1.0                                   1.0
Malaysia (MAL/MYR) ...................    0.9                                   0.9
Mexico (MEX/MXN) .....................    8.1         3.0                      11.1
Pakistan (PAK/PKR) ...................    0.9                                   0.9
Panama (PAN/PND) .....................    0.3         0.6                       0.9
Peru (PERU/PES) ......................    1.2         0.3                       1.5
Philippines (PHIL/PHP) ...............    0.8                                   0.8
Poland (POL/PLZ) .....................    0.4                                   0.4
Portugal (PORT/PTE) ..................    0.9                                   0.9
Russia (RUS/SUR) .....................    2.8         5.3                       8.1
South Africa (SAFR/ZAR) ..............   10.5         1.0                      11.5
Taiwan (TWN/TWD) .....................    2.3                                   2.3
Thailand (THAI/THB) ..................    1.2                                   1.2
Turkey (TRKY/TRL) ....................    2.4                                   2.4
United Kingdom (UK/GBP) ..............    0.6                                   0.6
United States (US/USD) ...............                1.6           13.3       14.9
Venezuela (VENZ/VEB) .................    2.1         0.5                       2.6
Zimbabwe (ZBBW/ZWD) ..................    0.8                                   0.8
                                        ------      -----          -----      -----
Total  ...............................   68.5        18.2           13.3      100.0
                                        ------      -----          -----      -----
                                        ------      -----          -----      -----
</TABLE>
 
- --------------
 
{d}  Percentages indicated are based on net assets of $457,379,188.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                 FORWARD FOREIGN CURRENCY CONTRACTS OUTSTANDING
                                OCTOBER 31, 1997
 
<TABLE>
<CAPTION>
                                           MARKET VALUE     CONTRACT    DELIVERY    UNREALIZED
CONTRACTS TO SELL:                        (U.S. DOLLARS)      PRICE       DATE    (DEPRECIATION)
- ----------------------------------------  --------------   -----------  --------  --------------
<S>                                       <C>              <C>          <C>       <C>
Deutsche Marks..........................     1,681,647         1.84950  11/06/97   $  (113,656)
Indonesian Rupiahs......................     1,114,206      3610.00000  11/05/97        (6,173)
South African Rands.....................     3,338,977         5.04500   1/30/98       (73,645)
                                          --------------                          --------------
  Total Contracts to Sell (Receivable
   amount $5,941,356)...................     6,134,830                                (193,474)
                                          --------------                          --------------
THE VALUE OF CONTRACTS TO SELL AS A
 PERCENTAGE OF NET ASSETS IS 1.34%.
  Total Open Forward Foreign Currency
   Contracts............................                                           $  (193,474)
                                                                                  --------------
                                                                                  --------------
</TABLE>
 
- ----------------
See Note 1 to the financial statements.
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F14
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                              STATEMENT OF ASSETS
                                 AND LIABILITIES
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                               <C>         <C>
Assets:
  Investments in securities, at value (cost $481,952,672) (Note 1)..........................  $441,392,099
  U.S. currency.................................................................  $1,159,740
  Foreign currencies (cost $14,108,834).........................................  14,122,604   15,282,344
                                                                                  ----------
  Receivable for securities sold............................................................   13,029,046
  Interest receivable.......................................................................    1,251,368
  Dividends receivable......................................................................      366,109
  Unamortized organizational costs (Note 1).................................................       85,312
  Miscellaneous receivable..................................................................       11,894
                                                                                              -----------
    Total assets............................................................................  471,418,172
                                                                                              -----------
Liabilities:
  Payable for securities purchased..........................................................   12,905,923
  Payable for investment management and administration fees (Note 2)........................      722,480
  Payable for open forward foreign currency contracts (Note 1)..............................      193,474
  Payable for professional fees.............................................................       39,732
  Payable for printing and postage expenses.................................................       37,656
  Payable for custodian fees................................................................       30,062
  Payable for Directors' fees and expenses (Note 2).........................................       15,494
  Payable for transfer agent fees (Note 2)..................................................        5,964
  Payable for fund accounting fees (Note 2).................................................        4,387
  Payable for registration and filing fees..................................................        2,127
  Other accrued expenses....................................................................       81,685
                                                                                              -----------
    Total liabilities.......................................................................   14,038,984
                                                                                              -----------
Net assets..................................................................................  $457,379,188
                                                                                              -----------
                                                                                              -----------
Class A:
Net asset value per share ($457,379,188 DIVIDED BY 36,416,667 shares outstanding)...........  $     12.56
                                                                                              -----------
                                                                                              -----------
Net assets consist of:
  Paid in capital (Note 4)..................................................................  $545,103,263
  Undistributed net investment income.......................................................    8,645,635
  Accumulated net realized loss on investments and foreign currency transactions............  (55,602,092)
  Net unrealized depreciation on translation of assets and liabilities in foreign
   currencies...............................................................................     (207,045)
  Net unrealized depreciation of investments................................................  (40,560,573)
                                                                                              -----------
Total -- representing net assets applicable to capital shares outstanding...................  $457,379,188
                                                                                              -----------
                                                                                              -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F15
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                            STATEMENTS OF OPERATIONS
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                               TEN MONTHS
                                                                                  ENDED       YEAR ENDED
                                                                               OCTOBER 31,   DECEMBER 31,
                                                                                  1997           1996
                                                                              -------------  -------------
<S>                                                                           <C>            <C>
Investment income: (Note 1)
  Interest income...........................................................   $11,436,242    $20,641,051
  Dividend income (net of foreign withholding tax of $365,717 and $420,409,
   respectively)............................................................     5,481,523      7,351,830
  Other income..............................................................            --         74,487
                                                                              -------------  -------------
    Total investment income.................................................    16,917,765     28,067,368
                                                                              -------------  -------------
Expenses:
  Investment management fees (Note 2).......................................     6,274,911      6,673,159
  Administration fees (Note 2)..............................................     1,108,912      1,191,681
  Custodian fees (Note 1)...................................................       317,289        332,166
  Fund accounting fees (Note 2).............................................       108,484        119,321
  Professional fees.........................................................        92,091        101,382
  Printing and postage expenses.............................................        33,504         65,880
  Transfer agent fees (Note 2)..............................................        63,520        190,834
  Amortization of organization costs (Note 1)...............................        58,930         70,949
  Directors' fees and expenses (Note 2).....................................        25,536         38,064
  Registration and filing fees..............................................            --          3,000
  Other expenses............................................................       119,278         37,139
                                                                              -------------  -------------
    Total expenses before reductions........................................     8,202,455      8,823,575
      Expense reductions (Notes 1 & 5)......................................      (374,173)      (162,760)
                                                                              -------------  -------------
    Total net expenses......................................................     7,828,282      8,660,815
                                                                              -------------  -------------
Net investment income.......................................................     9,089,483     19,406,553
                                                                              -------------  -------------
Net realized and unrealized gain (loss) on investments and foreign
  currencies: (Note 1)
  Net realized gain on investments..........................................    46,804,651      1,845,666
  Net realized loss on foreign currency transactions........................    (1,151,351)      (900,512)
                                                                              -------------  -------------
    Net realized gain during the periods....................................    45,653,300        945,154
                                                                              -------------  -------------
  Net change in unrealized appreciation (depreciation) on translation of
   assets and liabilities in foreign currencies.............................      (297,303)        91,835
  Net change in unrealized appreciation (depreciation) of investments.......  (101,078,671)    78,628,364
                                                                              -------------  -------------
    Net unrealized appreciation (depreciation) during the periods...........  (101,375,974)    78,720,199
                                                                              -------------  -------------
Net realized and unrealized gain (loss) on investments and foreign
 currencies.................................................................   (55,722,674)    79,665,353
                                                                              -------------  -------------
Net increase (decrease) in net assets resulting from operations.............   $(46,633,191)  $99,071,906
                                                                              -------------  -------------
                                                                              -------------  -------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F16
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                      STATEMENTS OF CHANGES IN NET ASSETS
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
 
                                                                    TEN MONTHS
                                                                       ENDED      YEAR ENDED DECEMBER 31,
                                                                    OCTOBER 31,   ------------------------
                                                                       1997          1996         1995
                                                                   -------------  -----------  -----------
<S>                                                                <C>            <C>          <C>
Increase (Decrease) in net assets
Operations:
  Net investment income..........................................   $ 9,089,483   $19,406,553  $26,375,900
  Net realized gain (loss) on investments and foreign currency
   transactions..................................................    45,653,300       945,154  (78,379,558)
  Net change in unrealized appreciation (depreciation) on
   translation of assets and liabilities in foreign currencies...      (297,303)       91,835       (3,021)
  Net change in unrealized appreciation (depreciation) of
   investments...................................................  (101,078,671)   78,628,364   47,401,359
                                                                   -------------  -----------  -----------
    Net increase (decrease) in net assets resulting from
     operations..................................................   (46,633,191)   99,071,906   (4,605,320)
                                                                   -------------  -----------  -----------
Distributions to shareholders: (Note 1)
  From net investment income.....................................            --   (17,407,047) (26,292,834)
                                                                   -------------  -----------  -----------
Capital share transactions: (Note 4)
  Adjustment to estimate of initial offering expenses............            --            --      373,757
                                                                   -------------  -----------  -----------
    Total increase (decrease) in net assets......................   (46,633,191)   81,664,859  (30,524,397)
Net assets:
  Beginning of period............................................   504,012,379   422,347,520  452,871,917
                                                                   -------------  -----------  -----------
  End of period *................................................   $457,379,188  $504,012,379 $422,347,520
                                                                   -------------  -----------  -----------
                                                                   -------------  -----------  -----------
 * Includes undistributed net investment income (loss) of........   $ 8,645,635   $   363,782  $    (7,034)
                                                                   -------------  -----------  -----------
                                                                   -------------  -----------  -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F17
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                              FINANCIAL HIGHLIGHTS
 
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding,
total investment return, ratios and supplemental data. This information has been
derived from information provided in the financial statements and market price
data for the shares.
 
<TABLE>
<CAPTION>
                                                                               JANUARY 11, 1994
                                                                                (COMMENCEMENT
                                          TEN MONTHS         YEAR ENDED         OF OPERATIONS)
                                             ENDED          DECEMBER 31,              TO
                                          OCTOBER 31,  ----------------------    DECEMBER 31,
                                             1997         1996        1995           1994
                                          -----------  ----------  ----------  ----------------
<S>                                       <C>          <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....   $   13.84   $   11.60   $   12.44      $   15.00
                                          -----------  ----------  ----------  ----------------
Income from investment operations:
  Net investment income.................        0.25        0.53        0.72           0.35
  Net realized and unrealized gain
   (loss) on investments................       (1.53)       2.19       (0.84)         (2.46)
                                          -----------  ----------  ----------  ----------------
    Net increase (decrease) from
     investment operations..............       (1.28)       2.72       (0.12)         (2.11)
                                          -----------  ----------  ----------  ----------------
Distributions to shareholders:
  From net investment income............          --       (0.48)      (0.72)         (0.35)
  From net realized gain on
   investments..........................          --          --          --          (0.10)
                                          -----------  ----------  ----------  ----------------
    Total distributions.................          --       (0.48)      (0.72)         (0.45)
                                          -----------  ----------  ----------  ----------------
Net asset value, end of period..........   $   12.56   $   13.84   $   11.60      $   12.44
                                          -----------  ----------  ----------  ----------------
                                          -----------  ----------  ----------  ----------------
Market value, end of period.............   $   11.81   $   11.63   $    9.75      $    9.75
                                          -----------  ----------  ----------  ----------------
                                          -----------  ----------  ----------  ----------------
 
Total investment return (based on market
 value).................................        1.62%(b)     24.18%      6.60%       (32.16)% (b)
 
Total investment return (based on net
 asset value)...........................       (9.25)%(b)     23.59%     (0.95)%       (14.07)% (b)
Ratios and supplemental data:
Net assets, end of period (in 000's)....   $ 457,379   $ 504,012   $ 422,348      $ 452,872
Ratio of net investment income to
 average net assets.....................        2.03%(a)      4.07%      6.33%         2.75 % (a)
Ratio of expenses to average net assets:
  With expense reductions (Notes 1 &
   5)...................................        1.75%(a)      1.82%      1.77%         2.01 % (a)
  Without expense reductions............        1.83%(a)      1.85%      1.80%         2.01 % (a)
Portfolio turnover rate.................         184%(a)       138%        75%           56 %
Average commission rate per share paid
 on portfolio transactions..............   $  0.0023   $  0.0022         N/A            N/A
</TABLE>
 
- ----------------
 
 (a) Annualized
 (b) Not annualized
N/A  Not Applicable.
 
These financial highlights provide per share financial information of G.T.
Global Developing Markets Fund, Inc. ("Predecessor Fund") for the periods
shown. The fees and expenses of the Fund differ from those of the
Predecessor Fund (See Note 2).
 
    The accompanying notes are an integral part of the financial statements.
 
                                      F18
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                                    NOTES TO
                              FINANCIAL STATEMENTS
                                October 31, 1997
 
- --------------------------------------------------------------------------------
 
1. SIGNIFICANT ACCOUNTING POLICIES
GT Global Developing Markets Fund ("Fund") is a separate series of G.T.
Investment Funds, Inc. ("Company"). The Company is organized as a Maryland
corporation and is registered under the Investment Company Act of 1940, as
amended ("1940 Act"), as an open-end management investment company. The Company
has thirteen series of shares in operation, each series corresponding to a
distinct portfolio of investments.
 
On October 31, 1997, at the close of business, the Fund acquired the assets and
assumed the liabilities of G.T. Global Developing Markets Fund, Inc., a Maryland
corporation registered under the 1940 Act as a non-diversified closed-end
management investment company ("Predecessor Fund"), in exchange for Class A
shares of the Fund in a tax-free reorganization of the Predecessor Fund.
Shareholders of the Predecessor Fund approved the reorganization on October 20,
1997. Prior to October 28, 1997 the Closed-End Fund's shares traded on the New
York Stock Exchange. As a result of the reorganization of the Predecessor Fund
into the Fund, the Fund has a fiscal year end of October 31 to coincide with the
fiscal years of the other series of the Company. Class A shares of the Fund
issued in connection with the reorganization of the Predecessor Fund will be
subject to a 2% redemption fee for redemptions until May 1, 1998. The financial
statements presented are the financial statements for the Predecessor Fund.
 
Commencing November 1, 1997, the Fund began to offer Class A, Class B, and
Advisor Class shares, each of which has equal rights as to assets and voting
privileges except that 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
service and 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 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 on 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 Chancellor LGT Asset
Management, Inc. (the "Manager") to be the primary market.
 
Fixed income investments are valued at the mean of representative quoted bid and
asked prices for securities or, if such prices are not available, at prices for
securities 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 at 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
Fund's Board of Directors.
 
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 Fund's Board of Directors.
 
(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 fluctuations
existing 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 investments, 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 and losses arise from
 
                                      F19
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
changes in the value of assets and liabilities other than investments in
securities at year 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, United States 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 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 counterparty 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
marked-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 an 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 and
bond markets 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 and bond
markets 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 collection of income on securities, income is
recorded net of all withholding tax with any rebate recorded when received. The
Fund may trade securities on other than normal settlement terms. This may
increase the market 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 October 31, 1997, stocks with an aggregate value of approximately $29,571,465
were on loan to brokers. The loans were secured by cash collateral of
$33,239,507 received by the Fund. For international
 
                                      F20
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
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 each loan. For the period ended October 31, 1997, the Fund received
securities lending income of $302,308 which was used to reduce the Fund's
custodian fees and administrative expenses.
 
(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 Federal taxes on income, capital
gains, and unrealized appreciation of securities held, or excise tax on income
and capital gains. The Fund currently has a capital loss carryforward of
$54,472,976 which expires in 2003.
 
(J) DISTRIBUTIONS TO SHAREHOLDERS
Distributions 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) DEFERRED ORGANIZATIONAL EXPENSES
Expenses incurred by the Fund in connection with its organization, its
registration with the Securities and Exchange Commission and with various states
aggregated $353,775. These expenses are being amortized on a straightline basis
over a five-year period.
 
(L) 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.
 
(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) 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. At the end of the period, restricted
securities (excluding 144A issues) are shown at the end of the Fund's Portfolio
of Investments.
 
(O) SECURITIES PURCHASED ON A WHEN-ISSUED OR FORWARD COMMITMENT BASIS
The Fund may trade securities on a when-issued or forward commitment basis, with
payment and delivery scheduled for a future date. These transactions are subject
to market fluctuations and are subject to the risk that the value at delivery
may be more or less than the trade date purchase price. Although the Fund will
generally purchase these securities with the intention of acquiring such
securities, they may sell such securities before the settlement date. These
securities are identified on the accompanying Portfolio of Investments. The Fund
has purchased and sold when-issued securities during the period and has set
aside liquid securities as collateral for these commitments.
 
(P) LINE OF CREDIT
The Fund, along with certain other funds advised and/or administered by the
Manager ("GT Funds"), has a line of credit with each of BankBoston and State
Street Bank & Trust Company. The arrangements with the banks allow the GT Funds
to borrow an aggregate maximum amount of $200,000,000. The Fund is limited to
borrowing up to 33 1/3% of the value of the Fund's total assets. On October 31,
1997, the Fund had no loans outstanding.
 
For the period ended October 31, 1997, the weighted average outstanding daily
balance of bank loans (based on the number of days the loans were outstanding)
for the Fund was $12,607,909, with a weighted average interest rate of 6.29%.
Interest expense for the Fund for the period ended October 31, 1997 was $24,241,
and is included in "Other Expenses" on the Statement of Operations.
 
2. RELATED PARTIES
 
(A) PREDECESSOR FUND THROUGH OCTOBER 31, 1997
Chancellor LGT Asset Management, Inc. was the Predecessor Fund's investment
manager and administrator. The Predecessor Fund paid the Manager investment
management fees, which were computed weekly and paid monthly, at the annualized
rate of 1.40% of the funds average weekly net assets. The Manager also acted as
administrator of the Predecessor Fund and paid the Manager administration fees,
which were computed and paid monthly, at an annualized rate of 0.25% of the
Fund's average weekly net assets.
 
The Manager was the pricing and accounting agent for the Predecessor Fund. The
monthly fee for these services to the Manager was a percentage, not to exceed
0.03% annually, of the Predecessor Fund's average daily net assets. The annual
fee rate was derived by applying 0.03% to the first $5 billion of assets of all
registered mutual funds advised by the Manager and 0.02% to the assets in excess
of
 
                                      F21
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
$5 billion and allocating the result according to the Predecessor Fund's average
daily net assets.
 
The Predecessor Fund paid each of its Directors who was not an employee, officer
or director of the Manager or any of its affiliated companies $5,000 per year
plus $300 for each meeting of the board or any committee thereof attended by the
Director.
 
(B) THE FUND COMMENCING NOVEMBER 1, 1997
Chancellor LGT Asset Management, Inc. is the Fund's investment manager and
administrator. The Fund pays the Manager investment management and
administration fees at the annualized rate of 0.975% on the first $500 million
of 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.
 
GT Global, Inc. ("GT Global"), an affiliate of the Manager, serves as the Fund's
distributor. The Fund offers Class A, Class B, and Advisor Class shares for
purchase.
 
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. GT Global 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. Purchases of Class A shares exceeding $500,000 may be subject to
a contingent deferred sales charge ("CDSC") upon redemption, in accordance with
the Fund's current prospectus. GT Global 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, GT Global, 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. In addition, GT Global makes ongoing shareholder servicing and trail
commission payments to dealers whose clients hold Class B shares.
 
Pursuant to Rule 12b-1 under the 1940 Act, the Company's Board of Directors has
adopted separate distribution plans with respect to the Fund's Class A shares
("Class A Plan") and Class B shares ("Class B Plan"), pursuant to which the Fund
reimburses GT Global for a portion of its shareholder servicing and distribution
expenses. Under the Class A Plan, the Fund may 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 may pay GT Global a distribution fee at
the annualized rate of up to 0.50% 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 GT Global's expenditures incurred in providing services as distributor.
All expenses for which GT Global is reimbursed under the Class A Plan will have
been incurred within one year of such reimbursement.
 
Pursuant to the Fund's Class B Plan, the Fund may 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 GT Global's expenditures incurred in servicing and
maintaining shareholder accounts, and may 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 may be carried forward for reimbursement in subsequent years as long as
that Plan continues in effect.
 
The Manager and GT Global voluntarily have undertaken to limit the Fund's
expenses (exclusive of brokerage commissions, taxes, interest, and extraordinary
expenses) to the maximum annual rate of 2.00%, 2.50%, and 1.50% 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 the waivers by
the Manager of investment management and administration fees, waivers by GT
Global of payments under the Class A Plan and/or Class B Plan and/ or
reimbursements by the Manager or GT Global of portions of the Fund's other
operating expenses.
 
GT Global Investor Services, Inc. ("GT Services"), an affiliate of the Manager
and GT Global, is the transfer agent of the Fund. For performing shareholder
servicing, reporting and general transfer agent services, GT Services receives
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 is 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 by
applying 0.03% to the first $5 billion of assets of all registered mutual funds
advised by the Manager and 0.02% to the assets in excess of $5 billion and
allocating the result according to the Fund's average daily net assets.
 
The Company pays each of its Directors who is not an employee, officer or
director of the Manager or any of its affiliated companies $5,000 per year plus
$300 for each meeting of the board or any committee thereof attended by the
Director.
 
3. PURCHASES AND SALES OF SECURITIES
For the year ended October 31, 1997, purchases and sales of investment
securities by the Fund, other than U.S. government obligations and short-term
investments, aggregated $736,422,573 and $765,404,012, respectively. Purchases
of U.S. government obligations by the Fund were $7,226,388 for the year. There
were no sales of U.S. government obligations by the Fund for the year.
 
4. CAPITAL SHARES
At October 31, 1997, the Predecessor Fund was authorized to issue 100 million
shares of capital stock, $0.001 par value, all of which was classified as Common
Stock.
 
At October 31, 1997, there were 6,000,000,000 shares of the Company's common
stock authorized, at $0.0001 par value. Of this amount, 200,000,000 were
classified as shares of GT Global Developing Markets Fund; 400,000,000 were
classified as shares of GT
 
                                      F22
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
Global Government Income Fund; 200,000,000 were classified as shares of GT
Global Health Care Fund; 200,000,000 were classified as shares of GT Global
Strategic Income Fund; 200,000,000 were classified as shares of GT Global
Currency Fund (inactive); 200,000,000 were classified as shares of GT Global
Growth & Income Fund; 200,000,000 were classified as shares of GT Global Small
Companies Fund (inactive); 200,000,000 were classified as shares of GT Global
Latin America Growth Fund; 400,000,000 were classified as shares of GT Global
Telecommunications Fund; 200,000,000 were classified as shares of GT Global
Emerging Markets Fund; 200,000,000 were classified as shares of GT Global High
Income Fund; 200,000,000 were classified as shares of GT Global Financial
Services Fund; 200,000,000 were classified as shares of GT Global Natural
Resources Fund; 200,000,000 were classified as shares of GT Global
Infrastructure Fund; and 200,000,000 were classified as shares of GT Global
Consumer Products and Services Fund. The shares of each of the foregoing series
of the Company were divided equally into two classes, designated Class A and
Class B common stock. With respect to the issuance of Advisor Class shares,
100,000,000 shares were classified as shares of each of the fourteen series of
the Company and designated as Advisor Class common stock. 1,100,000,000 shares
remain unclassified.
 
5. EXPENSE REDUCTIONS
The Manager has directed certain portfolio trades to brokers who paid a portion
of the Fund's expenses. For the year ended October 31, 1997, the Fund's expenses
were reduced by $71,865 under these arrangements.
 
- --------------
FEDERAL TAX INFORMATION (UNAUDITED):
 
For its fiscal year ended October 31, 1997, the total amount of income received
by the Fund from sources within foreign countries and possessions of the United
States was approximately $.7797 per share (representing an approximate total of
$15,509,507). The total amount of taxes paid by the Fund to such countries was
approximately $.0213 per share (representing an approximate total of $424,399).
 
                                      F23
<PAGE>
                       GT GLOBAL DEVELOPING MARKETS FUND
 
                                     NOTES
 
- --------------------------------------------------------------------------------
<PAGE>
                          AIM DEVELOPING MARKETS FUND
 
   
                                  AIM/GT FUNDS
    
 
   
  AIM DISTRIBUTORS OFFERS A BROAD RANGE OF FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS. FOR MORE INFORMATION AND A PROSPECTUS ON ANY OF THE FUNDS LISTED
  BELOW,  INCLUDING FEES, EXPENSES AND THE RISKS OF GLOBAL AND EMERGING MARKET
  INVESTING AND THE RISKS OF  INVESTING IN RELATED INDUSTRIES, PLEASE  CONTACT
  YOUR FINANCIAL ADVISER OR CALL 1-800-824-1580.
    
 
GROWTH FUNDS
 
/ / GLOBALLY DIVERSIFIED FUNDS
 
   
AIM NEW DIMENSION FUND
    
   
Captures global growth opportunities by investing directly in the six global
theme funds
    
 
   
AIM WORLDWIDE GROWTH FUND
    
Invests around the world, including the U.S.
 
   
AIM INTERNATIONAL GROWTH FUND
    
Provides portfolio diversity by investing outside
the U.S.
 
   
AIM EMERGING MARKETS FUND
    
Gives access to the growth potential of developing economies
 
   
AIM DEVELOPING MARKETS FUND
    
Invests in debt and equity securities of developing market issuers
 
/ / GLOBAL THEME FUNDS
 
   
AIM GLOBAL CONSUMER PRODUCTS AND
SERVICES FUND
    
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
 
   
AIM GLOBAL FINANCIAL SERVICES FUND
    
Focuses on the worldwide opportunities from the demand for financial services
and products
 
   
AIM GLOBAL HEALTH CARE FUND
    
Invests in growing health care industries worldwide
 
   
AIM GLOBAL INFRASTRUCTURE FUND
    
Seeks companies that build, improve or maintain a country's infrastructure
 
   
AIM GLOBAL RESOURCES FUND
    
Concentrates on companies that own, explore or develop natural resources
 
   
AIM GLOBAL TELECOMMUNICATIONS FUND
    
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
 
/ / REGIONALLY DIVERSIFIED FUNDS
 
   
AIM NEW PACIFIC GROWTH FUND
    
Offers  access  to the  emerging  and established  markets  of the  Pacific Rim,
excluding Japan
 
   
AIM EUROPE GROWTH FUND
    
Focuses on investment opportunities in Europe
 
   
AIM LATIN AMERICAN GROWTH FUND
    
Invests in the emerging markets of Latin America
 
/ / SINGLE COUNTRY FUNDS
 
   
AIM SMALL CAP EQUITY FUND
    
Invests in equity securities of small U.S. companies
 
   
AIM MID CAP GROWTH FUND
    
Concentrates on medium-sized companies in the U.S.
 
   
AIM AMERICA VALUE FUND
    
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
 
   
AIM JAPAN GROWTH FUND
    
Provides U.S. investors with direct access to the Japanese market
 
GROWTH AND INCOME FUND
 
   
AIM GLOBAL GROWTH & INCOME FUND
    
Invests in blue-chip stocks and government bonds from around the world
 
INCOME FUNDS
 
   
AIM GLOBAL GOVERNMENT INCOME FUND
    
Earns monthly income from global government securities
 
   
AIM STRATEGIC INCOME FUND
    
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
 
   
AIM GLOBAL HIGH INCOME FUND
    
Invests in debt securities in emerging markets
 
   
AIM FLOATING RATE FUND
    
Invests primarily in senior secured floating rate loans that have the potential
to achieve a high level of current income
 
MONEY MARKET FUND
 
   
AIM DOLLAR FUND
    
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital
 
   
                                     [LOGO]
 
  NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO  GIVE
  ANY  INFORMATION  OR  TO  MAKE  ANY  REPRESENTATION  NOT  CONTAINED  IN THIS
  STATEMENT OF ADDITIONAL INFORMATION AND, IF GIVEN OR MADE, SUCH  INFORMATION
  OR  REPRESENTATION MUST NOT BE RELIED UPON  AS HAVING BEEN AUTHORIZED BY AIM
  INVESTMENT FUNDS, INC., AIM DEVELOPING MARKETS  FUND, A I M ADVISORS,  INC.,
  INVESCO  (NY), INC. OR A I M DISTRIBUTORS, INC. THIS STATEMENT OF ADDITIONAL
  INFORMATION DOES NOT  CONSTITUTE AN  OFFER TO  SELL OR  SOLICITATION OF  ANY
  OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
  PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
    
 
                                                                   GROSX703   MC
<PAGE>
   
                           AIM INVESTMENT FUNDS, INC.
                           PART C: OTHER INFORMATION
    
 
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
 
   
    (a) FINANCIAL STATEMENTS -- The following audited financial statements as of
October  31, 1997, and for the fiscal year  then ended, for Class A, Class B and
Advisor Class shares of the AIM Global Income Funds (consisting of AIM Strategic
Income Fund, AIM Global Government Income Fund and AIM Global High Income Fund),
AIM Global Theme Funds  (consisting of AIM  Global Telecommunications Fund,  AIM
Global  Health  Care  Fund,  AIM  Global  Financial  Services  Fund,  AIM Global
Infrastructure Fund, AIM Global Resources Fund and AIM Global Consumer  Products
and  Services Fund),  AIM Global  Growth &  Income Fund,  AIM Developing Markets
Fund, AIM  Emerging Markets  Fund and  AIM Latin  American Growth  Fund, each  a
series  of the Registrant,  are included in the  Funds' Statements of Additional
Information and are filed herewith:
    
 
   
    --  Reports of Independent Accountants
    
 
   
    --  Portfolios of Investments
    
 
   
    --  Statements of Assets and Liabilities
    
 
   
    --  Statements of Operations
    
 
   
    --  Statements of Changes in Net Assets
    
 
   
    --  Financial Highlights
    
 
   
    --  Notes to Financial Statements
    
 
    (b) EXHIBITS REQUIRED BY PART C, ITEM 24 OF FORM N-1A.
 
   
         (1)(a)     Registrant's Articles of Incorporation dated October 27,
                    1987 (1).
         (1)(b)     Articles Supplementary to Registrant's Articles of
                    Incorporation dated December 18, 1987 (1).
         (1)(c)     Articles Supplementary to Registrant's Articles of
                    Incorporation dated February 17, 1987 (1).
         (1)(d)     Articles of Amendment to Registrant's Articles of
                    Incorporation dated March 29, 1988 (1).
         (1)(e)     Articles Supplementary to Registrant's Articles of
                    Incorporation dated April 27, 1989 (1).
         (1)(f)     Articles Supplementary to Registrant's Articles of
                    Incorporation dated July 18, 1991 (1).
         (1)(g)     Articles Supplementary to Registrant's Articles of
                    Incorporation dated July 31, 1991 (1).
         (1)(h)     Articles Supplementary to Registrant's Articles of
                    Incorporation dated December 31, 1991 (1).
         (1)(i)     Articles Supplementary to Registrant's Articles of
                    Incorporation dated March 11, 1992 (1).
         (1)(j)     Articles Supplementary to Registrant's Articles of
                    Incorporation dated August 31, 1992 (1).
         (1)(k)     Articles of Amendment to Registrant's Articles of
                    Incorporation dated January 25, 1993 (1).
         (1)(l)     Articles Supplementary to Registrant's Articles of
                    Incorporation dated November 15, 1993 (1).
 
                                      C-1
    
<PAGE>
   
<TABLE>
<S>                 <C>
         (1)(m)     Articles Supplementary to Registrant's Articles of
                    Incorporation dated January 26, 1994 (1).
         (1)(n)     Articles Supplementary to Registrant's Articles of
                    Incorporation dated January 26, 1994 (1).
         (1)(o)     Articles Supplementary to Registrant's Articles of
                    Incorporation dated September 23, 1994 (1).
         (1)(p)     Articles Supplementary to Registrant's Articles of
                    Incorporation dated January 30, 1995 (7).
         (1)(q)     Articles Supplementary to Registrant's Articles of
                    Incorporation dated October 24, 1997 (2).
         (2)        Registrant's By-Laws (1).
         (3)        Not applicable.
         (4)        Instruments defining the rights of holders of Registrant's
                    shares of common stock (6).
         (5)(a)     Form of Investment Management and Administration Contract --
                    Filed herewith.
         (5)(b)     Form of Investment Sub-Advisory and Sub-Administration
                    Contract -- Filed herewith.
         (6)(a)     Form of Distribution Agreement with respect to Class A
                    shares -- Filed herewith.
         (6)(b)     Form of Distribution Agreement with respect to Class B
                    shares -- Filed herewith.
         (6)(c)     Form of Distribution Agreement with respect to Advisor Class
                    shares -- Filed herewith.
         (7)        Not applicable.
         (8)        Custodian Agreement between Registrant and State Street Bank
                    and Trust Company (1).
         (9)(a)     Transfer Agency Contract (1).
         (9)(b)     Fund Accounting and Pricing Agent Agreement (4).
         (9)(c)     Other material contracts:
</TABLE>
    
 
   
                  (i) Form of Selected Dealer Agreement -- Filed herewith.
    
 
   
                  (ii) Form of Bank Sales Contract -- Filed herewith.
    
 
   
                 (iii) Form of Shareholder Service Agreement -- Filed herewith.
    
 
   
                 (iv) Form of Bank Shareholder Service Agreement -- Filed
                      herewith.
    
 
   
                  (v) Form of Service Agreement for Bank Trust Department and
                      for Broker -- To be Filed.
    
 
   
                 (vi) Form of Administration Agreement -- Filed herewith.
    
 
   
                 (vii) Form of Sub-Administration Agreement -- Filed herewith.
    
 
   
        (10)(a)     Opinion and Consent of Counsel relating to AIM Global
                    Government Income Fund and AIM Strategic Income Fund (1).
        (10)(b)     Opinion and Consent of Counsel relating to AIM Global Health
                    Care Fund (1).
        (10)(c)     Opinion and Consent of Counsel relating to AIM Global Growth
                    & Income Fund (1).
        (10)(d)     Opinion and Consent of Counsel relating to AIM Global Latin
                    American Growth Fund and AIM Global Small Companies Fund
                    (1).
        (10)(e)     Opinion and Consent of Counsel relating to AIM Global
                    Telecommunications Fund and AIM Global Financial Services
                    Fund (1).
 
                                      C-2
    
<PAGE>
   
<TABLE>
<S>                 <C>
        (10)(f)     Opinion and Consent of Counsel relating to AIM Emerging
                    Markets Fund (1).
        (10)(g)     Opinion and Consent of Counsel relating to AIM Global High
                    Income Fund (1).
        (10)(h)     Opinion and Consent of Counsel relating to AIM Global
                    Infrastructure Fund and AIM Global Resources Fund (1).
        (10)(i)     Opinion and Consent of Counsel relating to AIM Global
                    Consumer Products and Services Fund and AIM Global Financial
                    Services Fund (1).
        (10)(j)     Opinion and Consent of Counsel relating to AIM Developing
                    Markets Fund (2).
        (11)        Consents  of   Coopers   &   Lybrand   L.L.P.,   Independent
                    Accountants, relating to:
</TABLE>
    
 
   
                  (i) AIM Global Consumer Products and Services Fund, AIM Global
                      Financial Services Fund, AIM Global Health Care Fund, AIM
                      Global Infrastructure Fund, AIM Global Resources Fund, AIM
                      Global Telecommunications Fund -- Filed herewith.
    
 
   
                  (ii) AIM Global Government Income Fund, AIM Strategic Income
                       Fund and AIM Global High Income Fund -- Filed herewith.
    
 
   
                 (iii) AIM Global Growth & Income Fund -- Filed herewith.
    
 
   
                 (iv) AIM Latin American Growth Fund and AIM Emerging Markets
                      Fund -- Filed herewith.
    
 
   
                  (v) AIM Developing Markets Fund -- Filed herewith.
    
 
   
        (12)        Not applicable.
        (13)        Not applicable.
        (14)(a)     IRA Application -- Filed herewith.
        (14)(b)     SEP and SARSEP IRA Adoption Agreement -- Filed herewith.
        (14)(c)     Profit Sharing/Money Purchase Pension Plan -- Filed
                    herewith.
        (14)(d)     403(b) Plan -- Filed herewith.
        (14)(e)     SIMPLE IRA Application -- Filed herewith.
        (14)(f)     Roth IRA Application -- Filed herewith.
        (15)(a)     Form of Distribution Plan adopted pursuant to Rule 12b-1
                    with respect to Class A shares -- Filed herewith.
        (15)(b)     Form of Distribution Plan adopted pursuant to Rule 12b-1
                    with respect to Class B shares -- Filed herewith.
        (16)        Schedules of Computation of Performance Data relating to the
                    Class A, Class B and Advisor Class shares of:
 
    
 
   
                  (i) AIM Global Government Income Fund (5).
    
 
   
                  (ii) AIM Strategic Income Fund (5).
    
 
   
                 (iii) AIM Global Health Care Fund (5).
    
 
   
                 (iv) AIM Global Growth & Income Fund -- Filed herewith.
    
 
   
                  (v) AIM Latin American Growth Fund (5).
    
 
   
                 (vi) AIM Global Telecommunications Fund (5).
    
 
   
                 (vii) AIM Emerging Markets Fund (5).
    
 
   
                (viii) AIM Global High Income Fund (5).
    
 
   
                 (ix) AIM Global Financial Services Fund (5).
    
 
   
                  (x) AIM Global Infrastructure Fund (5).
    
 
   
                 (xi) AIM Global Resources Fund (5).
    
 
   
                 (xii) AIM Global Consumer Products and Services Fund (5).
    
 
   
                (xiii) AIM Developing Markets Fund (2).
    
 
   
        (17)        Financial Data Schedules (4).
 
                                      C-3
    
<PAGE>
   
<TABLE>
<S>                 <C>
        (18)        Multiple Class Plan adopted pursuant to Rule 18f-3 -- To be
                    Filed.
 
Other Exhibits:
        (a)         Power of Attorney for Helge K. Lee and Michael A. Silver for
                    AIM Investment Funds, Inc. (2).
        (b)         Power of Attorney for Helge K. Lee and Michael A. Silver for
                    Global Investment Portfolio (a New York common law trust)
                    (3).
        (c)         Power of Attorney for Helge K. Lee and Michael A. Silver for
                    Global High Income Portfolio (a New York common law trust)
                    (3).
        (d)         Power of Attorney for Helge K. Lee and Michael A. Silver for
                    Global Investment Portfolio (a Delaware business trust) --
                    Filed herewith.
        (e)         Power of Attorney for Helge K. Lee and Michael A. Silver for
                    Global High Income Portfolio (a Delaware business trust) --
                    Filed herewith.
</TABLE>
    
 
- ------------------------
   
(1)   Incorporated  by  reference  to  the  identically  enumerated  Exhibit  of
    Post-Effective Amendment No. 46 to the Registration Statement on Form  N-1A,
    filed on December 30, 1996.
    
 
   
(2)   Incorporated  by  reference  to  the  identically  enumerated  Exhibit  of
    Post-Effective Amendment No. 49 to the Registration Statement on Form  N-1A,
    filed on October 30, 1997.
    
 
   
(3)   Incorporated  by  reference  to  the  identically  enumerated  Exhibit  of
    Post-Effective Amendment No. 50 to the Registration Statement on Form  N-1A,
    filed on December 24, 1997.
    
 
   
(4)   Incorporated  by  reference  to  the  identically  enumerated  Exhibit  of
    Post-Effective Amendment No. 51 to the Registration Statement on Form  N-1A,
    filed on January 30, 1998.
    
 
   
(5)   Incorporated  by  reference  to  the  identically  enumerated  Exhibit  of
    Post-Effective Amendment No. 44 to the Registration Statement on Form  N-1A,
    filed on February 28, 1996.
    
 
   
(6)   Incorporated  by  reference  to  the  identically  enumerated  Exhibit  of
    Post-Effective Amendment No. 47 to the Registration Statement on Form  N-1A,
    filed on February 26, 1997.
    
 
   
(7)   Incorporated  by  reference  to  the  identically  enumerated  Exhibit  of
    Post-Effective Amendment No. 42 to the Registration Statement on Form  N-1A,
    filed on June 30, 1995.
    
 
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT
 
    None.
 
   
ITEM 26. NUMBER OF HOLDERS OF SECURITIES AS OF MAY 7, 1998.
    
 
   
<TABLE>
<CAPTION>
                                                                                                  NUMBER OF RECORD
TITLE OF CLASS                                                                                        HOLDERS
- ------------------------------------------------------------------------------------------------  ----------------
<S>                                                                                               <C>
   Capital Stock, $0.01 par value, of:
      AIM Global Growth & Income Fund Class A...................................................         20,064
      AIM Global Growth & Income Fund Class B...................................................         31,652
      AIM Global Growth & Income Fund Advisor Class.............................................            363
      AIM Strategic Income Fund Class A.........................................................          9,390
      AIM Strategic Income Fund Class B.........................................................         17,184
      AIM Strategic Income Fund Advisor Class...................................................             89
      AIM Global Government Income Fund Class A.................................................         10,304
      AIM Global Government Income Fund Class B.................................................          6,811
      AIM Global Government Income Fund Advisor Class...........................................             41
      AIM Global High Income Fund Class A.......................................................          8,062
      AIM Global High Income Fund Class B.......................................................         12,605
      AIM Global High Income Fund Advisor Class.................................................            289
      AIM Global Health Care Fund Class A.......................................................         34,047
</TABLE>
    
 
                                      C-4
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                                  NUMBER OF RECORD
TITLE OF CLASS                                                                                        HOLDERS
- ------------------------------------------------------------------------------------------------  ----------------
      AIM Global Health Care Fund Class B.......................................................         11,738
<S>                                                                                               <C>
      AIM Global Health Care Fund Advisor Class.................................................            174
      AIM Latin American Growth Fund Class A....................................................         18,144
      AIM Latin American Growth Fund Class B....................................................         15,388
      AIM Latin American Growth Fund Advisor Class..............................................            186
      AIM Global Telecommunications Fund Class A................................................         84,748
      AIM Global Telecommunications Fund Class B................................................         78,836
      AIM Global Telecommunications Fund Advisor Class..........................................            228
      AIM Global Financial Services Fund Class A................................................          3,907
      AIM Global Financial Services Fund Class B................................................          5,452
      AIM Global Financial Services Fund Advisor Class..........................................            140
      AIM Global Infrastructure Fund Class A....................................................          4,661
      AIM Global Infrastructure Fund Class B....................................................          5,952
      AIM Global Infrastructure Fund Advisor Class..............................................            107
      AIM Global Resources Fund Class A.........................................................          5,659
      AIM Global Resources Fund Class B.........................................................          7,058
      AIM Global Resources Fund Advisor Class...................................................            189
      AIM Emerging Markets Fund Class A.........................................................         18,362
      AIM Emerging Markets Fund Class B.........................................................         20,470
      AIM Emerging Markets Fund Advisor Class...................................................            227
      AIM Global Consumer Products and Services Fund Class A....................................          7,675
      AIM Global Consumer Products and Services Fund Class B....................................          9,675
      AIM Global Consumer Products and Services Fund Advisor Class..............................            251
      AIM Developing Markets Fund Class A.......................................................         19,010
      AIM Developing Markets Fund Class B.......................................................             19
      AIM Developing Markets Fund Advisor Class.................................................             18
</TABLE>
    
 
   
ITEM 27. INDEMNIFICATION
    
 
   
    Article  VII(g) of the  Registrant's Articles of  Incorporation provides for
indemnification of certain persons acting on behalf of the Registrant.
    
 
   
    Insofar as indemnification for liabilities arising under the Securities  Act
of  1933, as amended ("1933  Act"), may be permitted  to Directors, officers and
controlling persons by the Registrant's  Articles of Incorporation, By-Laws,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the 1933 Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against  such liabilities (other  than the payment  by
the  Registrant  of  expenses  incurred  or  paid  by  a  Director,  officer  or
controlling person of the  Registrant in the successful  defense of any  action,
suit  or proceeding) is asserted by such Director, officer or controlling person
in connection with the securities being registered, the Registrant will,  unless
in  the  opinion of  its  counsel the  matter  has been  settled  by controlling
precedent, submit to a  court of appropriate  jurisdiction the question  whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issues.
    
 
   
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER AND SUB-ADVISER
    
 
   
    See  the  material  under  the  heading  "Management"  included  in  Part  A
(Prospectus) of this  Amendment and  the material appearing  under the  headings
"Directors  and  Officers" and  "Management" included  in  Part B  (Statement of
Additional Information) of this Amendment.  Information as to the Directors  and
Officers   of   A   I   M   Advisors,   Inc.   and   INVESCO   (NY),   Inc.   is
    
 
                                      C-5
<PAGE>
   
included in Schedule A and Schedule D of Part I of each entity's Form ADV  (File
No.  801-12313 and File No. 801-10254,  respectively), filed with the Securities
and Exchange Commission, which are incorporated herein by reference thereto.
    
 
ITEM 29. PRINCIPAL UNDERWRITERS
 
   
    (a) A  I M  Distributors, Inc.  is also  the principal  underwriter for  the
following  other investment companies:  AIM Advisor Funds,  Inc. (which includes
five funds: AIM  Advisor Flex Fund,  AIM Advisor International  Value Fund,  AIM
Advisor  Large Cap Value Fund,  AIM Advisor Multiflex Fund  and AIM Advisor Real
Estate Fund); AIM Equity Funds, Inc.  (which includes six funds: AIM  Aggressive
Growth Fund, AIM Blue Chip Fund, AIM Capital Development Fund, AIM Charter Fund,
AIM Constellation Fund and AIM Weingarten Fund); AIM Funds Group (which includes
nine  funds: AIM Balanced Fund, AIM Global  Utilities Fund, AIM High Yield Fund,
AIM Income Fund, AIM  Intermediate Government Fund, AIM  Money Market Fund,  AIM
Municipal   Bond  Fund,  AIM  Select  Growth  Fund  and  AIM  Value  Fund);  AIM
International Funds, Inc. (which includes six funds: AIM Asian Growth Fund,  AIM
European  Development Fund, AIM International Equity Fund, AIM Global Aggressive
Growth Fund, AIM Global Growth Fund and AIM Global Income Fund); AIM  Investment
Securities  Funds (which includes one fund: AIM Limited Maturity Treasury Fund);
AIM Summit Fund, Inc.;  AIM Tax-Exempt Funds, Inc.  (which includes four  funds:
AIM  High Income  Municipal Fund, AIM  Tax-Exempt Bond Fund  of Connecticut, AIM
Tax-Exempt Cash Fund and AIM Tax-Free Intermediate Fund); AIM Variable Insurance
Funds, Inc. (which includes thirteen funds: AIM V.I. Aggressive Growth Fund, AIM
V.I. Balanced  Fund,  AIM  V.I.  Capital Appreciation  Fund,  AIM  V.I.  Capital
Development  Fund AIM  V.I. Diversified Income  Fund, AIM  V.I. Global Utilities
Fund, AIM V.I. Government Securities Fund, AIM V.I. Growth and Income Fund,  AIM
V.I.  Growth Fund, AIM V.I. High Yield Fund, AIM V.I. International Equity Fund,
AIM V.I. Money Market Fund, and AIM  V.I. Value Fund); AIM Growth Series  (which
includes eight funds: AIM America Value Fund, AIM Small Cap Equity Fund, AIM Mid
Cap  Growth Fund,  AIM Europe  Growth Fund,  AIM International  Growth Fund, AIM
Japan Growth Fund, AIM New Pacific  Growth Fund and AIM Worldwide Growth  Fund);
AIM  Investment Portfolios, Inc. (which includes one fund: AIM Dollar Fund); AIM
Series Trust  (which includes  one  fund: AIM  New  Dimension Fund);  GT  Global
Variable  Investment Series (which  includes five funds:  GT Global Variable New
Pacific Fund, GT Global Variable Europe  Fund, GT Global Variable America  Fund,
GT  Global  Variable International  Fund and  GT Global  Money Market  Fund); GT
Global Variable Investment Trust (which includes nine funds: GT Global  Variable
Latin  America Fund, GT Global Variable  Infrastructure Fund, GT Global Variable
Natural Resources Fund,  GT Global Variable  Telecommunications Fund, GT  Global
Variable  Growth &  Income Fund,  GT Global  Variable Strategic  Income Fund, GT
Global Variable  Emerging Markets  Fund, GT  Global Variable  Global  Government
Income  Fund and GT Global Variable U.S.  Government Income Fund); and GT Global
Floating Rate Fund, Inc.
    
 
   
    (b) Directors and Officers of A I M Distributors, Inc.
    
 
   
    The business address of each person listed is 11 Greenway Plaza, Suite  100,
Houston, Texas 77046-1173.
    
 
   
<TABLE>
<CAPTION>
NAME AND PRINCIPAL                      POSITION AND OFFICES WITH
BUSINESS ADDRESS                        PRINCIPAL UNDERWRITER
- --------------------------------------  ---------------------------------------------------------------------------
<S>                                     <C>
Charles T. Bauer                        Chairman of the Board of Directors
 
Michael J. Cemo                         President & Director
 
Gary T. Crum                            Director
 
Robert H. Graham                        Senior Vice President & Director
 
William G. Littlepage                   Senior Vice President & Director
</TABLE>
    
 
                                      C-6
<PAGE>
   
<TABLE>
<CAPTION>
NAME AND PRINCIPAL                      POSITION AND OFFICES WITH
BUSINESS ADDRESS                        PRINCIPAL UNDERWRITER
- --------------------------------------  ---------------------------------------------------------------------------
<S>                                     <C>
John J. Caldwell                        Senior Vice President
 
Marilyn M. Miller                       Senior Vice President
 
James L. Salners                        Senior Vice President
 
Gordon J. Sprague                       Senior Vice President
 
Michael C. Vessels                      Senior Vice President
 
B.J. Thompson                           First Vice President
 
James R. Anderson                       Vice President
 
John J. Arthur                          Vice President & Treasurer
 
Mary K. Coleman                         Vice President
 
Melville B. Cox                         Vice President & Chief Compliance Officer
 
Charles R. Dewey                        Vice President
 
Sidney M. Dilgren                       Vice President
 
Tony D. Green                           Vice President
 
William H. Kleh                         Vice President
 
Ofelia M. Mayo                          Vice President, General Counsel & Assistant Secretary
 
Terri L. Ransdell                       Vice President
 
Carol F. Relihan                        Vice President
 
Kamala C. Sachidanandan                 Vice President
 
Frank V. Serebrin                       Vice President
 
Christopher T. Simutis                  Vice President
 
Robert D. Van Sant, Jr.                 Vice President
 
Gary K. Wendler                         Vice President
 
David E. Hessel                         Assistant Vice President, Assistant Treasurer & Controller
 
Kathleen J. Pflueger                    Secretary
 
Luke P. Beausoleil                      Assistant Vice President
 
Tisha B. Christopher                    Assistant Vice President
 
Glenda A. Dayton                        Assistant Vice President
</TABLE>
    
 
                                      C-7
<PAGE>
   
<TABLE>
<CAPTION>
NAME AND PRINCIPAL                      POSITION AND OFFICES WITH
BUSINESS ADDRESS                        PRINCIPAL UNDERWRITER
- --------------------------------------  ---------------------------------------------------------------------------
<S>                                     <C>
Kathleen M. Douglas                     Assistant Vice President
 
Terri N. Fiedler                        Assistant Vice President
 
Mary E. Gentempo                        Assistant Vice President
 
Jeffrey L. Horne                        Assistant Vice President
 
Melissa E. Hudson                       Assistant Vice President
 
Jodie L. Johnson                        Assistant Vice President
 
Kathryn A. Jordan                       Assistant Vice President
 
Wayne W. LaPlante                       Assistant Vice President
 
Kim T. Lankford                         Assistant Vice President
 
Ivy B. McLemore                         Assistant Vice President
 
David B. O'Neil                         Assistant Vice President
 
Patricia M. Shyman                      Assistant Vice President
 
Nicholas D. White                       Assistant Vice President
 
Norman W. Woodson                       Assistant Vice President
 
Nancy L. Martin                         Assistant General Counsel & Assistant Secretary
 
Samuel D. Sirko                         Assistant General Counsel & Assistant Secretary
 
Stephen I. Winer                        Assistant Secretary
</TABLE>
    
 
    (c) None.
 
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
 
   
    Accounts,  books and other  records required by Rules  31a-1 and 31a-2 under
the Investment Company Act of 1940, as  amended, are maintained and held in  the
offices of the Registrant and its sub-adviser, INVESCO (NY), Inc., 50 California
Street, 27th Floor, San Francisco, CA 94111.
    
 
    Records  covering stockholder  accounts and portfolio  transactions are also
maintained and  kept by  the  Registrant's Transfer  Agent, GT  Global  Investor
Services,  Inc.,  2121 N.  California Boulevard,  Suite  450, Walnut  Creek, CA,
94596, and by the Registrant's Custodian,  State Street Bank and Trust  Company,
225 Franklin Street, Boston, MA 02110.
 
ITEM 31. MANAGEMENT SERVICES
 
    None.
 
ITEM 32. UNDERTAKINGS
 
    None.
 
                                      C-8
<PAGE>
   
                                   SIGNATURES
    
 
   
    Pursuant  to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant hereby  certifies
that  it  meets all  of  the requirements  for  effectiveness of  this Amendment
pursuant to Rule 485(b)  under the Securities  Act of 1933  and has duly  caused
this Post-Effective Amendment to this Registration Statement to be signed on its
behalf  by  the  undersigned,  thereto  duly  authorized,  in  the  City  of San
Francisco, and State of California, on the 28th day of May, 1998.
    
 
   
                                          AIM INVESTMENT FUNDS, INC.
    
 
   
                                          By:  William J. Guilfoyle*
                                               President
    
 
   
    Pursuant  to  the  requirements  of   the  Securities  Act  of  1933,   this
Post-Effective  Amendment has been signed below  by the following persons in the
capacities indicated on the 28th day of May, 1998.
    
 
   
William J. Guilfoyle*                     President, Director and
                                          Chairman of the Board
                                          (Principal Executive Officer)
 
  /s/  KENNETH W. CHANCEY                 Vice President and Principal
- ----------------------------------------  Accounting Officer
Kenneth W. Chancey
 
C. Derek Anderson*                        Director
 
Arthur C. Patterson*                      Director
 
Frank S. Bayley*                          Director
 
Ruth H. Quigley*                          Director
 
Robert G. Wade, Jr.*                      Director
 
    
 
   
*By:   /s/  MICHAEL A. SILVER
     -----------------------------------
     Michael A. Silver
     Attorney-in-Fact, pursuant to
     Power of Attorney previously filed
 
                                      C-9
    
<PAGE>
   
                                   SIGNATURES
    
 
   
    Global Investment Portfolio, a Delaware business trust, has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,  thereto
duly  authorized, in the City of San  Francisco, and the State of California, on
the 28th day of May, 1998.
    
 
   
                                          GLOBAL INVESTMENT PORTFOLIO
    
 
   
                                          By:  William J. Guilfoyle*
                                               President
    
 
   
    This Post-Effective Amendment has been signed below by the following persons
in the capacities indicated on the 28th day of May, 1998.
    
 
   
William J. Guilfoyle*                     President, Trustee and
                                          Chairman of the Board
                                          (Principal Executive Officer)
 
  /s/  KENNETH W. CHANCEY                 Vice President and Principal
- ----------------------------------------  Accounting Officer
Kenneth W. Chancey
 
C. Derek Anderson*                        Trustee
 
Arthur C. Patterson*                      Trustee
 
Frank S. Bayley*                          Trustee
 
Ruth H. Quigley*                          Trustee
 
    
 
   
*By:   /s/  MICHAEL A. SILVER
     -----------------------------------
     Michael A. Silver
     Attorney-in-Fact, pursuant to
     Power of Attorney filed herewith
 
                                      C-10
    
<PAGE>
   
                                   SIGNATURES
    
 
   
    Global Investment Portfolio, a  New York common law  trust, has duly  caused
this  Post-Effective Amendment  to be signed  on its behalf  by the undersigned,
thereto duly  authorized,  in  the City  of  San  Francisco, and  the  State  of
California, on the 28th day of May, 1998.
    
 
   
                                          GLOBAL INVESTMENT PORTFOLIO
    
 
   
                                          By:  William J. Guilfoyle*
                                               President
    
 
   
    This Post-Effective Amendment has been signed below by the following persons
in the capacities indicated on the 28th day of May, 1998.
    
 
   
William J. Guilfoyle*                     President, Trustee and
                                          Chairman of the Board
                                          (Principal Executive Officer)
 
  /s/  KENNETH W. CHANCEY                 Vice President and Principal
- ----------------------------------------  Accounting Officer
Kenneth W. Chancey
 
C. Derek Anderson*                        Trustee
 
Arthur C. Patterson*                      Trustee
 
Frank S. Bayley*                          Trustee
 
Ruth H. Quigley*                          Trustee
 
Robert G. Wade, Jr.*                      Trustee
 
    
 
   
*By:   /s/  MICHAEL A. SILVER
     -----------------------------------
     Michael A. Silver
     Attorney-in-Fact, pursuant to
     Power of Attorney previously filed
 
                                      C-11
    
<PAGE>
   
                                   SIGNATURES
    
 
   
    Global  High Income  Portfolio, a Delaware  business trust,  has duly caused
this Post-Effective Amendment  to be signed  on its behalf  by the  undersigned,
thereto  duly  authorized,  in the  City  of  San Francisco,  and  the  State of
California, on the 28th day of May, 1998.
    
 
   
                                          GLOBAL HIGH INCOME PORTFOLIO
    
 
   
                                          By:  William J. Guilfoyle*
                                               President
    
 
   
    This Post-Effective Amendment has been signed below by the following persons
in the capacities indicated on the 28th day of May, 1998.
    
 
   
William J. Guilfoyle*                     President, Trustee and
                                          Chairman of the Board
                                          (Principal Executive Officer)
 
  /s/  KENNETH W. CHANCEY                 Vice President and Principal
- ----------------------------------------  Accounting Officer
Kenneth W. Chancey
 
C. Derek Anderson*                        Trustee
 
Arthur C. Patterson*                      Trustee
 
Frank S. Bayley*                          Trustee
 
Ruth H. Quigley*                          Trustee
 
    
 
   
*By:   /s/  MICHAEL A. SILVER
     -----------------------------------
     Michael A. Silver
     Attorney-in-Fact, pursuant to
     Power of Attorney filed herewith
 
                                      C-12
    
<PAGE>
   
                                   SIGNATURES
    
 
   
    Global High Income  Portfolio, New York  common law trust,  has duly  caused
this  Post-Effective Amendment  to be signed  on its behalf  by the undersigned,
thereto duly  authorized,  in  the City  of  San  Francisco, and  the  State  of
California, on the 28th day of May, 1998.
    
 
   
                                          GLOBAL HIGH INCOME PORTFOLIO
    
 
   
                                          By:  William J. Guilfoyle*
                                               President
    
 
   
    This Post-Effective Amendment has been signed below by the following persons
in the capacities indicated on the 28th day of May, 1998.
    
 
   
William J. Guilfoyle*                     President, Trustee and
                                          Chairman of the Board
                                          (Principal Executive Officer)
 
  /s/  KENNETH W. CHANCEY                 Vice President and Principal
- ----------------------------------------  Accounting Officer
Kenneth W. Chancey
 
C. Derek Anderson*                        Trustee
 
Arthur C. Patterson*                      Trustee
 
Frank S. Bayley*                          Trustee
 
Ruth H. Quigley*                          Trustee
 
Robert G. Wade, Jr.*                      Trustee
 
    
 
   
*By:   /s/  MICHAEL A. SILVER
     -----------------------------------
     Michael A. Silver
     Attorney-in-Fact, pursuant to
     Power of Attorney previously filed
 
                                      C-13
    
<PAGE>
   
                               POWER OF ATTORNEY
    
 
   
    Each  person whose signature  appears below hereby  constitutes and appoints
Helge K. Lee and  Michael A. Silver, and  each of them, with  full power to  act
without  the other, his or her true  and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or  her
name,  place and stead, in any and  all capacities (until revoked in writing) to
sign the Registration Statement and any  and all Amendments to the  Registration
Statement  (including Post-Effective Amendments), and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission, granting  unto said  attorneys-in-fact and
agents, and each of them,  full power and authority to  do and perform each  and
every act and thing ratifying and confirming all that said attorneys-in-fact and
agents  or any of them, or their  or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
    
 
   
                          GLOBAL INVESTMENT PORTFOLIO
    
 
   
<TABLE>
<S>                                       <C>                                     <C>
  /s/  WILLIAM J. GUILFOYLE               Trustee, Chairman of the
- ----------------------------------------  Board and President                     May 7, 1998
William J. Guilfoyle
 
  /s/  C. DEREK ANDERSON
- ----------------------------------------  Trustee                                 May 7, 1998
C. Derek Anderson
 
  /s/  FRANK S. BAYLEY
- ----------------------------------------  Trustee                                 May 7, 1998
Frank S. Bayley
 
  /s/  ARTHUR C. PATTERSON
- ----------------------------------------  Trustee                                 May 7, 1998
Arthur C. Patterson
 
  /s/  RUTH H. QUIGLEY
- ----------------------------------------  Trustee                                 May 7, 1998
Ruth H. Quigley
</TABLE>
    
 
<PAGE>
   
                               POWER OF ATTORNEY
    
 
   
    Each person whose  signature appears below  hereby constitutes and  appoints
Helge  K. Lee and  Michael A. Silver, and  each of them, with  full power to act
without the other, his or her  true and lawful attorney-in-fact and agent,  with
full  power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and  all capacities (until revoked in writing)  to
sign  the Registration Statement and any  and all Amendments to the Registration
Statement (including Post-Effective Amendments), and to file the same, with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and  Exchange Commission,  granting unto  said attorneys-in-fact  and
agents,  and each of them,  full power and authority to  do and perform each and
every act and thing ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their  or his substitute or substitutes, may  lawfully
do or cause to be done by virtue hereof.
    
 
   
                          GLOBAL HIGH INCOME PORTFOLIO
    
 
   
<TABLE>
<S>                                       <C>                                     <C>
  /s/  WILLIAM J. GUILFOYLE               Trustee, Chairman of the
- ----------------------------------------  Board and President                     May 7, 1998
William J. Guilfoyle
 
  /s/  C. DEREK ANDERSON
- ----------------------------------------  Trustee                                 May 7, 1998
C. Derek Anderson
 
  /s/  FRANK S. BAYLEY
- ----------------------------------------  Trustee                                 May 7, 1998
Frank S. Bayley
 
  /s/  ARTHUR C. PATTERSON
- ----------------------------------------  Trustee                                 May 7, 1998
Arthur C. Patterson
 
  /s/  RUTH H. QUIGLEY
- ----------------------------------------  Trustee                                 May 7, 1998
Ruth H. Quigley
</TABLE>
    

<PAGE>

                             AIM INVESTMENT FUNDS, INC.
                 INVESTMENT MANAGEMENT AND ADMINISTRATION CONTRACT
                                      BETWEEN
                             AIM INVESTMENT FUNDS, INC.
                                        AND
                                A I M ADVISORS, INC.

     Contract made as of May 29, 1998, between AIM Investment Funds, Inc. a 
Maryland Corporation ("Company"), and A I M Advisors, Inc., a Delaware 
corporation (the "Adviser"). 

     WHEREAS the Company is registered under the Investment Company Act of 
1940, as amended ("1940 Act"), as an open-end management investment company, 
and offers for public sale shares of AIM Global Health Care Fund, AIM Global 
Telecommunications Fund, AIM Latin American Growth Fund, AIM Emerging Markets 
Fund, AIM Global Growth & Income Fund, AIM Global Government Income Fund, AIM 
Strategic Income Fund, and AIM Developing Markets Fund, each being a series 
of the Company's shares of common stock; and 

     WHEREAS the Company hereafter may establish additional series of its 
shares of common stock (any such additional series, together with the series 
named in the paragraph immediately preceding, are collectively referred to 
herein as the "Funds," and singly may be referred to as a "Fund"); and 

     WHEREAS the Company desires to retain Adviser as investment manager and
administrator to furnish certain investment advisory, portfolio management and
administration services to the Company and the Funds, and Adviser is willing to
furnish such services; 

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows: 

 1.  APPOINTMENT.  The Company hereby appoints Adviser as investment manager and
administrator of each Fund for the period and on the terms set forth in this
Contract. Adviser accepts such appointment and agrees to render the services
herein set forth, for the compensation herein provided. 

 2.  DUTIES AS INVESTMENT MANAGER.  

     (a)  Subject to the supervision of the Company's Board of Directors
("Board"), Adviser will provide a continuous investment program for each Fund,
including investment research and management with respect to all securities and
investments and cash equivalents of the Fund. Adviser will determine from time
to time what securities and other investments will be purchased, retained or
sold by each Fund, and the brokers and dealers through whom trades will be
executed. 


<PAGE>

     (b)  Adviser agrees that in placing orders with brokers and dealers it will
attempt to obtain the best net results in terms of price and execution.
Consistent with this obligation Adviser may, in its discretion, purchase and
sell portfolio securities to and from brokers and dealers who sell shares of the
Funds or provide the Funds or Adviser's other clients with research, analysis,
advice and similar services. Adviser may pay to brokers and dealers, in return
for research and analysis, a higher commission or spread than may be charged by
other brokers and dealers, subject to Adviser's determining in good faith that
such commission or spread is reasonable in terms either of the particular
transaction or of the overall responsibility of Adviser to the Funds and its
other clients and that the total commissions or spreads paid by each Fund will
be reasonable in relation to the benefits to the Fund over the long term. In no
instance will portfolio securities be purchased from or sold to Adviser or any
affiliated person thereof except in accordance with the federal securities laws
and the rules and regulations thereunder and any exemptive orders currently in
effect. Whenever Adviser simultaneously places orders to purchase or sell the
same security on behalf of a Fund and one or more other accounts advised by
Adviser, such orders will be allocated as to price and amount among all such
accounts in a manner believed to be equitable to each account. The Company
recognizes that in some cases this procedure may adversely affect the results
obtained for each Fund. 

     (c)  Adviser will oversee the maintenance of all books and records with
respect to the securities transactions of the Funds, and will furnish the Board
with such periodic and special reports as the Board reasonably may request. In
compliance with the requirements of Rule 31a-3 under the 1940 Act, Adviser
hereby agrees that all records which it maintains for the Company are the
property of the Company, agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act any records which it maintains for the Company and
which are required to be maintained by Rule 31a-1 under the 1940 Act, and
further agrees to surrender promptly to the Company any records which it
maintains for the Company upon request by the Company. 

 3.  DUTIES AS ADMINISTRATOR.  Adviser will administer the affairs of each Fund
subject to the supervision of the Board and the following understandings: 

     (a)  Adviser will supervise all aspects of the operations of each Fund,
including the oversight of transfer agency and custodial services, except as
hereinafter set forth; provided, however, that nothing herein contained shall be
deemed to relieve or deprive the Board of its responsibility for control of the
conduct of the affairs of the Funds. 

     (b)  At Adviser's expense, Adviser will provide the Company and the Funds
with such corporate, administrative and clerical personnel (including officers
of the Company) and services as are reasonably deemed necessary or advisable by
the Board. 

     (c)  Adviser will arrange, but not pay, for the periodic preparation,
updating, filing and dissemination (as applicable) of each Fund's prospectus,
statement of additional information, proxy material, tax returns and required
reports with or to the Fund's


<PAGE>

shareholders, the Securities and Exchange Commission and other appropriate
federal or state regulatory authorities. 

     (d)  Adviser will provide the Company and the Funds with, or obtain for
them, adequate office space and all necessary office equipment and services,
including telephone service, heat, utilities, stationery supplies and similar
items. 

 4.  FURTHER DUTIES.  In all matters relating to the performance of this 
Contract, Adviser will act in conformity with the Articles of Incorporation, 
By-Laws and Registration Statement of the Company and with the instructions 
and directions of the Board and will comply with the requirements of the 1940 
Act, the rules thereunder, and all other applicable federal and state laws 
and regulations. 

 5.  DELEGATION OF ADVISER'S DUTIES AS INVESTMENT MANAGER AND ADMINISTRATOR. 
With respect to one or more of the Funds, Adviser may enter into one or more
contracts ("Sub-Advisory or Sub-Administration Contract") with a sub-adviser or
sub-administrator in which Adviser delegates to such sub-adviser or
sub-administrator the performance of any or all of the services specified in
Paragraphs 2 and 3 of this Contract, provided that: (i) each Sub-Advisory and
Sub-Administration Contract imposes on the sub-adviser or sub-administrator
bound thereby all the duties and conditions to which Adviser is subject with
respect to the services under Paragraphs 2, 3 and 4 of this Contract; (ii) each
Sub-Advisory and Sub-Administration Contract meets all requirements of the 1940
Act and rules thereunder, and (iii) Adviser shall not enter into a Sub-Advisory
or Sub-Administration Contract unless it is approved by the Board prior to
implementation. 

 6.  SERVICES NOT EXCLUSIVE.  The services furnished by Adviser hereunder are
not to be deemed exclusive and Adviser shall be free to furnish similar services
to others so long as its services under this Contract are not impaired thereby.
Nothing in this Contract shall limit or restrict the right of any director,
officer or employee of Adviser, who may also be a Director, officer or employee
of the Company, to engage in any other business or to devote his or her time and
attention in part to the management or other aspects of any other business,
whether of a similar nature or a dissimilar nature. 

 7.  EXPENSES.  

     (a)  During the term of this Contract, each Fund will bear all expenses,
not specifically assumed by Adviser, incurred in its operations and the offering
of its shares.

     (b)  Expenses borne by each Fund will include but not be limited to the
following: (i) all direct charges relating to the purchase and sale of portfolio
securities, including the cost (including brokerage commissions, if any) of
securities purchased or sold by the Fund and any losses incurred in connection
therewith; (ii) fees payable to and expenses incurred on behalf of the Fund by
Adviser under this Contract; (iii) investment consulting fees and related costs;
(iv) expenses of organizing the Company and the Fund; (v) expenses of preparing
filing reports and other documents with governmental and


<PAGE>

regulatory agencies; (vi) filing fees and expenses relating to the 
registration and qualification of the Fund's shares and the Company under 
federal and/or state securities laws and maintaining such registrations and 
qualifications; (vii) costs incurred in connection with the issuance, sale or 
repurchase of the Fund's shares of common stock; (viii) fees and salaries 
payable to the Company's Directors who are not parties to this Contract or 
interested persons of any such party ("Independent Directors"); (ix) all 
expenses incurred in connection with the Independent Directors' services, 
including travel expenses; (x) taxes (including any income or franchise 
taxes) and governmental fees; (xi) costs of any liability, uncollectible 
items of deposit and other insurance and fidelity bonds; (xii) any costs, 
expenses or losses arising out of a liability of or claim for damages or 
other relief asserted against the Company or the Fund for violation of any 
law; (xiii) interest charges; (xiv) legal, accounting and auditing expenses, 
including legal fees of special counsel for the Independent Directors; (xv) 
charges of custodians, transfer agents, pricing agents and other agents; 
(xvi) expenses of disbursing dividends and distributions; (xvii) costs of 
preparing share certificates; (xviii) expenses of setting in type, printing 
and mailing prospectuses and supplements thereto, statements of additional 
information and supplements thereto, reports, notices and proxy materials for 
existing shareholders; (xix) any extraordinary expenses (including fees and 
disbursements of counsel, costs of actions, suits or proceedings to which the 
Company is a party and the expenses the Company may incur as a result of its 
legal obligation to provide indemnification to its officers, Directors, 
employees and agents) incurred by the Company or the Fund; (xx) fees, 
voluntary assessments and other expenses incurred in connection with 
membership in investment company organizations; (xxi) costs of mailing and 
tabulating proxies and costs of meetings of shareholders, the Board and any 
committees thereof; (xxii) the cost of investment company literature and 
other publications provided by the Company to its Directors and officers; and 
(xxiii) costs of mailing, stationery and communications equipment. 

     (c)  All general expenses of the Company and joint expenses of the Funds
shall be allocated among each Fund on a basis deemed fair and equitable by
Adviser, subject to the Board's supervision. 

     (d)  Adviser will assume the cost of any compensation for services provided
to the Company received by the officers of the Company and by the Directors of
the Company who are not Independent Directors. 

     (e)  The payment or assumption by Adviser of any expense of the Company or
any Fund that Adviser is not required by this Contract to pay or assume shall
not obligate Adviser to pay or assume the same or any similar expense of the
Company or any Fund on any subsequent occasion. 

 8.  COMPENSATION.  

     (a)  For the services provided to a Fund under this Contract, the Company
shall pay the Adviser an annual fee, payable monthly, based upon the average
daily net assets of


<PAGE>

such Fund as forth in Appendix A attached hereto. Such compensation shall be
paid solely from the assets of such Fund. 

     (b)  For the services provided under this Contract, each Fund as hereafter
may be established will pay to Adviser a fee in an amount to be agreed upon in a
written Appendix to this Contract executed by the Company on behalf of such Fund
and by Adviser. 

     (c)  The fee shall be computed daily and paid monthly to Adviser on or
before the last business day of the next succeeding calendar month. 

     (d)  If this Contract becomes effective or terminates before the end of any
month, the fee for the period from the effective date to the end of the month or
from the beginning of such month to the date of termination, as the case may be,
shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs. 

 9.  LIMITATION OF LIABILITY OF ADVISER AND INDEMNIFICATION.  Adviser shall not
be liable and each Fund shall indemnify Adviser and its directors, officers and
employees, for any costs or liabilities arising from any error of judgment or
mistake of law or any loss suffered by the Fund or the Company in connection
with the matters to which this Contract relates except a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of Adviser in the
performance by Adviser of its duties or from reckless disregard by Adviser of
its obligations and duties under this Contract. Any person, even though also an
officer, partner, employee, or agent of Adviser, who may be or become an
officer, Director, employee or agent of the Company shall be deemed, when
rendering services to a Fund or the Company or acting with respect to any
business of a Fund or the Company, to be rendering such service to or acting
solely for the Fund or the Company and not as an officer, partner, employee, or
agent or one under the control or direction of Adviser even though paid by it. 

 10.  DURATION AND TERMINATION.  

     (a)  This Contract shall become effective upon the date hereabove written,
provided that this Contract shall not take effect with respect to any Fund
unless it has first been approved (i) by a vote of a majority of the Independent
Directors, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by vote of a majority of that Fund's outstanding voting
securities. 

     (b)  Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from the above written date. Thereafter, if not
terminated, with respect to each Fund this Contract shall continue automatically
for successive periods not to exceed twelve months each, provided that such
continuance is specifically approved at least annually (i) by a vote of a
majority of the Independent Directors, cast in person at a


<PAGE>

meeting called for the purpose of voting on such approval, and (ii) by the Board
or by vote of a majority of the outstanding voting securities of that Fund. 

     (c)  Notwithstanding the foregoing, with respect to any Fund this Contract
may be terminated at any time, without the payment of any penalty, by vote of
the Board or by a vote of a majority of the outstanding voting securities of the
Fund on sixty days' written notice to Adviser or by Adviser at any time, without
the payment of any penalty, on sixty days' written notice to the Company.
Termination of this Contract with respect to one Fund shall not affect the
continued effectiveness of this Contract with respect to any other Fund. This
Contract will automatically terminate in the event of its assignment. 

 11.  AMENDMENT OF THIS CONTRACT.  No provision of this Contract may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought, and no amendment of this Contract shall be effective
until approved by vote of a majority of the Fund's outstanding voting
securities, when required by the 1940 Act. 

 12.  GOVERNING LAW.  This Contract shall be construed in accordance with the
laws of the State of Delaware (without regard to Delaware conflict or choice of
law provisions) and the 1940 Act. To the extent that the applicable laws of the
State of Delaware conflict with the applicable provisions of the 1940 Act, the
latter shall control. 

 13.  LICENSE AGREEMENT.  The Company shall have the non-exclusive right to use
the name "AIM" to designate any current or future series of shares only so long
as A I M Advisors, Inc. serves as investment manager or adviser to the Company
with respect to such series of shares. 

 14.  MISCELLANEOUS.  The captions in this Contract are included for convenience
of reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this Contract
shall be held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Contract shall not be affected thereby. This Contract
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors. As used in this Contract, the terms


<PAGE>

"majority of the outstanding voting securities," "interested person,"
"assignment," "broker," "dealer," "investment adviser," "national securities
exchange," "net assets," "prospectus," "sale," "sell" and "security" shall have
the same meaning as such terms have in the 1940 Act, subject to such exemption
as may be granted by the Securities and Exchange Commission by any rule,
regulation or order. Where the effect of a requirement of the 1940 Act reflected
in any provision of this Contract is made less restrictive by a rule, regulation
or order of the Securities and Exchange Commission, whether of special or
general application, such provision shall be deemed to incorporate the effect of
such rule, regulation or order. 

     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated as of the day and year first above
written. 


Attest:                                 AIM INVESTMENT FUNDS, INC.
        Michael A. Silver               By:
                                        Name:   Helge K. Lee
                                        Title:  Vice President
                                                and Secretary

Attest:                                 A I M ADVISORS, INC.
                                        By:
                                        Name:
                                        Title:


<PAGE>

                                     APPENDIX A
                                         TO
                 INVESTMENT MANAGEMENT AND ADMINISTRATION CONTRACT
                                         OF
                             AIM INVESTMENT FUNDS, INC.

     The Company shall pay the Adviser, out of the assets of a Fund, as full
compensation for all services rendered and all facilities furnished hereunder, a
management fee for such Fund set forth below. Such fee shall be calculated by
applying the following annual rates to the average daily net assets of such Fund
for the calendar year computed in the manner used for the determination of the
net asset value of shares of such Fund. 

     AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL TELECOMMUNICATIONS FUND, AIM LATIN
    AMERICAN GROWTH FUND, AIM EMERGING MARKETS FUND, AIM GLOBAL GROWTH & INCOME
                         FUND, AIM DEVELOPING MARKETS FUND

<TABLE>
<CAPTION>
NET ASSETS                                                         ANNUAL RATE
- ----------                                                         ------------
<S>                                                                <C>
 First $ 500 million..............................................       0.975%
 Next $ 500 million...............................................        0.95%
 Next $ 500 million...............................................       0.925%
 On amounts thereafter............................................        0.90%
</TABLE>

            AIM GLOBAL GOVERNMENT INCOME FUND, AIM STRATEGIC INCOME FUND


<TABLE>
<CAPTION>
NET ASSETS                                                         ANNUAL RATE
- ----------                                                         ------------
<S>                                                                <C>
 First $ 500 million..............................................       0.725%
 Next $ 1 billion.................................................        0.70%
 Next $ 1 billion.................................................       0.675%
 On amounts thereafter............................................        0.65%
</TABLE>

<PAGE>

                             AIM INVESTMENT FUNDS, INC.
                    SUB-ADVISORY AND SUB-ADMINISTRATION CONTRACT
                                      BETWEEN
                                A I M ADVISORS, INC.
                                        AND
                                 INVESCO (NY), INC.

     Contract made as of May 29, 1998, between A I M Advisors, Inc., a 
Delaware corporation ("Adviser"), and INVESCO (NY), Inc., a California 
corporation ("Sub-Adviser"). 

     WHEREAS Adviser has entered into an Investment Management and 
Administration Contract with AIM Investment Funds, Inc. ("Company"), an 
open-end management investment company registered under the Investment 
Company Act of 1940, as amended ("1940 Act"), with respect to AIM Global 
Health Care Fund, AIM Global Telecommunications Fund, AIM Latin American 
Growth Fund, AIM Emerging Markets Fund, AIM Global Growth & Income Fund, AIM 
Global Government Income Fund, AIM Strategic Income Fund, AIM Global High 
Income Fund and AIM Developing Markets Fund, each Fund being a series of the 
Company's shares of common stock; and 

     WHEREAS Adviser desires to retain Sub-Adviser as sub-adviser and
sub-administrator to furnish certain advisory and administrative services to the
Funds, and Sub-Adviser is willing to furnish such services; 

     NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows: 

 1.  APPOINTMENT.  Adviser hereby appoints Sub-Adviser as sub-adviser and
sub-administrator of each Fund for the period and on the terms set forth in this
Contract. Sub-Adviser accepts such appointment and agrees to render the services
herein set forth, for the compensation herein provided. 

 2.  DUTIES AS SUB-ADVISER.  

     (a)  Subject to the supervision of the Company's Board of Directors
("Board") and Adviser, the Sub-Adviser will provide a continuous investment
program for each Fund, including investment research and management, with
respect to all securities and investments and cash equivalents of the Fund. The
Sub-Adviser will determine from time to time what securities and other
investments will be purchased, retained or sold by each Fund, and the brokers
and dealers through whom trades will be executed. 

     (b)  The Sub-Adviser agrees that, in placing orders with brokers and
dealers, it will attempt to obtain the best net result in terms of price and
execution. Consistent with this obligation, the Sub-Adviser may, in its
discretion, purchase and sell portfolio securities from and to brokers and
dealers who sell shares of the Funds or provide the


<PAGE>

Funds, Adviser's other clients, or Sub-Adviser's other clients with research,
analysis, advice and similar services. The Sub-Adviser may pay to brokers and
dealers, in return for such research and analysis, a higher commission or spread
than may be charged by other brokers and dealers, subject to the Sub-Adviser
determining in good faith that such commission or spread is reasonable in terms
either of the particular transaction or of the overall responsibility of the
Adviser and the Sub-Adviser to the Funds and their other clients and that the
total commissions or spreads paid by each Fund will be reasonable in relation to
the benefits to the Fund over the long term. In no instance will portfolio
securities be purchased from or sold to the Sub-Adviser, or any affiliated
person thereof, except in accordance with the federal securities laws and the
rules and regulations thereunder and any exemptive orders currently in effect.
Whenever the Sub-Adviser simultaneously places orders to purchase or sell the
same security on behalf of a Fund and one or more other accounts advised by the
Sub-Adviser, such orders will be allocated as to price and amount among all such
accounts in a manner believed to be equitable to each account. 

     (c)  The Sub-Adviser will maintain all books and records with respect to
the securities transactions of the Funds, and will furnish the Board and Adviser
with such periodic and special reports as the Board or Adviser reasonably may
request. In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Sub-Adviser hereby agrees that all records which it maintains for the
Company are the property of the Company, agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for
the Company and which are required to be maintained by Rule 31a-1 under the 1940
Act, and further agrees to surrender promptly to the Company any records which
it maintains for the Company upon request by the Company. 

 3.  DUTIES AS SUB-ADMINISTRATOR.  Sub-Adviser will administer the affairs of
each Fund subject to the supervision of the Company's Board of Directors
("Board"), the Adviser and the following understandings: 

     (a)  Sub-Adviser will supervise all aspects of the operations of each Fund,
including the oversight of transfer agency and custodial services except as
hereinafter set forth; provided, however, that nothing herein contained shall be
deemed to relieve or deprive the Board of its responsibility for control of the
conduct of the affairs of the Funds. 

     (b)  At Sub-Adviser's expense, Sub-Adviser will provide the Company and the
Funds with such corporate, administrative and clerical personnel (including
officers of the Company) and services as are reasonably deemed necessary or
advisable by the Board. 

     (c)  Sub-Adviser will arrange, but not pay, for the periodic preparation,
updating, filing and dissemination (as applicable) of each Fund's prospectus,
statement of additional information, proxy material, tax returns and required
reports with or to the Fund's shareholders, the Securities and Exchange
Commission and other appropriate federal or state regulatory authorities. 


<PAGE>

     (d)  Sub-Adviser will provide the Company and the Funds with, or obtain for
them, adequate office space and all necessary office equipment and services,
including telephone service, heat, utilities, stationery supplies and similar
items. 

 4.  FURTHER DUTIES.  In all matters relating to the performance of this
Contract, Sub-Adviser will act in conformity with the Articles of 
Incorporation, By-Laws and Registration Statement of the Company and with the
instructions and directions of the Board and will comply with the requirements
of the 1940 Act, the rules thereunder, and all other applicable federal and
state laws and regulations. 

 5.  SERVICES NOT EXCLUSIVE.  The services furnished by Sub-Adviser hereunder 
are not to be deemed exclusive and Sub-Adviser shall be free to furnish 
similar services to others so long as its services under this Contract are 
not impaired thereby. Nothing in this Contract shall limit or restrict the 
right of any director, officer or employee of Sub-Adviser, who may also be a 
Director, officer or employee of the Company, to engage in any other business 
or to devote his or her time and attention in part to the management or other 
aspects of any other business, whether of a similar nature or a dissimilar 
nature. 

 6.  EXPENSES.  

     (a)  During the term of this Contract, each Fund will bear all expenses,
not specifically assumed by Adviser and Sub-Adviser, incurred in its operations
and the offering of its shares.

     (b)  Expenses borne by each Fund will include but not be limited to the 
following: (i) all direct charges relating to the purchase and sale of 
portfolio securities, including the cost (including brokerage commissions, if 
any) of securities purchased or sold by the Fund and any losses incurred in 
connection therewith; (ii) fees payable to and expenses incurred on behalf of 
the Fund by Sub-Adviser under this Contract; (iii) investment consulting fees 
and related costs; (iv) expenses of organizing the Company and the Fund; (v) 
expenses of preparing and filing reports and other documents with 
governmental and regulatory agencies; (vi) filing fees and expenses relating 
to the registration and qualification of the Fund's shares and the Company 
under federal and/or state securities laws and maintaining such registrations 
and qualifications; (vii) costs incurred in connection with the issuance, 
sale or repurchase of the Fund's shares of common stock; (viii) fees and 
salaries payable to the Company's Directors who are not parties to this 
Contract or interested persons of any such party ("Independent Directors"); 
(ix) all expenses incurred in connection with the Independent Directors' 
services, including travel expenses; (x) taxes (including any income or 
franchise taxes) and governmental fees; (xi) costs of any liability, 
uncollectible items of deposit and other insurance and fidelity bonds; (xii) 
any costs, expenses or losses arising out of a liability of or claim for 
damages or other relief asserted against the Company or the Fund for 
violation of any law; (xiii) interest charges; (xiv) legal, accounting and 
auditing expenses, including legal fees of special counsel for the 
Independent Directors; (xv) charges of custodians, transfer agents,

<PAGE>

pricing agents and other agents; (xvi) expenses of disbursing dividends and 
distributions; (xvii) costs of preparing share certificates; (xviii) expenses 
of setting in type, printing and mailing prospectuses and supplements 
thereto, statements of additional information, reports, notices and proxy 
materials for existing shareholders; (xix) any extraordinary expenses 
(including fees and disbursements of counsel, costs of actions, suits or 
proceedings to which the Company is a party and the expenses the Company may 
incur as a result of its legal obligation to provide indemnification to its 
officers, Directors, employees and agents) incurred by the Company; (xx) 
fees, voluntary assessments and other expenses incurred in connection with 
membership in investment company organizations; (xxi) costs of mailing and 
tabulating proxies and costs of meetings of shareholders, the Board and any 
committees thereof; (xxii) the cost of investment company literature and 
other publications provided by the Company to its Directors and officers; and 
(xxiii) costs of mailing, stationery and communications equipment.

     (c) Sub-Adviser will assume the cost of any compensation for services 
provided to the Company received by the officers of the Company and by the 
Directors of the Company who are not Independent Directors.

     (d) The payment or assumption by Sub-Adviser of any expense of the Company
or any Fund that Sub-Adviser is not required by this Contract to pay or assume
shall not obligate Sub-Adviser to pay or assume the same or any similar expense
of the Company or any Fund on any subsequent occasion.

 7.  COMPENSATION.  

     (a)  For the services provided to a Fund under this Contract, Adviser will
pay Sub-Adviser a fee, computed weekly and paid monthly, as set forth in
Appendix A hereto. 

     (b)  For the services provided under this Contract to each Fund as
hereafter may be established, Adviser will pay to Sub-Adviser a fee in an amount
to be agreed upon in a written Appendix to this Contract executed by Adviser and
by Sub-Adviser. 

     (c)  The fee shall be computed weekly and paid monthly to Sub-Adviser on or
before the last business day of the next succeeding calendar month. 

     (d)  If this Contract becomes effective or terminates before the end of any
month, the fee for the period from the effective date to the end of the month or
from the beginning of such month to the date of termination, as the case may be,
shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs. 

8.  LIMITATION OF LIABILITY OF SUB-ADVISER AND INDEMNIFICATION.  Sub-Adviser
shall not be liable for any costs or liabilities arising from any error of
judgment or mistake of law or any loss suffered by the Fund or the Company in
connection with the matters to which this Contract relates except a loss
resulting from willful misfeasance, bad faith or gross


<PAGE>

negligence on the part of Sub-Adviser in the performance by Sub-Adviser of its
duties or from reckless disregard by Sub-Adviser of its obligations and duties
under this Contract. Any person, even though also an officer, partner, employee,
or agent of Sub-Adviser, who may be or become a Director, officer, employee or
agent of the Company, shall be deemed, when rendering services to a Fund or the
Company or acting with respect to any business of a Fund or the Company to be
rendering such service to or acting solely for the Fund or the Company and not
as an officer, partner, employee, or agent or one under the control or direction
of Sub-Adviser even though paid by it. 

 9.  DURATION AND TERMINATION.  

     (a)  This Contract shall become effective upon the date hereabove written,
provided that this Contract shall not take effect with respect to any Fund
unless it has first been approved (i) by a vote of a majority of the Independent
Directors, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by vote of a majority of that Fund's outstanding voting
securities. 

     (b)  Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from the above written date. Thereafter, if not
terminated, with respect to each Fund, this Contract shall continue
automatically for successive periods not to exceed twelve months each, provided
that such continuance is specifically approved at least annually (i) by a vote
of a majority of the Independent Directors, cast in person at a meeting called
for the purpose of voting on such approval, and (ii) by the Board or by vote of
a majority of the outstanding voting securities of that Fund. 

     (c)  Notwithstanding the foregoing, with respect to any Fund this Contract
may be terminated at any time, without the payment of any penalty, by vote of
the Board or by a vote of a majority of the outstanding voting securities of the
Fund on sixty days' written notice to Sub-Adviser or by Sub-Adviser at any time,
without the payment of any penalty, on sixty days' written notice to the
Company. Termination of this Contract with respect to one Fund shall not affect
the continued effectiveness of this Contract with respect to any other Fund.
This Contract will automatically terminate in the event of its assignment. 

 10.  AMENDMENT.  No provision of this Contract may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Contract shall be effective
until approved by vote of a majority of the Fund's outstanding voting
securities, when required by the 1940 Act. 

 11.  GOVERNING LAW.  This Contract shall be construed in accordance with the
laws of the State of Delaware (without regard to Delaware conflict or choice of
law provisions) and the 1940 Act. To the extent that the applicable laws of the
State of Delaware conflict with the applicable provisions of the 1940 Act, the
latter shall control. 


<PAGE>

 12.  MISCELLANEOUS.  The captions in this Contract are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. If any provision of this
Contract shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Contract shall not be affected thereby. This
Contract shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors. As used in this Contract, the terms
"majority of the outstanding voting securities," "interested person,"
"assignment," "broker," "dealer," "investment adviser," "national securities
exchange," "net assets," "prospectus," "sale," "sell" and "security" shall have
the same meaning as such terms have in the 1940 Act, subject to such exemption
as may be granted by the Securities and Exchange Commission by any rule,
regulation or order. Where the effect of a requirement of the 1940 Act reflected
in any provision of this Contract is made less restrictive by a rule, regulation
or order of the Securities and Exchange Commission, whether of special or
general application, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.

     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated as of the day and year first above
written.


Attest:                                 A I M ADVISORS, INC.
        Michael A. Silver               By:
                                        Name:
                                        Title:
  
Attest:                                 INVESCO (NY) INC. 
                                        By:
                                        Name:   Helge K. Lee
                                        Title:  Chief Legal and Compliance 
                                                Officer and Secretary


<PAGE>

                                     APPENDIX A
                                         TO
                    SUB-ADVISORY AND SUB-ADMINISTRATION CONTRACT
                             AIM INVESTMENT FUNDS, INC.

     
     AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL TELECOMMUNICATIONS FUND, AIM LATIN
AMERICAN GROWTH FUND, AIM EMERGING MARKETS FUND, AIM GLOBAL GROWTH & INCOME, AIM
                                 DEVELOPING MARKETS

<TABLE>
<CAPTION>
NET ASSETS                                                         ANNUAL RATE
- ----------                                                         -----------
<S>                                                                <C>
First $ 500 million                                                      0.39%
Next $ 500 million                                                       0.38%
Next $ 500 million                                                       0.37%
On amounts thereafter                                                    0.36%
</TABLE>

            AIM GLOBAL GOVERNMENT INCOME FUND, AIM STRATEGIC INCOME FUND


<TABLE>
<CAPTION>
NET ASSETS                                                         ANNUAL RATE
- ----------                                                         -----------
<S>                                                                <C>
First $ 500 million                                                      0.29%
Next $ 1 billion                                                         0.28%
Next $ 1 billion                                                         0.27%
On amounts thereafter                                                    0.26%
</TABLE>

<PAGE>

                                DISTRIBUTION AGREEMENT

                                       BETWEEN

                              AIM INVESTMENT FUNDS, INC.

                                         AND

                               A I M DISTRIBUTORS, INC.

                                   CLASS A SHARES


     THIS AGREEMENT made this 29th day of May, 1998, by and between AIM 
Investment Funds, Inc., a Maryland corporation (the "Company"), with respect 
to the series of common stock set forth on Appendix A to this Agreement, and 
any applicable classes thereof, (the "Portfolios"), and A I M Distributors, 
Inc., a Delaware corporation (the "Distributor").
                                          
                                W I T N E S S E T H:

     In consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:

     FIRST:  The Company on behalf of the Portfolios hereby appoints the
Distributor as its exclusive agent for the sale of shares of the Portfolios to
the public directly and through investment dealers and financial institutions in
the United States and throughout the world.

     SECOND:  The Company shall not sell any shares of the Portfolios except
through the Distributor and under the terms and conditions set forth in
paragraph FOURTH below.  Notwithstanding the provisions of the foregoing
sentence, however:

     (A)  the Company may issue shares of the Portfolios to any other investment
company or personal holding company, or to the shareholders thereof, in exchange
for all or a majority of the shares or assets of any such company; and

     (B)  the Company may issue shares of the Portfolios at their net asset
value in connection with certain classes of transactions or to certain classes
of persons, in accordance with Rule 22d-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), provided that any such class is specified in
the then current prospectus of the applicable Portfolio.

     THIRD:  The Distributor hereby accepts appointment as exclusive agent for
the sale of the shares of the Portfolios and agrees that it will use its best
efforts to sell such shares; provided, however, that:

     (A)  the Distributor may, and when requested by the Company on behalf of a
Portfolio shall, suspend its efforts to effectuate such sales at any time when,
in the opinion of the Distributor or of the Company, no sales should be made
because of market or other economic considerations or abnormal circumstances of
any kind; and

<PAGE>

     (B)  the Company may withdraw the offering of the shares of a Portfolio (i)
at any time with the consent of the Distributor, or (ii) without such consent
when so required by the provisions of any statute or of any order, rule or
regulation of any governmental body having jurisdiction.  It is mutually
understood and agreed that the Distributor does not undertake to sell any
specific amount of the shares of the Portfolios.  The Company shall have the
right to specify minimum amounts for initial and subsequent orders for the
purchase of shares of any Portfolio.

     FOURTH:

     (A)  The public offering price of Class A shares of a Portfolio (the
"offering price") shall be the net asset value per share of the applicable
Portfolio plus a sales charge, if any.  Net asset value per share shall be
determined in accordance with the provisions of the then current prospectus and
statement of additional information of the applicable Portfolio.  The sales
charge shall be established by the Distributor, may reflect scheduled variations
in, or the elimination of, sales charges on sales of a Portfolio's Class A
shares either generally to the public, or to any specified class of investors or
in connection with any specified class of transactions, in accordance with Rule
22d-1 and as set forth in the then current prospectus and statement of
additional information of the applicable Portfolio.  The Distributor shall apply
any scheduled variation in, or elimination of, the selling commission uniformly
to all offerees in the class specified.  The Distributor shall be entitled to
receive the amount of any applicable contingent deferred sales charge that has
been subtracted from gross redemption proceeds (the "CDSC"), provided that the
Shares being redeemed were (i) issued by a Portfolio during the term of this
Agreement and any predecessor Agreement between the Company and the Distributor
or Distributor's predecessor, GT Global, Inc. ("GT Global"), or (ii) issued by a
Portfolio during or after the term of this Agreement or any predecessor
Agreement between the Company and the Distributor or GT Global in one or a
series of free exchanges of Shares for shares of the same class of another
portfolio, which can be traced to Shares or shares of the same class of another
portfolio initially issued by a Portfolio or such other portfolio during the
term of this Agreement, any predecessor Agreement or any other distribution
agreement with the Distributor or GT Global with respect to such other portfolio
(the "Distributor's Earned CDSC").  The Company shall pay or cause the Company's
transfer agent to pay the Distributor's Earned CDSC to the Distributor on the
date net redemption proceeds are payable to the redeeming shareholder.

     (B)  The Company shall allow directly to investment dealers and other
financial institutions through whom Class A shares of the Portfolios are sold
such portion of the sales charge as may be payable to them and specified by the
Distributor, up to but not exceeding the amount of the total sales charge.  The
difference between any commissions so payable and the total sales charges
included in the offering price shall be paid to the Distributor.

     (C)  No provision of this Agreement shall be deemed to prohibit any
payments by a Portfolio to the Distributor or by a Portfolio or the Distributor
to investment dealers, financial institutions and 401(k) plan service providers
where such payments are made under a distribution plan adopted by the Company on
behalf of a Portfolio pursuant to Rule 12b-1 under the 1940 Act.

     FIFTH:  The Distributor shall act as agent of the Company on behalf of the
Portfolios in connection with the sale and repurchase of shares of the
Portfolios.  Except with respect to such sales and repurchases, the Distributor
shall act as principal in all matters relating to the promotion of the sale of
shares of the Portfolios and shall enter into all of its own engagements,
agreements and contracts as principal on its own account.  The Distributor shall
enter into agreements with investment dealers and financial institutions
selected by the Distributor, authorizing such investment dealers and financial
institutions to offer and sell shares of the Portfolios to the public upon the
terms and conditions set forth


                                          2
<PAGE>

therein, which shall not be inconsistent with the provisions of this Agreement. 
Each agreement shall provide that the investment dealer and financial
institution shall act as a principal, and not as an agent, of the Company on
behalf of the Portfolios.

     SIXTH:  The Portfolios shall bear:

     (A)  the expenses of qualification of shares of the Portfolios for sale in
connection with such public offerings in such states as shall be selected by the
Distributor, and of continuing the qualification therein until the Distributor
notifies the Company that it does not wish such qualification continued; and

     (B)  all legal expenses in connection with the foregoing.

     SEVENTH:

     (A)  The Distributor shall bear the expenses of printing from the final
proof and distributing the Portfolios' prospectuses and statements of additional
inforrnation (including supplements thereto) relating to public offerings made
by the Distributor pursuant to this Agreement (which shall not include those
prospectuses and statements of additional information, and supplements thereto,
to be distributed to shareholders of the Portfolios), and any other promotional
or sales literature used by the Distributor or furnished by the Distributor to
dealers in connection with such public offerings, and expenses of advertising in
connection with such public offerings.

     (B)  The Distributor may be reimbursed for all or a portion of such
expenses, or may receive reasonable compensation for distribution related
services, to the extent permitted by a distribution plan adopted by the Company
on behalf of a Portfolio pursuant to Rule 12b-1 under the 1940 Act.

     EIGHTH:  The Distributor will accept orders for the purchase of shares of
the Portfolios only to the extent of purchase orders actually received and not
in excess of such orders, and it will not avail itself of any opportunity of
making a profit by expediting or withholding orders.  It is mutually understood
and agreed that the Company may reject purchase orders where, in the judgment of
the Company, such rejection is in the best interest of the Company.

     NINTH:  The Company, on behalf of the Portfolios, and the Distributor shall
each comply with all applicable provisions of the 1940 Act, the Securities Act
of 1933 and all other federal and state laws, rules and regulations governing
the issuance and sale of shares of the Portfolios.

     TENTH:

     (A)  In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Distributor, the Company on behalf of the Portfolios agrees to indemnify the
Distributor against any and all claims, demands, liabilities and expenses which
the Distributor may incur under the Securities Act of 1933, or common law or
otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in any registration statement or prospectus of a
Portfolio, or any omission to state a material fact therein, the omission of
which makes any statement contained therein misleading, unless such statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Company or a Portfolio in connection therewith by or on behalf
of the Distributor.  The Distributor agrees to indemnify the Company and the
Portfolios against any and all claims, demands, liabilities and expenses which
the Company or a Portfolio may incur arising out of


                                          3
<PAGE>

or based upon any act or deed of the Distributor or its sales representatives
which has not been authorized by the Company or a Portfolio in its prospectus or
in this Agreement.

     (B)  The Distributor agrees to indemnify the Company and the Portfolios
against any and all claims, demands, liabilities and expenses which the Company
or the Portfolios may incur under the Securities Act of 1933, or common law or
otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in any registration statement or prospectus of a
Portfolio, or any omission to state a material fact therein if such statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Company or a Portfolio in connection therewith by or on behalf
of the Distributor.

     (C)  Notwithstanding any other provision of this Agreement, the Distributor
shall not be liable for any errors of the Portfolios' transfer agent(s), or for
any failure of any such transfer agent to perform its duties.

     ELEVENTH:  Nothing herein contained shall require the Company to take any
action contrary to any provision of its Articles of Incorporation, or
to any applicable statute or regulation.

     TWELFTH:  This Agreement shall become effective with respect to each 
Portfolio as of the date hereof, shall continue in force and effect until two 
years from the date hereof, and shall continue in force and effect from year to 
year thereafter, provided, that such continuance is specifically approved with 
respect to such Portfolio at least annually (a)(i) by the Board of Directors 
of the Company or (ii) by the vote of a majority of the outstanding voting 
securities (as defined in Section 2(a)(42) of the 1940 Act), and (b) by vote 
of a majority of the Company's Directors who are not parties to this 
Agreement or "interested persons" (as defined in Section 2(a)(19) of the 1940 
Act) of any party to this Agreement cast in person at a meeting called for 
such purpose.

     THIRTEENTH:

     (A)  This Agreement may be terminated with respect to any Portfolio at any
time, without the payment of any penalty, by vote of the Board of Directors of
the Company or by vote of a majority of the outstanding voting securities of the
applicable Portfolio, or by the Distributor, on sixty (60) days' written notice
to the other party.

     (B)  This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" having the meaning set forth in Section
2(a)(4) of the 1940 Act.

     FOURTEENTH:  Any notice under this Agreement shall be in writing, addressed
and delivered, or mailed postage prepaid, to the other party at such address as
the other party may designate for the receipt of notices.  Until further notice
to the other party, it is agreed that the addresses of both the Company and the
Distributor shall be 11 Greenway Plaza, Suite 100, Houston, Texas 77046.


                                          4
<PAGE>

     FIFTEENTH:  This Agreement shall be deemed to be a contract made in the
State of Delaware and governed by, construed in accordance with and enforced
pursuant to the internal laws of the State of Delaware without reference to its
conflicts of laws rules.


                                          5
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
in duplicate on the day and year first above written.



                                             AIM INVESTMENT FUNDS, INC.


                                             By:
                                                --------------------------------
                                                Name:  William J. Guilfoyle
                                                       --------------------
                                                Title: President


Attest:


- --------------------------------------
Name:  Michael A. Silver
Title: Assistant Secretary


                                             A I M DISTRIBUTORS, INC.


                                             By: 
                                                --------------------------------
                                                Name:  Michael J. Cemo
                                                Title: President


Attest:


- --------------------------------------
Name:
Title:


                                          6
<PAGE>

                                      APPENDIX A
                                          TO
                                DISTRIBUTION AGREEMENT
                                          OF
                              AIM INVESTMENT FUNDS, INC.

CLASS A SHARES
- --------------

AIM Global Health Care Fund
AIM Global Telecommunications Fund
AIM Global Financial Services Fund
AIM Global Infrastructure Fund
AIM Global Resources Fund
AIM Global Consumer Products and Services Fund
AIM Latin American Growth Fund
AIM Emerging Markets Fund
AIM Global Growth & Income Fund
AIM Global Government Income Fund
AIM Strategic Income Fund
AIM Global High Income Fund
AIM Developing Markets Fund


                                          7

<PAGE>

                               DISTRIBUTION AGREEMENT

                                      BETWEEN

                             AIM INVESTMENT FUNDS, INC.

                                        AND

                              A I M DISTRIBUTORS, INC.

                                   CLASS B SHARES


     THIS AGREEMENT made this 29th day of May, 1998, by and between AIM
Investment Funds, Inc., a Maryland corporation (the "Company"), with respect to
each of the Class B shares (the "Shares") of each series of shares of common 
stock set forth on Schedule A to this agreement (the "Portfolios"), and A I M
Distributors, Inc., a Delaware corporation (the "Distributor").
                                          
                                W I T N E S S E T H:

     In consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:

     FIRST:  The Company hereby appoints the Distributor as its exclusive agent
for the sale of the Shares to the public directly and through investment dealers
in the United States and throughout the world.  If subsequent to the termination
of the Distributor's services to the Company pursuant to this Agreement, the
Company retains the services of another distributor, the distribution agreement
with such distributor shall contain provisions comparable to Clauses FOURTH and
SEVENTH hereof and Exhibit A hereto, and without limiting the generality of the
foregoing, will require such distributor to maintain and make available to the
Distributor records regarding sales, redemptions and reinvestments of Shares
necessary to implement the terms of Clauses FOURTH, SEVENTH and EIGHTH hereof.

     SECOND:  The Company shall not sell any Shares except through the
Distributor and under the terms and conditions set forth in paragraph FOURTH
below.  Notwithstanding the provisions of the foregoing sentence, however:

     (A)  the Company may issue Shares to any other investment company or
personal holding company, or to the shareholders thereof, in exchange for all or
a majority of the shares or assets of any such company;

     (B)  the Company may issue Shares at their net asset value in connection
with certain classes of transactions or to certain classes of persons, in
accordance with Rule 22d-1 under the Investment Company Act of 1940, as amended
(the "1940 Act"), provided that any such class is specified in the then current
prospectus of the applicable Shares; and

     (C)  the Company shall have the right to specify minimum amounts for
initial and subsequent orders for the purchase of Shares.


<PAGE>

     THIRD:  The Distributor hereby accepts appointment as exclusive agent for
the sale of the Shares and agrees that it will use its best efforts to sell such
Shares; provided, however, that:

     (A)  the Distributor may, and when requested by the Company on behalf of
the Shares shall, suspend its efforts to effectuate such sales at any time when,
in the opinion of the Distributor or of the Company, no sales should be made
because of market or other economic considerations or abnormal circumstances of
any kind;

     (B)  the Company may withdraw the offering of the Shares (i) at any time
with the consent of the Distributor, or (ii) without such consent when so
required by the provisions of any statute or of any order, rule or regulation of
any governmental body having jurisdiction; and

     (C)  the Distributor, as agent, does not undertake to sell any specific
amount of the Shares.

     FOURTH:

     (A)  The public offering price of the Shares shall be the net asset value
per share of the applicable Shares.  Net asset value per share shall be
determined in accordance with the provisions of the then current prospectus and
statement of additional information of the applicable Portfolio.  The
Distributor may establish a schedule of contingent deferred sales charges to be
imposed at the time of redemption of the Shares, and such schedule shall be
disclosed in the current prospectus of each Portfolio.  Such schedule of
contingent deferred sales charges may reflect variations in or waivers of such
charges on redemptions of Shares, either generally to the public or to any
specified class of shareholders and/or in connection with any specified class of
transactions, in accordance with applicable rules and regulations and exemptive
relief granted by the Securities and Exchange Commission, and as set forth in
the Portfolios' current prospectus(es).  The Distributor and the Company shall
apply any then applicable scheduled variation in or waiver of contingent
deferred sales charges uniformly to all shareholders and/or all transactions
belonging to a specified class.

     (B)  The Distributor may pay to investment dealers and other financial
institutions through whom Shares are sold, such sales commission as the
Distributor may specify from time to time.  Payment of any such sales
commissions shall be the sole obligation of the Distributor.

     (C)  No provision of this Agreement shall be deemed to prohibit any
payments by the Company to the Distributor or by the Company or the Distributor
to investment dealers, financial institutions and 401(k) plan service providers
where such payments are made under a distribution plan adopted by the Company
pursuant to Rule 12b-1 under the 1940 Act.

     (D)  The Company shall redeem the Shares from shareholders in accordance
with the terms set forth from time to time in the current prospectus and
statement of additional information of each Portfolio.  The price to be paid to
a shareholder to redeem the Shares shall be equal to the net asset value of the
Shares being redeemed ("gross redemption proceeds"), less any applicable
contingent deferred sales charge, calculated pursuant to the then applicable
schedule of contingent deferred sales charges ("net redemption proceeds").  The
Distributor shall be entitled to receive the amount of the contingent deferred
sales charge that has been subtracted from gross redemption proceeds (the
"CDSC"), provided that the Shares being redeemed were (i) issued by a Portfolio
during the term of this Agreement and any predecessor Agreement between the
Company and the Distributor or Distributor's predecessor, GT Global, Inc. ("GT
Global"), or (ii) issued by a Portfolio during or after the term of this
Agreement or any predecessor Agreement between the Company and the Distributor
or GT Global in one or a series of free exchanges of Shares for Class B


                                          2
<PAGE>

shares of another portfolio, which can be traced to Shares or Class B shares of
another portfolio initially issued by a Portfolio or such other portfolio during
the term of this Agreement, any predecessor Agreement or any other distribution
agreement with the Distributor or GT Global with respect to such other portfolio
(the "Distributor's Earned CDSC").  The Company shall pay or cause the Company's
transfer agent to pay the Distributor's Earned CDSC to the Distributor on the
date net redemption proceeds are payable to the redeeming shareholder.

     (E)  The Distributor shall maintain adequate books and records to identify
Shares (i) issued by a Portfolio during the term of this Agreement and any
predecessor Agreement between the Company and the Distributor or GT Global or
(ii) issued by a Portfolio during or after the term of this Agreement or any
predecessor Agreement between the Company and the Distributor or GT Global in
one or a series of free exchanges of Shares for class B shares of another
portfolio, which can be traced to Shares or class B shares of another portfolio
initially issued by a Portfolio or such other portfolio during the term of this
Agreement, any predecessor Agreement or any other distribution agreement with
the Distributor or GT Global with respect to such other portfolio and shall
calculate the Distributor's Earned CDSC, if any, with respect to such Shares,
upon their redemption.  The Company shall be entitled to rely on Distributor's
books, records and calculations with respect to Distributor's Earned CDSC.

     FIFTH:  The Distributor shall act as an agent of the Company in connection
with the sale and redemption of Shares.  Except with respect to such sales and
redemptions, the Distributor shall act as principal in all matters relating to
the promotion of the sale of Shares and shall enter into all of its own
engagements, agreements and contracts as principal on its own account.  The
Distributor shall enter into agreements with investment dealers and financial
institutions selected by the Distributor, authorizing such investment dealers
and financial institutions to offer and sell the Shares to the public upon the
terms and conditions set forth therein, which shall not be inconsistent with the
provisions of this Agreement.  Each agreement shall provide that the investment
dealer or financial institution shall act as a principal, and not as an agent,
of the Company.

     SIXTH:  The Shares shall bear:

     (A)  the expenses of qualification of Shares for sale in connection with
such public offerings in such states as shall be selected by the Distributor,
and of continuing the qualification therein until the Distributor notifies the
Company that it does not wish such qualification continued; and

     (B)  all legal expenses in connection with the foregoing.

     SEVENTH:

     (A)  The Distributor shall bear the expenses of printing from the final
proof and distributing the prospectuses and statements of additional information
for the Shares (including supplements thereto) relating to public offerings made
by the Company pursuant to such prospectuses (which shall not include those
prospectuses and statements of additional information, and supplements thereto,
to be distributed to existing shareholders of the Shares), and any other
promotional or sales literature used by the Distributor or furnished by the
Distributor to dealers in connection with such public offerings, and expenses of
advertising in connection with such public offerings.

     (B)  Subject to the limitations, if any, of applicable law including the
NASD Conduct Rules (formerly, the NASD Rules of Fair Practice) regarding
asset-based sales charges, the Company shall pay to the Distributor as a
reimbursement for all or a portion of such expenses, or as reasonable
compensation for


                                          3
<PAGE>

distribution of the Shares, an asset-based sales charge in an amount equal to
0.75% per annum of the average daily net asset value of the Shares of each
Portfolio from time to time (the "Distributor's 12b-1 Share"), such sales charge
to be payable pursuant to the distribution plan adopted pursuant to Rule 12b-1
under the 1940 Act (the "Plan").  The Distributor's 12b-1 Share shall be a
percentage, which shall be recomputed periodically (but not less than monthly)
in accordance with Exhibit A to this Agreement.  The Distributor's 12b-1 Share
shall accrue daily and be paid to the Distributor as soon as practicable after
the end of each calendar month within which it accrues but in any event within
10 business days after the end of each such calendar month (unless the
Distributor shall specify a later date in written instructions to the Company)
provided, however, that any notices and calculation required by Section EIGHTH:
(B) and (C) have been received by the Company.

     (C)  The Distributor shall maintain adequate books and records to permit
calculations periodically (but not less than monthly) of, and shall calculate on
a monthly basis, the Distributor's 12b-1 Share to be paid to the Distributor. 
The Company shall be entitled to rely on Distributor's books, records and
calculations relating to Distributor's 12b-1 Share.

     EIGHTH:

     (A)  The Distributor may, from time to time, assign, transfer or pledge
("Transfer") to one or more designees (each an "Assignee"), its rights to all or
a designated portion of (i) the Distributor's 12b-1 Share (but not the
Distributor's duties and obligations pursuant hereto or pursuant to the Plan),
and (ii) the Distributor's Earned CDSC, free and clear of any offsets or claims
the Company may have against the Distributor.  Each such Assignee's ownership
interest in a Transfer of a designated portion of a Distributor's 12b-1 Share
and a Distributor's Earned CDSC is hereinafter referred to as an "Assignee's
12b-1 Portion" and an "Assignee's CDSC Portion," respectively.  A Transfer
pursuant to this Section EIGHTH: (A) shall not reduce or extinguish any claim of
the Company against the Distributor.

     (B)  The Distributor shall promptly notify the Company in writing of each
Transfer pursuant to Section EIGHTH: (A) by providing the Company with the name
and address of each such Assignee.

     (C)  The Distributor may direct the Company to pay directly to an Assignee
such Assignee's 12b-1 Portion and Assignee's CDSC Portion.  In such event,
Distributor shall provide the Company with a monthly calculation of (i) the
Distributor's Earned CDSC and Distributor's 12b-1 Share and (ii) each Assignee's
12b-1 Portion and Assignee's CDSC Portion, if any, for such month (the "Monthly
Calculation").  The Monthly Calculation shall be provided to the Company by the
Distributor promptly after the close of each month or such other time as agreed
to by the Company and the Distributor which allows timely payment of the
Distributor's 12b-1 Share and Distributor's Earned CDSC and/or the Assignee's
12b-1 Portion and Assignee's CDSC Portion.  The Company shall not be liable for
any interest on such payments occasioned by delayed delivery of the Monthly
Calculation by the Distributor.  In such event following receipt from the
Distributor of (i) notice of Transfer referred to in Section EIGHTH: (B) and
(ii) each Monthly Calculation, the Company shall make all payments directly to
the Assignee or Assignees in accordance with the information provided in such
notice and Monthly Calculation, on the same terms and conditions as if such
payments were to be paid directly to the Distributor.  The Company shall be
entitled to rely on Distributor's notices, and Monthly Calculations in respect
of amounts to be paid pursuant to this Section EIGHTH: (B).

     (D)  Alternatively, in connection with a Transfer the Distributor may
direct the Company to pay all of such Distributor's 12b-1 Share and
Distributor's Earned CDSC from time to time to a depository or collection agent
designated by any Assignee, which depository or collection agent may be


                                          4
<PAGE>

delegated the duty of dividing such Distributor's 12b-1 Share and Distributor's
Earned CDSC between the Assignee's 12b-1 Portion and Assignee's CDSC Portion and
the balance of the Distributor's 12b-1 Share (such balance, when distributed to
the Distributor by the depository or collection agent, the "Distributor's 12b-1
Portion") and of the Distributor's Earned CDSC (such balance, when distributed
to the Distributor by the depository or collection agent, the "Distributor's
Earned CDSC Portion"), in which case only the Distributor's 12b-1 Portion and
Distributor's Earned CDSC Portion may be subject to offsets or claims the
Company may have against the Distributor.

     (E)  The Company shall not amend the Plan to reduce the amount payable to
the Distributor or any Assignee under Section SEVENTH: (B) hereof with respect
to the Shares for any Shares which have been issued prior to the date of such
amendment.

     NINTH:  The Distributor will accept orders for the purchase of Shares only
to the extent of purchase orders actually received and not in excess of such
orders, and it will not avail itself of any opportunity of making a profit by
expediting or withholding orders.

     TENTH:

     (A)  Pursuant to the Plan and this Agreement, the Distributor, as agent,
shall enter into Shareholder Service Agreements with investment dealers,
financial institutions and certain 401(K) plan service providers (collectively
"Service Providers") selected by the Distributor for the provision of certain
continuing personal services to customers of such Service Providers who have
purchased Shares.  Such agreements shall authorize Service Providers to provide
continuing personal shareholder services to their customers upon the terms and
conditions set forth therein, which shall not be inconsistent with the
provisions of this Agreement.  Each Shareholder Service Agreement shall provide
that the Service Provider shall act as principal, and not as an agent of the
Company.

     (B)  Shareholder Service Agreements may provide that the Service Providers
may receive a service fee in the amount of 0.25% of the average daily net assets
of the Shares held by customers of such Service Providers provided that such
Service Providers furnish continuing personal shareholder services to their
customers in respect of such Shares.  The continuing personal services to be
rendered by Service Providers under the Shareholder Service Agreements may
include, but shall not be limited to, some or all of the following: 
distributing sales literature; answering routine customer inquiries concerning
the Company; assisting customers in changing dividend elections, options,
account designations and addresses, and in enrolling in any of several special
investment plans offered in connection with the purchase of Shares; assisting in
the establishment and maintenance of or establishing and maintaining customer
accounts and records and the processing of purchase and redemption transactions;
performing subaccounting; investing dividends and any capital gains
distributions automatically in the Company's shares; providing periodic
statements showing a customer's account balance and the integration of such
statements with those of other transactions and balances in the customer's
account serviced by the Service Provider; forwarding applicable prospectus,
proxy statements, reports and notices to customers who hold Shares and providing
such other information and services as the Company or the customers may
reasonably request.

     (C)  The Distributor may advance service fees payable to Service Providers
pursuant to the Plan or any other distribution plan adopted by the Company with
respect to Shares of one or more of the Portfolios pursuant to Rule 12b-1 under
the 1940 Act; and thereafter the Distributor may be reimbursed for such advances
through retention of service fee payments during the period for which the
service fees were advanced.


                                          5
<PAGE>

     ELEVENTH:  The Company and the Distributor shall each comply with all
applicable provisions of the 1940 Act, the Securities Act of 1933, as amended,
and of all other federal and state laws, rules and regulations governing the
issuance and sale of the Shares.

     TWELFTH:

     (A)  In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Distributor, the Company shall indemnify the Distributor against any and all
claims, demands, liabilities and expenses which the Distributor may incur under
the Securities Act of 1933, or common law or otherwise, arising out of or based
upon any alleged untrue statement of a material fact contained in any
registration statement or prospectus of the Shares, or any omission to state a
material fact therein, the omission of which makes any statement contained
therein misleading, unless such statement or omission was made in reliance upon,
and in conformity with, information furnished to the Company in connection
therewith by or on behalf of the Distributor.  The Distributor shall indemnify
the Company and the Shares against any and all claims, demands, liabilities and
expenses which the Company or the Shares may incur arising out of or based upon
(i) any act or deed of the Distributor or its sales representatives which has
not been authorized by the Company in its prospectus or in this Agreement and
(ii) the Company's reliance on the Distributor's books, records, calculations
and notices in Sections FOURTH: (E), SEVENTH: (C), EIGHTH: (B), EIGHTH: (C) and
EIGHTH: (D).

     (B)  The Distributor shall indemnify the Company and the Shares against any
and all claims, demands, liabilities and expenses which the Company or the
Shares may incur under the Securities Act of 1933, as amended, or common law or
otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in any registration statement or prospectus of the
Shares, or any omission to state a material fact therein if such statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Company in connection therewith by or on behalf of the
Distributor.

     (C)  Notwithstanding any other provision of this Agreement, the Distributor
shall not be liable for any errors of the transfer agent(s) of the Shares, or
for any failure of any such transfer agent to perform its duties.

     THIRTEENTH:  Nothing herein contained shall require the Company to take 
any action contrary to any provision of its Articles of Incorporation, as 
amended, or to any applicable statute or regulation.

     FOURTEENTH:  This Agreement shall become effective with respect to the 
Shares of each Portfolio upon its approval by the Board of Directors of the 
Company and by vote of a majority of the Company's directors who are not 
interested parties to this Agreement or "interested persons" (as defined in 
Section 2(a)(19) of the 1940 Act) of any party to this Agreement cast in 
person at a meeting called for such purpose, shall continue in force and 
effect until two years from the date hereof, and from year to year thereafter, 
provided, that such continuance is specifically approved with respect to the 
Shares of each Portfolio at least annually (a)(i) by the Board of Directors of 
the Company or (ii) by the vote of a majority of the outstanding Shares of such 
class of such Portfolio, and (b) by vote of a majority of the Company's 
directors who are not parties to this Agreement or "interested persons" (as 
defined in Section 2(a)(19) of the 1940 Act) of any party to this Agreement cast
in person at a meeting called for such purpose.

     FIFTEENTH:


                                          6
<PAGE>

     (A)  This Agreement may be terminated with respect to the Shares of any 
Portfolio, at any time, without the payment of any penalty, by vote of the 
Board of Directors of the Company or by vote of a majority of the outstanding 
Shares of such Portfolio, or by the Distributor, on sixty (60) days' written 
notice to the other party; and

     (B)  This Agreement shall also automatically terminate in the event of its
assignment, the term "assignment" having the meaning set forth in Section
2(a)(4) of the 1940 Act; provided, that, subject to the provisions of the
following sentence, if this Agreement is terminated for any reason, the
obligations of the Company and the Distributor pursuant to Sections FOURTH: (D),
FOURTH: (E), SEVENTH: (B), SEVENTH: (C), EIGHTH: (A) through (E) and TWELFTH:
(A) of this Agreement will continue and survive any such termination. 
Notwithstanding the foregoing, upon Complete Termination of the Plan (as such
term is defined in Section 8 of the Plan in effect at the date of this
Agreement), the obligations of the Company pursuant to the terms of Sections
SEVENTH: (B), EIGHTH: (A), EIGHTH: (C), EIGHTH: (D) and EIGHTH: (E) (with
respect to payments of Distributor's 12b-1 Share and Assignee's 12b-1 Portion)
of this Agreement shall terminate.  A termination of the Plan with respect to
any or all Shares of any or all Portfolios shall not affect the obligations of
the Company pursuant to Sections FOURTH: (D), EIGHTH: (A), EIGHTH: (C), EIGHTH:
(D) and EIGHTH: (E) (with respect to payments of Distributor's Earned CDSC or
Assignee's CDSC Portion) hereof or of the obligations of the Distributor
pursuant to Section FOURTH: (E) or EIGHTH: (B) hereof.

     (C)  The Transfer of the Distributor's rights to Distributor's 12b-1 Share
or Distributor's Earned CDSC shall not cause a termination of this Agreement or
be deemed to be an assignment for purposes of Section FIFTEENTH: (B) above.

     SIXTEENTH:  Any notice under this Agreement shall be in writing, addressed
and delivered, or mailed postage prepaid, to the other party at such address as
the other party may designate for the receipt of notices.  Until further notice
to the other party, the addresses of both the Company and the Distributor shall
be 11 Greenway Plaza, Suite 100, Houston. Texas 77046-1173.

     SEVENTEENTH:  This Agreement shall be deemed to be a contract made in the
State of Delaware and governed by, construed in accordance with and enforced
pursuant to the internal laws of the State of Delaware without reference to its
conflicts of laws rules.


                                          7
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
in duplicate on the day and year first above written.

                              
                                        AIM INVESTMENT FUNDS, INC.


                                        By:
                                           -------------------------------------
                                            Name:  William J. Guilfoyle
                                                   --------------------
                                            Title: President


Attest:


- -------------------------------
Name:   Michael A. Silver
Title:  Assistant Secretary



                                        A I M DISTRIBUTORS, INC.


                                        By:  
                                           -------------------------------------
                                        Name:  Michael J. Cemo
                                        Title: President
                                          
                                          
Attest:


- -------------------------------
Name:
Title:


                                          8
<PAGE>

                                     SCHEDULE A
                                         TO
                               DISTRIBUTION AGREEMENT
                                         OF
                              AIM INVESTMENT FUNDS, INC.

CLASS B SHARES
- --------------

AIM Global Health Care Fund
AIM Global Telecommunications Fund
AIM Global Financial Services Fund
AIM Global Infrastructure Fund
AIM Global Resources Fund
AIM Global Consumer Products and Services Fund
AIM Latin American Growth Fund
AIM Emerging Markets Fund
AIM Global Growth & Income Fund
AIM Global Government Income Fund
AIM Strategic Income Fund
AIM Global High Income Fund
AIM Developing Markets Fund


                                          9
<PAGE>

                                     EXHIBIT A


     The Distributor's 12b-1 Share in respect of each Portfolio shall be 100
percent until such time as the Distributor shall cease to serve as exclusive
distributor of the Shares of such Portfolio and thereafter shall be a
percentage, recomputed first on the date of any termination of the Distributor's
services as exclusive distributor of Shares of any Portfolio and thereafter
periodically (but not less than monthly), representing the percentage of Shares
of such Portfolio outstanding on each such computation date allocated to the
Distributor in accordance with the following rules:

          1.   DEFINITIONS.  For purposes of this Exhibit A defined terms used
herein shall have the meaning assigned to such terms in the Distribution
Agreement and the following terms shall have the following meanings:

               "COMMISSION SHARES" shall mean shares of the Portfolio or another
portfolio the redemption of which would, in the absence of the application of
some standard waiver provision, give rise to the payment of a CDSC and shall
include Commission Shares which due to the expiration of the CDSC period no
longer bear a CDSC.

               "DISTRIBUTOR" shall mean the Distributor and the Distributor's
predecessor, GT Global, Inc.

               "OTHER DISTRIBUTOR" shall mean each person appointed as the
exclusive distributor for the Shares of the Portfolio after the Distributor
ceases to serve in that capacity.

          2.   ALLOCATION RULES.  In determining the Distributor's 12b-1 Share
in respect of a particular Portfolio:

               (a)  There shall be allocated to the Distributor and each Other
Distributor all Commission Shares of such Portfolio which were sold while such
Distributor or such Other Distributor, as the case may be, was the exclusive
distributor for the Shares of the Portfolio, determined in accordance with the
transfer records maintained for such Portfolio.

               (b)  REINVESTED SHARES:  On the date that any Shares are issued
by a Portfolio as a result of the reinvestment of dividends or other
distributions, whether ordinary income, capital gains or exempt-interest
dividend or distributions ("Reinvested Shares"), Reinvested Shares shall be
allocated to the Distributor and each Other Distributor in a number obtained by
multiplying the total number of Reinvested Shares issued on such date by a
fraction, the numerator of which is the total number of all Shares outstanding
in such Fund as of the opening of business on such date and allocated to the
Distributor or Other Distributor as of such date of determination pursuant to
these allocation procedures and the denominator is the total number of Shares
outstanding as of the opening of business on such date.

               (c)  EXCHANGE SHARES:  There shall be allocated to the
Distributor and each Other Distributor, as the case may be, all Commission
Shares of such Portfolio which were issued during or after the period referred
to in (a) as a consequence of one or more free exchanges of Commission Shares of
the Portfolio or of another portfolio (other than Free Appreciation Shares) (the
"Exchange Shares"), which in accordance with the transfer records maintained for
such Portfolio can be traced to Commission Shares of the Portfolio or another
portfolio initially issued by the Company or such other portfolio during


                                         A-1

<PAGE>

the time the Distributor or such Other Distributor, as the case may be, was the
exclusive distributor for the Shares of the Portfolio or such other portfolio.

               (d)  FREE APPRECIATION SHARES:  Shares (other than Exchange
Shares) that were acquired by the holders of such Shares in a free exchange of
Shares of any other Portfolio, which represent the appreciated value of the
Shares of the exiting portfolio over the initial purchase price paid for the
Shares being redeemed and exchanged and for which the original purchase date and
the original purchase price are not identified on an on-going basis, shall be
allocated to the Distributor and each Other Distributor ("Free Appreciation
Shares") daily in a number obtained by multiplying the total number of Free
Appreciation Shares issued by the exiting portfolio on such date by a fraction,
the numerator of which is the total number of all Shares outstanding as of the
opening of business on such date allocated to the Distributor or such Other
Distributor as of such date of determination pursuant to these allocation
procedures and the denominator is the total number of Shares outstanding as of
the opening of business on such date.

               (e)  REDEEMED SHARES:  Shares (other than Reinvested Shares and
Free Appreciation Shares) that are redeemed will be allocated to the Distributor
and each Other Distributor to the extent such Share was previously allocated to
the Distributor or such Other Distributor in accordance with the rules set forth
in 2(a) or (c) above.  Reinvested Shares and Free Appreciation Shares that are
redeemed will be allocated to the Distributor and each Other Distributor daily
in an amount equal to the number of Free Appreciation Shares and Reinvested
Shares of such Portfolio being redeemed on such date, which amount is obtained
by multiplying the total number of Free Appreciation Shares and Reinvested
Shares being redeemed by such Portfolio on such date by a fraction, the
numerator of which is the total number of all Free Appreciation Shares and
Reinvested Shares of such Portfolio outstanding as of the opening of business on
such date allocated to the Distributor or to such Other Distributor as of such
date of determination and the denominator is the total number of Free
Appreciation Shares and Reinvested Shares of such Portfolio outstanding as of
the opening of business on such date.

     The Fund shall use its best efforts to assure that the transfer agents and
sub-transfer agents for each Portfolio maintain the data necessary to implement
the foregoing rules.  If, notwithstanding the foregoing, the transfer agents or
sub-transfer agents for such Portfolio are unable to maintain the data necessary
to implement the foregoing rules as written, and if the Distributor shall cease
to serve as exclusive distributor of the Shares of the Portfolio, the
Distributor and the Portfolio agree to negotiate in good faith with each other,
with the transfer agents and sub-transfer agents for such Portfolio and with any
third party that has obtained an interest in the Distributor's 12b-1 Share in
respect of such Portfolio with a view to arriving at mutually satisfactory
modifications to the foregoing rules designed to accomplish substantially
identical results on the basis of data which can be made available.


                                         A-2

<PAGE>

                                                                                
                                          
                                          
                               DISTRIBUTION AGREEMENT
                                          
                                      BETWEEN
                                          
                             AIM INVESTMENT FUNDS, INC.
                                          
                                        AND
                                          
                              A I M DISTRIBUTORS, INC.

                                ADVISOR CLASS SHARES


     THIS AGREEMENT made this 29th day of May, 1998, by and between AIM
Investment Funds, Inc., a Maryland Corporation (the "Company"), with respect to
the Advisor Class shares (the "Shares") of each series of common stock set forth
on Appendix A to this Agreement (the "Portfolios"), and A I M Distributors,
Inc., a Delaware corporation (the "Distributor").

W I T N E S S E T H:

     In consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:

     FIRST:  The Company on behalf of the Portfolios hereby appoints the
Distributor as its exclusive agent for the sale of Shares to the public directly
and through investment dealers and financial institutions in the United States
and throughout the world.

     SECOND:  The Company shall not sell any Shares except through the
Distributor and under the terms and conditions set forth in paragraph FOURTH
below.  Notwithstanding the provisions of the foregoing sentence, however:

     (A)  the Company may issue Shares to any other investment company or
personal holding company, or to the shareholders thereof, in exchange for all or
a majority of the shares or assets of any such company; and

     (B)  the Company shall have the right to specify minimum amounts for
initial and subsequent orders for the purchase of Shares in connection with
certain classes of transactions or to certain classes of persons, in accordance
with Rule 22d-1 under the Investment Company Act of 1940, as amended (the "1940
Act"), provided that any such class is specified in the then current prospectus
of the applicable Portfolio.

     THIRD:  The Distributor hereby accepts appointment as exclusive agent for
the sale of the Shares and agrees that it will use its best efforts to sell such
Shares; provided, however, that:


<PAGE>

     (A)  the Distributor may, and when requested by the Company on behalf of
the Shares shall, suspend its efforts to effectuate such sales at any time when,
in the opinion of the Distributor or of the Company, no sales should be made
because of market or other economic considerations or abnormal circumstances of
any kind;

     (B)  the Company may withdraw the offering of the Shares (i) at any time
with the consent of the Distributor, or (ii) without such consent when so
required by the provisions of any statute or of any order, rule or regulation of
any governmental body having jurisdiction; and

     (C)  the Distributor, as agent, does not undertake to sell any specific
amount of the Shares.

      FOURTH:

     (A)  The public offering price of Shares (the "offering price") shall be
the net asset value per share of the applicable Portfolio.  Net asset value per
share shall be determined in accordance with the provisions of the then current
prospectus and statement of additional information of the applicable Portfolio. 

     FIFTH:  The Distributor shall act as agent of the Company in connection
with the sale and repurchase of Shares.  Except with respect to such sales and
repurchases, the Distributor shall act as principal in all matters relating to
the promotion of the sale of Shares and shall enter into all of its own
engagements, agreements and contracts as principal on its own account.  The
Distributor shall enter into agreements with investment dealers and financial
institutions selected by the Distributor, authorizing such investment dealers
and financial institutions to offer and sell the Shares to the public upon the
terms and conditions set forth therein, which shall not be inconsistent with the
provisions of this Agreement.  Each agreement shall provide that the investment
dealer and financial institution shall act as a principal, and not as an agent,
of the Company.

     SIXTH:  The Shares shall bear:

     (A)  the expenses of qualification of Shares for sale in connection with
such public offerings in such states as shall be selected by the Distributor,
and of continuing the qualification therein until the Distributor notifies the
Company that it does not wish such qualification continued; and

     (B)  all legal expenses in connection with the foregoing.

     SEVENTH:  The Distributor shall bear the expenses of printing from the
final proof and distributing the prospectuses and statements of additional
information for the Shares (including supplements thereto) relating to public
offerings made by the Company pursuant to such prospectuses (which shall not
include those prospectuses and statements of additional information, and
supplements thereto, to be distributed to existing shareholders of the Shares),
and any other promotional or sales literature used by the Distributor or
furnished by the 

                                          2
<PAGE>

Distributor to dealers in connection with such public offerings, and expenses of
advertising in connection with such public offerings.

     EIGHTH:  The Distributor will accept orders for the purchase of Shares only
to the extent of purchase orders actually received and not in excess of such
orders, and it will not avail itself of any opportunity of making a profit by
expediting or withholding orders.  It is mutually understood and agreed that the
Company may reject purchase orders where, in the judgment of the Company, such
rejection is in the best interest of the Company.

     NINTH:  The Company, on behalf of the Portfolios, and the Distributor shall
each comply with all applicable provisions of the 1940 Act, the Securities Act
of 1933 and all other federal and state laws, rules and regulations governing
the issuance and sale of Shares.

     TENTH:

     (A)  In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Distributor, the Company on behalf of the Portfolios agrees to indemnify the
Distributor against any and all claims, demands, liabilities and expenses which
the Distributor may incur under the Securities Act of 1933, or common law or
otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in any registration statement or prospectus of a
Portfolio, or any omission to state a material fact therein, the omission of
which makes any statement contained therein misleading, unless such statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Company or a Portfolio in connection therewith by or on behalf
of the Distributor.  The Distributor agrees to indemnify the Company and the
Portfolios against any and all claims, demands, liabilities and expenses which
the Company or a Portfolio may incur arising out of or based upon any act or
deed of the Distributor or its sales representatives which has not been
authorized by the Company or a Portfolio in its prospectus or in this Agreement.

     (B)  The Distributor agrees to indemnify the Company and the Portfolios
against any and all claims, demands, liabilities and expenses which the Company
or the Portfolios may incur under the Securities Act of 1933, or common law or
otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in any registration statement or prospectus of a
Portfolio, or any omission to state a material fact therein if such statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Company or a Portfolio in connection therewith by or on behalf
of the Distributor.

     (C)  Notwithstanding any other provision of this Agreement, the Distributor
shall not be liable for any errors of the Portfolios' transfer agent(s), or for
any failure of any such transfer agent to perform its duties.

     ELEVENTH:  Nothing herein contained shall require the Company to take any
action contrary to any provision of its Agreement and Declaration of Trust, or
to any applicable statute or regulation.

                                          3
<PAGE>

     TWELFTH:  This Agreement shall become effective with respect to the Shares
of each Portfolio as of the date hereof, shall continue in force and effect for
two years from the date hereof, and shall continue in force and effect from year
to year thereafter, provided, that such continuance is specifically approved
with respect to such Portfolio at least annually (a)(i) by the Board of Trustees
of the Company or (ii) by the vote of a majority of the outstanding voting
securities (as defined in Section 2(a)(42) of the 1940 Act), and (b) by vote of
a majority of the Company's trustees who are not parties to this Agreement or
"interested persons" (as defined in Section 2(a)(19) of the 1940 Act) of any
party to this Agreement cast in person at a meeting called for such purpose.

     THIRTEENTH:

     (A)  This Agreement may be terminated with respect to the Shares of any
Portfolio at any time, without the payment of any penalty, by vote of the Board
of Trustees of the Company or by vote of a majority of the outstanding voting
securities of the applicable Portfolio, or by the Distributor, on sixty (60)
days' written notice to the other party.

     (B)  This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" having the meaning set forth in Section
2(a)(4) of the 1940 Act.

     FOURTEENTH:  Any notice under this Agreement shall be in writing, addressed
and delivered, or mailed postage prepaid, to the other party at such address as
the other party may designate for the receipt of notices.  Until further notice
to the other party, it is agreed that the addresses of both the Company and the
Distributor shall be 11 Greenway Plaza, Suite 100, Houston, Texas 77046.

     FIFTEENTH:  This Agreement shall be deemed to be a contract made in the
State of Delaware and governed by, construed in accordance with and enforced
pursuant to the internal laws of the State of Delaware without reference to its
conflicts of laws rules.

                                          4
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
duplicate on the day and year first above written.


                              
AIM INVESTMENT FUNDS, INC.
                              
                                   By:  
                                        -----------------------------------
                                        Name:  William J. Guilfoyle
                                        Title:    President
     
     
Attest:


- --------------------------------
Name: Michael A. Silver
Title:   Assistant Secretary
     
     
     A I M DISTRIBUTORS, INC.
     
     
                                   By:  
                                        -----------------------------------
                                        Name:  Michael J. Cemo
                                        Title:    President


Attest:


- --------------------------------
Name:
Title:

                                          5
<PAGE>

                                     APPENDIX A
                                         TO
                               DISTRIBUTION AGREEMENT
                                         OF
                             AIM INVESTMENT FUNDS, INC.

ADVISOR CLASS SHARES

AIM Global Health Care Fund
AIM Global Telecommunications Fund
AIM Global Financial Services Fund
AIM Global Infrastructure Fund
AIM Global Resources Fund
AIM Global Consumer Products and Services Fund
AIM Latin American Growth Fund
AIM Emerging Markets Fund
AIM Global Growth & Income Fund
AIM Strategic Income Fund
AIM Global High Income Fund
AIM Developing Markets Fund


                                          6

<PAGE>

[GRAPHIC]


                                        SELECTED DEALER AGREEMENT
                                        FOR INVESTMENT COMPANIES MANAGED
                                        BY A I M ADVISORS, INC.

     To the Undersigned Selected Dealer:

Gentlemen:

A I M Distributors, Inc., as the exclusive national distributor of shares (the
"Shares") of the registered investment companies for which we now or in the
future act as underwriter, as disclosed in each Fund's prospectus, which may be
amended from time to time by us (the "Funds"), understands that you are a member
in good standing of the National Association of Securities Dealers, Inc.
("NASD'), or, if a foreign dealer, that you agree to abide by all of the rules
and regulations of the NASD for purposes of this Agreement (which you confirm by
your signature below). In consideration of the mutual covenants stated below,
you and we hereby agree as follows:

1.   Sales of Shares through you will be at the public offering price of such
     Shares (the net asset value of the Shares plus any sales charge applicable
     to such Shares (the "Sales Charge")), as determined in accordance with the
     then effective prospectus or Statement of Additional Information used in
     connection with the offer and sale of Shares (collectively, the
     "Prospectus"), which public offering price may reflect scheduled variations
     in, or the elimination of, the Sales Charge on sales of the Funds' Shares
     either generally to the public or in connection with special purchase
     plans, as described in the Prospectus. You agree that you will apply any
     scheduled variation in, or elimination of, the Sales Charge uniformly to
     all offerees in the class specified in the Prospectus.
 
2.   You agree to purchase Shares solely through us and only for the purpose of
     covering purchase orders already received from customers or for your own
     bona fide investment. You agree not to purchase for any other securities
     dealer unless you have an agreement with such other dealer or broker to
     handle clearing arrangements and then only in the ordinary course of
     business for such purpose and only if such other dealer has executed a
     Selected Dealer Agreement with us. You also agree not to withhold any
     customer order so as to profit therefrom. 

3.   The procedures relating to the handling of orders shall be subject to
     instructions which we will forward from time to time to all selected
     dealers with whom we have entered into a Selected Dealer Agreement. The
     minimum initial order shall be specified in the Funds' then current
     Prospectuses. All purchase orders are subject to receipt of Shares by us
     from the Funds concerned and to acceptance of such orders by us. We reserve
     the right in our sole discretion to reject any order.       

4.   With respect to the Funds the Shares of which are indicated in that Fund's
     Prospectus as being sold with a Sales Charge (the "Load Funds"), you will
     be allowed the concessions from the public offering price provided in the
     Load Funds' Prospectus and/or periodic instruction from us. With respect to
     the Funds, the Shares of which are indicated in that


<PAGE>

                                                                          Page 2

     Fund's Prospectus as being sold with a contingent deferred sales charge or
     early withdrawal charge (the "CDSC Funds"), you will be paid a commission 
     as disclosed in the CDSC Fund's Prospectus and/or periodic instructions
     from us.  With respect to the Funds whose Shares are indicated as being
     sold without a Sales Charge or a contingent deferred sales charge (the
     "No-Load Funds"), you may charge a reasonable administrative fee. For the
     purposes of this Agreement the term Dealer Commission means commissions or
     concessions payable to you as disclosed in the Funds' Prospectuses and the
     terms "Sales Charge" and "Dealer Commission" apply only to the Load Funds
     and the CDSC Funds.  All Dealer Commissions are subject to change without
     notice by us and will comply with any changes in regulatory requirements.
     You agree that you will not combine customer orders to reach breakpoints in
     commissions for any purpose whatsoever unless authorized by the Prospectus
     or by us in writing. 

5.   You agree that your transactions in Shares of the Funds will be limited to
     (a) the purchase of Shares from us for resale to your customers at the
     public offering price then in effect or for your own bona fide investment,
     (b) exchanges of Shares between Funds, as permitted by the Funds' then
     current registration statement (which includes the Prospectus) and in
     accordance with procedures as they may be modified by us from time to time,
     and (c) transactions involving the redemption of Shares by a Fund or the
     repurchase of Shares by us as an accommodation to shareholders or where
     applicable, through tender offers.  Redemptions by a Fund and repurchases
     by us will be effected in the manner and upon the terms described in the
     Prospectus.  We will, upon your request, assist you in processing such
     orders for redemptions or repurchases.  To facilitate prompt payment
     following a redemption or repurchase of Shares, the owner's signature shall
     appear as registered on the Funds' records and, as described in the
     Prospectus, it may be required to be guaranteed by a commercial bank, trust
     company or a member of a national securities exchange.

6.   Sales and exchanges of Shares may only be made in those states and
     jurisdictions where the Shares are registered or qualified for sale to the
     public. We agree to advise you currently of the identity of those states
     and jurisdictions in which the Shares are registered or qualified for sale,
     and you agree to indemnify us and/or the Funds for any claim, liability,
     expense or loss in any way arising out of a sale of Shares in any state or
     jurisdiction in which such Shares are not so registered or qualified.  

7.   We shall accept orders only on the basis of the then current offering
     price. You agree to place orders in respect of Shares immediately upon the
     receipt of orders from your customers for the same number of Shares. Orders
     which you receive from your customers shall be deemed to be placed with us
     when received by us. Orders which you receive prior to the close of
     business, as defined in the Prospectus, and placed with us within the time
     frame set forth in the Prospectus shall be priced at the offering price
     next computed after they are received by you. We will not accept from you a
     conditional order on any basis. All orders shall be subject to confirmation
     by us.


<PAGE>

                                                                         Page 3

8.   Your customer will be entitled to a reduction in the Sales Charge on
     purchases made under a Letter of Intent or Right of Accumulation described
     in the Prospectus. In such case, your Dealer Commission will be based upon
     such reduced Sales Charge; however, in the case of a Letter of Intent
     signed by your customer, an adjustment to a higher Dealer Commission will
     thereafter be made to reflect actual purchases by your customer if he
     should fail to fulfill his Letter of Intent. When placing wire trades, you
     agree to advise us of any Letter of Intent signed by your customer or of
     any Right of Accumulation available to him of which he has made you aware.
     If you fail to so advise us, you will be liable to us for the return of any
     Dealer Commission plus interest thereon.

9.   You and we agree to abide by the Conduct Rules of the NASD and all other
     federal and state rules and regulations that are now or may become
     applicable to transactions hereunder. Your expulsion from the NASD will
     automatically terminate this Agreement without notice. Your suspension from
     the NASD or a violation by you of applicable state and federal laws and
     rules and regulations of authorized regulatory agencies will terminate this
     Agreement effective upon notice received by you from us. You agree that it
     is your responsibility to determine the suitability of any Shares as
     investments for your customers, and that AIM Distributors has no
     responsibility for such determination.

10.  With respect to the Load Funds and the CDSC Funds, and unless otherwise
     agreed, settlement shall be made at the offices of the Funds' transfer
     agent within three (3) business days after our acceptance of the order.
     With respect to the No-Load Funds, settlement will be made only upon
     receipt by the Fund of payment in the form of federal funds. If payment is
     not so received or made within ten (10) business days of our acceptance of
     the order, we reserve the right to cancel the sale or, at our option, to
     sell the Shares to the Funds at the then prevailing net asset value. In
     this event, or in the event that you cancel the trade for any reason, you
     agree to be responsible for any loss resulting to the Funds or to us from
     your failure to make payments as aforesaid. You shall not be entitled to
     any gains generated thereby.

11.  If any Shares of any of the Load Funds sold to you under the terms of this
     Agreement are redeemed by the Fund or repurchased for the account of the
     Funds or are tendered to the Funds for redemption or repurchase within
     seven (7) business days after the date of our confirmation to you of your
     original purchase order therefore, you agree to pay forthwith to us the
     full amount of the Dealer Commission allowed to you on the original sale
     and we agree to pay such amount to the Fund when received by us. We also
     agree to pay to the Fund the amount of our share of the Sales Charge on the
     original sale of such Shares.

12.  Any order placed by you for the repurchase of Shares of a Fund is subject
     to the timely receipt by the Fund's transfer agent of all required
     documents in good order. If such documents are not received within a
     reasonable time after the order is placed, the order is subject to
     cancellation, in which case you agree to be responsible for any loss
     resulting


<PAGE>

                                                                         Page 4

     to the Fund or to us from such cancellation.

13.  We reserve the right in our discretion without notice to you to suspend
     sales or withdraw any offering of Shares entirely, to change the offering
     prices as provided in the Prospectus or, upon notice to you, to amend or
     cancel this Agreement. You agree that any order to purchase Shares of the
     Funds placed by you after notice of any amendment to this Agreement has
     been sent to you shall constitute your agreement to any such amendment.

14.  In every transaction, we will act as agent for the Fund and you will act as
     principal for your own account. You have no authority whatsoever to act as
     our agent or as agent for the Funds, any other Selected Dealer or the
     Funds' transfer agent and nothing in this Agreement shall serve to appoint
     you as an agent of any of the foregoing in connection with transactions
     with your customers or otherwise. 

15.  No person is authorized to make any representations concerning the Funds or
     their Shares except those contained in the Prospectus and any such
     information as may be released by us as information supplemental to the
     Prospectus. If you should make such unauthorized representation, you agree
     to indemnify the Funds and us from and against any and all claims,
     liability, expense or loss in any way arising out of or in any way
     connected with such representation. 

16.  We will supply you with copies of the Prospectuses of the Funds (including
     any amendments thereto) in reasonable quantities upon request. You will
     provide all customers with a prospectus prior to or at the time such
     customer purchases Shares.  You will provide any customer who so requests a
     copy of the Statement of Additional Information within the time dictated by
     regulatory requirements, as they may be amended from time to time.

17.  You shall be solely responsible for the accuracy, timeliness and
     completeness of any orders transmitted by you on behalf of your customers
     by wire or telephone for purchases, exchanges or redemptions, and shall
     indemnify us against any claims by your customers as a result of your
     failure to properly transmit their instructions.

18.  No advertising or sales literature, as such terms are defined by the NASD,
     of any kind whatsoever will be used by you with respect to the Funds or us
     unless first provided to you by us or unless you have obtained our prior
     written approval.

19.  All expenses incurred in connection with your activities under this
     Agreement shall be borne by you.

20.  This Agreement shall not be assignable by you. This Agreement shall be
     constructed in accordance with the laws of the State of Texas.


<PAGE>

                                                                         Page 5

21.  Any notice to you shall be duly given if mailed or telegraphed to you at
     your address as registered from time to time with the NASD.

22.  This Agreement constitutes the entire agreement between the undersigned and
     supersedes all prior oral or written agreements between the parties hereto.


<PAGE>

                                                                         Page 6

                                   A I M DISTRIBUTORS, INC.



Date:                                             By: X
      ------------------------                        --------------------------
     The undersigned accepts your invitation to become a Selected Dealer
     and agrees to abide by the foregoing terms and conditions. 
     The undersigned acknowledges receipt of Prospectuses for use in
     connection with offers and sales of the Funds.



Date                                             By: X
      ------------------------                        --------------------------
                                                       Signature

                                                      --------------------------
                                                       Print Name          Title

                                                      --------------------------
                                                       Dealer's Name 



                                                      --------------------------
                                                       Address
     

                                                      --------------------------
                                                       City     State        Zip


                                                      --------------------------
                                                       Telephone




                         Please sign both copies and return one copy of each to:


                         A I M Distributors, Inc.
                         11 Greenway Plaza, Suite 100
                         Houston, Texas 77046-1173


<PAGE>

[LOGO]
                                BANK ACTING AS AGENT 
                                  FOR ITS CUSTOMERS


     Agreement Relating to shares
                              OF THE AIM FAMILY OF FUNDS-Registered Trademark-
                              (CONFIRMATION AND PROSPECTUS TO BE SENT BY A I M
                              DISTRIBUTORS, INC. TO CUSTOMER)


A I M Distributors, Inc. is the exclusive national distributor of the shares of
the registered investment companies for which we now or in the future act as
underwriter, as disclosed in each Fund's prospectus, which may be amended from
time to time (the "Funds"). As exclusive agent for the Funds, we are offering to
make available shares of the Funds (the "Shares") for purchase by your customers
on the following terms:

1.   In all sales of Shares you shall act as agent for your customers, and in no
     transaction shall you have any authority to act as agent for any Fund or
     for us.

2.   The customers in question are, for all purposes, your customers and not
     customers of A I M Distributors, Inc.  In receiving orders from your
     customers who purchase Shares, A I M Distributors, Inc. is not soliciting
     such customers and, therefore, has no responsibility for determining
     whether Shares are suitable investments for such customers.

3.   It is hereby understood that in all cases in which you place orders with us
     for the purchase of Shares (a) you are acting as agent for the customer;
     (b) the transactions are without recourse against you by the customer; (c)
     as between you and the customer, the customer will have full beneficial
     ownership of the securities; (d) each such transaction is initiated solely
     upon the order of the customer; and (e) each such transaction is for the
     account of the customer and not for your account.

4.   Orders received from you will be accepted by us only at the public offering
     price applicable to each order, as established by the then current
     prospectus or Statement of Additional Information, (collectively, the
     "Prospectus") of the appropriate Fund, subject to the discounts (defined
     below) provided in such Prospectus. Following receipt from you of any order
     to purchase Shares for the account of a customer, we shall confirm such
     order to you in writing. We shall be responsible for sending your customer
     a written confirmation of the order with a copy of the appropriate Fund's
     current Prospectus.  We shall send you a copy of such confirmation. 
     Additional instructions may be forwarded to you from time to time. All
     orders are subject to acceptance or rejection by us in our sole discretion.

5.   Members of the general public, including your customers, may purchase
     Shares only at the public offering price determined in the manner described
     in the current Prospectus of the appropriate Fund.  With respect to the
     Funds, the Shares of which are indicated in

<PAGE>

Bank Acting as Agent for its Customers                               Page 2     
- --------------------------------------------------------------------------------

     that Fund's Prospectus as being sold with a sales charge (i.e. the "Load 
     Funds"), you will be allowed to retain a commission or concession from the
     public offering price provided in such Load Funds' current Prospectus 
     and/or periodic instructions from us.  With respect to the Funds, the 
     Shares of which are indicated in that Fund's Prospectus as being sold with 
     a contingent deferred sales charge or early withdrawal charge (the "CDSC 
     Funds"), you will be paid a commission or concession as disclosed in the 
     CDSC Fund's then current Prospectus and/or periodic instructions from us.
     With respect to the Funds whose Shares are indicated on the attached 
     Schedule as being sold without a sales charge or a contingent deferred 
     sales charge, (i.e. the "No-Load Funds"), you will not be allowed to retain
     any commission or concession. All commissions or concessions set forth in 
     any of the Load Funds' or CDSC Funds' Prospectus are subject to change 
     without notice by us and will comply with any changes in regulatory 
     requirements.

6.   The tables of sales charges and discounts set forth in the current
     Prospectus of each Fund are applicable to all purchases made at any one
     time by any "purchaser", as defined in the current Prospectus.  For this
     purpose, a purchaser may aggregate concurrent purchases of securities of
     any of the Funds.

7.   Reduced sales charges may also be available as a result of quantity
     discounts, rights of accumulation or letters of intent.  Further
     information as to such reduced sales charges, if any, is set forth in the
     appropriate Fund Prospectus.  In such case, your discount will be based
     upon such reduced sales charge; however, in the case of a letter of intent
     signed by your customer, an adjustment to a higher discount will thereafter
     be made to reflect actual purchases by your customer if he should fail to
     fulfill his letter of intent.  You agree to advise us promptly as to the
     amounts of any sales made by you to your customers qualifying for reduced
     sales charges.  If you fail to so advise us of any letter of intent signed
     by your customer or of any right of accumulation available to him of which
     he has made you aware, you will be liable to us for the return of any
     discount plus interest thereon. 

8.   By accepting this Agreement you agree:

     a.  that you will purchase Shares only from us;
     b.  that you will purchase Shares from us only to cover purchase orders
     already received from your customers; and
     c.  that you will not withhold placing with us orders received from your
     customers so as to profit yourself as a result of such withholdings.

9.   We will not accept from you a conditional order for Shares on any basis.

10.  Payment for Shares ordered from us shall be in the form of a wire transfer
     or a cashiers check mailed to us. Payment shall be made within three (3)
     business days after our acceptance of the order placed on behalf of your
     customer. Payment shall be equal to the public offering price less the
     discount retained by you hereunder.

<PAGE>

Bank Acting as Agent for its Customers                               Page 3     
- --------------------------------------------------------------------------------


11.  If payment is not received within ten (10) business days of our acceptance
     of the order, we reserve the right to cancel the sale or, at our option, to
     sell Shares to the Fund at the then prevailing net asset value. In this
     event you agree to be responsible for any loss resulting to the Fund from
     the failure to make payment as aforesaid.

12.  Shares sold hereunder shall be available in book-entry form on the books of
     the Funds' Transfer Agent unless other instructions have been given.

13.  No person is authorized to make any representations concerning Shares of
     any Fund except those contained in the applicable current Prospectus and
     printed information subsequently issued by the appropriate Fund or by us as
     information supplemental to such Prospectus. You agree that you will not
     make Shares available to your customers except under circumstances that
     will result in compliance with the applicable Federal and State Securities
     and Banking Laws and that you will not furnish to any person any
     information contained in the then current Prospectus or cause any
     advertisement to be published in any newspaper or posted in any public
     place without our consent and the consent of the appropriate Fund.

14.  Sales and exchanges of Shares may only be made in those states and
     jurisdictions where Shares are registered or qualified for sale to the
     public. We agree to advise you currently of the identity of those states
     and jurisdictions in which the Shares are registered or qualified for
     sales, and you agree to indemnify us and/or the Funds for any claim,
     liability, expense or loss in any way arising out of a sale of Shares in
     any state or jurisdiction not identified by us as a state or jurisdiction
     in which such Shares are so registered or qualified. We agree to indemnify
     you for any claim, liability, expense or loss in any way arising out of a
     sale of shares in any state or jurisdiction identified by us as a state or
     jurisdiction in which shares are so registered or qualified.

15.  You shall be solely responsible for the accuracy, timeliness and
     completeness of any orders transmitted by you on behalf of your customers
     by wire or telephone for purchases, exchanges or redemptions, and shall
     indemnify us against any claims by your customers as a result of your
     failure to properly transmit their instructions.

16.  All sales will be made subject to our receipt of Shares from the
     appropriate Fund. We reserve the right, in our discretion, without notice,
     to modify, suspend or withdraw entirely the offering of any Shares and,
     upon notice, to change the sales charge or discount or to modify, cancel or
     change the terms of this Agreement. You agree that any order to purchase
     Shares of the Funds placed by you after any notice of amendment to this
     Agreement has been sent to you shall constitute your agreement to any such
     agreement.

17.  The names of your customers shall remain your sole property and shall not
     be used by us for any purpose except for servicing and information mailings
     in the normal course of

<PAGE>

Bank Acting as Agent for its Customers                               Page 4     
- --------------------------------------------------------------------------------


     business to Fund Shareholders.

18.  Your acceptance of this Agreement constitutes a representation that you are
     a "Bank" as defined in Section 3 (a) (6) of the Securities Exchange Act of
     1934, as amended, and are duly authorized to engage in the transactions to
     be performed hereunder.

     All communications to us should be sent to A I M Distributors, Inc., Eleven
     Greenway Plaza, Suite 100, Houston, Texas 77046. Any notice to you shall be
     duly given if mailed or telegraphed to you at the address specified by you
     below or to such other address as you shall have designated in writing to
     us. This Agreement shall be construed in accordance with the laws of the
     State of Texas.



                                        A I M DISTRIBUTORS, INC.


Date:                                     By: X
     -------------------------                 ---------------------------------




The undersigned agrees to abide by the foregoing terms and conditions.


Date:                                     By: X
     -------------------------                 ---------------------------------
                                                Signature


                                               ---------------------------------
                                                Print Name            Title
                    


                                               ---------------------------------
                                                Dealer's Name


                                               ---------------------------------
                                                Address


                                               ---------------------------------
                                                City             State     Zip

                    Please sign both copies and return one copy of each to:

<PAGE>

Bank Acting as Agent for its Customers                               Page 5     
- --------------------------------------------------------------------------------
                              A I M Distributors, Inc.
                              11 Greenway Plaza, Suite 100
                              Houston, Texas 77046-1173


<PAGE>

[LOGO]
SHAREHOLDER SERVICE AGREEMENT
FOR SALE OF SHARES
OF THE AIM MUTUAL FUNDS


This Shareholder Service Agreement (the "Agreement") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940, by each of the
AIM-managed mutual funds (or designated classes of such funds) listed in
Schedule A, which may be amended from time to time by AIM Distributors, Inc.
("Distributors") to this Agreement (the "Funds"), under a Distribution Plan (the
"Plan") adopted pursuant to said Rule.  This Agreement, being made between
Distributors, solely as agent for such funds (the "Funds") and the undersigned
authorized dealer, defines the services to be provided by the authorized dealer
for which it is to receive payments pursuant to the Plan adopted by each of the
Funds.  The Plan and the Agreement have been approved by a majority of the
directors of each of the Funds, including a majority of the directors who are
not interested persons of such Funds, and who have no direct or indirect
financial interest in the operation of the Plan or related agreements (the
"Dis-interested Directors"), by votes cast in person at a meeting called for the
purpose of voting on the Plan.  Such approval included a determination that in
the exercise of their reasonable business judgement and in light of their
fiduciary duties, there is a reasonable likelihood that the Plan will benefit
such Fund and its shareholders.

1.   To the extent that you provide distribution-related and continuing personal
     shareholder services to customers who may, from time to time, directly or
     beneficially own shares of the Funds, including but not limited to,
     distributing sales literature, answering routine customer inquiries
     regarding the Funds, assisting customers in changing dividend options,
     account designations and addresses, and in enrolling into any of several
     special investment plans offered in connection with the purchase of the
     Funds' shares, assisting in the establishment and maintenance of customer
     accounts and records and in the processing of purchase and redemption
     transactions, investing dividends and capital gains distributions
     automatically in shares and providing such other services as the Funds or
     the customer may reasonably request, we, solely as agent for the Funds,
     shall pay you a fee periodically or arrange for such fee to be paid to you.

2.   The fee paid with respect to each Fund will be calculated at the end of
     each payment period (as indicated in Schedule A) for each business day of
     the Fund during such payment period at the annual rate set forth in
     Schedule A as applied to the average net asset value of the shares of such
     Fund purchased or acquired through exchange on or after the Plan
     Calculation Date shown for such Fund on Schedule A.  Fees calculated in
     this manner shall be paid to you only if your firm is the dealer of record
     at the close of business on the last business day of the applicable payment
     period, for the account in which such shares are held (the "Subject
     Shares").  In cases where Distributors has advanced payment to you of the
     first year's fee for shares sold at net asset value and subject to a
     contingent

<PAGE>

     deferred sales charge, no additional payments will be made to you during
     the first year the Subject Shares are held.

3.   The total of the fees calculated for all of the Funds listed on Schedule A
     for any period with respect to which calculations are made shall be paid to
     you within 45 days after the close of such period.

4.   We reserve the right to withhold payment with respect to the Subject Shares
     purchased  by you and redeemed or repurchased by the Fund or by us as Agent
     within seven (7) business days after the date of our confirmation of such
     purchase.  We reserve the right at any time to impose minimum fee payment
     requirements before any periodic payments will be made to you hereunder.

5.   This Agreement and Schedule A does not require any broker-dealer to provide
     transfer agency and recordkeeping related services as nominee for its
     customers.

6.   You shall furnish us and the Funds with such information as shall
     reasonably be requested either by the directors of the Funds or by us with
     respect to the fees paid to you pursuant to this Agreement.   

7.   We shall furnish the directors of the Funds, for their review on a
     quarterly basis, a written report of the amounts expended under the Plan by
     us and the purposes for which such expenditures were made.

8.   Neither you nor any of your employees or agents are authorized to make any
     representation concerning shares of the Funds except those contained in the
     then current Prospectus or Statement of Additional Information for the
     Funds, and you shall have no authority to act as agent for the Funds or for
     Distributors.

9.   We may enter into other similar Shareholder Service Agreements with any
     other person without your consent.

10.  This Agreement may be amended at any time without your consent by
     Distributors mailing a copy of an amendment to you at address set forth
     below.  Such amendment shall become effective on the date specified in such
     amendment unless you elect to terminate this Agreement within thirty (30)
     days of your receipt of such amendment.

11.  This Agreement may be terminated with respect to any Fund at any time
     without payment of any penalty by the vote of a majority of the directors
     of such Fund who are Dis-interested Directors or by a vote of a majority of
     the Fund's outstanding shares, on sixty (60) days' written notice.  It will
     be terminated by any act which terminates either the Selected Dealer
     Agreement between your firm and us or the Fund's Distribution Plan, and in
     any event, it shall terminate automatically in the event of its assignment
     as that term is defined in the 1940 Act.

12.  The provisions of the Distribution Agreement between any Fund and us,
     insofar as they relate to the Plan, are incorporated herein by reference. 
     This Agreement


<PAGE>
     shall become effective upon execution and delivery hereof and shall 
     continue in full force and effect as long as the continuance of the Plan
     and this related Agreement are approved at least annually by a
     vote of the directors, including a majority of the Dis-interested
     Directors, cast in person at a meeting called for the purpose of voting
     thereon.  All communications to us should be sent to the address of
     Distributors as shown at the bottom of this Agreement.  Any notice to you
     shall be duly given if mailed or telegraphed to you at the address
     specified by you below.

13.  You represent that you provide to your customers who own shares of the
     Funds personal services as defined from time to time in applicable
     regulations of the National Association of Securities Dealers, Inc., and
     that you will continue to accept payments under this Agreement only so long
     as you provide such services.

14.  This Agreement shall be construed in accordance with the laws of the State
     of Texas.


                                        A I M DISTRIBUTORS, INC.



Date:                              By:
     -----------------------          ------------------------------------------


The undersigned agrees to abide by the foregoing terms and conditions.


Date:                              By:
     -----------------------          ------------------------------------------
                                 Signature


                                      ------------------------------------------
                                   Print Name               Title


                                      ------------------------------------------
                                        Dealer's Name


                                      ------------------------------------------
                                   Address


                                      ------------------------------------------
                                   City                State          Zip


                                      ------------------------------------------
                                        Telephone


                         Please sign both copies and return one copy of each to:

<PAGE>

                              A I M Distributors, Inc.
                              11 Greenway Plaza, Suite 100
                              Houston, Texas 77046-1173

<PAGE>

                                   SCHEDULE "A" TO 
                            SHAREHOLDER SERVICE AGREEMENT

<TABLE>
<CAPTION>

          Fund                             Fee Rate*        Plan Calculation 
                                                                 Date
- --------------------------------------------------------------------------------
<S>                                        <C>              <C>
AIM America Value Fund A Shares              0.25           May 29, 1998
AIM America Value Fund B Shares              0.25           May 29, 1998
AIM Developing Markets Fund A Shares         0.25           May 29, 1998
AIM Developing Markets Fund B Shares         0.25           May 29, 1998
AIM Dollar Fund A Shares                     0.25           May 29, 1998
AIM Dollar Fund B Shares                     0.25           May 29, 1998
AIM Emerging Markets Fund A Shares           0.40**         May 29, 1998
AIM Emerging Markets Fund B Shares           0.25           May 29, 1998
AIM Europe Growth Fund A Shares              0.25           May 29, 1998
AIM Europe Growth Fund B Shares              0.25           May 29, 1998
AIM Global Consumer Products and
   Services Fund A Shares                    0.40**         May 29, 1998
AIM Global Consumer Products and
   Services Fund B Shares                    0.25           May 29, 1998
AIM Global Financial Services Fund A Shares  0.40**         May 29, 1998
AIM Global Financial Services Fund B Shares  0.25           May 29, 1998
AIM Global Government Income Fund A Shares   0.40**         May 29, 1998
AIM Global Government Income Fund B Shares   0.25           May 29, 1998
AIM Global Growth and Income Fund A Shares   0.25           May 29, 1998
AIM Global Growth and Income Fund B Shares   0.25           May 29, 1998
AIM Global Health Care Fund A Shares         0.40**         May 29, 1998
AIM Global Health Care Fund B Shares         0.25           May 29, 1998
AIM Global High Income Fund A Shares         0.25           May 29, 1998
AIM Global High Income Fund B Shares         0.25           May 29, 1998
AIM Global Infrastructure Fund A Shares      0.40**         May 29, 1998
AIM Global Infrastructure Fund B Shares      0.25           May 29, 1998
AIM Global Resources Fund A Shares           0.40**         May 29, 1998
AIM Global Resources Fund B Shares           0.25           May 29, 1998
AIM Global Telecommunications Fund A Shares  0.40**         May 29, 1998
AIM Global Telecommunications Fund B Shares  0.25           May 29, 1998
AIM Growth & Income Fund A Shares            0.25           May 29, 1998
AIM Growth & Income Fund B Shares            0.25           May 29, 1998
AIM International Growth Fund A Shares       0.25           May 29, 1998
AIM International Growth Fund B Shares       0.25           May 29, 1998
AIM Japan Growth Fund A Shares               0.25           May 29, 1998
AIM Japan Growth Fund B Shares               0.25           May 29, 1998
AIM Latin American Growth Fund A Shares      0.40**         May 29, 1998
AIM Latin American Growth Fund B Shares      0.25           May 29, 1998
AIM Mid Cap Growth Fund A Shares             0.25           May 29, 1998
AIM Mid Cap Growth Fund B Shares             0.25           May 29, 1998
AIM New Dimension Fund A Shares              0.40**         May 29, 1998
AIM New Dimension Fund B Shares              0.25           May 29, 1998
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                        <C>              <C>
AIM New Dimension Fund C Shares              1.00**         May 29, 1998

<CAPTION>
          Fund                             Fee Rate*        Plan Calculation 
                                                                 Date
- --------------------------------------------------------------------------------
<S>                                        <C>              <C>
AIM New Pacific Growth Fund A Shares         0.25           May 29, 1998
AIM New Pacific Growth Fund B Shares         0.25           May 29, 1998
AIM Small Cap Equity Fund A Shares           0.25           May 29, 1998
AIM Small Cap Equity Fund B Shares           0.25           May 29, 1998
AIM Strategic Income Fund A Shares           0.25           May 29, 1998
AIM Strategic Income Fund B Shares           0.25           May 29, 1998
AIM Worldwide Growth Fund A Shares           0.25           May 29, 1998
AIM Worldwide Growth Fund B Shares           0.25           May 29, 1998
</TABLE>

*Frequency of Payments:

EFFECTIVE UNTIL JUNE 30, 1998:  Class A and B share payments commence
immediately and are paid quarterly.  Class C share payments commence after an
initial twelve month holding period and are paid quarterly.  

**Of this amount, 0.25% is paid as a shareholder servicing fee and the remainder
is paid as an asset-based sales charge, as those terms are defined under the
rules of the National Association of Securities Dealers, Inc.

EFFECTIVE JULY 1, 1998:  B share payments, like C share payments, will begin
after an initial 12 month holding period and are paid quarterly.  Where the
broker dealer or financial institution waives the 1% up-front commission on
Class C shares, payments commence immediately.

**Of this amount, 0.25% is paid as a shareholder servicing fee and the remainder
is paid as an asset-based sales charge, as those terms are defined under the
rules of the National Association of Securities Dealers, Inc.

Minimum Payments: $50 (with respect to all funds in the aggregate.)

No payment pursuant to this Schedule is payable to a dealer, bank or other
service provider for the first year with respect to sales of $1 million or more,
at no load, in cases where A I M Distributors, Inc. has advanced the service fee
to the dealer, bank or other service provider.

<PAGE>

[LOGO]
                                   BANK SHAREHOLDER
                                  SERVICE AGREEMENT



We desire to enter into an Agreement with A I M Distributors, Inc. (the
"Company") acting as agent for the "AIM Funds", for servicing of our agency
clients who are shareholders of, and the administration of such shareholder
accounts in the shares of the AIM Funds (hereinafter referred to as the
"Shares").  Subject to the Company's acceptance of this Agreement, the terms and
conditions of this Agreement shall be as follows:

1.   We shall provide continuing personal shareholder and administration
     services for holders of the Shares who are also our clients.  Such services
     to our clients may include, without limitation, some or all of the
     following: answering shareholder inquires regarding the Shares and the AIM
     Funds; performing subaccounting; establishing and maintaining shareholder
     accounts and records; processing and bunching customer purchase and
     redemption transactions; providing periodic statements showing a
     shareholder's account balance and the integration of such statements with
     those of other transactions and balances in the shareholder's other
     accounts serviced by us; forwarding applicable AIM Funds prospectuses,
     proxy statements, reports and notices to our clients who are holders of
     Shares; and such other administrative services as you reasonably may
     request, to the extent we are permitted by applicable statute, rule or
     regulations to provide such services.  We represent that we shall accept
     fees hereunder only so long as we continue to provide personal shareholder
     services to our clients.

2.   Shares purchased by us as agents for our clients will be registered (choose
     one) (in our name or in the name of our nominee) (in the names of our
     clients).  The client will be the beneficial owner of the Shares purchased
     and held by us in accordance with the client's instructions and the client
     may exercise all applicable rights of a holder of such Shares.  We agree to
     transmit to the AIM Funds' transfer agent in a timely manner, all purchase
     orders and redemption requests of our clients and to forward to each client
     any proxy statements, periodic shareholder reports and other communications
     received form the Company by us on behalf of our clients.  The Company
     agrees to pay all out-of-pocket expenses actually incurred by us in
     connection with the transfer by us of such proxy statements and reports to
     our clients as required by applicable law or regulation.  We agree to
     transfer record ownership of a client's Shares to the client promptly upon
     the request of a client.  In addition, record ownership will be promptly
     transferred to the client in the event that the person or entity ceases to
     be our client.

3.   Within three (3) business days of placing a purchase order we agree to send
     (i) a cashiers check to the Company, or (ii) a wire transfer to the AIM
     Funds' transfer agent, in an amount equal to the amount of all purchase
     orders placed by us on behalf of our

<PAGE>

     clients and accepted by the Company.

4.   We agree to make available to the Company, upon the Company's request, such
     information relating to our clients who are beneficial owners of Shares and
     their transactions in such Shares as may be required by applicable laws and
     regulations or as may be reasonably requested by the Company.  The names of
     our customers shall remain our sole property and shall not be used by the
     Company for any other purpose except as needed for servicing and
     information mailings in the normal course of business to holders of the
     Shares.

5.   We shall provide such facilities and personnel (which may be all or any
     part of the facilities currently used in our business, or all or any
     personnel employed by us) as may be necessary or beneficial in carrying out
     the purposes of this Agreement.

6.   Except as may be provided in a separate written agreement between the
     Company and us, neither we nor any of our employees or agents are
     authorized to assist in distribution of any of the AIM Funds' shares except
     those contained in the then current Prospectus applicable to the Shares;
     and we shall have no authority to act as agent for the Company or the AIM
     Funds.  Neither the AIM Funds, A I M Advisors, Inc. nor A I M Distributors,
     Inc. will be a party, nor will they be represented as a party, to any
     agreement that we may enter into with our clients.

7.   In consideration of the services and facilities described herein, we shall
     receive from the Company on behalf of the AIM Funds an annual service fee,
     payable at such intervals as may be set forth in Schedule A hereto, of a
     percentage of the aggregate average net asset value of the Shares owned
     beneficially by our clients during each payment period, as set forth in
     Schedule A hereto, which may be amended from time to time by the Company. 
     We understand that this Agreement and the payment of such service fees has
     been authorized and approved by the Boards of Directors/Trustees of the AIM
     Funds, and is subject to limitations imposed by the National Association of
     Securities Dealers, Inc.  In cases where the Company has advanced payments
     to us of the first year's fee for shares sold with a contingent deferred
     sales charge, no payments will be made to us during the first year the
     subject Shares are held.

8.   The AIM Funds reserve the right, at their discretion and without notice, to
     suspend the sale of any Shares or withdraw the sale of Shares.

9.   We understand that the Company reserves the right to amend this Agreement
     or Schedule A hereto at any time without our consent by mailing a copy of
     an amendment to us at the address set forth below.  Such amendment shall
     become effective on the date specified in such amendment unless we elect to
     terminate this Agreement within thirty (30) days of our receipt of such
     amendment.

10.  This Agreement may be terminated at any time by the Company on not less
     than 15 days' written notice to us at our principal place of business.  We,
     on 15 days' written

<PAGE>

Bank Shareholder Service Agreement                                   Page 3     



     notice addressed to the Company at its principal place of business, may
     terminate this Agreement, said termination to become effective on the date
     of mailing notice to Company of such termination.  The Company's failure to
     terminate for any cause shall not constitute a waiver of the Company's
     right to terminate at a later date for any such cause.  This Agreement
     shall terminate automatically in the event of its assignment, the term
     "assignment" for this purpose having the meaning defined in Section 2(a)(4)
     of the Investment Company Act of 1940, as amended.

11.  All communications to the Company shall be sent to it at Eleven Greenway
     Plaza, Suite 100, Houston, Texas, 77046-1173.  Any notice to us shall be
     duly given if mailed or telegraphed to us at this address shown on this
     Agreement.

12.  This Agreement shall become effective as of the date when it is executed
     and dated below by the Company.  This Agreement and all rights and
     obligations of the parties hereunder shall be governed by and construed
     under the laws of the State of Texas.

                               A I M DISTRIBUTORS, INC.


Date:                    By: X
     -------------------     ----------------------------------------------

The undersigned agrees to abide by the foregoing terms and conditions.


Date:                    By: X
     -------------------     ----------------------------------------------
                                   Signature

                                   ----------------------------------------
                                   Print Name                    Title

                                   ----------------------------------------
                                   Dealer's Name

                                   ----------------------------------------
                                   Address

                                   ----------------------------------------
                                   City           State               Zip

                         Please sign both copies and return one copy of each to:

<PAGE>

Bank Shareholder Service Agreement                                   Page 4     


                             A I M Distributors, Inc.
                             11 Greenway Plaza, Suite 100
                             Houston, Texas 77046-1173






                                SCHEDULE "A" TO BANK
                           SHAREHOLDER SERVICE AGREEMENT

          Fund                             Fee Rate*        Plan Calculation
                                                                 Date
- --------------------------------------------------------------------------------


AIM America Value Fund A Shares              0.25           May 29, 1998
AIM America Value Fund B Shares              0.25           May 29, 1998
AIM Developing Markets Fund A Shares         0.25           May 29, 1998
AIM Developing Markets Fund B Shares         0.25           May 29, 1998
AIM Dollar Fund A Shares                     0.25           May 29, 1998
AIM Dollar Fund B Shares                     0.25           May 29, 1998
AIM Emerging Markets Fund A Shares           0.40**         May 29, 1998
AIM Emerging Markets Fund B Shares           0.25           May 29, 1998
AIM Europe Growth Fund A Shares              0.25           May 29, 1998
AIM Europe Growth Fund B Shares              0.25           May 29, 1998
AIM Global Consumer Products and
   Services Fund A Shares                    0.40**         May 29, 1998
AIM Global Consumer Products and
   Services Fund B Shares                    0.25           May 29, 1998
AIM Global Financial Services Fund A Shares  0.40**         May 29, 1998
AIM Global Financial Services Fund B Shares  0.25           May 29, 1998
AIM Global Government Income Fund A Shares   0.40**         May 29, 1998
AIM Global Government Income Fund B Shares   0.25           May 29, 1998
AIM Global Growth and Income Fund A Shares   0.25           May 29, 1998
AIM Global Growth and Income Fund B Shares   0.25           May 29, 1998
AIM Global Health Care Fund A Shares         0.40**         May 29, 1998
AIM Global Health Care Fund B Shares         0.25           May 29, 1998
AIM Global High Income Fund A Shares         0.25           May 29, 1998
AIM Global High Income Fund B Shares         0.25           May 29, 1998
AIM Global Infrastructure Fund A Shares      0.40**         May 29, 1998
AIM Global Infrastructure Fund B Shares      0.25           May 29, 1998
AIM Global Resources Fund A Shares           0.40**         May 29, 1998
AIM Global Resources Fund B Shares           0.25           May 29, 1998

<PAGE>

Bank Shareholder Service Agreement                                   Page 5     


AIM Global Telecommunications Fund A Shares  0.40**         May 29, 1998
AIM Global Telecommunications Fund B Shares  0.25           May 29, 1998
AIM Growth & Income Fund A Shares            0.25           May 29, 1998
AIM Growth & Income Fund B Shares            0.25           May 29, 1998
AIM International Growth Fund A Shares       0.25           May 29, 1998
AIM International Growth Fund B Shares       0.25           May 29, 1998
AIM Japan Growth Fund A Shares               0.25           May 29, 1998
AIM Japan Growth Fund B Shares               0.25           May 29, 1998
AIM Latin American Growth Fund A Shares      0.40**         May 29, 1998
AIM Latin American Growth Fund B Shares      0.25           May 29, 1998




          Fund                             Fee Rate*        Plan Calculation
                                                                 Date
- --------------------------------------------------------------------------------
AIM Mid Cap Growth Fund A Shares             0.25           May 29, 1998
AIM Mid Cap Growth Fund B Shares             0.25           May 29, 1998
AIM New Dimension Fund A Shares              0.40**         May 29, 1998
AIM New Dimension Fund B Shares              0.25           May 29, 1998
AIM New Dimension Fund C Shares              1.00**         May 29, 1998
AIM New Pacific Growth Fund A Shares         0.25           May 29, 1998
AIM New Pacific Growth Fund B Shares         0.25           May 29, 1998
AIM Small Cap Equity Fund A Shares           0.25           May 29, 1998
AIM Small Cap Equity Fund B Shares           0.25           May 29, 1998
AIM Strategic Income Fund A Shares           0.25           May 29, 1998
AIM Strategic Income Fund B Shares           0.25           May 29, 1998
AIM Worldwide Growth Fund A Shares           0.25           May 29, 1998
AIM Worldwide Growth Fund B Shares           0.25           May 29, 1998


*Frequency of Payments:

EFFECTIVE UNTIL JUNE 30, 1998:  Class A and B share payments commence
immediately and are paid quarterly.  Class C share payments commence after an
initial twelve month holding period and are paid quarterly.  

**Of this amount, 0.25% is paid as a shareholder servicing fee and the remainder
is paid as an asset-based sales charge, as those terms are defined under the
rules of the National Association of Securities Dealers, Inc.

EFFECTIVE JULY 1, 1998:  B share payments, like C share payments, will begin
after an initial 12 month holding period and are paid quarterly.  Where the
broker dealer or financial institution waives the 1% up-front commission on
Class C shares, payments commence immediately.

<PAGE>

Bank Shareholder Service Agreement                                   Page 6     


**Of this amount, 0.25% is paid as a shareholder servicing fee and the remainder
is paid as an asset-based sales charge, as those terms are defined under the
rules of the National Association of Securities Dealers, Inc.

Minimum Payments: $50 (with respect to all funds in the aggregate.)

No payment pursuant to this Schedule is payable to a dealer, bank or other
service provider for the first year with respect to sales of $1 million or more,
at no load, in cases where A I M Distributors, Inc. has advanced the service fee
to the dealer, bank or other service provider.

<PAGE>

                              ADMINISTRATION CONTRACT
                                      BETWEEN
                             AIM INVESTMENT FUNDS, INC.
                                        AND
                                A I M ADVISORS, INC.

     Contract made as of May 29, 1998, between AIM Investment Funds, Inc., a
Maryland Corporation ("Company"), and A I M Advisors, Inc., a Delaware
corporation (the "Administrator"). 

     WHEREAS the Company is registered under the Investment Company Act of 1940,
as amended ("1940 Act"), as an open-end management investment company, and
offers for public sale shares of AIM Global Consumer Products and Services Fund,
AIM Global Financial Services Fund, AIM Global Infrastructure Fund, AIM Global
Resources Fund and AIM Global High Income Fund, each being a series of the
Company's shares of common stock; and 

     WHEREAS the Company hereafter may establish additional series of its shares
of common stock that invest substantially all of their assets in another
investment company (any such additional series, together with the series named
in the paragraph immediately preceding, are collectively referred to herein as
the "Funds," and singly may be referred to as a "Fund"); and 

     WHEREAS the Company desires to retain Administrator as administrator to
furnish certain administration services to the Company and the Funds, and
Administrator is willing to furnish such services; 

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows: 

 1.  APPOINTMENT.  The Company hereby appoints Administrator as administrator of
each Fund for the period and on the terms set forth in this Contract.
Administrator accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided. 

 2.  DUTIES AS ADMINISTRATOR.  Administrator will administer the affairs of each
Fund subject to the supervision of the Company's Board and the following
understandings: 

     (a)  Administrator will supervise all aspects of the operations of each
Fund, including the oversight of transfer agency and custodial services, except
as hereinafter set forth; provided, however, that nothing herein contained shall
be deemed to relieve or deprive the Board of its responsibility for control of
the conduct of the affairs of the Funds. 


<PAGE>

     (b)  At Administrator's expense, Administrator will provide the Company and
the Funds with such corporate, administrative and clerical personnel (including
officers of the Company) and services as are reasonably deemed necessary or
advisable by the Board. 

     (c)  Administrator will arrange, but not pay, for the periodic preparation,
updating, filing and dissemination (as applicable) of each Fund's prospectus,
statement of additional information, proxy material, tax returns and required
reports with or to the Fund's shareholders, the Securities and Exchange
Commission and other appropriate federal or state regulatory authorities. 

     (d)  Administrator will provide the Company and the Funds with, or obtain
for them, adequate office space and all necessary office equipment and services,
including telephone service, heat, utilities, stationery supplies and similar
items. 

 3.  FURTHER DUTIES.  In all matters relating to the performance of this
Contract, Administrator will act in conformity with the Articles of
Incorporation, By-Laws and Registration Statement of the Company and with the
instructions and directions of the Board and will comply with the requirements
of the 1940 Act, the rules thereunder, and all other applicable federal and
state laws and regulations. 

 4.  DELEGATION OF ADMINISTRATOR'S DUTIES AS ADMINISTRATOR.  With respect to one
or more of the Funds, Administrator may enter into one or more contracts
("Sub-Administration Contract") with a sub-administrator in which Administrator
delegates to such sub-administrator the performance of any or all of the
services specified in Paragraph 2 of this Contract, provided that: (i) each
Sub-Administration Contract imposes on the sub-administrator bound thereby all
the duties and conditions to which Administrator is subject with respect to the
services under Paragraphs 2 and 3 of this Contract; (ii) each Sub-Administration
Contract meets all requirements of the 1940 Act and rules thereunder, and
(iii) Administrator shall not enter into a Sub-Administration Contract unless it
is approved by the Board prior to implementation. 

 5.  SERVICES NOT EXCLUSIVE.  The services furnished by Administrator hereunder
are not to be deemed exclusive and Administrator shall be free to furnish
similar services to others so long as its services under this Contract are not
impaired thereby. Nothing in this Contract shall limit or restrict the right of
any director, officer or employee of Administrator, who may also be a Director,
officer or employee of the Company, to engage in any other business or to devote
his or her time and attention in part to the management or other aspects of any
other business, whether of a similar nature or a dissimilar nature. 

 6.  EXPENSES.  

     (a)  During the term of this Contract, each Fund will bear all expenses,
not specifically assumed by Administrator, incurred in its operations and the
offering of its shares.

                                          2
<PAGE>

     (b)  Expenses borne by each Fund will include but not be limited to the
following: (i) all direct charges relating to the purchase and sale of portfolio
securities, including the cost (including brokerage commissions, if any) of
securities purchased or sold by the Fund and any losses incurred in connection
therewith; (ii) fees payable to and expenses incurred on behalf of the Fund by
Administrator under this Contract; (iii) investment consulting fees and related
costs; (iv) expenses of organizing the Company and the Fund; (v) expenses of
preparing filing reports and other documents with governmental and regulatory
agencies; (vi) filing fees and expenses relating to the registration and
qualification of the Fund's shares and the Company under federal and/or state
securities laws and maintaining such registrations and qualifications;
(vii) costs incurred in connection with the issuance, sale or repurchase of the
Fund's shares of common stock; (viii) fees and salaries payable to the Company's
Directors who are not parties to this Contract or interested persons of any such
party ("Independent Directors"); (ix) all expenses incurred in connection with
the Independent Directors' services, including travel expenses; (x) taxes
(including any income or franchise taxes) and governmental fees; (xi) costs of
any liability, uncollectible items of deposit and other insurance and fidelity
bonds; (xii) any costs, expenses or losses arising out of a liability of or
claim for damages or other relief asserted against the Company or the Fund for
violation of any law; (xiii) interest charges; (xiv) legal, accounting and
auditing expenses, including legal fees of special counsel for the Independent
Directors; (xv) charges of custodians, transfer agents, pricing agents and other
agents; (xvi) expenses of disbursing dividends and distributions; (xvii) costs
of preparing share certificates; (xviii) expenses of setting in type, printing
and mailing prospectuses and supplements thereto, statements of additional
information and supplements thereto, reports, notices and proxy materials for
existing shareholders; (xix) any extraordinary expenses (including fees and
disbursements of counsel, costs of actions, suits or proceedings to which the
Company is a party and the expenses the Company may incur as a result of its
legal obligation to provide indemnification to its officers, Directors,
employees and agents) incurred by the Company or the Fund; (xx) fees, voluntary
assessments and other expenses incurred in connection with membership in
investment company organizations; (xxi) costs of mailing and tabulating proxies
and costs of meetings of shareholders, the Board and any committees thereof;
(xxii) the cost of investment company literature and other publications provided
by the Company to its Directors and officers; and (xxiii) costs of mailing,
stationery and communications equipment.

     (c)  All general expenses of the Company and joint expenses of the Funds
shall be allocated among each Fund on a basis deemed fair and equitable by
Administrator, subject to the Board's supervision. 

     (d)  Administrator will assume the cost of any compensation for services
provided to the Company received by the officers of the Company and by the
Directors of the Company who are not Independent Directors. 

     (e)  The payment or assumption by Administrator of any expense of the
     Company or any Fund that Administrator is not required by this Contract to
     pay or 

                                          3
<PAGE>

     assume shall not obligate Administrator to pay or assume the same or any
     similar expense of the Company or any Fund on any subsequent occasion.

 7.  COMPENSATION.  

     (a)  For the services provided to a Fund under this Contract, the Company
shall pay the Administrator an annual fee, payable monthly, based upon the
average daily net assets of such Fund as forth in Appendix A attached hereto.
Such compensation shall be paid solely from the assets of such Fund. 

     (b)  For the services provided under this Contract, each Fund as hereafter
may be established will pay to Administrator a fee in an amount to be agreed
upon in a written Appendix to this Contract executed by the Company on behalf of
such Fund and by Administrator. 

     (c)  The fee shall be computed daily and paid monthly to Administrator on
or before the last business day of the next succeeding calendar month. 

     (d)  If this Contract becomes effective or terminates before the end of any
month, the fee for the period from the effective date to the end of the month or
from the beginning of such month to the date of termination, as the case may be,
shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs. 

 8.  LIMITATION OF LIABILITY OF ADMINISTRATOR AND INDEMNIFICATION. 
Administrator shall not be liable and each Fund shall indemnify Administrator
and its directors, officers and employees, for any costs or liabilities arising
from any error of judgment or mistake of law or any loss suffered by the Fund or
the Company in connection with the matters to which this Contract relates except
a loss resulting from willful misfeasance, bad faith or gross negligence on the
part of Administrator in the performance by Administrator of its duties or from
reckless disregard by Administrator of its obligations and duties under this
Contract. Any person, even though also an officer, partner, employee, or agent
of Administrator, who may be or become an officer, Director, employee or agent
of the Company shall be deemed, when rendering services to a Fund or the Company
or acting with respect to any business of a Fund or the Company, to be rendering
such service to or acting solely for the Fund or the Company and not as an
officer, partner, employee, or agent or one under the control or direction of
Administrator even though paid by it. 

 9.  DURATION AND TERMINATION.  

     (a)  This Contract shall become effective upon the date hereabove written,
provided that this Contract shall not take effect with respect to any Fund
unless it has first been approved by a vote of a majority of the Company's
Directors. 

                                          4
<PAGE>

     (b)  Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from the above written date. Thereafter, if not
terminated, with respect to each Fund this Contract shall continue automatically
for successive periods not to exceed twelve months each, provided that such
continuance is specifically approved at least annually by the Company's Board. 

     (c)  Notwithstanding the foregoing, with respect to any Fund this Contract
may be terminated at any time, without the payment of any penalty, by vote of
the Board or by a vote of a majority of the outstanding voting securities of the
Fund on sixty days' written notice to Administrator or by Administrator at any
time, without the payment of any penalty, on sixty days' written notice to the
Company. Termination of this Contract with respect to one Fund shall not affect
the continued effectiveness of this Contract with respect to any other Fund.
This Contract will automatically terminate in the event of its assignment. 

 10.  AMENDMENT OF THIS CONTRACT.  No provision of this Contract may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought. 

 11.  GOVERNING LAW.  This Contract shall be construed in accordance with the
laws of the State of Delaware (without regard to Delaware conflict or choice of
law provisions) and the 1940 Act. To the extent that the applicable laws of the
State of Delaware conflict with the applicable provisions of the 1940 Act, the
latter shall control. 

 12.  MISCELLANEOUS.  The captions in this Contract are included for convenience
of reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this Contract
shall be held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Contract shall not be affected thereby. This Contract
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors. As used in this Contract, the terms "majority of
the outstanding voting securities," "interested person," "assignment," "broker,"
"dealer," "investment adviser," "national securities exchange," "net assets,"
"prospectus," "sale," "sell" and "security" shall have the same meaning as such
terms have in the 1940 Act, subject to such exemption as may be granted by the
Securities and Exchange Commission by any rule, regulation or order. Where the
effect of a requirement of the 1940 Act reflected in any provision of this
Contract is made less restrictive by a rule, regulation or order of the
Securities and Exchange Commission, whether of special or general application,
such provision shall be deemed to incorporate the effect of such rule,
regulation or order. 
                                          5
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated as of the day and year first above
written. 

Attest:                                 AIM INVESTMENT FUNDS, INC.
       ---------------------------
       Michael A. Silver
       Assistant Secretary              By:
                                           -------------------------
                                        Name: Helge K. Lee
                                        Title:   Vice President and Secretary
     
Attest:                                 A I M ADVISORS, INC.
       ---------------------------       
                                        By: 
                                           -------------------------
                                        Name:
                                        Title:

                                          6
<PAGE>

                                     APPENDIX A
                                         TO
                              ADMINISTRATION CONTRACT
                                         OF
                             AIM INVESTMENT FUNDS, INC.

     The Company shall pay the Administrator, out of the assets of a Fund, as
full compensation for all services rendered and all facilities furnished
hereunder, an administration fee for such Fund set forth below. Such fee shall
be calculated by applying the following annual rates to the average daily net
assets of such Fund for the calendar year computed in the manner used for the
determination of the net asset value of shares of such Fund. 

<TABLE>
<CAPTION>

FUND                                                                ANNUAL RATE
- ----                                                                -----------
<S>                                                                 <C>
AIM Global Consumer Products and Services Fund                            0.25%
AIM Global Financial Services Fund                                        0.25%
AIM Global Infrastructure Fund                                            0.25%
AIM Global Resources Fund                                                 0.25%
AIM Global High Income Fund                                               0.25%
</TABLE>

                                          7

<PAGE>
                             AIM INVESTMENT FUNDS, INC.
                            SUB-ADMINISTRATION CONTRACT
                                      BETWEEN
                                A I M ADVISORS, INC.
                                        AND
                                 INVESCO (NY), INC.

     Contract made as of  May 29, 1998, between A I M Advisors, Inc., a Delaware
corporation ("Administrator"), and INVESCO (NY), INC., a California corporation
("Sub-Administrator"). 

     WHEREAS Administrator has entered into an Administration Contract with AIM
Investment Funds, Inc., an open-end management investment company registered
under the Investment Company Act of 1940, as amended ("1940 Act"), with respect
to AIM Global Consumer Products and Services Fund, AIM Global Financial Services
Fund, AIM Global Infrastructure Fund, AIM Global Resources Fund and AIM Global
High Income Fund, each Fund being a series of the Company's shares of common
stock; and 

     WHEREAS Administrator desires to retain Sub-Administrator as
sub-administrator to furnish certain administrative services to the Funds, and
Sub-Administrator is willing to furnish such services; 

     NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows: 

 1.  APPOINTMENT.  Administrator hereby appoints Sub-Administrator as
sub-administrator of each Fund for the period and on the terms set forth in this
Contract. Sub-Administrator accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided. 

 2.  DUTIES AS SUB-ADMINISTRATOR.  Sub-Administrator will administer the affairs
of each Fund subject to the supervision of the Company's Board of Directors
("Board"), the Administrator and the following understandings: 

     (a)  Sub-Administrator will supervise all aspects of the operations of each
Fund, including the oversight of transfer agency and custodial services except
as hereinafter set forth; provided, however, that nothing herein contained shall
be deemed to relieve or deprive the Board of its responsibility for control of
the conduct of the affairs of the Funds. 

     (b)  At Sub-Administrator's expense, Sub-Administrator will provide the
Company and the Funds with such corporate, administrative and clerical personnel
(including officers of the Company) and services as are reasonably deemed
necessary or advisable by the Board. 


<PAGE>

     (c)  Sub-Administrator will arrange, but not pay, for the periodic
preparation, updating, filing and dissemination (as applicable) of each Fund's
prospectus, statement of additional information, proxy material, tax returns and
required reports with or to the Fund's shareholders, the Securities and Exchange
Commission and other appropriate federal or state regulatory authorities.

     (d)  Sub-Administrator will provide the Company and the Funds with, or
obtain for them, adequate office space and all necessary office equipment and
services, including telephone service, heat, utilities, stationery supplies and
similar items. 

 3.  FURTHER DUTIES.  In all matters relating to the performance of this
Contract, Sub-Administrator will act in conformity with the Articles of
Incorporation, By-Laws and Registration Statement of the Company and with the
instructions and directions of the Board and will comply with the requirements
of the 1940 Act, the rules thereunder, and all other applicable federal and
state laws and regulations. 

 4.  SERVICES NOT EXCLUSIVE.  The services furnished by Sub-Administrator
hereunder are not to be deemed exclusive and Sub-Administrator shall be free to
furnish similar services to others so long as its services under this Contract
are not impaired thereby. Nothing in this Contract shall limit or restrict the
right of any director, officer or employee of Sub-Administrator, who may also be
a Director, officer or employee of the Company, to engage in any other business
or to devote his or her time and attention in part to the management or other
aspects of any other business, whether of a similar nature or a dissimilar
nature. 

 5.  EXPENSES.  

     (a)  During the term of this Contract, each Fund will bear all expenses,
not specifically assumed by Administrator and Sub-Administrator, incurred in its
operations and the offering of its shares.

     (b)  Expenses borne by each Fund will include but not be limited to the
following: (i) all direct charges relating to the purchase and sale of portfolio
securities, including the cost (including brokerage commissions, if any) of
securities purchased or sold by the Fund and any losses incurred in connection
therewith; (ii) fees payable to and expenses incurred on behalf of the Fund by
Sub-Administrator under this Contract; (iii) investment consulting fees and
related costs; (iv) expenses of organizing the Company and the Fund;
(v) expenses of preparing and filing reports and other documents with
governmental and regulatory agencies; (vi) filing fees and expenses relating to
the registration and qualification of the Fund's shares and the Company under
federal and/or state securities laws and maintaining such registrations and
qualifications; (vii) costs incurred in connection with the issuance, sale or
repurchase of the Fund's shares of common stock; (viii) fees and salaries
payable to the Company's Directors who are not parties to this Contract or
interested persons of any such party ("Independent Directors"); (ix) all
expenses incurred in connection with the Independent Directors' services,
including travel expenses; 


<PAGE>

(x) taxes (including any income or franchise taxes) and governmental fees;
(xi) costs of any liability, uncollectible items of deposit and other insurance
and fidelity bonds; (xii) any costs, expenses or losses arising out of a
liability of or claim for damages or other relief asserted against the Company
or the Fund for violation of any law; (xiii) interest charges; (xiv) legal,
accounting and auditing expenses, including legal fees of special counsel for
the Independent Directors; (xv) charges of custodians, transfer agents, pricing
agents and other agents; (xvi) expenses of disbursing dividends and
distributions; (xvii) costs of preparing share certificates; (xviii) expenses of
setting in type, printing and mailing prospectuses and supplements thereto,
statements of additional information and supplements thereto, reports, notices
and proxy materials for existing shareholders; (xix) any extraordinary expenses
(including fees and disbursements of counsel, costs of actions, suits or
proceedings to which the Company is a party and the expenses the Company may
incur as a result of its legal obligation to provide indemnification to its
officers, Directors, employees and agents) incurred by the Company; (xx) fees,
voluntary assessments and other expenses incurred in connection with membership
in investment company organizations; (xxi) costs of mailing and tabulating
proxies and costs of meetings of shareholders, the Board and any committees
thereof; (xxii) the cost of investment company literature and other publications
provided by the Company to its Directors and officers; and (xxiii) costs of
mailing, stationery and communications equipment.

     (c) Sub-Administrator will assume the cost of any compensation for services
provided to the Company received by the officers of the Company and by the
Directors of the Company who are not Independent Directors.

     (d) The payment or assumption by Sub-Administrator of any expense of the
Company or any Fund that Sub-Administrator is not required by this Contract to
pay or assume shall not obligate Sub-Administrator to pay or assume the same or
any similar expense of the Company or any Fund on any subsequent occasion.

 6.  COMPENSATION.  

     (a)  The Sub-Administrator will not be paid any special compensation for 
the services provided to a Fund under this Contract.

     (b)  For the services provided under this Contract to each Fund as
hereafter may be established, Administrator will pay to Sub-Administrator a fee
in an amount to be agreed upon in a written Appendix to this Contract executed
by Administrator and by Sub-Administrator. 


<PAGE>


 7.  LIMITATION OF LIABILITY OF SUB-ADMINISTRATOR AND INDEMNIFICATION. 
Sub-Administrator shall not be liable for any costs or liabilities arising from
any error of judgment or mistake of law or any loss suffered by the Fund or the
Company in connection with the matters to which this Contract relates except a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of Sub-Administrator in the performance by Sub-Administrator of its duties
or from reckless disregard by Sub-Administrator of its obligations and duties
under this Contract. Any person, even though also an officer, partner, employee,
or agent of Sub-Administrator, who may be or become a Director, officer,
employee or agent of the Company, shall be deemed, when rendering services to a
Fund or the Company or acting with respect to any business of a Fund or the
Company to be rendering such service to or acting solely for the Fund or the
Company and not as an officer, partner, employee, or agent or one under the
control or direction of Sub-Administrator even though paid by it. 

 8.  DURATION AND TERMINATION.  

     (a)  This Contract shall become effective upon the date hereabove written,
provided that this Contract shall not take effect with respect to any Fund
unless it has first been approved by a vote of a majority of the Company's
Directors. 

     (b)  Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from the above written date. Thereafter, if not
terminated, with respect to each Fund, this Contract shall continue
automatically for successive periods not to exceed twelve months each, provided
that such continuance is specifically approved at least annually by the
Company's Board. 

     (c)  Notwithstanding the foregoing, with respect to any Fund this Contract
may be terminated at any time, without the payment of any penalty, by vote of
the Board or by a vote of a majority of the outstanding voting securities of the
Fund on sixty days' written notice to Sub-Administrator or by Sub-Administrator
at any time, without the payment of any penalty, on sixty days' written notice
to the Company. Termination of this Contract with respect to one Fund shall not
affect the continued effectiveness of this Contract with respect to any other
Fund. This Contract will automatically terminate in the event of its assignment.

 9.  AMENDMENT.  No provision of this Contract may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought.

 10.  GOVERNING LAW.  This Contract shall be construed in accordance with the
laws of the State of Delaware (without regard to Delaware conflict or choice of
law provisions) and the 


<PAGE>

1940 Act. To the extent that the applicable laws of the State of Delaware
conflict with the applicable provisions of the 1940 Act, the latter shall
control. 

 11.  MISCELLANEOUS.  The captions in this Contract are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. If any provision of this
Contract shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Contract shall not be affected thereby. This
Contract shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors. As used in this Contract, the terms
"majority of the outstanding voting securities," "interested person,"
"assignment," "broker," "dealer," "investment adviser," "national securities
exchange," "net assets," "prospectus," "sale," "sell" and "security" shall have
the same meaning as such terms have in the 1940 Act, subject to such exemption
as may be granted by the Securities and Exchange Commission by any rule,
regulation or order. Where the effect of a requirement of the 1940 Act reflected
in any provision of this Contract is made less restrictive by a rule, regulation
or order of the Securities and Exchange Commission, whether of special or
general application, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.

     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated as of the day and year first above
written.



      
  Attest:                                A I M ADVISORS, INC.
         ------------------------
                                         
                                         By:
                                            ----------------------------
                                         Name:
                                         Title:
      
  
      
  Attest:                                INVESCO (NY), INC.
         ------------------------
             Michael A. Silver           By:
                                            ----------------------------
                                         Name: Helge K. Lee
                                         Title:   Chief Legal and Compliance
                                                  Officer and Secretary

<PAGE>

                                     APPENDIX A
                                         TO
                            SUB-ADMINISTRATION CONTRACT
                             AIM INVESTMENT FUNDS, INC.


<TABLE>
<CAPTION>

FUND                                                               ANNUAL RATE
- ----                                                                -----------
<S>                                                                 <C>
AIM Global Consumer Products and Services Fund                           0.10%
AIM Global Financial Services Fund                                       0.10%
AIM Global Infrastructure Fund                                           0.10%
AIM Global Resources Fund                                                0.10%
AIM Global High Income Fund                                              0.10%
</TABLE>

<PAGE>

[LETTERHEAD]






                          CONSENT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors of AIM Investment Funds, Inc. (formerly,
G.T. Investment Funds, Inc.):


     We hereby consent to the inclusion of our report dated December 15, 1997 
on our audits of the financial statements and financial highlights of AIM 
Global Consumer Products and Services Fund, AIM Global Financial Services 
Fund, AIM Global Infrastructure Fund, AIM Global Telecommunications Fund, AIM 
Global Health Care Fund and AIM Global Resources Fund (formerly, GT Global 
Consumer Products and Services Fund, GT Global Financial Services Fund, GT 
Global Infrastructure Fund, GT Global Telecommunications Fund, GT Global 
Health Care Fund, and GT Global Natural Resources Fund, respectively) as of 
October 31, 1997 in the Statement of Additional Information with respect to 
the Post-Effective Amendment to the Registration Statement on Form N-1A under 
the Securities Act of 1933, as amended, of AIM Investment Funds, Inc.  We 
further consent to the reference to our Firm under the captions "Financial 
Highlights" and "Other Information" in the Prospectus and "Independent 
Accountants" in the Statement of Additional Information.

                                             /s/ Coopers & Lybrand L.L.P.
                                             COOPERS & LYBRAND L.L.P.


Boston, Massachusetts
June 1, 1998

<PAGE>

[LETTERHEAD]






                          CONSENT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors of AIM Investment Funds, Inc. (formerly,
G.T. Investment Funds, Inc.):


     We hereby consent to the inclusion of our report dated December 15, 1997 
on our audit of the financial statements and financial highlights of AIM 
Global High Income Fund, AIM Global Government Income Fund and AIM Strategic 
Income Fund (formerly, GT Global High Income Fund, GT Global Government 
Income Fund, and GT Global Strategic Income Fund, respectively) as of October 
31, 1997 in the Statement of Additional Information with respect to the 
Post-Effective Amendment to the Registration Statement on Form N-1A under the 
Securities Act of 1933, as amended, of AIM Investment Funds, Inc. We further 
consent to the reference to our Firm under the captions "Financial 
Highlights" and "Other Information" in the Prospectus and "Independent 
Accountants" in the Statement of Additional Information.

                                             /s/ Coopers & Lybrand L.L.P.
                                             COOPERS & LYBRAND L.L.P.


Boston, Massachusetts
June 1, 1998

<PAGE>

[LETTERHEAD]






                          CONSENT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors of AIM Investment Funds, Inc. (formerly,
G.T. Investment Funds, Inc.):

     We hereby consent to the inclusion of our report dated December 15, 1997 
on our audit of the financial statements and financial highlights of AIM 
Global Growth & Income Fund (formerly, GT Global Growth and Income Fund) as 
of October 31, 1997 in the Statement of Additional Information with respect 
to the Post-Effective Amendment to the Registration Statement on Form N-1A 
under the Securities Act of 1933, as amended, of AIM Investment Funds, Inc. 
We further consent to the reference to our Firm under the captions "Financial 
Highlights" and "Other Information" in the Prospectus and "Independent 
Accountants" in the Statement of Additional Information.

                                             /s/ Coopers & Lybrand L.L.P.
                                             COOPERS & LYBRAND L.L.P.


Boston, Massachusetts
June 1, 1998

<PAGE>

[LETTERHEAD]






                          CONSENT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors of AIM Investment Funds, Inc. (formerly, G.T. 
Investment Funds, Inc.):


     We hereby consent to the inclusion of our reports dated December 15, 
1997 on our audit of the financial statements and financial highlights of AIM 
Emerging Markets Fund and AIM Latin American Growth Fund (formerly, GT Global 
Emerging Markets Fund and GT Global Latin America Growth Fund, respectively) 
as of October 31, 1997 in the Statement of Additional Information with 
respect to the Post-Effective Amendment to the Registration Statement on Form 
N-1A under the Securities Act of 1933, as amended, of AIM Investment Funds, 
Inc.  We further consent to the reference to our Firm under the captions 
"Financial Highlights" and "Other Information" in the Prospectus and 
"Independent Accountants" in the Statement of Additional Information.

                                             /s/ Coopers & Lybrand L.L.P.
                                             COOPERS & LYBRAND L.L.P.


Boston, Massachusetts
June 1, 1998

<PAGE>

[LETTERHEAD]






                          CONSENT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors of AIM Investment Funds, Inc. (formerly, G.T. 
Investment Funds, Inc.):


     We hereby consent to the inclusion of our reports dated December 15, 
1997 on our audit of the financial statements and financial highlights of AIM 
Developing Markets Fund (formerly, GT Global Developing Markets Fund) as of 
October 31, 1997 in the Statement of Additional Information with respect to 
the Post-Effective Amendment to the Registration Statement on Form N-1A under 
the Securities Act of 1933, as amended, of AIM Investment Funds, Inc.  We 
further consent to the reference to our Firm under the captions "Financial 
Highlights" and "Other Information" in the Prospectus and "Independent 
Accountants" in the Statement of Additional Information.

                                             /s/ Coopers & Lybrand L.L.P.
                                             COOPERS & LYBRAND L.L.P.


Boston, Massachusetts
June 1, 1998

<PAGE> 

                                                                EXHIBIT 14(a)

                                                         [AIM LOGO APPEARS HERE]

IRA APPLICATION 
To open your AIM IRA account.

Complete Sections 1-11. 
Return completed application and check to: A I M Fund Services, Inc., P.O. Box
4739, Houston, TX 77210-4739. Phone: 800-959-4246.

Make check payable to INVESCO Trust Company.

Please Note: To establish an IRA for your spouse, please copy and submit a
separate application.
               Minors cannot open an AIM IRA account.

- --------------------------------------------------------------------------------
1.  INVESTOR INFORMATION (Please print or type.)

    Name
         -----------------------------------------------------------------------
               First Name             Middle                   Last Name
    Address
            --------------------------------------------------------------------
                                      Street

    ----------------------------------------------------------------------------
             City                State                            Zip Code

    Social Security Number                        Birth Date    /   /
                           ----------------------          -------------------
                         (Required to Open Account)        Month   Day    Year

    Home Telephone (   )                  Work Telephone (   )
                    --- -----------------                 --- -----------------
- --------------------------------------------------------------------------------
2.  DEALER INFORMATION (To be completed by securities dealer.)

    Name of Broker/Dealer Firm
                               -------------------------------------------------
    Main Office Address
                        --------------------------------------------------------
    Representative Name and Number
                                   ---------------------------------------------
    Authorized Signature of Dealer
                                   ---------------------------------------------
    Branch Address
                   -------------------------------------------------------------
    Branch Telephone
                     -----------------------------------------------------------
            [ ] Investor is authorized for NAV purchase. (If authorized for NAV
                purchase, other than the Broker, please attach NAV Certification
                Form.)
- --------------------------------------------------------------------------------
3.  ACCOUNT TYPE (Choose one only.)

     [ ] IRA      [ ] Rollover IRA      [ ] SEP IRA*    [ ]  SARSEP IRA* (No new
                                                              SARSEP plans after
                                                              12/31/96)
    *Employer (for SEP & SARSEP plans only)
                                           -------------------------------------
- --------------------------------------------------------------------------------
4.  CONTRIBUTION (Indicate type of contribution.) 

     [ ] REGULAR - Contribution for tax year 19___.
     [ ] ROLLOVER - Represents a rollover from an employer's pension, profit
         sharing or 401(k) plan, another IRA or a 403(b) custodial account or
         annuity. Please complete a Direct Rollover Form, unless coming from 
         another IRA. 
     [ ] TRANSFER - Transfer from another IRA account. Please complete an IRA
         Asset-Transfer Form.
     [ ] SEP - Employer sponsored. Complete separate application for each
         employee.
     [ ] SARSEP - Employee salary-reduction SEP. Complete separate application
         for each employee. (No new SARSEP plans after 12/31/96.)



13
<PAGE> 

- --------------------------------------------------------------------------------
5.   FUND INVESTMENT

     Indicate Fund(s) and contribution amount(s).

     MAKE CHECK PAYABLE TO INVESCO TRUST COMPANY. Minimum purchase to open an 
     IRA is $250.
<TABLE>
<CAPTION>
                Fund                              $ or % of Assets           Class of Shares (Check one)
<S>                                         <C>                             <C>
   [ ]AIM Advisor Flex Fund                 $                              [ ]Class A                 [ ]Class C
                                              ------------------------
   [ ]AIM Advisor International Value Fund  $                              [ ]Class A                 [ ]Class C
                                              ------------------------
   [ ]AIM Advisor Large Cap Value Fund      $                              [ ]Class A                 [ ]Class C
                                              ------------------------
   [ ]AIM Advisor MultiFlex Fund            $                              [ ]Class A                 [ ]Class C
                                              ------------------------
   [ ]AIM Advisor Real Estate Fund          $                              [ ]Class A                 [ ]Class C
                                              ------------------------
   [ ]AIM Balanced Fund                     $                              [ ]Class A   [ ]Class B    [ ]Class C
                                              ------------------------
   [ ]AIM Blue Chip Fund                    $                              [ ]Class A   [ ]Class B    [ ]Class C
                                              ------------------------
   [ ]AIM Capital Development Fund          $                              [ ]Class A   [ ]Class B    [ ]Class C
                                              ------------------------
   [ ]AIM Cash Reserve Shares               $                                                         [ ]Class C
                                              ------------------------
   [ ]AIM Charter Fund                      $                              [ ]Class A   [ ]Class B    [ ]Class C
                                              ------------------------
   [ ]AIM Constellation Fund                $                              [ ]Class A                 [ ]Class C
                                              ------------------------
   [ ]AIM Global Aggressive Growth Fund     $                              [ ]Class A   [ ]Class B    [ ]Class C
                                              ------------------------
   [ ]AIM Global Growth Fund                $                              [ ]Class A   [ ]Class B    [ ]Class C
                                              ------------------------
   [ ]AIM Global Income Fund                $                              [ ]Class A   [ ]Class B    [ ]Class C
                                              ------------------------
   [ ]AIM Global Utilities Fund             $                              [ ]Class A   [ ]Class B    [ ]Class C
                                              ------------------------
   [ ]AIM Intermediate Government Fund      $                              [ ]Class A   [ ]Class B    [ ]Class C
                                              ------------------------
   [ ]AIM Growth Fund                       $                              [ ]Class A   [ ]Class B    [ ]Class C
                                              ------------------------
   [ ]AIM High Yield Fund                   $                              [ ]Class A   [ ]Class B    [ ]Class C
                                              ------------------------
   [ ]AIM Income Fund                       $                              [ ]Class A   [ ]Class B    [ ]Class C
                                              ------------------------
   [ ]AIM International Equity Fund         $                              [ ]Class A   [ ]Class B    [ ]Class C
                                              ------------------------
   [ ]AIM Limited Maturity Treasury Shares  $                              [ ]Class A
                                              ------------------------
   [ ]AIM Money Market Fund                 $                              [ ]Class A   [ ]Class B
                                              ------------------------
   [ ]AIM Value Fund                        $                              [ ]Class A   [ ]Class B    [ ]Class C
                                              ------------------------
   [ ]AIM Weingarten Fund                   $                              [ ]Class A   [ ]Class B    [ ]Class C
                                              ------------------------
                                   Total    $ 
                                              ------------------------
</TABLE>

    If no class of shares is selected, Class A shares will be purchased, except
    in the case of AIM Money Market Fund, AIM Cash Reserve Shares will be
    purchased. If you are funding your retirement account through a transfer,
    please indicate the contribution amounts both in this section and in Section
    3 of the Asset-Transfer Form.
- --------------------------------------------------------------------------------
6.  ACCOUNT OPTIONS

    Please indicate options you desire:

    TELEPHONE EXCHANGE PRIVILEGE
    Unless indicated below, I authorize the Transfer Agent to accept
    instructions from any person to exchange shares in my account(s) by
    telephone in accordance with the procedures and conditions set forth in the
    Fund's current prospectus. 
 
    [  ] I DO NOT want the Telephone Exchange Privilege. 

    DOLLAR-COST AVERAGING PLAN (Must be under the same registration and class of
    shares.) 

    I have at least $5,000 in shares in my __________________________ Fund, for
    which no certificates have been issued, and I would like to exchange: 

    $                 into the             Fund, Account #                 
     ----------------         ------------                -----------------
      ($50 minimum) 
    $                 into the             Fund, Account #                 
     ----------------         ------------                -----------------
      ($50 minimum) 
    $                 into the             Fund, Account #                 
     ----------------         ------------                -----------------
      ($50 minimum) 

    on a [ ] monthly   [ ] quarterly basis starting in the month of_____________
    on the [ ] 10th or [ ] 25th of the month.



14
<PAGE> 
     DIVIDENDS AND CAPITAL GAINS (For clients over 59 1/2) 

     All distributions are subject to income tax.
     [ ] Reinvest dividends and capital gains (Automatic for clients under 
         59 1/2.) 
     [ ] Mail dividends and capital gains to home address 
     [ ] Mail dividends to my bank
     Name of Bank
                 ---------------------------------------------------------------
     Address                                      Account #
            --------------------------------------         ---------------------
- --------------------------------------------------------------------------------
7.   WITHHOLDING ELECTION

     Distributions from your IRA will be subject to an automatic federal income
     tax withholding of 10%, unless otherwise noted below:
     [ ] I do not want any federal income tax withheld from my distribution.
     [ ] Withhold federal income tax at a rate of _________% (NOTE: The 
         percentage indicated must be a whole percentage and higher than 10%).
- --------------------------------------------------------------------------------
8.   REDUCED SALES CHARGE (optional)

     RIGHT OF ACCUMULATION (This option is for Class A shares only.)
     I apply for Right of Accumulation reduced sales charges based on the
     following accounts in The AIM Family of Funds--Registered Trademark--:
     Fund(s)                              Account No(s).
            ------------------------------              ------------------------
            ------------------------------              ------------------------
            ------------------------------              ------------------------

LETTER OF INTENT 
I agree to the Letter of Intent provisions in the Application Instructions. I
plan to invest during a 13-month period a dollar amount of at least: [ ]$25,000 
[ ]$50,000  [ ]$100,000 [ ]$250,000  [ ]$500,000  [ ]$1,000,000
- --------------------------------------------------------------------------------
9.   BENEFICIARY INFORMATION

     I hereby designate the following beneficiary(ies) to receive the balance in
     my IRA custodial account upon my death. To be effective, the designation of
     beneficiary and any subsequent change in designation of beneficiary must be
     filed with the Custodian prior to my death. The balance of my account shall
     be distributed in equal amounts to the beneficiary(ies) who survives me. If
     no beneficiary is designated or no designated beneficiary or contingent
     beneficiary survives me, the balance in my IRA will be distributed to the
     legal representatives of my estate. This designation revokes any prior
     designations. I retain the right to revoke this designation at any time. I
     hereby certify that there is no legal impediment to the designation of this
     beneficiary.

     PRIMARY BENEFICIARY(IES)

     Name                                     % Relationship
         -------------------------------------              --------------------
     Address
            --------------------------------------------------------------------
                   Street                   City       State            Zip Code

     Beneficiary's Social Security Number              Birth Date    /    /
                                         --------------           --   --   --
                                                                Month  Day  Year

     Name                                     % Relationship
         ------------------------------ ------              --------------------

     Address
            --------------------------------------------------------------------
                   Street                   City       State            Zip Code

     Beneficiary's Social Security Number              Birth Date    /    /
                                         --------------           --   --   --
                                                                Month  Day  Year



15
<PAGE> 
     CONTINGENT BENEFICIARIES

     In the event that I die and no primary beneficiary listed above is alive,
     distribute all Fund accounts in my IRA to the following contingent
     beneficiary(ies) who survives me, in equal amounts unless otherwise
     indicated.

     Name                                     % Relationship
         ------------------------------ ------              --------------------

     Address
            --------------------------------------------------------------------
                   Street                   City       State            Zip Code

     Beneficiary's Social Security Number              Birth Date    /    /
                                         --------------           --   --   ----
                                                                Month  Day  Year

     Name                                     % Relationship
         ------------------------------ ------              --------------------

     Address
            --------------------------------------------------------------------
                   Street                   City       State            Zip Code

     Beneficiary's Social Security Number              Birth Date    /    /
                                         --------------           --   --   ----
                                                                Month  Day  Year
- --------------------------------------------------------------------------------
10.  AUTHORIZATION AND SIGNATURE

     I hereby establish the A I M Distributors, Inc. Individual Retirement
     Account (IRA) appointing INVESCO Trust Company as Custodian. I have
     received and read the current prospectus of the investment company(ies)
     selected in this agreement and have read and understand the IRA custodial
     agreement and disclosure statement and consent to the custodial account
     fees as specified. I understand that a $10 annual AIM Fund IRA Maintenance
     Fee will be deducted in early December from my AIM IRA.

          WITHHOLDING INFORMATION (SUBSTITUTE FORM W-9)

          Under the Interest and Dividend Tax Compliance Act of 1983, the Fund
          is required to have the following certification: Under the penalties
          of perjury I certify by signing this Application as provided below
          that:
          1. The number shown in Section 1 of this Application is my correct
          Social Security (or Tax Identification) Number, and
          2. I am not subject to backup withholding either because (a) I have
          not been notified by the Internal Revenue Service (the "IRS") that I
          am subject to backup withholding as a result of a failure to report
          all interest or dividends or (b) the IRS has notified me that I am no
          longer subject to backup withholding. (This paragraph (2) does not
          apply to real estate transactions, mortgage interest paid, the
          acquisition or abandonment of secured property, contributions to an
          individual retirement arrangement and payments other than interest and
          dividends.)

          You must cross out paragraph (2) above if you have been notified by
          the IRS that you are currently subject to backup withholding because
          of underreporting interest or dividends on your tax return.

          In addition, the Fund hereby incorporates by reference into this
          section of the Application either the IRS instructions for Form W-9 or
          the substance of those instructions whichever is attached to this
          Application.

     SIGNATURE PROVISIONS

     I, the undersigned Depositor, have read and understand the foregoing
     Application and the attached material included herein by reference. In
     addition, I certify that the information which I have provided and the
     information which is included within the Application and the attached
     material included herein by reference is accurate including but not limited
     to the representations contained in the Withholding Information section of
     this Application above. (The Internal Revenue Service does not require your
     consent to any provision of this document other than the certifications to
     avoid backup withholding.)

     Dated     /    /   
           ---  ---  ---
     Signature of IRA Shareholder
                                 -----------------------------------------------


16
<PAGE> 



- --------------------------------------------------------------------------------
11.  MAILING INSTRUCTIONS

     Make check payable to INVESCO Trust Company.
     Return Application to:

          REGULAR MAIL                 OR          OVERNIGHT DELIVERIES ONLY    
                                                                                
          AIM Fund Services, Inc.                  AIM Fund Services, Inc.      
          P.O. Box 4739                            11 Greenway Plaza, Suite 763 
          Houston, TX 77210-4739                   Houston, TX  77046           
                                                                                

- --------------------------------------------------------------------------------
12. SERVICE ASSISTANCE

    Our knowledgeable Client Service Representatives are available to assist you
    between 7:30 a.m. and 6:00 p.m. Central time at 800-959-4246.




          

17  [AIM LOGO APPEARS HERE]
<PAGE> 
INSTRUCTIONS FOR IRA ASSET-TRANSFER FORM


                The IRA Asset-Transfer Form is used to transfer assets from an
                existing IRA to an AIM Prototype IRA.

                NOTE: It is not necessary to complete this form if the check
                representing the transfer of assets has been attached to the
                application.

            1.  Complete Sections 1 through 6 of the IRA Asset Transfer Form (on
                pages 19 through 20 of this booklet).

            2.  Be sure that you have included your bank account or mutual fund
                account number in Section 2 of the form, as well as the complete
                mailing address for your existing custodian. You should contact
                your existing custodian to verify that firm's proper mailing
                address.

            3.  Be sure that your AIM account number is in Section 3 of the
                form. If you do not have an AIM IRA, please complete the IRA
                Application included on pages 13 through 16 of this booklet.

                NOTE: If you currently hold AIM shares through a brokerage firm,
                check with your investment representative to determine if you
                should establish your IRA with the brokerage firm or directly
                with AIM. If you decide to establish your IRA directly with AIM,
                you must complete the AIM IRA Application.

            4.  Contact your existing custodian to determine whether a signature
                guarantee is required in Section 5 of the IRA Asset Transfer
                Form. Signature guarantees can be obtained at your bank or
                brokerage firm.

            5.  You may wish to attach a current account statement for your
                existing IRA to the IRA Asset Transfer Form.

            6.  Please mail any insurance or annuity policies and contracts
                directly to the company which issued them. Do not attach them to
                the IRA Application or IRA Asset Transfer Form.

            7.  Please mail the completed IRA Asset Transfer Form, along with
                the completed IRA Application (if establishing a new AIM IRA)
                to:

                      REGULAR MAIL      OR       OVERNIGHT DELIVERIES ONLY    
                                                                     
                   AIM Fund Services, Inc.       AIM Fund Services, Inc.      
                   P.O. Box 4739                 11 Greenway Plaza, Suite 763 
                   Houston, TX 77210-4739        Houston, TX  77046           

                NOTE: If your existing account is a qualified plan, such as a
                profit sharing, 401(k) or 403(b) plan, please complete the
                Direct Rollover Form on page 23. Refer to the Instructions for
                Direct Rollover Form to complete that form.



18

<PAGE> 
                                                         [AIM LOGO APPEARS HERE]


IRA ASSET-TRANSFER FORM

Use this form only when transferring assets from an existing IRA to an AIM IRA.

Note: Use this form ONLY if you want AIM to request the money directly from 
another custodian. Complete Sections 1-5.
If you do not already have an AIM IRA, you must also submit an AIM IRA 
Application. AIM will arrange the transfer for you.

- --------------------------------------------------------------------------------
1.  INVESTOR INFORMATION (PLEASE PRINT OR TYPE.)

    Name
         -----------------------------------------------------------------------
                       First Name             Middle                   Last Name
    Address
            --------------------------------------------------------------------
                                              Street

    ----------------------------------------------------------------------------
                   City                State                            Zip Code

    Social Security Number                      Birth Date     /       /
                          ----------------------           --     --      --
                                                          Month   Day    Year

    Home Telephone (   )                  Work Telephone (   )
                    --- -----------------                 --- -----------------

- --------------------------------------------------------------------------------
2.  CURRENT TRUSTEE/CUSTODIAN

    Name of Resigning Trustee
                              --------------------------------------------------
    Account Number of Resigning Trustee
                                        ----------------------------------------
    Address of Resigning Trustee
                                 -----------------------------------------------
                                     Street

    ----------------------------------------------------------------------------
              City                    State                      Zip Code

    Attention                                  Telephone
             ----------------------------------         -----------------------

- --------------------------------------------------------------------------------
3.  IRA ACCOUNT INFORMATION

    Please deposit proceeds in my [ ]New* [ ]Existing 
                                  Existing AIM Account Number
                                                              ------------------
                                  [ ]IRA Account  [ ]Rollover IRA Account 
                                  [ ]SEP IRA Account  [ ]SARSEP IRA Account

     INVESTMENT ALLOCATION:
     Fund Name                           Class                     %
              ---------------------------     --------------------- ------------
     Fund Name                           Class                     %
              ---------------------------     --------------------- ------------
     Fund Name                           Class                     %
              ---------------------------     --------------------- ------------

     *If this is a new AIM IRA account, you must attach a completed AIM IRA
     Application. If no class of shares is selected, Class A shares will be
     purchased, except in the case of AIM Money Market Fund, where AIM Cash
     Reserve Shares will be purchased.
- --------------------------------------------------------------------------------
4.   TRANSFER INSTRUCTIONS TO RESIGNING TRUSTEE OR CUSTODIAN

     OPTION 1: Please liquidate from the account(s) listed in Section 2 and
     issue a check to my IRA with INVESCO Trust Company.
     Amount to liquidate:  [ ] All    [ ] Partial amount of $_______________
     When to liquidate:  [ ] Immediately    [ ] At maturity  ____  /___  /___

     OPTION 2: (If the account listed in Section 2 contains shares of an AIM
     Fund, you may choose to transfer them "in kind.") Please deposit "in kind"
     the shares of the AIM Fund held in my account to INVESCO Trust Company.
     NOTE: ONLY AIM FAMILY OF FUND SHARES MAY BE TRANSFERRED IN KIND. TO 
     TRANSFER ALL OTHER ASSETS, THEY MUST BE LIQUIDATED.

     Amount to transfer "in kind" immediately:[ ]all [ ] partial amount of 
     shares_____________



19
<PAGE> 
- --------------------------------------------------------------------------------
5.   AUTHORIZATION AND SIGNATURE

     I have established an Individual Retirement Account with the AIM Funds and
     have appointed INVESCO Trust Company as the successor Custodian. Please
     accept this as your authorization and instruction to liquidate or transfer
     in kind the assets noted above, which your company holds for me.

     Your Signature                                    Date       /      /     
                   ----------------------------------       -----  -----  -----
     Note: Your resigning trustee or custodian may require your signature to be 
     guaranteed. Call that institution for requirements.

     Name of Bank or Brokerage Firm
                                   ---------------------------------------------
     Signature Guaranteed by 
                             ---------------------------------------------------
                                             (Name and title)

- --------------------------------------------------------------------------------
6.   DISTRIBUTION ELECTION INFORMATION SECTION 6 OF FORM TO BE COMPLETED BY
     PRIOR CUSTODIAN

     If this participant is age 70 1/2 or older this year, the resigning
     Trustee/Custodian must complete this section. Election made by the
     participant as of the required beginning date: 
     1. Method of calculation [ ] declining years [ ] recalculation 
        [ ] annuitization  [ ] amortization 
     2. Life expectancy [ ] single life payout [ ] joint life expectancy 
        factor-Joint birth date and relationship________________ 
     3. The amount withheld from this rollover to satisfy this year's required 
        distribution $____________________ 
     The life-expectancy ages used to calculate this required payment 
     was _________________________________________

     Signature of Current Custodian/Trustee 
                                            ------------------------------------

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

REMAINDER OF FORM TO BE COMPLETED BY AIM

7.   CUSTODIAN ACCEPTANCE

     This is to advise you that INVESCO Trust Company, as custodian, will accept
     the account identified above for:

     Depositor's Name                       Account Number                      
                      --------------------                 ---------------------
     This transfer of assets is to be executed from fiduciary to fiduciary and
     will not place the participant in actual receipt of all or any of the plan
     assets. No federal income tax is to be withheld from this transfer of
     assets.

     Authorized Signature                          Mailing Date      /     /
                         ------------------------               ----  ----  ----
                         (INVESCO Trust Company)

- --------------------------------------------------------------------------------
8.   INSTRUCTIONS TO RESIGNING TRUSTEE OR CUSTODIAN 

     Please attach a copy of this form to the check and return to:
     
     INVESCO Trust Company, c/o A I M Fund Services, Inc., P.O. Box 4739,
     Houston, TX 77210-4739.

     Make check payable to INVESCO Trust Company.

     Indicate the AIM account number and the social security number of the IRA
     holder on all documents.


          

20   [AIM LOGO APPEARS HERE]


<PAGE> 
                                                         [AIM LOGO APPEARS HERE]


DIRECT ROLLOVER FORM
To directly roll over distributions from your employer's qualified plan to your
AIM IRA.

Note: Use this form ONLY if you want AIM to request the money directly from
another custodian. Effective January 1, 1993, the Unemployment Compensation
Amendments of 1992 require that certain distributions from 403(b) accounts and
employer qualified plans (Keogh, money purchase pension, profit sharing and
401(k) plans) are subject to 20% withholding tax, unless the distribution is
"directly rolled over" to a new employer's qualified plan, a 403(b) account or
an IRA. Your employer will inform you what portion of your distribution is
eligible for rollover.
   Please use this form to request a "direct rollover" to your AIM IRA. If you
currently do not have an IRA, you must also submit an AIM IRA Application with
this request. You may also use your former employer's direct rollover form.

   PLEASE CONTACT YOUR EMPLOYER TO DETERMINE IF ADDITIONAL FORMS ARE REQUIRED.

- --------------------------------------------------------------------------------
1  PLAN TYPE Indicate type of retirement plan to be rolled over. [ ] 403(b) Plan
   [ ] Employer's Qualified Retirement Plan

- --------------------------------------------------------------------------------
2  INVESTOR INFORMATION  (Please print or type.)

   Name
       -------------------------------------------------------------------------
            First Name               Middle                    Last Name

   Address
          ----------------------------------------------------------------------
              Street           City               State              Zip Code

   Social Security Number                     Birth Date        /       /       
                         --------------------            ----    ----    ----
   Day Phone (    )                                      Month    Day     Year
              ---- ------------
                                                                 
- --------------------------------------------------------------------------------
3  CURRENT PLAN CUSTODIAN OR FORMER EMPLOYER INFORMATION

   Name of Resigning Custodian or Former Employer
                                                  ------------------------------

   Former Employer Plan Name or Fund                     Account Number
                                    -------------------                 --------

   Address of Releasing Institution
                                    --------------------------------------------

   City                               State                  Zip Code
       -----------------------              -------------              ---------

   Attention                                     Telephone
            ------------------------------                 ---------------------

- --------------------------------------------------------------------------------
4  ROLLOVER INSTRUCTIONS TO RESIGNING TRUSTEE OR CUSTODIAN

   OPTION 1: Please liquidate from the account(s) listed in Section 3 and
   issue a check to my IRA with INVESCO Trust Company.
   Amount to liquidate:  [ ] All    [ ] Partial amount of $_______________
   When to liquidate:    [ ] Immediately   [ ] At maturity_____  /_____  /_____

   OPTION 2: (If the account listed in Section 2 contains shares of an AIM Fund,
   you may choose to roll them over "in kind.") 

   NOTE: ONLY AIM FAMILY OF FUND SHARES MAY BE ROLLED OVER IN KIND. 

   Amount to roll over "in kind" immediately: [ ] all 
   [ ] partial amount of shares_____________

- --------------------------------------------------------------------------------
5  IRA ACCOUNT INFORMATION

   Please deposit proceeds in my    [ ] New*        [ ] Existing        
                                    Existing AIM Account Number
                                                                ----------------
                                    [ ] IRA Account [ ] Rollover IRA Account
   INVESTMENT ALLOCATION:

   Fund Name                          Class                          %
             ----------------------        -------------------------   ---------
   Fund Name                          Class                          %
             ----------------------        -------------------------   ---------
   Fund Name                          Class                          %
             ---------------------         -------------------------   ---------
   *If this is a new AIM IRA account, you must attach a completed AIM IRA 
   application. If no class of shares is selected, Class A shares will be 
   purchased, except in the case of AIM Money Market Fund, where AIM Cash 
   Reserve Shares will be purchased.

23
<PAGE> 
- --------------------------------------------------------------------------------
6    AUTHORIZATION AND SIGNATURE

     I have established an Individual Retirement Account with the AIM Funds and
     have appointed INVESCO Trust Company as the successor Custodian. Please
     accept this as your authorization and instruction to liquidate or transfer
     in kind the assets noted above, which your company holds for me.

     Your Signature                                    Date     /    /
                   --------------------------------         ---- ---- ----
     Note: Your resigning trustee or custodian may require your signature to be 
     guaranteed. Call that institution for requirements.

     Name of Bank or Brokerage Firm
                                   ---------------------------------------------
     Signature Guaranteed by 
                             ---------------------------------------------------
                                               (Name and title)

     NOTE: SOME CUSTODIANS OF RETIREMENT PLANS REQUIRE THE COMPLETION OF THEIR 
     OWN FORM BEFORE SENDING A CHECK TO AIM.

     [ ] Yes, I have   [ ] No, I have not filed the necessary completed forms 
     with the current custodian.

- --------------------------------------------------------------------------------
7    DISTRIBUTION ELECTION INFORMATION SECTION 7 OF FORM TO BE COMPLETED BY
     PRIOR CUSTODIAN

     If this participant is age 70 1/2 or older this year, the resigning
     Trustee/Custodian must complete this section. Election made by the
     participant as of the required beginning date: 
     1. Method of calculation [ ] declining years [ ] recalculation 
        [ ] annuitization  [ ] amortization 
     2. Life expectancy [ ] single life payout 
        [ ] joint life expectancy factor-Joint birth date and relationship______
     3. The amount withheld from this rollover to satisfy this year's required 
        distribution $____________________ 
    The life-expectancy ages used to calculate this required payment was _______

    Signature of Current Custodian/Trustee
                                           -------------------------------------
- --------------------------------------------------------------------------------

REMAINDER OF FORM TO BE COMPLETED BY AIM

8   CUSTODIAN ACCEPTANCE

    This is to advise you that INVESCO Trust Company, as custodian, will accept
    the account identified above for:

    Depositor's Name                        Account Number
                     ---------------------                ----------------------
    This direct rollover is to be executed from fiduciary to fiduciary and will
    not place the participant in actual receipt of all or any of the plan
    assets.
    No federal income tax is to be withheld from this direct rollover.

    Authorized Signature                             Mailing Date     /    /
                        -------------------------                 ---- ---- ----
                         (INVESCO Trust Company)

- --------------------------------------------------------------------------------
9   INSTRUCTIONS TO RESIGNING TRUSTEE OR CUSTODIAN 

    Please attach a copy of this form to the check and return to:
    INVESCO Trust Company, c/o A I M Fund Services, Inc., P.O. Box 4739,
    Houston, TX 77210-4739.

    Make check payable to INVESCO Trust Company.

    Indicate the AIM account number and the social security number of the IRA
    holder on all documents.


24  [AIM LOGO APPEARS HERE]
<PAGE> 
                                                         [AIM LOGO APPEARS HERE]

AUTOMATIC BANK DRAFT
To establish regular, monthly purchases of Fund shares.

The Automatic Bank Draft is a service available to shareholders of The AIM
Family of Funds--Registered Trademark--, making possible regular, monthly
purchases of Funds to allow dollar-cost averaging. Each month, A I M Fund
Services,Inc. will arrange for an amount of money selected by you ($50 minimum
per Fund) to be deducted from your checking account and used to purchase shares
of a specified AIM Fund. You will receive confirmations from A I M Fund
Services, Inc., and your bank statement will reflect the amount of the draft.

- --------------------------------------------------------------------------------
1  DRAFT AMOUNT

   I authorize you to withdraw a total of $ __________________ ($50 minimum
   per Fund) from my checking account at the bank shown below, beginning in
   __________________________________ and invest this amount in shares of the
   AIM Fund listed below. You have the option of selecting the 10th, 25th or
   both dates each month for the automatic bank draft. Please refer to Section
   2 for this selection. ALL DRAFTS WILL BE CONSIDERED CURRENT-YEAR IRA
   CONTRIBUTIONS. 
   I agree that if the check is not honored by my bank upon presentation, AIM 
   Fund Services, Inc. may discontinue this service. I also authorize AIM Fund 
   Services, Inc. to liquidate sufficient shares of the Fund to make up any 
   deficiency resulting from a dishonored check. I understand that this program 
   may be discontinued at any time by the Fund or by myself by written notice to
   AIM Fund Services, Inc. received no later than ten business days prior to the
   above designated investment date.

- --------------------------------------------------------------------------------
2  FUND ACCOUNT INFORMATION (Please enter information exactly as your account is
   registered.)

   Name(s)                                   AIM Account #
          ---------------------------------              -----------------------

          ---------------------------------
   Fund                      $        
       ---------------------  --------------------------------------------------
                              $50 Minimum per draft. Draft date: [ ]10th [ ]25th
   Fund                      $        
       ---------------------  --------------------------------------------------
                              $50 Minimum per draft. Draft date: [ ]10th [ ]25th
   Fund                      $        
       ---------------------  --------------------------------------------------
                              $50 Minimum per draft. Draft date: [ ]10th [ ]25th
   Fund                      $        
       ---------------------  --------------------------------------------------
                              $50 Minimum per draft. Draft date: [ ]10th [ ]25th
   Fund                      $        
       ---------------------  --------------------------------------------------
                              $50 Minimum per draft. Draft date: [ ]10th [ ]25th

                                       *Total   $
                                                --------------------------------
   Signature                            Signature 
             --------------------------           ------------------------------
         (All registered owners must sign.)   (All registered owners must sign.)
   *Please note that each draft (per Fund account) will be treated as a
    separate item by your bank.

- --------------------------------------------------------------------------------
3  BANK AUTHORIZATION

   Name of Bank
               -----------------------------------------------------------------
   Address of Bank
                  --------------------------------------------------------------
   Bank Account #                       ABA Routing #
                 ----------------------              ---------------------------
   Please honor checks on my account by The Shareholders Services Group, Inc. 
   (TSSG), a wholly-owned subsidiary of First Data Corporation.  Your authority 
   to do so shall continue until you receive further notice from me revoking 
   this authority. You may terminate your participation in this arrangement by 
   written notice either to TSSG or me. I agree that your rights with respect to
   each check shall be the same as if it were drawn by me. I further agree that 
   should any check be dishonored, with or without cause, intentionally or 
   inadvertently, you shall be under no liability whatsoever.


   -------------------------------   -------------------------------------------
   Depositor's Name (please print)   Signature (exactly as appearing on bank 
                                                        records)

   -------------------------------   -------------------------------------------
   Depositor's Name (please print)   Signature (exactly as appearing on bank 
                                                        records)


25

<PAGE> 


- --------------------------------------------------------------------------------
4   VOIDED CHECK 

    ATTACH YOUR VOIDED CHECK HERE. 
    AIM Fund Services, Inc.
    P.O. Box 4739
    Houston, Texas 77210-4739
    Phone: 800-959-4246


                             [Voided Check Graphic]



          


26  [AIM LOGO APPEARS HERE]

<PAGE> 

                                                         [AIM LOGO APPEARS HERE]

Form 5305-A (Rev. October 1992) Department of the Treasury Internal Revenue 
Service
INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT
(under Section 408(a) of the Internal Revenue Code)

Please fill out and retain with your tax records. Do NOT file with Internal
Revenue Service or AIM.

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

Name of depositor
                 ---------------------------------------------------------------

Date of birth of depositor       /      /      Social Security Number 
                           -----  -----  -----                       -----------
                           Month   Day   Year

Address of depositor                                      [ ] Check if Amendment
                    -------------------------------------
Name of Custodian   INVESCO Trust Company
Address or principal place of business of custodian   The State of Colorado
The Depositor whose name appears above is establishing an individual retirement 
account under section 408(a) to provide for his or her retirement and for the 
support of his or her beneficiaries after death.
The Custodian named above has given the Depositor the disclosure statement 
required under Regulations section 1.408-6.
The Depositor assigned the custodial account ________ dollars ($______) in cash.
The Depositor and the Custodian make the following agreement:
- --------------------------------------------------------------------------------

A I M DISTRIBUTORS, INC. CUSTODIAN AGREEMENT

ARTICLE I

   The Custodian may accept additional cash contributions on behalf of the
Depositor for a tax year of the Depositor. The total cash contributions are
limited to $2,000 for the tax year unless the contribution is a rollover
contribution described in section 402(c) (but only after December 31, 1992),
403(a)(4), 403(b)(8), 408(d)(3), or an employer contribution to a simplified
employee pension plan as described in section 408(k). Rollover contributions
before January 1, 1993, include rollovers described in section 402(a)(5),
402(a)(6), 402(a)(7), 403(a)(4), 403(b)(8), 408(d)(3), or an employer
contribution to a simplified employee pension plan as described in section
408(k).

ARTICLE II

   The Depositor's interest in the balance in the custodial account is
nonforfeitable.

ARTICLE III

   1. NO PART OF THE CUSTODIAL FUNDS may be invested in life insurance
contracts, nor may the assets of the custodial account be commingled with other
property except in a common trust fund or common investment fund (within the
meaning of section 408(a)(5)).
   2. NO PART OF THE CUSTODIAL FUNDS may be invested in collectibles (within the
meaning of section 408(m)) except as otherwise permitted by section 408(m)(3)
which provides an exception for certain gold and silver coins and coins issued
under the laws of any state.

ARTICLE IV

   1. NOTWITHSTANDING ANY PROVISION of this agreement to the contrary, the
distribution of the Depositor's interest in the custodial account shall be made
in accordance with the following requirements and shall otherwise comply with
section 408(a)(6) and Proposed Regulations section 1.408-8, including the
incidental death benefit provisions of Proposed Regulations section
1.401(a)(9)-2, the provisions of which are incorporated by reference.
   2. UNLESS OTHERWISE ELECTED by the time distributions are required to begin
to the Depositor under paragraph 3, or to the surviving spouse under paragraph
4, other than in the case of a life annuity, life expectancies shall be
recalculated annually. Such election shall be irrevocable as to the Depositor
and the surviving spouse and shall apply to all subsequent years. The life
expectancy of a nonspouse beneficiary may not be recalculated.
   3. THE DEPOSITOR'S ENTIRE INTEREST in the custodial account must be, or begin
to be, distributed by the Depositor's required beginning date (April 1 following
the calendar year end in which the Depositor reaches age 70 1/2. By that date,
the Depositor may elect, in a manner acceptable to the Custodian, to have the
balance in the custodial account distributed in:
     (a) A single-sum payment.
     (b) An annuity contract that provides equal or substantially equal monthly,
quarterly, or annual payments over the life of the Depositor.
     (c) An annuity contract that provides equal or substantially equal monthly,
quarterly, or annual payments over the joint and last survivor lives of the
Depositor and his or her designated beneficiary.
     (d) Equal or substantially equal annual payments over a specified period
that may not be longer than the Depositor's life expectancy.
     (e) Equal or substantially equal annual payments over a specified period
that may not be longer than the joint life and last survivor expectancy of the
Depositor and his or her designated beneficiary.
   4. IF THE DEPOSITOR DIES before his or her entire interest is distributed to
him or her, the entire remaining interest will be distributed as follows:
     (a) If the Depositor dies on or after distribution of his or her interest
has begun, distribution must continue to be made in accordance with paragraph 3.
     (b) If the Depositor dies before distribution of his or her interest has
begun, the entire remaining interest will, at the election of the Depositor or,
if the Depositor has not so elected, at the election of the beneficiary or
beneficiaries, either
       (i) Be distributed by the December 31 of the year containing the fifth
anniversary of the Depositor's death, or
       (ii) Be distributed in equal or substantially equal payments over the
life expectancy of the designated beneficiary or beneficiaries starting by
December 31 of the year following the year of the Depositor's death. If,
however, the beneficiary is the Depositor's surviving spouse, then this
distribution is not required to begin before December 31 of the year in which
the Depositor would have turned age 70 1/2.
     (c) Except where distribution in the form of an annuity meeting the
requirements of section 408(b)(3) and its related regulations has irrevocably
commenced distributions are treated as having begun on the Depositor's required
beginning date, even though payments may actually have been made before that
date.
     (d) If the Depositor dies before his or her entire interest has been
distributed and if the beneficiary is other than the surviving spouse, no
additional cash contributions or rollover contributions may be accepted in the
account.
   5. IN THE CASE OF DISTRIBUTION over life expectancy in equal or substantially
equal annual payments, to determine the minimum annual payment for each year,
divide the Depositor's entire interest in the Custodial account as of the close
of business on December 31 of the preceding year by the life expectancy of the
Depositor (or the joint life and last survivor expectancy of the Depositor and
the Depositor's designated beneficiary, or the life expectancy of the designated
beneficiary, whichever applies). In the case of distributions under paragraph 3,
determine the initial life expectancy (or joint life and last survivor
expectancy) using the attained ages of the Depositor and designated beneficiary
as of their birthdays in the year the Depositor reaches age 70 1/2. In the case
of distribution in accordance with paragraph 4(b)(ii), determine life expectancy
using the attained age of the designated beneficiary as of the beneficiary's
birthday in the year distributions are required to commence.





27

<PAGE> 
   6. THE OWNER OF TWO OR MORE INDIVIDUAL RETIREMENT ACCOUNTS may use the
"alternative method" described in Notice 88-38, 1988-1 C.B. 524 to satisfy the
minimum distribution requirements described above. This method permits an
individual to satisfy these requirements by taking from one individual
retirement account the amount required to satisfy the requirement for another.

ARTICLE V

   1. THE DEPOSITOR AGREES to provide the Custodian with information necessary
for the Custodian to prepare any reports required under section 408(i) and
Regulations sections 1.408-5 and 1.408.6.
   2. THE CUSTODIAN AGREES to submit reports to the Internal Revenue Service and
the Depositor prescribed by the Internal Revenue Service.

ARTICLE VI

   Notwithstanding any other articles which may be added or incorporated, the 
provisions of Articles I through III and this sentence will be controlling. Any
additional articles that are not consistent with section 408(a) and the related
regulations will be invalid.

ARTICLE VII

   This agreement will be amended from time to time to comply with the
provisions of the Code and related regulations. Other amendments may be made
with the consent of the persons whose signatures appear below.

ARTICLE VIII

     1. PURSUANT TO THE TERMS of this A I M Distributors, Inc. Individual
Retirement Custodial Account Agreement and the related IRA Account Application
(referred to herein as the "IRA Adoption Agreement") (such Agreements being
collectively referred to herein as the "Agreement"), the Depositor directs the
Custodian to invest all custodial account funds after deductions for sales
charges and Custodian fees, in shares issued by the investment company or
companies selected by the Depositor on the related IRA Adoption Agreement, until
the Depositor hereafter gives the Custodian contrary instructions pursuant to
Article XIII below. The investment companies from which the Depositor may select
are enumerated on the applicable list prepared by A I M Distributors, Inc. (the
"Distributor"), a copy of which accompanies the Adoption Agreement. Such
investment companies are part of "The AIM Family of Funds--Registered
Trademark--," which are managed or advised by subsidiaries of A I M Management
Group Inc., and any such investment company will hereafter be referred to as
"Investment Company."
   2.  (i) ANNUAL CASH CONTRIBUTIONS:
   The Depositor may make annual cash contributions to the account within the
limits specified in Article I. All contributions shall be hand delivered or
mailed to the Custodian by the Depositor, with an indication of the taxable year
to which such contribution relates. Additionally, if the Depositor's employer
maintains a qualified simplified employee pension (SEP), such employer may
contribute on behalf of the Depositor, the lesser of 15% of the Depositor's
compensation from such employer or $30,000.
     (ii) ROLLOVER CONTRIBUTIONS:
   In addition to any annual contributions referred to in Paragraph (i) above,
but subject to this Paragraph (ii), the Depositor may contribute to the account,
at any time, a rollover contribution of such cash or other property as shall
constitute a rollover amount or contribution under section 402(a)(5), 402(a)(7),
403(a)(4), 403(b)(8) or 408(d)(3) of the Code. The Custodian will accept for the
account all rollover contributions which consist of cash, and it may, but shall
be under no obligation to, accept any other rollover contribution. In the case
of rollover contributions composed of assets other than cash, the prospective
Depositor shall provide the Custodian with a description of such assets and such
other information as the Custodian may reasonably require. The Custodian may
accept all or any part of such a rollover contribution if it determines that the
assets of which such contribution consists are either in a medium proper for
investment hereunder or that the assets can be promptly liquidated for cash.
   The Depositor warrants that any rollover contribution to the account consists
of cash, the same property received in the distribution or, in the case of
amounts distributed to the Depositor from a qualified employer's plan or
annuity, the proceeds from the sale of the same property received in the
distribution. The Depositor also warrants that in the case of a rollover into
the account of amounts distributed to the Depositor from a qualified employer's
plan or annuity, only amounts in excess of the amounts considered to be the
Depositor's employee contributions included in such distribution constitute the
contribution to this account. Additionally, the Depositor affirms that the
contribution to the account does not consist of amounts received from an
inherited individual retirement account or annuity. An individual retirement
account or annuity shall be treated as inherited if it was acquired by reason of
the death of an individual other than the Depositor's spouse. The Depositor also
affirms that in the case of a rollover into the account of amounts distributed
from an individual retirement account or annuity or retirement bond, he has not
during the one year period ending on the date of the distribution received any 
other distribution from an individual retirement account or annuity or 
retirement bond which constituted a rollover contribution (as described in 
section 408(d)(3) of the Code).
   3. THE DEPOSITOR SHALL BE FULLY AND SOLELY RESPONSIBLE for all taxes,
interest and penalties which might accrue or be assessed by reason of any excess
deposit, and interest, if any, earned thereon. Any contributions made by or on
behalf of the Depositor in respect of a taxable year of the Depositor shall be
made by or on behalf of the Depositor to the Custodian for deposit in the
custodial account within the time period for claiming any income tax deduction
for such taxable year. It shall be the sole responsibility of the Depositor to
determine the amount of the contributions made hereunder. The Depositor shall
execute such forms as the Custodian may require in connection with any
contribution hereunder.

ARTICLE IX

   1. THE CUSTODIAN SHALL from time to time, subject to the provisions of
Articles IV and V, make distributions out of the custodial account to the
Depositor, in such manner and amounts as may be specified in written
instructions of the Depositor. All such instructions shall be deemed to
constitute a certification by the Depositor that the distribution so directed is
one that the Depositor is permitted to receive. A declaration of the Depositor's
intention as to the disposition of an amount distributed pursuant to Article V
hereof shall be in writing and given to the Custodian. The Custodian shall have
no liability with respect to any contribution to the custodial account, any
investment of assets in the custodial account or any distribution therefrom
pursuant to instructions received from the Depositor or pursuant to this
Agreement, or for any consequences to the Depositor arising from such
contributions, investments or distributions including, but not limited to,
excise and other taxes and penalties which might accrue or be assessed by reason
thereof, nor shall the Custodian be under any duty to make any inquiry or
investigation with respect thereto.
   2. IF THE DEPOSITOR IS DISABLED (as defined in Section 72(m) of the Code),
all or a portion of the balance in the custodial account may be distributed to
him/her as soon as practicable after the Custodian receives written notice of
the Depositor's disability and a written request for distribution. The Custodian
may require such proof of disability as it deems necessary prior to the time
that amounts are distributed to the Depositor due to such disability.
   3. THE DEPOSITOR SHALL BE fully and solely responsible for all taxes and
penalties which might accrue or be assessed for having failed to make the annual
minimum withdrawal required in any year.

ARTICLE X

   A Depositor shall have the right to designate a beneficiary or beneficiaries
to receive any amounts remaining in his account in the event of his death. Any
prior beneficiary designation may be changed or revoked at any time by a
Depositor by written designation signed by the Depositor on a form acceptable
to, and filed with, the Custodian; provided, however, that such designation, or
change or revocation of a prior designation shall not become effective until it
has been received by the Custodian, nor shall it be effective unless received by
the Custodian no later than thirty days before the death of the Depositor, and
provided further that the last such designation of beneficiary or change or
revocation of beneficiary executed by the Depositor, if received by the
Custodian within the time specified, shall control. Unless otherwise provided in
the beneficiary designation, amounts payable by reason of the Depositor's death
will be paid in equal shares only to the primary beneficiary or beneficiaries
who survive the Depositor, or, if no primary beneficiary survives the Depositor,
to the contingent beneficiary or beneficiaries who survive the Depositor. If the
Depositor had not, by the date of his death, properly designated a beneficiary
in accordance with the preceding sentences, or if no designated beneficiary
survives the Depositor, then the Depositor's beneficiary shall be the
Depositor's estate.

ARTICLE XI

   1. ANY ADMINISTRATIVE OR OTHER FEES of the Custodian and its agents for
performing duties pursuant to this Agreement shall be in such amount as shall be
established from time to time. The Depositor agrees to pay the Custodian the
fees specified in its current fee schedule and authorizes the Custodian to
charge the Depositor's custodian account for the amount of such fees.
   2. UPON THIRTY DAYS' PRIOR WRITTEN NOTICE, the Custodian may substitute a new
fee schedule. The Custodian's fees, any income, gift, estate and inheritance
taxes and other taxes of any kind whatsoever, including transfer taxes incurred
in connection with the investment or reinvestment of the assets of the custodial
account, that may be levied or assessed in respect of such assets, and all other
administrative expenses incurred by the Custodian in the performance of its
duties including fees for legal services rendered to the Custodian, may be
charged to the custodial account with the right to liquidate Investment Company
shares for this purpose, or at the Custodian's option, shall be billed to the
Depositor directly.




28

<PAGE> 
ARTICLE XII

   1. THIS AGREEMENT SHALL take effect only when accepted and signed by the
Custodian. As directed, the Custodian shall then open and maintain a separate
custodial account for Depositor and invest the initial contribution hereunder in
shares of the Investment Company. Where the IRA Adoption Agreement is checked
for spousal accounts, separate custodial accounts will be opened and maintained
in each spouse's name. The amounts specified in the IRA Adoption Agreement shall
be credited to each spouse's separate custodial account except that no more than
$2,000 shall be credited to either custodial account.
   2. THE CUSTODIAN SHALL invest subsequent contributions as directed. If any
such written instructions are not received as required however, or if received,
are in the opinion of the Custodian unclear, or if the accompanying contribution
exceeds $2,000 for the Depositor and/or $2,000 for the Depositor's spouse, the
Custodian may hold or return all or a portion of the contribution uninvested
without liability for loss of income or appreciation, and without liability for
interest, pending receipt of written instructions or clarification.
   3. ALL DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS, less charges, received on
Investment Company shares held in the custodial account shall (unless received
in additional such shares) be reinvested in shares of the Investment Company,
which shall be credited to the custodial account. If any distribution on such
shares may be received at the election of the Depositor in additional such
shares or in cash or other property, the Custodian shall elect to receive it in
additional Investment Company shares.
   4. ALL INVESTMENT COMPANY SHARES ACQUIRED by the Custodian hereunder shall be
registered in the name of the Custodian (with or without identifying the
Depositor) or of its nominees. The Custodian shall deliver, or cause to be
executed and delivered, to the Depositor all notices, prospectuses, financial
statements, proxies and proxy solicitation materials relating to such Investment
Company shares held in the custodial account. The Custodian shall not vote any
Investment Company shares except in accordance with the written instructions
received from the Depositor.

ARTICLE XIII

   1. THE CUSTODIAN SHALL keep adequate records of transactions it is required
to perform hereunder. Not later than six months after the close of each calendar
year or after the Custodian's registration or removal pursuant to Article XV
below, the Custodian shall render to the Depositor or the Depositor's legal
representative a written report or reports reflecting the transactions effected
by it during such period and the assets and liabilities of the custodial account
at the close of the period. Sixty days after rendering such report(s), the
Custodian shall (to the extent permitted by law) be forever released and
discharged from all liability and accountability to anyone with respect to its
acts and transactions shown in or reflected by such report(s), except with
respect to those as to which the Depositor or the Depositor's legal
representative shall have filed written objections with the Custodian within the
latter such sixty-day period.
   2. THE CUSTODIAN SHALL receive and invest contributions as directed by the
Depositor, hold and distribute such investments, and keep adequate records and
reports thereon, all in accordance with this Agreement. The parties do not
intend to confer any other fiduciary duties of the Custodian, and none shall be
implied. The Custodian shall not be liable (and assumes no responsibility) for
the collection of contributions, the deductibility or propriety of any
contribution under this Agreement, or the purposes or propriety of any
distribution from the account, which matters are the responsibility of the
Depositor or the Depositor's legal representative.
   3. THE DEPOSITOR, to the extent permitted by law, shall always fully
indemnify the Custodian and save it harmless from any and all liability
whatsoever which may arise in connection with this Agreement and matters which
it contemplates, except that which arises due to the Custodian's negligence and
willful misconduct. The Custodian shall not be obligated or expected to commence
or defend any legal action or preceding in connection with this Agreement or
such matters unless agreed upon by the Custodian and Depositor or said legal
representative, and unless fully indemnified for so doing to the Custodian's
satisfaction.
   4. THE CUSTODIAN MAY conclusively rely upon and shall be protected in acting
upon any written order from the Depositor or the Depositor's legal
representative or any other notice, request, consent, certificate or other
instruments or paper believed by it to be genuine and to have been properly
executed, and as long as it acts in good faith in taking or omitting to take any
other action in reliance thereon.

ARTICLE XIV

   1. THE CUSTODIAN MAY resign at any time upon thirty days' notice in writing
to the Depositor, and may be removed by the Depositor at any time upon thirty
days' notice in writing to the Custodian. Upon such resignation or removal, the
Depositor shall appoint a successor custodian to serve under this Agreement.
Upon receipt by the Custodian of written acceptance of such appointment by the
successor custodian, the Custodian shall transfer to such successor the assets
of the custodial account and all necessary records (or copies thereof)
pertaining thereto, provided that (at the Custodian's request) any successor 
custodian shall agree not to dispose of any such records without the Custodian's
consent. The Custodian is authorized, however, to reserve such assets as it may 
deem advisable for payment of any other liabilities constituting a charge on or
against the assets of the custodial account or on or against the Custodian, with
any balance of such reserve remaining after the payment of all such items to be
paid over to the successor custodian.
   2. THE CUSTODIAN SHALL NOT be liable for the acts or omissions of such
successor custodian.
   3. THE CUSTODIAN, AND EVERY SUCCESSOR CUSTODIAN appointed to serve under this
Agreement, must be a bank (as defined in Section 408(n) of the Code) or such
other person who qualifies with the Internal Revenue Service to serve in the
manner prescribed by Code section 408(a)(2) and satisfies the Custodian, upon
request, as to such qualification.
   4. AFTER THE CUSTODIAN HAS transferred the custodial account assets
(including any reserve balance as contemplated above) to the successor
custodian, the Custodian shall be relieved of all further liability with respect
to this Agreement, the custodial account and the assets thereof.

ARTICLE XV

   1. THE CUSTODIAN SHALL terminate the custodial account and pay the
proceeds of the account to the depositor if within thirty days after the
resignation or removal of the Custodian pursuant to Article XV above, the
Depositor has not appointed a successor custodian which has accepted such
appointment unless within that time the Distributor appoints such successor and
gives written notice thereof to the Depositor and the Custodian. The Distributor
shall have the right, but not the duty, to appoint such a successor. Termination
of the custodial account shall be effected by distributing all of the assets
therein in cash or in kind to the Depositor in a lump sum, subject to the
Custodian's right to reserve funds as provided in said Article XV.
   2. UPON TERMINATION of the custodial account in any manner provided for in
this Article XVI, this Agreement shall terminate and have no further force and
effect, and the Custodian shall be relieved from all further liability with
respect to this Agreement, the custodial account and all assets thereof so
distributed.

ARTICLE XVI

   1. ANY NOTICE FROM THE CUSTODIAN TO THE DEPOSITOR provided for in this
Agreement shall be effective when mailed if sent by first class mail to the
Depositor at the Depositor's last known address as shown on the Custodian's
records. Any notice required or permitted to be given to the Custodian, shall
become effective upon actual receipt by the Custodian at such address as the
Custodian shall provide the Depositor from time to time in writing.
   2. THIS AGREEMENT IS accepted by the Custodian and shall be construed and
administered in accordance with the laws of The State of Colorado. The Custodian
and the Depositor hereby waive and agree to waive right to trial by jury in an
action or proceeding instituted in respect to this custodial account. The
Depositor further agrees that the venue of any litigation between him and the
Custodian with respect to the custodial account shall be in the State of
Colorado.
   3. THIS AGREEMENT is intended to qualify under section 408 of the Code as an
Individual Retirement Account and to entitle the Depositor to any retirement
savings deduction which he may qualify for under section 219 of the Code, and if
any provision hereof is subject to more than one interpretation or any term used
herein is subject to more than one construction, such ambiguity shall be
resolved in favor of that interpretation or construction which is consistent
with that intent.
   4. ALL PROVISIONS IN THIS AGREEMENT ARE subject to the Code and to
regulations promulgated thereunder. In the event that any one or more of the
provisions contained in this Agreement shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement.
   5. THE CUSTODIAN SHALL have no duties whatsoever except such duties as it
specifically agrees to in writing, and no implied covenants or obligations shall
be read into this Agreement against the Custodian. The Custodian shall not be
liable under this Agreement, except for its own bad faith, gross negligence or
willful misconduct.
   6. NO INTEREST, RIGHT OR CLAIM IN OR TO ANY PART of the custodial account or
any payment therefrom shall be assignable, transferable, or subject to sale,
mortgage, pledge, hypothecation, communication, anticipation, garnishment,
attachment, execution, or levy of any kind and the Custodian shall not recognize
any attempt to assign, transfer, sell, mortgage, pledge, hypothecate, commute or
anticipate the same, except as required by law.
   7. THE DEPOSITOR HEREBY DELEGATES to the Custodian the power to amend this
Agreement from time to time as it deems appropriate, and hereby consents to all
such amendments, provided, however, that all such amendments are in compliance
with the provisions of the Code and the regulations promulgated thereunder. All
such amendments shall be effective as of the date specified in a written notice
of amendment which will be sent to the Depositor.





29

<PAGE> 
INSTRUCTIONS

(Section references are to the Internal Revenue Code unless otherwise noted.)

PURPOSE OF FORM

   This model custodial account agreement may be used by an individual who
wishes to adopt an individual retirement account under section 408(a). When
fully executed by the Depositor and the Custodian not later than the time
prescribed by law for filing the Federal income tax return for the Depositor's
tax year (not including any extensions thereof), a Depositor will have an
individual retirement account (IRA) custodial account which meets the
requirements of section 408(a). This account must be created in the United
States for the exclusive benefit of the Depositor or his/her beneficiaries.

DEFINITIONS

   Custodian. -- The Custodian must be a bank or savings and loan association, 
as defined in section 408(n), or other person who has the approval of the 
Internal Revenue Service to act as custodian.

   DEPOSITOR. -- The Depositor is the person who establishes the custodial 
account.

IRA FOR NON-WORKING SPOUSES

   Contributions to an IRA custodial account for a non-working spouse must be
made to a separate IRA custodial account established by the non-working spouse.
   This form may be used to establish the IRA custodial account for the
non-working spouse.
   An individual's social security number will serve as the identification
number of his or her individual retirement account.
   For more information, obtain a copy of the required disclosure statement from
your custodian or get Publication 590, Individual Retirement Arrangements.
(IRAs).

SPECIFIC INSTRUCTIONS

   Article IV -- Distribution made under this Article may be made in a single
sum, periodic payment, or a combination of both. The distribution option should
be reviewed in the year the Depositor reaches age 70 1/2 to make sure the
requirements of section 408(a)(6) have been met.
   Article IX -- This article and any that follow it may incorporate additional
provisions that are agreed upon by the Depositor and the Custodian to complete
the agreement. These may include, for example: definitions, investment powers,
voting rights, exculpatory provisions, amendment and termination, removal of
Custodian, Custodian's fees, state law requirements, beginning date of
distributions, accepting only cash, treatment of excess contributions,
prohibited transactions with the Depositor, etc. Use additional pages if
necessary and attach them to this form.
   Note: This form may be reproduced and reduced in size for adoption to
passbook or card purposes.

THE AIM FAMILY OF FUNDS--Registered Trademark--
INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT
DISCLOSURE STATEMENT

     Under applicable federal regulations, a custodian of an individual
retirement account is required to furnish each depositor who has established or
is establishing an individual retirement account with a statement which
discloses certain information regarding the account. INVESCO Trust Company
(hereinafter referred to as the "Custodian") is providing this Disclosure
Statement to you in accordance with that requirement, and this Disclosure
Statement contains general information about the The AIM Family of
Funds--Registered Trademark-- Individual Retirement Custodial Account
(hereinafter referred to as "IRA"). This Disclosure Statement should be reviewed
in conjunction with both the Individual Retirement Custodial Account agreement
(From 5305-A and any attachments thereto, hereinafter referred to as the
"Custodial Agreement") and the Adoption Agreement for your IRA. You should
review this Disclosure Statement and the IRA documents with your attorney or tax
advisor. The Custodian cannot give tax advice or determine whether or not the
IRA is appropriate for you.

A. SEVEN DAY RIGHT TO REVOKE YOUR IRA.

   You may revoke your IRA at any time within seven business days after the date
the IRA is established, by giving proper notice. For purposes of revocation, it
will be assumed that you received the Disclosure Statement no later than the
date of your check with which you opened your IRA. Written notice must be hand
delivered or sent by first class mail, in which case, the revocation will be
effective as of the date the notice is postmarked (or if sent by certified or 
registered mail, the date of certification or registration). Notice of 
revocation should be made to: A I M Distributors, Inc., Eleven Greenway Plaza, 
Suite 763, P.O. Box 4739, Houston, Texas 77210-4739, Attention: Shareholder 
Services Department, area code (800) 959-4246. If you revoke your IRA, you are 
entitled to a refund of your entire contribution to the IRA, without adjustment 
for such items as sales commissions, administrative expenses or fluctuation in 
market value. If you do not revoke within seven business days after the 
establishment of the IRA, you will be deemed to have accepted the terms and 
conditions of the IRA and cannot later revoke the IRA without certain potential 
penalties.

B. STATUTORY REQUIREMENTS.

   An IRA is a trust or custodial account created or organized in the United
States for your exclusive benefit or that of your beneficiaries. It must be
created by a written governing instrument that meets the following requirements:
   (1) THE TRUSTEE OR CUSTODIAN MUST BE A BANK, federally insured credit union,
savings and loan association or another person eligible to act as trustee or
custodian;
   (2) EXCEPT FOR ROLLOVER CONTRIBUTIONS (as described in Part F below), no
contribution will be accepted unless it is in cash or cash equivalent,
including, but not by way of limitation, personal checks, cashier's checks, and
wire transfers;
   (3) EXCEPT FOR ROLLOVERS and simplified employee pension ("SEP")
contributions, contributions of more than $2,000 for any tax year may not be
made;
   (4) YOU WILL HAVE A NONFORFEITABLE INTEREST IN THE ACCOUNT;
   (5) NO PART OF THE TRUST OR CUSTODIAL FUNDS will be invested in life
insurance contracts, nor may the assets be commingled with other property except
in a common trust fund or common investment fund. Furthermore, as provided in
section 408(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
your IRA may not be invested in "collectibles," such as art works, antiques,
metals, gems, stamps, coins (with an exception for certain U.S.-minted gold and
silver coins), and certain other types of tangible personal property. An
investment in a collectible would be treated as a distribution from your IRA
which would be includible in your gross income, and, if you had not attained the
age of 59 1/2, the distribution would also be subject to the premature
distribution penalty as discussed in Part E(4) below;
   (6) YOUR ENTIRE INTEREST IN THE ACCOUNT MUST BE, or begin to be, distributed
on or before April 1 of the calendar year following the calendar year in which
you reach age 70 1/2. The distribution may be made in a single sum, or you may
receive periodic distributions, so long as your entire interest is distributed
in equal or substantially equal payments over any of the following periods:
     (a) your life;
     (b) the lives of you and your designated beneficiary;
     (c) a period certain not extending beyond your life expectancy;
     (d) a period certain not extending beyond the life expectancy of you and
your designated beneficiary.
   If the distributions from your IRA are to be made over one of the foregoing
periods, the amount distributed each year must meet the minimum distribution
requirements set forth in your IRA Custodial Agreement, or you will incur a
penalty as described in Part E(8) below;
   (7) IF YOU DIE AFTER DISTRIBUTIONS HAVE commenced but before your entire
interest has been distributed to you, payments must continue at least as rapidly
as under the method of distribution in effect, at your death. If you die before
distributions have commenced, generally your entire interest must be distributed
within five years of your death. However, if your interest is payable to a
designated beneficiary, payments may be made over the life or a period not
exceeding the life expectancy of the beneficiary; provided, however, that such
payments must commence within one year of your death unless your designated
beneficiary is your surviving spouse, in which case payments need not commence
until the date on which you would have attained age 70 1/2. You should advise
the Custodian as to your beneficiary and the method of distribution desired.

C. INVESTMENT OF YOUR IRA.

     Under the terms of the Custodial Agreement, your contributions will be
invested by the Custodian in full and fractional shares of the investment
company or companies that you select. As provided in the Custodial Agreement,
you may only invest your IRA Funds in shares of investment companies which are
part of "The AIM Family of Funds--Registered Trademark--," which are managed
or advised by subsidiaries of A I M Management Group Inc. You will be provided
with a list of the investment companies from which you may choose to invest.
Subject to the foregoing and to any additional restrictions described in the
Custodial Agreement, you have complete control over the investment of your IRA
Funds. The Custodian will not provide any form of investment advice or make
investment recommendations of any type, so you will make all investment
decisions on the basis of information you obtain from other sources. When you
make a decision on how you wish to invest Funds held in your IRA, you should
provide the Custodian with specific





30


<PAGE> 
instructions, detailing your investment decision so that the Custodian can
effectuate such investments as provided in your IRA Custodial Agreement. If you
fail to direct the Custodian as to the Investment of all or any portion of your
IRA account, the Custodian shall hold such uninvested amount in your account and
shall incur no liability for interest or earnings thereon. All dividends and
capital gain distributions received on shares of an investment company held in
your IRA will be reinvested in shares of that investment company, if available,
which shall be credited to the Custodian account. Detailed information about the
shares of the AIM fund(s) you select must be furnished to you in the form of
prospectuses governed by rules of the Securities and Exchange Commission.

D. LIMITATIONS AND RESTRICTIONS ON IRA CONTRIBUTIONS AND DEDUCTIONS.

   Except in the case of rollover contributions (see Part F below), generally
you may contribute up to the lesser of $2,000 or 100% of your compensation
(earned income) to your IRA for any taxable year. A non-working spouse may
contribute up to $2,000 to a separate IRA.
   Section 219 of the Code contains special provisions governing whether amounts
contributed to your IRA will be deductible from gross income for federal income
tax purposes. To the extent you are not eligible or elect not to make deductible
IRA contributions, you may make nondeductible IRA contributions within the
aforementioned limits which are reduced by the amount of any deductible
contributions. The following is a summary of the rules regarding the
deductibility of contributions to your IRA. You should consult your tax advisor
to determine the specific application of such rules to your IRA contributions
for any particular taxable year.
   (1) IF NEITHER YOU NOR YOUR SPOUSE IS an "active participant" (as
determined under section 219(g) of the Code and any regulations or rulings
thereunder) in a retirement plan during any part of the taxable year, you may
take a deduction for contributions to your IRA for such taxable year in an
amount equal to the lesser of $2,000 or 100% of your compensation (earned
income) for such taxable year.
   (2) IF EITHER YOU OR YOUR SPOUSE (unless you file separate income tax returns
as noted below) is considered an "active participant" in a retirement plan for
any part of the taxable year, the extent, if any, to which contributions to your
IRA will be deductible depends on the amount of your adjusted gross income
("AGI"). The maximum IRA deduction as specified in Paragraph (1) above will be
reduced in the same ratio that the excess of your AGI over $25,000 (for a single
individual), $40,000 (for a married couple filing jointly) and zero (for a
married couple filing separately) bears to $10,000. Thus, if you are an active
participant in a retirement plan, no IRA deduction will be permitted if:
     (a) You are a single individual with AGI in excess of $35,000,
     (b) you are married and file a joint return with AGI in excess of $50,000,
or
     (c) you are married, file separate returns and either you or your spouse
have AGI in excess of $10,000.
   (3) IF YOU ARE MARRIED and your spouse has no compensation for the
taxable year, or elects to be treated as having no compensation for such year,
you are permitted an additional deduction in the amount of $2,000 for
contributions to an IRA for the benefit of your spouse provided that your spouse
has not attained age 70 1/2 and you file a joint income tax return for such
year, subject to the provisions of (1) or (2) above, whichever is applicable.
(see below)
   You will be considered an "active participant" for any particular taxable 
year if you are covered by a retirement plan for any part of such year.
Generally, you will be considered covered by a retirement plan for a year if
your employer or union has a retirement plan under which money is added to your
account or you are eligible to earn retirement credits for such year. For
example, if you are covered under a profit-sharing plan, certain government
plans, a salary reduction arrangement (such as a tax-sheltered annuity
arrangement or a 401(k) plan), a SEP or a plan which promises you a retirement
benefit which is based upon the number of years of service you have with the
employer, you are likely to be an active participant. Your Form W-2 for the
year should indicate your participation status. You are an active participant
for a year even if you are not yet vested in your retirement benefit. Also, if
you make required contributions or voluntary employee contributions to a
retirement plan, you are an active participant. In certain plans you may be an
active participant even if you were only with the employer for part of the
year. You should note that if you are married but file a separate tax return,
and you did not live with your spouse at any time during the taxable year, your
spouse's active participation does not affect your ability to make deductible
contributions.
   No deduction will be allowed under (1) or (2) above for any contribution
which is made for the taxable year during which you attain age 70 1/2 or for any
subsequent year. You are permitted to contribute and deduct up to $4,000 for
contributions to your IRA and a spousal IRA, subject to the provisions of (1)
and (2) above. However, in no event shall the contribution to either IRA exceed
$2,000. It should be noted that if both you and your spouse work, each may
contribute up to $2,000 of compensation (earned income) to his or her own IRA.
   If your employer maintains a SEP, your employer may contribute to your IRA up
to the lesser of 15% of your compensation from such employer or $30,000.
Since SEP contributions are excluded from your gross income, such contributions
are not deductible for federal income tax purposes.
   If contributions to your IRA are deductible as outlined above, you may claim
such deduction even if you do not itemize your deductions on your federal income
tax return. You must make contributions to your IRA during the taxable year for
which you claim the deduction or by the deadline for filing your federal income
tax return for such year (without regard to any filing deadline extension). For
example, if you are a calendar-year taxpayer, you must make contributions no
later than April 15th in order to take a deduction for the previous year.
   If any portion of a contribution to your IRA is nondeductible as outlined
above, you must so designate on your federal income tax return, as required
under section 408(o)(4) of the Code and file From 8606 with your tax return.

E. FEDERAL INCOME TAX STATUS OF THE IRA AND CERTAIN DISTRIBUTIONS.

   (1) IN GENERAL. Except as described below, your IRA and earnings thereon are
exempt from federal income tax until distributions are made from the IRA.
   (2) TAX TREATMENT OF DISTRIBUTIONS. If all contributions to your IRA (other
than rollover contributions) have been deductible for federal income tax
purposes then all distributions from your IRA will be taxable as ordinary
income. However, if you have made any nondeductible IRA contributions,
distributions from your IRA will be treated as partially a return of deductible
contributions, if any, (taxable), partially a return of nondeductible
contributions (nontaxable) and partially a distribution of earnings (taxable).
The portion of an IRA distribution which will be excludable from income will be
determined by multiplying the total amount distributed by a fraction, the
numerator of which is the aggregate of all your nondeductible IRA contributions,
and the denominator of which is the aggregate balance of all of your IRAs
(including rollover IRAs and SEPs). For purposes of the foregoing, (a) all of
your IRAs will be treated as a single IRA, (b) all distributions during a
taxable year will be treated as a single distribution and (c) the aggregate
balance of your IRAs will be determined as of the end of the calendar year with
or within which your taxable year ends, after adding back any distributions for
such year.
   Distributions from your IRA are not eligible for any special tax treatment
such as five-or ten-year averaging or capital gains treatment.
   (3) EXCESS CONTRIBUTIONS. If contributions to your IRA are in excess of the
limits stated in Part D above, you will be assessed a 6% nondeductible excise
tax on such excess amounts. This tax is payable for each year the excess is
permitted to remain in your IRA. However, if the excess contribution has not
been taken as a deduction, and if the excess and all earnings thereon are
returned before the due date for filing your income tax return for the year in
which the excess contribution was made, the 6% excise tax will not be assessed.
The earnings on such excess contribution that are returned to you will be
taxable as ordinary income and will be deemed to have been earned and taxable in
the tax year during which the excess contribution was made. In addition, if you
are not disabled or have not reached age 59 1/2, the earnings will be subject to
the 10% premature withdrawal penalty discussed below. The 6% excess contribution
tax may be eliminated for future tax years by withdrawing the excess
contribution from your IRA before the due date for filing your tax return for
that year or by under-contributing for a subsequent year by an amount equal to
the excess contribution. If the total contributions for the year to your IRA are
$2,000 or less, and there are no employer contributions for the year, you may
withdraw any excess contributions after the due date for filing your tax return,
including extensions, and not include the amount withdrawn in your gross income.
This applies only to the part of the excess that you did not take a deduction
for. It is not necessary to withdraw the interest or other income earned on the
excess. You will have to pay the 6% tax on the excess amount for each year the
excess contribution was in the IRA.
   If the contributions to your IRA for any year are more than $2,000, you must
include in your gross income any excess over $2,000, unless it is an excess
rollover contribution attributable to erroneous information. You may also have
to pay a 10% tax on premature distributions on the amount you withdraw, unless
you are age 59 1/2 or disabled.
   If less than the maximum amount of contributions has been made in years
before the year you make an excess contribution, the prior year's difference may
not be used to reduce the excess contribution. Qualified rollover contributions,
as described in Part F below, are not considered excess contributions.
   (4) PREMATURE DISTRIBUTIONS. In addition to any regular income tax that may
be payable, distributions from your IRA that occur before you reach age 59 1/2
(except in the event of disability, death, rollover, medical expenses in excess
of 7.5% of adjusted gross income, medical insurance premiums in the event of
unemployment or as a qualifying distribution of an excess contribution), will be
assessed a 10% additional income tax on the amount distributed which is
includible in your gross income. However, the additional 10% income tax will not
be imposed if the distribution is one of a scheduled series of level payments to
be made over your life or life expectancy or over the joint lives or joint life
expectancies of you and your beneficiary. Amounts treated as distributions from
the IRA because of pledging the IRA as described below, or prohibited
transactions as described below, will also be considered premature distributions
if they occur before you reach age 59 1/2 (assuming you are not disabled).





31

<PAGE> 
   (5) PLEDGING THE IRA. If you pledge your IRA as security for a loan, the
portion so pledged is treated as being distributed to you in that year. In
addition
to any regular income tax that may be payable on the distribution, the premature
distribution penalty as discussed above may also be applicable.
   (6) PROHIBITED TRANSACTIONS. If you or your beneficiary engages in a
prohibited transaction, as described in section 4975 of the Code with respect to
your IRA, your IRA will lose its exemption from tax and you must include the
fair market value of your IRA in your gross income for the year during which the
prohibited transaction occurred. In addition to any regular income tax that may
be payable, the premature distribution
penalty as discussed above may also be applicable.
   (7) INSUFFICIENT OR LATE DISTRIBUTIONS. In addition to the regular income tax
that may be payable on distributions from your IRA, you will be assessed
penalties on certain accumulations if funds in your IRA are not distributed in
accordance with the rules described in Part B above. If the amount distributed
from your IRA during the year is less than the minimum amount required to be
distributed during such year, an excise tax will be imposed. The tax imposed is
equal to 50% of the amount by which the minimum required distribution exceeds
the amount actually distributed during the year.
   (8) ESTATE AND GIFT TAX STATUS OF DISTRIBUTIONS. Generally, for estate tax
purposes, the value of your IRA will be fully includible in your gross estate in
the event of your death. For gift tax purposes, beneficiary designations will
not be treated as gifts. Also, contributions to an IRA on behalf of a spouse who
has no earned income or elects to be treated as having no earned income will
qualify for the annual present interest gift exclusion. You should consult your
tax advisor with respect to the application of community property laws on estate
and gift tax issues relating to your IRA.
   (9) INHERITED IRAS. Your IRA will be treated as an inherited IRA if, upon
your death, it is acquired by a beneficiary other than your surviving spouse. An
inherited IRA may not be rolled over to a qualified plan or to another IRA, nor
may an inherited IRA accept any regular or rollover deposits. Only a beneficiary
who is your surviving spouse will be allowed to roll over the IRA funds into his
or her own IRA.
   (10) FEDERAL INCOME TAX WITHHOLDING. The taxable portion of
distributions from your IRA is subject to federal income tax withholding unless
you elect not to have withholding applied. If you elect not to have withholding
applied to taxable distributions from your IRA, or if insufficient federal
income tax is withheld from any distribution, you may be responsible for payment
of estimated taxes, as well as for penalties under the estimated tax rules, if
withholding and estimated tax payments were not sufficient. Additional
information regarding withholding and the necessary election forms will be
provided no later than at the time a distribution is requested.

F. ROLLOVER CONTRIBUTIONS.

     A rollover is a tax-free distribution of cash or other assets from one
retirement program to another. There are two kinds of rollover contributions to
an IRA. In one, you contribute amounts distributed to you from one IRA to
another IRA. With the other, you contribute amounts distributed to you from your
employer's qualified plan or 403(b) plan to an IRA. A rollover is an allowable
IRA contribution which is not subject to the limits on regular contributions
discussed in Part D above. However, you may not deduct a rollover contribution
to your IRA on your tax return.
   If you receive a distribution from the qualified plan of your employer or
former employer, the distribution must be an "eligible rollover distribution" in
order for you to be able to roll all or part of the distribution over to your
IRA. The portion you contribute to your IRA will not be taxable to you until you
withdraw it from the IRA. Your employer or former employer will give you the
opportunity to roll over the distribution directly from the plan to the IRA. If
you elect, instead, to receive the distribution, you must deposit it into the
IRA within 60 days after you receive it.
   An "eligible rollover distribution" is any distribution from a qualified plan
that would be taxable other than (1) a distribution that is one of a series of
periodic payments for an employee's life or over a period of 10 years or more,
(2) a required distribution after you attain age 70 1/2 and (3) certain 
corrective distributions.
   If the entire amount in your IRA has been contributed in a tax-free rollover
from your employer's or former employer's qualified plan or 403(b) plan, you may
later roll over the IRA to a new employer's plan if such plan permits rollovers.
Your IRA would then serve as a conduit for those assets. However, you may later
roll those IRA funds into a new employer's plan only if you make no further
contributions to that IRA, or commingle the IRA rollover funds with existing IRA
assets.

G. AMENDMENTS.

   The Custodian of your IRA may amend the agreements establishing your IRA at
any time. The Custodian will comply with the amendment procedures set forth in
your Custodial Agreement.

H. FINANCIAL DISCLOSURE.

     Because the value of assets held in your IRA is subject to market
fluctuation, the value of your IRA can neither be guaranteed nor projected.
There is no assurance of growth in the value of your IRA or guarantee of
investment results. You will, however, be provided with periodic statements of
your IRA, including current market values of investments. Certain fees will be
charged by the Custodian in connection with your IRA.

     Such fees are disclosed on the Custodian's fee schedule, a copy of which
has been provided to you. Upon thirty days' prior written notice, the Custodian
may substitute a new fee schedule. Any fees or other expenses incurred in
connection with your IRA will be deducted from your IRA (with liquidation of
Fund Shares, if necessary), or at the Custodian's option, such fees or expenses
may be billed to you directly.

     For its services to the various funds, in The AIM Family of
Funds--Registered Trademark--, INVESCO Trust Company receives a custodian fee.
This fee is in addition to fees it receives for acting as Custodian under the
IRA. INVESCO Trust Company and A I M Distributors, Inc. also will receive
additional fees for performing specific services with respect to the various
funds in the AIM Family of Funds. Any such fees will be fully disclosed to you.
Potential investors should obtain a copy of the current Prospectus relating to
the fund(s) selected for investment prior to making an investment. Also, copies
of the Statement of Additional Information relating to such fund(s) will be
provided upon your request to A I M Distributors, Inc.

I. MISCELLANEOUS.

   Each year you will be provided a statement(s) of account which will give the
amount of contributions to the IRA, the year to which each contribution relates,
and the total value of the IRA as of the end of the year. Information relating
to contributions and distributions must be reported annually to the Internal
Revenue Service and to you. You must also file Form 5329 (Return for Individual
Retirement Savings Arrangement) with the Internal Revenue Service for each
taxable year during which you are assessed any penalty or tax as discussed in
Part E above.
   Your IRA has been approved by the Internal Revenue Service. Such approval is
a determination as to the form of the IRA, and does not represent a
determination of the IRA's merits as an investment.
   Further information about IRAs can be obtained from any district office of
the Internal Revenue Service or from the Custodian.
   All provisions in this Disclosure Statement are subject to the Code and to
the regulations promulgated thereunder. This Disclosure Statement constitutes a
nontechnical restatement and summary of certain provisions of the Code which may
affect your IRA. This is not a legal document. Your legal rights and obligations
are governed by the federal tax laws and regulations and your Custodial
Agreement and Adoption Agreement with the Custodian.


32



<PAGE> 
                                                                

                                                                EXHIBIT 14(b)



SEP AND SARSEP IRA ADOPTION AGREEMENT                   [AIM LOGO APPEARS HERE]

The undersigned Employer hereby establishes a Simplified Employee Pension Plan
(SEP) and/or a Salary Reduction Simplified Employee Pension Plan (SARSEP) for
the exclusive benefit of Employees who are eligible to participate. The terms of
the Plan are set forth in this Adoption Agreement and the accompanying Plan
Document which is hereby adopted and incorporated herein by reference.

- --------------------------------------------------------------------------------
1.  EMPLOYER AND PLAN INFORMATION

    Employer's Name
                   -------------------------------------------------------------
    Address
           ---------------------------------------------------------------------
    Tax I.D. Number                               Telephone Number
                   ----------------------------                   --------------
    Form of Business:
    [ ] Sole Proprietor [ ] Partnership [ ] Corporation 
    [ ] Electing S Corporation

    Name of individual authorized to issue instructions to AIM:

    ----------------------------------------------------------------------------
    Plan Year:                                   Plan Type:
    [ ] Calendar year.                           [ ] SEP IRA only
    [ ] Employer's Taxable Year ending on      . [ ] SARSEP IRA only
                                        ------
                                                 [ ] Combined SEP and SARSEP IRA
- --------------------------------------------------------------------------------
2.  EFFECTIVE DATES

    (a) New Plan: Effective as of                  .
                                 ------------------
    (b) Amended and Restated Plan:
        (i) Original Plan effective as of                        .
                                         ------------------------
        (ii) Amended and Restated Plan effective as of                      .
                                                      ----------------------
    (c) Elective Deferrals effective as of                       .
                                                 -----------------------
- --------------------------------------------------------------------------------
3.  ELIGIBILITY REQUIREMENTS

    (a) Age: [ ]  No requirement.   [ ] Minimum age _____________ (not over 21).
    (b) Service:
        Employees who have performed services for the Employer during at least
        ________ (maximum 3) of the immediately preceding 5 Plan Years.
    (c) Excluded Classes of Employees (select all applicable options):
        [ ] None.
        [ ] Employees covered by a collective bargaining agreement under which
        retirement plan benefits have been the subject of good faith bargaining.
        [ ] Employees whose Compensation as defined at Code Section 414(q)(7)
        is less than $400 (as adjusted for inflation) during the Plan Year.
        [ ] Non-resident aliens.

- --------------------------------------------------------------------------------
4.  EMPLOYER ALLOCATION FORMULA

    [ ] (a) Proportionate Allocation described at paragraph 3.3(a) of the SEP 
    and SARSEP Plan Document, or
    [ ] (b) Integrated Allocation described at paragraph 3.3(b) of the Plan
    Document. This allocation formula may not be adopted if the Employer
    maintains any other plan which is integrated with Social Security.



15
<PAGE> 
- --------------------------------------------------------------------------------
5.  EMPLOYEE ELECTIVE DEFERRALS (FOR SARSEP ONLY)

    % limit ________ (not to exceed 15%). Dollar limit $ _________________(not
    to exceed $9,240 as indexed).
- --------------------------------------------------------------------------------
6.  CASH BONUS OPTION

    An Employee [ ] may [ ] may not defer a bonus.
- --------------------------------------------------------------------------------
7.  LIMITATIONS ON USE OF PROTOTYPE

    An Employer may adopt this Plan even if such Employer maintains another
    qualified defined contribution plan, provided that contributions are limited
    in accordance with Code Section 415. An Employer may not participate in this
    Plan if the Employer maintains currently or has ever maintained a defined
    benefit plan which is now terminated. An Employer who participates in this
    Plan and who adopts a qualified defined benefit plan, may no longer
    participate in this Plan. Thereafter, such Employer shall be considered to
    have an individually drafted plan.
- --------------------------------------------------------------------------------
8.  TOP-HEAVY MINIMUM CONTRIBUTIONS

    The Top-Heavy Plan requirements under Code Section 416 shall be satisfied
    by:
    [ ] (a) this Plan.
    [ ] (b)
          ----------------------------------------------------------------------
                       (Name of other qualified plan of the Employer).
- --------------------------------------------------------------------------------
9.  SPONSOR CONTACT

    Employers should direct questions concerning the language contained in and
    qualification of the prototype to:
       A I M Distributors, Inc.
       Retirement Plans Department
       11 Greenway Plaza, Suite 1919
       P.O. Box 4333
       Houston, Texas 77210-4739
       (800) 998-4246 Ext. 5612
    In the event that the Sponsor amends, discontinues or abandons this
    prototype Plan, notification will be provided to the Employer's address
    provided on the first page of this Agreement.
- --------------------------------------------------------------------------------
10. SIGNATURES

    (a) This Agreement was signed by the Employer the      day of         19  .
                                                     ------      ---------  --
    Signed for the Employer by
                              --------------------------------------------------
    Title
         -----------------------------------------------------------------------
    Signature
             -------------------------------------------------------------------
    (b) This Agreement was signed by AIM Distributors, Inc. the    day of   19 .
                                                               ----      ---  -
    Signed for the Sponsor by
                              --------------------------------------------------
    Title
         -----------------------------------------------------------------------
    Signature
             -------------------------------------------------------------------


    [AIM LOGO APPEARS HERE] AIM Distributors, Inc.                   43101-10/95

16
<PAGE> 
SEP AND SARSEP IRA PLAN DOCUMENT                         [AIM LOGO APPEARS HERE]

AIM Distributors, Inc. hereby establishes a Prototype Plan for use, in
conjunction with an Internal Revenue Service approved IRA, by Employers who wish
to establish a qualified Simplified Employee Pension Plan (SEP) and/or a Salary
Reduction Simplified Employee Pension Plan, sometimes called a SARSEP. If the
Employer executes an Adoption Agreement which is accepted by AIM Distributors,
Inc. and which incorporates this document by reference, the Boston Safe Deposit
& Trust will act as custodian or trustee of the IRA plans established by
Employees eligible to receive contributions under the terms of this Plan. The
salary reduction feature of this prototype SEP and SARSEP may not be used by an
Employer who: 1) at any time during the prior Plan Year had more than 25
Employees who would have been eligible to participate; 2) has any leased
employees within the meaning of Code Section 414(n)(2); 3) is a governmental or
tax-exempt entity; 4) has eligible Employees whose taxable year is not the
calendar year; 5) has less than 50% of the Employees that are eligible to make
Elective Deferrals elect to have Elective Deferrals made to the Plan. No part of
this prototype document may be used if the Employer currently maintains or has
ever maintained a defined benefit pension plan which is now terminated. The
Employer's SARSEP shall contain the following terms and conditions:

ARTICLE I
DEFINITIONS

    1.1 ADOPTION AGREEMENT The document attached hereto by which the Employer
elects to establish a qualified Salary Reduction Simplified Employee Pension
Plan under the terms of this Prototype Plan.
    1.2 CODE The Internal Revenue Code of 1986, including any amendment thereto.
    1.3 COMPENSATION The total wages, salaries, fees (for professional services)
and other taxable remuneration (without regard to whether or not an amount is
paid in cash) paid to a Participant from the Employer which are includible in
the Participant's gross income for the taxable year, as defined within the
meaning of Code Section 415(c)(3). Compensation does not include:
        (a) Contributions to this plan or any other plan of deferred
compensation; and
        (b) Amounts realized from the exercise of a nonqualified stock option,
or when restricted stock becomes freely transferable or is no longer subject to
a substantial risk of forfeiture; and
        (c) Amounts realized from the disposition of stock acquired under a
qualified stock option; and
        (d) Amounts received as a pension or annuity.
    When applicable to a Self-Employed Individual, Compensation shall mean
Earned Income. With respect to any Plan Year, Compensation will be limited to
the first $150,000 of Compensation [or such higher amount determined in
accordance with Code Section 408(k)(3)(C)]. If a Plan determines Compensation 
on a period of time that contains fewer than 12 calendar months, then the annual
compensation limit is an amount equal to the annual compensation limit for the
calendar year in which the Compensation period begins multiplied by the ratio
obtained by dividing the number of full months in the period by 12.
    1.4 CUSTODIAN BOSTON SAFE DEPOSIT & TRUST or any successor thereto.
    1.5 DEFERRAL PERCENTAGE LIMITATION Deferral Percentage Limitation is the
maximum amount of Elective Deferrals, expressed as a percentage of Compensation,
that can be contributed on behalf of any Highly Compensated Employee for a
particular Plan Year. This limitation equals the product of the average of the
Elective Deferrals (expressed as a percentage of each such Employee's
Compensation) made on behalf of each non-highly compensated employee for the
same Plan Year, multiplied by 1.25.
    In calculating this average, the percentage for an eligible non-highly
compensated Employee who chooses not to have Elective Deferrals made on his or
her behalf for a Plan Year, is zero. The determination of the deferral
percentage for any Employee is to be made in accordance with Code Section 
408(k)(6) and such other requirements as may be provided by the Secretary of
the Treasury.  In addition, for purposes of determining the deferral percentage
of a Highly Compensated Employee, the Elective Deferrals and Compensation of
the Employee will also include the Elective Deferrals and Compensation of
any Family Member.  This special rule applies, however, only if the Highly
Compensated Employee owns more than 5% of the Employer or is one of the ten
most highly-paid employees.  The Elective Deferrals and Compensation of Family
Members used in this special rule do not count in computing the average of the
deferral percentages of non-highly compensated Employees.
    1.6 EARNED INCOME Net earnings from self-employment in the trade or business
with respect to which the Plan is established, determined without regard to
items not included in gross income and the deductions allocable to such items,
provided that personal services of the individual are a material income
producing factor. Earned Income shall be reduced by contributions made by an
Employer to a qualified plan, including this Plan, to the extent deductible
under Code Section 404. Earned Income shall also be reduced by one-half of the
self employed's social security taxes.
    1.7 EFFECTIVE DATE The date on which the Employer's Plan commences or an
amendment becomes effective. The Effective Date of the Elective Deferral
provisions shall be designated by the Employer in the Adoption Agreement.
    1.8 ELECTIVE DEFERRAL(s) Employer contributions made to the Plan at the
election of the Participant, in lieu of cash Compensation, pursuant to a Salary
Savings Agreement or other deferral mechanism, such as a cash option
contribution. With respect to any taxable year, a Participant's Elective
Deferral is the sum of all Employer contributions made on behalf of such
Participant pursuant to an election to defer under any of the following: a
qualified cash or deferred arrangement as described in Code Section 401(k);
this Plan or any other simplified employee pension cash or deferred
arrangement described in Code Section 402(h)(1)(B); an eligible deferred
compensation plan under Code Section 457; and a plan described in Code Section
501(c)(18). Also included are any Employer contributions made on the behalf of
Participant for the purchase of an annuity contract under Code Section 403(b)
pursuant to a Salary Savings Agreement.
    1.9 EMPLOYEE Any person employed by the Employer (including Self-Employed
Individuals and partners), all Employees of a member of an affiliated service
group [as defined in Code Section 414(m)], Employees of a controlled group of
corporations [as defined in Code Section 414(b)], Employees of any incorporated 
or unincorporated trade or business which is under common control [as defined in
Code Section 414(c)], and all leased Employees who are not Employees of the 
Employer but are required to be treated as Employees of the Employer under
section 414(n), and all Employees required to be aggregated under section
414(o) of the Code. All such Employees shall be treated as employed by a
single Employer. 
    1.10 EMPLOYER Any corporation, partnership, or proprietorship which adopts
this prototype plan, including any entity which succeeds the Employer and adopts
this Plan.
    1.11 FAMILY MEMBER An Employee who is related to a Highly Compensated
Employee as a spouse, or as a lineal ascendant (such as a parent or grandparent)
or descendant (such as a child or grandchild) or spouse of either of those, in
accordance with Code Section 414(q) and the regulations thereunder. Family 
membership is only applicable to Highly Compensated Employees who either own 
more than 5% of the Employer or are one of the ten most highly compensated 
Employees.
    1.12 HIGHLY COMPENSATED EMPLOYEE An individual described in Code Section 
414(q) who, during the current or preceding Plan Year:
        (a) Was a 5% owner as defined in Code Section 416(i)(1)(B)(i);
        (b) Received Compensation in excess of $50,000, as adjusted pursuant to
Code Section 415(d), and was in the top-paid group (the top 20% of Employees
ranked by Compensation);
        (c) Received Compensation in excess of $75,000, as adjusted pursuant to
Code Section 415(d); or
        (d) Was an officer as defined in Code Section 416(i)(1)(A) and received
Compensation in excess of 50% of the dollar limit on annual benefits payable
under Code Section 415 for defined benefit plans.
    1.13 INDIVIDUAL RETIREMENT ACCOUNT AIM Distributors, Inc. Individual
Retirement Account which meets the requirements of Code Section 408(a) 
established in conjunction with the Employer's Plan (IRA), as the recipient 
of the Employer's contributions for the benefit of a participating Employee.
    1.14 KEY EMPLOYEE Any Employee or former Employee [and the beneficiaries of
these Employees] who, at any time during the current Plan Year and the four
preceding Plan Years, was:
        (a) An officer of the Employer [if the Employee's Compensation exceeds
50% of the limit under Code Section 415(b)(1)(A)];
        (b) An owner of one of the ten largest interests in the Employer [if the
Employee's Compensation exceeds 100% of the limit under Code Section 
415(c)(1)(A) and the ownership interest exceeds 1/2% of the Employer];
        (c) A 5% owner of the Employer as defined in Code Section 
416(i)(1)(B)(i)]; or
        (d) A 1% owner of the Employer [if the Employee has Compensation in
excess of $150,000].
    1.15 OWNER-EMPLOYEE A sole proprietor or partner owning more than 10% of
either the capital or profits interest of the partnership.



17
<PAGE> 

    1.16 PARTICIPANT Any Employee of the Employer who is participating in the
Plan.
    1.17 PLAN The Simplified Employee Pension Plan with salary reduction
provisions as embodied herein.
    1.18 PLAN ADMINISTRATOR The Employer is the Plan's named fiduciary and Plan
Administrator.
    1.19 PLAN YEAR The 12-consecutive month period designated by the Employer in
the Adoption Agreement.
    1.20 SALARY SAVINGS AGREEMENT A written agreement between the Employer and a
participating Employee where the Employee authorizes the Employer to withhold a
specified percentage of his or her Compensation for deposit to the Plan on
behalf of such Employee.
    1.21 SARSEP A Simplified Employee Pension Plan (SEP) in which a
participating Employee may make an election through a Salary Savings Agreement
to have a portion of his or her salary deferred and have the Employer contribute
the entire amount of deferred salary to an IRA on his or her behalf.
    1.22 SELF-EMPLOYED INDIVIDUAL An individual who has Earned Income for the
taxable year from the trade or business for which the Plan is established
including an individual who would have had Earned Income but for the fact that
the trade or business had no net profits for the taxable year.
    1.23 SEP-IRA The Individual Retirement Account established to receive the
Employer's contributions for the benefit of each participating Employee.
    1.24 SPONSOR The institution whose name appears on the cover hereof.
    1.25 TAXABLE WAGE BASE The maximum amount of earnings which may be
considered wages at the beginning of the Plan Year under Section 230 of the 
Social Security Act.
    1.26 TAXABLE YEAR The taxable year of an Employer for Federal income tax
purposes.

ARTICLE II
ELIGIBILITY REQUIREMENTS

    2.1 PARTICIPATION Each Employee of the Employer shall automatically become a
Participant under the Plan as of the first day of the Plan Year during which
such Employee meets the eligibility requirements selected by the Employer in the
Adoption Agreement. Employees shall not be permitted to authorize Elective
Deferrals until the individual satisfies the Plan's eligibility requirements. In
the event an Employee who is not a member of the eligible class of Employees
becomes a member of the eligible class, such Employee shall participate
immediately if such Employee has satisfied the minimum age and service
requirements and would have become a Participant had he or she been in the
eligible class. A former Participant shall again become a Participant
immediately upon returning to the employ of the Employer.
    2.2 MAXIMUM AGE The Plan shall not exclude Employees who have attained age
70 1/2, provided such Employees meet the eligibility requirements in the
Adoption Agreement.
    2.3 EMPLOYMENT RIGHTS Participation in the Plan shall not confer upon a
Participant any employment rights, nor shall it interfere with the Employer's
right to terminate the employment of any Employee at any time.
    2.4 WITHDRAWAL OF CONTRIBUTIONS Participation in the Plan shall not be
terminated, suspended, or in any way affected, if a Participant withdraws all or
any part of his or her IRA. This Plan shall not impose any prohibition on a
Participant's right to make withdrawals from his or her IRA.

ARTICLE III
EMPLOYER CONTRIBUTIONS

    3.1 AMOUNT Prior to the close of each Plan Year, the Employer shall
determine in writing the amount of its contribution for such Plan Year. This is
in addition to any amount contributed pursuant to Salary Savings Agreements with
the Participants. The Employer's contribution shall be discretionary and the
Employer shall be under no obligation to contribute each year. The Employer may
make a contribution even if no Elective Deferrals are contributed for such year.
Contributions to the SEP are deductible by the Employer for the Taxable Year
with or within which the Plan Year of the SEP ends. Contributions made for a
particular Taxable Year and contributed by the due date of the Employer's income
tax return, including extensions, are deemed made in that Taxable Year.
    3.2 LIMITATIONS ON ALLOCATIONS The Employer's contribution (including Salary
Savings Agreement amounts) when allocated to eligible Participants for any Plan
Year shall not exceed the lesser of 15% of each Participant's Compensation or
$30,000 [as indexed under Code Section 415]. In addition, the Employer's 
contribution shall also bear a uniform relationship to the total Compensation 
of each Participant. For purposes of the preceding sentence, the Employer's 
contribution to the Old Age, Survivors and Disability Insurance program may be 
considered as part of the Employer's contribution. Employer contributions to 
the Old Age, Survivors and Disability Insurance Program may not be considered 
under this Plan if it is considered under any other plan of the Employer.
    3.3 ALLOCATION FORMULAS The Employer's contribution shall be allocated among
eligible Participants in accordance with one of the formulas provided below.
Employees and former Employees employed by the Employer at any time during the
Plan Year, who met the eligibility requirements at any time during the Plan
Year, shall share in the Employer's contribution for such Plan Year, even though
no longer employed. The Employer's contribution shall automatically be allocated
in accordance with paragraph (a) unless paragraph (b) is selected in the
Adoption Agreement.
        (a) PROPORTIONATE ALLOCATION The Employer's contribution for each Plan
Year shall be allocated to the IRA of each eligible Employee in the same portion
as such Employee's Compensation [not in excess of $150,000 as adjusted for
inflation under Code Section 401(a)(17)] for such Plan Year bears to all 
eligible Employees' Compensation for that year.
        (b) INTEGRATED ALLOCATION The Employer's contribution for the Plan Year
shall be allocated to each eligible Participant (using his or her Compensation
earned during the Plan Year) as follows:
            (i) First, to the extent contributions are sufficient, all
Participants will receive an allocation equal to 3% of their Compensation.
            (ii) Next, any remaining Employer Contributions will be allocated to
Participants who have Compensation in excess of the Taxable Wage Base (excess
Compensation) as in effect at the beginning of the Plan Year. Each such
Participant will receive an allocation in the ratio that his or her excess
Compensation bears to the excess Compensation of all Participants. Participants
may only receive an allocation of 3% of excess Compensation.
            (iii) Next, any remaining Employer contributions will be allocated
to all Participants in the ratio that their Compensation plus excess
Compensation bears to the total Compensation plus excess Compensation of all
Participants. Participants may only receive an allocation of up to 2.7% of their
Compensation plus excess Compensation, under this allocation method.
NOTE: If the Plan is not Top-Heavy or if the Top-Heavy minimum contribution or 
benefit is provided under another Plan [see Section 8 of the Adoption 
Agreement] covering the same Employees, sub-paragraphs (i) and (ii) above may 
be disregarded and 5.7% may be substituted for 2.7% where it appears in (iii) 
above.
            (iv) Next, any remaining Employer contributions will be allocated to
all Participants in the ratio that each Participant's Compensation bears to all
Participants' Compensation.
    3.4 RESPONSIBILITY FOR CONTRIBUTIONS The Sponsor shall not be required to
determine if the Employer has made a contribution or if the amount contributed
is in accordance with the Adoption Agreement or the Code. The Employer shall
have sole responsibility in this regard.

ARTICLE IV
EMPLOYEE ELECTIVE DEFERRALS

    4.1 ELECTIVE DEFERRAL REQUIREMENTS Elective Deferrals shall only be
permitted for Plan Years in which:
        (a) Not less than 50% of the Participants elect to make Elective
Deferrals to the SEP-IRA on their behalf; and
        (b) The Employer had no more than 25 Employees at all times during the
prior Plan Year who were eligible to participate in the Plan.
    4.2 SALARY SAVINGS AGREEMENT An Employee may elect to have Elective
Deferrals made under this Plan through either a lump sum or continuing Elective
Deferrals, or both, pursuant to his or her Salary Savings Agreement. The amount
of Elective Deferrals may not exceed the percentage or dollar amount specified
in the Employer's Adoption Agreement. Under no circumstances may an Employee's
Elective Deferrals in any calendar year exceed the lesser of:
        (a) Fifteen percent of the Employee's Compensation determined without
including the SEP-IRA contributions, (13.0435% of Compensation plus Elective
Deferrals), or
        (b) $7,000 as adjusted for inflation at the beginning of such taxable
year. This amount may be reduced if a Participant contributes pre-tax
contributions to qualified plans of this or other Employers.
    4.3 TIMING OF ELECTIVE DEFERRALS Elective Deferrals may not be based on
Compensation an Employee has received, or had a right to receive, prior to the
execution of the Employee's Salary Savings Agreement. A Participant may amend
his or her Salary Savings Agreement to increase, decrease or terminate the
Elective Deferral percentage upon written notice to the Employer. Such increase,
decrease or termination shall be effective as soon as reasonably possible, but
in any event within 90 days of written notice. If a Participant terminates his
or her Elective Deferrals, such Participant shall not be permitted to put a new
Salary Savings Agreement into effect until after 90 days. The Employer may also
amend or terminate said agreement on written notice to the Participant to insure
the Plan's qualified status. If a Participant has not authorized the Employer to
withhold at the maximum rate and desires to increase the total withheld for a
Plan Year, such Participant may authorize the Employer to withhold a
supplemental amount up to 100% of his or her Compensation for one or more pay
periods. In no event may the sum of the amounts withheld under the Salary


18
<PAGE> 

Savings Agreement plus the supplemental withholding exceed 15% of a
Participant's Compensation for a Plan Year (net of the Elective Deferrals). 
The Employer agrees to deposit Elective Deferrals with the Sponsor for credit
to Participant IRAs within 30 days after being withheld from the Participant's
Compensation.
    4.4 CASH BONUS OPTION If permitted by the Employer in the Adoption
Agreement, an Employee may base Elective Deferrals on cash bonuses during the
year that, at the Employee's election, may be contributed to the SEP-IRA or
received by the Employee in cash.
    4.5 DISALLOWED ELECTIVE DEFERRALS If the 50% requirement in paragraph 
4.1(a) is not satisfied as of the end of any Plan Year, all the Elective 
Deferrals made by Employees for that Plan Year shall be considered disallowed 
Elective Deferrals.
    4.6 NOTIFICATION OF DISALLOWED ELECTIVE DEFERRALS The Employer shall notify
each affected Participant, within 2 1/2 months after the end of the Plan Year to
which the disallowed Elective Deferrals relate, that the deferrals are no longer
considered SARSEP contributions. Such notification shall specify the amount of
the disallowed Elective Deferrals and the Participant's calendar year in which
they are includible in income. Additionally, the notice must provide an
explanation of the applicable penalties if the disallowed Elective Deferrals are
not withdrawn in a timely fashion. The notice to each affected Participant shall
state the following:
        (a) The amount of the disallowed Elective Deferral;
        (b) That the disallowed Elective Deferrals are includible in the
Participant's gross income for the calendar year or years in which the amounts
deferred would have been received by the Participant in cash had she or he not
made the election to defer, and that the income allocable to such disallowed
Elective Deferrals is includible in the Participant's gross income in the year
withdrawn from the SEP-IRA; and
        (c) That the Participant must withdraw the disallowed Elective Deferrals
and allocable income from the SEP-IRA by the April 15 following the calendar
year of notification by the Employer. Disallowed Elective Deferrals not
withdrawn by the April 15 following the calendar year of notification will be
subject to the IRA contribution limitations of Code Section 219 and Section 408
and may be considered excess contributions to the Participant's IRA. Disallowed 
Elective Deferrals may be subject to the six percent tax on excess
contributions  under Code Section 4973. If income allocable to a disallowed
Elective Deferral is not withdrawn by April 15 following the year of
notification by the Employer, the income may be subject to the ten percent tax
on early distributions under Code Section 72(t) when withdrawn.
    4.7 REPORTING Disallowed Elective Deferrals are reported for tax purposes in
the same manner as excess SEP contributions.

ARTICLE V
ACCOUNTS OF PARTICIPANTS

    5.1 INDIVIDUAL RETIREMENT ACCOUNT Each Employee, upon becoming a Participant
under the Plan, shall establish an IRA with the Sponsor. The Employee or Sponsor
shall furnish an account number to the Employer certifying the existence of such
account.
    5.2 DETERMINATION OF DEPOSIT When making a contribution to the Plan, the
Employer shall calculate each Participant's proportionate share of the
Employer's contribution as determined in the Adoption Agreement. The Employer
shall then deliver the contribution to the Sponsor indicating the amount to be
credited to each Participant's SEP-IRA.
    5.3 CONTROL OF ACCOUNT All contributions made under the Plan by the Employer
shall be irrevocable. After allocation to a Participant's SEP-IRA, the Employer
shall have no further control of such contribution and the terms of the
Participant's IRA shall be fully effective.
    5.4 ALLOCATION OF ELECTIVE DEFERRALS The Employer shall contribute to each
Employee's SEP-IRA the amount of the Elective Deferrals designated in his or her
Salary Savings Agreement.

ARTICLE VI
LIMITATIONS ON CONTRIBUTIONS

    6.1 LIMITATIONS ON ELECTIVE DEFERRALS A Participant's Elective Deferrals may
be limited to the extent necessary to satisfy the maximum contribution
limitations under Code Section 415(c)(1)(A) if the Employer maintains any
other  SEP or any qualified plan to which contributions are made for such Plan
Year.
    6.2 OVERALL LIMITATIONS ON CONTRIBUTIONS In addition to the dollar
limitation of Code Section 415(c)(1)(A) ($30,000 in 1991), contributions to this
Plan, when aggregated with contributions to all other SEPs and contributions
plus forfeitures under other qualified defined contribution plans of the
Employer, generally may not exceed 25% of Compensation for any Employee. If
these limits are exceeded on behalf of any Employee for a particular Plan Year,
that Employee's Elective Deferrals for that year must be reduced to the extent
of the excess.
    6.3 LIMITATIONS FOR HIGHLY COMPENSATED EMPLOYEES Elective Deferrals by a
Highly Compensated Employee must satisfy the Deferral Percentage Limitation
under Code Section 408(k)(6) and paragraph 1.4 herein. Amounts in excess of the
Deferral Percentage Limitation will be deemed excess SEP contributions on behalf
of the affected Highly Compensated Employee.
    6.4 NOTIFICATION OF EXCESS SEP CONTRIBUTIONS The Employer shall notify each
affected Participant, within 2 1/2 months following the end of the Plan Year to
which the excess SEP contributions relate, of any excess SEP contributions to
the Participant's SEP-IRA for the applicable year. Such notification shall
specify the amount of the excess SEP contributions and the calendar year in
which the contributions are includible in income and must provide an explanation
of applicable penalties if the excess contributions are not withdrawn in a
timely fashion.
    6.5 NOTIFICATION REQUIREMENTS The notification to each affected Participant
of excess SEP contributions must specifically state in a manner calculated to be
understood by the average Employee:
        (a) The amount of the excess SEP contributions attributable to the
Participant's Elective Deferrals;
        (b) The calendar year in which the excess SEP contributions are
includible in gross income; and
        (c) That the Participant must withdraw the excess SEP contributions (and
allocable income) from the SEP-IRA by April 15 following the year of
notification by the Employer. Those excess contributions not withdrawn by April
15 following the year of notification will be subject to the IRA contribution
limitations of Code Section 219 and Section 408 for the preceding calendar year 
and thus may be considered an excess contribution to the Participant's IRA.
Such  excess contributions may be subject to the six percent tax on excess 
contributions under Code Section 4973. If income allocable to an excess SEP 
contribution is not withdrawn by April 15 following the year of notification by 
the Employer, the income may be subject to the ten percent tax on early 
distributions under Code Section 72(t) when withdrawn.
    6.6 EXCESS SEP CONTRIBUTIONS INCLUDIBLE IN INCOME Excess SEP contributions
are includible in the participating Employee's gross income on the earliest
dates any Elective Deferrals made on behalf of the Employee during the Plan Year
would have been received by the Employee had he or she originally elected to
receive the amounts in cash. However, if the excess SEP contributions (not
including allocable income) total less than $100, then the excess contributions
are includible in the Employee's gross income in the year of notification.
Income allocable to the excess SEP contributions is includible in the year of
withdrawal from the IRA.
    6.7 EXCISE TAXES AND PENALTIES If the Employer fails to notify any of the
affected Employees within 2 1/2 months following the end of the Plan Year of an
excess SEP contribution, the Employer must pay a tax equal to 10% of the excess
SEP contribution. If the Employer fails to notify employees by the end of the
Plan Year following the Plan Year in which the excess SEP contributions arose,
the SEP no longer will be considered to meet the requirements of Code Section
408(k)(6) and contributions in the Employee's IRA will be subject to the IRA
contribution limitations and thus may be considered excess contributions to the
Employee's IRA.
    6.8 WITHDRAWAL RESTRICTIONS The Employer shall notify each Participant who
makes an Elective Deferral for a Plan Year that, notwithstanding the prohibition
on withdrawal restrictions contained elsewhere in this Plan, any amount
attributable to such Elective Deferrals which is withdrawn or transferred before
the earlier of 2 1/2 months after the end of the particular Plan Year or the
date the Employer notifies its Employees that the Deferral Percentage
Limitations have been calculated, will be includible in income and possibly
subject to an early penalty tax.

ARTICLE VII
TOP-HEAVY RULES

    7.1 TOP-HEAVY MINIMUM CONTRIBUTION Each Plan Year for which the Plan is Top
Heavy under Code Section 416, each non-key Employee shall receive an allocation 
of Employer contributions equal to the lesser of 3% of Compensation or the
percentage of Compensation allocated to the Key Employee receiving the highest
percentage allocation. The Top-Heavy minimum contribution shall be satisfied
under this Plan unless the Employer designates another plan in the Adoption
Agreement.
    7.2 CONTRIBUTIONS COUNTED TOWARDS MINIMUM For purposes of satisfying the
minimum contribution requirement under Code Section 416, only Employer 
contributions shall be taken into account. Employee Elective Deferrals shall
not be considered.
    7.3 TOP-HEAVY DETERMINATION This Plan is Top-Heavy for a Plan Year if, as of
the last day of the previous Plan Year (or current Plan Year if this is the
first year of the Plan) the total of elective and non-elective contributions
made on behalf of Key Employees for all years this Plan has been in existence
exceeds 60% of such contributions for all Employees who were eligible to
participate. If the Employer maintains (or maintained within the prior five
years) any other SEP or defined contribution plan in which a Key Employee
participates (or participated), the contributions or account balances, whichever
is applicable, must be aggregated with the contributions made to this Plan. The
contributions (and 



19
<PAGE> 

account balances, if applicable) of an Employee who ceases to be a Key Employee
or of an individual who has not been in the employ of the Employer for the
previous five years shall be disregarded. The identification of Key Employees
and the Top-Heavy calculation shall be determined in accordance with Code 
Section 416 and the regulations thereunder.

ARTICLE VIII
ADMINISTRATION

    8.1 PLAN ADMINISTRATOR The Employer shall be the Plan's named fiduciary and
shall serve as Plan Administrator. As Plan Administrator, the Employer shall:
        (a) Carry out the provisions of the Plan including determining
eligibility of Employees, allocating contributions, and interpreting the Plan
when necessary,
        (b) Deliver all contributions to the Sponsor showing the amount to be
allocated to each Participant's IRA,
        (c) Communicate with Employees regarding their participation and
benefits under the Plan,
        (d) Advise Employees in writing of all contributions to their IRAs, and
        (e) Perform any other duties required of the Plan Administrator.
    8.2 SPONSOR The Sponsor shall be depository for individual IRAs established
by Plan Participants. As depository, the Sponsor shall:
        (a) Accept for deposit contributions transmitted by the Employer. The
Sponsor need not verify the amount of the contributions received or the amounts
allocated to individual IRAs provided that no contribution for an individual IRA
exceeds the lesser of $30,000 as indexed or 15% of the individual's Compensation
for the Plan Year, and
        (b) Administer each individual IRA in accordance with the provisions of
the Sponsor's IRA document.

ARTICLE IX
AMENDMENT AND TERMINATION

    9.1 AMENDMENT BY SPONSOR The Sponsor may amend or terminate any or all
provisions of this prototype plan at any time without obtaining the approval or
consent of any Employer or Participant, provided that no amendment shall
authorize or permit any part of an Employer's contribution to be used for or
diverted to purposes other than for the exclusive benefit of Participants. The
Sponsor will inform each adopting Employer of any amendments to or termination
of the prototype SARSEP.
    9.2 QUALIFICATION OF PROTOTYPE The Sponsor intends that this Plan will meet
the requirements of Code Section 408(k)(6) and the regulations thereunder as a
qualified Salary Reduction Simplified Employee Pension Plan. Should the
Commissioner of Internal Revenue or any delegate of the Commissioner at any time
determine that the Plan fails to meet the requirements of said Code
Section 408(k)(6), the Sponsor will amend the Plan so as to maintain its 
qualified status.
    9.3 AMENDMENT BY EMPLOYER The Employer may amend any option elected in the
Adoption Agreement provided that no amendment shall authorize or permit any part
of the Employer's contribution to be used for or diverted to purposes other than
for the exclusive benefit of Participants. If the Employer amends the Adoption
Agreement other than within the available options, the Employer may no longer
participate in this Plan.
    9.4 TERMINATION The Employer may terminate its Plan at any time by filing
written notice with the Sponsor. In such event, the Sponsor shall continue to
administer each Participant's IRA as provided under the IRA agreement. The
Sponsor may also terminate the prototype upon written notice to the Employer.

ARTICLE X
GOVERNING LAW

    Construction, validity and administration of the prototype plan, and any
Employer Plan as embodied in the prototype document and accompanying Adoption
Agreement, shall be governed by Federal law to the extent applicable and, to the
extent not applicable, by the laws of the State/Commonwealth in which the
principal office of the Sponsor is located.

<TABLE>

<S>                                                 <C>
INTERNAL REVENUE SERVICE                            Department of the Treasury
Prototype SEP with Salary Reduction Feature 002
FFN: 50441601900-002 Case: 9580093 EIN: 74-1894784  Washington, D.C. 20224
Letter Serial No. C410671b       

AIM DISTRIBUTORS INC.                               Person to Contact: Ms. Arrington
11 GREENWAY PLAZA SUITE 1919                        Telephone Number: (202) 622-8173
HOUSTON, TEXAS  77046                               Refer Reply to: CP:E:EP:T1         
                                                              Date: 11-13-95
</TABLE>

Dear Applicant:

In our opinion, the amendment to the form of your Simplified Employee Pension
(SEP) arrangement does not adversely affect its acceptability under section
408(k) of the Internal Revenue Code. This SEP arrangement is approved for use
only in conjunction with an Individual Retirement Arrangement (IRA) which meets
the requirements of Code section 408 and has received a favorable opinion
letter, or a model IRA (Forms 5308 and 5305-A).

Employers who adopt this approved plan will be considered to have a retirement
savings program that satisfies the requirements of Code section 408 provided
that it is used in conjunction with an approved IRA. Please provide a copy of
this letter to each adopting employer.

Code section 408(l) and related regulations require that employers who adopt
this SEP arrangement furnish employees in writing certain information about this
SEP arrangement and annual reports of savings program transactions.

Your program may have to be amended to include or revise provisions in order to
comply with future changes in the law or regulations.

If you have any questions concerning IRS processing of this case, call us at the
above telephone number. Please refer to the Letter Serial Number and File Folder
Number shown in the heading of this letter. Please provide those adopting this
plan with your phone number, and advise them to contact your office if they have
any questions about the operation of this plan.

You should keep this letter as a permanent record. Please notify us if you
terminate the term of this plan.

                                    Sincerely yours,



                                    /s/ [ILLEGIBLE]
                                    -----------------------------------------
                                    Chief, Employee Plans Technical Branch 1


20
<PAGE> 
                                                        [AIM LOGO APPEARS HERE]
Form 5305-A (Rev. October 1992) Department of the Treasury  
Internal Revenue Service
INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT
(under Section 408(a) of the Internal Revenue Code)



A I M DISTRIBUTORS, INC. CUSTODIAN AGREEMENT

ARTICLE I

    The Custodian may accept additional cash contributions on behalf of the
Depositor for a tax year of the Depositor. The total cash contributions are
limited to $2,000 for the tax year unless the contribution is a rollover
contribution described in section 402(c) (but only after December 31, 1992),
403(a)(4), 403(b)(8), 408(d)(3), or an employer contribution to a simplified
employee pension plan as described in section 408(k). Rollover contributions
before January 1, 1993, include rollovers described in section 402(a)(5),
402(a)(6), 402(a)(7), 403(a)(4), 403(b)(8), 408(d)(3), or an employer
contribution to a simplified employee pension plan as described in section
408(k).

ARTICLE II

    The Depositor's interest in the balance in the custodial account is
nonforfeitable.

ARTICLE III

    1. NO PART OF THE CUSTODIAL FUNDS may be invested in life insurance
contracts, nor may the assets of the custodial account be commingled with other
property except in a common trust fund or common investment fund (within the
meaning of section 408(a)(5)).
    2. NO PART OF THE CUSTODIAL FUNDS may be invested in collectibles (within
the meaning of section 408(m)) except as otherwise permitted by section
408(m)(3) which provides an exception for certain gold and silver coins and
coins issued under the laws of any state.

ARTICLE IV

    1. NOTWITHSTANDING ANY PROVISION of this agreement to the contrary, the
distribution of the Depositor's interest in the custodial account shall be made
in accordance with the following requirements and shall otherwise comply with
section 408(a)(6) and Proposed Regulations section 1.408-8, including the
incidental death benefit provisions of Proposed Regulations section 1.401(a)
(9)-2, the provisions of which are incorporated by reference.
    2. UNLESS OTHERWISE ELECTED by the time distributions are required to begin
to the Depositor under paragraph 3, or to the surviving spouse under paragraph
4, other than in the case of a life annuity, life expectancies shall be
recalculated annually. Such election shall be irrevocable as to the Depositor
and the surviving spouse and shall apply to all subsequent years. The life
expectancy of a nonspouse beneficiary may not be recalculated.
    3. THE DEPOSITOR'S ENTIRE INTEREST in the custodial account must be, or
begin to be, distributed by the Depositor's required beginning date (April 1
following the calendar year end in which the Depositor reaches age 70 1/2. By
that date, the Depositor may elect, in a manner acceptable to the Custodian, to
have the balance in the custodial account distributed in:
        (a) A single-sum payment.
        (b) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the life of the Depositor.
        (c) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the joint and last survivor lives of
the Depositor and his or her designated beneficiary.
        (d) Equal or substantially equal annual payments over a specified period
that may not be longer than the Depositor's life expectancy.
        (e) Equal or substantially equal annual payments over a specified period
that may not be longer than the joint life and last survivor expectancy of the
Depositor and his or her designated beneficiary.
    4. IF THE DEPOSITOR DIES before his or her entire interest is distributed to
him or her, the entire remaining interest will be distributed as follows:
        (a) If the Depositor dies on or after distribution of his or her
interest has begun, distribution must continue to be made in accordance with
paragraph 3.
        (b) If the Depositor dies before distribution of his or her interest has
begun, the entire remaining interest will, at the election of the Depositor or,
if the Depositor has not so elected, at the election of the beneficiary or
beneficiaries, either
            (i) Be distributed by the December 31 of the year containing the
fifth anniversary of the Depositor's death, or
            (ii) Be distributed in equal or substantially equal payments over
the life expectancy of the designated beneficiary or beneficiaries starting by
December 31, of the year following the year of the Depositor's death. If,
however, the beneficiary is the Depositor's surviving spouse, then this
distribution is not required to begin before December 31 of the year in which
the Depositor would have turned age 70 1/2.
        (c) Except where distribution in the form of an annuity meeting the
requirements of section 408(b)(3) and its related regulations has irrevocably
commenced distributions are treated as having begun on the Depositor's required
beginning date, even though payments may actually have been made before that
date.
        (d) If the Depositor dies before his or her entire interest has been
distributed and if the beneficiary is other than the surviving spouse, no
additional cash contributions or rollover contributions may be accepted in the
account.
    5. IN THE CASE OF DISTRIBUTION over life expectancy in equal or
substantially equal annual payments, to determine the minimum annual payment for
each year, divide the Depositor's entire interest in the Custodial account as of
the close of business on December 31 of the preceding year by the life
expectancy of the Depositor (or the joint life and last survivor expectancy of
the Depositor and the Depositor's designated beneficiary, or the life expectancy
of the designated beneficiary, whichever applies). In the case of distributions
under paragraph 3, determine the initial life expectancy (or joint life and last
survivor expectancy) using the attained ages of the Depositor and designated
beneficiary as of their birthdays in the year the Depositor reaches age 70 1/2.
In the case of distribution in accordance with paragraph 4(b)(ii), determine
life expectancy using the attained age of the designated beneficiary as of the
beneficiary's birthday in the year distributions are required to commence.
    6. THE OWNER OF TWO OR MORE INDIVIDUAL RETIREMENT ACCOUNTS may use the
"alternative method" described in Notice 88-38, 1988-1 C.B. 524 to satisfy the
minimum distribution requirements described above. This method permits an
individual to satisfy these requirements by taking from one individual
retirement account the amount required to satisfy the requirement for another.

ARTICLE V

    1. THE DEPOSITOR AGREES to provide the Custodian with information necessary
for the Custodian to prepare any reports required under section 408(i) and
Regulations sections 1.408-5 and 1.408.6.
    2. THE CUSTODIAN AGREES to submit reports to the Internal Revenue Service
and the Depositor prescribed by the Internal Revenue Service.

ARTICLE VI

    Notwithstanding any other articles which may be added or incorporated, the
provisions of Articles I through III and this sentence will be controlling. Any
additional articles that are not consistent with section 408(a) and the related
regulations will be invalid.

ARTICLE VII

    This agreement will be amended from time to time to comply with the
provisions of the Code and related regulations. Other amendments may be made
with the consent of the persons whose signatures appear below.

ARTICLE VIII

    1. PURSUANT TO THE TERMS of this A I M Distributors, Inc. Individual
Retirement Custodial Account Agreement and the related IRA Account Application
(referred to herein as the "IRA Adoption Agreement") (such Agreements being
collectively referred to herein as the "Agreement"), the Depositor directs the
Custodian to invest all custodial account funds after deductions for sales
charges and Custodian fees, in shares issued by the investment company or
companies selected by the Depositor on the related IRA Adoption Agreement, until
the Depositor hereafter gives the Custodian contrary instructions pursuant to
Article XIII below. The investment companies from which the Depositor may select
are enumerated on the applicable list prepared by A I M Distributors, Inc. (the


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"Distributor"), a copy of which accompanies the Adoption Agreement. Such
investment companies are part of "The AIM Family of Funds," which are managed
or advised by subsidiaries of A I M Management Group Inc., and any such
investment company will hereafter be referred to as "Investment Company."
    2. (i) ANNUAL CASH CONTRIBUTIONS:
    The Depositor may make annual cash contributions to the account within the
limits specified in Article I. All contributions shall be hand delivered or
mailed to the Custodian by the Depositor, with an indication of the taxable year
to which such contribution relates. Additionally, if the Depositor's employer
maintains a qualified simplified employee pension (SEP), such employer may
contribute on behalf of the Depositor, the lesser of 15% of the Depositor's
compensation from such employer or $30,000.
        (ii) ROLLOVER CONTRIBUTIONS:
    In addition to any annual contributions referred to in Paragraph (i) above,
but subject to this Paragraph (ii), the Depositor may contribute to the account,
at any time, a rollover contribution of such cash or other property as shall
constitute a rollover amount or contribution under section 402(a)(5), 402(a)(7),
403(a)(4), 403(b)(8) or 408(d)(3) of the Code. The Custodian will accept for the
account all rollover contributions which consist of cash, and it may, but shall
be under no obligation to, accept any other rollover contribution. In the case
of rollover contributions composed of assets other than cash, the prospective
Depositor shall provide the Custodian with a description of such assets and such
other information as the Custodian may reasonably require. The Custodian may
accept all or any part of such a rollover contribution if it determines that the
assets of which such contribution consists are either in a medium proper for
investment hereunder or that the assets can be promptly liquidated for cash.
    The Depositor warrants that any rollover contribution to the account
consists of cash, the same property received in the distribution or, in the case
of amounts distributed to the Depositor from a qualified employer's plan or
annuity, the proceeds from the sale of the same property received in the
distribution. The Depositor also warrants that in the case of a rollover into
the account of amounts distributed to the Depositor from a qualified employer's
plan or annuity, only amounts in excess of the amounts considered to be the
Depositor's employee contributions included in such distribution constitute the
contribution to this account. Additionally, the Depositor affirms that the
contribution to the account does not consist of amounts received from an
inherited individual retirement account or annuity. An individual retirement
account or annuity shall be treated as inherited if it was acquired by reason of
the death of an individual other than the Depositor's spouse. The Depositor also
affirms that in the case of a rollover into the account of amounts distributed
from an individual retirement account or annuity or retirement bond, he has not
during the one year period ending on the date of the distribution received any
other distribution from an individual retirement account or annuity or
retirement bond which constituted a rollover contribution (as described in
section 408(d)(3) of the Code).
    3. THE DEPOSITOR SHALL BE FULLY AND SOLELY RESPONSIBLE for all taxes,
interest and penalties which might accrue or be assessed by reason of any excess
deposit, and interest, if any, earned thereon. Any contributions made by or on
behalf of the Depositor in respect of a taxable year of the Depositor shall be
made by or on behalf of the Depositor to the Custodian for deposit in the
custodial account within the time period for claiming any income tax deduction
for such taxable year. It shall be the sole responsibility of the Depositor to
determine the amount of the contributions made hereunder. The Depositor shall
execute such forms as the Custodian may require in connection with any
contribution hereunder.

ARTICLE IX

    1. THE CUSTODIAN SHALL from time to time, subject to the provisions of
Articles IV and V, make distributions out of the custodial account to the
Depositor, in such manner and amounts as may be specified in written
instructions of the Depositor. All such instructions shall be deemed to
constitute a certification by the Depositor that the distribution so directed is
one that the Depositor is permitted to receive. A declaration of the Depositor's
intention as to the disposition of an amount distributed pursuant to Article V
hereof shall be in writing and given to the Custodian. The Custodian shall have
no liability with respect to any contribution to the custodial account, any
investment of assets in the custodial account or any distribution therefrom
pursuant to instructions received from the Depositor or pursuant to this
Agreement, or for any consequences to the Depositor arising from such
contributions, investments or distributions including, but not limited to,
excise and other taxes and penalties which might accrue or be assessed by reason
thereof, nor shall the Custodian be under any duty to make any inquiry or
investigation with respect thereto.
    2. IF THE DEPOSITOR IS DISABLED (as defined in Section 72(m) of the Code),
all or a portion of the balance in the custodial account may be distributed to
him/her as soon as practicable after the Custodian receives written notice of
the Depositor's disability and a written request for distribution. The Custodian
may require such proof of disability as it deems necessary prior to the time
that amounts are distributed to the Depositor due to such disability.
    3. THE DEPOSITOR SHALL BE fully and solely responsible for all taxes and
penalties which might accrue or be assessed for having failed to make the annual
minimum withdrawal required in any year.

ARTICLE X

    A Depositor shall have the right to designate a beneficiary or beneficiaries
to receive any amounts remaining in his account in the event of his death. Any
prior beneficiary designation may be changed or revoked at any time by a
Depositor by written designation signed by the Depositor on a form acceptable
to, and filed with, the Custodian; provided, however, that such designation, or
change or revocation of a prior designation shall not become effective until it
has been received by the Custodian, nor shall it be effective unless received by
the Custodian no later than thirty days before the death of the Depositor, and
provided further that the last such designation of beneficiary or change or
revocation of beneficiary executed by the Depositor, if received by the
Custodian within the time specified, shall control. Unless otherwise provided in
the beneficiary designation, amounts payable by reason of the Depositor's death
will be paid in equal shares only to the primary beneficiary or beneficiaries
who survive the Depositor, or, if no primary beneficiary survives the Depositor,
to the contingent beneficiary or beneficiaries who survive the Depositor. If the
Depositor had not, by the date of his death, properly designated a beneficiary
in accordance with the preceding sentences, or if no designated beneficiary
survives the Depositor, then the Depositor's beneficiary shall be the
Depositor's surviving spouse, or if there is no surviving spouse, the
Depositor's estate.

ARTICLE XI

    1. ANY ADMINISTRATIVE OR OTHER FEES of the Custodian and its agents for
performing duties pursuant to this Agreement shall be in such amount as shall be
established from time to time. The Depositor agrees to pay the Custodian the
fees specified in its current fee schedule and authorizes the Custodian to
charge the Depositor's custodian account for the amount of such fees.
    2. UPON THIRTY DAYS' PRIOR WRITTEN NOTICE, the Custodian may substitute a
new fee schedule. The Custodian's fees, any income, gift, estate and inheritance
taxes and other taxes of any kind whatsoever, including transfer taxes incurred
in connection with the investment or reinvestment of the assets of the custodial
account, that may be levied or assessed in respect of such assets, and all other
administrative expenses incurred by the Custodian in the performance of its
duties including fees for legal services rendered to the Custodian, may be
charged to the custodial account with the right to liquidate Investment Company
shares for this purpose, or at the Custodian's option, shall be billed to the
Depositor directly.

ARTICLE XII

    1. THIS AGREEMENT SHALL take effect only when accepted and signed by the
Custodian. As directed, the Custodian shall then open and maintain a separate
custodial account for Depositor and invest the initial contribution hereunder in
shares of the Investment Company. Where the IRA Adoption Agreement is checked
for spousal accounts, separate custodial accounts will be opened and maintained
in each spouse's name. The amounts specified in the IRA Adoption Agreement shall
be credited to each spouse's separate custodial account except that no more than
$2,000 shall be credited to either custodial account.
    2. THE CUSTODIAN SHALL invest subsequent contributions as directed. If any
such written instructions are not received as required however, or if received,
are in the opinion of the Custodian unclear, or if the accompanying contribution
exceeds $2,000 for the Depositor and/or $2,000 for the Depositor's spouse, the
Custodian may hold or return all or a portion of the contribution uninvested
without liability for loss of income or appreciation, and without liability for
interest, pending receipt of written instructions or clarification.
    3. ALL DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS, less charges, received on
Investment Company shares held in the custodial account shall (unless received
in additional such shares) be reinvested in shares of the Investment Company,
which shall be credited to the custodial account. If any distribution on such
shares may be received at the election of the Depositor in additional such
shares or in cash or other property, the Custodian shall elect to receive it in
additional Investment Company shares.
    4. ALL INVESTMENT COMPANY SHARES ACQUIRED by the Custodian hereunder shall
be registered in the name of the Custodian (with or without identifying the
Depositor) or of its nominees. The Custodian shall deliver, or cause to be
executed and delivered, to the Depositor all notices, prospectuses, financial
statements, proxies and proxy solicitation materials relating to such Investment
Company shares held in the custodial account. The Custodian shall not vote any
Investment Company shares except in accordance with the written instructions
received from the Depositor.

ARTICLE XIII

    1. THE CUSTODIAN SHALL keep adequate records of transactions it is required
to perform hereunder. Not later than six months after the close of each calendar
year or after the Custodian's registration or removal pursuant to Article XV
below, 



22
<PAGE> 

the Custodian shall render to the Depositor or the Depositor's legal
representative a written report or reports reflecting the transactions effected
by it during such period and the assets and liabilities of the custodial account
at the close of the period. Sixty days after rendering such report(s), the
Custodian shall (to the extent permitted by law) be forever released and
discharged from all liability and accountability to anyone with respect to its
acts and transactions shown in or reflected by such report(s), except with
respect to those as to which the Depositor or the Depositor's legal
representative shall have filed written objections with the Custodian within the
latter such sixty-day period.
    2. THE CUSTODIAN SHALL receive and invest contributions as directed by the
Depositor, hold and distribute such investments, and keep adequate records and
reports thereon, all in accordance with this Agreement. The parties do not
intend to confer any other fiduciary duties of the Custodian, and none shall be
implied. The Custodian shall not be liable (and assumes no responsibility) for
the collection of contributions, the deductibility or propriety of any
contribution under this Agreement, or the purposes or propriety of any
distribution from the account, which matters are the responsibility of the
Depositor or the Depositor's legal representative.
    3. THE DEPOSITOR, to the extent permitted by law, shall always fully
indemnify the Custodian and save it harmless from any and all liability
whatsoever which may arise in connection with this Agreement and matters which
it contemplates, except that which arises due to the Custodian's negligence and
willful misconduct. The Custodian shall not be obligated or expected to commence
or defend any legal action or preceding in connection with this Agreement or
such matters unless agreed upon by the Custodian and Depositor or said legal
representative, and unless fully indemnified for so doing to the Custodian's
satisfaction.
    4. THE CUSTODIAN MAY conclusively rely upon and shall be protected in acting
upon any written order from the Depositor or the Depositor's legal
representative or any other notice, request, consent, certificate or other
instruments or paper believed by it to be genuine and to have been properly
executed, and as long as it acts in good faith in taking or omitting to take any
other action in reliance thereon.

ARTICLE XIV

    1. THE CUSTODIAN MAY resign at any time upon thirty days' notice in writing
to the Depositor, and may be removed by the Depositor at any time upon thirty
days' notice in writing to the Custodian. Upon such resignation or removal, the
Depositor shall appoint a successor custodian to serve under this Agreement.
Upon receipt by the Custodian of written acceptance of such appointment by the
successor custodian, the Custodian shall transfer to such successor the assets
of the custodial account and all necessary records (or copies thereof)
pertaining thereto, provided that (at the Custodian's request) any successor
custodian shall agree not to dispose of any such records without the Custodian's
consent. The Custodian is authorized, however, to reserve such assets as it may
deem advisable for payment of any other liabilities constituting a charge on or
against the assets of the custodial account or on or against the Custodian, with
any balance of such reserve remaining after the payment of all such items to be
paid over to the successor custodian.
    2. THE CUSTODIAN SHALL NOT be liable for the acts or omissions of such
successor custodian.
    3. THE CUSTODIAN, AND EVERY SUCCESSOR CUSTODIAN appointed to serve under
this Agreement, must be a bank (as defined in Section 408(n) of the Code) or
such other person who qualifies with the Internal Revenue Service to serve in
the manner prescribed by Code section 408(a)(2) and satisfies the Custodian,
upon request, as to such qualification.
    4. AFTER THE CUSTODIAN HAS transferred the custodial account assets
(including any reserve balance as contemplated above) to the successor
custodian, the Custodian shall be relieved of all further liability with respect
to this Agreement, the custodial account and the assets thereof.

ARTICLE XV

    1. THE CUSTODIAN SHALL terminate the custodial account and pay the proceeds
of the account to the depositor if within thirty days after the resignation or
removal of the Custodian pursuant to Article XV above, the Depositor has not
appointed a successor custodian which has accepted such appointment unless
within that time the Distributor appoints such successor and gives written
notice thereof to the Depositor and the Custodian. The Distributor shall have
the right, but not the duty, to appoint such a successor. Termination of the
custodial account shall be effected by distributing all of the assets therein in
cash or in kind to the Depositor in a lump sum, subject to the Custodian's right
to reserve funds as provided in said Article XV.
    2. UPON TERMINATION of the custodial account in any manner provided for in
this Article XVI, this Agreement shall terminate and have no further force and
effect, and the Custodian shall be relieved from all further liability with
respect to this Agreement, the custodial account and all assets thereof so
distributed.

ARTICLE XVI

    1. ANY NOTICE FROM THE CUSTODIAN TO THE DEPOSITOR provided for in this
Agreement shall be effective when mailed if sent by first class mail to the
Depositor at the Depositor's last known address as shown on the Custodian's
records. Any notice required or permitted to be given to the Custodian, shall
become effective upon actual receipt by the Custodian at such address as the
Custodian shall provide the Depositor from time to time in writing.
    2. THIS AGREEMENT is accepted by the Custodian and shall be construed and
administered in accordance with the laws of The Commonwealth of Massachusetts.
The Custodian and the Depositor hereby waive and agree to waive right to trial
by jury in an action or proceeding instituted in respect to this custodial
account. The Depositor further agrees that the venue of any litigation between
him and the Custodian with respect to the custodial account shall be in the
County of Suffolk, The Commonwealth of Massachusetts.
    3. THIS AGREEMENT is intended to qualify under section 408 of the Code as an
Individual Retirement Account and to entitle the Depositor to any retirement
savings deduction which he may qualify for under section 219 of the Code, and if
any provision hereof is subject to more than one interpretation or any term used
herein is subject to more than one construction, such ambiguity shall be
resolved in favor of that interpretation or construction which is consistent
with that intent.
    4. ALL PROVISIONS IN THIS AGREEMENT ARE subject to the Code and to
regulations promulgated thereunder. In the event that any one or more of the
provisions contained in this Agreement shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement.
    5. THE CUSTODIAN SHALL have no duties whatsoever except such duties as it
specifically agrees to in writing, and no implied covenants or obligations shall
be read into this Agreement against the Custodian. The Custodian shall not be
liable under this Agreement, except for its own bad faith, gross negligence or
willful misconduct.
    6. NO INTEREST, RIGHT OR CLAIM IN OR TO ANY PART of the custodial account or
any payment therefrom shall be assignable, transferable, or subject to sale,
mortgage, pledge, hypothecation, communication, anticipation, garnishment,
attachment, execution, or levy of any kind and the Custodian shall not recognize
any attempt to assign, transfer, sell, mortgage, pledge, hypothecate, commute or
anticipate the same, except as required by law.
    7. THE DEPOSITOR HEREBY DELEGATES to the Custodian the power to amend this
Agreement from time to time as it deems appropriate, and hereby consents to all
such amendments, provided, however, that all such amendments are in compliance
with the provisions of the Code and the regulations promulgated thereunder. All
such amendments shall be effective as of the date specified in a written notice
of amendment which will be sent to the Depositor.

INSTRUCTIONS
(Section references are to the Internal Revenue Code unless otherwise noted.)

PURPOSE OF FORM
    This model custodial account agreement may be used by an individual who
wishes to adopt an individual retirement account under section 408(a). When
fully executed by the Depositor and the Custodian not later than the time
prescribed by law for filing the Federal income tax return for the Depositor's
tax year (not including any extensions thereof), a Depositor will have an
individual retirement account (IRA) custodial account which meets the
requirements of section 408(a). This account must be created in the United
States for the exclusive benefit of the Depositor or his/her beneficiaries.

DEFINITIONS

    CUSTODIAN. -- The Custodian must be a bank or savings and loan association,
as defined in section 408(n), or other person who has the approval of the
Internal Revenue Service to act as custodian.

    DEPOSITOR. -- The Depositor is the person who establishes the custodial
account.

IRA FOR NON-WORKING SPOUSES

    Contributions to an IRA custodial account for a non-working spouse must be
made to a separate IRA custodial account established by the non-working spouse.
    This form may be used to establish the IRA custodial account for the
non-working spouse.
    An employee's social security number will serve as the identification number
of his or her individual retirement account. An employer identification number
is only required for each participant-directed individual retirement account. An
employer identification number is required for a common fund created for
individual retirement accounts.
    For more information, obtain a copy of the required disclosure statement
from your custodian or get Publication 590, Individual Retirement Arrangements.
(IRAs).


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<PAGE> 

SPECIFIC INSTRUCTIONS

    ARTICLE IV -- Distribution made under this Article may be made in a single
sum, periodic payment, or a combination of both. The distribution option should
be reviewed in the year the Depositor reaches age 70 1/2 to make sure the
requirements of section 408(a)(6) have been met.

    ARTICLE IX -- This article and any that follow it may incorporate additional
provisions that are agreed upon by the Depositor and the Custodian to complete
the agreement. These may include, for example: definitions, investment powers,
voting rights, exculpatory provisions, amendment and termination, removal of
Custodian, Custodian's fees, state law requirements, beginning date of
distributions, accepting only cash, treatment of excess contributions,
prohibited transactions with the Depositor, etc. Use additional pages if
necessary and attach them to this form.
    Note: This form may be reproduced and reduced in size for adoption to
passbook or card purposes.


THE AIM FAMILY OF FUNDS --Registered Trademark--
INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT
DISCLOSURE STATEMENT

    Under applicable federal regulations, a custodian of an individual
retirement account is required to furnish each depositor who has established or
is establishing an individual retirement account with a statement which
discloses certain information regarding the account. Boston Safe Deposit and
Trust Company (hereinafter referred to as the "Custodian") is providing this
Disclosure Statement to you in accordance with that requirement, and this
Disclosure Statement contains general information about the The AIM Family of
Funds --Registered Trademark-- Individual Retirement Custodial Account 
(hereinafter referred to as "IRA"). This Disclosure Statement should be reviewed
in conjunction with both the Individual Retirement Custodial Account agreement 
(From 5305-A and any attachments thereto, hereinafter referred to as the 
"Custodial Agreement") and the Adoption Agreement for your IRA. You should 
review this Disclosure Statement and the IRA documents with your attorney or 
tax advisor. The Custodian cannot give tax advice or determine whether or not 
the IRA is appropriate for you.

A.  SEVEN DAY RIGHT TO REVOKE YOUR IRA.

    You may revoke your IRA at any time within seven business days after the
date the IRA is established, by giving proper notice. For purposes of
revocation, it will be assumed that you received the Disclosure Statement no
later than the date of your check with which you opened your IRA. Written notice
must be hand delivered or sent by first class mail, in which case, the
revocation will be effective as of the date the notice is postmarked (or if sent
by certified or registered mail, the date of certification or registration).
Notice of revocation should be made to: A I M Distributors, Inc., Eleven
Greenway Plaza, Suite 1919, P.O. Box 4739, Houston, Texas 77210-4739, Attention:
Shareholder Services Department, area code (800) 959-4246. If you revoke your
IRA, you are entitled to a refund of your entire contribution to the IRA,
without adjustment for such items as sales commissions, administrative expenses
or fluctuation in market value. If you do not revoke within seven business days
after the establishment of the IRA, you will be deemed to have accepted the
terms and conditions of the IRA and cannot later revoke the IRA without certain
potential penalties.

B.  STATUTORY REQUIREMENTS.

    An IRA is a trust or custodial account created or organized in the United
States for your exclusive benefit or that of your beneficiaries. It must be
created by a written governing instrument that meets the following requirements:
    (1) THE TRUSTEE OR CUSTODIAN MUST BE A BANK, federally insured credit union,
savings and loan association or another person eligible to act as trustee or
custodian;
    (2) EXCEPT FOR ROLLOVER CONTRIBUTIONS (as described in Part F below), no
contribution will be accepted unless it is in cash or cash equivalent,
including, but not by way of limitation, personal checks, cashier's checks, and
wire transfers;
    (3) EXCEPT FOR ROLLOVERS, simplified employee pension ("SEP") contributions,
and spousal IRA contributions described below, contributions of more than $2,000
for any tax year may not be made;
    (4) YOU WILL HAVE A NONFORFEITABLE INTEREST IN THE ACCOUNT;
    (5) NO PART OF THE TRUST OR CUSTODIAL FUNDS will be invested in life
insurance contracts, nor may the assets be commingled with other property except
in a common trust fund or common investment fund. Furthermore, as provided in
section 408(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
your IRA may not be invested in "collectibles," such as art works, antiques,
metals, gems, stamps, coins (with an exception for certain U.S.-minted gold and
silver coins), and certain other types of tangible personal property. An
investment in a collectible would be treated as a distribution from your IRA
which would be includible in your gross income, and, if you had not attained the
age of 59 1/2, the distribution would also be subject to the premature
distribution penalty as discussed in Part E(4) below;
    (6) YOUR ENTIRE INTEREST IN THE ACCOUNT MUST BE, or begin to be, distributed
on or before April 1 of the calendar year following the calendar year in which
you reach age 70 1/2. The distribution may be made in a single sum, or you may
receive periodic distributions, so long as your entire interest is distributed
in equal or substantially equal payments over any of the following periods:
        (a) your life;
        (b) the lives of you and your designated beneficiary;
        (c) a period certain not extending beyond your life expectancy;
        (d) a period certain not extending beyond the life expectancy of you and
your designated beneficiary.
    If the distributions from your IRA are to be made over one of the foregoing
periods, the amount distributed each year must meet the minimum distribution
requirements set forth in your IRA Custodial Agreement, or you will incur a
penalty as described in Part E(8) below;
    (7) IF YOU DIE AFTER DISTRIBUTIONS HAVE commenced but before your entire
interest has been distributed to you, payments must continue at least as rapidly
as under the method of distribution in effect, at your death. If you die before
distributions have commenced, generally your entire interest must be distributed
within five years of your death. However, if your interest is payable to a
designated beneficiary, payments may be made over the life or a period not
exceeding the life expectancy of the beneficiary; provided, however, that such
payments must commence within one year of your death unless your designated
beneficiary is your surviving spouse, in which case payments need not commence
until the date on which you would have attained age 70 1/2. You should advise
the Custodian as to your beneficiary and the method of distribution desired.

C.  INVESTMENT OF YOUR IRA.

    Under the terms of the Custodial Agreement, your contributions will be
invested by the Custodian in full and fractional shares of the investment
company or companies that you select. As provided in the Custodial Agreement,
you may only invest your IRA Funds in shares of investment companies which are
part of "The AIM Family of Funds --Registered Trademark--," which are managed 
or advised by subsidiaries of A I M Management Group Inc. You will be provided
with a list of the investment companies from which you may choose to invest. 
Subject to the foregoing and to any additional restrictions described in the 
Custodial Agreement, you have complete control over the investment of your IRA 
Funds. The Custodian will not provide any form of investment advice or make 
investment recommendations of any type, so you will make all investment 
decisions on the basis of information you obtain from other sources. When you 
make a decision on how you wish to invest Funds held in your IRA, you should 
provide the Custodian with specific instructions, detailing your investment 
decision so that the Custodian can effectuate such investments as provided in 
your IRA Custodial Agreement. If you fail to direct the Custodian as to the 
Investment of all or any portion of your IRA account, the Custodian shall hold 
such uninvested amount in your account and shall incur no liability for 
interest or earnings thereon. All dividends and capital gain distributions 
received on shares of an investment company held in your IRA will be reinvested
in shares of that investment company, if available, which shall be credited to 
the Custodian account. Detailed information about the shares of the AIM fund(s)
you select must be furnished to you in the form of prospectuses governed by 
rules of the Securities and Exchange Commission.

D.  LIMITATIONS AND RESTRICTIONS ON IRA CONTRIBUTIONS AND DEDUCTIONS.

    Except in the case of rollover contributions (see Part F below), generally
you may contribute up to the lesser of $2,000 or 100% of your compensation
(earned income) to your IRA for any taxable year. A non-working spouse may
contribute up to $2,000 to a separate IRA.
    Section 219 of the Code contains special provisions governing whether
amounts contributed to your IRA will be deductible from gross income for federal
income tax purposes. To the extent you are not eligible or elect not to make
deductible IRA contributions, you may make nondeductible IRA contributions
within the aforementioned limits which are reduced by the amount of any
deductible contributions. The following is a summary of the rules regarding the
deductibility of contributions to your IRA. You should consult your tax advisor
to determine the specific application of such rules to your IRA contributions
for any particular taxable year.
    (1) IF NEITHER YOU, NOR YOUR SPOUSE, IS an "active participant" (as
determined under section 219(g) of the Code and any regulations or rulings
thereunder) in a retirement plan during any part of the taxable year, you may
take a deduction for contributions to your IRA for such taxable year in an
amount equal to the lesser of $2,000 or 100% of your compensation (earned
income) for such taxable year.
    (2) IF EITHER YOU, OR YOUR SPOUSE (unless you file separate income tax
returns as noted below), is considered an "active participant" in a retirement


24
<PAGE> 

plan for any part of the taxable year, the extent, if any, to which
contributions to your IRA will be deductible depends on the amount of your
adjusted gross income ("AGI"). The maximum IRA deduction as specified in
Paragraph (1) above will be reduced in the same ratio that the excess of your
AGI over $25,000 (for a single individual), $40,000 (for a married couple filing
jointly) and zero (for a married couple filing separately) bears to $10,000.
Thus, if you are an active participant in a retirement plan, no IRA deduction
will be permitted if:
        (a) You are a single individual with AGI in excess of $35,000,
        (b) you are married and file a joint return with AGI in excess of
$50,000, or
        (c) you are married, file separate returns and either you or your spouse
have AGI in excess of $10,000.
    (3) IF YOU ARE MARRIED and your spouse has no compensation for the taxable
year, or elects to be treated as having no compensation for such year, you are
permitted an additional deduction in the amount of $250 for contributions to an
IRA for the benefit of your spouse provided that your spouse has not attained
age 70 1/2 and you file a joint income tax return for such year, subject to the
provisions of (1) or (2) above, whichever is applicable. (see below)
    You will be considered an "active participant" for any particular taxable
year if you are covered by a retirement plan for any part of such year.
Generally, you will be considered covered by a retirement plan for a year if
your employer or union has a retirement plan under which money is added to your
account or you are eligible to earn retirement credits for such year. For
example, if you are covered under a profit-sharing plan, certain government
plans, a salary reduction arrangement (such as a tax-sheltered annuity
arrangement or a 401(k) plan), a SEP or a plan which promises you a retirement
benefit which is based upon the number of years of service you have with the
employer, you are likely to be an active participant. Your Form W-2 for the year
should indicate your participation status. You are an active participant for a
year even if you are not yet vested in your retirement benefit. Also, if you
make required contributions or voluntary employee contributions to a retirement
plan, you are an active participant. In certain plans you may be an active
participant even if you were only with the employer for part of the year. You
should note that if you are married but file a separate tax return, and you did
not live with your spouse at any time during the taxable year, your spouse's
active participation does not affect your ability to make deductible
contributions.
    No deduction will be allowed under (1) or (2) above for any contribution
which is made for the taxable year during which you attain age 70 1/2 or for any
subsequent year. You are permitted to contribute and deduct up to $4,000 for
contributions to your IRA and a spousal IRA, subject to the provisions of (1)
and (2) above. However, in no event shall the contribution to either IRA exceed
$2,000. It should be noted that if both you and your spouse work, each may
contribute up to $2,000 of compensation (earned income) to his or her own IRA.
    If your employer maintains a SEP, your employer may contribute to your IRA
up to the lesser of 15% of your compensation from such employer or $30,000.
Since SEP contributions are excluded from your gross income, such contributions
are not deductible for federal income tax purposes.
    If contributions to your IRA are deductible as outlined above, you may claim
such deduction even if you do not itemize your deductions on your federal income
tax return. You must make contributions to your IRA during the taxable year for
which you claim the deduction or by the deadline for filing your federal income
tax return for such year (without regard to any filing deadline extension). For
example, if you are a calendar-year taxpayer, you must make contributions no
later than April 15th in order to take a deduction for the previous year.
    If any portion of a contribution to your IRA is nondeductible as outlined
above, you must so designate on your federal income tax return, as required
under section 408(o)(4) of the Code and file From 8606 with your tax return.

E.  FEDERAL INCOME TAX STATUS OF THE IRA AND CERTAIN DISTRIBUTIONS.

    (1) IN GENERAL. Except as described below, your IRA and earnings thereon are
exempt from federal income tax until distributions are made from the IRA.
    (2) TAX TREATMENT OF DISTRIBUTIONS. If all contributions to your IRA (other
than rollover contributions) have been deductible for federal income tax
purposes then all distributions from your IRA will be taxable as ordinary
income. However, if you have made any nondeductible IRA contributions,
distributions from your IRA will be treated as partially a return of deductible
contributions, if any, (taxable), partially a return of nondeductible
contributions (nontaxable) and partially a distribution of earnings (taxable).
The portion of an IRA distribution which will be excludable from income will be
determined by multiplying the total amount distributed by a fraction, the
numerator of which is the aggregate of all your nondeductible IRA contributions,
and the denominator of which is the aggregate balance of all of your IRAs
(including rollover IRAs and SEPs). For purposes of the foregoing, (a) all of
your IRAs will be treated as a single IRA, (b) all distributions during a
taxable year will be treated as a single distribution and (c) the aggregate
balance of your IRAs will be determined as of the end of the calendar year with
or within which your taxable year ends, after adding back any distributions for
such year.
    Distributions from your IRA are not eligible for any special tax treatment
such as five-or ten-year averaging or capital gains treatment.
    (3) EXCESS CONTRIBUTIONS. If contributions to your IRA are in excess of the
limits stated in Part D above, you will be assessed a 6% nondeductible excise
tax on such excess amounts. This tax is payable for each year the excess is
permitted to remain in your IRA. However, if the excess contribution has not
been taken as a deduction, and if the excess and all earnings thereon are
returned before the due date for filing your income tax return for the year in
which the excess contribution was made, the 6% excise tax will not be assessed.
The earnings on such excess contribution that are returned to you will be
taxable as ordinary income and will be deemed to have been earned and taxable in
the tax year during which the excess contribution was made. In addition, if you
are not disabled or have not reached age 59 1/2, the earnings will be subject to
the 10% premature withdrawal penalty discussed below. The 6% excess contribution
tax may be eliminated for future tax years by withdrawing the excess
contribution from your IRA before the due date for filing your tax return for
that year or by under-contributing for a subsequent year by an amount equal to
the excess contribution. If the total contributions for the year to your IRA are
$2,250 or less, and there are no employer contributions for the year, you may
withdraw any excess contributions after the due date for filing your tax return,
including extensions, and not include the amount withdrawn in your gross income.
This applies only to the part of the excess that you did not take a deduction
for. It is not necessary to withdraw the interest or other income earned on the
excess. You will have to pay the 6% tax on the excess amount for each year the
excess contribution was in the IRA.
    If the contributions to your IRA for any year are more than $2,250, you must
include in your gross income any excess over $2,250, unless it is an excess
rollover contribution attributable to erroneous information. You may also have
to pay a 10% tax on premature distributions on the amount you withdraw, unless
you are age 59 1/2 or disabled.
    If less than the maximum amount of contributions has been made in years
before the year you make an excess contribution, the prior year's difference may
not be used to reduce the excess contribution. Qualified rollover contributions,
as described in Part F below, are not considered excess contributions.
    (4) PREMATURE DISTRIBUTIONS. In addition to any regular income tax that may
be payable, distributions from your IRA that occur before you reach age 59 1/2
(except in the event of disability, death, rollover, medical expenses in excess
of 7.5% of adjusted gross income, medical insurance premiums in the event of
unemployment or as a qualifying distribution of an excess contribution), will be
assessed a 10% additional income tax on the amount distributed which is
includible in your gross income. However, the additional 10% income tax will not
be imposed if the distribution is one of a scheduled series of level payments to
be made over your life or life expectancy or over the joint lives or joint life
expectancies of you and your beneficiary. Amounts treated as distributions from
the IRA because of pledging the IRA as described below, or prohibited
transactions as described below, will also be considered premature distributions
if they occur before you reach age 59 1/2 (assuming you are not disabled).
    (5) EXCESS DISTRIBUTIONS If the aggregate of your distributions from
qualified plans and individual retirement accounts exceed a certain limit for
any calendar year, a 15% excise tax will be imposed on such excess
distributions. Generally, the limit is the greater of $150,000 (available only
if a special grandfather provision is not elected on a return filed for a
pre-1989 tax year) or $112,500 as adjusted for cost-of-living increases. For any
such excess distributions prior to your attainment of age 59 1/2, the 15% excise
tax will be offset by the 10% additional income tax on early distributions.
    (6) PLEDGING THE IRA. If you pledge your IRA as security for a loan, the
portion so pledged is treated as being distributed to you in that year. In
addition to any regular income tax that may be payable on the distribution, the
premature distribution penalty as discussed above may also be applicable.
    (7) PROHIBITED TRANSACTIONS. If you or your beneficiary engages in a
prohibited transaction, as described in section 4975 of the Code with respect to
your IRA, your IRA will lose its exemption from tax and you must include the
fair market value of your IRA in your gross income for the year during which the
prohibited transaction occurred. In addition to any regular income tax that may
be payable, the premature distribution penalty as discussed above may also be
applicable.
    (8) INSUFFICIENT OR LATE DISTRIBUTIONS. In addition to the regular income
tax that may be payable on distributions from your IRA, you will be assessed
penalties on certain accumulations if funds in your IRA are not distributed in
accordance with the rules described in Part B above. If the amount distributed
from your IRA during the year is less than the minimum amount required to be
distributed during such year, an excise tax will be imposed. The tax imposed is
equal to 50% of the amount by which the minimum required distribution exceeds
the amount actually distributed during the year.
    (9) ESTATE AND GIFT TAX STATUS OR DISTRIBUTIONS. Generally, for estate tax
purposes, the value of your IRA will be fully includible in your gross estate in
the event of your death. For gift tax purposes, beneficiary designations will
not be treated as gifts. Also, contributions to an IRA on behalf of a spouse who
has no earned income or elects to be treated as having no earned income will
qualify for 



25
<PAGE> 

the annual present interest gift exclusion. You should consult your tax advisor
with respect to the application of community property laws on estate and gift
tax issues relating to your IRA.
    (10) INHERITED IRAs. Your IRA will be treated as an inherited IRA if, upon
your death, it is acquired by a beneficiary other than your surviving spouse. An
inherited IRA may not be rolled over to a qualified plan or to another IRA, nor
may an inherited IRA accept any regular or rollover deposits. Only a beneficiary
who is your surviving spouse will be allowed to roll over the IRA funds into his
or her own IRA.
    (11) FEDERAL INCOME TAX WITHOLDING. The taxable portion of distributions
from your IRA is subject to federal income tax withholding unless you elect not
to have withholding applied. If you elect not to have withholding applied to
taxable distributions from your IRA, or if insufficient federal income tax is
withheld from any distribution, you may be responsible for payment of estimated
taxes, as well as for penalties under the estimated tax rules, if withholding
and estimated tax payments were not sufficient. Additional information regarding
withholding and the necessary election forms will be provided no later than at
the time a distribution is requested.

F.  ROLLOVER CONTRIBUTIONS.

    A rollover is a tax-free distribution of cash or other assets from one
retirement program to another. There are two kinds of rollover contributions to
an IRA. In one, you contribute amounts distributed to you from one IRA to
another IRA. With the other, you contribute amounts distributed to you from your
employer's qualified plan or 403(b) plan to an IRA. A rollover is an allowable
IRA contribution which is not subject to the limits on regular contributions
discussed in Part D above. However, you may not deduct a rollover contribution
to your IRA on your tax return.
    If you receive a distribution from the qualified plan of your employer or
former employer, the distribution must be an "eligible rollover distribution" in
order for you to be able to roll all or part of the distribution over to your
IRA. The portion you contribute to your IRA will not be taxable to you until you
withdraw it from the IRA. Your employer or former employer will give you the
opportunity to roll over the distribution directly from the plan to the IRA. If
you elect, instead, to receive the distribution, you must deposit it into the
IRA within 60 days after you receive it.
    An "eligible rollover distribution" is any distribution from a qualified
plan that would be taxable other than (1) a distribution that is one of a series
of periodic payments for an employee's life or over a period of 10 years or
more, (2) a required distribution after you attain age 70 1/2 and (3) certain
corrective distributions.
    If the entire amount in your IRA has been contributed in a tax-free rollover
from your employer's or former employer's qualified plan or 403(b) plan, you may
later roll over the IRA to a new employer's plan if such plan permits rollovers.
Your IRA would then serve as a conduit for those assets. However, you may later
roll those IRA funds into a new employer's plan only if you make no further
contributions to that IRA, or commingle the IRA rollover funds with existing IRA
assets.

G.  AMENDMENTS.

    The Custodian of your IRA may amend the agreements establishing your IRA at
any time. The Custodian will comply with the amendment procedures set forth in
your Custodial Agreement.

H.  FINANCIAL DISCLOSURE.

    Because the value of assets held in your IRA is subject to market
fluctuation, the value of your IRA can neither be guaranteed nor projected.
There is no assurance of growth in the value of your IRA or guarantee of
investment results. You will, however, be provided with periodic statements of
your IRA, including current market values of investments.
    Certain fees will be charged by the Custodian in connection with your IRA.
Such fees are disclosed on the Custodian's fee schedule, a copy of which has
been provided to you. Upon thirty days' prior written notice, the Custodian may
substitute a new fee schedule. Any fees or other expenses incurred in connection
with your IRA will be deducted from your IRA (with liquidation of Fund Shares,
if necessary), or at the Custodian's option, such fees or expenses may be billed
to you directly.

     For its services to the various funds, in The AIM Family of
Funds--Registered trademark--, Boston Safe Deposit and Trust Company receives a
custodian fee. This fee is in addition to fees it receives for acting as
Custodian under the IRA. Boston Safe Deposit and Trust Company and A I M
Distributors, Inc. also will receive additional fees for performing specific
services with respect to the various funds in the AIM Family of Funds. Any such
fees will be fully disclosed to you. Potential investors should obtain a copy of
the current Prospectus relating to the fund(s) selected for investment prior to
making an investment. Also, copies of the Statement of Additional Information
relating to such fund(s) will be provided upon your request to A I M
Distributors, Inc.

I.  MISCELLANEOUS.

    Each year you will be provided a statement(s) of account which will give the
amount of contributions to the IRA, the year to which each contribution relates,
and the total value of the IRA as of the end of the year. Information relating
to contributions and distributions must be reported annually to the Internal
Revenue Service and to you. You must also file Form 5329 (Return for Individual
Retirement Savings Arrangement) with the Internal Revenue Service for each
taxable year during which you are assessed any penalty or tax as discussed in
Part E above.
    Your IRA has been approved by the Internal Revenue Service. Such approval is
a determination as to the form of the IRA, and does not represent a
determination of the IRA's merits as an investment.
    Further information about IRAs can be obtained from any district office of
the Internal Revenue Service or from the Custodian.
    All provisions in this Disclosure Statement are subject to the Code and to
the regulations promulgated thereunder. This Disclosure Statement constitutes a
nontechnical restatement and summary of certain provisions of the Code which may
affect your IRA. This is not a legal document. Your legal rights and obligations
are governed by the federal tax laws and regulations and your Custodial
Agreement and Adoption Agreement with the Custodian.



26
<PAGE> 

SEP AND SARSEP IRA APPLICATION                          [AIM LOGO APPEARS HERE]

- --------------------------------------------------------------------------------
1.  INVESTOR INFORMATION (Please print or type.)

    Name                                                    Birth Date  /  /
        ---------------------------------------------------           -- -- --
             First Name        Middle         Last Name           Month Day Year
    Address
           ---------------------------------------------------------------------
                                 Street            City       State    Zip Code
    Social Security Number
                          ---------------------
    Daytime Telephone                          Evening Telephone
                     --------------------------                 ----------------
- --------------------------------------------------------------------------------
2.  TYPE OF ACCOUNT

    [ ] SEP - Employer contributions only.
    [ ] SARSEP - Employee salary-reduction SEP.
    [ ] Combined SEP/SARSEP - Employer and Employee contributions.

    Name of Employer                                 Telephone
                    --------------------------------          ------------------
- --------------------------------------------------------------------------------
3.  FUND INVESTMENT

    Indicate Fund(s) and contribution amount(s). Make check payable to Boston
    Safe Deposit and Trust Company. Minimum $25 per fund per contribution
    submission.

<TABLE>
<CAPTION>
             Fund                                 $ or % of Assets            Class of Shares (check one)
<S>                                          <C>                              <C>
    [ ] AIM Balanced Fund                     $                                [ ] Class A     [ ] Class B
                                              ----------------------------
    [ ] AIM Charter Fund                      $                                [ ] Class A     [ ] Class B
                                              ----------------------------
    [ ] AIM Constellation Fund                $                                [ ] Class A     [ ] Class B
                                              ----------------------------
    [ ] AIM Global Aggressive Growth Fund     $                                [ ] Class A     [ ] Class B
                                              ----------------------------
    [ ] AIM Global Growth Fund                $                                [ ] Class A     [ ] Class B
                                              ----------------------------
    [ ] AIM Global Income Fund                $                                [ ] Class A     [ ] Class B
                                              ----------------------------
    [ ] AIM Growth Fund                       $                                [ ] Class A     [ ] Class B
                                              ----------------------------
    [ ] AIM Global Utilities Fund             $                                [ ] Class A     [ ] Class B
                                              ----------------------------
    [ ] AIM High Yield Fund                   $                                [ ] Class A     [ ] Class B
                                              ----------------------------
    [ ] AIM Income Fund                       $                                [ ] Class A     [ ] Class B
                                              ----------------------------
    [ ] AIM Intermediate Government Fund      $                                [ ] Class A     [ ] Class B
                                              ----------------------------
    [ ] AIM International Equity Fund         $                                [ ] Class A     [ ] Class B
                                              ----------------------------
    [ ] AIM Limited Maturity Treasury Shares  $                                [ ] Class A     [ ] Class B
                                              ----------------------------
    [ ] AIM Money Market Fund                 $                                [ ] Class A    
                                             ----------------------------
    [ ] AIM Value Fund                        $                                [ ] Class A     [ ] Class B     [ ] Class C
                                              ----------------------------
    [ ] AIM Weingarten Fund                   $                                [ ] Class A     [ ] Class B
                                              ----------------------------
       Total                                  $                                [ ] Class A     [ ] Class B
                                              ----------------------------
</TABLE>

    If no class of shares is selected, Class A shares will be purchased.
    All dividends and capital gains will be reinvested in the fund(s)
    automatically.

- --------------------------------------------------------------------------------
4.  TELEPHONE EXCHANGE

    Telephone Exchange Privilege. Unless indicated below, I authorize the
    Transfer Agent to accept instructions from any person to exchange shares in
    my account(s) by telephone in accordance with the procedures and conditions
    set forth in the Fund's current prospectus.

    [ ] I do not want the Telephone Exchange Privilege.




27
<PAGE> 
- --------------------------------------------------------------------------------
5.  BENEFICIARY INFORMATION

    I hereby designate the following beneficiary to receive the balance in my
    IRA custodial account upon my death. To be effective, the designation of
    beneficiary and any subsequent change in designation of beneficiary must be
    filed with the Custodian prior to my death. If no beneficiary is designated
    or no designated beneficiary or contingent beneficiary survives me, the
    balance in my IRA will be distributed to the legal representatives of my
    estate. This designation revokes any prior designations. I retain the right
    to revoke this designation. In the event that I die and no primary
    beneficiary listed below (or such beneficiary's heirs, if applicable) is
    alive, distribute all Fund accounts in my IRA to the following contingent
    beneficiary, or contingent beneficiary's heirs, if applicable.

    PRIMARY BENEFICIARY(IES)

    Name                                            % Relationship
        ------------------------------------    ----              --------------
    Beneficiary's Social Security Number              Birth Date   /  /
                                        -------------           --  -- --
    Name                                            % Relationship
        ------------------------------------    ----              --------------
    Beneficiary's Social Security Number              Birth Date   /  /
                                        -------------           --  -- --

    CONTINGENT BENEFICIARY

    Name                                            % Relationship
        ------------------------------------    ----              --------------
    Social Security Number                            Birth Date   /  /
                          ---------------------------           --  -- --
- --------------------------------------------------------------------------------
6.  AUTHORIZATION AND SIGNATURE

    I hereby adopt the A I M Distributors, Inc. Individual Retirement Account
    appointing Boston Safe Deposit and Trust Company as Custodian. I have
    received and read the current prospectus of the investment company(ies)
    selected in this agreement and have read and understand the IRA custodial
    agreement and disclosure statement and consent to the custodial account fees
    as specified. I understand that a $10 annual AIM Fund IRA Maintenance Fee
    will be deducted in early December from my AIM IRA account. Under the
    Interest and Dividend Tax Compliance Act of 1983, the Fund is required to
    have the following certification. Under the penalties of perjury, I certify
    that (i) the number shown in Section 1 is my correct Social
    Security/Taxpayer Identification Number and (ii) I am not subject to backup
    withholding because the Internal Revenue Service (a) has not notified me
    that I am subject to backup withholding as a result of failure to report all
    interest or dividends, or (b) has notified me that I am no longer subject to
    backup withholding. Please refer to the Fund prospectus for complete
    instructions regarding backup withholding.

    Your Signature                                              Date   /  /
                  ----------------------------------------------    --  -- --
- --------------------------------------------------------------------------------
7.  DEALER INFORMATION (To be completed by securities dealer.)

    Name of Broker/Dealer Firm                        Branch #
                              -----------------------         ------------------
    Home Office
               -----------------------------------------------------------------
    Address
           ---------------------------------------------------------------------
    Rep. Name                                         Rep. #
             -----------------------------------------      --------------------
    Authorized Signature                              Telephone
                        ------------------------------         -----------------
                  Branch Address
                                ------------------------------------------------
                                          Street      City    State   Zip Code

                  [ ] Authorized for NAV purchase



28  [AIM LOGO APPEARS HERE] A I M Distributors, Inc.                 43102-10/95

<PAGE> 

SARSEP IRA ENROLLMENT AND SALARY                      [ AIM LOGO APPEARS HERE]
SAVINGS AGREEMENT


- --------------------------------------------------------------------------------
8.  INVESTOR INFORMATION (Please print or type.)

    Name                                                    Date    /  /
        ----------------------------------------------------     --  -- --
                  First Name      Middle    Last Name           Month Day Year
    Address
           ---------------------------------------------------------------------
                         Street                    City   State     Zip Code

    Birth Date   /   /                                    Hire Date    /   /
              --- --- ---                                           --- --- ---
            Month Day Year                                       Month Day Year
- -------------------------------------------------------------------------------

   
    Social Security Number
                          ------------------------------------------------------




[ ] I HEREBY ELECT TO BECOME A PARTICIPANT IN THE SARSEP.
    As a Participant, I hereby authorize the Company to deduct ______% of my
    Compensation or a flat dollar amount of $ __________ per pay period which I
    understand will be contributed by the Employer to my IRA. I understand that
    my annual SARSEP contribution cannot exceed the lesser of 15% of my
    compensation or $9,240, or an amount as limited by IRS regulations. The
    minimum contribution is $25 PER FUND PER CONTRIBUTION SUBMISSION.

[ ] I AM PRESENTLY A PARTICIPANT IN THE SARSEP.
    As a Participant, I hereby authorize the Company to change the amount it
    deducts from my Compensation from _______% to _______% or if a dollar amount
    has been specified, from $_______________ per pay period to $_______________
    per pay period. I understand that this change will be effective 30 days from
    the first day of the month following receipt of this notice.

[ ] I HEREBY WITHDRAW MY AUTHORIZATION TO CONTINUE PAYROLL DEDUCTIONS UNDER THE
    SARSEP.
    I understand this directive will be effective 30 days from delivery of this
    notice to the Employer. I further understand that I may not again authorize
    payroll deductions for a period of 90 days from the date of this notice.

[ ] CASH BONUS ELECTION (IF APPLICABLE)
    I hereby authorize the Company to deduct ________% from my cash bonus as an
    additional contribution to my IRA. I understand that my total annual
    contribution cannot exceed the lesser of 15% of my compensation or $9,240,
    or an amount as limited by IRS regulations.



                                          --------------------------------------
                                          Participant's Signature


29  [AIM LOGO APPEARS HERE] A I M Distributors, Inc.               43103-10/95

<PAGE> 







































30 
<PAGE> 

SEP AND SARSEP TOP-HEAVY TEST                            [AIM LOGO APPEARS HERE]

    Plan Year End
                 --------------------------

- --------------------------------------------------------------------------------
1.  A Top-Heavy Test must be performed at the end of each plan year. A Plan
    becomes top heavy when 60% of the Plan's aggregate SEP and/or SARSEP
    contributions or 60% of the aggregate market value of the Plan as of the
    last day of the Plan year is allocated to key employees. You may test using
    either market values or contributions, but you may find it easier to test
    based on contributions.

<TABLE>
<CAPTION>
          Key Employees' Names                Contributions                 Market Value
                                             (SEP and SARSEP)         12/31 or Fiscal Year End

<S>                                        <C>                     <C>
                                           $                       $
- ---------------------------------------     ---------------------   -------------------------------
                                                                    
- ---------------------------------------     ---------------------   -------------------------------
                                                                    
- ---------------------------------------     ---------------------   -------------------------------
                                                                    
- ---------------------------------------     ---------------------   -------------------------------
                                                                    
- ---------------------------------------     ---------------------   -------------------------------
                                                                    
- ---------------------------------------     ---------------------   -------------------------------
(A) Total                                  $                       $
                                            ---------------------   -------------------------------
</TABLE>

<TABLE>
<CAPTION>
          Non-Key Employees' Names            Contributions                 Market Value
                                             (SEP and SARSEP)         12/31 or Fiscal Year End

<S>                                        <C>                     <C>
                                           $                       $
- ---------------------------------------     ---------------------   -------------------------------
                                                                    
- ---------------------------------------     ---------------------   -------------------------------
                                                                    
- ---------------------------------------     ---------------------   -------------------------------
                                                                    
- ---------------------------------------     ---------------------   -------------------------------
                                                                    
- ---------------------------------------     ---------------------   -------------------------------
                                                                    
- ---------------------------------------     ---------------------   -------------------------------
(B) Total                                  S                       $
                                            ---------------------   -------------------------------
(C) Plan Totals (line A + line B)          $                       $
                                            ---------------------   -------------------------------
(D) Top-Heavy Percentage 
 (line A divided by line C)                 ---------------------   -------------------------------
    (If greater than 60%, plan is "top heavy")
</TABLE>

Note: If you have additional key or non-key employees, please attach additional
pages as necessary.


If the Plan is top heavy, the employer must make a minimum contribution on
behalf of all non-key eligible employees. The contribution must equal the
highest percentage deferred by a key employee, up to a maximum of 3%, based on
the non-key employee's compensation. These contributions can be made to any
qualified retirement plan (SEP or SARSEP IRA), as indicated in the adoption
agreement. Key employees may also receive the top-heavy contribution.


31  [AIM LOGO APPEARS HERE] A I M Distributors, Inc.              43104-10/95
<PAGE> 






















32  
<PAGE> 

SARSEP IRA ACTUAL DEFERRAL                               [AIM LOGO APPEARS HERE]
PERCENTAGE (ADP) TEST

    Plan Year End
                 ----------------------
- --------------------------------------------------------------------------------
1.  THE ACTUAL DEFERRAL PERCENTAGE (ADP) TEST

    The Actual Deferral Percentage (ADP) Test is an annual test which restricts
    the amount that Highly Compensated Employees may contribute through salary
    deferral to their SARSEP accounts. Each Highly Compensated Employee may
    defer no more than 125% of the deferral percentage of the Non-Highly
    Compensated (NHC) group of employees. The test must be performed annually as
    of the last day of the plan year.
- --------------------------------------------------------------------------------
2.  INSTRUCTIONS

    (1) Separate eligible employees into two groups: Highly Compensated and
        Non-Highly Compensated. The definition of Highly Compensated is provided
        in the Question and Answer Section on page 13.
    (2) List each ELIGIBLE employee in their respective group indicating their
        compensation and salary deferral. IMPORTANT: You must also include all
        eligible employees who elect not to make salary deferral contributions.
        Indicate their deferral amount ($) in Column 4 as zero.
    (3) Compute each eligible employees' deferral percentage in Column 4.
    (4) Add up the deferred percentage of each employee in the Highly
        Compensated group and the Non-Highly Compensated group separately.
        Divide by the number of eligible employees in each group.
    (5) Compare the two groups' average deferral percentages. Each Highly
        Compensated participant cannot defer more than 125% of the average
        deferral percentage of the Non-Highly Compensated group.
- --------------------------------------------------------------------------------
3.  DEFINITIONS

    (1) EMPLOYEE: For the purposes of this worksheet we are listing only
        employees eligible for this SARSEP. An employee who was eligible at any
        time during the Plan Year, but who terminates prior to the end of the
        Plan Year is included for this test. Additionally, an eligible employee
        who elects not to make Elective Deferrals shall be treated as having a
        0% Deferral Percentage.
            (a)  HIGHLY COMPENSATED EMPLOYEE An Employee (and certain family
                 members) who meet the criteria listed in Sections 1.11 and 1.12
                 of the SEP and SARSEP IRA Plan Document. (Also see Question and
                 Answer Section on page 13.)
            (b)  NON-HIGHLY COMPENSATED EMPLOYEE: An Employee who doesn't meet
                 the definition of Highly Compensated.
    (2) ELECTIVE DEFERRALS: All contributions made to the SARSEP at the election
        of an eligible employee (Participant) in lieu of cash compensation or
        bonuses pursuant to a salary savings agreement or cash option election.
    (3) COMPENSATION: Total wages, salaries, fees, bonuses or other taxable
        remuneration paid to Participant from the Employer during the period in
        which the individual actually participated in the Plan. Compensation
        shall be limited to $160,000 (or any higher limit announced by the IRS).
        The Compensation limit must be adjusted proportionately for Plan Years
        of less than 12 months.



33
<PAGE> 

- --------------------------------------------------------------------------------
4.  ELIGIBLE NON-HIGHLY COMPENSATED (NHC) EMPLOYEES

    NOTE: Please read the Definitions before completing worksheet.

<TABLE>
<CAPTION>
                 (1)                                  (2)                         (3)                   (4)
                                                                                                     Deferral
            Employee Name                     Elective Deferrals             Compensation           Percentage
                                                                                                column 2 divided 
                                                                                                   by column 3   
<S>                                       <C>                             <C>                    <C>
                                          $                               $                                       %
- ---------------------------------------    ----------------------------    -------------------   -----------------
                                          $                               $                                       %
- ---------------------------------------    ----------------------------    -------------------   -----------------
                                          $                               $                                       %
- ---------------------------------------    ----------------------------    -------------------   -----------------
                                          $                               $                                       %
- ---------------------------------------    ----------------------------    -------------------   -----------------
                                          $                               $                                       %
- ---------------------------------------    ----------------------------    -------------------   -----------------
                                          $                               $                                       %
- ---------------------------------------    ----------------------------    -------------------   -----------------
</TABLE>

(5) Total of all Deferral Percentages (column 4)
                                                ---------------
(6) Number of eligible Non-Highly Compensated Employees (column 1)
                                                                  -------------
(7) Average Deferral Percentage for Non-Highly Compensated 
    Employees (line 5 divided by line 6) 
                                         --------------------
- --------------------------------------------------------------------------------
5.  ELIGIBLE HIGHLY COMPENSATED (HC) EMPLOYEES

    NOTE: Please read the Definitions before completing worksheet.

<TABLE>
<CAPTION>
                 (1)                                  (2)                         (3)                   (4)
                                                                                                     Deferral
            Employee Name                     Elective Deferrals             Compensation           Percentage
                                                                                                 column 2 divided  
                                                                                                    by column 3   
<S>                                       <C>                             <C>                    <C>
                                          $                               $                                       %
- ---------------------------------------    ----------------------------    -------------------   -----------------
                                          $                               $                                       %
- ---------------------------------------    ----------------------------    -------------------   -----------------
                                          $                               $                                       %
- ---------------------------------------    ----------------------------    -------------------   -----------------
                                          $                               $                                       %
- ---------------------------------------    ----------------------------    -------------------   -----------------
</TABLE>

(A) Total of all Deferral Percentages (column 4)
                                                ------------------
(B) Number of eligible Highly Compensated Employees (column 1)
                                                              ----------------
(C) Average Deferral Percentage for Highly Compensated Employees 
    (line A divided by line B) 
                               --------------------
(D)  EACH HIGHLY COMPENSATED PARTICIPANT MAY NOT DEFER MORE THAN 125% X LINE 7,
     SECTION 4 
     125% X _________________ = ______________ ADP FOR EACH HIGHLY COMPENSATED 
     PARTICIPANT



34  [AIM LOGO APPEARS HERE] A I M Distributors, Inc.              43105-3/96
<PAGE> 

SEP/SARSEP TRANSMITTAL FORM                              [AIM LOGO APPEARS HERE]

- --------------------------------------------------------------------------------
1.  EMPLOYER INFORMATION (Please print or type.)

    Name of Employer
                    ------------------------------------------------------------
    Address
           ---------------------------------------------------------------------
    City                              State               Zip Code
        ------------------------------     ---------------        --------------
- --------------------------------------------------------------------------------
2.  EMPLOYER'S AUTHORIZATION (Signature(s) of authorized employer 
    representative)

    We hereby authorize Boston Safe Deposit and Trust Company to invest
    contributions in accordance with the instructions below.
                                                            Date  /  /
- ------------------------------------------------------------    -- -- --
                                                              Month Day Year

<TABLE>
<CAPTION>
                (1)                        (2)                        (3)                             (4)
              Name of                Social Security               Selected                 Contribution per Fund**
            Participant                  Number                    AIM Funds*                (Minimum $25 per Fund)
                                                                                               SEP        SARSEP

<S>                               <C>                        <C>                          <C>           <C>
1                                                                                         $             $
 -----------------------------    -------------------------  ------------------------      ------------  ------------

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

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

                                                             ------------------------      ------------  ------------
2                                                                                                      
 -----------------------------    -------------------------  ------------------------      ------------  ------------

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

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

                                                             ------------------------      ------------  ------------
3                                                                                         
 -----------------------------    -------------------------  ------------------------      ------------  ------------

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

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

                                                             ------------------------      ------------  ------------
4 
 -----------------------------    -------------------------  ------------------------      ------------  ------------

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

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

                                                             ------------------------      ------------  ------------
5 
 -----------------------------    -------------------------  ------------------------      ------------  ------------

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

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

                                                             ------------------------      ------------  ------------
6 
 -----------------------------    -------------------------  ------------------------      ------------  ------------

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

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

                                                             ------------------------      ------------  ------------
</TABLE>

*Indicate funds used by each participant. 
**Indicate dollar($) amount contributed per fund.


35
<PAGE> 

<TABLE>
<CAPTION>
                (1)                        (2)                        (3)                             (4)
              Name of                Social Security               Selected                 Contribution per Fund**
            Participant                  Number                    AIM Funds*                (Minimum $25 per Fund)
                                                                                               SEP        SARSEP

<S>                               <C>                        <C>                          <C>           <C>
7                                                                                         $             $
 -----------------------------    -------------------------  ------------------------      ------------  ------------

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

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

                                                             ------------------------      ------------  ------------
8
 -----------------------------    -------------------------  ------------------------      ------------  ------------

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

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

                                                             ------------------------      ------------  ------------
9 
 -----------------------------    -------------------------  ------------------------      ------------  ------------

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

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

                                                             ------------------------      ------------  ------------
10 
 -----------------------------    -------------------------  ------------------------      ------------  ------------

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

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

                                                             ------------------------      ------------  ------------
11 
 -----------------------------    -------------------------  ------------------------      ------------  ------------

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

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

                                                             ------------------------      ------------  ------------
                                                             Total Employer Contributions $
                                                                                           ------------
                                                             Total Employee Salary
                                                             Deferral Contributions                      $
                                                                                                          -----------
                                                             Total Employer and
                                                             Employee Contributions                      $
                                                                                                          -----------
</TABLE>

If a contribution for a participant is to be invested in more than one fund, $25
or more must be invested in each fund selected. Attach form, check (payable to
Boston Safe Deposit and Trust) and SEP and SARSEP applications and mail to:

    AIM Fund Services, Inc.
    Attn: Retirement Plans Operations
    P.O. Box 2646
    Houston, Texas  77252-2646




*Indicate funds used by each participant. 
**Indicate dollar($) amount contributed per fund.



36  [AIM LOGO APPEARS HERE] A I M Distributors, Inc.              43106-10/95


<PAGE> 

                                                                   EXHIBIT 14(c)

AIM PROFIT SHARING/MONEY PURCHASE PENSION PLAN
ENROLLMENT & BENEFICIARY DESIGNATION FORM                [AIM LOGO APPEARS HERE]

- --------------------------------------------------------------------------------
1.   EMPLOYEE INFORMATION (Please Print)

     Company Name                                 Trust Tax ID #
                  ------------------------------                 ---------------
     Last Name                First               Middle
               -------------        ------------         -----------------------
     Social Security Number
                            ----------------------------------------------------
     Address
             -------------------------------------------------------------------
     Home Phone                              Work Phone
                ---------------------------             ------------------------

- --------------------------------------------------------------------------------
2.   INVESTMENT SELECTION

     I elect to have my Employer contributions invested as indicated below. If
     any existing assets are being transferred to AIM, they will be invested the
     same as your future contributions. (Write in the name of each AIM Fund you
     choose to invest in as permitted by the Plan.)

     [    %] AIM
                 -------------------------------- 
     [    %] AIM
                 -------------------------------- 
     [    %] AIM
                 -------------------------------- 
     [    %] AIM
                 -------------------------------- 
     [    %] AIM
                 -------------------------------- 
     [    %] AIM
                 -------------------------------- 
     [    %] AIM
                 -------------------------------- 
     [    %] AIM
                 -------------------------------- 
     100% Total (Minimum $25 per fund, per payroll deferral)

- --------------------------------------------------------------------------------
3.   PRIMARY BENEFICIARY(IES)

     I name the following person(s) to receive benefits payable from my
     company's retirement plan upon my death:

<TABLE>
     <S>                                                    <C>                                              <C> 
     Name                                                   Relationship                                     Percentage of Benefits
          -----------------------------------------------                ----------------------------------- [                   %]
     Social Security Number                                 Birthdate             /             /
                            -----------------------------             ------------ ------------- -----------
     Street Address                          City                    State      Zip Code
                    -----------------------       -----------------        ---           -------------------
     Name                                                   Relationship                                     Percentage of Benefits
          -----------------------------------------------                ----------------------------------- [                   %]
     Social Security Number                                 Birthdate             /             /
                            -----------------------------             ------------ ------------- -----------     Percentages must
     Street Address                          City                    State      Zip Code                            total 100%
                    -----------------------       -----------------        ---           -------------------
</TABLE>

     Attach additional sheets if you wish to name more than two primary
     beneficiaries.

- --------------------------------------------------------------------------------
4.   CONTINGENT BENEFICIARY(IES)

     If my primary beneficiary(ies) is/are deceased at the time of my death, the
     following person(s) shall receive benefits payable from my Company
     Retirement Plan upon my death:

<TABLE>
     <S>                                                    <C>                                              <C> 
     Name                                                   Relationship                                     Percentage of Benefits
          -----------------------------------------------                ----------------------------------- [                   %]
     Social Security Number                                 Birthdate             /             /
                            -----------------------------             ------------ ------------- -----------
     Street Address                          City                    State      Zip Code
                    -----------------------       -----------------        ---           -------------------
     Name                                                   Relationship                                     Percentage of Benefits
          -----------------------------------------------                ----------------------------------- [                   %]
     Social Security Number                                 Birthdate             /             /
                            -----------------------------             ------------ ------------- -----------    Percentages must
     Street Address                          City                    State      Zip Code                           total 100%
                    -----------------------       -----------------        ---           -------------------
</TABLE>

     Attach additional sheets if you wish to name more than two contingent
     beneficiaries.

- --------------------------------------------------------------------------------
5.   SPOUSAL CONSENT

     (This section must be completed only if you are married and selecting a
     primary beneficiary other than your spouse.)

     I, the spouse of the above-named employee, consent to my spouse's
     designation. I understand that if a primary beneficiary other than myself
     has been named, no benefit will be paid to me from the Plan upon my
     spouse's death unless I am named also as an additional primary beneficiary
     or as a contingent beneficiary, and the primary beneficiary(ies) is/are
     deceased.

     Spouse's Signature                                   Date      /     /
                        --------------------------------       ----- ----- -----
     Signature of Witness (other than spouse)             Date      /     /
                                              ----------       ----- ----- -----
 
- --------------------------------------------------------------------------------
6.   EMPLOYEE AUTHORIZATION (Please sign and date this form)

     I understand that my designation becomes effective on the day I submit this
     form and replaces any earlier beneficiary designation I have made under the
     Plan. If I am married at the time of my death, my spouse will receive my
     Plan benefits, regardless of whom I have named as beneficiary, if Section 4
     of this form is not complete.

     Employee Signature                                   Date      /     /
                        --------------------------------       ----- ----- -----

                                           A I M Distributors, Inc. *40700-12/96
<PAGE> 
PROFIT SHARING/MONEY PURCHASE
PLAN APPLICATION                                        [AIM LOGO APPEARS HERE] 
                                                                    

Complete Sections 1-9. Please print or type.
- -------------------------------------------------------------------------------
1.  EMPLOYER INFORMATION

    Name of Employer/Business
                             ---------------------------------------------------
    Plan Name  
             -------------------------------------------------------------------
    Address
             -------------------------------------------------------------------
              Street              City                  State       Zip Code
    
    Trust Tax I.D#                       Daytime Telephone      -     -
                   ----  --------------                     ----  ----  --------

- --------------------------------------------------------------------------------
2.  DEALER INFORMATION: To be completed by securities dealer.
    
    Dealer's Name
                  --------------------------------------------------------------
    Main Office Address
                        --------------------------------------------------------
    Rep. Name and Number
                        --------------------------------------------------------
    Branch                             Rep. Signature
          ----------------------------                --------------------------
    Home Office Address
                       ---------------------------------------------------------
    Telephone      -     - 
              ----  ----   ---------

- --------------------------------------------------------------------------------
3.  PLAN TRUSTEES

    Name                         Plan Adm./Contact Person
        -------------------------                         ----------------------
    Name                         Plan Adm. Telephone     -     -   
        -------------------------                   ----- ----- -----

- --------------------------------------------------------------------------------
4.  TYPE OF CONTRIBUTION

    Note: If you have paired AIM Profit Sharing and Money Purchase Pension
    Plans, you must submit separate applications and separate contribution 
    checks.      [ ] Profit Sharing Plan  [ ] Money Purchase Plan

- --------------------------------------------------------------------------------
5.  TYPE OF ACCOUNT ESTABLISHMENT

    [ ] Establish separate accounts for each participant. (Attach participant
        listing.)
    [ ] Establish a pooled account for all participants. (Record keeper is
        responsible for allocating plan assets to each participant.)

- --------------------------------------------------------------------------------
6.  FUND INVESTMENT

    Indicate fund(s) and contribution amount(s). Make check payable to Boston
    Safe Deposit and Trust Company.

<TABLE>
<CAPTION>


                                           Class of
                                            Shares                                                            Class of Shares
       Fund                $ or % of      (Check one)                 Fund                       $ or % of      (Check one)
                             Assets                                                                Assets
<S>                       <C>             <C>           <C>                                      <C>             <C>          
[ ] AIM Balanced Fund     $               [ ] A [ ] B   [ ] AIM Intermediate Government Fund     $               [ ] A [ ] B
                           -----------                                                            ----------   
[ ] AIM Blue Chip Fund    $               [ ] A [ ] B   [ ] AIM Growth Fund                      $               [ ] A [ ] B
                           -----------                                                            ----------
[ ] AIM Capital Develop-
    ment Fund             $               [ ] A [ ] B   [ ] AIM High Yield Fund                  $               [ ] A [ ] B
                           -----------                                                            ----------
[ ] AIM Charter Fund      $               [ ] A [ ] B   [ ] AIM Income Fund                      $               [ ] A [ ] B
                           -----------                                                            ----------
[ ] AIM Constellation
    Fund                  $               [ ] A         [ ] AIM International Equity Fund        $               [ ] A [ ] B
                           -----------                                                            ----------
[ ] AIM Global Aggressive
    Growth Fund           $               [ ] A [ ] B   [ ] AIM Limited Maturity Treasury Shares $               [ ] A 
                           -----------                                                            ----------
[ ] AIM Global Growth
    Fund                  $               [ ] A [ ] B   [ ] AIM Money Market Fund                $               [ ] A [ ] B [ ] C
                           -----------                                                            ----------
[ ] AIM Global Income
    Fund                  $               [ ] A [ ] B   [ ] AIM Value Fund                       $               [ ] A [ ] B
                           -----------                                                            ----------
[ ] AIM Global Utilities
    Fund                  $               [ ] A [ ] B   [ ] AIM Weingarten Fund                  $               [ ] A [ ] B
                           -----------                                                            ----------
                                                                     Total from both columns     $
                                                                                                  ----------
</TABLE>

    If no class of shares is selected, Class A shares will be purchased, except
    in the case of AIM Money Market Fund, where Class C shares will be 
    purchased. If you are funding your retirement account through a transfer, 
    please indicate the contribution amounts both in this section and in Section
    3 of the Asset-Transfer Form.  
    
<PAGE> 
- -------------------------------------------------------------------------------
7.  TELEPHONE EXCHANGE PRIVILEGE

    Unless indicated below, the plan authorizes the Transfer Agent to accept
    instructions from any person to exchange shares in its plan account(s) by
    telephone, in accordance with the procedures and conditions set forth in the
    Fund's current prospectus.

    [ ] The plan DOES NOT want the telephone exchange privilege.

- --------------------------------------------------------------------------------
8.  REDUCED SALES CHARGE (optional)

    RIGHT OF ACCUMULATION
   
    The plan applies for Right of Accumulation reduced sales charges based on
    the following accounts in The AIM Family of Funds--Registered Trademark--.

    Fund(s)                        Account No(s).
           -----------------------               -------------------------------

    LETTER OF INTENT

    The plan agrees to the Letter of Intent provisions as stated in Fund's
    prospectus(es). The plan agrees to invest during a 13-month period a dollar
    amount of at least:

    [ ]$25,000  [ ]$50,000  [ ]$100,000  [ ]$250,000  [ ]$500,000  [ ]$1,000,000

- --------------------------------------------------------------------------------
9.  DUPLICATE ACCOUNT STATEMENT

    Name 
        ------------------------------------------------------------------------
    Address
           ---------------------------------------------------------------------
    (AIM will only send one duplicate statement. Check one of the following
    boxes.)
     
    [ ]Plan Administrator  [ ]Record Keeper  [ ]Benefit Consultant  [ ]Trustee

- --------------------------------------------------------------------------------
10. AUTHORIZATION AND SIGNATURE

    The trustee(s) hereby adopts the AIM Distributors, Inc. Money
    Purchase/Profit Sharing Plan appointing Boston Safe Deposit and Trust
    Company as Custodian. The trustee(s) has received and read the current
    prospectus of the investment company(ies) selected in this agreement. The
    trustee(s) understands that a $10 annual maintenance fee for each
    participant in the AIM Money Purchase/Profit Sharing Plan will be
    deducted in early December. The trustee(s) acknowledges reading and
    completing the AIM Funds Money Purchase/Profit Sharing Plan Adoption
    Agreement(s) and Trust Agreement.
         Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is
    required to have the following certification. Please refer to the Fund
    prospectus for complete instructions regarding backup withholding. Under the
    penalties of perjury, the trustee(s) certifies that (i) the number shown in
    Section 1 is its correct Taxpayer Identification Number and (ii) the plan is
    not subject to backup withholding because the Internal Revenue Service (a)
    has not notified the plan that it is subject to backup withholding as a
    result of failure to report all interest or dividends, or (b) has notified
    the plan that it is no longer subject to backup withholding (does not apply
    to real estate transactions, mortgage interest paid, the acquisition or
    abandonment of secured property, contributions to an individual retirement
    arrangement (IRA), and payments other than interest and dividends).

    Certification Instructions - You must cross out item(b) above if you have
    been notified by the IRS that you are currently subject to backup
    withholding because of underreporting of interest or dividends on your tax
    return.

    [ ] Exempt from Backup Withholding (i.e. exempt entity as described in 
    Application Instructions)

    Signature of Plan Trustee                             Date     /     /
                             -----------------------------    ----  ----  ------

    Signature of Plan Trustee                             Date    /     /
                             -----------------------------    ---- ----- -------

    Signature of Plan Trustee                             Date    /     /
                             -----------------------------    ---- ----- -------

- --------------------------------------------------------------------------------
11.  INSTRUCTIONS

     Make check payable to Boston Safe Deposit and Trust Company.
   
     Return completed application and check to A I M Distributors, Inc., P.O.
     Box 4739, Houston, TX 77210-4739.


[AIM LOGO APPEARS HERE] A I M Distributors, Inc.                     42600-12/96
<PAGE> 
                           [AIM LOGO APPEARS HERE]
                                      
                             AIM FAMILY OF FUNDS
                                      
          PROTOTYPE MONEY PURCHASE PENSION AND PROFIT SHARING PLANS
                                      
  MONEY PURCHASE PENSION AND PROFIT SHARING PLAN DOCUMENT, TRUST AGREEMENT,
       ADOPTION AGREEMENTS, SUMMARY PLAN DESCRIPTIONS AND APPLICATIONS
                                      
                            AIM DISTRIBUTORS, INC.
<PAGE> 
                             AIM DISTRIBUTORS, INC.
                  PROTOTYPE PAIRED DEFINED CONTRIBUTION PLANS

                  PROFIT SHARING/MONEY PURCHASE PENSION PLANS


                               TABLE OF CONTENTS


I.     Adopting the AIM Profit Sharing Plan:  Adoption Agreement #001

II.    Adopting the AIM Money Purchase Pension Plan:  Adoption Agreement #002

III.   Money Purchase Pension and Profit Sharing Plan Basic Document #01

IV.    Determination Letters

V.     Trust Agreement

VI.    Employee Notices

       -    Model Summary Plan Description for Profit Sharing Plan
       -    Model Summary Plan Description for Money Purchase Plan

VII.   Forms

       -    Money Purchase Pension and Profit Sharing Plan Account Application
       -    Participant Enrollment & Beneficiary Designation
       -    Asset Transfer Form
       -    Contribution Transmittal Form



                                       1
<PAGE> 
                                  ESTABLISHING
                                      YOUR
                      PROTOTYPE DEFINED CONTRIBUTION PLANS
                PROFIT SHARING AND MONEY PURCHASE PENSION PLANS


The Prototype Paired Defined Contribution Plans sponsored by AIM Distributors,
Inc. are a Profit Sharing Plan and a Money Purchase Pension Plan. Both of these
plans are provided under one plan document with separate adoption agreements.
An employer can adopt either one or both of these plans.

AIM Distributors, Inc. will not act as trustee, plan administrator, nor record
keeper. Before establishing a qualified plan, you should consult with a tax
advisor or attorney. Failure to properly complete these documents could result
in plan disqualification.

To establish the AIM Prototype Profit Sharing and/or Money Purchase Pension
Plan the following forms need to be completed:

1.  PLAN ADOPTION AGREEMENT(S).  (Section I & II.)

         You must complete the appropriate adoption agreement, Profit Sharing
         Agreement #001, or Money Purchase Pension Agreement #002, and all
         other documents stated in the plan set up instructions.

         To establish both a Money Purchase Pension and a Profit Sharing Plan
        (Paired Plans), you must complete both the Profit Sharing Adoption
         Agreement (Agreement #001) and the Money Purchase Adoption Agreement
        (Agreement #002) found in Sections I & II.

2.  FIDELITY BOND REQUIREMENT: All qualified plans are required to be covered
    by a Fidelity Bond equal to at least 10% of the asset value of the plan,
    and not less than $1,000 nor greater than $500,000. Fidelity bonds can be
    obtained through your business insurance agent.

3.  TRUST AGREEMENT DOCUMENT (Section III.)

         Complete and sign pages 77 and 78 of the Trust Document.

4.   AIM PROFIT SHARING/MONEY PURCHASE PLAN ACCOUNT APPLICATION (Section VII.)

         Complete a separate application for each plan established: Profit
         Sharing and/or Money Purchase Pension Plan.

5.  PARTICIPANT ENROLLMENT AND DESIGNATION OF BENEFICIARY FORM (Section VII
    Employer retains)

         Each eligible employee must complete an enrollment and beneficiary
         form and return it to the plan administrator to be retained with plan
         records.  A copy of the employee's enrollment form should be forwarded
         to AIM only if you are requesting that individual mutual fund accounts
         be established for each employee.


                                       2
<PAGE> 
             Do not return the employee enrollment forms if you are
             establishing "pooled" investment accounts for the plan. AIM will
             only establish "individual" mutual fund participant accounts for
             plans with less than 50 participants.

    6.   TO TRANSFER ASSETS FROM AN EXISTING PLAN: Complete the Asset Transfer
         Form in Section V as well as the documents indicated on the previous
         page.

    7.   FEES: There is an annual custodial account fee of $10.00 for each
         participant account or each "pooled" account establish at AIM.

After completion, return only the AIM Money Purchase Pension and Profit Sharing
Account Application and a copy of the participant enrollment forms (individual
mutual fund accounts only) with your contribution to establish the plan. Do not
return participant enrollment forms if establishing "pooled" AIM Fund
investment accounts.

Enclose your initial contribution check payable to:  Boston Safe Deposit &
Trust Company.

DO NOT return the Adoption Agreement(s), Summary Plan Description(s),
Beneficiary Form, or Trust Agreement to AIM. These documents must be retained
with your permanent plan records.

    Return to:
                 AIM Fund Services, Inc.
                 P.O. Box 4739
                 Houston, TX 77210-4739

DEADLINE: New Plans must execute all plan documents prior to the last day of
the plan year (fiscal or calendar year). The plans contribution must be made
by the due date of the business tax return including extensions for the
contribution to be tax deductible.

NOTICE TO EMPLOYEES

Once you have adopted the AIM Money Purchase Pension and/or Profit Sharing Plan
you will need to communicate the adoption and principal provisions of the plan
to employees. This is done by providing the following information to employees:

1.  SUMMARY PLAN DESCRIPTION

    The employer must give each eligible employee a Summary Plan Description
    (SPD) of the plan and file the Summary Plan Description with the Department
    of Labor within 120 days of establishing the plan. You must complete the
    SPD to indicate the plan features you have designated in the adoption
    agreement. AIM has partially completed the SPD in accordance with the
    features we pre-marked. Any future amendments to the adoption agreement
    must also be made to the SPD.

    There is a sample letter provided for filing the SPD with the Department
    of Labor.

    These notices are provided in Section VII.



                                       3
<PAGE> 

                      ADOPTING THE AIM PROFIT SHARING PLAN
                            ADOPTION AGREEMENT #001

                                       4

<PAGE> 
                 ADOPTING THE AIM PROFIT SHARING PLAN ADOPTION
                                 AGREEMENT #001

    TO ADOPT THE AIM SPONSORED PROFIT SHARING PLAN YOU WILL NEED TO COMPLETE
THE FOLLOWING FORMS:

    -    The Profit Sharing Adoption Agreement and Summary Plan Description
         (SPD) and Trust Agreement 
    -    A Profit Sharing Plan Account Application 
    -    An Enrollment and Beneficiary Designation Form for each participant.

    PLAN STRUCTURE:

    If you are establishing "pooled" investment accounts, utilizing a third
    party administrator for record keeping:

    -    Submit only the AIM Profit Sharing and/or Money Purchase Pension Plan
         Account Application indicating all the AIM Funds permitted as
         investment options by the Plan and the investment amount for each
         fund. You must identify the Plan's trustees. If you are not making
         your full contribution at this time, we require a minimum $1,000
         initial contribution.

    If you want AIM to establish separate mutual fund accounts for each plan
participant:

    -    Submit the AIM Profit Sharing Account Applications with the
         participant enrollment forms (Section VII).
    -    Identify each participant's name, mailing address, SS # and their AIM
         Fund'(s) investment election on the enrollment form.
    -    The plan administrator must submit all contributions with a breakdown
         identifying each participant and their total contribution allocated to
         the funds the participant has chosen.
    -    The minimum contribution per participant is $25 per fund, per
         contribution submission.
    -    The maximum number of individual, participants accounts AIM will
         establish is 50, utilizing no more than 6 AIM Funds.
    -    Duplicate statements will be issued to your recordkeeper or
         administrator, if requested.

                 RETURN TO:       AIM Fund Services
                                  P.O. Box 4739
                                  Houston, TX  71210-4739

ADOPTION AGREEMENT

To make it easy for you, the Profit Sharing Plan Adoption Agreement has been
partially completed to reflect the features most frequently chosen. Please
review the completed plan adoption agreement with your legal or tax advisor to
ensure that the plan provisions are appropriate.

NOTE: If desired, you may change any of the prechecked elections by making the
appropriate change and placing your initials and date next to the section being
changed.

                           [X] PRE-CHECKED SECTIONS:

The key sections in this Adoption Agreement which have been completed are as
follows:


                                       5
<PAGE> 
- -   All employees who are Age 21 and have fulfilled one year of service are
    eligible to share in plan for contributions. (Years of service cannot
    exceed 2 years: all contributions are then 100% vested.)

- -   An employee who completes 1,000 hours of service within 12 consecutive
    months of their date of hire is credited with a year of service for initial
    eligibility. Only 500 hours of service are required in any year thereafter
    for a participant to be eligible for a plan contribution. There is no
    requirement that a participant be employed on the last day of the plan year
    to receive a contribution in the year they separate from service.

- -   After fulfilling age and service eligibility requirements, employees may
    enter the plan on the first day of a plan year on the first day of the
    seventh month of the plan year. (Calendar Year = January 1 & July 1 entry
    dates)

- -   All union and non U.S. resident alien employees are excluded from
    participation. Please note that all other employees of the plan sponsors,
    as well as employees of certain companies related to the plan sponsor, are
    eligible to participate.

- -   Please note that all other employees of the plan sponsors, as well as
    employees of certain companies related to the plan sponsor, are eligible to
    participate.

- -   The employees annual contribution will be discretionary.

- -   The plan is not integrated with Social Security. If you choose to integrate
    your contribution, AIM will not compute the integration allocation.

- -   Normal retirement age of 65.

- -   No Loans and No Hardship Distributions are permitted.

- -   No Life Insurance may be purchased by the plan.

- -   The Employer is the Plan Administrator responsible for administration of
    the Plan. (If you appoint another entity as the Plan Administrator, that
    entity must sign Section XV of the Adoption Agreement to accept the
    responsibility of Plan Administrator.

                   [X]  SECTIONS TO BE COMPLETED BY EMPLOYER

The following sections of the Adoption Agreement must be completed by the
employer.

Section II:      Employer Data (Page 1 & 2) - Complete A through G. If
                 applicable, Complete H and I. (Name, address, TIN, etc.)

Section IX:      Vesting - Choose the vesting schedule desired.

SECTION XIV:     Allocation Limitation - complete this section.

Section XVI:     Self Trusteed Plan - You must designate a trustee or trustees
                 of this plan. The trustee(s) must sign the Adoption Agreement.
                 NEITHER AIM NOR BOSTON SAFE DEPOSIT & TRUST COMPANY WILL ACT
                 AS THE PLAN TRUSTEE. The trustees must sign the Adoption
                 Agreement on page 12.

Section XVII:    Employer Signature - Read the employer acknowledgment and
                 execute this section.


                                       6
<PAGE> 
Fidelity Bond - Contact your insurance company regarding the purchase of a
fidelity bond which will cover the plan administrator and plan fiduciaries. The
bond must be for at least $1,000 or an amount equal to 10% of the plan's assets
not to exceed $500,000.

FAILURE TO PROPERLY COMPLETE THESE DOCUMENTS COULD RESULT IN DISQUALIFICATION
OF YOUR PLAN AND LOSS OF TAX BENEFITS. DEADLINE: NEW PLANS MUST BE EXECUTED BY
THE LAST DAY OF THE PLAN'S TAX YEAR (CALENDAR OR FISCAL).

PLAN ADMINISTRATION: NEITHER AIM DISTRIBUTORS, NOR AIM FUND SERVICES WILL ACT AS
THE PLAN ADMINISTRATOR. AIM WILL NOT REVIEW PLAN DOCUMENTS, CALCULATE
CONTRIBUTION ALLOCATIONS, PROVIDE RECORD KEEPING SERVICES, PERFORM
DISCRIMINATION TEST, OR FILE FORM 5500. ALL ADMINISTRATIVE, TAX REPORTING AND
ACCOUNTING FUNCTIONS ARE THE RESPONSIBILITY OF THE PLAN SPONSOR OR APPOINTED
THIRD PARTY.



                                       7
<PAGE> 
                       PROFIT SHARING ADOPTION AGREEMENT
                 FOR PROTOTYPE PAIRED DEFINED CONTRIBUTION PLAN
                               #001 SPONSORED BY
                             AIM DISTRIBUTORS, INC.

                            ADOPTION AGREEMENT #001

This is the Adoption Agreement for paired defined contribution plan #001 of
basic plan document #001, which is a combined prototype profit sharing/money
purchase pension plan. This Adoption Agreement may be adopted either singly or
in combination with paired defined contribution plan #002, a prototype money
purchase pension plan.

NOTE:    Before executing this Adoption Agreement, the Employer should consult
         with a tax advisor or attorney. Failure to properly complete this
         Adoption Agreement may result in Plan disqualification.

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

The Employer hereby establishes a profit sharing plan and a trust upon the
respective terms and conditions contained in the prototype paired defined
contribution plan (the "Plan") and the Trust Agreement annexed hereto and
appoints as Trustee of such trust the person(s) who have executed this Adoption
Agreement evidencing their acceptance of such appointment. The Plan and, the
Trust Agreement, if applicable, shall be supplemented and modified by the terms
and conditions contained in this Adoption Agreement and shall be effective on
the Effective Date.

The Sponsor will inform the Employer of any amendments made to the Plan or the
discontinuance or abandonment of the Plan.

- -----------------------------------
1.  SPONSOR DATA
    ------------

    A.   AIM DISTRIBUTORS, INC.
         Name of Sponsor (or authorized representative)

    B.   11 GREENWAY PLAZA- SUITE 1919
         Address

         HOUSTON,  TX 77046

    C.   (713) 347-1919
         Telephone Number

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

II.      EMPLOYER DATA

    A.   ___________________________________________________
         Name of Employer and Employer Identification Number

    B.   ___________________________________________________
         Address

    C.   (_____)____________________________________________
         Telephone Number

    D.   ___________________________________________________
         Employers Taxable Year End

    E.   ___________________________________________________
         Plan Year End

    F.   The Employer is: [ ] A corporate entity
                          [ ] A non corporate entity
                          [ ] A corporation electing to be taxed under 
                              Subchapter S



                                       8
<PAGE> 
    G.   ___________________________________________________ 
         Effective Date (should be first day of a Plan Year)

    H.   If this is an amendment of an existing plan, complete the following:

         ______________________________________________________________________
         Effective Date of Amendment (should be first day of a Plan Year)

         ______________________________________________________________________
         Name of Prior Plan

         ______________________________________________________________________
         Effective Date of Prior Plan

    I.   ______________________________________________________________________
         Limitation Year, if different from E., above

III.     ELIGIBILITY

         A.  Employees shall be eligible to participate in the Plan upon
             completion of the eligibility requirements (complete 1 and 2)
             (Plan section 3.1):

             1.  Years of Service. The Employee must complete (check one box):

                 [X] One Year of Service.

                 [ ] ____ Years of Service. (You can require less than or more
                     than one Year of Service, but not more than two (2). If
                     you select more than one Year of Service, the Employee
                     must be 100% vested once he becomes eligible, and you must
                     select vesting schedule B in section X of this Adoption
                     Agreement. If the Year of Service is or includes a
                     fractional year, an Employee will not be required to
                     complete any specified number of Hours of Service (sec IV,
                     A of this Adoption Agreement) to receive credit for such
                     fractional year.

             2.  Age. The Employee must attain age 21 (not greater than age
                 21).

    B.   The following Employees will not be eligible to participate in the
         Plan (Plan section 3.1):

         [X] Union Employees. Employees included in a unit of employees
             covered by a collective bargaining agreement between the Employer
             and Employee representatives (as defined in section 3.1(b)(i) of
             the Plan), if retirement benefits were the subject of good faith
             bargaining.

         [X] Nonresident Aliens. Employees who are nonresident aliens and who
             receive no earned income from the Employer which constitutes
             income from sources within the United States. For purposes of
             this section III, the term "Employee" includes all employees of
             this Employer or any employer aggregated with this Employer under
             sections 414(b), (c) or (m) or (o) of the Code and individuals who
             are Leased Employees required to be considered Employees of any
             such employer under section 414(n) or (o) of the Code. Therefore,
             all employees of companies in a controlled group of businesses
             will be eligible to participate in this plan.

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


                                       9
<PAGE> 
IV. CREDITED SERVICE

    A.   The Plan provides that a Year of Service requires at least 1,000 Hours
         of service during a Plan Year. If a lower number of hours is desired,
         state the number here: 1,000 (Plan section 2.42).

    B.   The Plan permits Hours of Service to be determined by the use of
         service equivalencies under one of the methods selected below (choose
         one method)(Plan section 2.19):

         1.  [X] On the basis of actual hours for which an Employee is paid or
             entitled to payment.

         2.  [ ] On the basis of days worked. An Employee will be credited with
             ten (10) Hours of Service if under section 2.19 of the plan such
             Employee would be credited with at least one (1) Hour of Service
             during the day.

         3.  [ ] On the basis of weeks worked.  An Employee will be credited
             with forty-five (45) Hours of Service if under section 2.19 of the
             Plan such Employee would be credited with at least one (1) Hour of
             Service during the week.

         4.  [ ] On the basis of semimonthly payroll periods. An Employee will 
             be credited with ninety-five (95) Hours of Service if under section
             2.19 of the Plan such Employee would be credited with at least one
             (1) Hour of Service during the semimonthly payroll period.

         5.  [ ] On the basis of months worked. An Employee will be credited 
             with one hundred ninety (190) Hours of Service if under section
             2.19 of the Plan such Employee would be credited with at least one
             (1) Hour of Service during the month.

    C.   Service with a predecessor employer (choose 1 or 2)(Plan sections 3.3
         and 8.5):

         1.  [X]     No credit will be given for service with a predecessor
                     employer.

                                     - or -

         2.  [ ]     Credit will be given for service with the following 
                     predecessor employer(s):


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

         NOTE:   The Plan provides that if this is a continuation of a
                 predecessor plan, service under the predecessor plan must be
                 counted.

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

V.  COMPENSATION

    A.   Compensation (choose 1 or 2)(Plan section 2.7):

         1.  [ ] shall include

                   - or -

         2.  [X] shall not include

         Employer Contributions made pursuant to a salary reduction agreement
         which are not includable in the gross income of the Employee under
         sections 125, 402(e)(3), 402(h) or 403(b) of the Code.

    B.   The effective date of the election in A. above shall be
         ___________________________ (but not earlier than the first day of the
         first Plan Year beginning after 1986).

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



                                       10
<PAGE> 
VI.  CONTRIBUTIONS

     A.   Profit sharing plan formulas (choose 1 or 2)(Plan section 4.19(b)):

          1.   [X]  Discretionary pursuant to Employer resolution. If no
                    resolution is adopted, then _0_% of Participants'
                    compensation.

          -or-

          2.   [ ]  ___% of Participants' Compensation, plus discretionary
                    amount, if any, by Employer resolution.

          NOTE: Each of these formulas is subject to maximum limitations on
          contributions as provided in the Plan and the Internal Revenue Code.
          In no event may the Employer Contribution exceed 15% of the aggregate
          compensation of all Participants for the year, plus up to 10% credit
          carryover in certain circumstances. Additional limitations are
          included in the Plan where the Employer also has another qualified
          retirement plan. The limit on contributions and forfeitures allocated
          to an individual participant's account, per year is generally the 
          lesser of 25% of compensation or $30,000.

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

VII. ALLOCATION OF EMPLOYER CONTRIBUTIONS

     A.   Formula (choose 1 or 2)(Plan section 5.3(b)). NOTE: If you provide
          for hardship withdrawals you must use Formula 1.

          1.   [X]  Nonintegrated Plan -- Employer contributions shall be
                    allocated to the accounts of all eligible Participants
                    prorated upon compensation.

                    -or-

          2.   [ ]  Integrated Plan -- Employer contributions and forfeitures
                    shall be integrated with Social Security and allocated in
                    accordance with the provisions of Plan section 5.3(b). The
                    Plan's Integration Level shall be (choose (a),(b) or (c))):

               (a)  [ ]  Taxable Wage Base. (The maximum amount considered as
                         wages for such year under section 3121(a)(1) of the 
                         Internal Revenue Code (the Social Security taxable wage
                         base) as of the beginning of the Plan Year).
             
                         -or-

               (b)  [ ]  $______ (a dollar amount not to exceed the Taxable
                         Wage Base).

                         -or-

               (c)  [ ]  _____% of the Taxable Wage Base (not to exceed 100%).

               NOTE: If you maintain any other plan in addition to this Plan,
               only one plan may be integrated with Social Security.


     B.   Contribution Eligibility (Plan section 4.1(c)):

          The Plan provides that all Participants will share in Employer
          Contributions for the Plan Year, except the following (if elected):

          [ ]  Participants who terminate employment during the Plan year with
               not more than 500 Hours of Service and who are not Employees as
               of the last day of the Plan Year (other than Participants who
               die, retire or become Totally and Permanently Disabled).

          If a fewer number of hours than 500 is desired, state the number
          here: _____.




                                       11
<PAGE> 
- --------------------------

VIII.     DISTRIBUTIONS.

          A.   Normal Retirement Age is (choose 1 or 2)(Plan section 2.26):

               1.   [X]  The date a Participant reaches age 65 (not more than 65
                         or less than 55). If no age is indicated, normal
                         retirement age shall be 65.

               2.   [ ]  The later of age ____ (not more than 65) or the ____
                         (not more than 5th) anniversary of the day the
                         Participant commenced participation in the Plan. The
                         participation commencement date is the first day of the
                         first Plan Year in which the Participant commenced
                         participation in the Plan.

          B.   Early Retirement Date (choose 1 or 2)(Plan section 2.10):

               1.   [ ]  Early Retirement Date is the first day of the month
                         coincident with or next following the date upon which a
                         Participant reaches age 55 (not less than 55) and
                         completes 5 years of service (not more than 15).


               2.   [X]  Early Retirement will not be permitted under the Plan.

     C.   All distributions will be in the form of a lump sum in accordance with
          the Safe Harbor Rules in Article 9, Section 9.6 of the Plan Document.
          
- --------------------------

IX.  OPTIONAL FEATURES

     A.   Hardship withdrawals (choose 1 of 2)(Plan section 12.2):

          1.   [ ]  The Plan permits hardship withdrawals.

                    - or -

          2.   [X]  The Plan does not permit hardship withdrawals.

          NOTE:     The Plan may not provide hardship withdrawals if integration
                    with Social Security is elected in section VII.A.2.

     B.   Loans (choose 1 or 2)(Plan ARTICLE 13):

          1.   [ ]  The Plan permits loans to Participants.

                    - or -

          2.   [X]  The Plan does not permit loans to Participants.

          NOTE:     The Plan may not permit loans to Owner-Employees of
                    noncorporate entities or to Shareholder-Employees of
                    subchapter S corporations. If Plan loans are permitted, the
                    Trustee designated in section XVI of this Adoption Agreement
                    may not be the Sponsor's designated Trustee.]

     C.   Insurance (choose 1 or 2)(Plan ARTICLE 14):
          
          1.   [ ]  The Plan permits Participants to designate a portion of
                    their Account to purchase life insurance contracts. (MUST
                    NOT be selected if Sponsor's designated trustee is appointed
                    as Trustee).



                                       12
<PAGE> 

                         The percentage of the Employer Contributions which may
                         be applied to purchase life insurance contracts shall
                         be equal to _____%.

                         -or -

        2.       [X]     The Plan does not permit Participants to designate a
                         portion of their Account to purchase life insurance
                         contracts.

        NOTE:    Section 14.5 of the Plan provides certain limits on the amount
        of Employer Contributions that can be applied to purchase life
        insurance contracts.]

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

X.       VESTING

         Employer Contributions and earnings will become vested if the
         Participant terminates employment for any reasons other than
         retirement at or after Normal Retirement Age or Early Retirement Date,
         death, or disability pursuant to the following schedule (choose A, B,
         C or D) (Plan section 8.3):

<TABLE>
<CAPTION>
        A.      [ ]      Years of
                Service  Vested         Percentage
                -------  --------       ----------
                         <S>            <C>
                         1 year                0%
                         2 years              20%
                         3 years              40%
                         4 years              60%
                         5 years              80%
                         6 or more years     100%
</TABLE>

        B.      [ ]      100% vesting immediately after satisfaction of the 
                         eligibility requirements.

         NOTE: If a service requirement greater than one year is chosen for
         eligibility in section III.A.1. of this Adoption Agreement, vesting
         schedule B must be chosen.

        C.      [ ]      100% vesting after years of service (not to exceed 
                         three).

                         - or -

<TABLE>
<CAPTION>
        D.      [ ]             Years of                 
                Service         Vested             Percentage      
                -------         --------           ----------      
                <S>             <C>             <C>         
                                1 year           ___%                    
                                2 years          ___% (not less than 20) 
                                3 years          ___% (not less than 40) 
                                4 years          ___% (not less than 60) 
                                5 years          ___% (not less than 80) 
                                6 years          ___% (not less than 100)
</TABLE>

- ------------------------------
XI.      INVESTMENT CHOICES

         A.      [X]      Investment of Trust assets may be selected only from 
                          Shares or other investments offered by the Sponsor. 
                          (AIM Distributors Inc., AIM Family of Funds)

         B.      [ ]      ___% of the Trust assets must be invested in Shares
                          or other investments offered by the Sponsor with the 
                          remainder in such other investments as may be 
                          acceptable within the discretion of the Trustee.




                                       13
<PAGE> 

         C.      [ ]      50% of the Trust assets must be invested in Shares or
                          other investments offered by the Sponsor with the
                          remainder  in such other investments as may be 
                          acceptable within the  discretion of the Trustee.

         D.      [ ]      25% of the Trust assets must be invested in Shares or
                          other investments offered by the Sponsor with the 
                          remainder  in such other investments as may be 
                          acceptable within the discretion of the Trustee.

                          The Sponsor may impose additional limitations 
                          relating to the type of permissible investments in 
                          the Trust (Plan section 7.3).

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

XII.     INVESTMENT AUTHORITY

         Contributions to the Plan shall be invested by the Trustee in
         accordance with instructions of the Employer or Plan Administrator
         except that (choose A, B or C) (Plan section 7.2):

         A.      [ ]      No exceptions; the or Plan Administrator shall make
                          all investment selections.

         B.      [ ]      The Employer delegates all investment responsibility 
                          to the Trustee. (MAY NOT be selected if Sponsor's 
                          designated trustee is appointed as Trustee).]

         C.      [X]      Each Participant [ ] may, [X] shall direct that:

                 1.       [X]     Amounts voluntarily contributed by such 
                                  Participant pursuant to section 4.3 of the 
                                  Plan, rollover contributions pursuant to 
                                  section 4.4 of the Plan and direct transfers
                                  pursuant to section 4.5 of the Plan, if any,

                         - and/or -

                 2.       [X]     Employer Contributions on the Participant's 
                                  behalf, shall be invested in specified 
                                  investments offered by the Sponsor. 
                                  Participants may make or change such 
                                  directions by giving written notice to the 
                                  Plan Administrator.  Reasonable restrictions
                                  may be imposed on this privilege by the Plan
                                  Administrator or the Sponsor for purposes of
                                  administrative convenience.

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

XIII.    TOP-HEAVY PROVISIONS

         Participants who are eligible to receive the minimum allocation
         provided by section 5.2 of the Plan shall receive a minimum allocation
         of contributions and forfeitures under this Plan equal to 3% of
         Compensation, or if lesser, the largest percentage of Compensation
         allocated on behalf of any Key Employee for the Plan Year.

         NOTE: If the Participant also participates in paired defined
               contribution plan #002 (the money purchase pension plan), the 
               required minimum allocation must be made under paired defined 
               contribution plan #002 (the money purchase pension plan).

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

                                       14

<PAGE> 

XIV.     ALLOCATION LIMITATIONS

         COMPLETE THIS SECTION ONLY IF YOU MAINTAIN OR EVER MAINTAINED ANOTHER
         QUALIFIED PLAN (OTHER THAN PAIRED PLAN #002) IN WHICH ANY PARTICIPANT
         IN THIS PLAN IS (OR WAS) A PARTICIPANT OR COULD BECOME A PARTICIPANT.
         THIS SECTION MUST ALSO BE COMPLETED IF THE EMPLOYER MAINTAINS A
         WELFARE BENEFIT FUND, AS DEFINED IN SECTION 419(e) OF THE CODE, OR AN
         INDIVIDUAL MEDICAL ACCOUNT, AS DEFINED IN SECTION 415(l)(2) OF THE
         CODE, UNDER WHICH AMOUNTS ARE TREATED AS ANNUAL ADDITIONS WITH RESPECT
         TO ANY PARTICIPANT IN THIS PLAN.

         A.      If the Participant is covered under another qualified defined
                 contribution plan maintained by the Employer, other than a 
                 master or prototype plan (choose either 1 or 2) (Plan section
                 6.3):

                 1.   [ ]  The provision of section 6.2 will apply as if the  
                           other plan were a master or prototype plan.

                 - or -

                 2.   [ ]  (On an attachment, provide the method under which 
                           the plans will limit total annual additions to the 
                           maximum permissible amount, and will properly reduce 
                           any excess amounts, in a manner that precludes 
                           Employer discretion).

         B.      If the Participant is or has ever been a participant in a
                 defined benefit plan maintained by the Employer attach an 
                 explanation of the method under which the plan involved will 
                 satisfy the 1.0 limitation in a manner that precludes 
                 Employer discretion.

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

XV.      ADMINISTRATION

         A.      The Plan Administrator of the Plan will be (choose 1, 2, 3 or
                 4) (Plan sections 2.30 and 15.4):

                 1.      [ ]      The Trustee

                                  - or -

                 2.      [X]      The Employer

                                  - or -

                 3.      [ ]      An individual Plan Administrator designated 
                                  by the Employer

                                  -----------------------------------
                                  Name

                                  -----------------------------------
                                  Address

                                  -----------------------------------
                                  Signature

                 - or -




                                       15

<PAGE> 
                 4.      [ ]      A committee of two or more Employees 
                                  designated by the Employer:

                                  -----------------------------
                                  Name & Title

                                  -----------------------------
                                  Signature


                                  -----------------------------
                                  Name & Title

                                  -----------------------------
                                  Signature


                                  -----------------------------
                                  Name & Title

                                  -----------------------------
                                  Signature

         NOTE:   If no Plan Administrator has been designated or serving at any
                 time, the Employer will be deemed the Plan Administrator 
                 (Plan section 15.4).

        B.      The Plan Administrator (including all members of a committee, 
                if a committee is named) is a Named Fiduciary for the Plan. If
                other persons are also to be Named Fiduciaries, their names 
                and addresses are:

                
                Name:
                     -------------------------------------------

                Address:
                        ----------------------------------------

                ------------------------------------------------
                Signature


                Name:
                     -------------------------------------------

                Address:
                        ----------------------------------------

                ------------------------------------------------
                Signature


                Name:
                     -------------------------------------------

                Address:
                        ----------------------------------------

                ------------------------------------------------
                Signature

        C.      The Named Fiduciaries have all of the powers set forth in the 
                Plan. If any powers or duties are to be allocated among them, 
                or delegated to third parties, indicate below what the powers 
                or duties are and to whom they are to be delegated (Plan 
                section 15.3):

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

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

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

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



                                      16
<PAGE> 

XVI.     THE TRUSTEE

         A.     The Employer hereby appoints the following to serve as 
                Trustee, and the trustee, by signing this Adoption Agreement 
                accepts the appointment (complete either A or B) (Plan section 
                2.39):

                Name:
                     --------------------------------

                Address:
                        -----------------------------

                        -----------------------------
                Dated:
                      -------------------------------

                             (Signature of) Trustee


                Name:
                     --------------------------------

                Address:
                        -----------------------------

                        -----------------------------
                Dated:
                      -------------------------------

                             (Signature of) Trustee

         B.     The Employer hereby appoints the Sponsor's designated 
                trustee(s) to serve as Trustee(s):

                Name:
                     --------------------------------

                Address:
                        -----------------------------

                        -----------------------------
                Dated:
                      -------------------------------

                             (Signature of) Trustee


                Name:
                     --------------------------------

                Address:
                        -----------------------------

                        -----------------------------
                Dated:
                      -------------------------------

                             (Signature of) Trustee

                Name:
                     --------------------------------

                Address:
                        -----------------------------

                        -----------------------------
                Dated:
                      -------------------------------

                             (Signature of) Trustee




                                       17
<PAGE> 

VII.     EMPLOYER SIGNATURE

         The Employer acknowledges receipt of the current prospectus of the
         investment companies designated by the Employer for its initial
         investments under the Plan and represents that it has delivered a copy
         thereof to each Participant in the Plan, and that it will deliver to
         each Participant making contributions and each new Participant, a copy
         of the then current prospectus of such investment companies. The
         Employer further represents that the information in this Adoption
         Agreement shall become effective only when approved and countersigned
         by the Trustee. The right to reject this Adoption Agreement for any
         reason is reserved by the sponsor.

         This Adoption Agreement must be used only in conjunction with basic
         plan document #01.

         NOTE:   An Employer who has ever maintained or who later adopts any
                 plan (including, after December 31, 1985, a welfare benefit
                 fund, as defined in section 419(e) of the Code, which provides
                 post-retirement medical benefits allocated to separate
                 accounts for Key Employees, as defined in section 419A(d)(3) of
                 the Code, or an individual medical account, as defined in
                 section 415(1)(2) of the Code), in addition to this Plan
                 (other than paired defined contribution plan #002), may not
                 rely on the opinion letter issued by the National Office of
                 the Internal Revenue Service as evidence that this Plan is
                 qualified under section 401 of the Internal Revenue Code. If
                 the Employer who adopts or maintains multiple plans wishes to
                 obtain reliance that the plans are qualified, application for a
                 determination letter should be made to the appropriate Key
                 District Director of Internal Revenue.

                 This Adoption Agreement consists of 11 pages.

         IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement 
         to be executed by its duly authorized officers this ___ day of ____.
                                                           

                                        -------------------------------
                                        (Name of Employer)

                                  By:
                                        -------------------------------
                                        (Name & Title)

                                  Date:
                                       ------------------




                                          18
<PAGE> 
                  ADOPTING THE AIM MONEY PURCHASE PENSION PLAN
                            ADOPTION AGREEMENT #002

                                       19
<PAGE> 

                ADOPTING THE AIM MONEY PURCHASE PENSION PLAN ADOPTION
                                    AGREEMENT #002

To adopt the AIM Sponsored Money Purchase Pension Plan you will need to
complete the following forms:

o       The Money Purchase Pension Adoption Agreement and Summary Plan
        Description (SPD) 

o       A Money Purchase Pension Account Application

o       An Enrollment and Beneficiary Designation Form for each  participant.

PLAN STRUCTURE:

If you are establishing "pooled" investment accounts, utilizing a third party
administrator for record keeping:

o       Submit only the AIM Money Purchase Profit Sharing and/or Profit Sharing
        Plan Account Application indicating all the AIM Funds permitted as 
        investment options by the Plan. You must identify the Plan's trustees.

If you want AIM to establish separate mutual fund accounts for each plan
participant, registered in the plan's name:

o       Submit the AIM Money Purchase Plan Account Application with the 
        participant enrollment forms (Section VII)

o       Identify each participant's name, mailing address, SS # and their AIM 
        Fund's investment election on the enrollment form.

o       The plan administrator must submit all contributions with a breakdown 
        identifying each participant, and their total contribution allocated 
        to the funds the participant has chosen.

o       The minimum contribution per participant is $25 per fund, per 
        contribution submission.

o       The maximum number of individual participants accounts AIM will 
        establish is 50 utilizing no more than 6 AIM Funds.

o       Duplicate statements will be issued to your recordkeeper or 
        administrator if requested.

                 Return to:
                                        AIM Fund Services 
                                        P.O. Box 4739
                                        Houston, TX 77210-4739

ADOPTION AGREEMENT

To make it easy for you, the Money Purchase Pension Adoption Agreement has been
partially completed to reflect the retirement plans provisions most frequently
chosen. Please review the completed plan adoption agreement with your legal or
tax advisor to ensure that the plan provisions are correct. NOTE: If desired,
you may change any of the prechecked elections by making the appropriate change
and placing your initials and date next to the section being changed.

                          [X] PRE-CHECKED SECTIONS:

The key sections in this Adoption Agreement which have been completed are as
follows:

o       All employees who are Age 21 and have fulfilled one year of service are
        eligible for contributions.  (Years of service cannot exceed 2 years:
        all contributions are then 100% vested).




                                       20
<PAGE> 
o       An employee who completes 1,000 hours of service, within 12 consecutive
        months of their date of hire, is credited with a year of service for
        initial eligibility. Only 500 hours of service are required in any year
        thereafter for a participant to be eligible for a plan contribution.
        There is no requirement that a participant be employed on the last day
        of the plan year to receive a contribution in the year they separate
        from service.

o       After fulfilling age and service eligibility requirements, employees
        will enter the plan on the plan anniversary date or the date which is
        six months subsequent to each plan anniversary date. (Calendar Year =
        January 1 & July 1)

o       All union and non-resident alien employees are excluded from
        participation.

o       A MONEY PURCHASE PENSION PLAN REQUIRES A FIXED ANNUAL CONTRIBUTION FROM
        THE EMPLOYER STATED AS A PERCENTAGE OF EACH ELIGIBLE EMPLOYEE'S
        COMPENSATION (SECTION VI).

o       The plan is not integrated with Social Security. If you choose to
        integrate your contribution, AIM will not compute the allocation.

o       Normal retirement age of 65.

o       No Loans and No Hardship Distributions are permitted.

o       No Life Insurance may be purchased by the plan

                MONEY PURCHASE PENSION PLAN ADOPTION AGREEMENT
                     SECTIONS TO BE COMPLETED BY EMPLOYER

The following sections must be completed by the employer.

Section II:      Employer Data (Page 2) - Complete A through G. If applicable,
                 Complete H and I. (Name, address, TIN, etc.)

Section VI:      Contributions - Must complete percentage under A(1).

Section IX:      Vesting - Choose the vesting schedule desired.

Section XV:      Self Trusteed Plan - You must designate the trustee of this
                 plan. Neither AIM nor Boston Safe Deposit & Trust Company will
                 be the plan's trustee.

Section XVI:     Employer Signature - Read the employer acknowledgment and
                 execute this section.

Fidelity Bond -  Contact your insurance company regarding the purchase of a
                 fidelity bond which will cover the plan and plan fiduciaries.
                 The bond must be for at least $1,000 or an amount equal to 10%
                 of the plan's assets not to exceed $500,000.




                                      21

<PAGE> 
FAILURE TO PROPERLY COMPLETE THESE DOCUMENTS COULD RESULT IN DISQUALIFICATION
OF YOUR PLAN AND LOSS OF TAX BENEFITS. DEADLINE: NEW PLANS MUST BE EXECUTED BY
THE LAST DAY OF THE PLAN'S TAX YEAR (CALENDAR OR FISCAL).

PLAN ADMINISTRATION: NEITHER AIM DISTRIBUTIONS, NOR AIM FUND SERVICES WILL ACT
AS THE PLAN ADMINISTRATOR. AIM WILL NOT REVIEW PLAN DOCUMENTS, COMPUTE
CONTRIBUTION ALLOCATION, PROVIDE RECORD KEEPING SERVICES, PERFORM
DISCRIMINATION TEST, OR FILE FORM 5500. ALL ADMINISTRATIVE, TAX REPORTING AND
ACCOUNTING FUNCTIONS ARE THE RESPONSIBILITY OF THE PLAN SPONSOR OR APPOINTED
THIRD PARTY.





                                       22
<PAGE> 
                   MONEY PURCHASE PENSION ADOPTION AGREEMENT
                 FOR PROTOTYPE PAIRED DEFINED CONTRIBUTION PLAN
                                #002 SPONSORED BY
                             AIM DISTRIBUTORS, INC.

                            ADOPTION AGREEMENT #002

This is the Adoption Agreement for paired defined contribution plan #002 of
basic plan document #01, which is a combined prototype profit sharing/money
purchase pension defined contribution plan. This adoption agreement may be
adopted either singly or in combination with paired defined contribution plan
#001, a prototype profit sharing plan.

Note:  Before executing this Adoption Agreement, the Employer should consult
with a tax advisor or attorney. Failure to properly complete this Adoption
Agreement may result in Plan disqualification.

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

The Employer hereby establishes a money purchase pension plan and a trust upon
the respective terms and conditions contained in the prototype paired defined
contribution plan (the "Plan") and the Trust Agreement annexed hereto and
appoints as Trustee of such trust the person(s) who have executed this Adoption
Agreement evidencing their acceptance of such appointment. The Plan, the Trust
Agreement, and the Custody Agreement, if applicable, shall be supplemented and
modified by the terms and conditions contained in this Adoption Agreement and
shall be effective on the Effective Date.

The Sponsor will inform the Employer of any amendments made to the Plan or the
discontinuance or abandonment of the Plan.

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

I.   SPONSOR DATA

     A.   AIM DISTRIBUTORS, INC.
          ----------------------
          Name of Sponsor (or authorized representative)

     B.   11 GREENWAY PLAZA SUITE 1919
          ----------------------------
          Address

          HOUSTON, TX  77046
          ------------------
          City     State

     C.   (713) 347-1919
          --------------
          Telephone Number

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

II.  EMPLOYER DATA

     A.
          ----------------------------------------------
          (Name of Employer and Employer Identification Number

     B.
          ----------------------------------------------
          Address


2.   C.   (   )
           --- ------------------------------------------
          Telephone Number
     D.   
          -------------------------------
          Employer's Taxable Year End
     E.
          -------------------------------
          Plan Year End


                                       23

<PAGE> 
     F.   The Employer is:    [ ] A corporate entity
                              [ ] A noncorporate entity
                              [ ] A corporation electing to be taxed under
                                  Subchapter S
     G.   
          -----------------------
          Effective Date (should be first day of a Plan Year)

     H.   If this is an amendment of an existing plan, complete the following:

          -----------------------
          Effective Date of Amendment (should be first day of a Plan Year)

          -----------------------
          Name of Prior Plan

          -----------------------
          Effective Date of Prior Plan

     I.
          -----------------------
          Limitation Year, if different from E., above

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

III. ELIGIBILITY

     A.   Employee shall be eligible to participate in the Plan upon completion
          of the eligibility requirements (complete 1 and 2)(Plan section 3.1):

          1.   Years of Service.  The Employee must complete (check one box):

               [X]  One Year of Service

               [ ]  ___ Years of Service. (You can require less than or more
                    than one Year of Service, but not more than two (2). If you
                    select more than one Year of Service, the Employee must be
                    100% vested once he becomes eligible, and you must select
                    vesting schedule B in section IX of this Adoption Agreement.
                    If the Year of Service is or includes a fractional year, an
                    Employee will not be required to complete any specified
                    number of Hours of Service (Section IV, A of this Adoption
                    Agreement) to receive credit for such fractional year.

          2.   Age. The Employee must attain age 21 (not greater than age 21).

     B.   The following Employees will not be eligible to participate in the
          Plan (Plan section 3.1):

          [X]  Union Employees.  Employees included in a unit of employees
               covered  by a collective bargaining agreement between the
               Employer and the Employee representatives (as defined in section
               3.1(b)(i) of the Plan), if retirement benefits were the subject
               of good faith bargaining.

          [X]  Nonresident Aliens.  Employees who are nonresident aliens and
               who receive no earned income from the Employer which constitutes 
               income from sources within the United States.

               For purposes of this section III, the term "Employee" includes
               all employees of this Employer or any employer aggregated with 
               this Employer under sections 414(b),(c),(m) or (o) of the Code 
               and individuals who are Leased Employees required to be 
               considered Employees of any such employer under section 414 (n)
               or (o) of the Code.

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


                                       24

           




     
<PAGE> 
IV.  CREDITED SERVICE

     A.   The Plan provides that a Year of Service requires at least 1,000 hours
          during any Plan Year. If a lower number of hours is desired, state the
          number here: 1,000 (Plan section 2.42).

     B.   The Plan permits Hours of Service to be determined by the use of
          service equivalencies under one of the methods selected below (choose
          one method) (Plan section 2.19):

          1.   [X]  On the basis of actual hours of which an Employee is paid or
                    entitled to payment.

          2.   [ ]  On the basis of days worked. An Employee will be credited
                    with ten (10) Hours of Service if under section 2.19 of the
                    Plan such Employee would be credited with at least one (1)
                    Hour of Service during the day.

          3.   [ ]  On the basis of weeks worked. An Employee will be credited
                    with forty-five (45) Hours of Service if under section 2.19
                    of the Plan such Employee would be credited with at least
                    one (1) Hour of Service during the week.

          4.   [ ]  On the basis of semimonthly payroll periods. An Employee
                    will be credited with ninety-five (95) Hours of Service if
                    under section 2.19 of the Plan such Employee would be
                    credited with at least one (1) Hour of Service during the
                    semimonthly payroll period.

                    - or -

          5.   [ ]  On the basis of months worked. An Employee will be credited
                    with one hundred ninety (190) Hours of Service if under
                    section 2.19 of the Plan such Employee would be credited
                    with at least one (1) Hour of Service during the month.

     C.   Service with a predecessor employer (choose 1 or 2)(Plan sections 3.3
          and 8.5):

          1.   [X]  No credit will be given for service with a predecessor
                    employer.

                    - or -

          2.   [ ]  Credit will be given for service with the following
                    predecessor employer(s):

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

          NOTE:     The Plan provides that if this is a continuation of a
                    predecessor plan, service under the predecessor plan must be
                    counted.

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

V.   COMPENSATION

     A.   Compensation (choose 1 or 2)(Plan section 2.7):

          1.   [ ]  shall include

                    - or -

          2.   [X]  shall not include

          Employer Contributions made pursuant to a salary reduction agreement
          which are not includable in the gross income of the Employee under
          sections 125, 402(a)(8), 402(h) or 403(b) of the Code.

     B.   The effective date of the election in A. above shall be __________
          (but not earlier than the first day of the first Plan Year beginning
          after 1986).



                                       25
<PAGE> 
VI.  CONTRIBUTIONS

     A.   Formulas (choose 1 or 2)(Plan section 4.1.(a)):

          1.   [X]  Plan no integrated with Social Security

               The Employer will contribute ___% of compensation for each
               Participant (not less than 3% if the profit sharing Adoption 
               Agreement is also adopted and, in any event, not more than 25%).

          2.   [ ]  Integrated Plan - The Employer will contribute an amount
                    equal to  ___% (base contribution percentage, not less than
                    3) of each Participant's Compensation (as defined in
                    section 2.7 of the Plan) for the Plan Year, up to the
                    Integration Level plus ___% (not less than 3% and not to
                    exceed the base contribution percentage by more than the
                    lesser of: (1) the base contribution percentage, or (2) the
                    Maximum Disparity Rate of such Participant's Compensation
                    in excess of the Integration Level.

               a.   [ ]  Taxable Wage Base.  (The maximum amount considered as
                         wages for such year under section 3121(a)(1) of the
                         Internal Revenue Code (the Social Security taxable
                         wage base) as of the beginning of the Plan Year).

                         -or-

               b.   [ ]  $_________(a dollar amount not to exceed the Taxable
                         Wage Base).  
                         
                         -or-

               c.   [ ]  ______% of the Taxable Wage Base (not to exceed 100%).

               NOTE:  If you maintain any other plan in addition to this Plan,
                      only one plan may be integrated with Social Security.
              
B.   Forfeitures for a given Plan Year (choose 1 or 2)(Plan section 5.3(a)):

     1.   [ ]  Shall be applied to reduce the Employer Contribution in that
               year, or if in excess of the Employer Contribution for such Plan
               Year, the excess amounts shall be used to reduce the Employer 
               Contribution in the next succeeding Plan Year or Years.
                                  
               -or-

     2.   [ ]  Shall be added to the Employer Contribution and allocated
               accordingly.
          

C.   Contribution Eligibility (Plan section 4.1(c)):

     The Plan provides that all Participants will share in Employer
     Contributions for the Plan Year, except the following (if elected):

     [X]  Participants who terminate employment during the Plan Year with not
          more than 500 Hours of Service and who are not Employees as of the
          last day of the Plan Year (other than Participants who die, retire or
          become Totally and Permanently Disabled).
          
     If a fewer number of hours than 500 is desired, state the number here:____.



                                       26



<PAGE> 

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

VII. DISTRIBUTIONS

     A.   Normal Retirement Age is (choose 1 or 2 )(Plan section 2.26):

          1.   [X]  The date a Participant reaches age 65
                    (not more than 65 or less than 55.) If no age is indicated,
                    normal retirement age shall be 65.

                    -or-

          2.   []   The later of age ______ (not more than 65) or the ______
                    (not more than 5th) anniversary of the day the Participant 
                    commenced participation in the Plan. The participation
                    commencement date is the first day of the first Plan Year
                    in which the Participant commenced participation in the
                    Plan.

     B.   Early Retirement (choose 1 or 2)(Plan section 2.10):

          1.   []   Early Retirement Date is the first day of the month
                    coincident with or next following the date upon which a
                    Participant reaches age 55 (not less than 55) and completes
                    5 years of service (not more than 15)

                    -or-

          2.   [X]  Early Retirement will not be permitted under the Plan.

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

VIII. OPTIONAL FEATURES

     A.   Loans (choose 1 or 2)(Plan ARTICLE 13):

          1.   []   The Plan permits loans to Participants.

               -or-

          2.   [X]  The Plan does not permit loans to Participants.

          NOTE: The Plan may not permit loans to Owner-Employees of noncorporate
                entities or to Shareholder-Employees of subchapter S 
                corporations. If Plan loans are permitted, the Trustee
                designated in section XV of this Adoption Agreement may not
                be the Sponsor's designated Trustee.]
          
     B.   Insurance (choose 1 or 2)(Plan ARTICLE 14):

          1.   [    The Plan permits Participants to designate a portion of
                    their Account to purchase life insurance contracts. (MUST
                    NOT be selected if Sponsor's designated trustee is appointed
                    as Trustee).    

                    The percentage of the Employer Contributions which may be
                    applied to purchase life insurance contracts shall be equal
                    to ___%. 

                    -or-

          2.   [X]  The Plan does not permit Participants to designate a portion
                    of their Account to purchase life insurance contracts.

          NOTE: Section 14.5 of the Plan provides certain limits on the amount 
                of Employer contributions that can be applied to purchase life
                insurance contracts.




                                       27
<PAGE> 
- ------------------------

IX.  VESTING
     
     Employer Contributions will become vested if the Participant terminates
     employment for any reasons other than retirement, death, or disability
     pursuant to the following schedule (chosen A, B, C or D) Plan section 8.3):

<TABLE>
<CAPTION>
     A.   [ ]  Years of
               Service Vested Percentage
               -------------------------

               <S>                 <C>      
               1 year                0%
               2 years              20%
               3 years              40%
               4 years              60%
               5 years              80%
               6 or more years     100%
</TABLE>

     B.   [ ]  100% vesting immediately after satisfaction of the eligibility
               requirements.

     NOTE:     If a service requirement greater than one year is chosen for
               eligibility in section III.A.1. of this Adoption Agreement,
               vesting schedule B must be chosen).

     C.   [ ]  100% vesting after ____ years of service (not to exceed three).

               - or -

<TABLE>
<CAPTION>
     D.   [ ]  Years of 
               Service Vested Percentage
               -------------------------      
               <S>         <C>      
               1 year      ___%
               2 years     ___%(not less than 20)
               3 years     ___%(not less than 40)
               4 years     ___%(not less than 60)
               5 years     ___%(not less than 80)
               6 years     ___%(not less than 100)
</TABLE>

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

X.   INVESTMENT CHOICES

     A.   [X]  Investment of Trust assets may be selected only from Shares or
other investments offered by the Sponsor.

     B.   [ ]  ___% of the Trust assets must be invested in Shares or other
               investments offered by the Sponsor with the remainder in such
               other investments as may be acceptable within the discretion of
               the Trustee.]

     C.   [ ]  50% of the Trust assets must be invested in Shares or other
               investments offered by the Sponsor with the remainder in such
               other investments as may be acceptable within the discretion of
               the Trustee.]

     D.   [ ]  25% of the Trust assets must be invested in Shares or other
               investments offered by the Sponsor with the remainder in such
               other investments as may be acceptable within the discretion of
               the Trustee.]

               The Sponsor may impose additional limitations relating to the
               type of permissible investments in the Trust (Plan section 7.3).



                                       28
<PAGE> 
- ------------------------------
XI.    INVESTMENT AUTHORITY

       Contributions to the Plan shall be invested by the Trustee in accordance
       with instructions of the Employer or Plan Administrator except that 
       (choose [A], [B] or [C])] (Plan section 7.2): 

       A.   [ ]  No exceptions; the Employer or Plan Administrator shall make 
                 all investment selections.

       B.   [ ]  The Employer delegates all investment responsibility to the
                 Trustee. (MUST NOT be selected if Sponsor's designated trustee 
                 is appointed as Trustee.)]

                 -or-

       C.   [X]  Each Participant [ ] may, [X] shall direct that:

            1.   [ ]  Amounts voluntarily contributed by such Participant
                      pursuant to section 4.3 of the Plan rollover contributions
                      pursuant to section 4.4 of the Plan, and direct transfers
                      pursuant to section 4.5 of the Plan, if any,

                      -and/or-

            2.   [X]  Employer Contributions on the Participant's behalf shall 
                      be invested in specified investments offered by the 
                      Sponsor. Participants may make or change such directions 
                      by giving written notice to the Plan Administrator. 
                      Reasonable restrictions may be imposed on this privilege
                      by the Plan Administrator or the Sponsor for purposes of 
                      administrative convenience.


- ------------------------------
XII.    TOP-HEAVY PROVISIONS

        Participants who are eligible to receive the minimum allocation provided
        by section 5.2 of the Plan shall receive a minimum contribution under
        this Plan equal to 3% of Compensation, or if lesser, the largest
        percentage of Compensation allocated on behalf of any Key Employee for
        the Plan Year under this Plan and paired defined contribution plan #001.

        NOTE: If the Participant also participates in paired defined
        contribution plan #001 (the profit sharing plan), the required minimum
        contribution must be made under this Plan, even if the integrated plan
        combination formula is selected.

- ------------------------------
XIII.   ALLOCATION LIMITATIONS

        COMPLETED THIS SECTION ONLY IF YOU MAINTAIN OR EVER MAINTAINED ANOTHER
        QUALIFIED PLAN (OTHER THAN PAIRED PLAN #001) IN WHICH ANY PARTICIPANT IN
        THIS PLAN IS (OR WAS) A PARTICIPANT OR COULD BECOME A PARTICIPANT. THIS
        SECTION MUST ALSO BE COMPLETED IF THE EMPLOYER MAINTAINS A WELFARE
        BENEFIT FUND, AS DEFINED IN SECTION 419(e) OF THE CODE, OR AN INDIVIDUAL
        MEDICAL ACCOUNT, AS DEFINED IN SECTION 415(1)(2) OF THE CODE, UNDER
        WHICH AMOUNTS ARE TREATED AS ANNUAL ADDITIONS WITH RESPECT TO ANY
        PARTICIPANT IN THIS PLAN.

        A.     If the Participant is covered under another qualified defined
               contribution plan maintained by the Employer, other than a master
               or prototype plan (choose either 1 or 2)(Plan section 6.3):

               1.   [ ]  The provisions of section 6.2 will apply as if the
                         other plan were a master or prototype plan.




                                       29



<PAGE> 
                              -or-

                2.   [ ]  (On an attachment, provide the method under which the 
                          plans will limit total annual additions to the 
                          permissible amount, and will properly reduce any 
                          excess amounts, in a manner that precludes 
                          Employer discretion).

          B.   If the Participant is or has ever been a participant in a
               defined benefit plan maintained by the Employer attach an
               explanation of the method under which the plan involved will
               satisfy the 1.0 limitation in a manner that precludes Employer
               discretion.

- ------------------------------
XIV.      ADMINISTRATION

          A.   The Plan Administrator of the Plan will be (choose [1], [2], [3]
               or [4]) (Plan sections 2.30 and 15.4):          

               1.   [ ]  The Trustee

          NOTE:     If the Trustee designated in section XV of this Adoption
                    Agreement is the Sponsor's designated Trustee, it may be 
                    appointed as Plan Administrator.

                         -or-

               2.   [X]  The Employer

                         -or-

               3.   [ ]  An individual Plan Administrator designated by the 
                         Employer    


                         --------------------------------------------------
                         Name

                         --------------------------------------------------
                         Address
                          
                         --------------------------------------------------

                         -or-

               4.   [ ]  A committee of two or more Employees designated by the
                         Employer:

                         --------------------------------------------------
                         Name & Title

                         --------------------------------------------------
                         Signature

                         --------------------------------------------------
                         Name & Title

                         --------------------------------------------------
                         Signature

                         --------------------------------------------------
                         Name & Title

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



                                       30

<PAGE> 
                                   [Signature]

     NOTE: If no Plan Administrator has been designated or serving at any time,
     the Employer will be deemed the Plan Administrator (Plan section 15.4).

B.   The Plan Administrator (including all members of a committee, if a
     committee is named) is a Named Fiduciary for the Plan. If other persons are
     also to be Named Fiduciaries, their names and addresses are:

     Name:
          -----------------------------------

     Address:
             --------------------------------

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

     Name:
          -----------------------------------

     Address:
             --------------------------------

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



     Name:
          -----------------------------------

     Address:
             --------------------------------

     ----------------------------------------
     
C.   The Named Fiduciaries have all of the powers set forth in the Plan. If any
     powers or duties are to be allocated among them, or delegated to third
     parties, indicate below what the powers or duties are and to whom they are
     to be delegated (Plan section 15.3):

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

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

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

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

***************************

XV.  THE TRUSTEE

     A.   The Employer hereby appoints the following to serve as Trustee (Plan
          section 2.39):

     Name:
          ------------------------------------

     Address:
            ----------------------------------

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



     Dated:
           ----------------   ----------------------
                              (Signature of) Trustee


     Name: 
               ------------------------------



                                       31
<PAGE> 


     Address:
            ------------------------------------


     -------------------------------------------
     
     Dated: 
           -------------- ----------------------
                          (Signature of) Trustee


     Name:
          --------------------------------------
     
     Address:
             -----------------------------------

     -------------------------------------------
     
     Dated:              
           -------------- ----------------------
                          (Signature of Trustee)


B.   The Employer hereby appoints the Sponsor's designated trustee(s) to serve
     as Trustee(s):

     Name:
          -------------------------------------

     Address:
            ------------------------------------

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


     Dated: 
          --------------- -----------------------
                          (Signature of Trustee)

      Name:
          ----------------------------------------

     Address:
            --------------------------------------

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

     Dated: 
          --------------- ------------------------
                          (Signature of Trustee)


     Name:
          ----------------------------------------

     Address:
            --------------------------------------

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

     Dated: 
          --------------- ------------------------
                          (Signature of Trustee)

********************************


                                       32

<PAGE> 





XVI. EMPLOYER SIGNATURE

     The Employer acknowledges receipt of the current prospectus of the
     investment companies designated by the Employer for its initial investments
     under the Plan and represents that it has delivered a copy thereof to each
     Participant in the Plan, and that it will deliver to each Participant
     making contributions and each new Participant, a copy of the then current
     prospectus of such investment companies. The Employer further represents 
     that the information in this Adoption Agreement shall become effective 
     only when approved and countersigned by the Trustee. The right to reject 
     this Adoption Agreement for any reason is reserved.

     This Adoption Agreement must be used only in conjunction with basic plan
     document #01.

     NOTE: An Employer who has ever maintained or who later adopts any plan
          (including a welfare benefit fund, as defined in section 419(e) of the
          Code, which provides post-retirement medical benefits allocated to
          separate accounts for Key Employees, as defined in section 419A(d)(3)
          of the Code, or an individual medical account as defined in section
          415(l)(2) of the Code), in addition to this Plan (other than paired 
          plan #001), may not rely on the opinion letter issued by the National
          Office of the Internal Revenue Service as evidence that this Plan is
          qualified under section 401 of the Internal Revenue Code. If the
          Employer who adopts or maintains multiple plans wishes to obtain
          reliance that the plans are qualified, application for a
          determination letter should be made to the appropriate Key District
          Director of Internal Revenue.

               This Adoption Agreement consists of 17 pages.

               IN WITNESS WHEREOF, the Employer has caused this Adoption
               Agreement to be executed by its duly authorized officers this _
               day of ________________.



                                       --------------------------------
                                       (Name of Employer)



                                    By:
                                       --------------------------------
                                       (Name & Title)
         
Date:
     ------------------






                                       33



<PAGE> 
                                        
                   MONEY PURCHASE PENSION AND PROFIT SHARING
                              PLAN BASIC DOCUMENT
                                        
                                       34
<PAGE> 
                                AMENDMENT TO THE
                          INVESTMENT COMPANY INSTITUTE
            PROTOTYPE MONEY PURCHASE PENSION AND PROFIT SHARING PLAN
                               BASIC DOCUMENT #01

                                     FIRST

          The Plan is hereby amended by the word-for-word adoption of the model
language contained in Revenue Procedure 93-12, for distributions made on or
after January 1, 1993, as follows:

     Notwithstanding any provision of the Plan to the contrary that would
     otherwise limit a Distributee's election under this provision, a
     Distributee may elect, at the time and in the manner prescribed by the Plan
     Administrator, to have any portion of an Eligible Rollover Distribution
     paid directly to an Eligible Retirement Plan specified by the Distributee
     in a Direct Rollover.

     Definitions

          (a) Eligible Rollover Distribution.  An Eligible Rollover Distribution
          is any distribution of all or any portion of the balance to the credit
          of the Distributee, except that an Eligible Rollover Distribution does
          not include: any distribution that is one of a series of substantially
          equal periodic payments (not less frequently than annually) made for
          the life (or life expectancy) of the Distributee or the joint lives
          (or joint life expectancies) of the Distributee and the Distributee's
          designated Beneficiary, or for a specified period of ten (10) years or
          more; any distribution to the extent such distribution is required
          under section 401(a)(9) of the Code; and the portion of any
          distribution that is not includable in gross income (determined
          without regard to the exclusion for net unrealized appreciation with
          respect to employer securities).

          (b) Eligible Retirement Plan.  An Eligible Retirement Plan is an
          individual retirement account described in section 408(a) of the Code,
          an individual retirement annuity described in section 408(b) of the
          Code, an annuity plan described in section 403(a) of the Code, or a
          qualified trust described in section 401(a) of the Code, that accepts
          the Distributee's Eligible Rollover Distribution. However, in the case
          of an Eligible Rollover Distribution to the surviving spouse, an
          Eligible Retirement Plan is an individual retirement account or
          individual retirement annuity.

          (c) Distributee.  A Distributee includes an Employee or former
          Employee. In addition, the Employee's or former Employee's surviving
          spouse and the Employee's or former Employee's spouse or former spouse
          who is the alternate payee under a qualified domestic relations order,
          as defined in section 414(p) of the Code, are Distributees with regard
          to the interest of the spouse or former spouse.

          (d) Direct Rollover.  A Direct Rollover is a payment by the Plan to
          the Eligible Retirement Plan specified by the Distributee.


 


                                       35
<PAGE> 
                                     SECOND

The Plan is hereby amended by the word-for-word adoption of the model language
contained in Revenue Procedure 94-13 as follows:

In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan
Years beginning on or after January 1, 1994, the annual Compensation of each
Employee taken into account under the Plan shall not exceed the OBRA '93 Annual
Compensation Limit. The OBRA '93 Annual Compensation Limit is $150,000, as
adjusted by the Commissioner for increases in the cost-of-living in accordance
with section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living
adjustment in effect for a calendar year applies to any period, not exceeding
12 months, over which Compensation is determine ("Determination Period")
beginning in such calendar year. If a Determination Period consists of fewer
than 12 months, the OBRA '93 Annual Compensation Limit will be multiplied by a
fraction, the numerator of which is the number of months in the Determination
period, and the denominator of which is 12.

For Plan Years beginning on or after January 1, 1994, any reference in this
Plan to the limitation under section 401(a)(17) of the Code shall mean the OBRA
'93 Annual Compensation Limit set forth in this provision.

If Compensation for any prior Determination Period is taken into account in
determining an Employee's benefits accruing in the current Plan Year, the
Compensation for that prior Determination Period is subject to the OBRA '93
Annual Compensation Limit in effect for that prior Determination Period. For
this purpose, for Determination Periods beginning before the first day of the
first Plan Year beginning on or after January 1, 1994, the OBRA '93 Annual
Compensation Limit is $150,000.



                                       36

<PAGE> 

                           MONEY PURCHASE PENSION AND
                               PROFIT SHARING PLAN

                                  PLAN DOCUMENT





                                       37




<PAGE> 



                        PROTOTYPE MONEY PURCHASE PENSION
                             AND PROFIT SHARING PLAN
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

   Section                                                                                   Page
   -------                                                                                   ----       
                                    ARTICLE 1
                                     GENERAL

   <S>    <C>                                                                                  <C>
   1.1    Purpose ......................................................................        5
   1.2    Trust ........................................................................        5

                                    ARTICLE 2
                                   DEFINITIONS

   2.1    Account ......................................................................        5
   2.2    Adoption Agreement ...........................................................        5
   2.3    Affiliated Employers .........................................................        5
   2.4    Beneficiary ...................................................................       5
   2.5    Break in Service .............................................................        5
   2.6    Code .........................................................................        5
   2.7    Compensation .................................................................        5
   2.8    Custodian ....................................................................        5
   2.9    Determination Date ...........................................................        5
   2.10   Early Retirement Date .........................................................       5
   2.11   Earned Income ................................................................        6
   2.12   Effective Date ...............................................................        6
   2.13   Eligibility Computation Period ...............................................        6
   2.14   Employee .....................................................................        6
   2.15   Employer .....................................................................        6
   2.16   Employer Contributions .......................................................        6
   2.17   Entry Dates ..................................................................        6
   2.18   ERISA ........................................................................        6
   2.19   Hour of Service ..............................................................        6
   2.20   Integration Level ............................................................        7
   2.21   Key Employee .................................................................        7
   2.22   Leased Employee ..............................................................        7
   2.23   Maximum Disparity Rate .......................................................        8
   2.24   Maximum Profit Sharing Disparity Rate ........................................        8
   2.25   Non-Key Employee .............................................................        8
   2.26   Normal Retirement Age ........................................................        8
   2.27   Owner-Employee ...............................................................        8
   2.28   Participant ..................................................................        8
   2.29   Plan .........................................................................        8
   2.30   Plan Administrator ...........................................................        8
   2.31   Plan Year ....................................................................        8
   2.32   Self-Employed Individuals ....................................................        8
   2.33   Shares .......................................................................        8
   2.34   Sponsor ......................................................................        9
   2.35   Taxable Wage Base ............................................................        9
   2.36   Total and Permanent Disability................................................        9
   2.37   Trust ........................................................................        9
   2.38   Trust Agreement ..............................................................        9
   2.39   Trustee ......................................................................        9
   2.40   Valuation Date ...............................................................        9
   2.41   Vesting Computation Period ...................................................        9
   2.42   Year of Service ...............................................................       9
   
                                    ARTICLE 3
                        ELIGIBILITY AND YEARS OF SERVICE

   3.1    Eligibility Requirement ......................................................        9
   3.2    Participation and Service Upon Reemployment ..................................        9
   3.3    Predecessor Employers ........................................................        9

                                    ARTICLE 4
                                  CONTRIBUTIONS

   4.1    Employer Contributions .......................................................        9
   4.2    Payment ......................................................................       10
   4.3    Nondeductible Voluntary Contributions by Participants.........................       10
   4.4    Rollovers.....................................................................       10

</TABLE>

                                       38
<PAGE> 


<TABLE>

   <S>    <C>                                                                                 <C>
   4.5    Direct Transfers ............................................................       10

                                    ARTICLE 5
                                   ALLOCATIONS

   5.1    Individual Accounts .........................................................       10
   5.2    Minimum Allocation ..........................................................       11
   5.3    Allocation of Employer Contributions and Forfeitures ........................       11
   5.4    Coordination of Social Security Integration .................................       12
   5.5    Withdrawals and Distributions ...............................................       12
   5.6    Determination of Value of Trust Fund and of Net Earnings or Losses ..........       12
   5.7    Allocation of Net Earnings or Losses ........................................       12
   5.8    Responsibilities of the Plan Administrator ..................................       13

                                    ARTICLE 6
                           LIMITATIONS ON ALLOCATIONS

   6.1    Employers Who Do Not Maintain Other Qualified Plans .........................       13
   6.2    Employers Who Maintain Other Qualified Master
          or Prototype Defined Contribution Plans .....................................       13
   6.3    Employers Who, In Addition to This Plan, Maintain Other Qualified Plans 
          Which are Defined Contribution Plans Other Than Master or Prototype Plans ...       14
   6.4    Employers, Who In Addition To This Plan,
          Maintain A Qualified Defined Benefit Plan ...................................       14
   6.5    Definitions .................................................................       14

                                    ARTICLE 7
                                   TRUST FUND

   7.1    Receipt of Contributions by Trustee .........................................       16
   7.2    Investment Responsibility ...................................................       16
   7.3    Investment Limitations ......................................................       16

                                    ARTICLE 8
                                     VESTING

   8.1    Nondeductible Voluntary Contributions and Earnings ..........................       16
   8.2    Rollovers, Transfers and Earnings ...........................................       16
   8.3    Employer Contributions and Earnings .........................................       16
   8.4    Amendments to Vesting Schedule ..............................................       17
   8.5    Determination of Years of Service ...........................................       17
   8.6    Forfeiture of Nonvested Amounts .............................................       17
   8.7    Reinstatement of Benefit.....................................................       18

                                    ARTICLE 9
                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

   9.1    General......................................................................       18
   9.2    Qualified Joint and Survivor Annuity ........................................       18
   9.3    Qualified Preretirement Survivor Annuity ....................................       18
   9.4    Definitions..................................................................       18
   9.5    Notice Requirements .........................................................       19
   9.6    Safe Harbor Rules ...........................................................       19
   9.7    Transitional Rules ..........................................................       20

                                   ARTICLE 10
                             DISTRIBUTION PROVISIONS

  10.1    Vesting on Distribution Before Break In Service .............................       21
  10.2    Restrictions on Immediate Distributions .....................................       21
  10.3    Commencement of Benefits ....................................................       21
  10.4    Early Retirement With Age and Service Requirement ...........................       22
  10.5    Nontransferability of Annuities .............................................       22
  10.6    Conflicts With Annuity Contracts ............................................       22

                                   ARTICLE 11
                        TIMING AND MODES OF DISTRIBUTION

  11.1    General Rules ...............................................................       22
  11.2    Required Beginning Date .....................................................       22
  11.3    Limits on Distribution Periods ..............................................       22
  11.4    Determination of Amount to be Distributed Each Year .........................       22
</TABLE>


                                       39

<PAGE> 
<TABLE>


  <S>     <C>                                                                                  <C>
  11.5    Death Distribution Provisions ...............................................        22
  11.6    Designation of Beneficiary ...................................................       23
  11.7    Definitions .................................................................        23
  11.8    Transitional Rules ..........................................................        24
  11.9    Optional Forms of Benefit ...................................................        25
                         
                                   ARTICLE 12
                                   WITHDRAWALS

  12.1    Withdrawal of Nondeductible Voluntary Contributions .........................       25
  12.2    Hardship Withdrawals ........................................................       25
  12.3    Manner of Making Withdrawals ................................................       25
  I2.4    Limitations on Withdrawals ..................................................       26

                                   ARTICLE 13
                                      LOANS

  13.1    General Provisions...........................................................       26
  13.2    Administration of Loan Program...............................................       26
  13.3    Amount of Loan...............................................................       26
  13.4    Manner of Making Loans.......................................................       26
  13.5    Terms of Loan................................................................       27
  13.6    Security for Loan............................................................       27
  13.7    Segregated Investment........................................................       27
  13.8    Repayment of Loan............................................................       27
  13.9    Default on Loan..............................................................       27
  13.10   Unpaid Amounts...............................................................       27

                                   ARTICLE 14
                                    INSURANCE

  14.1    Insurance ...................................................................       27
  14.2    Policies ....................................................................       27
  14.3    Beneficiary .................................................................       27
  14.4    Payment of Premiums .........................................................       28
  14.5    Limitation on Insurance Premiums ............................................       28
  14.6    Insurance Company ...........................................................       28
  14.7    Distribution of Policies ....................................................       28
  14.8    Policy Features .............................................................       29
  14.9    Changed Conditions ..........................................................       29
  14.10   Conflicts ...................................................................       29

                                   ARTICLE 15
                                 ADMINISTRATION

  15.1    Duties and Responsibilities of Fiduciaries;
          Allocation of Fiduciary Responsibility ......................................       29
  15.2    Powers and Responsibilities of the Plan Administrator .......................       29
  15.3    Allocation of Duties and Responsibilities ...................................       30
  15.4    Appointment of the Plan Administrator .......................................       30
  15.5    Expenses ....................................................................       30
  15.6    Liabilities .................................................................       30
  15.7    Claims Procedure ............................................................       30

                                   ARTICLE 16
                        AMENDMENT, TERMINATION AND MERGER

  16.1    Sponsor's Power to Amend.....................................................       31
  16.2    Amendment by Adopting Employer...............................................       
  16.3    Vesting Upon Plan Termination................................................       31
  16.4    Vesting Upon Complete Discontinuance of Contributions........................       31
  16.5    Maintenance of Benefits Upon Merger..........................................       31
  16.6    Special Amendments...........................................................       31

                                   ARTICLE 17
                                  MISCELLANEOUS

  17.1    Exclusive Benefit of Participants and Beneficiaries .........................       31
  17.2    Nonguarantee of Employment...................................................       32
  17.3    Rights to Trust Assets.......................................................       32
  17.4    Nonalienation of Benefits....................................................       32
  17.5    Aggregation Rules............................................................       32
  17.6    Failure of Qualification.....................................................       32
  17.7    Applicable Law...............................................................       32
</TABLE>

                                       40




<PAGE> 

                                    ARTICLE 1
                                     GENERAL

     1.1  PURPOSE. The Employer hereby establishes this Plan to provide
retirement, death and disability benefits for eligible employees and their
Beneficiaries. This Plan is a standardized prototype paired defined contribution
plan and is designed to permit adoption of profit sharing provisions, money
purchase pension provisions, or both. The provisions herein and the selections
made by the Employer by execution of the money purchase pension or profit
sharing Adoption Agreement or Agreements, shall constitute the Plan. It is
intended that the Plan and Trust qualify under sections 401 and 501 of the
Internal Revenue Code of 1986, as amended and with the provisions of the
Employee Retirement Income Security Act of 1974, as amended.

     1.2  TRUST. The Employer has simultaneously adopted a Trust authorizing a
Trustee to receive, invest, and distribute funds in accordance with the Plan.

                                   ARTICLE 2
                                  DEFINITIONS

     2.1  ACCOUNT. The aggregate of the individual bookkeeping subaccounts
established for each Participant, as provided in section 5.1. 

     2.2  ADOPTION AGREEMENT. The written agreement or agreements of the 
Employer and the Trustee by which the Employer establishes this Plan and adopts 
the Trust Agreement forming a part hereof, as the same may be amended from 
time to time. The Adoption Agreement contains all the options that may be 
selected by the Employer. The information set forth in the Adoption Agreement 
executed by the Employer shall be deemed to be a part of this Plan as if set 
forth in full herein.

     2.3  AFFILIATED EMPLOYERS. The Employer and any corporation which is a
member of a controlled group of corporations (as defined in section 414(b) of 
the Code) which includes the Employer, any trade or business (whether or not
incorporated) which is under common control (as defined in section 414(c) of the
Code) with the Employer, or any service organization (whether or not
incorporated) which is a member of an affiliated service group (as defined in
sections 414(m) and (o) of the Code) which includes the Employer. 

     2.4  BENEFICIARY. The person or persons (natural or otherwise) designated
by a Participant in accordance with section 11.6 to receive any undistributed
amounts credited to the Participant's Account under the Plan at the time of the
Participant's death. 

     2.5  BREAK IN SERVICE. An Eligibility Computation Period or Vesting
Computation Period in which an Employee fails to complete more than five hundred
(500) Hours of Service. 

     2.6  CODE. The Internal Revenue Code of 1986, as amended from time to time,
or any successor statute. 

     2.7  COMPENSATION. 

          (a)  Compensation will mean all of each Participant's W-2 earnings.
               For purposes of determining allocations under Section 5.3, only
               Compensation while the Employee is a Participant shall be
               converted. 

          (b)  For any self-employed individual covered under the Plan,
               Compensation will mean Earned Income. 

          (c)  Compensation shall include only that Compensation that is
               actually paid to the Participant during the Plan Year. 

          (d)  Notwithstanding the above, if elected by the Employer in the
Adoption Agreement, Compensation shall include any amount which is contributed
by the Employer pursuant to a salary reduction agreement and which is not
includable in the gross income of the Employee under sections 125, 402(e)(3),
402(h) or 403(b) of the Code. The effective date of this subsection shall be
elected by the Employer in the Adoption Agreement. 

          (e)  The annual Compensation of each Participant taken into account
under the Plan for any year shall not exceed one hundred fifty thousand dollars
($150,000), as adjusted by the Secretary at the same time and in the same manner
as under section 415(d) of the Code. In determining the Compensation of a
Participant for purposes of this limitation, the rules of section 414(q)(6) of
the Code shall apply, except in applying such rules, the term "family" shall
include only the Spouse of the Participant and any lineal descendants of the
Participant who have not attained age nineteen (19) before the close of the
year. If, as a result of the application of such rules, the limitation is
exceeded, then (except for purposes of determining the portion of Compensation
up to the Integration Level to the extent this Plan provides for permitted
disparity), the limitation shall be prorated among the affected individuals in
proportion to each such individual's Compensation as determined under this
section prior to the application of this limitation. The effective date of this
subsection shall be the first Plan Year beginning on or after January 1, 1989. 

     2.8  CUSTODIAN. The custodian, if any, designated in the Adoption 
Agreement.

     2.9  DETERMINATION DATE. With respect to any Plan Year subsequent to the
first Plan Year, the last day of the preceding Plan Year. For the first Plan
Year of the Plan, the last day of that Plan Year. 

     2.10 EARLY RETIREMENT DATE. The first day of the month coincident with or
next following the date upon which the Participant satisfies the early
retirement age and service requirements in the Adoption Agreement; provided,
however, such requirements may not be less than age fifty-five (55), nor more
than fifteen (15) Years of Service.

                                       41


<PAGE> 




     2.11 EARNED INCOME. The net earnings from self-employment in the trade or
business with respect to which the Plan is established, for which personal
services of the individual are a material income-producing factor. Net earnings
will be determined without regard to items not included in gross income and the
deductions allocable to such items. Net earnings are reduced by contributions to
a qualified plan to the extent deductible under section 404 of the Code. Net
earnings shall be determined with regard to the deduction allowed to the
Employer by section 164(f) of the Code for taxable years beginning after
December 31, 1989.

     2.12 EFFECTIVE DATE. The first day of the first Plan Year for which the
Plan is effective as specified in the Adoption Agreement. 

     2.13 ELIGIBILITY COMPUTATION PERIOD. For purposes of determining Years of
Service and Breaks in Service for eligibility to participate, the initial
Eligibility Computation Period shall be the twelve (12) consecutive month period
beginning with the day the Employee first performs an Hour of Service for the
Employer (employment commencement date). The succeeding twelve (12) consecutive
month periods commence with the first and each following anniversary of the
Employee's employment commencement date. 

     2.14 EMPLOYEE. Any person, including a Self-Employed Individual, who is
employed by the Employer maintaining the Plan or any other employer required to
be aggregated with such Employer under sections 414(b),(c),(m) or (o) of the
Code. The term "Employee" shall also include any Leased Employee deemed to be an
Employee of any Employer described above as provided in sections 414(n) or (o)
of the Code.

     2.15 EMPLOYER. The corporation, proprietorship, partnership or other
organization that adopts the Plan by execution of an Adoption Agreement.

     2.16 EMPLOYER CONTRIBUTIONS. The contribution of the Employer to the Plan
and Trust as set forth in section 4.1 and the Adoption Agreement.

     2.17 ENTRY DATES. The Effective Date shall be the first Entry Date.
Thereafter, the Entry Dates shall be the first day of each Plan Year and the
first day of the seventh month of each Plan Year.

     2.18 ERISA. The Employee Retirement Income Security Act of 1974, as
amended.

     2.19 HOUR OF SERVICE.

          (a) Each hour for which an Employee is paid, or entitled to payment,
for the performance of duties for the Employer. These hours shall be credited to
the Employee only for the computation period or periods in which the duties are
performed; and

          (b) Each hour for which an Employee is paid, or entitled to payment,
by the Employer on account of a period of time during which no duties are
performed (irrespective of whether the employment relationship has terminated)
due to vacation, holiday, illness, incapacity (including disability), layoff,
jury duty, military duty, or leave of absence. No more than five hundred one
(501) Hours of Service shall be credited under this paragraph to an Employee on
account of any single, continuous period during which the Employee performs no
duties (whether or not such period occurs in a single computation period). Hours
under this paragraph will be calculated and credited pursuant to section
2530.200b-2 of the Department of Labor regulations which are incorporated herein
by this reference. 

          (c) Each hour for which back pay, irrespective of mitigation of 
damages, is either awarded or agreed to by the Employer. The same Hours of 
Service shall not be credited both under paragraph (a) or paragraph (b), as the
case may be, and under this paragraph (c). These hours shall be credited to 
the Employee for the computation period or periods to which the award or 
agreement pertains rather than the computation period in which the award, 
agreement, or payment is made.

          (d) Solely for purposes of determining whether an Employee has a Break
in Service, Hours of Service shall also include an uncompensated authorized
leave of absence not in excess of two (2) years, or military leave while the
Employee's reemployment rights are protected by law or such additional or other
periods as granted by the Employer as military leave (credited on the basis of
forty (40) Hours of Service per each week or eight (8) Hours of Service per
working day), provided the Employee returns to employment at the end of his
leave of absence or within ninety (90) days of the end of his military leave,
whichever is applicable. 

          (e) Hours of Service will be credited for employment with other 
members of an affiliated service group (under section 414(m)), a controlled
group of corporations (under section 414(b)), or a group of trades or businesses
under common control (under section 414(c)) of which the adopting Employer is a
member, and any other entity required to be aggregated with the Employer
pursuant to section 414(o) and the regulations thereunder. Hours of Service will
also be credited for any individual considered an Employee for purposes of this
Plan under section 414(n) or section 414(o) and the regulations thereunder. 

          (f) Solely for purposes of determining whether an Employee has a Break
in Service, Hours of Service shall also include absence from work for maternity
or paternity reasons, if the absence begins on or after the first day of the
first Plan Year beginning after 1984. During this absence, the Employee shall be
credited with the Hours of Service which would have been credited but for the
absence, or, if such hours cannot be determined with eight (8) hours per day.
An absence from work for maternity or paternity reasons means an absence:

              (i) by reason of the pregnancy of an Employee;

              (ii) by reason of the birth of a child of the Employee;

              
                                       42

<PAGE> 
                          (iii)   by reason of the placement of a child with
                          the Employee in connection with adoption; or

                          (iv)    for purposes of caring for such a child for a
                          period immediately following such birth or placement.

These Hours of Service shall be credited in the computation period following
the computation period in which the absence begins, except as necessary to
prevent a Break in Service in the computation period in which the absence
begins.  However, no more than five hundred one (501) Hours of Service will be
credited for purposes of any such maternity or paternity absence from work.

                 (g)      The Employer may elect to compute Hours of Service by
the use of one of the service equivalencies in the Adoption Agreement. Only one
method may be selected. If selected, the service equivalency must be applied to
all Employees covered under the Plan.

                 (h)      If the Employer amends the method of crediting
service from the elapsed time method described in section 1.410 (a)-7 of the
Treasury regulations to the Hours of Service computation method by the adoption
of this Plan, or an Employee transfers from a plan under which service is
determined on the basis of elapsed time, the following rules shall apply for
purposes of determining the Employee's service under this Plan up to the time
of amendment or transfer:

                          (i)     the Employee shall receive credit, as of the
date of amendment or transfer, for a number of Years of Service equal to the
number of one (1) year periods of service credited to the Employee as of the
date of the amendment or transfer; and

                          (ii)    the Employee shall receive credit in the
applicable computation period which includes the date of amendment or transfer,
for a number of Hours of Service determined by applying the weekly service
equivalency specified in paragraph (g) to any fractional part of a year
credited to the Employee under this paragraph (h) as of the date of amendment
or transfer. The use of the weekly service equivalency shall apply to all
Employees who formerly were credited with service under the elapsed time
method.

         2.20    INTEGRATION LEVEL. The Taxable Wage Base or such lesser amount
elected by the Employer in the Adoption Agreement.

         2.21    KEY EMPLOYEE.

                 (a)      Any Employee or former Employee (and the
Beneficiaries of such Employee) who at any time during the determination period
was an officer of the Employer if such individual's annual Compensation exceeds
fifty percent (50%) of the dollar limitation under section 415(b)(1)(A) of the
Code; an owner (or considered an owner under section 318 of the Code) of one of
the ten (10) largest interests in the Employer if such individual's
Compensation exceeds one hundred percent (100%) of the dollar limitation under
section 415(c)(1)(A) of the Code; a Five Percent (5%) Owner of the Employer; or
a one percent (1%) owner of the Employer who has annual Compensation of more
than one hundred fifty thousand dollars ($150,000).

                 (b)       For purposes of this section, annual Compensation
means compensation as defined in section 415(c)(3) of the Code, but including
amounts contributed by the Employer pursuant to a salary reduction agreement
which are excludable from the Employee's gross income under sections 125,
402(a)(8), 402(h) or 403(b) of the Code.

                 (c)      For purposes of this section, determination period is
the Plan Year containing the Determination Date and the four (4) preceding Plan
Years.

         2.22    LEASED EMPLOYEE.

                 (a)      Any person (other than an Employee of any of the
Affiliated Employers) who, pursuant to an agreement between any of the
Affiliated Employers and any other person ("leasing organization"), has
performed service for any of the Affiliated Employers (or for any of the
Affiliated Employers and related persons determined in accordance with section
414(n)(6) of the Code) on a substantially full-time basis for a period of at
least one (1) year and such services are of a type historically performed by
employees in the Affiliated Employer's business field. Contributions or benefits
provided a Leased Employee by the leasing organization which are attributable
to services performed for the Affiliated Employer shall be treated as provided
by the Affiliated Employer.

                 (b)      A Leased Employee shall not be considered an Employee
of an Affiliated Employer if:

                         (i)     such employee is covered by a money purchase
pension plan providing:

                                  (1)      a nonintegrated employer
contribution rate of at least ten percent (10%) of compensation (as defined in
section 415(c)(3) of the Code), but including amounts contributed pursuant to a
salary reduction agreement which are excludable from the employee's gross
income under sections 125, 402(a)(8), 402(h) or 403(b) of the Code;

                                  (2)      immediate participation; and

                                  (3)      full and immediate vesting.
                                           and

                          (ii)    Leased Employee's do not constitute more than
                                  twenty percent (20%) of the Affiliated
                                  Employees non-Highly-Compensated workforce.

                          (c)     The determination of whether a person is a
                                  Leased Employee will be made pursuant to
                                  section 414(n) of the Code.


                                     43
<PAGE> 
         2.23    MAXIMUM DISPARITY RATE.  The lesser of.

                 (a)      five and seven-tenths percent (5.7%);

                 (b)      the applicable percentage determined in accordance
with the table below:

                          if the Integration Level is

<TABLE>
<CAPTION>
                                                                    The Applicable
More Than                 But Not More Than                         Percentage Is:
- ---------                 -----------------                         --------------
<S>                      <C>                                        <C>
$0                        X *                                       5.7%
X of TWB                  80% Of TWB                                4.3%
80% of TWB                Y **                                      5.4%
</TABLE>

*        X = the greater of $10,000 or 20% of the Taxable Wage Base.

**       Y = any amount more then 80% of the Taxable Wage Base but less than
100% of the Taxable Wage Base.

"TWB" means the Taxable Wage Base.

If the Integration Level used is equal to the Taxable Wage Base, the applicable
percentage is five and seven-tenths percent (5.7%).

         2.24    MAXIMUM PROFIT SHARING DISPARITY RATE.  The lesser of:

                 (a)      two and seven-tenths percent (2.7%);

                 (b)      the applicable percentage determined in accordance
with the table below:

                          If the Integration Level is

<TABLE>
<CAPTION>
                                                                    The Applicable
More Than                 But Not More than                         Percentage Is:
- ---------                 -----------------                         --------------
<S>                      <C>                                        <C>
$0                        X *                                       2.7%
X of TWB                  80% of TWB                                1.3%
80% of TWB                Y **                                      2.4%
</TABLE>

*        X = the greater of $10,000 or 20% of the Taxable Wage Base.

**       Y = any amount more than 80% of the Taxable Wage Base but less than
100 of the Taxable Wage Base.  

"TWB" means the Taxable Wage Base.

If the Integration Level used is equal to the Taxable Wage Base, the applicable
percentage is two and seven-tenths percent (2.7%).

         2.25    NON-KEY EMPLOYEE. Any Employee or former Employee who is not a
Key Employee. In addition, any Beneficiary of a Non-Key Employee shall be
treated as a Non-Key Employee.

         2.26    NORMAL RETIREMENT AGE. The age selected in the Adoption
Agreement, but not less than age fifty-five (55). If the Employer enforces a
mandatory retirement age, the Normal Retirement Age is the lesser of that
mandatory age or the age specified in the Adoption Agreement.

         2.27    OWNER-EMPLOYEE. An individual who is a sole proprietor, or who
is a partner owning more than ten percent (10%) of either the capital or
profits interest of a partnership.

         2.28    PARTICIPANT. A person who has met the eligibility requirements
of section 3.1 and whose Account hereunder has been neither completely
forfeited nor completely distributed.

         2.29    PLAN. The prototype paired defined contribution profit sharing
and money purchase pension plan provided under this basic plan document.
References to the Plan shall refer to the profit sharing provisions, the money
purchase pension provisions, or both, as the context may require.

         2.30    PLAN ADMINISTRATOR. The person, persons or entity appointed by
the Employer pursuant to ARTICLE 15 to manage and administer the Plan.

         2.31    PLAN YEAR. The twelve (12) consecutive month period designated
by the Employer in the Adoption Agreement.

         2.32    SELF-EMPLOYED INDIVIDUAL. An individual who has Earned Income
for the taxable year from the trade or business for which the Plan is
established, or an individual who would have had Earned Income for the taxable
year but for the fact that the trade or business had no net profits for the
taxable year.


                                      44
<PAGE> 
         2.33    SHARES. Shares of stock in any regulated investment company
registered under the Investment Company Act of 1940 that are made available for
investment purposes as an investment option under this Plan.

         2.34    SPONSOR. The sponsor designated in the Adoption Agreement
which has made this Plan available to the Employer.

         2.35    TAXABLE WAGE BASE. The maximum amount of earnings which may be
considered wages for a year under section 3121(a)(1) of the Code in effect as
of the beginning of the Plan Year.

         2.36    TOTAL AND PERMANENT DISABILITY. The inability of the
Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment, which condition, in the
opinion of a physician chosen by the Plan Administrator, can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of not less than twelve (12) months.

         2.37    TRUST. The fund maintained by the Trustee for the investment
of Plan assets in accordance with the terms and conditions of the Trust
Agreement.

         2.38    TRUST AGREEMENT. The agreement between the Employer and the
Trustee under which the assets of the Plan are held, administered, and managed.
The provisions of the Trust Agreement shall be considered an integral part of
this Plan as if set forth fully herein.

         2.39    TRUSTEE.  The individual or corporate Trustee or Trustees
under the Trust Agreement as they may be constituted from time to time.

         2.40    VALUATION DATE.  The last day of each Plan Year and such other
dates as may be determined by the Plan Administrator, as provided in section
5.6 for valuing the Trust assets.

         2.41    VESTING COMPUTATION PERIOD.  The Plan Year.

         2.42    YEAR OF SERVICE.  An Eligible Computation Period, Vesting
Computation Period, or Plan Year, whichever is applicable, during which an
Employee has completed at least one thousand (1,000) Hours of Service (whether
or not continuous). The Employer may, in the Adoption Agreement, specify a
fewer number of hours.

                                   ARTICLE 3
                        ELIGIBILITY AND YEARS OF SERVICE

         3.1     ELIGIBILITY REQUIREMENTS.

                 (a)      Each Employee of the Affiliated Employers shall
become a Participant in the Plan as of the first Entry Date after the date on
which the Employee has satisfied the minimum age and service requirements
specified in the Adoption Agreement.

                 (b)      The Employer may elect in the Adoption Agreement to
exclude from participation:

                          (i)     Employees included in a unit of employees
covered by a collective bargaining agreement between the Employer and Employee
representatives, if retirement benefits were the subject of good faith
bargaining. For this purpose, the term "Employee representatives" does not
include any organization more than half of whose members are Employees who are
owners, officers, or executives of the Employer; and

                          (ii)    nonresident aliens who receive no earned
income from the Employer which constitutes income from sources within the
United States.

         3.2     PARTICIPATION AND SERVICE UPON REEMPLOYMENT.  Upon the
reemployment of any Employee, the following rules shall determine his
eligibility to participate in the Plan and his credit for prior service.

                 (a)      Participation. If the reemployed Employee was a
Participant in the Plan during his prior period of employment, he shall be
eligible upon reemployment to resume participation in the Plan. If the
reemployed Employee was not a Participant in the Plan, he shall be considered a
new Employee and required to meet the requirements of section 3.1 in order to
be eligible to participate in the Plan, subject to the reinstatement of credit
for prior service under paragraph (b) below.

                 (b)      Credit for Prior Service. In the case of any Employee
who is reemployed before or after incurring a Break in Service, any Hour of
Service and Year of Service credited to the Employee at the and of his prior
period of employment shall be reinstated as of the date of his reemployment.

         3.3     PREDECESSOR EMPLOYERS.  If specified in the Adoption Agreement,
Years of Service with a predecessor employer will be treated as service for the
Employer for eligibility purposes; provided, however, If the Employer maintains
the plan of a predecessor employer, Years of Service with such employer will be
treated as service with the Employer without regard to any election.

                                   ARTICLE 4
                                 CONTRIBUTIONS

         4.1     EMPLOYER CONTRIBUTIONS.

                 (a)      Money Purchase Pension Contributions.  For each Plan
Year, the Employer shall contribute to the Trust an amount equal to such
uniform percentage of Compensation of each eligible Participant as may be
determined by the Employer in accordance with the money purchase pension
contribution formula specified in the Adoption Agreement.  Subject to the
limitations of section 5.4, the money purchase pension contribution formula may
be integrated with Social Security, as set forth in the Adoption Agreement.


                                      45
<PAGE> 
                 (b)      Profit Sharing Contribution. For each Plan Year, the
Employer shall contribute to the Trust an amount as may be determined by the
Employer in accordance with the profit sharing formula set forth in the
Adoption Agreement.

                 (c)      Eligible Participants. Subject to the Minimum
Allocation rules of section 5.2 and the exclusions specified in this section,
each Participant shall be eligible to share in the Employer Contribution. An
Employer may elect in the Adoption Agreement that Participants who terminate
employment during the Plan Year with not more than five hundred (500) Hours of
Service and who are not Employees as of the last day of the Plan Year (other
than Participants who die, retire or become totally and Permanently Disabled
during the Plan Year) shall not be eligible to share in the Employer
Contribution. An Employer may further elect in the Adoption Agreement to
allocate a contribution on behalf of a Participant who completes fewer than
five hundred (500) Hours of Service and is otherwise ineligible to share in the
Employer Contribution. If the Employer fails to specify in the Adoption
Agreement the number of Hours of Service required to share in the Employer
Contribution, the number shall be five hundred (500) Hours of Service.

                 (d)      Contribution Limitation. In no event shall any
Employer Contribution exceed the maximum amount deductible from the Employer's
income under section 404 of the Code, or the maximum limitations under section
415 of the Code provided in ARTICLE 6.

         4.2     PAYMENT.  All Employer Contributions to the Trust for any Plan
Year shall be made either in one lump-sum or in installments in U.S. currency,
by check, or in Shares within the time prescribed by law, including extensions
granted by the Internal Revenue Service, for filing the Employer's federal
income tax return for the taxable year with or within which such Plan Year
ends. All Employer Contributions to the Trust for a money purchase pension plan
for any Plan Year shall be made within the time prescribed by regulations under
section 412(c)(10) of the Code.

         4.3     NONDEDUCTIBLE VOLUNTARY CONTRIBUTIONS BY PARTICIPANTS.

                 (a)      This Plan will not accept nondeductible Employee
contributions for Plan Years beginning after the Plan Year in which this Plan
is adopted by the Employer. Employee contributions made with respect to Plan
years beginning after December 31, 1986 will be limited so as to meet the
nondiscrimination test of section 401(m).                                     

                 (b)      A separate account shall be maintained by the Trustee
for the nondeductible Employee contributions of each Participant.

                 (c)      Employee contributions and earnings thereon shall be
fully vested and nonforfeitable at all times.

                 (d)      The provisions of this section shall apply to
Employee contributions made prior to the first Plan Year after the Plan Year in
which the Employer adopts this Plan.

         4.4     ROLLOVERS.

                 (a)      Subject to the approval of the Plan Administrator, a
participant who has participated in any other qualified plan described in
section 401(a) of the Code or in a qualified annuity plan described in section
403(a) of the Code shall be permitted to make a rollover contribution in the
form of cash to the Trustee of an amount received by the Participant that is
attributable to participation in such other plan (reduced by any nondeductible
voluntary contributions he made to the plan). provided that the rollover
contribution complies with all requirements of sections 402(c) or 403(a)(4) of
the Code, whichever is applicable.

                 (b)      Before approving such a Participant rollover, the
Plan Administrator may request from the Participant or the Employer any
documents which the Plan Administrator, in its discretion, deems necessary for
such rollover.

                 (c)      Any rollover contribution to the Trust shall be
credited to the Participants rollover subaccount established under section 5.1
and separately accounted for.

         4.5     DIRECT TRANSFER.

                 (a)      The Plan shall accept a transfer of assets directly
from another plan qualified under sections 401(a) or 403(a) of the Code only if
the Plan Administrator, in its sole discretion, agrees to accept such a
transfer.  In determining whether to accept such a transfer the Plan
Administrator shall consider the administrative inconvenience engendered by
such a transfer and any risks to the continued qualification of the Plan under
section 401(a) of the Code.  Acceptance of any such transfer shall not preclude
the Plan Administrator from refusing any subsequent such transfers.

                 (b)      Any transfer of assets accepted under this section
shall be credited to the Participant's direct transfer subaccount and shall be
separately accounted for at all times and shall remain subject to the
provisions of the transferor plan (as it existed at the time of such transfer)
to the extent required by section 411(d)(6) of the Code (including, but not
limited to, any rights to Qualified Joint and Survivor Annuities and qualified
preretirement survivor annuities) as if such provisions were pan of the Plan.
In all other respects, however, such transferred assets will be subject to the
provisions of the Plan.

                 (c)      Assets accepted under this section shall be fully
vested and nonforfeitable.

                 (d)      Before approving such a direct transfer, the Plan
Administrator may request from the Participant or the Employer (or the prior
employer) any documents the Plan Administrator, in its discretion, deems
necessary for such direct transfer.


                                      46
<PAGE> 
                                   ARTICLE 5
                                  ALLOCATIONS

         5.1     INDIVIDUAL ACCOUNTS.   The Plan Administrator shall establish
and maintain an Account in the name of each Participant. The Account shall
contain the following subaccounts:

                 (a)      A money purchase pension contribution subaccount to
which shall be credited each such Participant's share of (i) Employer
Contributions under section 4.1 (a); (ii) the net comings or net losses on the
investment of the assets of the Trust; (iii) distributions; and (iv) dividends,
capital gain distributions and other earnings received on any Shares credited
to the Participant's subaccount;

                 (b)      A profit sharing contribution subaccount to which 
shall be credited each such Participant's share of (i) Employer Contributions
under section 4.1 (b); (ii) forfeitures; (iii) the net earnings or net losses
on the investment of the assets of the mat; (iv) distributions; and (v)
dividends, capital gain distributions and other earnings received on any
Shares credited to the Participant's subaccount;

                 (c)      A nondeductible voluntary contribution subaccount to
which shall be credited (i) nondeductible voluntary contributions by the
Participant under section 4.3; (ii) the net earnings or net losses on the
investment of the assets of the Trust; (iii) distributions; and (iv) dividends,
capital gain distributions and other earnings received on any Shares credited
to the Participant's subaccount;

                 (d)      A direct transfer subaccount to which shall be
credited (i) contributions to the Trust accepted under section 4.5(a); (ii) the
not earnings or net losses on the investment of the assets of the Trust; (iii)
distributions; and (iv) dividends, capital gain distributions and other
earnings received on any Shares credited to the Participant's subaccount;

                 (e)      A rollover subaccount to which shall be credited (i)
contributions to the Trust accepted under section 4.4(a); (ii) the net earnings
or net losses on the investment of the assets of the Trust; (iii)
distributions; and (iv) dividends, capital gain distributions and other
earnings received on any Shares credited to the Participant's subaccount.

         5.2     MINIMUM ALLOCATION.

                 (a)      Except as otherwise provided in this section, the
Employer Contributions and forfeitures allocated on behalf of any Participant
who is not a Key Employee shall not be less than the lesser of three percent
(3%) of such Participant's Compensation or in the case where the Employer has
no defined benefit plan which designates this Plan to satisfy section 401 of
the Code, the largest percentage of Employer Contributions and forfeitures, as
a percentage of the first one hundred and fifty thousand dollars ($150,000) of
the Key Employee's Compensation, allocated on behalf of any Key Employee for
that year. The minimum allocation is determined without regard to any Social
Security contribution. This minimum allocation shall be made even though, under
other Plan provisions, the Participant would not otherwise be entitled to
receive an allocation, or would have received a lesser allocation for the year
because of (i) the Participant's failure to complete one thousand (1,000) Hours
of Service (or any equivalent provided in the Plan); or (ii) the Participant's
failure to make mandatory Employee contributions to the Plan; or (iii)
Compensation less than a stated amount. For purposes of this subsection, all
defined contribution plans required to be included in an aggregation group
under section 416(g)(2)(A)(i) shall be treated as a single plan.

                 (b)      For purposes of computing the minimum allocation,
Compensation shall mean Compensation as defined in section 6.5(b) of the Plan.

                 (c)      The provision in subsection (a) above shall not apply
to any Participant who was not employed by the Employer on the last day of the
Plan Year.
                                                                            
                 (d)      The provision in subsection (a) above shall not apply
to any Participant to the extent the Participant is covered under any other
plan or plans of the Employer and the Employer has provided in the Adoption
Agreement that the minimum allocation or benefit requirement applicable to
top-heavy plans will be met in the other plan or plans.

                 (e)      The minimum allocation required (to the extent
required to be nonforfeitable under section 416(b)) may not be forfeited under
section 411 (a)(3)(B) or 411(a)(3)(D).

         5.3     ALLOCATION OF EMPLOYER CONTRIBUTIONS AND FORFEITURES.

                 (a)      All money purchase pension contributions for a given
Plan Year shall be allocated to the Account of the Participant for whom such
contribution was made. Any forfeiture from a Participant's money purchase
pension contribution subaccount arising under the Plan for a given Plan Year
shall be applied as specified In the Adoption Agreement, either (i) to reduce
the Employer Contribution in that year, or if in excess of the Employer
Contribution for such Plan Year, the excess amounts shall be used to reduce the
Employer Contribution in the next succeeding Plan Year or Years or (ii) to be
added to the Employer Contributions and allocated accordingly.

                 (b)      All profit sharing contributions and forfeitures from
a Participant's profit sharing contribution subaccount will be allocated to the
Account of each Participant in the ratio that such Participant's Compensation
bears to the Compensation of all Participants. However, if the profit sharing
contribution formula selected in the Adoption Agreement is integrated with
Social Security, profit sharing contributions for the Plan Year plus any
forfeitures will be allocated to Participants' Accounts as follows:

                          (i)     Step One. Contributions and forfeitures will
be allocated to each Participant's Account in the ratio that each Participant's
total Compensation bears to all Participants' total Compensation, but not in
excess of three percent (3%) of each Participant's Compensation. (Step One is
not applicable if the Employer enters into the money purchase pension Adoption
Agreement).


                                      47
<PAGE> 
                          (ii)    Step Two. Any contributions and forfeitures
remaining after the allocation in Step One (if any) will be allocated to each
Participant's Account in the ratio that each Participant's Compensation for the
Plan Year in excess of the Integration Level bears to the excess Compensation
of all Participants, but not in excess of three percent (3%). (Step Two is not
applicable if the Employer enters into the money purchase pension Adoption
Agreement).

                          (iii)   Step Three.  Any contributions and
forfeitures remaining after the allocation in Step Two (if any) will be
allocated to each Participant's Account in the ratio that the sum of each
Participant's total Compensation and Compensation in excess of the Integration
Level bears to the sum of all Participants' total Compensation and Compensation
in excess of the Integration Level, but not in excess of whichever of the
following is applicable:

                          (1)     if the Employer has not adopted the money
purchase pension Adoption Agreement, then the Maximum Profit Sharing Disparity
Rate; or

                          (2)     If the Employer has adopted the money
purchase pension Adoption Agreement, then the lesser of:

                                  (A)      the percentage of each Participant's
Compensation for the Plan Year up to the Integration Level determined by
dividing the allocation by such Compensation (the base contribution
percentage); or

                                  (B)      the Maximum Disparity Rate.

                          (iv)    Step Four. Any remaining contributions or
forfeitures will be allocated to each Participant's Account in the ratio that
each Participant's total Compensation for the Plan Year bears to all
Participants' total Compensation for that year.

                 (c)      Notwithstanding anything in (a) or (b) above to the
contrary, forfeitures arising under a Participant's money purchase pension
contribution subaccount will only be used to reduce the contributions of the
Participant's Employer who adopted this Plan, and forfeitures arising under a
Participant's profit sharing contribution subaccount will be reallocated only
for the benefit of Employees of the Participant's Employer who adopted this
Plan.

         5.4     COORDINATION OF SOCIAL SECURITY INTEGRATION. If the Employer
maintains plans involving integration with Social Security other than this
Plan, and if any Participant is eligible to participate in more than one of
such plans, all such plans will be considered to be integrated if the extent of
the integration of all such plans does not exceed one hundred percent (100%).
For purposes of the preceding sentence, the extent of integration of a plan is
the ratio (expressed as a percentage) which the actual benefits, benefit rate,
offset rate, or Employer Contribution rate under the plan bears to the
integration limitation applicable to such plan. If the Employer enters into
both the money purchase pension Adoption Agreement and the profit sharing
Adoption Agreement under this Plan, integration with Social Security may only
be selected in one Adoption. Agreement.

         5.5     WITHDRAWALS AND DISTRIBUTIONS.  Any distribution to a
Participant or his Beneficiary, any amount transferred from a Participant's
Account directly to the Trustee of any other qualified plan described in
section 401(a) of the Code or to a qualified annuity plan described in section
403(a) of the Code, or any withdrawal by a Participant shall be charged to the
appropriate subaccount(s) of the Participant as of the date of the distribution
or the withdrawal.

         5.6     DETERMINATION OF VALUE OF TRUST FUND AND OF NET EARNINGS OR
LOSSES. As of each Valuation Date the Trustee shall determine for the period
then ended the sum of the net earnings or losses of the Trust (excluding with
respect to Shares and other assets specifically allocated to a specific
Participant's subaccount, (i) dividends and capital gain distributions from
Shares, (ii) receipts or income attributable to insurance policies, (iii)
income gains and/or losses attributable to a Participant's loans made pursuant
to ARTICLE 13 or to any other Assets) which shall reflect accrued but unpaid
interest, dividends, gains, or losses realized from the sale, exchange or
collection of assets, other income received, appreciation in the fair market
value of assets, depreciation in the fair market value of assets,
administration expenses, and taxes and other expenses paid. Gains or losses
realized and adjustments for appreciation or depreciation in fair market value
shall be computed with respect to the difference between such value as of the
preceding Valuation Date or date of purchase, whichever is applicable, and the
value as of the date of disposition or the current Valuation Date, whichever is
applicable.

         5.7     ALLOCATION OF NET EARNINGS OR LOSSES.

                 (a)      As of each Valuation Date the net earnings or losses
of the Trust (excluding with respect to Shares and other assets specifically
allocated to a specific Participant's subaccount, (i) dividends and capital
gain distributions from Shares, (ii) dividends or credits attributable to
insurance policies, (iii) income gains and/or losses attributable to a
Participant's loans made pursuant to ARTICLE 13 or to any other assets, all of
which shall be allocated to such Participant's subaccount) for the valuation
period then ending shall be allocated to the Accounts of all Participants (or
Beneficiaries) having credits in the fund both on such date and at the
beginning of such valuation period. Such allocation shall be made by the
application of a fraction, the numerator of which is the value of the Account
of a specific Participant (or Beneficiary) as of the immediately preceding
Valuation Date, reduced by any distributions therefrom since such preceding
Valuation Date, and the denominator of which is the total value of all such
Accounts as of the preceding Valuation Date, reduced by any distributions
therefrom since such preceding Valuation Date.

                 (b)      To the extent that Shares and other assets are
specifically allocated to a specific Participant's subaccount: (i) dividends
and capital gain distributions from Shares; (ii) dividends or credits
attributable to insurance policies; and (iii) income gains and/or losses
attributable to a Participant's loans made pursuant to ARTICLE 13 or to any
other assets, all shall be allocated to such Participant's subaccount.


                                      48
<PAGE> 
         5.8     RESPONSIBILITIES OF THE PLAN ADMINISTRATOR.  The Plan
Administrator shall maintain accurate records with respect to the contributions
made by or on behalf of Participants under the Plan, and shall furnish the
Trustee with written instructions directing the Trustee to allocate all Plan
contributions to the Trust among the separate Accounts of Participants in
accordance with section 5.1 above, In making any such allocation, the Trustee
shall be fully entitled to rely on the instructions furnished by the Plan
Administrator, and shall be under no duty to make any inquiry or investigation
with respect there to.

                                   ARTICLE 6
                           LIMITATIONS ON ALLOCATIONS

         6.1     EMPLOYERS WHO DO NOT MAINTAIN OTHER QUALIFIED PLANS.

                 (a)      If the Participant does not participate in, and has
never participated in another qualified plan or a welfare benefit fund, as
defined in section 419(e) of the Code, maintained by the Employer, or an
individual medical account, as defined in section. 415(1)(2) of the Code,
maintained by the Employer, which provides in Annual Addition as defined in
section 6.5(a), the amount of Annual Additions that may be credited to the
Participant's Account for any Limitation Year will not exceed the lesser of the
Maximum Permissible Amount or any other limitation contained in this Plan. If
the Employer Contribution that would otherwise be contributed or allocated to
the Participant's Account would cause the Annual Additions for the Limitation
Year to exceed the Maximum Permissible Amount, the amount contributed or
allocated will be reduced so that the Annual Additions for the Limitation Year
will equal the Maximum Permissible Amount.

                 (b)      Prior to determining the Participant's actual
Compensation for the Limitation Year, the Employer may determine the Maximum
Permissible Amount for a Participant on the basis of a reasonable estimation of
the Participant's Compensation for the Limitation Year, uniformly determined
for all Participants similarly situated.

                 (c)      As soon as is administratively feasible after the end
of the Limitation Year, the Maximum Permissible Amount for the Limitation Year
will be determined on the basis of the Participant's actual Compensation for
the Limitation Year.

                 (d)      If, pursuant to subsection (c) or as a result of the
allocation of forfeitures, there is an Excess Amount the excess will be
disposed of as follows:

                          (i)     Any nondeductible voluntary Employee
contributions, to the extent they would reduce the Excess Amount, will be
returned to the Participant;  

                          (ii)    If after the application of paragraph (i) an
Excess Amount still exists, and the Participant is covered by the Plan at the
and of the Limitation Year, the Excess Amount in the Participant's Account will
be used to reduce Employer Contributions (including any allocation of
forfeitures) for such Participant in the next Limitation Year, and each
succeeding Limitation Year if necessary;

                          (iii)   if after the application of paragraph (i) an
Excess Amount still exists, and the Participant is not covered by the Plan at
the end of the Limitation Year, the Excess Amount will be held unallocated in a
suspense account. The suspense account will be applied to reduce future
Employer Contributions (including allocation of any forfeitures) for all
remaining Participants in the next Limitation Year, and each succeeding
Limitation Year if necessary;

                          (iv)    if a suspense account is in existence at any
time during the Limitation Year pursuant to this section, it will not
participate in the allocation of the Trust's investment gains and losses. If a
suspense account is in existence at any time during a particular Limitation
Year, all amounts in the suspense account must be allocated and reallocated to
Participants' Accounts before any Employer or any Employee contributions may be
made to the Plan for that Limitation Year. Excess accounts may not be
distributed to Participants or former Participants.

         6.2     EMPLOYERS WHO MAINTAIN OTHER QUALIFIED MASTER OR PROTOTYPE
DEFINED CONTRIBUTION PLANS.

                 (a)      This section applies if, in addition to this Plan,
the Participant is covered under another qualified master or prototype defined
contribution plan maintained by the Employer, a welfare benefit fund, as
defined in section 419(e) of the Code maintained by the Employer or an
individual medical account, a defined in section 415(1)(2) of the Code,
maintained by the Employer which provides an Annual Addition as defined in
section 6.5(a), during any Limitation Year. The Annual Additions that may be
credited to a Participant's Account under this Plan for any such Limitation
Year will not exceed the Maximum Permissible Amount reduced by the Annual
Additions credited to a Participant's Account under the other plans and welfare
benefit funds for the same Limitation Year. If the Annual Additions with
respect to the Participant under other defined contribution plans and welfare
benefit funds maintained by the Employer are less than the Maximum Permissible
Amount and the Employer Contribution that would otherwise be contributed or
allocated to the Participant's Account under this Plan would cause the Annual
Additions for the Limitation Year to exceed this limitation, the amount
contributed or allocated will be reduced so that the Annual Additions under all
such plans and funds for the Limitation Year will equal the Maximum Permissible
Amount. If the Annual Additions with respect to the Participant under such
other defined contribution plans and welfare benefit funds in the aggregate are
equal to or greater than the Maximum Permissible Amount, no amount will be
contributed or allocated to the Participant's Account under this Plan for the
Limitation Year.

                 (b)      Prior to determining the Participant's actual
Compensation for the Limitation Year, the Employer may determine the Maximum
Permissible Amount for a Participant in the manner described in section 6.1
(b).

                 (c)      As soon as is administratively feasible after the end
of the Limitation Year, the Maximum Permissible Amount for the Limitation Year
will be determined on the basis of the Participant's actual Compensation for
the Limitation Year.


                                      49
<PAGE> 
                 (d)      If, pursuant to section 6.2(c), or as a result of the
allocation of forfeitures, a Participants Annual Additions under this Plan and
such other plans would result in an Excess Amount for a Limitation Year, the
Excess Amount will be deemed to consist of the Annual Additions last allocated,
except that Annual Additions attributable to a welfare benefit fund or
individual medical account will be deemed to have been allocated first
regardless of the actual allocation date.

                 (e)      If an Excess Amount was allocated to a Participant on
an allocation date of this Plan which coincides with an allocation date of
another plan, the Excess Amount attributed to this Plan will be the product of

                          (i)     the total Excess Amount allocated as of such
date, times

                          (ii)    the ratio of (1) the Annual Additions
allocated to the Participant for the Limitation Year as of such date under this
Plan to (2) the total Annual Additions allocated to the Participant for the
Limitation Year as of such date under this and all the other qualified master
or prototype defined contribution plans.

                 (f)      Any Excess Amount attributed to this Plan will be
disposed of in the manner described in section 6.1 (d).

         6.3     EMPLOYERS WHO, IN ADDITION TO THIS PLAN, MAINTAIN OTHER
QUALIFIED PLANS WHICH ARE DEFINED CONTRIBUTION PLANS OTHER THAN MASTER OR
PROTOTYPE PLANS.  If the Participant is covered under another qualified defined
contribution plan maintained by the Employer which is not a Master or Prototype
Plan, Annual Additions which may be credited to the Participant's Account under
this Plan for any Limitation Year will be limited in accordance with section
6.2 as though the other plan were a Master or Prototype Plan unless the
Employer provides other limitations in the Adoption Agreement.

         6.4     EMPLOYERS WHO, IN ADDITION TO THIS PLAN, MAINTAIN A QUALIFIED
DEFINED BENEFIT PLAN.  If the Employer maintains, or at any time maintained, a
qualified defined benefit plan covering any Participant in this Plan, the sum
of the Participant's Defined Benefit Fraction and Defined Contribution Fraction
will not exceed 1.0 in any Limitation Year.  The Annual Additions which may be
credited to the Participant's Account under this Plan for any Limitation Year
will be limited in accordance with the Adoption Agreement.

         6.5     DEFINITIONS.  Unless otherwise expressly provided herein, for
purposes of this ARTICLE only, the following definitions and rules of
interpretation shall apply:

                 (a)      Annual Additions.  The sum of the following amounts
credited to a Participant's Account for the Limitation Year:

                          (i)     Employer Contributions;

                          (ii)    Employee contributions;

                          (iii)   forfeitures; and

                          (iv)    amounts allocated after March 31, 1984 to an
individual medical account; as defined in section 415(l)(2) of the Code, which
is part of a pension or annuity plan maintained by the Employer, are treated as
Annual Additions to a defined contribution plan. Also, amounts derived from
contributions paid or accrued after December 31, 1985, in taxable years ending
after such date, which are attributable to post-retirement medical benefits
allocated to the separate account of a key employee, as defined in section
419A(d)(3) of the Code, under a welfare benefit fund, as defined in section
419(e) of the Code, maintained by the Employer, are treated as Annual Additions
to a defined contribution plan.

For this purpose, any Excess Amount applied under sections 6.1 (d) or 6.2(f) in
the Limitation Year to reduce Employer Contributions will be considered Annual
Additions for such Limitation Year.

                 (b)      Compensation.  A Participant's earned income, wages,
salaries, and fees for professional services and other amounts received for
personal services actually rendered in the course of employment with the
Employer maintaining the Plan (including, but not limited to, commissions paid
salesmen, compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips and bonuses), and excluding the
following:

                          (i)     Employer contributions to a plan of deferred
compensation which are not includable in the Employee's gross income for the
taxable year in which contributed, or Employer Contributions under a simplified
employee pension plan to the extent such contributions are excluded from the
Employee's gross income, or any distributions from a plan of deferred
compensation;

                          (ii)    Amounts realized from the exercise of a
nonqualified stock option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture;

                          (iii)   Amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock option; and

                          (iv)    Other amounts which received special tax
benefits, or contributions made by the Employer (whether or not under a salary
reduction agreement) towards the purchase of an annuity described in section
403(b) of the Code (whether or not the amounts are actually excludable from the
gross income of the Employee).

                          For purposes of applying the limitations of this
ARTICLE, Compensation for a Limitation Year is the Compensation actually paid
or includable in gross income during such year.

                          Notwithstanding the preceding sentence, Compensation
for a Participant in a defined contribution plan who is Totally and Permanently
Disabled (as defined in section 22(e)(3) of the Code) is the Compensation such
Participant would have received for the Limitation Year if the Participant had
been paid at the rate of Compensation paid Immediately before becoming
permanently and totally disabled; such imputed Compensation for the disabled
Participant may


                                      50
<PAGE> 
be taken into account only if the Participant is not a Highly-Compensated
Employee (as defined in section 414(q) of the Code), and contributions made on
behalf of such Participant are nonforfeitable when made.

                 (c)      DEFINED BENEFIT FRACTION.  A fraction, the numerator
of which is the sum of the Participant's Projected Annual Benefits under all the
defined benefit plans (whether or not terminated) maintained by the Employer,
and the denominator of which is the lesser of one hundred percent (100%) of the
dollar limitation determined for the Limitation Year under sections 415(b) and
(d) of the Code or one hundred forty percent (140%) of highest average
compensation, including any adjustments under section 415(b) of the Code.

                 Notwithstanding the above, if the Participant was a
Participant as of the first day of the first Limitation Year beginning after
December 31, 1986, in one or more defined benefit plans maintained by the
Employer which were in existence on May 6, 1986, the denominator of this
fraction will not be less than one hundred twenty-five percent (125%) of the
sum of the annual benefits under such plans which the Participant had accrued
as of the close of the last Limitation Year beginning before January 1, 1987
disregarding any changes in the terms and conditions of the plan after May 5,
1986. The preceding sentence applies only if the defined benefit plans
individually and in the aggregate satisfied the requirements of section 415 of
the Code for all Limitation Years beginning before January 1, 1987.

                 (d)      DEFINED CONTRIBUTION DOLLAR LIMITATION.  Thirty
thousand dollars ($30,000) or, if greater, one-fourth (1/4) of the defined
benefit dollar limitation set forth in section 415(b)(1) of the Code as in
effect for the Limitation Year.

                 (e)      DEFINED CONTRIBUTION FRACTION.  A fraction, the
numerator of which is the sum of the Annual Additions to the Participant's
Account under all the defined contribution plans (whether or not terminated)
maintained by the Employer for the current and all prior Limitation Years
(including the Annual Additions attributable to the Participant's nondeductible
voluntary contributions to all defined benefit plans, whether or not
terminated, maintained by the Employer, and the Annual Additions attributable
to all welfare benefit funds, as defined in section 419(e) of the Code and
individual medical accounts, as defined in section 415(1)(2) of the Code,
maintained by the Employer), and the denominator of which is the sum of the
maximum aggregate amounts for the current and all prior Limitation Years of
service with the Employer (regardless of whether a defined contribution plan
was maintained by the Employer). The maximum aggregate amount in any Limitation
Year is the lesser of one hundred percent (100%) of the dollar limitation in
effect under section 415(c)(1)(A) of the Code or thirty-five percent (35%) of
the Participant's Compensation for such year.

                 If the Participant was a Participant as of the end of the
first day of the first Limitation Yew beginning after December 31, 1986, in one
or mom defined contribution plans maintained by the Employer which were in
existence on May 6, 1986, the numerator of this fraction will be adjusted if the
sum of this fraction and the Defined Benefit Fraction would otherwise exceed
1.0 under the terms of this Plan. Under the adjustment, an amount equal to the
product of (1) the excess of the sum of the fractions over 1.0 times (2) the
denominator of this fraction, will be permanently subtracted from the numerator
of this fraction. The adjustment is calculated using the fractions as they
would be computed as of the end of the last Limitation Year beginning before
January 1, 1987, and disregarding any changes in the terms and conditions of
the Plan made after May 5, 1986, but using the section 415 limitation
applicable to the first Limitation Year beginning on or after January 1, 1987.
the Annual Addition for any Limitation Year beginning before January 1, 1987,
shall not be recomputed to treat all Employee contributions as Annual
Additions.

                 (f)      EMPLOYER.  For purposes of this ARTICLE, Employer
shall mean the employer that adopts this Plan, and all members of a controlled
group of corporations (as defined in section 414(b) of the Code as modified by
section 415(h) of the Code), all commonly controlled trades or businesses (as
defined in section 414(c) of the Code as modified by section 415(h) of the
Code), or affiliated service groups (as defined in section 414(m) of the Code)
of which the adopting Employer is a part and any other entity required to be
aggregated with the Employer pursuant to regulations under section 414(o) of
the Code.

                 (g)      EXCESS AMOUNT.  The excess of the Participant's Annual
Addition for the Limitation Year over the Maximum Permissible Amount.

                 (h)      HIGHEST AVERAGE COMPENSATION.  The average
compensation for the three consecutive Plan Years that produce the highest
average.

                 (i)      LIMITATION YEAR.  A Plan Year, or the twelve (12)
consecutive month period elected by the Employer in the Adoption Agreement. All
qualified plans maintained by the Employer must use the same Limitation Year.
If the Limitation Year is amended to a different twelve (12) consecutive month
period, the new Limitation Year must begin on a date within the Limitation Year
in which the amendment is made.

                 (j)      MASTER OR PROTOTYPE PLAN.  A plan the form of which
is the subject of a favorable opinion letter from the Internal Revenue Service.

                 (k)      MAXIMUM PERMISSIBLE AMOUNT.  The maximum Annual
Addition that may be contributed or allocated to a Participant's Account under
the Plan for any Limitation Year shall not exceed the lesser of:

                 (i)      the Defined Contribution Dollar Limitation;
                          or

                 (ii)     twenty-five percent (25%) of the Participant's
Compensation for the Limitation Year.


                                      51
<PAGE> 
                 The Compensation limitation referred to in subsection (b)
shall not apply to any contribution for medical benefits (within the meaning of
section 401(h) or section 419A(f)(2) of the Code) which is otherwise treated as
an Annual Addition under section 415(l)(1) or section 419A(d)(2) of the Code.

                 If a short Limitation Year is created because of an amendment
changing the Limitation Year to a different twelve (12) consecutive month
period, the Maximum Permissible Amount will not exceed the Defined Contribution
Dollar Limitation multiplied by the following fraction:

                 Number of Months in the Short Limitation Year
                                       12

                 (l)      PROJECTED ANNUAL BENEFIT.  The annual retirement
benefit (adjusted to an actuarially equivalent straight life annuity if such
benefit is expressed in a form other than a straight life annuity or Qualified
Joint and Survivor Annuity) to which the Participant would be entitled under
the terms of the Plan assuming:

                          (i)     the Participant will continue employment
until Normal Retirement Age under the Plan (or current age, if later), and

                          (ii)    the Participant's Compensation for the current
Limitation Year and all other relevant factors used to determine benefits under
the Plan will remain constant for all future Limitation Years.

                                   ARTICLE 7
                                   TRUST FUND

         7.1     RECEIPT OF CONTRIBUTIONS BY TRUSTEE.  All contributions to the
Trust that we received by the Trustee, together with any earnings thereon,
shall be held, managed and administered by the Trustee named in the Adoption
Agreement in accordance with the terms and conditions of the Trust Agreement
and the Plan. The Trustee may use a Custodian designated by the Sponsor to
perform recordkeeping and custodial functions. The Trustee shall be subject to
the proper directions of the Employer or the Plan Administrator made in
accordance with the terms of the Plan and ERISA.

         7.2     INVESTMENT RESPONSIBILITY.

                 (a)      If the Employer elects in the Adoption Agreement to
exercise investment authority and responsibility, the selection of the
investments in which assets of the Trust are invested shall be the
responsibility of the Plan Administrator and each Participant will have a
ratable interest in all assets of the Trust.

                 (b)      If the Adoption Agreement so provides and the
Employer elects to permit each Participant or Beneficiary to select the
investments in his Account, no person, including the Trustee and the Plan
Administrator, shall be liable for any loss or for any breach of fiduciary duty
which results from such Participant's or Beneficiary's exercise of control.

                 (c)      If the Adoption Agreement so provides and the
Employer elects to permit each Participant or Beneficiary to select the
investments in his Account, the Employer or the Plan Administrator must
complete a schedule of Participant designations.

                 (d)      If Participants and Beneficiaries are permitted to
select the investment in their Accounts, all investment related expenses,
including administrative fees charged by brokerage houses, will be charged
against the Accounts of the Participants.

                 (e)      The Plan Administrator may at any time change the
selection of investments in which the assets of the Trust are invested, or
subject to such reasonable restrictions as may be imposed by the Sponsor for
administrative convenience, may submit an amended schedule of Participant
designations. Such amended documents may provide for a variance in the
percentages of contributions to any particular investment or a request that
Shares in the Trust be reinvested in whole or in part in other Shares.

         7.3     INVESTMENT LIMITATIONS.  The Sponsor may impose reasonable
investment limitations an the Employer and the Plan Administrator relating to
the type of permissible investments in the Trust or the minimum percentage of
Trust assets to be invested in Shares.

                                   ARTICLE 8
                                    VESTING

         8.1     NONDEDUCTIBLE VOLUNTARY CONTRIBUTIONS AND EARNINGS.  The
Participant's nondeductible voluntary contribution subaccount shall be fully
vested and nonforfeitable at all times and no forfeitures will occur as a
result of an Employee's withdrawal of nondeductible voluntary contributions.

         8.2     ROLLOVERS, TRANSFERS AND EARNINGS.  The Participant's rollover
subaccount and direct transfer subaccount shall be fully vested and
nonforfeitable at all times.

         8.3     EMPLOYER CONTRIBUTIONS AND EARNINGS. Notwithstanding the
vesting schedule elected by the Employer in the Adoption Agreement, the
Participant's money purchase pension contribution subaccount and profit sharing
contribution subaccount shall be fully vested and nonforfeitable upon the
Participant's death, disability, attainment of Normal Retirement Age, or, if the
Adoption Agreement provides for an Early Retirement Date, attainment of the
required age and completion of the required service, In the absence of any of
the preceding events, the Participant's money purchase contribution subaccount
and his profit sharing contribution subaccount shall vest in accordance with a
minimum vesting

                                      52
<PAGE> 
schedule specified in the Adoption Agreement. The schedule must be at least as 
favorable to Participants as either schedule (a) or (b) below.

          (a)  Graduated vesting according to the following schedule:

          Years of Service              Vested Percentage
          ----------------              -----------------
          Less than 2                          0%
          2 but less than 3                   20%
          3 but less than 4                   40%
          4 but less than 5                   60%
          5 but less than 6                   80%
          6 or more                          100%

          (b)  Full one hundred percent (100%) vesting after three (3) Years of
Service.

     8.4  AMENDMENTS TO VESTING SCHEDULE.

          (a)  If the Plan's vesting schedule is amended, or the Plan is
amended in any way that directly or indirectly affects the computation of the
Participant's nonforfeitable percentage or if the Plan is deemed amended by an
automatic change to or from a top-heavy vesting schedule, each Participant with
at least three (3) Years of Service with the Employer may elect, within a
reasonable period after the adoption of the amendment or change, to have the
nonforfeitable percentage computed under the Plan without regard to such
amendment or change. For any Participants who do not have at least one (1) Hour
of Service in any Plan Year beginning after December 31, 1988, the preceding
sentence shall be applied by substituting "five (5) Years of Service" for
"three (3) Years of Service" where such language appears.

          (b)  The period during which the election may be made shall commence
with the date the amendment is adopted or deemed to be made and shall end on
the latest of:

            (i)       sixty (60) days after the amendment is adopted;

            (ii)      sixty (60) days after the amendment becomes effective;
                         
            or

            (iii)     sixty (60) days after the Participant is issued written 
            notice of the amendment by the Employer or Plan Administrator.

          (c)  No amendment to the Plan shall be effective to the extent that
it has the effect of decreasing a Participant's accrued benefit.
Notwithstanding the preceding sentence, a Participant's Account balance may be
reduced to the extent permitted under section 412(c)(8) of the Code. For
purposes of this paragraph, a Plan amendment which has the effect of decreasing
a Participant's Account balance or eliminating an optional form of benefit,
with respect to benefits attributable to service before the amendment shall be
treated as reducing an accrued benefit. Furthermore, if the vesting schedule of
a Plan is amended, in the case of an Employee who is a Participant as of the
later of the date such amendment is adopted or the date it becomes effective,
the nonforfeitable percentage (determined as of such date) of such Employee's
right to his Employer-derived accrued benefit will not be less than his
percentage computed under the Plan without regard to such amendment.

     8.5  DETERMINATION OF YEARS OF SERVICE.  For purposes of determining the
vested and nonforfeitable percentage of the Participant's Employer Contribution
subaccounts, all of the Participant's Years of Service with the Employer or an
Affiliated Employer shall be taken into account. If specified in the Adoption
Agreement, Years of Service with a predecessor employer will be treated as
service for the Employer; provided, however, if the Employer maintains the plan
of a predecessor employer, Years of Service with such predecessor employer will
be treated as service with the Employer without regard to any election.

     8.6  FORFEITURE OF NONVESTED AMOUNTS.

          (a)  For Plan Years beginning before 1985, any portion of a
Participant's Account that is not vested shall be forfeited by him as of the
last day of the Plan Year in which a Break in Service occurs. For Plan Years
beginning after 1984, any portion of a Participant's Account that is not vested
shall be forfeited by him as of the last day of the Plan Year in which his
fifth consecutive Break in Service occurs. Any amounts thus forfeited shall be
reallocated as provided in ARTICLE 5 and shall not be considered part of a
Participant's Account in computing his vested interest. The remaining portion of
the Participant's Account will be nonforfeitable.

          (b)  If a distribution is made at a time when a Participant has a
vested right to less than one hundred percent (100%) of the value of the
Participant's Account attributable to Employer Contributions and forfeitures,
as determined in accordance with the provisions of section 8.3, and the
nonvested portion of the Participant's Account has not yet been forfeited in
accordance with paragraph (a) above:

               (i)       a separate remainder subaccount shall be established 
for the Participant's interest in the Plan as of the time of the distribution, 
and

               (ii)      at any relevant time the Participant's vested portion 
of the separate remainder subaccount shall be equal to an amount ("X") 
determined by the following formula:

                                       53
<PAGE> 
                         X = P(AB + (R x D)) - (R x D)

          For purposes of applying the formula: P is the vested percentage at
the relevant time; AB is the Account balance at the relevant time; D is the
amount of the distribution; and R is the ratio of the Account balance at the
relevant time to the Account balance after distribution.

     8.7  REINSTATEMENT OF BENEFIT.  If a benefit is forfeited because a
Participant or Beneficiary cannot be found, such benefit will be reinstated if
a claim is made by the Participant or Beneficiary.

                                   ARTICLE 9
                    JOINT AND SURVIVOR ANNUITY REQUIREMENTS

     9.1  GENERAL.  The provisions of this ARTICLE shall apply to any
Participant who is credited with at least one (1) Hour of Service with the
Employer on or after August 23, 1984, and such other Participants as provided
in section 9.7. 

     9.2  QUALIFIED JOINT AND SURVIVOR ANNUITY.  Unless an optional form of
benefit is selected pursuant to a Qualified Election within the ninety (90) day 
period ending on the Annuity Starting Date, a married Participant's Vested 
Account Balance will be paid in the form of a Qualified Joint and Survivor 
Annuity and an unmarried Participant's Vested Account Balance will be paid in 
the form of a life annuity. The Participant may elect to have such annuity 
distributed upon attainment of the Earliest Retirement Age under the Plan.

     9.3  QUALIFIED PRERETIREMENT SURVIVOR ANNUITY.  Unless an optional form of
benefit has been selected within the Election Period pursuant to a Qualified
Election, if a Participant dies before the Annuity Starting Date, then the 
Participant's Vested Account Balance shall be applied toward the purchase of an 
annuity for the life of the Surviving Spouse. The Surviving Spouse may elect to 
have such annuity distributed within a reasonable period after the 
Participant's death.

     9.4  DEFINITIONS.

          (a)  Election Period.

               (i)  The period which begins on the first day of the Plan Year
in which the Participant attains age thirty-five (35) and ends on the date of
the Participant's death.  If a Participant separates from service prior to the
first day of the Plan Year in which age thirty-five (35) is attained, with
respect to the Account balance as of the date of separation, the Election
Period shall begin on the date of separation.

               (ii) A Participant who has not yet attained age thirty-five (35)
as of the end of any current Plan Year may make a special Qualified Election to
waive the qualified preretirement survivor annuity for the period beginning on
the date of such election and ending on the first day of the Plan Year in
which the Participant will attain age thirty-five (35). Such election shall not
be valid unless the Participant receives a written explanation of the qualified
preretirement survivor annuity in such terms as are comparable to the
explanation required under section 9.5. Qualified preretirement survivor 
annuity coverage will be automatically reinstated as of the first day of the 
Plan Year in which the Participant attains age thirty-five (35). Any new waiver
on or after such date shall be subject to the full requirements of this ARTICLE.

          (b)  Earliest Retirement Age.  The earliest date on which, under the
Plan, the Participant could elect to receive retirement benefits.

          (c)  Qualified Election.
               (i)  A waiver of a Qualified Joint and Survivor Annuity or a
qualified preretirement survivor annuity. Any waiver of a Qualified Joint and
Survivor Annuity or a qualified preretirement survivor annuity shall not be
effective unless:
                    
                    (1)  the Participant's Spouse consents in writing to the
election;

                    (2)  the election designates a specific Beneficiary,
including any class of Beneficiaries or any contingent Beneficiaries, which may
not be changed without spousal consent (or the Spouse expressly permits
designations by the Participant without any further spousal consent);

                    (3)  the Spouse's consent acknowledges the effect of the
election; and

                    (4)  the Spouse's consent is witnessed by a Plan
representative or notary public. Additionally, a Participant's waiver of the
Qualified Joint and Survivor Annuity shall not be effective unless the election
designates a form of benefit payment which may not be changed without spousal
consent (or the Spouse expressly permits designations by the participant
without any further spousal consent). If it is established to the satisfaction
of a Plan representative that there is no Spouse or that the Spouse cannot be
located, a waiver will be deemed a Qualified Election.

               (ii) Any consent by a Spouse obtained under this provision (or
establishment that the consent of Spouse may not be obtained) shall be
effective only with respect to such Spouse. A consent that permits designations
by the Participant without any requirement of further consent by such Spouse
must acknowledge that the Spouse has the right to limit consent to a specific
Beneficiary, and a specific form of benefit where applicable, and that the
Spouse voluntarily elects to relinquish either or both of such rights.
A revocation of a prior waiver may be made by a Participant without the consent
of the Spouse at any time before the commencement of benefits. The number of
revocations shall not be limited. No consent obtained under this provision
shall be valid unless the Participant has received notice as provided in
section 9.5.

          (d)  Qualified Joint And Survivor Annuity.  An immediate annuity for
the life of the Participant with a survivor annuity for the life of the Spouse
which equals fifty percent (50%) of the amount of the annuity which is payable


                                       54
<PAGE> 

during the joint lives of the Participant and the Spouse and which is the
amount of benefit which can be purchased with the Participant's Vested Account
Balance.

          (e)  Spouse(Surviving Spouse). The Spouse or Surviving Spouse of the
Participant, provided that a former spouse will be treated as the Spouse or
Surviving Spouse and a current Spouse will not be treated as the Spouse or
Surviving Spouse to the extent provided under a qualified domestic relations
order as described in section 414(p) of the Code.

          (f)  Annuity Starting Date. The first day of the first period for
which an amount is paid as an annuity or any other form.

          (g)  Vested Account Balance. The aggregate value of the Participant's
Vested Account Balances derived from Employer and Employee contributions
(including rollovers and direct transfers), whether vested before upon death,
including the proceeds of insurance contracts if any, on the Participant's life,
The provisions of this ARTICLE shall apply to a Participant who is vested in
amounts attributable to Employer Contributions, Employee contributions (or both)
at the time of death or distribution.

 9.5 Notice Requirements

     (a)  In the case of a Qualified Joint and Survivor Annuity, the Plan
Administrator shall no less than thirty (30) days and no more than ninety (90)
days prior to the Annuity Starting Date, provide each Participant a written
explanation of:    

          (i)       the terms and conditions of a Qualified Joint and Survivor
          Annuity;

          (ii)      the Participant's right to make and the effect of an
          election to waive the Qualified Joint and Survivor Annuity form of
          benefit;

          (iii)     the rights of a Participant's Spouse; and

          (iv) the right to make, and the effect of, a revocation of a previous
          election to waive the Qualified Joint and Survivor Annuity.

     (b)  In the case of a qualified preretirement survivor annuity as
described in section 9.3, the Plan Administrator shall provide each Participant
within the applicable period for such Participant a written explanation of the
qualified preretirement survivor annuity in such terms and in such manner as
would be comparable to the explanation provided for meeting the requirements of
subsection (a) applicable to a Qualified Joint and Survivor Annuity.

     (c)  The applicable period for a Participant is whichever of the following
periods ends last:

          (i)       the period beginning with the first day of the Plan Year in
          which the Participant attains age thirty-two (32) and ending with the
          close of the Plan Year preceding the Plan Year in which the
          Participant attains age thirty-five (35);

          (ii)      a reasonable period ending after the individual becomes a
          Participant;

          (iii)     a reasonable period ending after subsection (e) ceases to
          apply to the Participant;

          (iv)      a reasonable period ending after this ARTICLE first applies
          to the Participant.

Notwithstanding the foregoing, notice must be provided within a reasonable
period ending after separation form service in the case of a participant who
separates from service before attaining age thirty-five (35).

     (d)  For purposes of applying subsection (c), a reasonable period ending
after the enumerated events described above in subsections (ii), (iii) and (iv)
is the end of the two-year period beginning one (1) year prior to the date the
applicable event occurs, and ending on (1) year after that date. In the case of
a Participant who separates from service before the Plan year in which age
thirty-five (35) is attained, notice shall be provided within the two (2) year
period beginning one (1) year prior to separation and ending one (1) year after
separation. If such a participant thereafter returns to employment with the
Employer, the applicable period for such Participant shall be redetermined.

     (e)  Notwithstanding the other requirements of this section, the
respective notices prescribed by this section need not be given to a
Participant if:

          (i)  the Plan "fully subsidizes" the cost of a Qualified Joint and
Survivor Annuity or qualified preretirement survivor annuity; and

          (ii) the Plan does not allow the Participant to waive the Qualified
Joint and Survivor Annuity or qualified preretirement survivor annuity and does
not allow a married Participant to designate a nonspouse Beneficiary.

     For purposes of this subsection, plan fully subsidizes the costs of a
benefit if no increase in cost, or decrease in benefits to the Participant may
result from the Participant's failure to elect another benefit.

 9.6 Safe Harbor Rules

     (a)  This section shall apply to a Participant in a profit sharing plan,
and to any distribution, made on or after the first day of the first Plan year
beginning after December 31, 1988, from or under a separate account
attributable solely to accumulated deductible Employee contributions, as
defined in section 72(o)(5)(B) of the Code, and maintained on behalf of a
Participant in a money purchase pension plan (including a target benefit plan)
if the following conditions are satisfied:

          (i)  the Participant does not or cannot elect payments in the form of
a life annuity; and 

          (ii) on the death of a Participant, the Participant's Vested Account
Balance will be paid to the Participant's Surviving Spouse, but if there is no
Surviving Spouse, or if the Surviving Spouse has consented in a manner
conforming to a Qualified Election, then to the Participant's Designated
Beneficiary.


                                      55
<PAGE> 
          (b)  The Surviving Spouse may elect to have distribution of the
Vested Account Balance commence within the ninety (90) day period following the
date of the Participant's death.  The Account balance shall be adjusted for
gains or losses occurring after the Participant's death in accordance with the
provisions of the Plan governing the adjustment of Account balances for other
types of distributions.

          (c)  This section shall not be operative with respect to a
Participant in a profit sharing plan if the plan is a direct or indirect
transferee of a defined benefit plan, money purchase plan, a target benefit
plan, stock bonus, or profit sharing plan which is subject to the survivor
annuity requirements of sections 401(a)(11) and 417 of the Code.  If this
section is operative, then the provisions of the ARTICLE, other than section
9.7, shall be inoperative.

          (d)  The Participant may waive the spousal death benefit described in
this section at any time provided that no such waiver shall be effective unless
it satisfies the conditions of section 9.4(c) (other than the notification
requirement referred to therein) that would apply to the Participant's waiver
of the qualified preretirement survivor annuity.

          (e)  For purposes of this section, Vested Account Balance shall mean,
in the case of a money purchase pension plan or a target benefit plan, the
Participant's separate Account balance attributable solely to accumulated
deductible Employee contributions within the meaning of section 72(o)(5)(B) of
the Code.  In the case of a profit sharing plan, Vested Account Balance shall
have the same meaning as provided in section 9.4(g).

     9.7  TRANSITIONAL RULES.

          (a)  Any living Participant not receiving benefits on August 23,
1984, who would otherwise not receive the benefits prescribed by the previous
sections of this ARTICLE must be given the opportunity to elect to have the
prior sections of this ARTICLE apply if such Participant is credited with at
least one (1) Hour of Service under this Plan or a predecessor plan in a Plan
Year beginning on or after January 1, 1976, and such Participant had at least
ten (10) years of vesting service when he or she separated from service.

          (b)  Any living Participant not receiving benefits on August 23,
1984, who was credited with at least one (1) Hour of Service under this Plan or
a predecessor plan on or after September 2, 194, and who is not otherwise
credited with any service in a Plan Year beginning on or after January 1, 1976,
must be given the opportunity to have his or her benefits paid in accordance
with subsection (d).

          (c)  The respective opportunities to elect (as described in
subsections (a) and (b) above) must be afforded to the appropriate
Participants during the period commencing on August 23, 1984, and ending on the
date benefits would otherwise commence to said Participants.

          (d)  Any Participant who has elected pursuant to subsection (b) and
any Participant who does not elect under subsection (a) or who meets the
requirements of subsection (a) except that such Participant does not have at
least ten (10) years of vesting service when he or she separates from service,
shall have his or her benefits distributed in accordance with all of the
following requirements if benefits would have been payable in the form of a
life annuity:

               (i)  Automatic Joint and Survivor Annuity.  If benefits in the
form of a life annuity become payable to a married Participant who:

                    (1)  begins to receive payments under the Plan on or after
                         Normal Retirement Age; or

                    (2)  dies on or after Normal Retirement Age while still
                         working for the Employer; or
          
                    (3)  begins to receive payments on or after the qualified
                         early retirement age; or

                    (4)  separates from service on or after attaining Normal
Retirement age; (or qualified early retirement age) and under satisfying the
eligibility requirements for the payments of benefits under the Plan and
thereafter dies before beginning to receive such benefits; then such benefits
will be received under this Plan in the form of a Qualified Joint and Survivor
Annuity, unless the Participant has elected otherwise during the Election
Period.  The Election Period must begin at least six (6) months before the
Participant attains qualified early retirement age and end not more than ninety
(90) days before the commencement of benefits.  Any election hereunder will be
in writing and may be changed by the Participant at any time.

               (ii) Election of Early Survivor Annuity.  A Participant who is
employed after attaining the qualified early retirement age will be given the
opportunity to elect, during the Election Period, to have a survivor annuity
payable on death.  If the Participant elects the survivor annuity, payments
under such annuity must not be less than the payments which would have been
made to the Spouse under the Qualified Joint and Survivor Annuity if the
Participant had retired on the day before his or her death.  Any election under
this provision will be in writing and may be changed by the Participant at any
time.  The Election Period begins on the later of (1) the 90th day before the
Participant attains the qualified early retirement age; or (2) the date on
which participation begins, and ends on the date the Participant terminates
employment.

          (e)  The following terms shall have the meanings specified herein:

               (i)  Qualified Early Retirement Age.  The latest of:
                    (1)  the earliest date, under the Plan, on which the
Participant may elect to receive retirement benefits;
                    (2)  the first day of the 120th month beginning before the
Participant reaches Normal Retirement Age; or


                                       56
<PAGE> 

                    (3)  the date the Participant begins participation.

            (ii)    Qualified Joint and Survivor Annuity.  An annuity for
the life of the Participant with a survivor annuity for the life of the Spouse
as described in section 9.4(d).

                                   ARTICLE 10
                            DISTRIBUTION PROVISIONS

     10.1 VESTING ON DISTRIBUTION BEFORE BREAK IN SERVICE.

          (a)  If an Employee terminates service, and the value of the
Employee's vested Account balance derived from Employer and Employee
Contributions is not greater than three thousand five hundred dollars ($3,500),
the Employee will receive a distribution of the value of the entire vested
portion of such Account balance and the nonvested portion will be treated as a
forfeiture.  For purposes of this section, if the value of an Employee's
vested Account balance is zero, the Employee shall be deemed to have received a
distribution of such vested Account balance.  A Participant's vested Account
balance shall not include accumulated deductible Employee contributions within
the meaning of section 72(o)(5)(B) of the Code for Plan Years beginning prior
to January 1, 1989.

          (b)  If an Employee terminates service and elects, in accordance with
the ARTICLE, to receive the value of his Vested Account Balance, the nonvested
portion will be treated as a forfeiture.  If the Employee elects to have
distributed less than the entire vested portion of the Account balance derived
from Employer Contributions, the part of the nonvested portion that will be
treated as a forfeiture is the total nonvested portion multiplied by a
fraction, the numerator of which is the amount of the distribution attributable
to Employer Contributions and the denominator of which is the total value of
the vested Employer derived Account balance.
               
          (c)  If an Employee receives a distribution pursuant to this section
and the Employee resumes employment covered under this Plan, the Employee's
Employer-derived Account balance will be restored to the amount on the date of
distribution if the Employee repays to the Plan the full amount of the
distribution attributable to Employer Contributions before the earlier of five
(5) years after the first date on which the Participant is subsequently
reemployed by the Employer, or the date the Participant incurs five (5)
consecutive one (1) year Breaks in Service following the date of the
distribution.  If an Employee is deemed to receive a distribution to this
section, and the Employee resumes employment covered under this Plan before the
date the Participant incurs five (5) consecutive one (1) year Breaks in
Service, upon the reemployment of such Employee, the Employer-derived Account
balance of the Employee will be restored to the amount on the date of such
deemed distribution.

     10.2 RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS.

          (a)  If the value of a Participant's vested Account balance derived
from Employer and Employee contributions exceeds(or at the time of any prior
distribution exceeds) three thousand five hundred dollars (3,500) and the
Account balance is immediately distributable, the Participant and the
Participant's Spouse (or where either the Participant or the Spouse has died,
the survivor) must consent to any distribution of such Account balance. The
consent of the Participant and the Participant's Spouse shall be obtained in
writing within the ninety (90) day period ending on the Annuity Starting Date.
The Annuity Starting Date is the first day of the first period for which an
amount is paid as an annuity or any other form. The Plan Administrator shall
notify the Participant and the Participant's Spouse of the right to defer any
distribution until the Participant's Account balance is no longer immediately
distributable. Such notification shall include a general description of the
material features, and an explanation of the relative values of, the optional
forms of benefit available under the Plan in a manner that would satisfy the
notice requirements of section 417(a)(3), and shall be provided no less than
thirty (30) days and no more than ninety (90) days prior to the Annuity
Starting Date. 

          (b)  Notwithstanding the provisions of subsection (a), only the
Participant need consent to the commencement of a distribution in the form of a
Qualified Joint and Survivor Annuity while the Account balance is immediately
distributable. (Furthermore, if payment in the form of a Qualified Joint and
Survivor Annuity is not required with respect to the Participant pursuant to
section 9.6 of the Plan, only the Participant need consent to the distribution
of an Account balance that is immediately distributable).
Neither the consent of the Participant nor the Participant's Spouse shall be
required to the extent that a distribution is required to satisfy section
401(a)(9) or section 415 of the Code. In addition, upon termination of this
Plan if the Plan does not offer an annuity option (purchased from a commercial
provider), the Participant's Account balance may, without the Participant's
consent, be distributed to the Participant or transferred to another defined
contribution plan (other than an employee stock ownership plan as defined in
section 4975(e)(7) of the Code) within the same controlled group.

          (c)  An Account balance is immediately distributable if any part of
the Account balance could be distributed to the Participant (or Surviving
Spouse) before the Participant attains *or would have attained if not deceased)
the later of Normal Retirement Age or age sixty-two (62).

          (d)  For purposes of determining the applicability of the foregoing
consent requirements to distributions made before the first day of the first
Plan Year beginning after December 31, 1988, the Participant's vested Account
balance shall not include amounts attributable to accumulated deductible
Employee contributions within the meaning of section 72*o)(5)(B) of the Code.

     10.3 COMMENCEMENT OF BENEFITS.

          (a)  Unless the Participant elects otherwise, distribution of
benefits will begin no later than the 60th day after the latest of the close of
the Plan Year in which:



                                      57



               
<PAGE> 
                     (i)      the Participant attains age sixty-five (65) (or
                     Normal Retirement Age, if earlier);  

                     (ii)     the 10th anniversary of the year in which the
                     Participant commenced participant in the Plan occurs; or

                     (iii)    the Participant terminates service with the 
                     Employer.

                (b)  Notwithstanding the foregoing, the failure of a 
Participant and Spouse to consent to a distribution while a benefit is
immediately distributable, within the meaning of section 10.2 of the Plan, shall
be deemed to be an election to defer commencement of payment of any benefit
sufficient to satisfy this section.

     10.4       EARLY RETIREMENT WITH AGE AND SERVICE REQUIREMENT.  If a
Participant separates from service before satisfying the age requirement for
early retirement, but has satisfied the service requirement, the Participant
will be entitled to elect an early retirement benefit upon satisfaction of such
age requirement.

     10.5       NONTRANSFERABILITY OF ANNUITIES. Any annuity contract
distributed herefrom must be nontransferable. 

     10.6       CONFLICTS WITH ANNUITY CONTRACTS.  The terms of any annuity
contract purchased and distributed by the Plan to a Participant or Spouse shall
comply with the requirements of this Plan.

                                   ARTICLE 11
                        TIMING AND MODES OF DISTRIBUTION

     11.1       GENERAL RULES.

                (a)  Subject to ARTICLE 9, the requirements of this ARTICLE
shall apply to any distribution of a Participant's interest and will take
precedence over any inconsistent provisions of this Plan. Unless otherwise
specified, the provisions of this ARTICLE apply to calendar years beginning
after December 31, 1984.

                (b)  All distributions required under this ARTICLE shall be
determined and made in accordance with the income tax regulations under section
401(a)(9) of the Code, including the minimum distribution incidental benefit
requirement of section 1.40(a)(9)-2 of the proposed regulations.

     11.2       REQUIRED BEGINNING DATE. The entire interest of a Participant
must be distributed or begin to be distributed no later than the Participant's
Required Beginning Date.

     11.3       LIMITS ON DISTRIBUTION PERIODS. As of the first Distribution
Calendar Year, distributions, if not made in single-sum, may only be made over
one of the following periods (or a combination thereof):

                (a)  the life of the Participant;
                (b)  the life of the Participant and a Designated Beneficiary;
                (c)  a period certain not extending beyond the Life Expectancy
of the Participant; or
                (d)  a period certain not extending beyond the joint and last
survivor expectancy of the Participant and a Designated Beneficiary.

     11.4       DETERMINATION OF AMOUNT TO BE DISTRIBUTED EACH YEAR.

                (a)  Individual Account.
     
                     (i)      If a Participant's Benefit is to be distributed
over (1) a period not extending beyond the Life Expectancy of the Participant or
the joint life and last survivor expectancy of the Participant and the
Participant's Designated Beneficiary or (2) a period not extending beyond the
Life Expectancy of the Designated Beneficiary, the amount required to be
distributed for each calendar year, beginning with distribution for the first
Distribution Calendar Year, must at least equal the quotient obtained by
dividing the Participant's Benefit by the Applicable Life Expectancy.
                     (ii)     For calendar years beginning before January 1,
1989, if the Participant's Spouse is not the Designated Beneficiary, the method
of distribution selected must assure that at least fifty percent (50%) of the
present value of the amount available for distribution is paid within the Life
Expectancy of the Participant.
                     (iii)    For calendar years beginning after December 31,
1988, the amount to be distributed each year, beginning with distributions for
the first Distribution Calendar Year shall not be less than the quotient
obtained by dividing the Participant's Benefit by the lesser of (1) the
Applicable Life Expectancy or (2) if the Participant's Spouse is  not the
Designated Beneficiary, the applicable divisor determined from the table set
forth in Q&A-4 of section 1.40(a)(9)-2 of the proposed regulations.
Distributions after the death of the Participant shall be distributed using the
Applicable Life Expectancy in subsection (a)(i) above as the relevant divisor
without regard to proposed regulations section 1.40(a)(9)-2.
                     (iv)     The minimum distribution required for the
Participant's first Distribution Calendar Year must be made on or before the
Participant's Required Beginning Date. The minimum distribution for other
calendar years, including the minimum distribution for the Distribution
Calendar Year in which the Employee's Required Beginning Date occurs, must be
made on or before December 31, of that Distribution Calendar Year.
                    
                (b)  Other Forms. If the Participant's benefit is distributed
in the form of an annuity purchased from an insurance company, distributions
thereunder shall be made in accordance with the requirements of section
401(a)(9) of the Code and the proposed regulations thereunder.

     11.5      DEATH DISTRIBUTION PROVISIONS.

                (a)  Distribution Beginning Before Death. If the Participant
dies after distribution of his or her interest has begun, the remaining portion
of such interest will continue to be distributed at least as rapidly as under
the method of distribution being used prior to the Participant's death.

                (b)  Distribution Beginning After Death. If the Participant
dies before distribution of his or her interest begins, distribution of the
Participant's entire interest shall be completed by December 31 of the calendar
year


                                       58

  
<PAGE> 
containing the fifth anniversary of the Participant's death except to the extent
that an election is made to receive distributions in accordance with (i) or (ii)
below:
               (i)     if any portion of the Participant's interest is payable
to a Designated Beneficiary, distributions may be made over the life or over a
period certain not greater than the Life Expectancy of the Designated
Beneficiary commencing on or before December 31 of the calendar year immediately
following the calendar year in which the Participant died;

              (ii)    if the Designated Beneficiary is the Participant's 
Surviving Spouse, the date distributions are required to begin in accordance
with (i) above shall not be earlier than the later of (1) December 31 of the
calendar year immediately following the calendar year in which the Participant
died and (2) December 31 of the calendar year in which the Participant would
have attained age seventy and one-half (70 1/2).

          (c)     If the Participant has not made an election pursuant to this
section by the time of his or her death, the Participant's Designated
Beneficiary must elect the method of distribution no later than the earlier of
(1) December 31 of the calendar year in which distributions would be required to
begin under this section; or (2) December 31 of the calendar year which contains
the fifth anniversary of the date of death of the Participant. If the
Participant has no Designated Beneficiary, or if the Designated Beneficiary does
not elect a method of distribution, distribution of the Participant's entire
interest must be completed by December 31 of the calendar year containing the
fifth anniversary of the Participant's death.
     
          (d)     For purposes of subsection (b) above, if the Surviving Spouse
dies after the Participant, but before payments to such Spouse begin, the
provisions of subsection (b), with the exception of paragraph (ii) therein,
shall be applied as if the Surviving Spouse were the Participant.

          (e)     For purposes of this section, any amount paid to a child of
the Participant will be treated as if it had been paid to the Surviving Spouse
if the amount becomes payable to the Surviving Spouse when the child reaches the
age of majority.

          (f)     For the purposes of this section, distribution of a 
Participant's interest is considered to begin on the Participant's Required
Beginning Date (or, if subsection (d) above is applicable, the date distribution
is required to begin to the Surviving Spouse pursuant to subsection (b) above).
If distribution is in the form of an annuity described in section 11.4(b) above
irrevocably commences to the Participant before the Required Beginning Date, the
date distribution is considered to begin is the date distribution actually
commences.

     11.6     DESIGNATION OF BENEFICIARY.  Subject to the rules of ARTICLE 9, a
Participant (or former Participant) may designate from time to time any person
or persons (who may be designated contingently or successively and may be an
entity other than a natural person) as his Beneficiary who will be entitled to
receive any undistributed amounts credited to the Participant's separate
Account under the Plan at any time of the Participant's death. Any such
beneficiary designation by a Participant shall be made in writing in the manner
prescribed by the Plan Administrator, and shall be effective only when filed
with the Plan Administrator during the Participant's lifetime. A Participant
my change or revoke his Beneficiary designation at any time in the manner
prescribed by the Plan Administrator. If any portion of the Participant's
Account is invested in insurance pursuant to ARTICLE 14, the Beneficiary of the
benefits under the insurance policy shall be the person or persons designated
under the policy. If the Designated Beneficiary (or each of the Designated
Beneficiaries) predeceases the Participant, the Participant's Beneficiary
designation shall be ineffective.  If no Beneficiary designation is in effect
at the time of the Participant's death, his Beneficiary shall be his estate.

     11.7  DEFINITIONS.

           (a)      APPLICABLE LIFE EXPECTANCY.     The Life Expectancy (or
joint and last survivor expectancy) calculated using the attained age of the
Participant (or Designated Beneficiary) as of the Participant's (or Designated
Beneficiary's) birthday in the applicable calendar year reduced by one (1) for
each calendar year which as elapsed since the date Life Expectancy was first
calculated.  If Life Expectancy is being recalculated, the Applicable Life
Expectancy shall be the Life Expectancy as so recalculated.  The applicable
calendar year shall be the first Distribution Calendar Year, and if Life
Expectancy is being recalculated such succeeding calendar year.

If annuity payments commence in accordance with section 11.4(b) before the
Required Beginning Date, the applicable calendar year is the year such payments
commence.  If distribution is in the form of an immediate annuity purchased
after the Participant's death with the Participant's remaining interest, the
applicable calendar year is the year of purchase.

           (b)     DESIGNATED BENEFICIARY.     The individual who is designated
as the Beneficiary under the Plan in accordance with section 401(a)(9) and the
proposed regulations thereunder.

           (c)     DISTRIBUTION CALENDAR YEAR.     A calendar year for which a
minimum distribution is required.  For distributions beginning before the
Participant's death, the first Distribution Calendar Year is the calendar year
immediately preceding the calendar year which contains the Participant's
Required Beginning Date.  For distributions beginning after the Participant's
death, the first Distribution Calendar Year is the calendar year in which
distributions are required to begin pursuant to section 11.5 above. 

           (d)     LIFE EXPECTANCY.     
                   (i)     Life Expectancy and joint and last survivor
expectancy are computed by use of the expected return multiples in Table V and
VI of section 1.72-9 of the income tax regulations.

                   (ii)    Unless otherwise elected by the Participant (or
Spouse, in the case of distributions described in section 11.5(b)(ii)above) by
the time distributions are required to begin, life expectancies shall be
recalculated 



                                       59

        
<PAGE> 
annually. Such election shall be irrevocable as to the Participant (or Spouse)
and shall apply to all subsequent years. The Life Expectancy of a non-
Spouse Beneficiary may not be recalculated.

          (e)  Participant's Benefit.

               (i)  The Account balance as of the last valuation date in the
calendar year immediately preceding the Distribution Calendar Year
(valuation calendar year) increased by the amount of any contributions or
forfeitures allocated to the Account balance as of dates in the valuation
calendar year after the valuation date and decreased by distributions made in
the valuation calendar year after the valuation date.

               (ii) For purposes of subsection (i) above, if any portion of
the minimum distribution for the first Distribution Calendar Year is made in
the second Distribution Calendar Year on or before the Required Beginning Date,
the amount of the minimum distribution made in the second Distribution Calendar
Year shall be treated as if it had been made in the immediately preceding
Distribution Calendar Year.

          (f)  Required Beginning Date.

               (i)  General Rule.  The Required Beginning Date of a Participant
is the first day of April of the calendar year following the calendar year in
which the Participant attains age seventy and one-half (70 1/2).

               (ii) Transitional Rules.  The Required Beginning Date of a
Participant who attains age seventy and one-half (70 1/2) before January 1,
1988, shall be determined in accordance with (1) or (2) below:

                    (1)  Non-Five-Percent Owners.  The Required Beginning Date
of a Participant who is not a Five Percent (5%) Owner is the first day of April
of the calendar year following the calendar year in which the later of
retirement or attainment of age seventy and one-half (70 1/2) occurs.

                    (2)  Five Percent Owners.  The Required Beginning Date of a
Participant who is a Five Percent (5%) Owner during any year beginning after
December 31, 1979, is the first day of April following the later of:

                         (A)  the calendar year in which the Participant
attains age seventy and one-half (70 1/2); or

                         (B)  the earlier of the calendar year with or within
which ends the Plan Year in which the Participant becomes a Five Percent (5%)
Owner, or the calendar year in which the Participant retires. The Required
Beginning Date of a Participant who is not a Five Percent (5%) Owner who
attains age seventy and one-half (70 1/2) during 1988 and who has not retired
as of January 1, 1989, is April 1, 1990.

               (iii) Five Percent Owner.  A Participant is treated as a Five
Percent (5%) Owner for purposes of this section if such Participant is a Five
Percent (5%) Owner as defined in section 416(i) of the Code (determined in
accordance with section 416 but without regard to whether the Plan is to-heavy)
at any time during the Plan Year ending with or within the calendar year in
which such owner attains age sixty-six and one-half (66 1/2) or any subsequent
year.

               (iv) Once distributions have begun to a Five Percent (5%) Owner
under this section, they must continue to be distributed, even if the
Participant ceases to be a Five Percent (5%) Owner in a subsequent year.

     11.8 Transitional Rule.
          (a)  Notwithstanding the other requirements of this ARTICLE and
subject to the requirements of ARTICLE 9, distribution on behalf of any
Employee, including a Five Percent (5%) Owner, may be made in accordance with
all of the following requirements (regardless of when such distribution
commences):

               (i)  The distribution by the Trust is one which would not have
disqualified such trust under section 401(a)(9) of the Internal Revenue Code as
in effect prior to amendment by the Deficit Reduction Act of 1984.

               (ii) The distribution is in accordance with a method of
distribution designated by the Employee whose interest in the Trust is being
distributed or, if the Employee is deceased, by a Beneficiary of such Employee.

               (iii) Such designation was in writing, was signed by the
Employee or the Beneficiary, and was made before January 1, 1984.

               (iv) The Employee had accrued a benefit under the Plan as of
December 31, 1983.

               (v)  The method of distribution designated by the Employee or
the Beneficiary specifies the time at which distributions will be made, and in
the case of any distribution upon the Employee's death, the Beneficiaries of
the Employee listed in order of priority.

          (b)  A distribution upon death will not be covered by this
transitional rule unless the information in the designation contains the
required information described above with respect to the distributions to be
made upon the death of the Employee.

          (c)  For any distribution which commences before January 1, 1984, but
continues after December 31, 1983, the Employee, or the Beneficiary, to whom
such distribution is being made, will be presumed to have designated the method
of distribution under which the distribution is being made if the method of
distribution was specified in writing and the distribution satisfies the
requirements in subsections (a)(i) and (a)(v).

          (d)  If a designation is revoked, any subsequent distribution must
satisfy the requirements of section 401(a)(9) of the Code and the proposed
regulations thereunder. If a designation is revoked subsequent to the date
distributions are required to begin, the Trust must distribute by the end of
the calendar year following the calendar year in which the revocation occurs
the total amount not yet distributed which would have been required to have
been distributed to satisfy section 401(a)(9) of the Code and the regulations
thereunder but for the section 242(b)(2) election.


                                       60
<PAGE> 
For calendar years beginning after December 31, 1988, such distributions must
meet the minimum distribution incidental benefit requirements in section
1.401(a)(9)-2 of the proposed regulations. Any changes in the designation will
be considered to be a revocation of the designation. However, the mere
substitution or addition of another beneficiary (one not named in the
designation)under the designation will not be considered to be a revocation of
the designation, so long as such substitution or addition does not alter the
period over which distributions are to be made under the designation, directly
or indirectly (for example, by altering the relevant measuring life). In the
case in which an amount is transferred or rolled over from one plan to another
plan, the rules in Q&A J-2 and Q&A J-3 shall apply.

     11.9 OPTIONAL FORMS OF BENEFIT

          (a)  Except to the extent benefits are required to be paid in the form
of an automatic joint and survivor annuity under ARTICLE 9, any amount which a
Participant shall be entitled to receive under the Plan shall be distributed in
one or a combination of the following ways:

               (i)       in a lump-sum payment of cash, the amount of which
shall be determined by redeeming all Shares credited to the Participant's
Account under the Plan as of the date of distribution;
          
               (ii)      in a lump-sum payment including a distribution in kind
of all Shares credited to the Participant's Account under the Plan as of the
date of distribution;

               (iii)     in substantially equal monthly, quarterly, or annual
installment payments of cash, or the distribution of Shares in kind, over a
period certain not to exceed the Life Expectancy of the Participant or the joint
and last survivor Life Expectancy of the Participant and his Beneficiary,
determined in each case as of the earlier of: (1) the end of the Plan Year in
which occurs the event entitling the Participant to a distribution of benefits,
or (2) the date such installments commence;

               (iv)      if permitted by the Sponsor, in monthly, quarterly, or
annual installment payments of cash, or the distribution of Shares in kind, so
that the amount distributed in each Plan Year equals the quotient obtained by
dividing the Participant's Account at the beginning of that Plan Year by the
joint and last survivor Life Expectancy of the participant and the Beneficiary
for that Plan Year. The Life Expectancy will be computed using the recomputation
method described in section 11.7(d). Unless the Spouse of the retired
Participant is the Beneficiary, the actuarial present value of all expected
payments to the retired Participant must be more than fifty percent (50%) of the
actuarial present value of payments to the retired Participant and the
Beneficiary; or

               (v)       by application of the Participant's vested Account to
the purchase of a nontransferable immediate or deferred annuity contract, on an
individual or group basis. Unless the Spouse of the retired Participant is the
Beneficiary, the actuarial present value of all expected payments to the
retired Participant must be more than fifty percent (50%) of the actuarial
present value of payments to the retired Participant and the Beneficiary.

          (b)  If the Participant fails to select a method of distribution,
except as may be required by ARTICLE 9, all amounts which he is entitled to
receive under the Plan shall be distributed to him in a lump-sum payment.

                                   ARTICLE 12
                                  WITHDRAWALS

     12.1 WITHDRAWAL OF NONDEDUCTIBLE VOLUNTARY CONTRIBUTIONS.   Subject to the
Qualified Election requirements of ARTICLE 9 and section 12.3, any Participant
who has made nondeductible voluntary contributions may, upon thirty (30) days
notice in writing filed with the Plan Administrator, have paid to him all or
any portion of the fair market value of his nondeductible voluntary contribution
subaccount.

     12.2 HARDSHIP WITHDRAWALS.    If the Adoption Agreement so provides and
the Employer elects, this section applies only to the profit sharing
contribution subaccount and only if the profit sharing allocation formula
selected in the Adoption Agreement is not integrated with Social Security.

          (a)  Demonstration of Need.   Subject to the Qualified Election
requirements of ARTICLE 9 and section 12.3, if a Participant establishes an
immediate and heavy financial need for funds because of a hardship resulting
form the purchase or renovation of a primary residence, the education of the
participant or a member of his immediate family, or (including special
education), the medial or personal expenses of the Participant or a member of
his immediate family, or other demonstrable emergency as determined by the Plan
Administrator on a uniform and nondiscriminatory basis, the Participant shall
be permitted, subject to the limitations of subsection (b) below, to make a
hardship withdrawal of an amount credited to his profit sharing contribution
subaccount under the Plan.

          (b)  Amount of Hardship Withdrawal.     The amount of any hardship
withdrawal by a Participant under subsection (a) above shall not exceed the
amount required to meet the immediate financial need created by the hardship
and not reasonably available from other resources of the Participant.

          (c)  Prior Withdrawal of Nondeductible Voluntary Participant
Contributions.     A Participant shall not be permitted to make a hardship
withdrawal under subsection (a) above unless he has already withdrawn, in
accordance with section 12.1, any amount credited to his nondeductible
voluntary contributions subaccount.

     12.3 MANNER OF MAKING WITHDRAWALS.  Any withdrawal by a Participant under
the Plan shall be made only after the Participant files a written request with
the plan Administrator specifying the nature of the withdrawal (and the reasons
therefor, if a hardship withdrawal), and the amount of funds requested to be
withdrawn. Upon approving any withdrawal, the Plan Administrator shall furnish
the Trustee with written instructions directing the Trustee to make the
withdrawal in a lump-sum payment of cash to the Participant. In making any
withdrawal payment, the Trustee shall be fully



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<PAGE> 

entitled to rely on the instructions furnished by the Plan Administrator, and
shall be under no duty to make any inquiry or investigation with respect
thereto. Unless section 9.6 is applicable, if the Participant is married, his
Spouse must consent to the withdrawal pursuant to a Qualified Election (as
defined in section 9.4(c)) within the ninety (90) day period ending on the date
of the withdrawal.

     12.4 LIMITATIONS ON WITHDRAWALS. The Plan Administrator may prescribe
uniform and nondiscriminatory rules and procedures limiting the number of times
a Participant may make a withdrawal under the Plan during any Plan Year, and
the minimum amount a Participant may withdraw on any single occasion.

     13.1 GENERAL PROVISIONS.

          (a)  If the Adoption Agreement so provides and the Employer so elects,
loans shall be made available to any Participant or Beneficiary who is
party-in-interest (as defined in section 3(14) of ERISA) on a reasonably
equivalent basis. A Participant or Beneficiary who is not a party-in-interest
(as defined in section 3(14) of ERISA) shall not be eligible to receive a loan
under this ARTICLE.

          (b)  Loans shall not be made available to Highly-Compensated
Employees (as defined in section 414(q) of the Code) in an amount greater than
the amount made available to other Employees.

          (c)  Loans must be adequately secured and bear a reasonable interest
rate.

          (d)  No participant loan shall exceed the present value of the
Participant's Vested Account Balance.

          (e)  Unless section 9.6 is applicable, a Participant must obtain the
consent of his or her Spouse, if any, to use of the Account balance as security
for the loan. Spousal consent shall be obtained no earlier than the beginning
of the ninety(90) day period that ends on the date on which the loan is to be
so secured. The consent must be in writing, must acknowledge the effect of the
loan, and must be witnessed by a Plan representative or notary public. Such
consent shall thereafter be binding with respect to the consenting Spouse or any
subsequent Spouse with respect to that loan. A new consent shall be required if
the Account balance is used for renegotiation, extension, renewal or other
revision of the loan. 

          (f)  In the event of default, foreclosure on the note and attachment
of security will not occur until a distributable event occurs under the Plan.

          (g)  Loans will not be made to any shareholder-employee or
Owner-Employee. For purposes of this requirement, a shareholder-employee means
an Employee or officer of an electing small business (subchapter S) corporation
who owns (or is considered as owning within the meaning of section 318(a)(1)
of the Code), on any day during the taxable year of such corporation, more than
five percent(5%) of the outstanding stock of the corporation.

          (h)  If a valid spousal consent has been obtained in accordance with
subsection (e), then, notwithstanding any other provision of this Plan, the
portion of the Participant's Vested Account Balance used as a security interest
held by the Plan by reason of a loan outstanding to the Participant shall be
taken into account for purposes of determining the amount of the Account
balance payable at the time of death or distribution, but only if the reduction
is used as repayment of the loan. If less than one hundred percent (100%) of
the Participant's Vested Account Balance (determined without regard to the
preceding sentence) is payable to the Surviving Spouse, then the Account
balance shall be adjusted by first reducing the Vested Account Balance by the
amount of the security used as repayment of the loan, and then determining the
benefit payable to the Surviving Spouse.

     13.2 ADMINISTRATION OF LOAN PROGRAM.

          (a)  The Plan's loan program will be administered by the Plan
          Administrator. 

          (b)  Loan requests shall be made on a form prescribed by the Plan
          Administrator and shall comply with section 13.4.

          (c)  Loan request that comply with all the requirements of this
          ARTICLE shall be approved by the Plan Administrator.      

          (d)  The rate of interest to be charged on loans shall be determined
          under section 13.5.

          (e)  The only collateral that may be used as security for a loan, and
          the limitations and requirements applicable, are determined under
          section 13.6.

          (f)  The rules regarding defaults are set forth in section 13.9.

     13.3 AMOUNT OF LOAN. Loans to any Participant or Beneficiary will not be
made to the extent that such loan, when added to the outstanding balance of all
other loans to the Participant or Beneficiary, would exceed the lesser of:

     (a)  fifty thousand dollars ($50,000) reduced by the excess (if any) of
the highest outstanding balance of loans during the one (1) year period ending
on the day before the loan is made, over the outstanding balance of loans from
the Plan on the date the loan is made; or

          (b)  one-half(1/2) the present value of the nonforfeitable accrued
benefit of the Participant.

          (c)  For the purpose of the above limitation, all loans from all
plans of the Employer and other members of a group of employers described in
sections 414(b), 414(c) and 414(m) of the Code are aggregated.

     13.4 MANNER OF MAKING LOANS.  A request by a Participant for a loan shall
be made in writing to the Plan Administrator and shall specify the amount of
the loan, and the subaccount(s) or Shares of the Participant from which the loan
should be made. The terms and conditions on which the Plan Administrator shall
approve loans under the Plan shall be applied on a uniform and
nondiscriminatory basis with respect to all Participants. If a Participant's
request for a loan is

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<PAGE> 
approved by the Plan Administrator, the Plan Administrator shall furnish the
Trustee with written instructions directing the Trustee to make the loan in a
lump-sum payment of cash to the Participant. In making any loan payment under
this ARTICLE, the Trustee shall be fully entitled to rely on the instructions
furnished by the Plan Administrator and shall be under no duty to make any
inquiry or investigation with respect thereto.

     13.5     TERMS OF LOAN. Loans shall be made on such terms and subject to
such limitations as the Plan Administrator shall prescribe. Furthermore, any
loan shall, by its terms, require that repayment (principal and interest) be
amortized in level payments, not less frequently than quarterly, over a period
not extending beyond five (5) years from the date of the loan, unless such loan
is used to acquire a dwelling unit which, within a reasonable time (determined
at the time the loan is made) will be used as the principal residence of the
Participant. The rate of interest to be charged shall be determined by the Plan
Administrator in accordance with the rates quoted by representative financial
institutions in the local area for similar loans.

     13.6     SECURITY FOR LOAN.  Any loan to a Participant under the Plan
shall be secured by the pledge of all the Participant's right, title, and
interest in the Trust. Such pledge shall be evidenced by the execution of a
promissory note by the Participant which shall provide that, in the event of
any default by the participant on a loan repayment, the Plan Administrator
shall be authorized (to the extent permitted by law) to deduct the amount of
the loan outstanding and any unpaid interest due thereon from the Participant's
wages or salary to be thereafter paid by the Employer, and to take any and all
other actions necessary and appropriate to enforce collection  of the unpaid
loan. An assignment or pledge of any portion of the Participant's interest in
the Plan and a loan, pledge, or assignment with respect to any insurance
contract purchased under the Plan, will be treated as a loan under this
section. In the event the value of the Participant's vested Account at any time
is less than one hundred twenty-five percent (125%) of the outstanding loan
balance, the Plan Administrator shall request additional collateral  of
sufficient value to adequately secure the repayment of the loan. Failure to
provide such additional collateral upon a request of the Plan Administrator
shall constitute an event of default.

     13.7     SEGREGATED INVESTMENT.  Loans shall be considered a Participant
directed investment and, for the limited purposes of allocated earnings and
losses pursuant to ARTICLE 5, shall not be considered a part of the common fund
under the Trust.

     13.8     REPAYMENT OF LOAN.  The Plan Administrator shall have the sole
responsibility for ensuring that a Participant timely makes all loan
repayments, and for notifying the Trustee in the event of any default by the
Participant on the loan. Each loan repayment shall be paid to the Trustee and
shall be accompanied by written instructions from the Plan Administrator that
identify the Participant on whose behalf the loan repayment was being made.

     13.9     DEFAULT ON LOAN.  
              (a)     In the event of a termination of the Participant's
employment with the Affiliated Employers or a default by a Participant on a
loan repayment, all remaining payments on the loan shall be immediately due and
payable. The Employer shall, upon the direction of the Plan Administrator, to
the extent permitted by law, deduct the total amount of the loan outstanding
and any unpaid interest due thereon from the wages or salaries payable to the
Participant by the Employer in accordance with the Participant's promissory
note. In addition, the Plan Administrator shall take any and all other actions
necessary and appropriate to enforce collection of the unpaid loan. However,
attachment of the Participant's Account pledged as security will not occur
until a distributable event occurs under the Plan.

              (b)     For purposes of this section, the term "default" shall
mean failure, by a period of at least ten (10) days, to make any loan payment
(whether principal or interest or both) that is due and payable. Neither the
Plan Administrator nor any other fiduciary is required to give any written or
oral notice of default.

     13.10     UNPAID AMOUNTS.  Upon the occurrence of a Participant's
retirement or death, or upon a Participant's fifth consecutive Break in Service
or earlier distribution, the unpaid balance of any loan, including any unpaid
interest, shall be deducted from any payment or distribution from the Trust to
which such Participant or his Beneficiary may be entitled. If after charging
the Participant's Account with the unpaid balance of the loan, including any
unpaid interest, there still remains an unpaid balance of any such loan and
interest, then the remaining unpaid balance of such loan and interest shall be
charged against any property pledged as security with respect to such loan.

                                   ARTICLE 14
                                   INSURANCE

     14.1     INSURANCE.  If the Adoption Agreement so provides and the
Employer elects to allocate or permit Participants to allocate a portion of
their Accounts to purchase life insurance, the ensuing subsections of this
ARTICLE shall apply:

     14.2     POLICIES.     The Plan Administrator shall instruct the Trustee
to procure one or more life insurance policies on the Participant's life, the
terms of which shall conform to the requirements of the Plan and the Code. The
policies and the companies which write them shall be subject to the approval of
the Plan Administrator and the Trustee. The Trustee shall procure and hold such
policies in the name of the nominee. The Trustee shall be the sole owner of all
contracts purchased hereunder, and it shall be so designated in each policy and
application therefor.

     14.3     BENEFICIARY.   The Participant shall have the right to name the
Beneficiary and to choose the benefit option under the policy for the
Beneficiary. The Trustee shall designate the Beneficiary of all such policies
in accordance with the written directions of the Plan Administrator and the
policy terms. Such designations may be outlined in the original application as
forwarded to the issuing company. However, the Plan Administrator shall have
available and shall furnish the 



                                       63



  
<PAGE> 
Participant with the necessary forms for any Beneficiary designation or change
of Beneficiary and it will keep a copy of all executed designations as part of
its records.  Upon a Participant's death, the Plan Administrator will promptly
furnish the Trustee a copy of the last designation and shall authorize the
Trustee to complete such forms as the insurance company may require in order to
effect the benefit option.

     14.4 PAYMENT OF PREMIUMS.  Subject to the provisions of sections 7.3 and
14.5, premium payments to the insurer may be made only by the Trustee with
respect to any insurance policy purchased on behalf of a Participant and shall
constitute first an investment of a portion of the funds of the Participant's
Employer Contribution subaccounts up to the maximum amount of such subaccounts
permitted to be applied toward such premium payments, as provided in section
14.5.  If a Participant's subaccounts lack sufficient assets to pay premiums on
a life insurance policy due on his behalf, the Trustee, at the direction of the
Plan Administrator, acting upon the request of the Participant, shall borrow
under the policy loan provisions, if any, the amount necessary to pay such
premiums, using the cash value of the insurance as security, or the Trustee may
liquidate assets held in the Participant's Account, in the same order, of
sufficient value to pay such premiums. Any loans shall be repaid by the
application of earnings, contributions, or forfeitures to the Account of the
Participant insured by such policy.  In the absence of the Plan administrator's
direction to borrow or to liquidate assets to pay premiums, the life insurance
policy shall be put on a paid-up-basis or, if it has no cash value, canceled.

     14.5 LIMITATION ON INSURANCE PREMIUMS. The Trustee shall not pay, nor
shall anyone on behalf of the Trustee pay, any life insurance premium for any
Participant out of the Participant's Employer Contribution subaccounts unless
the amount of such payment, plus all premiums previously so paid on behalf of
the Participant, is less than fifty percent (50%) of the Employer Contributions
and forfeitures allocated to the Participant's Employer Contribution
subaccounts as determined on the date such premium is paid with respect to
reserve life insurance policies and shall be less than twenty-five percent
(25%) thereof with respect to nonreserve (term) policies, or, if both reserve
life and term insurance are purchased on the life of any Participant, the sum
of the term insurance premium plus one-half (1/2) of the reserve life premiums
may not exceed twenty-five percent (25%) of the Employer Contributions made on
behalf of such Participant.  For purposes of these incidental insurance
provisions, reserve life insurance contracts are contracts with both
nondecreasing death benefits and nonincreasing premiums.  Dividends received on
life insurance policies shall be considered a reduction of premiums paid in
such computations.

          If payment of premiums on a Participant's life insurance policy is
prohibited because of the limitation, the Trustee, as directed by the Plan
Administrator, shall permit the Participant to maintain that part of the
coverage made available by the prohibited premiums, either by payment of the
amount of the prohibited premium by the Participant from sources other than the
Trust or by distributing the policy to the extent of the Participant's vested
interest to the Participant and eliminating it from the Trust.

          Nothing contained in the foregoing provisions of section 14.4 and
this section shall be deemed to authorize the payment of any premium or
premiums for any Participant which would result in a failure to maintain any
mandatory investment in Shares required by the Sponsor in the account or
subaccounts of any such Participant.

     14.6 INSURANCE COMPANY.  No insurance company which may issue any policies
for the purposes of this Plan shall be required to take or permit any action
contrary to the provisions of said policies, nor shall such insurance company
be deemed to be a party to, or responsible for the validity of, this Plan for
any purpose. No such insurance company shall be required to look into the terms
of this Plan or question any action of the Trustee hereunder, nor be
responsible to see that any action of the Trustee is authorized by the terms of
this Plan.  Any such issuing insurance company shall be fully discharged from
any and all liability for any amount paid to the Trustee or paid in accordance
with the direction of the Trustee, as the case may be, or for any change made
or action taken by such insurance company upon such direction and no such
insurance company shall be obliged to see the distribution or further
application of any monies paid by it.  The certificate of the Trustee signed by
one of its trust officers, assistant secretary, or other authorized
representative thereof, may be received by any insurance company as conclusive
evidence of any of the matters mentioned in the Plan and any insurance company
shall be fully protected in taking or permitting any action on the faith
thereof and shall incur no liability or responsibility for so doing.

     14.7 DISTRIBUTION OF POLICIES.  Upon a Participant's death, the Trustee,
upon direction of the Plan Administrator, shall procure the payment of the
proceeds of any policy held by the Participant in accordance with its terms and
this Plan.  The Trustee shall be required to pay over all the proceeds of any
policy to the Participant's Designated Beneficiary in accordance with the
distribution provisions of the Plan.  A Participant's Spouse will be the
Designated Beneficiary unless a Qualified Election has been made in accordance
with section 9.4(c) of the Plan.  Under no circumstances shall the Trust retain
any part of the proceeds.  Subject to the joint and survivor annuity
requirements of ARTICLE 9, the policies shall be converted or distributed upon
commencement of benefits in accordance with the provisions of this section.
Upon a Participant's retirement at or after his Normal Retirement Age, unless
there is a single sum distribution in which case any policy shall be
distributed, any such policy shall be converted paid-up contract and delivered
to the Participant but the Plan Administrator may, with the Participant's
consent, direct that a portion or all of such cash value of the policy be
converted to provide retirement income as permitted within the terms of the
policy and this Plan.  Upon a Participant's retirement due to Total and
Permanent Disability, any such policy shall be held for his account and
assigned or delivered to the Participant in addition to any other benefits
provided by this Plan.  Upon a Participant's termination of employment for
reasons other than death, Total and Permanent Disability, or retirement as
stated above, to the extent of life insurance 

                                       64
<PAGE> 

purchased by Employer Contributions, he shall be entitled to a vested interest
in any policy held for his account as his interest is vested in the remainder
of his Employer Contribution subaccounts (exclusive of any such policy).
Whenever the Participant is entitled to one hundred percent (100%), then such
policy shall be assigned and delivered to the Participant in accordance with its
terms and the terms of the Plan. Whenever the Participant is entitled to
vesting of less than one hundred percent(100%), then the Participant shall be
entitled to a vested interest of the cash surrender value of any such policy
equal to his percent of vested interest in his Employer Contribution
subaccounts, exclusive of the policy, and one of the following distribution
procedures shall apply:

          (a)  If the nonvested portion of the cash surrender value of all
policies held for the Participant's Account is less than the amount of his
vested termination benefit exclusive of the policies, then, such policy shall
be assigned to the Participant and the remainder of the Participant's vested
interest in the Participant's Employer Contribution subaccounts shall be
reduced by the cash surrender value of the nonvested portion of all policies,
after which it shall be paid or distributed to the Participant in accordance
with the terms of the Plan; or

          (b)   If the nonvested portion of the cash surrender value of all
policies held for the Participant's Account exceeds the Participant's vested
interest in the Employer Contribution subaccount exclusive of such policies,
the Participant shall be given the opportunity to purchase such policies by
paying to the Trustee the amount of such excess within thirty (30) days after
notice to him of the amount to be paid. Upon receipt of such payment said policy
shall be assigned and delivered to the Participant to the full satisfaction of
all termination benefits under this Plan. Any such policy not so purchased
shall be surrendered by the Trustee for its cash value and the proceeds thereof
deposited in the Trust for reallocation pursuant to ARTICLE 5.

          It is the intention hereof that the total termination benefit of a
Participant whose interest is not fully vested shall be equal to the sum of the
vested percentage of his Employer Contribution subaccounts exclusive of all
such policies and the same percentage of the cash value of all such policies
held for his Account. To the extent possible under the foregoing provisions,
such total termination benefits shall be satisfied by the transfer and delivery
to the Participant of one or more such policies with the balance, if any, to be
paid in cash or in kind.
                                                                             
     14.8 POLICY FEATURES. The Trustee shall arrange, where possible, that all
policies purchased for the benefit of a Participant shall have the same dividend
option which shall be on the premium reduction plan, and as nearly as may be
possible all policies issued under the Plan shall have the same anniversary
date. To the extent any dividends or credits earned on insurance policies are
not applied toward the next premiums due, they shall be allocated to the
Participant's Employer Contribution subaccount in the same manner as a
Participant's directed investment.

     14.9  CHANGED CONDITIONS. From time to time because of changed conditions,
the Trustee, acting at the direction of the Plan Administrator upon the
election of the Participant concerned, shall obtain an additional contract or
policy or make such change in the contracts or policies maintained by the
Trustee on the life of the Participant as may be required by such changed
conditions, within the limits permitted by the insurance company which issued
or is requested to issue a contract and the limits established by this Plan.

     14.10 CONFLICTS. In the event of any conflict between the terms of the
Plan and the provisions of any contract issued hereunder, the terms of the Plan
shall control.

                                   ARTICLE 15
                                 ADMINISTRATION

     15.1  DUTIES AND RESPONSIBILITIES OF FIDUCIARIES; ALLOCATION OF FIDUCIARY
RESPONSIBILITY. A fiduciary of the Plan shall have only those specific powers,
duties, responsibilities, and obligations as are explicitly given him under the
Plan and Trust Agreement. In general, the Employer shall have the sole
responsibility for making contributions to the Plan required under ARTICLE 4;
appointing the Trustee and the Plan Administrator; and determining the funds
available for investment under the Plan. The Plan Administrator shall have the
sole responsibility for the administration of the Plan, as more fully described
in section 15.2. It is intended that each fiduciary shall be responsible only
for the proper exercise of his own powers duties, responsibilities, and
obligations under the Plan and Trust Agreement, and shall not be responsible
for any act or failure to act of another fiduciary. A fiduciary may serve in
more than one fiduciary capacity with respect to the Plan.

     15.2 POWERS AND RESPONSIBILITIES OF THE PLAN ADMINISTRATOR.

          (a)  ADMINISTRATION OF THE PLAN. The Plan Administrator shall have all
powers necessary to administer the Plan, including the power to construe and
interpret the Plan documents; to decide all questions relating to an
individual's eligibility to participate in the Plan; to determine the amount,
manner and timing of any distribution of benefits or withdrawal under the Plan;
to approve and ensure the repayment of any loan to a Participant under the
Plan; to resolve any claim for benefits in accordance with section 15.7; and to
appoint or employ advisors, including legal counsel to render advice with
respect to any of the Plan Administrator's responsibilities under the Plan.
Any construction, interpretation, or application of the Plan by the Plan
Administrator shall be final, conclusive, and binding. All actions by the Plan
Administrator shall be taken pursuant to uniform standards applied to all
persons similarly situated. The Plan Administrator shall have no power to add
to, subtract from, or modify any of the terms of the Plan, or to change or add
to any benefits provided by the Plan, or to waive or fail to apply any
requirements of eligibility for a benefit under the Plan.

          (b)  RECORDS AND REPORTS. The Plan Administrator shall be responsible
for maintaining sufficient records to reflect the Eligibility Computation
Periods in which an Employee is credited with one or more Years of Service
       
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<PAGE> 
for purposes of determining his eligibility to participate in the Plan, and the
Compensation of each Participant for purposes of determining the amount of
contributions that may be made by or on behalf of the Participant under the
Plan. The Plan Administrator shall be responsible for submitting all required
reports and notifications relating to the Plan to Participants or their
Beneficiaries, the Internal Revenue Service and the Department of Labor.

          (c)  Furnishing Trustee with Instructions.  The Plan Administrator
shall be responsible for furnishing the Trustee with written instructions
regarding all contributions to the Trust, all distributions to Participants in
accordance with ARTICLE 10 all withdrawals by Participants in accordance with
ARTICLE 12, all loans to Participants in accordance with ARTICLE 13 and all
purchases of life insurance in accordance with ARTICLE 14. In addition, the
Plan Administrator shall be responsible for furnishing the Trustee with any
further information respecting the Plan which the Trustee may request for the
performance of its duties or for the purpose of making any returns to the
Internal Revenue Service or Department of Labor as may be required of the
Trustee.

          (d)  Rules and Decisions.  The Plan Administrator may adopt such
rules as it deems necessary, desirable, or appropriate in the administration of
the Plan. All rules and decisions of the Plan Administrator shall be applied
uniformly and consistently to all Participants in similar circumstances. When
making a determination or calculation, the Plan Administrator shall be entitled
to rely upon information furnished by a Participant or Beneficiary, the
Employer, the legal counsel of the Employer, or the Trustee.

          (e)  Application and Forms for Benefits.  The Plan Administrator may
require a Participant or Beneficiary to complete and file with it an
application for a benefit, and to furnish all pertinent information requested
by it. The Plan Administrator may rely upon all such information so furnished
to it, including the Participant's or Beneficiary's current mailing address.

          (f)  Facility of Payment.  Whenever, in the Plan Administrator's
opinion, a person entitled to receive a payment of a benefit or installment
thereof is under a legal disability or is incapacitated in any way so as to be
unable to manage his financial affairs, it may direct the Trustee to make
payments to such person or to the legal representative or to a relative or
friend of such person for that person's benefit, or it may direct the Trustee
to apply the payment for the benefit of such person in such manner as it
considers advisable.

     15.3 ALLOCATION OF DUTIES AND RESPONSIBILITIES.  The Plan Administrator
may, by written instrument, allocate among its members or employees any of its
duties and responsibilities not already allocated under the Plan or may
designate persons other than members or employees to carry out any of the Plan
Administrator's duties and responsibilities under the Plan. Any such duties or
responsibilities thus allocated must be described in the written instrument. If
a person other than an Employee of the Employer is so designated, such person
must acknowledge in writing his acceptance of the duties and responsibilities
allocated to him.

     15.4 APPOINTMENT OF THE PLAN ADMINISTRATOR.  The Employer shall designate
in the Adoption Agreement the Plan Administrator who shall administer the
Employer's Plan. Such Plan Administrator may consist of an individual, a
committee of two or more individuals, whether or not, in either such case, the
individual or any of such individuals are Employees of the Employer, a
consulting firm or other independent agent, the Trustee (with its consent), or
the Employer itself. The Plan Administrator shall be charged with the full
power and the responsibility for administering the Plan in all its details. If
no Plan Administrator has been appointed by the Employer, or if the person
designated as Plan Administrator by the Employer is not serving as such for any
reason, the Employer shall be deemed to be the Plan Administrator of the Plan.
The Plan Administrator may be removed by the Employer, or may resign by giving
notice in writing to the Employer, and in the event of the removal,
resignation, or death, or other termination of service by the Plan
Administrator, the Employer shall, as soon as practicable, appoint a successor
Plan Administrator, such successor thereafter to have all of the rights,
privileges, duties, and obligations of the predecessor Plan Administrator.

     15.5 EXPENSES.  The Employer shall pay all expenses authorized and
incurred by the Plan Administrator in the administration of the Plan except to
the extent such expenses are paid from the Trust.

     15.6 LIABILITIES.  The Plan Administrator and each person to whom duties
and responsibilities have been allocated pursuant to section 15.3 may be
indemnified and held harmless by the Employer with respect to any alleged
breach of responsibilities performed or to be performed hereunder. The Employer
and each Affiliated Employer shall indemnify and hold harmless the Sponsor
against all claims, liabilities, fines, and penalties, and all expenses
reasonably incurred by or imposed upon him (including, but not limited to,
reasonable attorney's fees) which arise as a result of actions or failure to
act in connection with the operation and administration of the Plan.

     15.7 CLAIMS PROCEDURE.   
          
          (a)  Filing a Claim.  Any Participant or Beneficiary under the Plan
may file a written claim for a Plan benefit with the Plan Administrator or with
a person named by the Plan Administrator to receive claims under the Plan.

          (b)  Notice of Denial of Claim.  In the event of a denial or
limitation of any benefit or payment due to or requested by any Participant or
Beneficiary under the Plan ("claimant"), claimant shall be given a written
notification containing specific reasons for the denial or limitation of his
benefit. The written notification shall contain specific reference to the
pertinent Plan provisions on which the denial or limitation of his benefit is
based. In addition, it shall contain a description of any other material or
information necessary for the claimant to perfect a claim, and an explanation
of why such material or information is necessary. The notification shall
further provide appropriate information as to the steps to be taken if the
claimant wishes to submit his claim for review. This written notification shall
be given to a claimant within ninety (90)


                                       66


<PAGE> 
days after receipt of his claim by the Plan Administrator unless special
circumstances require an extension of time for processing the claim. If such an
extension of time for processing is required, written notice of the extension
shall be furnished to the claimant prior to the termination of said ninety (90)
day period, and such notice shall indicate the special circumstances which make
the postponement appropriate.
                                                                           
          (c)  Right of Review.    In the event of a denial or limitation of his
benefit, the claimant or his duly authorized representative shall be permitted
to review pertinent documents and to submit to the Plan Administrator issues and
comments in writing. In addition, the claimant or his duly authorized
representative may make a written request for a full and fair review of his
claim and its denial by the Plan Administrator; provided, however, that such
written request must be received by the Plan Administrator (or its delegate to
receive such requests) within sixty (60) days after receipt by the claimant of
written notification of the denial or limitation of the claim. The sixty (60)
day requirement may be waived by the Plan Administrator in appropriate cases.

          (d)  Decision on Review. A decision shall be rendered by the Plan
Administrator within sixty (60) days after the receipt of the request for
review, provided that where special circumstances require an extension of time
for processing the decision, it may be postponed on written notice to the
claimant (prior to the expiration of the initial sixty (60) day period) for an
additional sixty (60) days, but in no event shall the decision by rendered more
than one hundred twenty (120) days after the receipt of such request for
review. Any decision by the Plan Administrator shall be furnished to the
claimant in writing and shall set forth the specific reasons for the decision
and the specific Plan provisions on which the decision is based.  
     
          (e)  Court Action.  No Participant or Beneficiary shall have the
right to seek judicial review of a denial of benefits, or to bring any action
in any court to enforce a claim for benefits prior to filing a claim for
benefits or exhausting his rights to review under this section.

                                   ARTICLE 16
                       AMENDMENT, TERMINATION AND MERGER

     16.1 SPONSOR'S POWER TO AMEND.     The Sponsor may amend any part of the
Plan. For purposes of Sponsor's amendments, the mass submitted shall be
recognized as the agent of the Sponsor. If the Sponsor does not adopt the
amendments made by the mass submitted, it will no longer be identical to or a
minor modifier of the mass submitted plan.

     16.2 AMENDMENT BY ADOPTING EMPLOYER.

          (a)  The Employer may:

               (i)       change the choice of options in the Adoption Agreement;

               (ii)      add overriding language in the Adoption Agreement when
such language is necessary to satisfy section 415 or section 416 of the Code
because of the required aggregation of multiple plans; and

               (iii)     add certain model amendments published by the Internal
Revenue Service which specifically provide that their adoption will not cause
the Plan to be treated as individually designed.

          (b)  An Employer that amends the Plan for any other reason, including
a waiver of the minimum funding requirement under section 412(d) of the Code,
will no longer participate in this prototype plan and will be considered to
have an individually designed plan.

     16.3 VESTING UPON PLAN TERMINATION.     In the event of the termination or
partial termination of the Plan, the Account balance of each affected
Participant will be nonforfeitable.

     16.4 VESTING UPON COMPLETE DISCONTINUANCE OF CONTRIBUTIONS.    In the event
of a complete discontinuance of contributions under the Plan, the Account
balance of each affected Participant will be nonforfeitable.

     16.5 MAINTENANCE OF BENEFITS UPON MERGER.    In the event of a merger or
consolidation with, or transfer of assets to any other plan, each Participant
will receive a benefit immediately after such merger, consolidation or transfer
(if the Plan then terminated) which is at least equal to the benefit the
Participant was entitled to immediately before such merger, consolidation or
transfer (if the Plan had been terminated).

     16.6 SPECIAL AMENDMENTS.      The Employer may from time to time make any
amendment to the Plan that may be necessary to satisfy section 415 or 416 of
the Code. Any such amendment will be adopted by the Employer by completing
overriding Plan language in the Adoption Agreement. In the event of such an
agreement, the Employer must obtain a separate determination letter from the
Internal Revenue Service to continue reliance on the Plan's qualified status.

                                   ARTICLE 17
                                 MISCELLANEOUS

     17.1 EXCLUSIVE BENEFIT OF PARTICIPANTS AND BENEFICIARIES.   

          (a)  All assets of the Trust shall be retained for the exclusive
benefit of Participants and their Beneficiaries, and shall be used only to pay
benefits to such persons or to pay the fees and expenses of the Trust. The
assets of the Trust shall not revert to the benefit of the Employer, except as
otherwise specifically provided in section 17.1(b).

          (b)  To the extent permitted or required by ERISA and the Code,
contributions to the Trust under this Plan are subject to the following
conditions:

               (i)       If a contribution or any part thereof is made to the
Trust by the Employer under a mistake of fact, such contribution or part
thereof shall be returned to the Employer within one (1) year after the date
the contribution is made.



                                       67
<PAGE> 
               (ii) In the event the Plan is determined not to meet the initial
qualification requirements of section 401 of the Code, contributions made in
respect of any period for which such requirements are not met shall be returned
to the Employer within one (1) year after the Plan is determined not to meet
such requirements, but only if the application for the qualification is made by
the time prescribed by law for filing the Employer's return for the taxable
year in which the Plan is adopted, or such later date as the Secretary of the
Treasury may prescribe.

               (iii) Contributions to the Trust are specifically conditioned on
their deductibility under the Code and, to the extent a deduction is disallowed
for any such contribution, such amount shall be returned to the Employer within
one (1) year after the date of the disallowance of the deduction.

     17.2 NONGUARANTEE OF EMPLOYMENT.  Nothing contained in this Plan shall be
construed as a contract of employment between the Employer and any Employee, or
as a right of any Employee to be continued in the employment of the Employer,
or as a limitation of the right of the Employer to discharge any of its
Employees, with or without cause.

     17.3 RIGHTS TO TRUST ASSETS.  No Employee, Participant, or Beneficiary
shall have any right to, or interest in, any assets of the Trust upon
termination of employment or otherwise, except as provided under the Plan. All
payments of benefits under the Plan shall be made solely out of the assets of
the Trust.

     17.4 NONALIENATION OF BENEFITS.  No benefit or interest available
hereunder will be subject to assignment or alienation, either voluntarily or
involuntarily. The preceding sentence shall also apply to the creation,
assignment, or recognition of a right to any benefit payable with respect to a
Participant pursuant to a domestic relations order, unless such order is
determined to be a qualified domestic relations order, as defined in section
414(p) of the Code, or any domestic relations order entered before January 1,
1985.

     17.5 AGGREGATION RULES.
          
          (a)  Except as provided in ARTICLE 6, all Employees of the Employer
or any Affiliated Employer will be treated as employed by a single employer.

          (b)  If this Plan provides contributions or benefits for one or more
Owner-Employees who control both the business for which this Plan is
established and one or more other trades or businesses, this Plan and the plan
established for other trades or businesses must, when looked at as a single
plan, satisfy sections 401(a) and (d) of the Code for the Employees of this
and all other trades or businesses.

          (c)  If the Plan provides contributions or benefits for one or more
Owner-Employees who control one or more other trades or businesses, the
employees of the other trades or businesses must be included in a plan which
satisfies sections 401(a) and (d) of the Code and which provides contributions
and benefits not less favorable than provided for Owner-Employees under this
Plan.

          (d)  If an individual is covered as an Owner-Employee under the plans
of two or more trades or businesses which are not controlled and the individual
controls a trade or business, then the contributions or benefits of the
employees under the plan of the trades or businesses which are controlled must
be as favorable as those provided for him under the most favorable plan of the
trade or business which is not controlled.

          (e)  For purposes of paragraphs (b), (c) and (d), an Owner-Employee,
or two or more Owner-Employees, will be considered to control a trade or
business if the Owner-Employee, or two or more Owner-Employees together:

               (i)  own the entire interest in an unincorporated trade or
business; or
     
               (ii) in the case of a partnership, own more than fifty percent
(50%) of either the capital interest or the profits interest in the partnership.

          For purposes of the preceding sentence, an Owner-Employee, or two or
more Owner-Employees shall be treated as owning an interest in a partnership
which is owned, directly or indirectly, by a partnership which such
Owner-Employee, or such two or more Owner-Employees, are considered to control
within the meaning of the preceding sentence.

     17.6 FAILURE OF QUALIFICATION.  If the Employer's plan fails to attain or
retain qualification, such plan will no longer participate in this
master/prototype plan and will be considered an individually designed plan.

     17.7 APPLICABLE LAW.  Except to the extent otherwise required by ERISA, as
amended, this Plan shall be construed and enforced in accordance with the laws
of the state in which the Employer's principal place of business is located, as
specified in the Adoption Agreement.


                                       68
<PAGE> 

                             DETERMINATION LETTERS

                                       69
<PAGE> 
<TABLE>
<S>                                                                   <C>
INTERNAL REVENUE SERVICE                                              Department of the Treasury

Description: Prototype Standardized Profit Sharing Plan
50241605001 Case: 9012605  EIN: 74-1894784
01 Plan: 001  Letter Serial No: D248294a
                                                                      Washington D.C.  20224
     
                                                                      Person to Contact: Ms. Arrington
                           
     AIM DISTRIBUTORS, INC.                                           Telephone Number: (202) 566-4576

     ELEVEN GREENWAY PLAZA                                            Refer Reply to: E:EP:Q:ICU
     SUITE 1919                                                                         
     HOUSTON, TX   77046                                              Date:     07/10/90

</TABLE>

Dear Applicant:

In our opinion, the form of the plan identified above is acceptable under
section 401 of the Internal Revenue Code for use by employers for the benefit
of their employees. This opinion relates only to the acceptability of the form
of the plan under the Internal Revenue Code. It is not an opinion of the effect
of other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this plan.
You are also required to send a copy of the approved form of the plan, any
approved amendments and related documents to each Key District Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.

Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). An employer who adopts this plan will be considered to have a plan
qualified under Code section 401(a) provided all the terms of the plan are
followed, and the eligibility requirements and contribution or benefit
provisions are not more favorable for officers, owners, or highly compensated
employees than for other employees. Except as stated below, the Key District
Director will not issue a determination letter with regard to this plan.

Our opinion does not apply to the form of the plan for purposes of Code section
401(a)(16) if: (1) an employer ever maintained another qualified plan for one
or more employees who are covered by this plan, other than a specified paired
plan within the meaning of section 7 of Rev. Proc. 89-9, 1989-6 I.R.S. 14; or
(2) after December 31, 1985, the employer maintains a welfare benefit fund
defined in Code section 419(e), which provides postretirement medical benefits
allocated to separate accounts for key employees as defined in Code section
419A(d)(3). In such situations, the employer should request a determination as
to whether the plan, considered with all related qualified plans and, if
appropriate, welfare benefit funds, satisfies the requirements of Code section
401(a)(16) as to limitations on benefits and contributions in Code section 415.

The plan identified above is not a replacement plan as defined in section 3.10
of Rev. Proc. 89-9, 1989-6 I.R.S. 14. Therefore, an adopting employer may not
rely on this opinion letter to extend the remedial amendment period under
section 401(b) of the Code and regulations thereunder.

If you, the plan sponsor, have any questions concerning the IRS processing of
this case, please call the above telephone number. This number is only for use
of the plan sponsor. Individual participants and/or adopting employers with
questions concerning the plan should contact the plan sponsor. The plan's
adoption agreement must include the sponsor's address and telephone number for
inquiries by adopting employers.

If you write to the IRS regarding this plan, please provide your telephone
number and the most convenient time for us to call in case we need more
information. Whether you call or write, please refer to the Letter Serial
Number and File Folder Number shown in the heading of this letter.

You should keep this letter as a permanent record. Please notify us if you
modify or discontinue sponsorship of the plan.

                              Sincerely yours,

                              /s/ [ILLEGIBLE]
                              Chief, Employee Plans Qualifications Branch


<PAGE> 
<TABLE>
<S>                                                                   <C>
Internal Revenue Service                                              Department of the Treasury

Plan Description: Prototype Standardized Money Purchase Pension Plan
M: 50241605001-002  Case: 9812606  EIN: 74-1894784
BPD: 01  Plan: 802  Letter Serial No: D248295a

                                                                      Washington DC 20224
     
                                                                      Person to Contact: Ms. Arrington
     AIM DISTRIBUTORS INC
                                                                      Telephone Number: (202) 566-4576
     ELEVEN GREENWAY PLAZA
     SUITE 1919                                                       Refer Reply to: E:EP:Q:ICU
     HOUSTON, TX  77046       
                                                                      Date:     07/10/90
</TABLE>

Dear Applicant:

In our opinion, the form of the plan identified above is acceptable under
section 401 of the Internal Revenue Code for use by employers for the benefit
of their employees. This opinion relates only to the acceptability of the form
of the plan under the Internal Revenue Code. It is not an opinion of the effect
of other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this plan.
You are also required to send a copy of the approved form of the plan, any
approved amendments and related documents to each Key District Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.

Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). An employer who adopts this plan will be considered to have a plan
qualified under Code section 401(a) provided all the terms of the plan are
followed, and the eligibility requirements and contribution or benefit
provisions are not more favorable for officers, owners, or highly compensated
employees than for other employees. Except as stated below, the Key District
Director will not issue a determination letter with regard to this plan.

Our opinion does not apply to the form of the plan for purposes of Code section
401(a)(16). If: (1) an employer ever maintained another qualified plan for one
or more employees who are covered by this plan, other than a specified paired
plan within the meaning of section 7 of Rev. Proc. 89-9, 1989-6 I.R.S. 14; or
(2) after December 31, 1985, the employer maintains a welfare benefit fund
defined in Code section 419(e), which provides postretirement medical benefits
allocated to separate accounts for key employees as defined in Code section
419A(d)(3). In such situations, the employer should request a determination as
to whether the plan, considered with all related qualified plans and, if
appropriate, welfare benefit funds, satisfies the requirements of Code section
401(a)(16) as to limitations on benefits and contributions in Code section 415.

The plan identified above is not a replacement plan as defined in section 3.10
of Rev. Proc. 89-9, 1989-6 I.R.S. 14. Therefore, an adopting employer may not
rely on this opinion letter to extend the remedial amendment period under
section 401(b) of the Code and regulations thereunder.

If you, the plan sponsor, have any questions concerning the IRS processing of
this case, please call the above telephone number. This number is only for use
of the plan sponsor. Individual participants and/or adopting employers with
questions concerning the plan should contact the plan sponsor. The plan's
adoption agreement must include the sponsor's address and telephone number for
inquiries by adopting employers.

If you write to the IRS regarding this plan, please provide your telephone
number and the most convenient time for us to call in case we need more
information. Whether you call or write, please refer to the Letter Serial
Number and File Folder Number shown in the heading of this letter.

You should keep this letter as a permanent record. Please notify us if you
modify or discontinue sponsorship of this plan.

                              Sincerely yours,


                              /s/ [ILLEGIBLE]
                              Chief, Employee Plans Qualifications Branch
<PAGE> 
                                        
                                TRUST AGREEMENT
                                        
                                       70
<PAGE> 











                      PROTOTYPE DEFINED CONTRIBUTION TRUST












                                       71
<PAGE> 
                          INVESTMENT COMPANY INSTITUTE
                      PROTOTYPE DEFINED CONTRIBUTION TRUST


                               TABLE OF CONTENTS


ARTICLE                                                                 PAGE
- -------                                                                 ----

ARTICLE I            ACCOUNTS

                     1.1      Establishing Accounts                        4
                     1.2      Charges Against Accounts                     4
                     1.3      Prospectus to be Provided                    4

ARTICLE II          RECEIPT OF CONTRIBUTIONS                               4

ARTICLE III         INVESTMENT POWERS OF THE TRUSTEE

                    3.1       Investment of Account Assets                 4
                    3.2       Directed Investments                         5
                    3.3       General Investment Powers                    5
                    3.4       Investment in Combined Funds                 5
                    3.5       Other Powers of the Trustee                  6
                    3.6       General Powers                               6
                    3.7       Valuation of Trust                           6
                    3.8       Bonding                                      6
                    3.9       Duties not Assigned                          6

ARTICLE IV          DISTRIBUTIONS FROM A PARTICIPANT'S ACCOUNT             6

ARTICLE V           REPORTS OF THE TRUSTEE AND THE PLAN ADMINISTRATOR      7

ARTICLE VI          TRUSTEE'S FEES AND EXPENSES OF THE TRUST               7

ARTICLE VII         DUTIES OF THE EMPLOYER AND THE PLAN ADMINISTRATOR

                    7.1       Information and Data to be Furnished         7
                              the Trustee
                    7.2       Limitation of Duties                         7

ARTICLE VIII        LIABILITY OF THE TRUST

                    8.1       Trustee's Liability                          7

ARTICLE IX          DELEGATION OF POWERS

                    9.1       Delegation by the Trustee                    8
                    9.2       Delegation with Employer Approval            8

ARTICLE X           AMENDMENT                                              8

ARTICLE XI          RESIGNATION OR REMOVAL OF TRUSTEE                      8

ARTICLE XII         TERMINATION OF THE TRUST

                    12.1      Term of the Trust                            9
                    12.2      Termination by the Trustee                   9


                                       72

                    
       
<PAGE> 
ARTICLE XIII         MISCELLANEOUS                                        

                     13.1     No Diversion of Assets                       9
                     13.2     Notices                                      9
                     13.3     Multiple Trustees                            9
                     13.4     Conflict with Plan                           9
                     13.5     Applicable Law                               9
                     13.6     Returned Contributions                       9
                     13.7     General Undertaking                          9
                     13.8     Invalidity of Certain Provisions             9
                     13.9     Counterpart Originals                        9



                                       73
<PAGE> 
                                TRUST AGREEMENT

     The employer identified at the end of this Trust Agreement (the
"Employer") has established a prototype Money Purchase Pension and/ or Profit
Sharing Plan sponsored by the AIM Family of Funds (the "Plan") for the benefit
of Participants therein pursuant to section 401 of the Internal Revenue Code of
1986. As part of the Plan, the Employer has requested such person or persons
(individual, corporate, or other entity), as may be designated in the Adoption
Agreement, to serve as Trustee pursuant to the Trust established for the
investment of contributions under the Plan upon the terms and conditions set
forth in this Trust Agreement.

     Unless the context of this Trust Agreement clearly indicates otherwise,
the terms defined in ARTICLE 2 of the Plan entered into by the Employer, of
which this Trust Agreement forms a part, shall, when used herein, have the same
meaning as in the Plan.

                                   ARTICLE I

                                   ACCOUNTS

     1.1  ESTABLISHING ACCOUNTS.  The Trustee shall open and maintain a Trust
account for the Plan and, as part thereof, Participants' Accounts for such
individuals as the Plan Administrator shall, from time to time, give written
notice to the Trustee as being Participants in the Plan. The Trustee shall also
open and maintain such other subaccounts as may be appropriate or desirable to
aid in the administration of the Plan. Separate subaccounts shall be maintained
for each Participant and shall be credited with the contributions made by the
Employer and with forfeitures allocated to each such Participant pursuant to
the Plan (and all earnings thereon). If nondeductible voluntary contributions
by Participants are permitted by the Plan, the Trustee shall open and maintain
as a part of the Trust a separate subaccount for each Participant who makes
such nondeductible voluntary contributions, each such subaccount to be credited
with the Participant's voluntary contributions (and all earnings attributable
to such contributions). If trustee transfers or rollover contributions from
another qualified plan are received, the Trustee shall open and maintain a
separate rollover subaccount for each Participant, each such subaccount to be
credited with the Participant's trustee transfers or rollover contributions
(and all earnings attributable to such contributions).

     1.2  CHARGES AGAINST ACCOUNTS.  Upon receipt of written instructions from
the Plan Administrator, the Trustee shall charge the appropriate subaccount of
the Participant for any withdrawals or distributions made under the Plan and
any forfeiture, which may be required under the Plan, of unvested interests
attributable to Employer Contributions. The Plan Administrator will give
written instructions to the Trustee specifying the manner in which Employer
Contributions and any forfeiture of the nonvested portion of Accounts, as
allocated by the Plan Administrator in accordance with the provisions of the
Plan, are to be credited to the various Accounts maintained for Participants.

     1.3  PROSPECTUS TO BE PROVIDED.  The Plan Administrator shall ensure that
a Participant who makes a nondeductible voluntary contribution has previously
received or receives a copy of the then current prospectus relating to the
Shares. Delivery of such a nondeductible voluntary contribution, pursuant to
the provisions of the Plan by the Plan Administrator to the Trustee shall
entitle the Trustee to assume that the Participant has received such a
prospectus.

                                   ARTICLE II

                            RECEIPT OF CONTRIBUTIONS

     The Trustee shall accept and hold in the Trust contributions made by the
Employer and Participants under the Plan. The Plan Administrator shall give
written instructions to the Trustee specifying the Participants' Accounts to
which contributions are to be credited, the amount of each such credit which is
attributable to Employer Contributions, and the amount, if any, which is
attributable to the Participant's nondeductible voluntary contributions. If
written instructions are not received by the Trustee, or is such instructions
are received but are deemed by the Trustee to be unclear, upon notice to the
Employer and Plan Administrator, the Trustee may elect to hold all or part of
any such contribution in cash, without liability for rising security prices or
distributions made, pending receipt by it from the Plan Administrator of
written instructions or other clarification, or the Trustee may return the
contribution to the Employer. If any contributions or earnings are less than
any minimum which the then current prospectus for the Shares requires, the
Trustee may hold the specified portion of contributions or earnings in cash,
without interest, until such time as the proper amount has been contributed or
earned so that the investment in the Shares required under the Plan may be
made. All payments to the Trust shall be remitted in U.S. currency or other
property to the Trustee at the address specified by it. Any payments not in U.S.
currency may, in the sole discretion of the Trustee, be refused.

                                  ARTICLE III

                        INVESTMENT POWERS OF THE TRUSTEE

     3.1  INVESTMENT OF ACCOUNT ASSETS.  The Trustee shall invest the amount of
each contribution made hereunder and all earnings on the Trust in full and
fractional Shares in accordance with the current prospectus for such Shares, in
such amounts and proportions as shall from time to time be designated by the
Plan Administrator on forms provided by the Sponsor, and shall credit such
Shares to the Accounts of each Participant on whose behalf or by whom the
contributions are made and any forfeitures are allocated. All dividends and
capital gain distributions received on the Shares held by the Trustee in each
Account, shall, if received in cash, be reinvested in such Shares in accordance
with the current prospectus for such Shares and shall in any event be credited
to such Account. If any distribution on Shares may be received at the election
of the shareholder in additional Shares, the Trustee shall so elect. The Trustee


                                       74
<PAGE> 
shall deliver, or cause to be executed and delivered, to the Plan
Administrator, all notices, prospectuses, financial statements, proxies, and
proxy soliciting materials relating to Shares held hereunder. The Trustee shall
not vote any of the Shares held hereunder, except in accordance with the
written instructions of the Plan Administrator. If no such written instructions
are received, such Shares shall not be voted. The obligations of the Trustee
hereunder may be delegated by it as provided in Sections 9.1 and 9.2.

     The Trustee shall sell Shares and purchase Shares to accomplish any change
in investments desired by the Employer as indicated on any amended Adoption
Agreement or other instructions in accordance with the terms of the Plan.

     Notwithstanding the above, if periodic payments are being made to a
Participant pursuant to ARTICLE IV hereof, any dividends received on Shares held
in such Participant's Account, which dividends are invested at an offering price
which includes a sales charge, need not be invested in additional Shares but may
be held for distribution to the Participant in periodic payments. In such
instances, the Trustee may make any election necessary to receive any such
dividends in cash.

     3.2  DIRECTED INVESTMENTS. When so instructed by the Plan Administrator,
the Trustee shall invest all or any portion of the individual Account of any
Participant in accordance with the direction of the Employer or such
Participant in lieu of participation in the general assets of the Trust. Such
directed investments shall be accounted for separately for each Participant.
Except as otherwise provided herein, the Trustee shall not have any discretion,
and is specifically prohibited from exercising any control or discretion, with
respect to such directed investments. Each Participant who directs the
investment of his Account shall be solely and absolutely responsible for the
investment or reinvestment of all directed investment assets held on is behalf
in Trust, and, except as otherwise provided herein, the Trustee shall not
question any such direction, review any securities or other such assets, or make
suggestions with respect to the investment, retention or disposition of any such
assets; provided that:

          (a)  If any contributions are transmitted to otherwise received or
held as directed investment assets without investment directions from the
Participant, the Trustee shall retain such amounts in a noninterest-bearing
savings account in a federally insured institution for the benefit of the
Participant.

          (b)  The Trustee may establish such reasonable rules and regulations,
applied on a uniform basis to all Participants, with respect to the
requirements for, and the form and manner of, effectuating any transaction with
respect to directed investment assets including, without limitation, minimum
amounts, rules applicable to conversion of directed investments into general
assets of the  Trust, and appropriate adjustments (based on fair market values)
to Accounts to reflect any such conversion, as the Trustee shall determine to
be consistent with the purposes of the Plan. Any such rules and regulations
shall be binding upon all persons interested in the Trust.

          (c)  The Trustee may establish a procedure for the periodic review of
directed investment assets to determine, in light of the facts and
circumstances reasonably known to it, whether any actual or proposed investment
of such assets constitutes or would constitute a prohibited transaction as that
term is defined in sections 406-408 of ERISA and the corresponding provisions
of the Code. If the Trustee determines that any investment constitutes or would
constitute a prohibited transaction, the Trustee shall promptly communicate
this determination to the Plan Administrator, and shall recommend that the
investment be prevented or disposed of, as the case may be, and may recommend
any other action authorized or required by law, to prevent or remedy the
transaction.
                                                                         
          (d)  In accordance with and pursuant to uniform and nondiscriminatory
rules established under and in accordance with the Plan, the Trustee may deny
the Plan Administrator's application to allow a directed investment proposed by
a Participant.

          (e)  Notwithstanding anything herein to the contrary, in no event
shall the Trustee engage in any transaction that would be prohibited under
ERISA.

     3.3  GENERAL INVESTMENT POWERS. Subject to any investment limitations or
minimum requirements for investments in Shares imposed by the Sponsor, and
subject to investment instructions given by the Plan Administrator, the Trustee
shall be authorized and empowered to invest and reinvest all or any part of the
Trust in any property, real or personal or mixed, including, but not being
limited to, capital or common stock (whether voting or nonvoting or whether or
not currently paying a dividend), preferred or preference stock (whether voting
or nonvoting or whether or not paying a dividend), Shares of regulated
investment companies, convertible securities, corporate and governmental
obligations, leaseholds, ground rents, mortgages, and other interests in
realty, trust, and participation certificates, oil, mineral or gas properties,
royalty interests or rights, including equipment pertaining thereto, notes and
other evidences of indebtedness or ownership, secured or unsecured, contracts,
choses in action, and warrants, and other instruments entitling the owner
thereof to subscribe to or purchase any of the aforesaid. Subject to any
investment limitations or requirements imposed by the Sponsor relating to the
type of permissible investments in the Trust or the minimum percentage of Trust
assets to be invested in Shares, and subject to the provisions of ARTICLE VIII
hereof, in making and retaining such investments and reinvestments pursuant
hereto, the Trustee shall not be bound as to the character of any investments
by any statute, rule of court, or custom governing the investment of Trust
funds.

     3.4  INVESTMENT IN COMBINED FUNDS. If the Trustee is a banking
institution, subject to any investment limitations or minimum requirements for
investment in Shares imposed by the Sponsor, and subject to investment
instructions given by the Plan Administrator, it may, subject to the election
of the Sponsor or the Employer, cause funds



                                       75
<PAGE> 
of this Trust to be invested in its commingled funds for qualified employee
benefit plan trusts and such commingled funds are hereby adopted and made a
part of the Plan of which this Trust is a part, and any funds of this Trust
invested in any such commingled funds shall be subject to all the provisions
thereof, as the same may be amended from time to time.

     3.5  OTHER POWERS OF THE TRUSTEE. The Trustee is authorized and empowered
with respect to the Trust:

          (a)  Subject to any investment limitations or minimum requirements
for investment in Shares imposed by the Sponsor, and subject to investment
instructions given by the Plan Administrator, to sell, exchange, convey,
transfer, or otherwise dispose of, either at public or private sale, any
property, real or personal or mixed, at any time held by it, for such
consideration and on such terms and conditions as to credit or otherwise as
the Trustee may deem best.

          (b)  Subject to the provisions of section 3.1, to vote in person or
by proxy any stocks, bonds, or other securities held by it; to exercise any
options appurtenant to any stocks, bonds, or other securities, or to exercise
any rights to subscribe for additional stocks, bonds, or other securities, and
to make any and all necessary payments therefor, to join in, or to dissent
from, and to oppose, the reorganizations, consolidation, liquidation, sale, or
merger of corporations, or properties in which if may be interested as Trustee,
upon such terms and conditions as it may deem wise.

          (c)  To make, execute, acknowledge, and deliver any and all documents
of transfer and conveyance and any and all other instruments that may be
necessary or appropriate to carry out the powers herein granted.

          (d)  To register any investment held in the Trust in the name of the
Trust or in the name of a nominee, and to hold any investment in bearer form,
but the books and records of the Trustee shall at all times show that all such
investments are part of the Trust.

          (e)  To employ suitable agents and counsel (who may also be agents
and/or counsel for the Employer or the Sponsor) and to pay their reasonable
expenses and compensation.

          (f)  To borrow or raise monies for the purpose of the Trust from any
source and, for any sum so borrowed to issue its promissory note as Trustee and
to secure the repayment thereof by pledging all or any part of the Trust fund,
but nothing herein contained shall obligate the Trustee to render itself liable
individually for the amount of any such borrowing; and no person loaning money
to the Trustee shall be bound to see the application of money loaned or to
inquire into the validity or propriety of any such borrowing.

     Each and all of the foregoing powers may be exercised without a court
order or approval. No one dealing with the Trustee need inquire concerning the
validity or propriety of anything that is done or need see to the application
of any money paid or property transferred to or upon the order of the Trustee.

     3.6  GENERAL POWERS. The Trustee shall have all of the powers necessary or
desirable to do all acts, take all such proceedings, and exercise all such
rights and privileges, whether or not expressly authorized herein, which it may
deem necessary or proper for the administration and protection of the property
of the Trust and to accomplish any action provided for in the Plan.

     3.7  VALUATION OF TRUST. The Trustee, as of the Valuation  Date, and at
such other time or times as it determines, shall determine the net worth of the
assets of the Trust. In determining such net worth, the assets of the Trust
shall be evaluated at their fair market value and all expenses shall be
deducted. The Trustee may adopt such methods of valuation as it deems advisable.

     3.8  BONDING. Except to the extent otherwise required by law, the Trustee
shall not be required to obtain any bonds in connection with its duties
hereunder. The cost of any bond obtained may be charged as an expense of the
Trust, but if not so charged, shall be paid by the Employer.

     3.9  DUTIES NOT ASSIGNED. The duties of the Trustee with respect to the
Plan are limited to those assumed by the Trustee by the terms of this Trust. The
Trustee shall not be deemed, by virtue hereof, to be the administrator or
sponsor of the Plan, and shall not be responsible for filing reports, returns
or disclosures with any government agency except as may otherwise be required
by its duties as Trustee under applicable law.

                                   ARTICLE IV
                   DISTRIBUTIONS FROM A PARTICIPANT'S ACCOUNT

     Distributions from the Trust shall be made by the Trustee in accordance
with proper written directions of the Plan Administrator in accordance with the
provisions of section 15.2 of the Plan, and the Plan Administrator shall have
the sole responsibility for determining that the directions given conform to
provisions of the Plan and applicable law, including (without limitation)
responsibility for calculating the vested interests of the Participant, for
calculating the amounts payable to a Participant pursuant to ARTICLE 11 of the
Plan, and for determining the proper person to whom benefits are payable under
the Plan. Except to the extent otherwise provided in the Plan, the interest of
Participants and Beneficiaries in the Trust and in the net earnings and profits
thereof may not be assigned or used by a Participant or Beneficiary as
collateral for a loan and shall not be subject to garnishment, attachment, levy
or execution of any kind for the debts or defaults of the Trustee or of any
person, natural or legal, having interest in the Trust.

                                      76

<PAGE> 
                                   ARTICLE V
               REPORTS OF THE TRUSTEE AND THE PLAN ADMINISTRATOR

     The Trustee shall keep accurate and detailed records of all receipts,
investments, disbursements, and other transactions required to be performed
hereunder with respect to the Trust. The Trustee shall file with the Plan
Administrator a written report or reports reflecting the receipts,
disbursements, and other transactions effected by it with respect to the Trust
during such Plan Year and the assets and liabilities of the Trust at the close
of the Plan Year. Such report or reports shall be open to inspection by any
Participant for a period of one hundred eighty (180) days immediately following
the date on which it is filed with the Plan Administrator. Except as otherwise
prescribed by ERISA, upon the expiration of such one hundred eighty (180) day
period, the Trustee shall be forever released and discharged from all liability
and accountability to anyone with respect to its acts, transactions, duties,
obligations, or responsibilities as shown in or reflected by such report,
except with respect to any such acts or transactions as to which the Plan
Administrator shall have filed written objections with the Trustee within such
one hundred eighty (180) day period, and except for willful misconduct or lack
of good faith on the part of the Trustee.

                                   ARTICLE VI
                    TRUSTEE'S FEES AND EXPENSES OF THE TRUST

     The Trustee's fees for performing its duties hereunder shall be such 
reasonable amounts as shall be established by it from time to time. The Trustee
shall furnish the Employer with its current schedule of fees and shall give
written notice to the Employer whenever its fees are changed or revised. Such
fees, any taxes of any kind whatsoever which may be levied or assessed upon or
in respect of the Trust, to the extent incurred by the Trustee and any and all
reasonable expenses incurred by the Trustee in the performance of its duties,
including fees for legal services rendered to the Trustee, shall, unless paid by
the Employer, be paid from the Trust in the manner provided in the Plan.

     Unless paid by the Employer, all fees of the Trustee and taxes and other
expenses charged to a Participant's Account may be collected by the Trustee
from the amount of any contribution to be credited or distribution to be
charged to such Account or may be paid by redeeming or selling assets credited
to such Account.

                                 ARTICLE VII
               DUTIES OF THE EMPLOYER AND THE PLAN ADMINISTRATOR

     7.1  INFORMATION AND DATA TO BE FURNISHED THE TRUSTEE.  In addition to
making the contributions called for in ARTICLE II hereof, the Employer, through
the Plan Administrator, agrees to furnish the Trustee with such information and
data relative to the Plan as is necessary for the proper administration of the
Trust established hereunder.

     7.2  LIMITATION OF DUTIES.  Neither the Employer nor any of its officers,
directors, or partners, nor the Plan Administrator shall have any duties or
obligations with respect to this Trust Agreement, except those expressly set
forth herein and in the Plan.

                                  ARTICLE VIII
                             LIABILITY OF THE TRUST

     8.1  TRUSTEE'S LIABILITY

          (a)  The Employer shall indemnify and save the Trustee (including its
affiliates, representatives and agents) harmless from and against any
liability, cost or other expense, including, but not limited to, the payment of
attorneys' fees that the Trustee may incur in connection with this Trust
Agreement or the Plan unless such liability, cost or other expense (whether
direct or indirect) arises from the Trustee's own willful misconduct or gross
negligence. The Employer recognizes that a burden of litigation may be imposed
upon the Trustee as a result of some act or transaction for which it has no
responsibility or over which it has no control under this Trust Agreement.
Therefore, the Employer agrees to indemnify and hold harmless and, if
requested, defend the Trustee (including its affiliates, representatives and
agents) from any expenses (including counsel fees, liabilities, claims,
damages, actions, suits or other charges) incurred by the Trustee in
prosecuting or defending against any such litigation.

          (b)  The Trustee shall not be liable for, and the Employer will
indemnify and hold harmless the Trustee (including its affiliates,
representatives and agents) from and against all liability or expense
(including counsel fees) because of (i) any investment action taken or omitted
by the Trustee in accordance with any direction of the Employer or a
Participant, or investment inaction in the absence of directions from the
Employer or a Participant or (ii) any investment action taken by the Trustee
pursuant to an order to purchase or sell securities placed by the Employer or a
Participant directly with a broker, dealer or issuer. It is understood that
although, when the Trustee is subject to the direction of the Employer or a
Participant the Trustee will perform certain ministerial duties with respect to
the portion of the Fund subject to such direction (the "Directed Fund"), such
duties do not involve the exercise of any discretionary authority or other
authority to manage and control assets of the Directed Fund and will be
performed in the normal course of business by officers and employees of the
Trustee or its affiliates, representatives or agents who may be unfamiliar with
investment management. It is agreed that the Trustee is not undertaking any
duty or obligation, express or implied, to review, and will not be deemed to
have any knowledge of or responsibility with respect to, any transaction
involving the investment of the Directed Fund as a result of the performance of
its ministerial duties. Therefore, in the event that "knowledge" of the Trustee
shall be a prerequisite to imposing a duty upon or determining liability of the
Trustee under the Plan or this Trust or any law or regulation regulating the
conduct of the Trustee with 



                                       77






     
<PAGE> 
respect to the Directed Fund, as a result of any act or omission of the
Employer or any Participant, or as a result of any transaction engaged in by
any of them, then the receipt and processing of investment orders and other
documents relating to Plan assets by an officer or other employee of the
Trustee or its affiliates, representatives or agents engaged in the performance
of purely ministerial functions shall not constitutes "knowledge" of the
Trustee.

          (c)  Notwithstanding the foregoing provisions of this Trust
Agreement, the Trustee shall discharge its duties hereunder with the care,
skill, prudence and diligence under the circumstances then prevailing that a
prudent man acting in a like capacity and familiar with such matters would use
in the conduct of an enterprise of a like character and with like aims.  Any
investment selected by the Trustee without specific direction from the Employer
shall be selected to diversify the investments of the Trust fund so as to
minimize the risk of large losses, unless in the circumstances it is clearly
prudent not to do so.  The Trustee shall perform its duties in accordance with
this Trust Agreement insofar as this Trust Agreement is consistent with the
provisions of ERISA.  To the extent not prohibited by ERISA, the Trustee shall
not be responsible in any way for any action or omission of the Employer or the
Plan Administrator with respect to the performance of their duties and
obligations set forth in the Plan. To the extent not prohibited by ERISA, the
Trustee shall not be responsible for any action or omission of any of its
agents, or with respect to reliance upon advice of its counsel (whether or not
such counsel is also counsel to the Employer or to the Plan Administrator),
provided that such agents or counsel were prudently chosen by the Trustee and
that the Trustee relied in good faith upon the action of such agent or the
advice of such counsel.  The Trustee shall be indemnified and held harmless by
the Employer against liability or losses occurring by reason of any act or
omission of the Trustee under this Trust Agreement, unless such act or omission
is due to its own willful nonfeasance, malfeasance, or misfeasance or other
breach of duty under ERISA, to the extent that such indemnification does not
violate ERISA or any other federal or state laws.

                                   ARTICLE IX
                              DELEGATION OF POWERS
     
     9.1  DELEGATION BY THE TRUSTEE. With respect to Shares held by the Plan,
the Trustee hereby delegates to the custodian or other agent designated by the
Sponsor the functions designated in (a) through (d) hereunder, other than the
investment, management or control of the Trust assets.  With respect to assets
other than Shares, the Trustee may delegate in writing pursuant to a procedure
permitted and established by the Sponsor, to a person (individual, corporate,
or other entity) designated by the Sponsor as an agent or custodian, any of the
powers or functions of the Trustee hereunder other than the investment,
management or control of the Trust assets, including (without limitation):
          (a)  custodianship of all or any part of the assets of the Trust;
          (b)  maintaining and accounting for the Trust and for Participants
          and other Accounts as a part thereof;
          (c)  distribution of benefits as directed by the Plan Administrator;
          and
          (d)  Preparation of the annual report on the status of the Trust.
     The agent or custodian so appointed may act as agent for the Trustee,
without investment responsibility, for fees to be mutually agreed upon by the
Employer and the agent or custodian and paid in the same manner as Trustee's
fees.  The Trustee shall not be responsible for any act or omission of the
agent or custodian arising from any such delegation, except to the extent
provided in ARTICLE VIII.

     9.2  DELEGATION WITH EMPLOYER APPROVAL. The Trustee (whether or not a bank
or trust company) and the Employer may, by mutual agreement, arrange for the
delegation by the Trustee to the Plan Administrator or any agent of the
Employer of any powers of functions of the Trustee hereunder other than the
investment and custody of the Trust assets.  The Trustee shall not be
responsible for any act or omission of such person or persons arising from any
such delegation, except to the extent provided in ARTICLE VIII.

                                   ARTICLE X
                                   AMENDMENT

     As provided in section 16.1 of the Plan, and subject to the limitations
set forth herein, the prototype Adoption Agreement, Plan and Trust Agreement
may be amended at any time, in whole or in part, by the Sponsor.  The Trustee
hereby delegates authority to the Sponsor, and to any successor Sponsor, to so
amend the prototype Adoption Agreement, Plan and Trust Agreement and the
Trustee hereby agrees that it shall be deemed to have consented to any
amendment so made which does not increase the duties of the Trustee without its
consent.

                                   ARTICLE XI
                       RESIGNATION OR REMOVAL OF TRUSTEE

     The Trustee may resign at any time upon thirty (30) days notice in writing
to the Employer, and may be removed by the Sponsor or Employer at any time upon
thirty (30) days notice in writing to the Trustee.  Upon such resignation or
removal, the Sponsor or Employer shall appoint a successor Trustee or
Trustees.  Upon receipt by the Trustee of written acceptance of such
appointment by the successor Trustee, the Trustee shall transfer and pay over
to such successor the assets of the Trust and all records pertaining thereto,
provided that any successor Trustee shall agree not to dispose of any such
records without the Trustee's consent.  The successor Trustee shall be entitled
to rely upon all accounts, records, and other documents received by it from the
Trustee, and shall not incur any liability whatsoever for such reliance.  The
Trustee is authorized, however, to reserve such sum of money or property as it
may deem advisable

                                      78

<PAGE> 
for payment of all its fees, compensation, costs, and expenses, or for payment
of any other liabilities constituting a charge on or against the reasonable
assets of the Trust or on or against the Trustee, with any balance of such
reserve remaining after the payment of all such items to be paid over to the
successor Trustee.  Upon the assignment, transfer, and payment over of the
assets of the Trust, and obtaining a receipt thereof from the successor
Trustee, the Trustee shall be released and discharged from any and all claims,
demands, duties, and obligations arising out of the Trust and its management
thereof, excepting only claims based upon the Trustee's willful misconduct or
lack of good faith.  The successor Trustee shall hold the assets paid over to
it under terms similar to those of this Trust Agreement under a trust that will
qualify under section 401 of the Code.  If within thirty (30) days after the
Trustee's resignation or removal, the Employer or Sponsor has not appointed a
successor Trustee which has accepted such appointment, the Trustee may apply to
a court of competent jurisdiction for appointment or a successor or appoint
such successor itself.

                                  ARTICLE XII
                            TERMINATION OF THE TRUST

     12.1 TERM OF THE TRUST.  This Trust shall continue as to the Employer so
long as the Plan is in full force and effect.  If the Plan ceases to be in full
force and effect, this Trust shall thereupon terminate unless expressly
extended by the Employer.

                                  ARTICLE XIII
                                 MISCELLANEOUS

     13.1 NO DIVERSION OF ASSETS.  At no time shall it be possible for any part
of the assets of the Trust to be used for or diverted to purposes other than
for the exclusive benefit of Participants and their Beneficiaries or revert to
the Employer, except as specifically provided in the Plan or this Trust
Agreement.

     13.2 NOTICES.  Any notice from the Trustee to the Employer or from the
Employer to the Trustee provided for in the Plan and Trust shall be effective
if sent by first class mail to their respective last address of record.

     13.3 MULTIPLE TRUSTEES.  In the event that there shall be two (2) or more
of the Trustees serving hereunder, any action taken or decision made by any
such Trustee may be taken or made by a majority of them with the same effect as
if all had joined therein, if there be more than two (2), or unanimously if
there be two (2).

     13.4 CONFLICT WITH PLAN. In the event of any conflict between the
provisions of the Plan and those of this Trust Agreement, the Plan shall
prevail.

     13.5 APPLICABLE LAW.     Except to the extent otherwise required by ERISA,
as amended, this Trust Agreement shall be construed in accordance with the laws
of the state where the Trustee has its principal place of business.

     13.6 RETURNED CONTRIBUTIONS.  
          (a)  A contribution made by the Employer by a mistake of fact shall,
if the Administrator so directs, be returned to the Employer within one (1)
year after its repayment.  The Administrator shall, in its sole discretion,
determine whether the contribution was made by mistake of fact based upon such
evidence as it deems appropriate.
          (b)  A contribution made by the Employer that is conditioned on
deductibility under section 404 of the Code shall, to the extent such deduction
is disallowed, be returned to the Employer within one (1) year after the
disallowance, if the Administrator so directs.

     13.7 GENERAL UNDERTAKING.     All parties to this Trust and all persons
claiming any interest whatsoever hereunder agree to perform any and all acts
and execute any and all documents and papers which may be necessary or
desirable for the carrying out of the Trust or any of its provisions.

     13.8 INVALIDITY OF CERTAIN PROVISIONS.  If any provision of this Trust
shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof and the Trust shall be construed
and enforced as if such provisions had not been included.

     13.9 COUNTERPART ORIGINALS.   This Trust may be executed in one or more
counterpart originals.

     IN WITNESS WHEREOF, the Employer and the Trustee(s) have signed this Trust
effective as of the date specified in the Adoption Agreement.


                                             ----------------------------
Attest:                                           [NAME OF EMPLOYER]


          ------------------ BY: ---------------------
             Secretary              President

                                                       TRUSTEE(S)

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

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

                                      79
<PAGE> 
                                         -------------------------------------

              )
              ) SS
              )


    I,_______________________________________,  a notary public in and for the
jurisdiction above named, do hereby certify that _____________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

did personally appear before me and do acknowledge that they executed the
foregoing Trust as their free act and deed.

    Subscribed and sworn to before me this_____ day of ______________, 19____.



                                        -------------------------------------
                                                    Notary Public

My Commission 
Expires:
        --------------------
                            



                                       80






<PAGE> 

                                EMPLOYEE NOTICES

                                       81
<PAGE> 

SPD, Pension and Welfare Benefits Administration
Room N-5644
U.S. Department of Labor
200 Constitution Avenue N.W.
Washington, DC 20210

Re:

Dear Sir or Madam:

Enclosed is a copy of the _____________ Summary Plan Description.  This copy is
                           (Plan Name)
respectfully being submitted to Department of Labor in order to satisfy the
disclosure requirements of ERISA for Qualified Plans.

Should you have any questions, please feel free to contact me at your earliest
convenience.

Sincerely,




Plan Sponsor




                                       82
<PAGE> 
                                      MODEL
                            SUMMARY PLAN DESCRIPTION
                                     OF THE


                         -------------------------------
                            [INSERT NAME OF EMPLOYER)


                              PROFIT SHARING PLAN









Copyright 1990 Investment Company Institute March 1990



                                       83



<PAGE> 

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                                                                     Page
<S>  <C>                                                                              <C>
I.   INTRODUCTION ...........................................................         3

II.  DESCRIPTION OF PLAN BENEFITS AND REQUIREMENTS ..........................         3
    
     A.    Terms With Special Meanings ......................................         3
     B.    Participation ....................................................         4
     C.    Individual Accounts ..............................................         4
     D.    Contributions ....................................................         4
     E.    Allocations ......................................................         5
     F.    Vesting ..........................................................         7
     G.    Forfeitures ......................................................         8
     H.    Distributions of Benefits ........................................         8
     I.    Investment of Plan Assets ........................................         9
     J.    Withdrawals ......................................................        10
     K.    Loans ............................................................        10
     L.    Insurance ........................................................        10

III. CLAIMS PROCEDURE .......................................................        11

IV.  CHANGES TO THE PLAN ....................................................        11

V.   GENERAL INFORMATION ....................................................        11

VI.  NON-APPLICATION OF PBGC GUARANTEES .....................................        12
                               
VII. SPECIAL RIGHTS UNDER ERISA .............................................        12
</TABLE>


                                       84



<PAGE> 



                                      MODEL
                            SUMMARY PLAN DESCRIPTION
                                     OF THE
                         -------------------------------
                            (INSERT NAME OF EMPLOYER)
                               PROFIT SHARING PLAN

I.   INTRODUCTION        



     _____________________________[INSERT NAME OF EMPLOYER] (the "Employer") is
pleased to be able to provide you with the ____________________ [INSERT NAME OF
EMPLOYER] Profit Sharing Plan (the "Plan" or the "Profit Sharing Plan"). The
Plan is effective as of ________________________________[INSERT EFFECTIVE DATE].


          The Plan is a defined contribution plan, to which the Employer makes
contributions to an account held in your name. With this type of plan, the
retirement benefit you receive will depend on the investment performance of the
amounts that are in your account. The Plan is designed to provide retirement
income to employees who remain with the Employer until retirement and to those
who have a vested interest in their account when they terminate their employment
with the Employer.

          Only the main features of the Plan am explained in this Summary Plan
Description. Any questions which are not answered here should be referred to
_________________________________________________(INSERT NAME OF DEPARTMENT OR
PERSONNEL RESPONSIBLE FOR PARTICIPANT INFORMATION), if there is any
inconsistency between the Plan as described in this Summary Plan Description
and the Plan document itself, the terms of the Plan document will govern.
Copies of the Plan document and the Trust Agreement are available for your
inspection during regular working hours.

II.  DESCRIPTION OF PLAN BENEFITS AND REQUIREMENTS

     A.   TERMS-WITH SPECIAL MEANINGS
          Certain words and terms used in this Summary have special meanings.
          Many of these terms am defined in this section, while others are
          explained in the text of the Summary. To assist you in identifying
          these terms within the text; they are capitalized.
          1.   BENEFICIARY. Your designated Beneficiary is the person you name
               to receive your benefit distribution in the event of your death.
               If you are married, you will need written consent from your
               spouse to name someone other than your spouse as your 
               Beneficiary.

          2.   BREAK IN SERVICE. A Break in Service occurs if you complete
               less than 501 Hours of Service with the Employer during a Plan
               Year.
          3.   COMPENSATION. Compensation is the total compensation paid to you
               by the Employer during any portion of a Plan Year during which 
               you were a Plan Participant. If you an self employed, your
               Compensation is your earned income less your deductible
               contributions to any qualified retirement plans.
          4.   HOURS OF SERVICE. Each hour for which you are paid or entitled to
               be paid by the Employer. In addition, uncompensated authorized
               leaves of absence that do not exceed two years, military leave
               while your reemployment rights are protected by law, and absences
               from work for maternity or paternity reasons may be credited as
               Hours of Service for the purpose of determining whether you had a
               Break in Service.
          5.   PARTICIPANT. A Participant is an employee who has met the
               requirements for participating in this Plan, and whose account
               has been neither completely forfeited nor distributed.
          6.   PLAN YEAR. The Plan Year is the 12-month period ending on the
               date shown in section V of this Summary.
          7.   SPONSOR. The Sponsor is the organization which has made this Plan
               available to the Employer.
          8.   TRUST. The Trust is a fund maintained by the Trustee for the
               investment of Plan assets, including the amount in your account.
          9.   YEAR OF SERVICE. A Year of Service is the applicable 12-month
               period during which you complete 1,000 [INSERT NUMBER OF HOURS)
               or more Hours of Service. For eligibility purposes, the 
               applicable 12-month period Is your first year of employment or
               any Plan Year,


                                       85




<PAGE> 

               beginning after your hire date. For vesting purposes, the
               applicable 12-month period is the Plan Year.

     B.   PARTICIPATION 
          You will be eligible to participate in the Plan after you have met the
          following eligibility requirements:

[CHECK ALL APPLICABLE ITEMS]

X   You have reached age 21
- -

X   You have completed 1 Year (s) of Service.
- -
 
X   You are not a member of a collective bargaining unit.
- -
 
X   You are not a nonresident alien.
- -

          The first entry date, or date in which you can first participate in
the Plan if you meet these requirements, is _________________________ [INSERT
EFFECTIVE DATE). Thereafter, the entry date(s) will be January 1 & July 1 of
each year.

          Once you become a Participant, you will remain a Participant as long
as you do not incur a Break in Service. If you do incur a Break in Service, and
are later reemployed by the Employer, you will be reinstated as a Participant 
and any previous Hours of Service will be reinstated as of the date of your
reemployment.

    C.    INDIVIDUAL-ACCOUNTS

          A separate account will be maintained for you within the Plan. This
          account will be further divided into subaccounts, which will be
          credited with the different types of contributions that are described
          in the next section, the subaccounts that will be maintained for you
          are as follows:
          1.   PROFIT SHARING CONTRIBUTION SUBACCOUNT. This subaccount will be
               credited with your share of Employer Profit Sharing
               Contributions, forfeitures (if any), distributions from this
               subaccount, and the earnings and losses attributable to this
               subaccount. 
          2.   TRUSTEE TRANSFER AND ROLLOVER SUBACCOUNTS. These subaccounts will
               be credited with any rollover contributions or transfer
               contributions you may make to the Plan, any distributions from
               this subaccount, and the earnings and losses attributable to this
               subaccount. Include the following item if your plan permits
               voluntary employee contributions: 
          3.   NONDEDUCTIBLE VOLUNTARY CONTRIBUTION SUBACCOUNT. This subaccount
               will be credited with your Voluntary Employee Contributions, any
               distributions from this subaccount, and the earnings and losses
               attributable to this subaccount.

    D.    CONTRIBUTIONS

    X      1.   EMPLOYER PROFIT SHARING CONTRIBUTIONS. The Employer will make
    -          Profit Sharing Contributions to the Plan each Plan Year in
               accordance with the following contribution formula:

               [CHECK ONE OF THE FOLLOWING]:

               X   Contributions will be made in an amount to be determined
                   each year by the Employer.

               _   Contributions will be made in an amount equal to ___________
                   INSERT CONTRIBUTION PERCENTAGE] of each Participant's
                   Compensation, plus any discretionary amount the Employer may
                   choose to contribute.

          2.   ROLLOVER CONTRIBUTIONS AND DIRECT TRANSFERS. If you have
               participated in other pension or profit sharing plans, you will
               be permitted to make a rollover contribution to the Plan of
               certain amounts you may receive from those other plans. You will
               also be permitted, with the approval of


                                       86



<PAGE> 



                   
                   the Plan Administrator, to authorize a direct transfer to the
                   Plan of amounts that are attributable to your participation
                   in other pension or profit sharing plans. 
                   CHECK THE FOLLOWING ITEM IF YOUR PLAN PERMITS VOLUNTARY 
                   EMPLOYEE CONTRIBUTIONS:

          3.       VOLUNTARY EMPLOYEE CONTRIBUTIONS. To increase your
                   retirement benefits from this Plan, you may choose to make
                   voluntary contributions to the Plan of up to NA [INSERT
                   MAXIMUM VOLUNTARY EMPLOYEE CONTRIBUTION PERCENTAGE] of your
                   compensation. Such contributions will not be permitted,
                   however, for Plan Years beginning after __________ [THE PLAN
                   YEAR IN WHICH THE PLAN IS ADOPTED]. The minimum contribution
                   you must make if you choose to make a voluntary,contribution
                   is as follows: 
                         [CHECK ONE OF THE FOLLOWING ITEMS]:

                   ___   The minimum voluntary contribution is __________[INSERT
                         MINIMUM VOLUNTARY CONTRIBUTION PERCENTAGE] of your
                         Compensation.

                    X    There is no minimum voluntary contribution.

 E.      ALLOCATIONS.
         ELIGIBILITY FOR ALLOCATIONS. Each Plan Year the Employer may make a
Profit Sharing Contribution to the Plan in accordance with the formula
described in the previous section . If the Employer chooses to make a Profit
Sharing Contribution for a year, your account will be allocated a share of
that contribution. If you are an employee as of the last day of the Plan Year.

 X       Unless you terminate your employment during the Plan year with not more
 -       than 500 Hours of Service. (You will receive an allocation, however, if
         you die, retire or become disabled during the Plan Year).

Under some circumstances, special minimum allocation rules may result in your
receiving an allocation even if you do not meet any of the requirements set
forth above.


         AMOUNT OF ALLOCATION. If you are eligible, your account will be 
credited with a portion of the Profit Sharing Contribution (and any
forfeitures) as follows:

[CHECK ONE OF THE FOLLOWING ITEMS]:

X    *   Your account will be credited with a portion of the Profit Sharing
- -        Contribution that is equal to the ratio of your Compensation to the
         Compensation of all Participants for such year.
                                                 
         For example, if your Compensation for a Plan Year was $10,000 and the
         total Compensation of all Participants was $100,000, your account would
         be credited with $10,000/$100,000 = 1/10 of the total contribution made
         by the Employer for that Plan Year. 
         [CHOOSE IF YOUR PLAN IS INTEGRATED WITH SOCIAL SECURITY AND YOU HAVE
         NOT ADOPTED THE MONEY PURCHASE PENSION PLAN)

__   *   Profit Sharing Contributions WILL be allocated to eligible Participants
         in four steps as follows: 

         Step One: Your account will be credited with a portion of the Profit
         Sharing Contribution that is equal to the ratio of your Compensation to
         the Compensation of all Participants for such year, but only up to a
         maximum of three percent of each Participant's Compensation. 

         Step Two: Your account will be credited with a portion of the balance
         of the Profit Sharing Contribution (after the allocation in Step One)
         that is equal to the ratio of your Compensation in excess of the Plan's
         Integration Level to the Compensation in excess of the Plan's
         Integration Level of all Participants for such year, but only up to a
         maximum of three percent of any Participant's Compensation in excess of
         the Plan's Integration Level.

         For example, if the Plan's Integration Level were $51,300 and your
         Compensation were $61,300, your Compensation in excess of the
         Integration Level would be $10,000. If the total Compensation in excess
         of the Integration Level of all Participants were $70,000, your account
         would be credited with $10,000/$70,000 = 1/7 of the total allocation
         made under Step Two (but only up to a maximum of three percent of your
         Compensation in excess of the Plan's Integration Level, or $300). 

                                       87





<PAGE> 



         Step Three: Your account will be credited with a portion of the balance
         of the Profit Sharing Contribution (after the allocations in Step One
         and Step Two) that is equal to the ratio that the sum of your
         Compensation plus your Compensation in excess of the Plan's Integration
         Level bears to the sum of all Participants' Compensation plus their
         Compensation in excess of the Plan's Integration Level for such year,
         up to a maximum of the Maximum Profit Sharing Disparity Rate.

         The Maximum Profit Sharing Disparity Rate is 2.7 percent if the
         Integration Level equals the annual earnings subject to Social Security
         (FICA) tax (the taxable wage base). If the Integration Level is lower
         (see below), then the Maximum Profit Sharing Disparity Rate is
         determined by the following formula:

         If the Integration is:

<TABLE>
<CAPTION>
                                                                               The Applicable
             More Than                  But Not More Than                      Percentage Is:
             ---------                  -----------------                      --------------
             <S>                        <C>                                       <C> 
             $0                         X */                                      2.7%
                                          -
             X of TWB                   80% of TWB                                1.3%

             80% of TWB                 Y **/                                     2.4%
                                          --
</TABLE>

*/             X = the greater of $10,000 or 20% of the Taxable Wage Base. 
- -                              

**/            Y = any amount more than 80% of the Taxable Wage Base but less 
- --        than 100% of the Taxable Wage Base.



"TWB" means the Taxable Wage Base.

For example, if the Maximum Profit Sharing Disparity Rate is 2.7 percent, your
Compensation is $61,300, the Plan's Integration Level is $51,300, the total
Compensation of all Participants is $700,000 and the Compensation of all
Participants that is in excess of the Plan's Integration Level is $70,000, then
the ratio applied under Step Three would be:

(61,300 + 10,000)/(700,000 + 70,000) - 9.25%

However, this exceeds the Maximum Profit Sharing Disparity Rate, so 2.7 percent
is applicable instead, and your account would receive 2.7% of the Employer
contribution under this step.

STEP FOUR: Your account will be credited with a portion of the balance of the
Profit Sharing Contribution (after the allocations in Step One, Step Two and
Step Three) that is equal to the ratio of your Compensation to the Compensation
of all Participants for such year.

[CHOOSE IF YOUR PLAN IS INTEGRATED WITH SOCIAL SECURITY AND YOU HAVE ADOPTED THE
MONEY PURCHASE PENSION PLAN]:

__ Profit Sharing Contributions will be allocated to eligible Participants in 
   two steps as follows:

STEP ONE: Your account will be credited with a portion of the Profit Sharing
Contribution that is equal to the ratio that the sum of your Compensation plus
your Compensation in excess of the Plan's Integration Level bears to the sum of
all Participants' Compensation plus their Compensation in excess of the Plan's
Integration level for such year, up to a maximum that does not exceed the lesser
of two amounts. The first is the percentage determined by dividing the
allocation by your Compensation up to the Plan's Integration Level. The second
is the Maximum Disparity Rate. 

The Maximum Disparity Rate is 5.7 percent if the Integration Level equals the
annual earnings subject to Social Security (FICA) tax (the taxable wage base).
If the Integration Level is lower (see below), then the Maximum Disparity Rate
is determined by the following formula:

If the Integration is: 

<TABLE>
<CAPTION>
                                                  The Applicable
     More Than      But Not More Than             Percentage Is:
     ---------      -----------------             --------------
     
     <S>            <C>                             <C> 
     $0             X*/                             5.7%
                     -
</TABLE>
  


                                       88
<PAGE> 



           X Of TWB            80% of TWB                             4.3% 
           80% of TWB          Y **/                                  5.4%
           */                  X - the greater of $ 10,000 or 20% of the Taxable
           -                   Wage Base.

           **/                 Y - any amount more than 80% of the Taxable Wage
           --                  Base but less than 100% of the Taxable Wage 
                               Base.
                            

           "TWB" means the Taxable Wage Base.

           For example, if the Maximum Disparity Rate is 5.7 percent, your
           Compensation is $61,300, the Plan's Integration Level is $51,300, the
           total Compensation of all Participants is $700,000 and the
           Compensation of all Participants that is in excess of the Plan's
           Integration Level is $70,000, then the ratio applied under Step One
           would be.

           (61,300 + 10,000)/(700,000 + 70,000) = 9.25%

           However, this exceeds the Maximum Disparity Rate, so 5.7 percent is
           applicable instead. (This assumes the allocation as a percentage of
           your Compensation up to the Plan's Integration Level would exceed 5.7
           percent). 

           Step Two: Your account will be credited with a portion of the balance
           of the Profit Sharing Contribution (after the allocation in Step One)
           that is equal to the ratio of your Compensation to the Compensation
           of all Participants for such year.

The Plan's Integration Level is equal to:

[CHECK ONE OF THE FOLLOWING ITEMS)

 __  The taxable wage base, which is the annual earnings subject to Social
     Security (FICA) tax.

 __  A dollar amount equal to $__________________________[INSERT DOLLAR AMOUNT].

 __  A percentage of the taxable wage base equal to ___% of the annual earnings
     subject to Social Security (FICA) tax.

Under some circumstances, special minimum allocation rules may result in your
receiving a larger allocation than you normally would. The amount that can be
allocated to your Account in any Plan Year, including forfeitures (if any), is
limited by rules applying to all qualified plans.

     F. VESTING. 
     
     Vesting refers to the nonforfeitable interest you have in each of your
     subaccounts. In other words, your vested interest in your account is the
     amount you will receive when your account is distributed to you.

          You will always have a 100 percent vested and nonforfeitable interest
          in the amounts you have in your:

__   *    Trustee Transfer and Rollover Subaccounts.

(CHECK THE FOLLOWING ITEM ONLY IF YOUR PLAN PERMITS VOLUNTARY EMPLOYEE
CONTRIBUTIONS]:

__   *    Nondeductible Voluntary Contribution Subaccount.

          You will earn a vested interest in your Profit Sharing Contribution
          Subaccount in accordance with the following:

[CHECK ONE OF THE FOLLOWING ITEMS]:

__   *    You will always have a 100 percent vested and nonforfeitable interest
          in your Profit Sharing Contribution Subaccount.


                                       89



<PAGE> 


__   *    You will have a 100 percent vested and nonforfeitable interest
          in your Profit Sharing Contribution Subaccount in the event of any of
          the following:
          *     You reach your Normal Retirement Age or Early Retirement Date.
          *     You die or become disabled.

Otherwise, you will earn a vested interest in your Profit Sharing Contribution
Subaccount in accordance with the following schedule:

[CHECK ONE OF THE FOLLOWING ITEMS]:

<TABLE>
<CAPTION>
__   *     YEARS 0F SERVICE                   VESTED PERCENTAGE
           ----------------                   -----------------
            <S>                                    <C> 
            1 year                                  0%
            2 years                                20%
            3 years                                40%
            4 years                                60%
            5 years                                80%
            6 or more years                        100%
</TABLE>


          For example, if you are employed for six years, you will be entitled
          to the entire amount in your Profit Sharing Contribution Subaccount.
          However, if you terminate employment with the Employer after only four
          years, even though you return to employment with the Employer six
          years later, you will be entitled to receive only 60 percent of that
          amount.

__   *    You will be 100 percent vested after three years of service. If you
          terminate employment prior to three years you will not have any vested
          interest in your Profit Sharing Contribution Subaccount. 

     G.   FORFEITURES.

          [CHECK ONE OF THE FOLLOWING ITEMS]:

__   *    You have a 100 percent vested and nonforfeitable interest in the
          amounts in your account at all times. Your account therefore will not
          be subject to forfeitures.

__   *    Forfeitures occur when you terminate employment before becoming fully
          vested in your account, as explained in the section on "Vesting."
          Effective for the first Plan Year beginning after 1984, any portion of
          your Account that is not vested will be forfeited as of the last day
          of the Plan Year in which your fifth consecutive Break in Service
          occurs. Forfeited amounts will not be reinstated, even if you return
          to service with the Employer. Such forfeitures will be allocated among
          the Accounts of other Participants in the same manner as Profit
          Sharing Contributions.

     H.   DISTRIBUTION OF BENEFITS.

          1.   ELIGIBILITY FOR DISTRIBUTION. You will be entitled to receive a
               distribution of the vested amounts in your account upon
               occurrence of any of the following:

     *    Your termination of employment with the Employer for any reason. 
     *    Your total and permanent disability. 
     *    Your death. 
     *    Termination of the Plan. 
     *    Your attainment of normal retirement age, which is:

          [CHECK ONE OF THE FOLLOWING ITEMS),

          X     *     Age 65
          -

          __    *     Age _____ [INSERT NORMAL RETIREMENT AGE] or the___________
                      INSERT ANNIVERSARY DATE) of the day you commenced
                      participation in the plan.

          (CHECK THE FOLLOWING ITEM IF YOUR PLAN PERMITS EARLY RETIREMENT):


                                       90




<PAGE> 

          __    *     If you elect Early Retirement, attainment of your Early
                      Retirement Date, which is the first day of the month
                      coincident with or next following the date you reach age
                      ____________________INSERT EARLY RETIREMENT AGE] and 
                      complete __________ INSERT NUMBER OF YEARS] Years of 
                      Service.

          2.    TIMING OF DISTRIBUTION. You will begin receiving benefit 
                distributions in accordance with the following;

     *    Generally, benefit distributions will commence not later than 60 days
          after the end of the Plan Year in which you become eligible to receive
          benefits.

     *    In the event of your death, your spouse, if you are married, will
          generally be entitled to receive your benefit distribution. If you are
          unmarried, or if your spouse has given written consent, your
          designated Beneficiary will receive your benefit distribution, If you
          have no spouse or designated Beneficiary, your benefit distribution
          will go to your estate.

     *    If you so elect, you may defer commencement of the distribution of
          your benefit beyond the date you first become eligible to receive that
          distribution, to a date which you may specify. The date you specify
          must not be later than the April 1 following the close of your taxable
          year in which you attain age 70-1/2.

     *    If you attained age 70-1/2 before January 1, 1988, special rules apply
          to your distributions.

If you wish to receive benefit distributions before attaining age 59-1/2, you
may be subject to a penalty tax, and you must notify the Plan Administrator in
writing that you am aware of the consequences of this tax.

                   3.    FORM OF DISTRIBUTION. Your benefit will automatically 
be distributed or a lump sum payment of cash, or a lump sum payment that
includes an in-kind distribution of all mutual fund shares credited to your
account.

     I.  INVESTMENT OF PLAN ASSETS

         All contributions made to the Plan are kept in the Trust. A separate
account including all of the subaccounts described in the section on
"Participant Accounts," is maintained for you within that Trust. The assets of
the Trust are invested as follows:                              

[CHECK ONE OF THE FOLLOWING ITEMS]:

X    *   You must direct the Plan Administrator to invest the amounts in all of
- -        your subaccounts in specified investments offered by the Sponsor.

__   *   _____________________ (INSERT PERCENTAGE) of the assets of the Trust
         are invested in shares or other investments offered by the Sponsor. The
         remaining assets are invested in such other investments as are
         acceptable to the Trustee.

__   *   You ___ [INSERT "MAY" OR "MUST"] direct the Plan Administrator to 
         invest the amounts in the following subaccount in specified investments
         offered by the Sponsor:

[CHECK ONE OR MORE OF THE FOLLOWING ITEMS]:

         __   *    The amounts in your Nondeductible Voluntary Contribution 
                   Subaccount. 

         __   *    The amounts in your Profit Sharing Contribution Subaccount. 

         __   *    The amounts in your Trustee Transfer and Rollover
                   Subaccounts.

[CHECK THE FOLLOWING ITEM IF YOUR PLAN PERMITS WITHDRAWALS]:

     J.   WITHDRAWALS
          You may make the following types of withdrawals from your account:

                                       91



<PAGE> 


(CHECK ALL APPLICABLE ITEMS]

__   *   If you have made Voluntary Employee Contributions to the Plan, you will
         be permitted to withdraw the amounts in your Nondeductible Voluntary
         Contribution Subaccount. If you are married, your spouse must consent
         to the withdrawal. 

__   *   In the event of an imminent and heavy financial need due to the
         purchase or renovation of a primary residence, the educational, medical
         or personal expenses of you or a member of your immediate family, or
         other hardship, you will be permitted to make a hardship withdrawal of
         amounts credited to your Profit Sharing Contribution Subaccount. 

         All hardship withdrawals are subject to approval by the Plan
         Administrator. Such withdrawals can only be made after prior
         withdrawal of all amounts in your Nondeductible Voluntary Contribution
         Subaccount, and after exhausting all other reasonable sources of
         funds. If you are married, your spouse must consent to any withdrawals.


(CHECK THE FOLLOWING ITEM IF PLAN LOANS ARE PERMITTED):

__   K.  LOANS.
         This Plan contains provisions that permit you to borrow (with the
consent of your spouse) from the Plan part of your vested interest in your
account. Such a loan will not be made, however, if the total of all outstanding
loans to you from all pension and profit sharing plans of the Employer exceed
the lesser of $50,000 (taking into account the highest principal balance of any
loan outstanding at any time during the preceding 12 months) or one-half of the
value of your vested interest in your account.

         The Plan Administrator will set the terms of all loans. The maximum
payment term for any loan will generally be five years. The interest rate will
be determined by the Plan Administrator. Your account will be security for the
loan.

[CHECK THE FOLLOWING ITEM IF YOUR PLAN PERMITS PARTICIPANTS TO PURCHASE LIFE 
INSURANCE]:

__   L.  INSURANCE.
         The Plan contains provisions permitting you to designate a portion of
the amounts in your Profit Sharing Contribution Subaccount to purchase life
insurance. The portion of your Profit Sharing Contribution Subaccount which may
be used to purchase life insurance is equal to____________________ [INSERT 
PERCENTAGE] of that subaccount.

III.     CLAIMS PROCEDURE

         You or your Beneficiary may file a written claim for benefits under
this Plan with the Plan Administrator at any time. If your claim is denied to
any extent by the Plan Administrator, a written notification must be sent to you
within 90 days. If you choose to appeal the decision, a request for review must
be made in writing to the Plan Administrator within 60 days of receipt of
written notification of the denial. Within 60 days after the appeal is filed, or
within 120 days, if there are special circumstances involved, the Plan
Administrator will issue a written decision.

IV.      CHANGES TO THE PLAN

     A.  AMENDMENT OF THE PLAN
         The Employer, together with the Sponsor, reserves the right to amend
the Plan at any time. You will be kept informed of any material amendments to
the Plan by updates to this Summary Plan Description.

     B.  TERMINATION OF THE PLAN
         The Employer intends to continue this Plan indefinitely. However, the
Employer reserves the right to terminate the Plan at any time. if a termination
takes place, or If the Employer discontinues making contributions to the Plan,
you WILL have a 100 percent vested and nonforfeitable interest in all of the
amounts in your account. These amounts may be distributed to you at that time,
or may be distributed in accordance with the benefit distribution rules.

     C.  MERGER, CONSOLIDATION OR TRANSFER OF THE PLAN    
         In the event of the merger, consolidation or transfer of assets or
liabilities of the Plan to any other plan, your benefits will not be decreased
from what they would have been prior to such an event.

V.   GENERAL INFORMATION


                                       92



<PAGE> 



Name of Plan:            ______________________________________________________
                         [INSERT NAME OF EMPLOYER] Profit Sharing Plan

Employer:                ______________________________________________________

                         ______________________________________________________
                         [INSERT NAME, ADDRESS AND TELEPHONE NUMBER OF EMPLOYER)

Type of Plan:            Profit Sharing Plan
                            
Type of Administration:  Trusteed
                         
Employer's Fiscal Year:   ______________________________________________________
                            
Plan Year End:            ______________________________________________________
                            
Plan Administrator:       ______________________________________________________
                          [INSERT NAME, ADDRESS AND TELEPHONE NUMBER OF PLAN 
                          ADMINISTRATOR]
                            
Trustees:                 ______________________________________________________

                          ______________________________________________________
                          [INSERT NAME, TITLE, ADDRESS AND PHONE NUMBER OF 
                          PRINCIPAL PLACE OF EACH TRUSTEE]

                            
Agent for Service of Legal
Process:                  ______________________________________________________
                          [INSERT NAME AND ADDRESS OF PERSON DESIGNATED AS AGENT
                          FOR SERVICE OF LEGAL PROCESS)
                            
Employer Identification # ______________________________________________________
                            

Plan Number:              ______________________________________________________

Also, a complete list of the employers and employee organizations sponsoring the
Plan may be obtained by participants and beneficiaries upon written request to
the Plan administrator, and is available for examination by participants and
beneficiaries, as required by Labor Reg. Section 1.2520.104-bl and Section
2520.104b-30.

VI.  NON-APPLICATION OF PBGC GUARANTEES

     Because this Plan is a defined contribution plan, the benefits you will
receive are exempt from and not insured by the Pension Benefit Guaranty
Corporation.

VII. SPECIAL RIGHTS UNDER ERISA

     As a participant in the [INSERT NAME OF EMPLOYER] Profit Sharing Plan, you
are entitled to certain rights and protections under the Employee Retirement
Income Security Act of 1974 (ERISA). ERISA provides that all Plan Participants
shall be entitled to:

     *   Examine, without charge, at the Plan Administrator's office and at 
         other specified locations, all Plan documents, including insurance
         contracts, affecting the individual making the request, and copies of
         all documents filed by the Plan with the U.S. Department of Labor,
         such as annual reports and Plan descriptions.

     *   Obtain copies of all Plan documents and other Plan information upon
         written request to the Plan Administrator. The Plan Administrator may
         make a reasonable charge for the copies.

                                       93



<PAGE> 



     *     Receive a summary of the Plan's annual financial report. The Plan
           Administrator is required by law to furnish each Participant with a
           copy of this summary annual report.

     *     obtain a statement of the total value of your account under the Plan
           and your vested (nonforfeitable) portion of this account. This
           statement must be requested in writing and is not required to be
           given more than once a year, The Plan will provide the statement free
           of charge.


           In addition to creating rights for Plan Participants, ERISA imposes
duties upon the people who are responsible for the operation of the Plan. These
people who operate your plan, called "fiduciaries" of the Plan, have a duty to
do so prudently and in the interest of you and other Plan Participants and
Beneficiaries. No one, including your Employer, or any other person, may fire
you or otherwise discriminate against you in any way to prevent you from
obtaining a benefit under this Plan or exercising your rights under ERISA. If
your claim for a benefit is denied in whole or in part you must receive a
written explanation of the reason for the denial. You have the right to have
the Plan review and reconsider your claim.


           Under ERISA, there are steps you can take to enforce the above
rights. For instance, if you request materials from the Plan and do not receive
them within 30 days, you may file suit in a federal court. In such a case, the
court may require the Plan Administrator to provide the materials and pay you up
to $100 a day until you receive the materials unless the materials were not sent
because of reasons beyond the control of the Plan Administrator. If you have a
claim for benefits which is denied or ignored in whole or in part, you may file
suit in a state or federal court. If it should happen that Plan fiduciaries
misuse the Plan's money, or if you are discriminated against for asserting your
rights, you may seek assistance from the U.S. Department of Labor, or you may
file suit in a federal court. The court will decide who should pay court costs
and legal fees. If you lose, the court may order you to pay these costs and
fees, for example, if it finds your claim is frivolous. if you have any
questions about your Plan, you should contact the Plan Administrator. If you
have any questions about this statement or about your rights under ERISA, you
should contact the nearest Area Office of the U.S. Labor-Management Services
Administration, Department of Labor.

                                       94


<PAGE> 


                                      MODEL
                            SUMMARY PLAN DESCRIPTION
                                     OF THE
                         --------------------------------
                            [INSERT NAME OF EXPLOYER1

                           MONEY PURCHASE PENSION PLAN










Copyright 1990 Investment Company Institute March 1990

                                       95




<PAGE> 

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                   Page
<S>                                                                                <C>
I. INTRODUCTION .............................................................        3

II.  DESCRIPTION OF PLAN BENEFITS AND REQUIREMENTS ..........................        3

     A. Terms With Special Meanings .........................................        3
     B. Participation .......................................................        4
     C. Individual Accounts .................................................        4
     D. Contributions .......................................................        4
     E. Allocations .........................................................        5
     F. Vesting .............................................................        6
     G. Forfeitures .........................................................        7
     H. Distributions of Benefits ...........................................        7
     I. Investment of Plan Assets ...........................................        8
     J. Withdrawals .........................................................        9
     K. Loans ...............................................................        9
     L. Insurance ...........................................................        9

III. CLAIMS PROCEDURE .......................................................        9

IV.  CHANGES TO THE PLAN ....................................................        9

V.   GENERAL INFORMATION ....................................................       10

VI.  NON-APPLICATION OF PBGC GUARANTEES .....................................       11

VII. SPECIAL RIGHTS UNDER ERISA .............................................       11
</TABLE>


                                       96
<PAGE> 
                                      MODEL
                            SUMMARY PLAN DESCRIPTION
                                     OF THE

                      -------------------------------------
                            [INSERT NAME OF EMPLOYER]
                           MONEY PURCHASE PENSION PLAN

I.   INTRODUCTION

     __________________________________ [INSERT NAME OF EMPLOYER] (the
"Employer") is pleased to be able to provide you with the____________________
[INSERT NAME OF EMPLOYER] Money Purchase Pension Plan (the "Plan" or the
"Pension Plan"). The Plan is effective as of ____________________________
[INSERT EFFECTIVE DATE].

     The Plan is a defined contribution plan, to which the Employer makes
contributions to an account hold in your name. With this type of plan; the
retirement benefit you receive will depend on the investment performance of the
amounts that are in your account. The Plan is designed to provide retirement
income to employees who remain with the Employer until retirement and to those
who have a vested interest in their account when they terminate their employment
with the Employer.

     Only the main features of the Plan are explained in this Summary Plan
Description. Any questions which are not answered here should be referred to
____________________________ [INSERT NAME OF DEPARTMENT OR PERSONNEL RESPONSIBLE
FOR PARTICIPANT INFORMATION]. If there is any inconsistency between the Plan as
described in this Summary Plan Description and the Plan document itself, the
terms of the Plan document will govern. Copies of the Plan document and the
Trust Agreement are available for your inspection during regular working hours.

II.  DESCRIPTION OF PLAN BENEFITS AND REQUIREMENTS

     A.   TERMS WITH SPECIAL MEANINGS

          Certain words and terms used in this Summary have special meanings.
          Many of these terms are fined in this section, while others are
          explained in the text of the Summary. To assist you in identifying
          these terms within the text, they are capitalized.

          1.   BENEFICIARY. Your designated Beneficiary is the person you name
               to receive your benefit distribution in the event of your death.
               If you are married, you will need written consent from your
               spouse to name someone other than your spouse as your
               Beneficiary.

          2.   BREAK IN SERVICE. A Break in Service occurs if you complete less
               than 501 Hours of Service with the Employer during a Plan Year.

          3.   COMPENSATION. Compensation is the total compensation paid to you
               by the Employer during any portion of a Plan Year during which
               you were a Plan Participant. If you are self-employed, your
               Compensation is your earned income less your deductible
               contributions to any qualified retirement plans.

          4.   HOURS OF SERVICE. Each hour for which you are paid or entitled to
               be paid by the Employer. In addition, uncompensated authorized
               leaves of absence that do not exceed two years, military leave
               while your reemployment rights are protected by law, and absences
               from work for maternity or paternity reasons may be credited as
               Hours of Service for the purpose of determining whether you had
               a Break in Service.

          5.   PARTICIPANT. A Participant is an employee who has met the
               requirements for participating in this Plan, and whose account
               has been neither completely forfeited nor distributed. 

          6.   Plan Year. The Plan Year is the 12-month period ending on the
               date shown in section V of this Summary.

          7.   SPONSOR. The Sponsor is the organization which has made this Plan
               available to the Employer.

          8.   TRUST. The Trust is a fund maintained by the Trustee for the
               investment of Plan assets, including the amount in your account.

          9.   YEAR OF SERVICE. A Year of Service is the applicable 12-month
               period during which you complete 1,000 or more Hours of Service.
               For



                                       97
<PAGE> 
               eligibility purposes, the applicable 12-month period is your
               first year of employment or any Plan Year, For vesting purposes,
               the applicable 12-month period is the Plan Year.

     B.   PARTICIPATION. 
     
          You will be eligible to participate in the Plan after you have met the
          following eligibility requirements:

[CHECK ALL APPLICABLE ITEMS]

[X]  o    You have reached age 21.

[X]  o    You have completed 1 Year(s) of Service.

[X]  o    You are not a member of a collective bargaining unit.

[X]  o    You are not a nonresident alien.

          The first entry date, or date in which you can first participate in
the Plan if you meet these requirements, is ________________ [INSERT EFFECTIVE
DATE]. Thereafter, do entry date(s) will be January 1 & July 1 of each Plan
Year.

          Once you become a Participant, you will remain a Participant as long
as you do not incur a Break in Service. If you do incur a Break in Service, and
are later reemployed by the Employer, you will be reinstated as a Participant
and any previous Hours of Service will be reinstated as of the date of your
reemployment.

     C.   INDIVIDUAL ACCOUNTS

     A separate account will be maintained for you within the Plan. This account
will be further divided into subaccounts, which will be credited with the
different types of contributions that are described in the next section. The
subaccounts that will be maintained for you are as follows:

          1. MONEY PURCHASE PENSION CONTRIBUTION SUBACCOUNT. This subaccount
will be credited with your share of Employer Money Purchase Pension
Contributions, distributions from this subaccount, and the earnings and losses
attributable to this subaccount.

          2. TRUSTEE TRANSFER AND ROLLOVER SUBACCOUNTS. These subaccounts will
be credited with any rollover contributions or transfer contributions you
may make to the Plan, any distributions from the subaccount, and the earnings
and losses attributable to the subaccount.

(CHECK THE FOLLOWING ITEM IF YOUR PLAN PERMITS VOLUNTARY EMPLOYEE
CONTRIBUTIONS]:

     ___  3. NONDEDUCTIBLE VOLUNTARY CONTRIBUTION SUBACCOUNT. This subaccount
will be credited with our Voluntary Employee Contributions, any distributions
from this subaccount, and the earnings and losses attributable to this
subaccount.

     D.   CONTRIBUTIONS

          The Employer will make, or you will be permitted to make, the
following types of contributions. These contributions will be allocated to the
appropriate subaccounts within your account.

          1.        EMPLOYER MONEY PURCHASE PENSION CONTRIBUTIONS. The Employer 
               will make Money Purchase Pension Contributions to the Plan each
               Plan Year in accordance with a formula based on your
               Compensation. This formula is given in the section on
               "Allocations."

          2.        ROLLOVER CONTRIBUTIONS AND DIRECT TRANSFERS. If you have
               participated in other pension or profit sharing plans, you will
               be permitted to make a rollover contribution to the Plan of
               certain amounts you may receive from those other plans.

                    You will also be permitted, with the approval of the Plan
               Administrator, to authorize a direct transfer to the Plan of
               amounts that are attributable to your participation in other
               pension or profit sharing plans.

               [CHECK THE FOLLOWING ITEM IF YOUR PLAN PERMITS VOLUNTARY EMPLOYEE
               CONTRIBUTIONS].



                                       98
<PAGE> 
          3.        VOLUNTARY EMPLOYEE CONTRIBUTIONS. To increase your 
     ---       retirement benefits from this Plan, you may choose to make
               voluntary contributions to the Plan of up to _____ (INSERT
               MAXIMUM VOLUNTARY EMPLOYEE CONTRIBUTION PERCENTAGE) of your
               Compensation. Such contributions will not be permitted, however,
               for Plan Years beginning after _____________ (THE PLAN YEAR IN
               WHICH THE PLAN IS ADOPTED). The minimum contribution you must
               make if you choose to make a voluntary contribution is as
               follows:

                    [CHECK ONE OF THE FOLLOWING ITEMS]:

               -    The minimum voluntary contribution is ____ [INSERT MINIMUM
     ---            VOLUNTARY CONTRIBUTION PERCENTAGE] of your Compensation.

      X        -    There is no minimum voluntary contribution.
     ---

     E.    Allocations

          1. ELIGIBILITY FOR ALLOCATIONS. Each Plan Year the Employer will make
a Money Purchase Pension Contribution to the Plan in accordance with the
formula based on your Compensation. Your account will be allocated a
contribution if you are an employee as of the last day of the Plan Year.

[X]  o    Unless you terminate your employment during the Plan Year with not
          more than 500 [INSERT HOURS OF SERVICE REQUIREMENT] Hours of Service.
          (You will receive an allocation, however, if you die, retire or become
          disabled during the Plan Year).

Under some circumstances, special minimum allocation rules may result in your
receiving an allocation, even if you do not meet any of the requirements set
forth above.

          2. AMOUNT OF ALLOCATION. If you are eligible, your account will be
credited with a Money Purchase Pension Contribution as follows:

[CHECK ONE OF THE FOLLOWING ITEMS]

     o    The Employer will make a contribution on your behalf equal to _______
          (INSERT CONTRIBUTION PERCENTAGE) of your Compensation.

          [CHECK THE FOLLOWING ITEM IF YOUR PLAN IS INTEGRATED WITH SOCIAL
          SECURITY]:

     o    The Employer will make a contribution equal to ______% of your
- ---       Compensation up to the Plan's Integration Level, plus ____% of your
          Compensation excess of the Plan's Integration Level.

          The Plan's Integration Level is equal to:

          (CHECK ONE OF THE FOLLOWING ITEMS):

          [ ]  o    The taxable wage base, which is the annual earnings subject
                    to Social Security (FICA) tax. 

          [ ]  o    A dollar amount equal to ____ [INSERT DOLLAR AMOUNT].
    
          [ ]  o    A percentage of the taxable wage base equal to ___% of the
                    annual earnings subject to Social Security (FICA) tax.

                    For example, suppose that the Plan's taxable wage base is
                    equal to $51,300, and that your Compensation during a Plan
                    Year totaled $61,300. You would receive an allocation of

                    ____ [INSERT CONTRIBUTION PERCENTAGE] of your first $51,300
                         in Compensation, and

                    ____ [INSERT EXCESS CONTRIBUTION PERCENTAGE] on the
                         remainder of $ 10,000.

Under some circumstances, special minimum allocation rules may cause you to
receive a larger allocation than you normally would. The amount that can be
allocated to your account in any Plan Year is limited by rules applying to all
qualified plans.



                                       99
<PAGE> 
     F.   VESTING.

          Vesting refers to the nonforfeitable interest you have in each of your
subaccounts. In other words, your vested interest in your account is the amount
you will receive when your account is distributed to you.

          You will always have a 100 percent vested and nonforfeitable interest
in the amounts you have in your:

     o    Trustee transfer and rollover subaccounts.

          [CHECK THE FOLLOWING ITEM IF YOUR PLAN PERMITS VOLUNTARY EMPLOYEE
          CONTRIBUTIONS]:

     o    Nondeductible Voluntary Contribution Subaccount.

          You will earn a vested interest in your Money Purchase Pension
          Contribution Subaccount in accordance with the following:

[CHECK ONE OF THE FOLLOWING ITEMS]:

[ ]  o    You will always have a 100 percent vested and nonforfeitable interest
          in your Money Purchase Pension Contribution Subaccount.

[ ]  o    You will have a 100 percent vested and nonforfeitable interest in your
          Money Purchase Pension Contribution Subaccount in the event of any of
          the following:

          o    You reach your Normal Retirement Age or Early Retirement Date.

          o    You die or become disabled.

          Otherwise, you will earn a vested interest in your Money Purchase
Pension Contribution Subaccount in accordance with the following schedule:

[CHECK ONE OF THE FOLLOWING ITEMS]

[ ]  o    YEARS OF SERVICE                     VESTED PERCENTAGE
          ----------------                     -----------------
          1 year                                       0%
          2 years                                     20%
          3 yam                                       40%
          4 years                                     60%
          5 years                                     80%
          6 or more years                            100%

          For example, If you are employed for six years, you will be entitled
          to the entire amount in your Money Purchase Pension Contribution
          Subaccount. However, If you terminate employment with the Employer
          after only four years, even though you return to employment with the
          Employer six years later, you will be entitled to receive only 60
          percent of that amount.

[ ]  o    You will be 100 percent vested after three years of service. If you
          terminate employment prior to three years you will not have any vested
          amount in your Money Purchase Pension Contribution Subaccount.

          Any portion of your Money Purchase Pension Contribution Subaccount in
          which you do not have a vested interest will be forfeited by you as of
          the last day of the Plan Year in which your fifth consecutive Break in
          Service occurs.

     G.   FORFEITURES

          [CHECK ONE OF THE FOLLOWING ITEMS]:

[ ]  o    You have a 100 percent vested and nonforfeitable interest in the
          amounts in your account at all times. You will therefore not be
          subject to forfeitures.

[ ]  o    Forfeitures occur when you terminate employment before becoming fully
          vested in your account, as explained in the section on "Vesting."
          Effective for the Trust Plan Year beginning after 1984, any portion of
          your account that is not vested will be forfeited as of the last day
          of the Plan Year in which your fifth consecutive Break in Service
          occurs. Forfeited amounts will not be reinstated, even if you return
          to service with the Employer. Such forfeitures either will be:



                                       100
<PAGE> 
     [CHECK ONE OF THE FOLLOWING ITEMS]:

          [ ]  o    Used by the Employer as a credit against its future
                    contributions to the Plan; or

          [ ]  o    Reallocated among the accounts of remaining Participants in
                    proportion to their pay.

H.   DISTRIBUTION OF BENEFITS.


     1.   ELIGIBILITY FOR DISTRIBUTION.  You will be entitled to receive a
distribution of the vested amounts in your account upon occurrence of any of the
following:

     o    Your termination of employment with the Employer for any reason.

     o    Your total and permanent disability.

     o    Your death.

     o    Termination of the Plan.

     o    Your attainment of normal retirement age, which is:

          [CHECK ONE Of THE FOLLOWING ITEMS]:

          [X]  o    Age 65.

          [ ]  o    Age ____ [INSERT NORMAL RETIREMENT AGE] or the ____________
                    [INSERT ANNIVERSARY DATE] of the day you commenced
                    participation in the Plan.

          [CHECK THE FOLLOWING IF YOUR PLAN PERMITS EARLY RETIREMENT]:

          [ ]  o    If you elect early retirement, attainment of your early
                    retirement date, which is the first day of the month
                    coincident with or next following the date you reach age _
                    (INSERT EARLY RETIREMENT AGE) and complete _________ [INSERT
                    NUMBER OF YEARS] Years of Service.

          2.   TIMING OF DISTRIBUTIONS.  You will begin receiving benefit
distributions in accordance with the following:

     o    Generally, benefit distributions will commence not later then 60 days
          after the end of the Plan Year in which you become eligible to receive
          benefits.

     o    In the event of your death, your spouse, if you are married, will
          generally be entitled to receive your benefit distribution. If you are
          unmarried, or if your spouse has given written consent, your
          designated Beneficiary will receive your benefit distribution. If you
          have no spouse or designated Beneficiary, your benefit distribution
          will go to your estate.

     o    If you so elect, you may defer commencement of the distribution of
          your benefit beyond the date you first become eligible to receive that
          distribution, to a date which you may specify. The date you specify
          must not be later than the April 1 following the close of your taxable
          year in which you attain age 70-1/2.

     o    If you attained age 70-1/2 before January 1, 1988, special rules apply
          to your distributions.


          If you wish to receive benefit distributions before attaining age
59-1/2, you may be subject to a penalty tax, and you must notify the Plan
Administrator in writing that you are aware of the consequences of this tax.

          3.   FORM OF DISTRIBUTION. Your benefit will automatically be
distributed in the form of a in a lump sum payment of cash, or a lump sum
payment that includes an in-kind distribution of all mutual fund shares credited
to your account.

     I.   INVESTMENT OF PLAN ASSETS

          All contributions made to the Plan are kept in the Trust. A separate
account, including all of the subaccounts described in the section on
"Participant accounts," is maintained for you within that Trust. The assets of
the Trust are invested as follows:



                                       101
<PAGE> 
(CHECK ONE OF THE FOLLOWING ITEMS::

[X]  o    All of the assets of the Trust are invested in shares or other
          investments offered by the Sponsor.

[ ]  o    _________ [INSERT PERCENTAGE] of the assets of the Trust are invested
          in shares or other investments offered by the Sponsor. The remaining
          assets are invested in such other investments as are acceptable to the
          Trustee.

[ ]  o    You ______ [INSERT "may" OR "must"] direct the Plan Administrator to
          invest the amounts in the following subaccount in specified
          investments offered by the Sponsor:

          (CHECK ONE OR MORE OF THE FOLLOWING ITEMS):

[ ]  o    The amounts in your Nondeductible Voluntary Contribution Subaccount.

[ ]  o    The amounts in your Money Purchase Pension Contribution Subaccount.

[ ]  o    The amounts in your trustee transfer and rollover subaccounts.

     [CHECK THE FOLLOWING ITEM IF YOUR PLAN PERMITS VOLUNTARY EMPLOYEE
     CONTRIBUTIONS]:

[ ]  J.   WITHDRAWALS

          If you have made Voluntary Employee Contributions to the Plan, you
will be permitted to withdraw the amounts in your Nondeductible Voluntary
Contribution Subaccount. If you are married, your spouse must consent to the
withdrawal.

     [CHECK THE FOLLOWING ITEM IF PLAN LOANS ARE PERMITTED]

[ ]  K.   LOANS

          The Plan contains provisions that permit you to borrow from the Plan
part of your vested interest in your account. Such a loan will not be made,
however, if the total of all outstanding loans to you from all pension and
profit sharing plans of the Employer exceed the lower of $50,000 (taking into
account the highest principal balance of any loan outstanding at any time during
the preceding 12 months) or one-half of the value of your vested interest in
your account.

          The Plan Administrator will set the terms of all loans. The maximum
payment term for any loan will generally be five years. The interest rate will
be determined by the Plan Administrator, your account will be security for the
loan.

     [CHECK THE FOLLOWING ITEM IF YOUR PLAN PERMITS PARTICIPANTS TO PURCHASE
     LIFE INSURANCE]:

[ ]  L.   INSURANCE.

          The Plan contains provisions permitting you to designate a portion of
the amounts in your Money Purchase Pension Contribution Subaccount to purchase
life insurance. The portion of your Money Purchase Pension Contribution
Subaccount which may be used to purchase life insurance is equal to ________
[INSERT PERCENTAGE] of that subaccount.

III. CLAIMS PROCEDURE

     You or your Beneficiary may file a written claim for benefits under this
Plan with the Plan Administrator at any time. If your claim is denied to any
extent by the Plan Administrator, a written notification must be sent to you
within 90 days. If you choose to appeal the decision, a request for review must
be made in writing to the Plan Administrator within 60 days of receipt for
written notification of the denial. Within 60 days after the appeal is filed, or
within 120 days, if there are special circumstances involved, the Plan
Administrator will issue a written decision.



                                      102
<PAGE> 
IV.  CHANGES TO PLAN

     A.   AMENDMENT OF THE PLAN

          The Employer, together with the Sponsor, reserves the right to amend
the Plan at any time. You will be kept informed of any material amendments to
the Plan by updates to this Summary Plan Description.

     B.   TERMINATION OF THE PLAN

          The Employer intends to continue this Plan indefinitely. However, the
Employer reserves the right to terminate the Plan at any time. If a termination
takes place, or if the Employer discontinues making contributions to the Plan,
you will have a 100 percent vested and nonforfeitable interest in all of the
amounts in your account. These amounts may be distributed to you at that time,
or may be distributed in accordance with the benefit distribution rules.

     C.   Merger, Consolidation, or Transfer of the Plan

          In the event of the merger, consolidation or transfer of assets or
liabilities of the Plan to any other plan, your benefits will not be decreased
from what they would have been prior to such an event.

V.   GENERAL INFORMATION

NAME OF PLAN:            _____________________________________________________
                         Money Purchase Pension Plan

EMPLOYER:                _____________________________________________________

                         _____________________________________________________

TYPE OF PLAN:            Money Purchase Pension Plan

TYPE OF ADMINISTRATION:  Trusteed

EMPLOYER'S FISCAL YEAR:  __________________________

PLAN YEAR END:           __________________________

PLAN ADMINISTRATOR:      _____________________________________________________

                         _____________________________________________________

                         _____________________________________________________

Trustees:                _____________________________________________________

                         _____________________________________________________

                         _____________________________________________________
                         [INSERT NAME, TITLE, ADDRESS AND PHONE NUMBER OF
                         PRINCIPAL PLACE OF BUSINESS OF EACH TRUSTEE)

AGENT FOR SERVICE OF LEGAL PROCESS: __________________________________________

                                    __________________________________________
                                    INSERT NAME AND ADDRESS OF PERSON DESIGNATED
                                    AS AGENT FOR SERVICE OF LEGAL PROCESS)

EMPLOYER IDENTIFICATION NUMBER:     __________________________________________

PLAN NUMBER:                        __________________________________________

Also, a complete list of the employers and employee organizations sponsoring the
Plan may be obtained by participants and beneficiaries upon written request to
the Plan administrator, and is available for examination by participants and
beneficiaries, as required by Labor Reg. Section 2520.104b-1 and Section
2520.104b-30.

V1.  NON-APPLICATION OF PBGC GUARANTEES

     Because this Plan is a defined contribution plan, the benefits you will
receive are exempt from and not insured by the Pension Benefit Guaranty
Corporation.



                                      103
<PAGE> 
VII. SPECIAL RIGHTS UNDER ERISA

     As a participant in the ________________________________ [INSERT NAME OF
EMPLOYER] Money Purchase Pension Plan, you are entitled to certain rights and
protections under the Employee Retirement Income Security Act of 1974 (ERISA).
ERISA provides that all Plan Participants shall be entitled to:

     o   Examine, without charge, at the Plan Administrator's office and at
         other specified locations, all Plan documents, including insurance
         contracts, affecting the individual making the request, and copies of
         all documents filed by the Plan with the U.S. Department of Labor, such
         as detailed annual reports and Plan descriptions.  Obtain copies of all
         Plan documents and other Plan information upon written request to the
         Plan Administrator. The Plan Administrator may make a reasonable charge
         for the copies.

     o   Receive a summary of the Plan's annual financial report. The Plan
         Administrator is required by law to furnish each Participant with
         a copy of this summary annual report.

     o   Obtain a statement of the total value of your account under the
         Plan and your vested (nonforfeitable) portion of this account. This
         statement must be requested in writing and is not required to be
         given more than once a year. The Plan will provide the statement
         free of charge.

         In addition to creating rights for Plan Participants, ERISA imposes
duties upon the people who are responsible for the operation of the Plan. These
people who operate your plan, called "fiduciaries" of the Plan, have a duty to
do so prudently and in the interest of you and other Plan Participants and
Beneficiaries. No one, including your Employer, or any other person, may fire 
you or otherwise discriminate against you in any way to prevent you from
obtaining a benefit under this Plan or exercising your rights under ERISA. If
your claim for a benefit is denied in whole or in part you must receive a 
written explanation of the reason for the denial. You have the right to have
the Plan review and reconsider your claim.

         Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request materials from the Plan and do not receive them
within 30 days, you may file suit in a federal court. In such a case, the court
may require the Plan Administrator to provide the materials and pay you up to
$100 a day until you receive the materials unless the materials were not sent
because of reasons beyond the control of the Plan Administrator. If you have a
claim for benefits which is denied or ignored, in whole or in part, you may file
suit in a state or federal court. If it should happen that Plan fiduciaries
misuse the Plan's money, or if you are discriminated against for asserting your
rights, you may seek assistance from the U.S. Department of Labor, or you may
file suit in a federal court. The court will decide who should pay court costs
and legal fees. If you lose, the court may order you to pay these costs and
fees, for example, if it finds your claim is frivolous. If you have any
questions about your Plan, you should contact the Plan Administrator. If you
have any questions about this statement or about your rights under ERISA, you
should contact the nearest Area Office of the U.S. Labor-Management Services
Administration, Department of Labor.

                           NOTICE TO INTERESTED PARTIES


Current employees of ________________________________ are hereby notified that 
                            (Name of Employer)
___________________________ has adopted the __________________________________ 
(Name of Adopting Employer)                       (Name of Plan or Plans) 
as its employee retirement benefit plan.

The employee eligible to participate under this Plan are 
____________________________________.
(Insert Eligible Class of Employees)

It is not expected that this Plan will be submitted to the Internal Revenue
Service for an advance determination as to whether or not the Plan meets the
qualification requirements of section 401(a) of the Internal Revenue Code.
However, this Plan is a prototype plan and the Internal Revenue Service has
previously issued a favorable opinion letter to the sponsor with regard to the
this plan.

As in interested party, you have the right to submit to the Key District
Director of the Internal Revenue Service, either individually or jointly with
other interested parties, your comments as to whether this Plan meets the
qualification requirements of the Internal Revenue Code.



                                      104
<PAGE> 
You may also, either or jointly with other interested parties, request that the
Department of Labor submit, on your behalf, comments to the Key District
Director regarding qualification of this Plan.

If the Department of Labor declines to comment on all or some of the matters you
raise, you may, individually or jointly if your request was made to the
Department jointly, submit your comments on these matters directly to the Key
District Director as the following address:


                   ___________________________________________
                   (NAME AND ADDRESS OF KEY DISTRICT DIRECTOR)


The Department of Labor may not comment on behalf of interested parties unless
requested to do so by the lesser of 10 employees or 10 percent of the employees
who qualify as interested parties. The number of persons needed for the
Department of Labor to comment with respect to this Plan is ___________________.
A request to the Department of Labor should be sent to the following address:

              Administrator of Pension and Welfare Benefit Programs
                            U.S. Department of Labor
                          200 Constitution Avenue N.W.
                             Washington, D.C. 20216
                         Attention: 3001 Comment Request

Any comment you submit to the Key District to the Key District Director, or any
request to the Department of Labor must include the name of the Plan, the Plan
number, the opinion letter number, the adopting employer's identification
number, the name and address of the sponsor, and the name and address of the
Plan administrator. Any request to the Department of Labor must also include
the address of the Key District Director. This information can be found at the
end of this Notice.

A comment to the Key District must be received by 
____________________________________.
(Date 45 Days After Plan is Adopted) 
if you wish to preserve your right to comment to the Key District Director, or 
by ____________________________________ if you wish to waive that right.
   (Date 55 Days After Plan is Adopted) 

If there are matters upon which you request the Department of Labor to comment
upon on your behalf, and the Department declines to do so, you may submit
comments on these matters directly to the Key District Director. These comments
must be received by the Key District Director within 15 days from the time the
Department of Labor notifies you that it will not comment on a particular
matter, or by ___________________________________ whichever is later. 
           (Date 75 Days After The Plan is Adopted).

Detailed instructions regarding the requirements for submitting comments may
be found in sections 6,7, and 8 of Revenue Procedure 80-30.

Additional information concerning this Plan (including, where applicable, a
description of the circumstances which may result in eligibility of loss of
benefits, a description of the source of financing of the plan, and copies of
section 6 of Revenue Procedure 80-30) is available at_________________________
                                                            (LOCATION) 
during the hours of _________________, for inspection of copying. There may be 
a normal charge for copying and/or mailing.

The following information will be needed for correspondence with the Department
of Labor or the Key District Director:

                       ___________________________________
                           (Name of Adopting Employer)



                                       105
<PAGE> 


                     ______________________________________
                            (Name of Plan or Plans)


                     ______________________________________
                         Plan Identification Number(s)


                     ______________________________________
                            (Opinion Letter Number)


                     ______________________________________
                               (Name of Sponsor)


                     ______________________________________
                              (Address of Sponsor)


                     ______________________________________
                           (Adopting Employer's EIN)


                     ______________________________________
                          (Name of Plan Administrator)


                     ______________________________________
                        (Address of Plan Administrator)


                     ______________________________________
                       (Address of Key District Director)






                                       106
<PAGE> 
                                     FORMS





                                      107
<PAGE> 
[AIM LOGO APPEARS HERE]

                               ASSET TRANSFER FORM

                                          AIM Fund Services, Inc.
                                          P.O. Box 4739
                                          Houston, TX 77210-4739
                                          Phone Number 1-800-347-1919 (ext. 506)

THIS FORM SHOULD BE USED ONLY IF YOU ARE TRANSFERRING PLAN ASSETS DIRECTLY 
TO AIM.
================================================================================
1.   PRINT PLAN NAME AND ADDRESS HERE

- --------------------------------------------------------------------------------
Plan Name/Trustees

- --------------------------------------------------------------------------------
Address                                                        

- --------------------------------------------------------------------------------
City                                    State                    Zip

Tax ID Number
             -------------------------------------------------------------------

Telephone (   )
               -----------------------------------------------------------------
================================================================================
2.   ACCOUNT TO BE TRANSFERRED TO AIM

- --------------------------------------------------------------------------------
Account Number

- --------------------------------------------------------------------------------
Name of Resigning Trustee/Custodian

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

- --------------------------------------------------------------------------------
City                                    State                    Zip

- --------------------------------------------------------------------------------
Attention                                     Telephone
================================================================================
3.   PLEASE TELL US WHERE TO INVEST THE MONEY YOU ARE TRANSFERRING

Please deposit proceeds in my [ ] existing [ ]* new 

     [ ] Money Purchase Plan 

     [ ] Profit Sharing

* Application Attached  

- --------------------------------------------------------------------------------
Fund Name                             Account Number

- --------------------------------------------------------------------------------
Fund Name                             Account Number          

If assets are to be invested in multiple participant accounts you must submit a
separate statement identifying each participant and the percentage to be
invested in each fund(s). 

If transferred assets are to be invested in "pooled" accounts you must indicate
the percentage (%) to be invested in each funds. 
================================================================================
4.   PLEASE AUTHORIZE YOUR CURRENT OR CUSTODIAN TO TRANSFER ACCOUNT TO THE AIM
     FUNDS

To Resign Trustee or Custodian:

Please transfer [ ] all or [ ] part ($_________________) of our assets listed in
Section 2 to The AIM Funds.

     [ ] immediately                          [ ] at maturity

[ ] Please transfer [ ] all or part (__________________) of the assets to AIM
Fund Acct# ___________________________.

- --------------------------------------------------------------------------------
Signature/Trustee                                    Date

An Important note: Your current investment manager or custodian may require your
signature to be guaranteed.

Call that institution for requirement.

Signature guaranteed by:                              

- --------------------------------------------------------------------------------
Name of Bank or Firm

- --------------------------------------------------------------------------------
Signature of Officer and Title 
================================================================================
5.                         CUSTODIAN ACCEPTANCE OF PLAN

This to advise you that _______________________, trustee custodian, will accept
the account identified above for: Plan Name ________________________________
Account Number _____________________________ 

This transfer of assets is to be executed from fiduciary to fiduciary and will
not place the participant in actual receipt of all or any of the plan assets.

NO FEDERAL INCOME TAX IS TO BE WITHHELD FROM THIS TRANSFER OF ASSETS.

If you have any further questions regarding the transfer, please feel free to 
contact us at the above toll-free number. 

- --------------------------------------------------------------------------------
Authorized Signature/Trustee 

- --------------------------------------------------------------------------------
Date 
================================================================================
6.                        RESIGNING TRUSTEE OR CUSTODIAN

Please Indicate Account Number on all documents sent to AIM.    
Please attach a copy of this form to the check. 

Check Payable to:                 AIM Funds, FBO: (Plan Name)
                                  c/o AIM Fund Services, Inc,
                                  P.O. Box 4739
                                  Houston, TX 77210-4739


                                      108

<PAGE>
                                                               EXHIBIT 14(d)

403(b) PLAN                                             [AIM LOGO APPEARS HERE]
ACCOUNT APPLICATION 
To open your AIM 403(b) Plan account.

Employer mail to: A I M Fund Services, Inc., P.O. Box 4399, Houston, TX
                  77210-4399. Phone: 800-959-4246

ALL sections must be fully completed.
- --------------------------------------------------------------------------------
1.   EMPLOYEE INFORMATION (please print)

     Participant 
                  ---------------------------------    Birth Date     /     /
                  First Name    Middle    Last Name               ---- ---- ---
     Address
             -------------------------------------------------------------------
             Street     City                        State               Zip Code
     Social Security #                      Daytime Telephone
                      --------------------                   -------------------
     Employer
             -------------------------------------------------------------------
- --------------------------------------------------------------------------------
 2.  INVESTMENT INFORMATION (Minimum investment in any AIM Fund is $25 per pay 
     period per Fund.) 

     CONTRIBUTIONS: 
     [ ] I will be making salary-deferral contributions in the amount of 
         $_______________ or______% of compensation.
     [ ] This is a transfer of 403(b) assets only; no salary-deferral 
         contribution will be made at this time. 

     Each contribution to the Custodial Account shall be invested in the
     following AIM Funds in the amounts specified.

<TABLE>
<CAPTION>

     EQUITY FUNDS          $ OR % OF ASSETS     CLASS OF SHARES      FIXED INCOME FUNDS      $ OR % OF ASSETS   CLASS OF SHARES
                                                  (CHECK ONE)                                                   (CHECK ONE)
     <S>                    <C>                 <C>                  <C>                     <C>                 <C>
               
     AIM Blue Chip Fund      $                Class [ ] A [ ] B     AIM Balanced Fund       $               Class [ ] A [ ] B
                              ------------                                                   ------------
     AIM Capital                                                    AIM Global Income Fund  $               Class [ ] A [ ] B
      Development Fund       $                Class [ ] A [ ] B                              ------------
                              ------------                          AIM Intermediate                            
     AIM Charter Fund        $                Class [ ] A [ ] B       Government Fund       $               Class [ ] A [ ] B
                              ------------                                                   ------------       
                                                                    AIM High Yield Fund     $               Class [ ] A [ ] B
     AIM Global Aggressive                                                                   ------------
      Growth Fund            $                Class [ ] A [ ] B     AIM Income Fund         $               Class [ ] A [ ] B
                              ------------                                                   ------------
     AIM Global Growth Fund  $                Class [ ] A [ ] B     
                              ------------                          AIM Limited Maturity                         
     AIM Constellation Fund  $                Class [ ] A             Treasury Shares       $               Class [ ] A 
                              ------------                                                   ------------
     AIM Growth Fund         $                Class [ ] A [ ] B     MONEY MARKET FUNDS      $                  
                              ------------                                                   ------------
                                                                    AIM Money Market Fund   $               Class [ ] A [ ] B [ ] C
     AIM International                                                                       ------------
      Equity Fund            $                Class [ ] A [ ] B       Total                 $                      
                              ------------                                                   ------------
     AIM Global Utilities 
      Fund                   $                Class [ ] A [ ] B
                              ------------                                                     
     AIM Value Fund          $                Class [ ] A [ ] B
                              ------------                                                     
     AIM Weingarten Fund     $                Class [ ] A [ ] B
                              ------------                                                     
 
</TABLE>

     If no class of shares is selected, Class A shares will be purchased, except
     in the case of AIM Money Market Fund, where Class C Shares will be
     purchased.

     BILLING: PLEASE CONFIRM WITH YOUR EMPLOYER THAT THIS IS REQUIRED BEFORE 
     COMPLETING THIS SECTION. MY EMPLOYER HAS REQUESTED THAT AIM FORWARD A 
     BILLING EACH MONTH FOR SUBMISSION OF MY ON-GOING SALARY-DEFERRAL
     CONTRIBUTION. (NOTE: BILLING IS ONLY AVAILABLE WHEN AN ORGANIZATION HAS 10
     OR MORE 403(B) PARTICIPANTS WITH AIM.) 
     PLEASE REMIT THE BILLING TO:

     Employer's Name                              Attention 
                     --------------------------             -------------------
     Address                                      Telephone
             ----------------------------------             -------------------
- --------------------------------------------------------------------------------
3.   ACCOUNT OPTIONS

     Please indicate options you desire, if any.

     TELEPHONE EXCHANGE PRIVILEGE. Unless indicated below, I authorize the
     Transfer Agent to accept from any person instructions to exchange shares in
     my account(s) by telephone for shares of other AIM Funds within the same
     Class of Shares, in accordance with the procedures and conditions set forth
     in the Fund's current prospectus.

     [ ] I DO NOT want the telephone exchange privilege.



11

<PAGE> 

     REDUCED SALES CHARGE (optional/available for Class A shares only)

     Right of Accumulation
     I apply for Right of Accumulation reduced sales charges based on the
     following accounts in The AIM Family of Funds(--Registered Trademark--):
     
     Fund(s)                            Account No(s). 
            ---------------------------               -------------------------
     
     LETTER OF INTENT

     I agree to the Letter of Intent provisions in the prospectus. I plan to
     invest during a 13-month period a dollar amount of at least:
     [ ]$25,000  [ ]$50,000  [ ]$100,000  [ ]$250,000 [ ]$500,000  [ ]$1,000,000
- --------------------------------------------------------------------------------
4.   BENEFICIARY DESIGNATION

     Primary Beneficiary:
     I hereby designate the following individual(s) to receive the full value of
     the assets of my 403(b) plan with A I M Distributors, Inc. upon my death.
     This revokes any and all prior Beneficiary Designations made by me and
     filed with the Custodian. (If you designate a beneficiary other than your
     spouse, your spouse must acknowledge the designation by signing this form.)

     Full Name
              ------------------------------------------------------------------
     Address
             -------------------------------------------------------------------
     Social Security #
                      ----------------------------------------------------------
     Relationship
                 ---------------------------------------------------------------
     Percentage of Assets
                         -------------------------------------------------------

     Please complete and sign the beneficiary designation. We cannot accept this
     application without proper designation of beneficiary. If you wish to
     identify additional or contingent beneficiaries, please attach a separate
     letter identifying the same information requested above.

- --------------------------------------------------------------------------------
5.   AUTHORIZATION AND SIGNATURE

     I hereby adopt the A I M Distributors, Inc. 403(b)(7) Custodial Agreement
     appointing Boston Safe Deposit and Trust Company as Custodian. I have
     received and read the current prospectus of the investment company(ies)
     selected in this agreement and have read and understand the 403(b)(7)
     custodial agreement and consent to the custodial account fee as specified.
     I understand that an annual AIM 403(b)(7) Maintenance Fee (currently $10)
     will be deducted in early December from my 403(b)(7) Fund account.
        Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is
     required to have the following certification. Please refer to the Fund
     prospectus for complete instructions regarding backup withholding. Under
     the penalties of perjury, I certify that (i) the number shown in Section 1
     is my correct Social Security/Taxpayer Identification Number and (ii) I am
     not subject to backup withholding because the Internal Revenue Service (a)
     has not notified me that I am subject to backup withholding as a result of
     failure to report all interest or dividends, or (b) has notified me that I
     am no longer subject to backup withholding (does not apply to real estate
     transactions, mortgage interest paid, the acquisition or abandonment of
     secured property, contributions to an individual retirement arrangement
     [403(b)(7)], and payments other than interest and dividends).

     Certification Instructions-You must cross out item (b) above if you have
     been notified by the IRS that you are currently subject to backup
     withholding because of underreporting of interest or dividends on your tax
     return.
     [ ] Exempt from Backup Withholding (i.e. exempt entity as described in the 
         prospectus)
     [ ] Nonresident alien [Form(s) W-8 attached]

     Your Signature                                           Date     /   /
                   -------------------------------------------      --- --- ---
- --------------------------------------------------------------------------------
6.   BROKER/DEALER INFORMATION:

     Name of Broker/Dealer Firm
                               -------------------------------------------------
     Branch Address
                   -------------------------------------------------------------
     Rep. Name and Number
                         -------------------------------------------------------
     Rep. Signature
                   -------------------------------------------------------------
     Rep. Telephone
                   ----------------------



          


12   [AIM LOGO APPEARS HERE] A I M Distributors, Inc.

<PAGE> 
403(b) PLAN                                             [AIM LOGO APPEARS HERE] 
ASSET-TRANSFER FORM
To move assets from another 403(b) custodian to AIM.

Use this form only when transferring assets from an existing 403(b) 
(account # __________) to an AIM 403(b) (account # __________). 
If you do not already have an AIM 403(b), you must also submit a 403(b) 
Application. AIM will arrange the transfer for you.

- --------------------------------------------------------------------------------
1.   INVESTOR INFORMATION (please print)

     Name
         -----------------------------------------------------------------------
     Address
            --------------------------------------------------------------------
     City                                     State             Zip
         -----------------------------------        -----------      -----------

     Social Security Number                   Daytime Telephone
                            -----------------                   ----------------
- --------------------------------------------------------------------------------
2.   CURRENT CUSTODIAN

     Name of Resigning Trustee                Account Number
                              ---------------                -------------------
     Address of Resigning Trustee
                                 -----------------------------------------------
     City                                     State             Zip
         -----------------------------------        -----------      -----------
     Attention                                Telephone
              ------------------------------           -------------------------
- --------------------------------------------------------------------------------
3.   403(b) ACCOUNT INFORMATION

     Please deposit proceeds in my
     [ ] existing    [ ] new*
<TABLE>
<CAPTION>
           EQUITY FUNDS                           $ OR % OF ASSETS                CLASS OF SHARES (CHECK ONE)
     <S>                                <C>                                       <C>             
     AIM Blue Chip Fund                   $                                        [ ] Class A [ ] Class B
                                                 -------------------------------
     AIM Capital Development Fund         $                                        [ ] Class A [ ] Class B
                                                 -------------------------------
     AIM Charter Fund                     $                                        [ ] Class A [ ] Class B
                                                 -------------------------------
     AIM Global Aggressive Growth Fund    $                                        [ ] Class A [ ] Class B
                                                 -------------------------------
     AIM Global Growth Fund               $                                        [ ] Class A [ ] Class B
                                                 -------------------------------
     AIM Constellation Fund               $                                        [ ] Class A
                                                 -------------------------------
     AIM Growth Fund                      $                                        [ ] Class A [ ] Class B
                                                 -------------------------------
     AIM International Equity Fund        $                                        [ ] Class A [ ] Class B
                                                 -------------------------------
     AIM Global Utilities Fund            $                                        [ ] Class A [ ] Class B
                                                 -------------------------------
     AIM Value Fund                       $                                        [ ] Class A [ ] Class B
                                                 -------------------------------
     AIM Weingarten Fund                  $                                        [ ] Class A [ ] Class B
                                                 -------------------------------

         FIXED INCOME FUNDS                                                        CLASS OF SHARES (CHECK ONE)

     AIM Balanced Fund                    $                                        [ ] Class A [ ] Class B
                                                 -------------------------------
     AIM Global Income Fund               $                                        [ ] Class A [ ] Class B
                                                 -------------------------------
     AIM Intermediate Government Fund     $                                        [ ] Class A [ ] Class B
                                                 -------------------------------
     AIM High Yield Fund                  $                                        [ ] Class A [ ] Class B
                                                 -------------------------------
     AIM Income Fund                      $                                        [ ] Class A [ ] Class B
                                                 -------------------------------
     AIM Limited Maturity Treasury Shares $                                        [ ] Class A    
                                                 -------------------------------

         MONEY MARKET FUNDS                                                        CLASS OF SHARES (CHECK ONE)

     AIM Money Market Fund                $                                        [ ] Class A [ ] Class B [ ] Class C
                                                 -------------------------------
          Total                           $                                    
                                                 -------------------------------
</TABLE>
     
     If no class of shares is selected, Class A shares will be purchased, except
     in the case of AIM Money Market Fund, where Class C Shares will be
     purchased.

- --------------------------------------------------------------------------------
4.   TRANSFER INSTRUCTIONS

     To Resigning Trustee or Custodian:
     Please liquidate [ ] all or [ ] part of the account(s) listed in Section 2
     and transfer the proceeds to my 403(b) account with Boston Safe Deposit and
     Trust Company.


13
<PAGE> 
     [ ] Partial amount to transfer $ 
                                      -------------------
          [ ] immediately    [ ] at maturity (      /     /     )
                                               ----  ----  ----
     [ ] Please transfer "In Kind" [ ] all [ ] part of the  shares of the AIM
     Fund held in my account to Boston Safe Deposit and Trust Company.
     Percent of shares to transfer     %
                                  -----
- --------------------------------------------------------------------------------
5.   AUTHORIZATION AND SIGNATURE

     I have established a 403(b) account with the AIM Funds and have appointed
     Boston Safe Deposit and Trust Company as the successor Custodian. Please
     accept this as your authorization and instruction to liquidate or transfer
     in kind the assets noted above, which your company holds for me.

     Your Signature                                      Date      /    /     
                   ------------------------------------        ---- ---- ----
     Note: Your resigning trustee or custodian may require your signature to be
     guaranteed. Call that institution for requirements.

     Name of Bank or Firm
                         -------------------------------------------------------
     Signature Guaranteed by
                            ----------------------------------------------------
                                                     (Name & Title)
- --------------------------------------------------------------------------------
6.   CUSTODIAN ACCEPTANCE

     This is to advise you that Boston Safe Deposit and Trust Company, as
     custodian, will accept the account identified above for:

     Depositor's Name                                 Account Number
                     -------------------------------                ------------

     This transfer of assets is to be executed from fiduciary to fiduciary and
     will not place the participant in actual receipt of all or any of the plan
     assets. No federal income tax is to be withheld from this transfer of
     assets.

     Authorized Signature 
                          ---------------------------------------------------
                          (Boston Safe Deposit and Trust Company)

     Mailing Date      /     /   
                  ----  ----  ----
- --------------------------------------------------------------------------------
7.   INSTRUCTIONS TO RESIGNING TRUSTEE OR CUSTODIAN

     Please attach a copy of this form to the check. Indicate account number on
     all documents. Return this completed form and completed 403(b) Application
     to Boston Safe Deposit and Trust Company, c/o A I M Fund Services, Inc.,
     P.O. Box 4399, Houston, TX  77210-4399. Phone: 800-959-4246.

- --------------------------------------------------------------------------------
8.   DISTRIBUTION ELECTION INFORMATION

     If this participant is age 70-1/2 or older this year, the resigning
     Trustee/Custodian must complete this section. Election made by the
     participant as of the required beginning date:

     1. Method of calculation (check one): [ ] declining years  
                                           [ ] recalculation
     2. Life expectancy (check one): [ ] single life payout  
                                     [ ] joint life payout*
     3. The amount withheld from this transfer to satisfy this year's required
        distribution: $
                       -------------------
        Were any previous distributions made to the participant this year?
        [ ] No [ ] Yes $
                        ------------------------------
     The factor used to calculate this required payment was
                                                           ---------------------
     Name of Designated Beneficiary
                                    --------------------------------------------
     Relationship                                     Date of Birth     /    /
                 ------------------------------------              ---  ---  ---
     Signature of Current Custodian/Trustee
                                           -------------------------------------
          




     [AIM LOGO APPEARS HERE] A I M Distributors, Inc.

14
<PAGE> 
403(b) PLAN
EXCHANGE AND CONTRIBUTION CHANGE FORM                   [AIM LOGO APPEARS HERE]

- --------------------------------------------------------------------------------
1.   PARTICIPANT INFORMATION (PLEASE PRINT)

     Employee Name
                  --------------------------------------------------------------
     Social Security Number                        Account Number
                            ----------------------               ---------------
     Employer Name
                  --------------------------------------------------------------
- --------------------------------------------------------------------------------
2.   FUND EXCHANGE

     An AIM Fund exchange is the transfer of existing fund assets from one AIM
     Fund to another AIM Fund. Please consult your investment adviser first.
     Fund exchanges will not effect how your future 403(b) contributions are
     invested. You must indicate under the 403(b) Contribution Section any
     changes with respect to your future contribution.

     From AIM            Fund to AIM          Fund      Shares, or $     or    %
              ----------            ---------     -----             ----    ----
     From AIM            Fund to AIM          Fund      Shares, or $     or    %
              ----------            ---------     -----             ----    ----
- --------------------------------------------------------------------------------
3.   403(b) CONTRIBUTIONS

     MARK BELOW THE STATEMENT THAT APPLIES
     [ ] All future contributions are to be invested as previously indicated.
     [ ] All future contributions (indicate % or dollar amount) are to be
         invested as indicated below.

     INVESTMENT SELECTION
     I wish to change the investment of my future 403(b) contributions to the
     AIM Funds listed below. This change is to be effective with the first
     payroll contribution received following receipt of this form.

     A.                                   Fund                       %
       ---------------------------------      -----------------------
     B.                                   Fund                       %
       ---------------------------------      -----------------------
     C.                                   Fund                       %
       ---------------------------------      -----------------------
     D.                                   Fund                       %
       ---------------------------------      -----------------------
                                          Total:       100%

     Signature                                         Date
               ---------------------------------------     ------------------

     Please return the completed form to A I M Fund Services, Inc.,
     Attn: Qualified Plan Services Department, P.O. Box 4399, Houston, TX
     77210-4399. Phone: 800-959-4246.

     If you have any questions, please call one of our Client Services
     Representatives. Please retain a photocopy of this form for your records.



                        
15   A I M Distributors, Inc.
<PAGE> 

403(b) PLAN
AGREEMENT FOR SALARY DEFERRAL                            [AIM LOGO APPEARS HERE]
Use this form only if your employer does not supply you with its own form.
Submit this form to your employer.

     [ ] Original Authorization
     [ ] Amended Authorization

     BY THIS AGREEMENT MADE BETWEEN
                                                                (the "Employee")
     -----------------------------------------------------------
     (Please Print)
     and
                                                                (the "Employer")
     -----------------------------------------------------------
     the parties hereto agree as follows:

     Effective with the paycheck dated ______________________________ , 19_____
     (which date is subsequent to the date of execution of this Agreement), the
     Employee's basic salary will be deferred by the amount indicated in item
     (1) or (2) below, as designated by the Employee.

     This Agreement shall be legally binding and irrevocable as to each of the
     parties hereto while employment continues; provided, however, that either
     party may terminate this Agreement by giving at least 30 days written
     notice of the date of termination.

     The amount of the Employee's salary deferral cannot exceed the Exclusion
     Allowance under Section 403(b) of the Internal Revenue Code or the
     limitations under Section 402(g) and 415 of the Internal Revenue Code.

     The amount of the Employee's salary deferral will be: (select one)
     1. $                    per pay period beginning                          .
         -------------------                         --------------------------
     2.                    % of basic salary beginning                         .
         ------------------                           -------------------------

     It is understood that the amount of such salary deferral will be sent by
     the Employer directly to A I M Fund Services, Inc., P.O. Box 4399, Houston,
     Texas 77210-4399. Checks should be made payable to Boston Safe Deposit and
     Trust Company. If your employer is requesting a billing from AIM, please
     indicate this on the application.

     Signed this                      day of                           , 19    .
                ----------------------      ---------------------------    ----
     Employee Signature
                       ---------------------------------------------------------
     
     Signed this                      day of                           , 19    .
                ----------------------      ---------------------------    ----
     Name of Employer
                     -----------------------------------------------------------
     By
       -------------------------------------------------------------------------
                                       (Accepted)
     Title
          ----------------------------------------------------------------------



                                                                               
17   A I M Distributors, Inc.                                               
<PAGE> 

403(b) PLAN
SALARY-DEFERRAL WORKSHEET                                [AIM LOGO APPEARS HERE]
- --------------------------------------------------------------------------------
1.   INSTRUCTIONS

     Under current IRS rules, the maximum amount you may defer from your salary
     is based upon a formula using a number of factors, including current
     salary, years of service, type of employer, and plan contributions made on
     your behalf in past years.
     Simplified, the contribution to your 403(b) plan is the lesser of:

     o    Basic Exclusion Allowance
     o    20% of your gross salary
     o    $9,500

     It is important not to exceed the maximum permitted contribution in any tax
     year. Excess contributions may be subject to federal taxes unless corrected
     by April 15 of the tax year following the tax year for which the
     contribution is made. Excess contributions, not corrected, are also subject
     to a 6% non-deductible annual excise tax.
        Please note that some employees of certain church organizations and
     employees of more than one qualified organization are subject to somewhat
     different limitations. Also, special "catch-up" provisions may permit you
     to exceed the basic limits. If you think you may qualify for such special
     treatment, consult your tax adviser for details.
        The worksheet below will help you determine the amount you may defer.
     However, you may be required to further reduce this amount if your employer
     is making plan contributions in addition to your deferrals or you are 
     currently making salary-deferral contributions to other retirement plans.
     You should keep this worksheet for your own records. Do not return it to
     AIM.

- --------------------------------------------------------------------------------
2.   WORKSHEET DEFINITIONS

     Current Salary      $                = Current annual salary (before
                          ---------------   salary-deferral contributions)
     Service Years                        = Years of service with current
                          ---------------   employer (enter whole and fractional
                                            years; however, if less than 1 year,
                                            use "1" year).
     Prior Contributions $                = All contributions (excluding this 
                          ---------------   year's salary deferrals) made by
                                            your present employer to a pension
                                            or profit sharing plan, state
                                            teachers retirement plan,403(b)
                                            plan, 457 deferred compensation
                                            plan or SEP-IRA.
     Prior Deferrals     $                = All salary deferrals made to 403(b)
                          ---------------   plans, including tax-sheltered
                                            annuities, 457 plans (relating to 
                                            state deferred compensation plans),
                                            SAR-SEP, and 401(k) plans on your
                                            behalf by your present employer in 
                                            past years.
     Current Deferrals   $                = Your salary-deferral contributions
                          ---------------   made in the current tax year. This
                                            amount may be zero or the amount 
                                            deferred year to date.

- --------------------------------------------------------------------------------
3.   BASIC EXCLUSION ALLOWANCE FOR SALARY DEFERRALS:
<TABLE>
         <S>                                       <C>                         <C>

         a. $                                      x                 x  .1667  = $
             -------------------------------------    ---------------             ------------------------------
                     Current Salary                    Service Years            
         b. $                                      + $                         = $
             -------------------------------------    -----------------------     ------------------------------
                    Prior Contributions                Prior Deferrals
         c. $                                      - $                         = $
             -------------------------------------    -----------------------     ------------------------------
                       Total Line a                      Total Line b              Basic Exclusion Allowance
         d. $                                      x .20                       = $
             -------------------------------------                                ------------------------------
                         Current Salary                                            Employer's Contribution Limit
         e. $9,500 -                                                           = $
                     -----------------------------                                ------------------------------
                     Current Year's Salary Deferral                                    Salary Deferral Limit
                      
         f. Your Basic Salary Deferral Limit is the lesser of c, d, or e       = $
                                                                                  ------------------------------
</TABLE>



19
<PAGE> 
4.   SPECIAL INCREASE IN DOLLAR LIMITATION:

     This option is only available if you have at least 15 years of service with
     the same qualified employer. This Special Increase in the Dollar Limitation
     may permit you to exceed the $9,500 salary-deferral limit.

<TABLE>
         <S>                                       <C>                         <C>

         g. ($5,000 x                          )   - $                         = $
                     --------------------------       ------------------------    -----------------------------
                           Service Years                   Prior Deferrals

         h. Total of Special Increase Dollars(1) used in prior years
              under this option                                                = $
                                                                                  -----------------------------
         i. $15,000 - $                                                        = $
                       ------------------------                                   -----------------------------
                          Amount on Line h

         j. Lesser of lines g or i or $3,000                                   = $
                                                                                  -----------------------------

         k. $9,500 +                                                           = $
                    ---------------------------                                   -----------------------------
                       Amount on Line j                                               Special Deferral Limit
 
         l. The maximum amount you can defer is the lesser of lines
                 c, d, or k                                                    = $
                                                                                  -----------------------------
</TABLE>

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

5.   "CATCH-UP" OPTIONS

     Employees of a qualified organization(2) may elect to use one of three
     special "catch-up" options to increase your 403(b) contribution. Each
     option is irrevocable and once chosen, no other "catch-up" option may be
     used in future years. However, an individual may choose to use the Basic
     Exclusion Allowance in any year instead of the "catch-up" option. NOTE: The
     "catch-up" options calculate the total amount your employer plus you may
     contribute. Your salary deferral may not exceed $9,500 even if the total
     "catch-up" amount is greater than $9,500.

<TABLE>
<CAPTION>
     OPTION A-May be elected only in the year in which the participant separates
     from service.
         <S>                                                                   <C>
         m. Amount on line c, recalculated using steps a, b, c based on
            only the last 10 years of service                                  = $
                                                                                  ------------------------------
         n. The option's limit is the lesser of line m or $30,000
             (Your salary-deferral contribution is limited to $9,500.)         = $
                                                                                  ------------------------------
     OPTION B-May be elected in any year of service.

         o. Amount on line c                                                   = $
                                                                                  ------------------------------
         p. $3,200 + $                                                         = $
                      ----------------------                                       ------------------------------
                          Total Line d
 
         q. Option b overall limit                                             = $      $15,000
                                                                                  ------------------------------
         r.  The maximum contribution under this option is the lesser
                of line o, p or q 
                (Your salary-deferral contribution is limited to $9,500.)      = $
                                                                                  ------------------------------
     OPTION C-May be elected in any year of service.

         s.                             x .20                                  = $
            ---------------------------                                           ------------------------------
                   Current Salary
         t. The maximum contribution under this option is the lesser 
              of line s, or $30,000
             (Your salary-deferral contribution is limited to $9,500.)         = $
                                                                                  ------------------------------
</TABLE>


     (1) Special Increase in Dollar Limitation permits you an additional 
     lifetime contribution up to $15,000, not to exceed $3,000 extra in any one
     year. Step h accounts for previous contributions made under this option. 
     (2) A "qualified organization" is an educational organization [described 
     in IRC Section 170(b)(1)(A)(ii)], hospital, home health service agency
     [described in IRC Section 501(c)(3) and which has been determined by the
     Secretary of Health, Education, and Welfare to be a home health agency, as
     defined in Section 1861(o) of the Social Security Act], health and welfare
     service agency, church or convention or association of churches [described
     in IRC Section 414(e)] or an organization which is exempt from tax under 
     IRC Section 501 and which is controlled by or associated with a church or a
     convention or association of churches. 
        You should review these calculations with your tax adviser. You may also
     want to consult the Internal Revenue Service Publication 571 as an
     additional source of information. The Custodian, its agent or the sponsor
     of the AIM 403(b) Plan will not provide legal or tax advice, nor calculate
     your 403(b) plan contributions.



20   [AIM LOGO APPEARS HERE] A I M Distributors, Inc.

<PAGE> 
403(b)(7) PLAN
CUSTODIAL AGREEMENT

ARTICLE I.  EFFECTIVE DATE

   This AIM 403(b)(7) Custodial Agreement shall become effective on the date on
which the Custodian or its agent, A I M Distributors, Inc., receives
incorporated AIM 403(b)(7) Application executed by the Employee.

ARTICLE II.  DEFINITIONS

   2.01. ACCOUNT OR FUND(S) means the separate account or accounts established
and maintained by the Custodian for an Employee pursuant to this Agreement.
   2.02. AGREEMENT OR AIM 403(b)(7) AGREEMENT means this document and the
Application.
   2.03. AIM FUND(S) means any of the mutual funds which are distributed by
A I M Distributors, Inc. and are part of The AIM Family of Funds--Registered 
Trademark--.
   2.04. APPLICATION OR AIM 403(b)(7) APPLICATION means the document(s) which
established the Agreement and is (are) executed by the Employer, Employee and
Custodian.
   2.05. BENEFICIARY means the person or persons (including entities) designated
by the Employee as entitled to receive the Account balance, if any, at the
Employee's death. If at the time of the Employee's death, no designated
Beneficiary is alive, Beneficiary shall mean the Employee's surviving spouse or,
if the Employee does not have a surviving spouse, the Employee's estate.
   2.06. CODE means the Internal Revenue Code of 1986, as amended.
   2.07. CONTRIBUTIONS shall mean Salary Reduction Contributions and/or Employer
Contributions.
   2.08. CUSTODIAN means the party who executed the Application as Custodian,
and any successor thereto, provide that such successor is either a bank or
another person who satisfies the requirements of Code Section 401(f)(2).
   2.09. DESIGNATION OF BENEFICIARY means a form executed and submitted to the
Custodian in accordance with the terms of Article IX.
   2.10. DISABILITY means the inability of the Employee to engage in any
substantial gainful activity because of any medically determinable physical or
mental impairment which can be expected to result in death or to be of
long-continued and indefinite duration. The Employee shall not be considered to
be suffering from Disability until the Custodian has received certification from
the Employer to such effect.
   2.11. DISTRIBUTOR means A I M Distributors, Inc. and any successor thereto.
   2.12. EMPLOYEE means an individual who is employed by the Employer and who
has properly executed the Application.
   2.13. EMPLOYER means the employer who is listed on the Application.
   2.14. EMPLOYER CONTRIBUTIONS mean the amount, if any, transmitted by the
Employer to the Custodian for addition to the Employee's Account other than
Salary Reduction Contributions.
   2.15. SALARY REDUCTION CONTRIBUTION means the amount not included in the
Employee's compensation pursuant to a written salary reduction agreement and
transmitted by the Employer to the Custodian for addition to the Employee's
Account.

ARTICLE III. MAINTENANCE OF A CUSTODIAL ACCOUNT

   3.01. SALARY REDUCTION CONTRIBUTIONS TO THE ACCOUNT. The Employee may make
Salary Reduction Contributions to the Account. Any salary reduction agreement
between the Employer and the Employee shall be effective only as to amounts
earned by the Employee after such agreement becomes effective. Each such
agreement shall be legally binding and irrevocable with respect to compensation
subsequently earned. A salary reduction agreement may be terminated by written
notice received at least 30 days prior to the date of termination. The Employer
and Employee shall not enter into more than one salary reduction agreement in
any one taxable year of the Employee.
   3.02. TRANSFERS TO AND FROM THE ACCOUNT. All direct or indirect asset
transfers to an Account from an existing custodial account described in Code
Section 403(b)(7) or an annuity contract qualified under Code Section 403(b)(1)
shall be in cash unless the Custodian otherwise consents. Direct transfers into
an account may be accepted to the extent permitted by the Code. The Employee has
the right by proper written instruction to cause a transfer of cash or, if
agreed to by the Custodian, shares of AIM Fund(s) to another custodial account
described in Code Section 403(b)(7), an annuity contract qualified under Code
Section 403(b)(1), an individual retirement account described in Code Section
408(a) or an individual retirement annuity described in Code Section 408(b).
   3.03. ROLLOVERS TO THE ACCOUNT. The Employee shall be permitted to make
rollover contributions to the Account of an amount received by the Employee that
is attributable to participation in another annuity or custodial account which
meets the requirements of Section 403(b) of the Code. Neither the Custodian nor
the Distributor shall have responsibility to ensure that contributions under
3.02 or 3.03 satisfy the applicable provisions of the Code.
   3.04. EMPLOYER CONTRIBUTIONS. In addition to Salary Reduction Contributions,
the Employer may make a contribution to the Account on behalf of the Employee in
accordance with any retirement plan, fund or program for which the Employee is
eligible, subject to the limitations under 3.05.
   3.05. CONTRIBUTION LIMITS.
     (a) Unless the Employee has made a special election as described under
Section 415(c)(4) of the Code, the total amount of annual additions that may be
made to the Account on behalf of the Employee for any limitation year shall not
exceed the lesser of:
       (i) $30,000 (or, if greater, one-fourth the defined benefit plan
dollar limitation in effect under Section 415(b)(1) of the Code for the 
limitation year); or
       (ii) 25 percent of the Employee's compensation (within the meaning of
Section 415(c)(3) of the Code) for the limitation year.
     (b) For purposes of this subsection (a) above, the term "annual additions"
shall include contributions to the Account under 3.01 (pertaining to Salary
Reduction Contributions) for the limitation year.
     (c) The term "limitation year" shall mean the calendar year, unless the
Employee elects to change the limitation year to another twelve-month period by
attaching a statement to his or her federal income tax return in accordance with
the regulations under Section 415 of the Code. If the Employee is in control of
the Employer (within the meaning of Code Section 414(b) or (c), as modified by
Code Section 415(h)), the limitation year shall be the same as the limitation
year of the Employer under Section 415 of the Code.
     (d) If the Employer or any affiliated employer as described in Section
415(h) of the Code makes contributions on behalf of the Employee to any other
annuity contract described in Section 403(b) of the Code, then the contributions
to such annuity contract shall be combined with the contributions to the Account
for purposes of the limitations of subsection (a) above.
   3.06. LIMITATIONS ON SALARY REDUCTION CONTRIBUTIONS. For any taxable year
beginning after December 31, 1986, Salary Reduction Contributions shall not
exceed the amount of $9,500, as adjusted in accordance with Code Section
402(g)(4), or such greater amount as may be permitted with respect to the
Employee for the taxable year under Code Section 402(g)(8).

ARTICLE IV. INVESTMENT OF CONTRIBUTIONS

   4.01. PURCHASE OF SHARES. As soon as is practical after the Custodian
receives a Contribution, it shall invest such Contribution in shares of the
designated AIM Fund(s).
   4.02. REPORTS AND VOTING OF SECURITIES. The Custodian shall deliver to
the Employee or, if applicable, his other Beneficiary, any notices,
prospectuses, financial statements, proxies and proxy solicitation materials
received by it with respect to investments made for the Employee's Account.
   4.03. DIVIDEND. All capital gain distributions and dividends received on the
shares of the selected AIM Fund(s) shall be automatically reinvested in shares
of the Fund consistent with the Employee's investment instruction in effect on
the date such dividend or distribution is paid.

ARTICLE V. DISTRIBUTIONS AND WITHDRAWALS

   5.01. INSTRUCTIONS TO CUSTODIAN. The Custodian shall not be responsible for
making any distributions until such time as it has been notified in writing by
the Employee to begin making distributions. No distribution will be made upon
the death of the Employee unless the Custodian has been notified in writing of
the Employee's death. The Custodian may require adequate verification of such
death. Distributions to the Employee (or, if applicable, his or her Beneficiary)
of amounts in the Account shall be made in cash and/or, if the Distributor
consents, in kind.
   5.02. EMPLOYEE WITHDRAWALS.
     (a) After Attainment of Age 59-1/2. At any time after the Employee attains
age 59-1/2, he or she may withdraw amounts from his or her Account by making
written instructions to the Custodian as to the amounts to be so withdrawn.
     (b) Hardship Withdrawals. An Employee who has a financial hardship,
as determined by the Employer, and who has made all available withdrawals
pursuant to the paragraph above and pursuant to the provisions of any other
plans of the Employer and any related entities of which he is a member and who
has obtained all available loans pursuant to the provisions of any other plans
of the Employer and any related entities of which he or she is a member may
withdraw from his Account an amount not to exceed the lesser of the balance of



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his Account or the amount determined by the Employer as being available for
withdrawal pursuant to this paragraph. For purposes of this paragraph, financial
hardship means the immediate and heavy financial needs of the Employee. A
withdrawal based upon financial hardship pursuant to this paragraph shall not
exceed the amount required to meet the immediate financial need created by the
hardship and not reasonably available from other resources of the Employee. The
determination of the existence of an Employee's financial hardship and the
amount required to be distributed to meet the need created by the hardship shall
be made by the Employer. A withdrawal shall be deemed to be made on account of
an immediate and heavy financial need of an Employee if the withdrawal is on
account of:
       (i) medical expenses described in Section 213(d) of the Code incurred by
the Employee, the Employee's spouse or any dependents of the Employee (as
defined in Section 152 of the Code);
       (ii) purchase (excluding mortgage payments) of a principal residence of
the Employee;
       (iii) payment of tuition for the next semester or quarter of
post-secondary education of the Employee, or the Employee's spouse, children or
dependents (as defined in Section 152 of the Code);
       (iv) the need to prevent the eviction of the Employee from his principal
residence or foreclosure on the mortgage of the Employee's principal residence;
       (v) such other financial needs which the Commissioner of Internal Revenue
may deem to be immediate and heavy financial needs through the publication of
revenue rulings, notices and other documents of general applicability; or
       (vi) such other circumstances as the Employer determines, and certifies,
as an immediate and heavy financial need of the Employee in accordance with
applicable governmental regulations and procedures adopted by the Employer.
   The decision of the Employer shall be final and binding, provided that all
Employees similarly situated shall be treated in a uniform and nondiscriminatory
manner. The above notwithstanding, (a) withdrawals under this paragraph from an
Employee's Account shall be limited to the sum of the Employee's Salary
Reduction Contributions to his Account, plus income allocable thereto and
credited to the Employee's Account as of December 31,1988, less any previous
withdrawals of such amounts. An Employee who makes a withdrawal under this
paragraph may not again make Salary Reduction Contributions or employee
contributions to the Account or to any other qualified or nonqualified plan of
the Employer or any related entity for a period of twelve months following such
withdrawal. Further, such Employee may not make Salary Reduction Contributions
to the Account or to any other plan maintained by the Employer or any related
entity for such Employee's taxable year immediately following the taxable year
of the withdrawal in excess of the applicable limit set forth in Section 402(g)
of the Code for such next taxable year less the amount of such Employee's Salary
Reduction Contributions for the taxable year of the withdrawal.All hardship
withdrawals shall be made by executing the Financial Hardship Form prescribed by
AIM Distributors and completed and signed by the Employer and filing such form
with AIM Distributors prior to the proposed date of withdrawal.
   5.03. DISTRIBUTIONS AT SEPARATION FROM SERVICE. Unless the Employee otherwise
irrevocably elects in writing within 60 days after the Employee's separation
from service with the Employer, and the Custodian consents to such election,
distribution of the Account shall be made in a lump sum 90 days after the
Employee's separation from service. If the Employee makes such an election,
distribution of the Account shall not commence until the date specified in such
election unless the Employee earlier dies or becomes disabled as defined in this
Agreement.
   If the Employee wishes to make such an irrevocable election, he or she may do
so by filing a written notice with the Custodian in a form acceptable to
the Custodian. The written notice to the Custodian shall list the date on which
distribution shall commence, the period over which distribution shall be made,
and amount(s) of each distribution. The Employee may not elect either (a) a date
for commencement of distribution which delays the commencement of distribution
from the Account beyond April 1 following the calendar year during which the
Employee attains age 70-1/2 or (b) a form of distribution which results in the
present value (determined at the time distribution commences) of payments to be
made to the Employee over the Employee's life expectancy (as determined under
Section 1.72-9 of the Treasury Regulations) equaling less than 50% of the
present value of the total payments to be made.
   5.04. DISTRIBUTIONS AT THE EMPLOYEE'S DEATH. At the Employee's death, if such
Employee has not already specified the form of distribution, the Beneficiary (or
each beneficiary if there is more than one) may elect the form of distribution.
Such election, which will be irrevocable, must be in writing and provided to the
Custodian within 60 calendar days after the Custodian has received notification
of the Employee's death. If such an election is not made in the time provided,
distribution of the Account shall be made in a lump sum 90 days after the
Custodian receives notification of the Employee's death. Any form of
distribution must comply with the following requirements:
     (a) Death While Receiving Distributions. If the Employee had already
begun to receive distributions from the Account and the Employee's spouse is not
the Beneficiary, the Account balance which remains at the time of the Employee's
death shall be distributed to the Beneficiary at least as rapidly as under the
distribution method being used at the time of the Employee's death.
     (b) Death Prior to Receiving Distributions. If the Employee had not begun
to receive distributions at his or her death and the Employee's spouse is not
the Beneficiary, the entire Account balance which remains at the time of the
Employee's death shall be distributed to the Beneficiary either (i) within five
(5) years, or (ii) in installments over a period not exceeding the life
expectancy of the Beneficiary (as determined as of the date of the Employee's
death by using the return multiples contained in Section 1.72-9 of the Treasury
Regulations), provided that such distributions commence within one year after
the date of the Employee's death.
     (c) Spousal Beneficiary. If the Employee's spouse is the Beneficiary,
regardless of whether distributions to the Employee have already commenced, this
Section 5.04 shall be applied to the spouse as though the spouse were the
Employee and, as though the spouse, as Employee, separated from service with the
Employer on the date of the Employee's death.
   5.05. DISTRIBUTION UPON DISABILITY. If the Employee becomes disabled
as defined in this Agreement after his or her separation from service with the
Employer, he or she shall receive a lump sum distribution of the Account 90 days
after the date of such Disability unless, within 60 days after the date of such
Disability, the Employee elects another time for commencement and/or form of
distribution and the Custodian consents to such election. The Employee may not
elect either (a) a date for commencement of distribution which delays the
commencement of distribution from the Account beyond the first April 1 following
the calendar year during which the Employee attains age 70-1/2 or (b) a form of
distribution which results in the present value (determined at the time
distribution commences) of payments to be made to the Employee over the
Employee's life expectancy (as determined under Section 1.72-9 of the Treasury
Regulations) equaling less than 50% of the present value of the total payments
to be made.
   5.06. DISTRIBUTION OF EXCESS DEFERRAL. Upon written notice to the Custodian
from the Employee, by the first March 1 following the close of the taxable year
of the Employee, that "excess deferrals" (as that term is defined in Code
Section 402(g)(2)(A)) have been made with respect to the Account for such
taxable year, the Custodian shall distribute to the Employee such "excess
deferrals" not later than the first April 15 following the close of such taxable
year. The Employer shall have sole responsibilities for determining such an
excess deferrals and timely notification to the Custodian.
   5.07. DISTRIBUTION TO INCOMPETENTS. If a distribution is payable to a person
known by the Custodian to be a minor or a person under a legal disability, the
Custodian may, in its absolute discretion, make all or any part of the
distribution to (a) a parent of such person, (b) the guardian, committee or
other legal representative, wherever appointed, of such person, including a
custodian for such person under a Uniform Gifts to Minors Act or similar act,
(c) any person having the control and custody of such person, or (d) to such
person directly.

ARTICLE VI. CUSTODIAN

   6.01. DUTIES. The Custodian shall:
     (a) Receive transmitted Contributions;
     (b) Provide safekeeping for the assets in the Account;
     (c) Collect income;
     (d) Execute orders for purchase, sale or exchange of shares of the AIM
Fund(s) and make settlements in accordance with general practice;
     (e) Maintain records of all transactions in the Account;
     (f) Transmit to each Employee, not less frequently than annually,
appropriate statements of the amount of the Custodian's compensation, if any,
charged to the Account;
     (g) File with the Internal Revenue Service and/or any other government
agency such returns, reports, forms and other information as may be prescribed
as the responsibility of the Custodian in its capacity as Custodian by the
applicable statue and regulations thereunder; and
     (h) Perform all other duties and services consistent with the purposes and
intentions of this Agreement.
The Custodian may perform any of its administrative duties through other persons
designated by the Custodian from time to time, including persons otherwise
unaffiliated with the Custodian.
   6.02. SHARE REDEMPTIONS. If cash funds are required to pay taxes, fees, or
other expenses pursuant to Article VI or to make payments to the Employee or his
or her Beneficiary pursuant to Article V, the Employee (or Beneficiary, if
applicable) shall redeem shares of the AIM Fund(s) held in the Employee's
Account.
   6.03. LIMITATIONS ON LIABILITIES AND DUTIES.
     (a) The Custodian shall be fully protected in acting or omitting to take
any action in reliance upon any document, order or other direction believed by
the Custodian to be genuine and properly given. Conversely, the Custodian shall




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be fully protected in acting or omitting to take any action in reliance on its
belief that any document, order or other direction either is not genuine or was
not properly given.
     (b) To the extent permitted by law, 30 days after providing to the Employee
the statements required under Section 6.01(f), the Custodian shall be released
and discharged from all liability to the Employee or any third party as to the
matters contained in such statement unless the Employee files written objections
with the Custodian within such 30-day period.
     (c) In no event shall the Custodian or Distributor be under a fiduciary
duty to the Employee in regard to the selection of investments or be liable for
any loss incurred on account of a selected investment.
     (d) The Custodian and Distributor shall have no responsibility with regard
to the initial or continued qualification of the Account under Code Section
403(b)(7) or with regard to whether the Account or any Contributions
to the Account satisfy any applicable minimum participation, coverage or
nondiscrimination requirements under the Code.
     (e) Neither the Custodian nor the Distributor shall be obligated to
determine the amount of any Contribution due or to collect any Contribution from
the Employee or Employer.
     (f) Neither the Custodian nor the Distributor shall be held responsible for
determining the amount, character, or timing of any distribution to the
Employee.
     (g) Neither the Custodian nor the Distributor shall have responsibility,
and the Employee shall have sole responsibility, with respect to the computation
of the Employee's "exclusion allowance" as defined in Code Section 403(b)(2),
any applicable limitation(s) on contributions under Code Section 402(g) and Code
Section 415(c), any election available to the Employee under Code Section 415,
or any matters relating to any tax consequences with respect to Contributions,
Account earnings, Account distributions, transfers or rollovers.
     (h) The Custodian shall not be required to carry out any instructions not
given in accordance with this Agreement and neither the Custodian nor the
Distributor shall be liable for loss of income, or for appreciation or
depreciation in share value that shall result from the Custodian's failure to
follow instructions not given in accordance with this Agreement.
     (i) If instructions are received that, in the opinion of the Custodian, are
unclear, neither the Custodian nor the Distributor shall be liable for loss of
income, or for appreciation or depreciation in share value during the period
preceding the Custodian's receipt of written clarification of the instructions.
     (j) The Custodian shall have no responsibility to make any distribution or
process any withdrawal by order of the Employee or Beneficiary unless and until
the requisite written instructions specify the occasion for such action and the
Custodian is furnished with any and all applications, certificates, tax waivers,
signature guarantees and other documents (including proof of any legal
representative's authority) deemed necessary or advisable by the Custodian.
     (k) The Custodian shall neither assume nor have any duty of inquiry about
any matter arising under the Plan.
     (l) Neither the Custodian nor the Distributor shall have any liability to
the Employee or Beneficiary for any tax penalty or other damages resulting from
any inadvertent failure by the Custodian to make a distribution under this
Agreement.
     (m) Neither the Custodian nor the Distributor shall be liable for interest
on temporary cash balances, if any, maintained in the Account.
     (n) To the extent permitted by law, the Employee shall always fully
indemnify the Custodian and hold it harmless from any and all liability
whatsoever which may arise either (i) in connection with this Agreement and
matter which it contemplates (except that which arises due to the Custodian's
gross negligence or willful misconduct) or (ii) with respect to making or
failing to make distribution, other than for failure to make distribution in
accordance with instructions therefore which are in full compliance with both
Article IX and this Section 6.03.
     (o) Except as required by law, the Custodian shall not be obligated or
expected to commence or to defend a legal action or proceeding in connection
with this Agreement, unless the Custodian and the Employer agree that the
Custodian will defend a given legal action and the Custodian is fully
indemnified for so doing to its satisfaction.
     (p) In no event shall the Employee, Employer, or Distributor have any
responsibility or liability for any acts or omissions of the Custodian (or its
agents or designees) hereunder.
   6.04. COMPENSATION. In consideration for its services hereunder, the
Custodian shall be entitled to receive the applicable fees specified in its then
current fee schedule, if any. The Custodian may substitute a revised fee
schedule from time to time upon 30 days' written notice to the Employer or
Employee. The Custodian shall be entitled to such reasonable additional fees as
it may from time to time determine for services required of it and not clearly
identified on the fee schedule.
   6.05. RESIGNATION AND REMOVAL. The Custodian may resign at any time
by giving at least 30 days' written notice to the Employer or Employee. The
Distributor may remove the Custodian hereunder by giving at least 30 days'
written notice to the Custodian. In each case, the Distributor shall designate a
successor custodian qualified pursuant to Section 2.07 hereof, which successor
custodian shall accept such appointment by a writing to be submitted to the
Employer or Employee and the Custodian.
   On the effective date of its resignation or removal, the Custodian shall
transfer to the designated successor custodian the assets and records (or copies
thereof) of the Account provided, however, that the Custodian may retain
whatever assets it deems necessary for payment of its fees, costs, expenses,
compensation and any other liabilities which constitute a charge on or against
the assets of the Account or on or against the Custodian.

ARTICLE VII. FEES, TAXES AND OTHER EXPENSES

   Any income taxes or other taxes of any kind whatsoever that may be levied
or assessed upon or in respect of the Account (including any transfer taxes
incurred in connection with the investment and reinvestment of Account assets),
expenses, fees and administrative costs incurred by the Custodian in the
performance of its duties (including fees for legal services rendered to the
Custodian), and the Custodian's compensation as determined under Section 6.04,
if any, shall constitute a charge upon the assets of the Account. At the
Custodian's option, such fee, tax or expense shall be paid from the Account or
directly by the Employee.

ARTICLE VIII. PROTECTION OF EMPLOYEE BENEFITS

   At no time shall any part of the Account be used for purposes other than for
the exclusive benefit of the Employee. The Employee's rights to Contributions
shall be nonforfeitable at all times after such Contributions are transferred to
the Custodian.

ARTICLE IX. BENEFICIARY DESIGNATION

   Each Employee may submit to the Custodian a properly executed written
Designation of Beneficiary acceptable to the Custodian who will receive any
undistributed assets held in the Account at the time of the Employee's death.
Any such Designation of Beneficiary shall not be effective unless it is filed
during the Employee's lifetime with the Custodian at the Custodian's home
office. Whether or not fully dispositive of the Account, the most recently filed
Designation of Beneficiary accepted by the Custodian shall be controlling and
all previously filed designations shall be considered superseded and shall have
no effect. To the extent that the Account is not fully disposed of at the time
of the Employee's death, it shall go to the Employee's surviving spouse, if any;
otherwise, to the Employee's estate. If a Beneficiary dies while receiving
distributions, the portion of the Account to which the Beneficiary would have
been entitled (had he or she survived) shall be paid to the Beneficiary's
beneficiary or beneficiaries (or if impossible, to the Beneficiary's estate) in
a lump sum within 90 days after the Custodian receives notification of the
Beneficiary's death.

ARTICLE X. AMENDMENT

   10.01. BY THE DISTRIBUTOR. The Distributor may amend this Agreement in
its entirety or any portion thereof. The Distributor shall provide copies of
such amendment to the Employer and/or Employee. Neither this Section nor any
other portion of this agreement shall impose on the Distributor an affirmative
obligation to amend the Agreement.
   10.02. LIMITATIONS. No amendment shall be made:
     (a) Which would cause or permit any part of the Account to be diverted to
purposes other than for the exclusive benefit of the Employee and/or his or her
Beneficiary, or cause or permit any portion of such assets to revert to or
become the property of the Employer;
     (b) Without the written consent of the Custodian; or
     (c) Which would retroactively deprive any Employee of any benefit to which
he or she was entitled under the Agreement, unless such amendment is necessary,
in the opinion of counsel, to conform the Agreement to, or satisfy the
conditions of, Code Section 403(b), any other law, or any Governmental
regulation or ruling, provided that this prohibition shall not be construed to
prohibit prospective amendment of the Agreement (including prospective amendment
to eliminate a benefit) where such prospective amendment is permitted by law.

ARTICLE XI. TERMINATION

   11.01. AUTOMATIC TERMINATION ON DISTRIBUTION. This Agreement shall terminate
when all the assets held in the Account established hereunder have been
distributed or otherwise transferred out of the Account.
   11.02. TERMINATION ON DISQUALIFICATION. This Agreement shall terminate if,
after notification by the Internal Revenue Service that the Employee's Account
does not qualify under Code Section 403(b)(7), the Employer and/or Distributor
do not make the amendments necessary to so qualify the Account. On such



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termination of this Agreement, the Custodian shall distribute in cash or in
kind, to the Employee or, in the event of the Employee's death, to the
Beneficiary, subject to the Custodian's right to reserve funds as provided in
Section 6.05.

ARTICLE XII. LOANS

   12.01. LOAN APPLICATION AND CONDITIONS. The Custodian may make a loan to an
Employee from the Employee's Account upon the Custodian's receipt of the
Employee's written application in a form acceptable to the Custodian, provided
the following conditions are satisfied:
     (i) each loan shall satisfy rules adopted by the Custodian regarding the
minimum and maximum loan amounts permitted, which rules may be changed at any
time, provided, however, that in no event shall the total of all outstanding
loans to any Employee exceed the lesser of $50,000 (reduced by the highest
outstanding balance of loans from Account during the one year period ending the
day before the day on which such loan is made), or 50% of the balance in the
Employee's Account;
     (ii) each loan shall be evidenced by the Employee's execution of a personal
demand note on a form supplied or approved by the Custodian, and each note shall
specify a reasonable rate of interest as determined by the Custodian and shall
require that the loan be repaid by the Employee in approximately equal
installments (not less frequently than quarterly) over a specified period of
time not exceeding five years;
     (iii) each loan shall be secured by the Employee's Account balance.
   12.02. DEFAULT. If the Employee dies or fails to pay any installment of the
loan when due, the unpaid balance of the loan shall become immediately due and
payable. The Employee may satisfy the loan by paying the outstanding balance of
the loan within such time as may be specified in the note and according to rules
adopted by the Custodian. If the loan and interest are not repaid within the
time specified, the Custodian shall treat the unpaid balance as a deemed
distribution from the Employee's Account, and shall offset the unpaid balance
before making any distribution payment otherwise due under this Agreement to the
Employee or his Beneficiary.
   If an Employee does not repay any portion of the principal amount of a loan
within the required term, the Employee shall continue to be liable for the
unpaid balance of the loan including interest owed on principal payments not
made.
   12.03. RULES OF ADMINISTRATION. The Custodian shall adopt such rules as from
time to time it deems proper under this Article XII (including, but not limited
to rules regarding maximum and minimum amounts of loans, and permitted number of
loans outstanding) which rules shall be applied on a uniform and
non-discriminatory basis. The Custodian reserves the right to charge an
administrative fee for processing and maintaining loans.

ARTICLE XIII. MISCELLANEOUS

   13.01. APPLICABLE LAW. To the extent not preempted by Federal law, this
Agreement shall be construed and administered in accordance with the laws of the
state in which the home office of the Custodian is located. No provision of this
Agreement shall be construed to conflict with any provision of an Internal
Revenue Service regulation, ruling or order affecting the status of this
Agreement under Code Section 403(b)(7).
   13.02. EMPLOYER'S SIGNATURE. If the Employer does not sign the Application
and is not required to do so under the Code and the regulations thereunder, the
Employee, to the extent allowed by law, assumes all obligations and
responsibilities of the Employer under this Agreement.
   13.03. CHANGE OF ADDRESS. The Employer or if permitted by the Custodian, the
Employee, shall notify the Custodian in writing of any change of address within
30 days of such change.
   13.04. NOTICE. Any notice from the Custodian to the Employee pursuant to this
Agreement shall be effective when sent by U.S. Mail to the address of record of
the Employer or Employee. Any notice to the Custodian pursuant to this Agreement
shall be by first class mail addressed to its home of office.
   13.05. SUCCESSORS. This Agreement shall be binding upon and shall inure
to the benefit of the successors in interest of the parties hereto.
   13.06. CONSTRUCTION. It is intended that this Agreement, together with the
other documents that compose the 403(b)(7) arrangement pursuant to which the
Employee's funds are invested under this Agreement, qualify as a custodial
account under Code Section 403(b)(7). This Agreement shall be construed and
limited by applicable laws, and the powers and discretions conferred hereunder
shall be exercised in a manner consistent with that purpose. Subject to the
foregoing provisions of this Section 12.06, in the event of any conflict between
these Articles I through XII and the documents incorporated in this Agreement by
reference, the provisions of these Articles I through Xll shall prevail.
   13.07. SEPARABILITY. If any provision of this Agreement shall be held invalid
or illegal for any reason, such determination shall not affect any remaining
provisions of this Agreement, but this Agreement shall be construed and enforced
as if such invalid or illegal provision had never been included in this
Agreement.
   13.08. STATUTORY REQUIREMENTS. In the event any applicable state or local
law, regulating or rule conflicts with and/or supplements the terms of this
Agreement, such law, regulation or rule shall be deemed to supersede and/or
supplement the terms of this Agreement, provided that the Distributor and the
Custodian receive written notice of such law, regulation or rule.
   13.09. RETIREMENT PLAN PROVISIONS SHALL CONTROL. In the event Contributions
are being made to the Account pursuant to any retirement plan or program
sponsored by the Employer, to the extent any provisions of this Agreement are
inconsistent with such retirement plan or program, the provisions of the
Employer's retirement plan or program shall control, provided:
     (a) such provisions are not contrary to the rules and regulations under
Section 403(b)(7) of the Code; and
     (b) such provisions do not impose any additional responsibilities or
duties on the Custodian without its prior written consent. The Employer shall be
responsible for delivering the most recent copy of any such retirement plan or
program to the Custodian.
   13.10. ERISA REQUIREMENTS. If the Agreement is determined to constitute part
of an "employee benefit plan" established or maintained by the Employer within
the meaning of Title I of the Employee Retirement Income Security Act of 1974,
as amended, then the Employer shall have sole responsibility and be solely
responsible for ensuring that such employee benefit plan complies at all times
within such law, including, but not limited to, any reporting and disclosure
requirement thereunder.
   13.11. PLAN ADMINISTRATION. Absent a separate written agreement to the
contrary, neither the Custodian nor the Distributor shall be considered the plan
administrator for any purpose under the Code or the Employee Retirement Income
Security Act of 1974, as amended.



24
<PAGE> 
AIM 403(b) PLAN
LOAN PROVISION TERMS AND CONDITIONS
Please retain for your records

AMOUNT
o    The maximum loan amount is the lesser of:
     50% of your AIM 403 (b) Plan Employee account balance or $50,000 (reduced 
     by the highest outstanding loan balance in past 12 months).
o    The minimum loan amount is $1,000.
o    Each account may have no more than one outstanding loan at any time.
o    Contact our Customer Service department at 1 (800) 949-4246 ext. 5222
     for details.
o    Loans are not available for AIM B Shares

LOAN DURATION
The maximum loan duration is five years. The AIM 403(b) Plan does not provide
an extended loan term for the purchase of a principal residence.(1)

RATE OF INTEREST
The interest rate shall be based on the prime rate plus one point as quoted in
The Wall Street Journal on the first business day of the month in which the loan
is granted.

AUTOMATIC REPAYMENT METHOD
If you choose this method, loan payments will be deducted directly from your
checking account on or about the twenty-fifth (25th) of each month, starting on
the second month following the issuance of the loan check. Repayments (principal
and interest) are applied to the particular fund from which the loan was
granted or the fund currently selected to receive repayments. IF A LOAN IS FROM
MORE THAN ONE FUND, THE LOAN REPAYMENTS MUST BE MADE TO ONE PREDESIGNATED AIM
FUND ONLY. (Repayments will not be accepted through payroll deductions.)

COUPON REPAYMENT METHOD
If this method is chosen, A I M Fund Services, Inc. (with its affiliates,
referred to in this agreement as "AIM") will provide you with a repayment
coupon booklet that specifies your monthly payment schedule for the duration of
the loan.  You will be responsible for mailing your loan repayments and the
coupon stub directly to AIM. Payments must be received by the 25th of each
month, starting on the second month following the issuance of the loan check.

                                                                     (continued)

                                                         [AIM LOGO APPEARS HERE]
<PAGE> 
AIM 403(b) PLAN
LOAN PROVISION TERMS AND CONDITIONS
Please retain for your records

LOAN APPLICATION FEE
If you choose the Automatic Repayment Method, there is a $50 application fee.
If you choose the Coupon Repayment Method, the application fee is $100. The
application fees are non-refundable and must be paid by check (made payable to
A I M Fund Services, Inc.). The application fee must accompany the loan
application to initiate the loan process.

ANNUAL FEES
For the Automatic Repayment Method the annual fee is $25. The annual fee for
Coupon Repayment Method is $50. The annual fee is deducted directly from your
AIM 403(b) Plan account in early December and cannot be paid with a separate
check.

LOAN PROCESS
Participants wishing to exercise the AIM 403(b) Plan loan provision are required
to complete and sign the Loan Application, Promissory Note and Security
Agreement, Automatic Repayment Method Authorization Form (if applicable), and
Truth in Lending Disclosure Statement. When all documents are received in good
order, a check for the requested loan amount will be mailed to your address of
record within 10 business days.

REPAYMENT PROCEDURE
All loans must be repaid in monthly installments and within the lesser of five
years or by the time required distributions must begin at age 70 1/2 or before
all of the assets are transferred out of the account.

DEFAULT PROCEDURES
A default shall occur upon AIM's failure to receive two consecutive monthly
installments when due. In the event of default, AIM shall serve the Participant
with a written notice of default. Within fifteen (15) days of the date of such
notice, the Participant shall tender to AIM all outstanding principal and
interest payments due as of the date of the notice of default. If the
Participant fails to remit such amount, AIM may deem the outstanding principal
balance to be a distribution of the Participant's account and will generate a
Form 1099R in the amount of the deemed distribution at the end of the year.

PREPAYMENT
Loans may be prepaid at any time. There is no prepayment penalty. Please
contact a Qualified Plans Representative at 1-800-949-4246 ext. 5222 for your
pay-off amount.

SECURITY
As security for the payment of this note, the Participant hereby grants to AIM
a security interest in the Participant's account balance in the account.

IMPORTANT
AIM assumes no responsibility for current or future tax consequences resulting
from this transaction. Participants should consult their tax advisers for
information concerning their particular situations. Participants assume
responsibility for all tax consequences if monthly payments are not made on a
timely basis.

[AIM LOGO APPEARS HERE]
<PAGE> 
AIM 403(b) PLAN
LOAN APPLICATION

Please complete this loan application and send it with your application fee to
the address below. Once received, AIM will return the necessary documentation
to begin the loan process. Please allow 3-4 weeks for AIM to secure the
necessary documentation and to complete the loan process.

I hereby submit to AIM this application to borrow funds from my AIM 403(b)
Plan account.

Date of Application                           AIM Account No.
                   ------------------------                  -------------------
Social Security Number                        Date of Birth
                      ---------------------                ---------------------
Name
    ----------------------------------------------------------------------------
Address
       -------------------------------------------------------------------------
City                                          State               Zip
    ---------------------------------------        -------------     -----------
Phone: Home (   )                             Work (   )
                 --------------------------             ------------------------

Please write in the name of each AIM fund from which the loan will be
withdrawn:

AIM                                           Fund        $
   -------------------------------------------             ---------------------
AIM                                           Fund        $
   -------------------------------------------             ---------------------
AIM                                           Fund        $
   -------------------------------------------             ---------------------
AIM                                           Fund        $
   -------------------------------------------             ---------------------
                   Total MUST equal amount of loan        $
                                                           ---------------------

REPAYMENTS: My loan repayments are to be made to the AIM _______________ Fund.
                                                         (ONE fund only)

All provisions of the AIM 403(b) Plan Custodial Agreement, as amended from time
to time, are incorporated herein by reference. Applicant assumes responsibility
for all tax consequences. AIM assumes no responsibility for current or future
tax consequences resulting from this transaction. We suggest that you consult
your tax adviser for information concerning your particular situation.

X
 --------------------------------------       ----------------------------------
 Applicant's Signature                        Date

IMPORTANT: A check made payable to A I M FUND SERVICES, INC. for your
non-refundable application fee must accompany this application to initiate the
loan process.

My loan repayment method is:   [ ] Automatic Repayment ($50 application fee) or
                               [ ] Coupon Repayment ($100 application fee)

A I M Fund Services, Inc., Attn: 403(b) Loan Applications, P.O. Box 4399,
Houston, TX 77210-4399

                                                         [AIM LOGO APPEARS HERE]
<PAGE> 

AIM 403(b) PLAN
AUTOMATIC REPAYMENT METHOD AUTHORIZATION

The Automatic Repayment Method enables you to make monthly loan repayments via
bank drafts from your checking account.  The bank drafts are an electronic
transfer of funds from your bank to AIM's bank through the National Automated
Clearing House Association (NACHA). Please verify whether your bank participates
in the National Automated Clearing House Association (NACHA) before submitting
this authorization. (If it does not, you must repay your loan by monthly check
and the loan application fee is $100.) As soon as your bank has accepted your
authorization, and only if your bank is a member of the National Automated
Clearing House Association (NACHA), the amount of each payment will be
electronically deducted from your checking account on, or about, the
twenty-fifth (25th) of each month, starting the second month following the
issuance of the loan check. The bank will process the Electronic Fund Transfer
and a debit entry will appear on your checking account statement.

Please complete this form to authorize AIM to have your loan repayments
deducted from your personal checking account.  Attach a voided personal check
in the space provided below.

Make each of my pre-authorized loan payments for $___________ (amount of
monthly loan repayment), and invest into the:

                         AIM ____________________ Fund.

ATTACH YOUR VOIDED CHECK HERE.

    ------------------------------------------------------------------------
        John Doe                                                      000
        123 Main St.
        Anywhere, USA 12345

        ______________________________________     $_____________________

        _________________________________________________________________

        ___________________________           ___________________________

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

Name of Bank
            ----------------------------------------------------------------
Address of Bank                                 Bank Phone #
               -------------------------------              --------------------
Bank Account #                                  ABA Routing #
               -------------------------------               -------------------

Please honor drafts on my account by A I M Fund Services, Inc. ("AIM"). Your
authority to so do shall continue until you receive further notice from me
revoking this authority. You may terminate your participation in this
arrangement by written notice either to AIM or me. I agree that your rights
with respect to each draft shall be the same as if it were drawn by me. I
further agree that should any draft be dishonored, with or without cause,
intentionally or inadvertently, you shall be under no liability whatsoever.

<TABLE>
<S>                                                 <C> 
- ----------------------------------------   -------------------------------------------------  
Depositor's Name (please print)            Signature (exactly as it appears on bank records)  

                                           -------------------------------------------------  
                                           Date                                               
</TABLE>

Please complete and return to:
A I M Fund Services, Inc., P.O. Box 4399, Houston, TX 77210-4399
Phone 800-949-4246 ext. 5242

[AIM LOGO APPEARS HERE]


<PAGE>   
                                                                  EXHIBIT 14(e)


SIMPLE IRA APPLICATION                                  [AIM LOGO APPEARS HERE]


Complete Sections 1 - 10
Employee: Return completed application to your employer.
Employer: Return completed applications and check to: A I M Fund Services, Inc.,
P. O. Box 4739, Houston, TX 77210-4739.
Phone: 800-959-4246. Minors cannot open an AIM SIMPLE IRA Account. Make check
payable to INVESCO Trust Company.

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

1    PARTICIPANT INFORMATION (Please print or type)

     Name
          ----------------------------------------------------------------------
               First Name               Middle              Last Name

     Address
               -----------------------------------------------------------------
                    Street              City           State          ZIP Code

     Social Security Number                    Birth Date        /       /
                           --------------------           ------  ------  ------
                                                          Month    Day     Year

     Home Telephone (    )                   Work Telephone (    )
                     ----  ------------------                ----  -------------

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

2    EMPLOYER INFORMATION (Please print or type)

     Name                                         Contact Person
          ---------------------------------------                ---------------

     Address
             -------------------------------------------------------------------
                    Street              City           State          ZIP Code

     Phone (    )
            ---- ------------------------

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

3    DEALER INFORMATION (To be completed by registered securities dealer)

     Name of Broker/Dealer Firm
                                ------------------------------------------------

     Home Office Address
                         -------------------------------------------------------

     Representative Name and Number
                                   ---------------------------------------------

     Authorized Signature of Dealer
                                   ---------------------------------------------

     Branch Address
                    ------------------------------------------------------------

     Branch Phone Number (         )
                          --------- ------------------------


     / /  Authorized for NAV purchase (If authorized for NAV purchase, other
          than the Broker, please attach NAV Certification Form)

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

4    ACCOUNT INFORMATION

     Date of Initial Deposit        /       /
                             ------  ------  ------
                             Month    Day    Year

     Contribution Type:
     / /  Elective Deferral
     / /  Employer Contribution
     / /  Rollover from SIMPLE IRA
     / /  Transfer from SIMPLE IRA

11

<PAGE>   


5    FUND INVESTMENT

     Indicate Fund(s) and contribution amount(s). MAKE CHECK PAYABLE TO INVESCO
     TRUST COMPANY (ITC)



<TABLE>
             Fund                        Amount of Investment                        Class of Shares (check one)
<S>                                      <C>                  <C>                   <C>                       <C>  
/ /  AIM Advisor Flex Fund               $_________________   / /  A Shares (522)                             / / C Shares (322)
/ /  AIM Advisor Income Fund              _________________   / /  A Shares (521)                             / / C Shares (321)
/ /  AIM Advisor International Value Fund _________________   / /  A Shares (526)                             / / C Shares (326)
/ /  AIM Advisor Large Cap Value Fund     _________________   / /  A Shares (520)                             / / C Shares (320)
/ /  AIM Advisor MultiFlex Fund           _________________   / /  A Shares (524)                             / / C Shares (324)
/ /  AIM Advisor Real Estate Fund         _________________   / /  A Shares (525)                             / / C Shares (325)
/ /  AIM Aggressive Growth Fund           _________________                Fund Currently Closed To New Investors (407)
/ /  AIM Blue Chip Fund                   _________________   / /  A Shares (515)    / / B Shares (615)       / / C Shares (315)
/ /  AIM Capital Development Fund         _________________   / /  A Shares (514)    / / B Shares (614)       / / C Shares (314)
/ /  AIM Constellation Fund               _________________   / /  A Shares (002)    / / B Shares (602)       / / C Shares (302)
/ /  AIM Limited Maturity Treasury Fund   _________________                     Only "A Shares" Available (007)
/ /  AIM Balanced Fund                    _________________   / /  A Shares (006)    / / B Shares (685)       / / C Shares (306)
/ /  AIM Charter Fund                     _________________   / /  A Shares (010)    / / B Shares (645)       / / C Shares (310)
/ /  AIM Global Aggressive Growth Fund    _________________   / /  A Shares (081)    / / B Shares (691)       / / C Shares (381)
/ /  AIM Global Growth Fund               _________________   / /  A Shares (082)    / / B Shares (692)       / / C Shares (382)
/ /  AIM Global Income Fund               _________________   / /  A Shares (083)    / / B Shares (693)       / / C Shares (383)
/ /  AIM Global Utilities Fund            _________________   / /  A Shares (408)    / / B Shares (655)       / / C Shares (308)
/ /  AIM Growth Fund                      _________________   / /  A Shares (406)    / / B Shares (650)       / / C Shares (350)
/ /  AIM High Yield Fund                  _________________   / /  A Shares (425)    / / B Shares (675)       / / C Shares (375)
/ /  AIM Income Fund                      _________________   / /  A Shares (402)    / / B Shares (665)       / / C Shares (365)
/ /  AIM Intermediate Government Fund     _________________   / /  A Shares (404)    / / B Shares (660)       / / C Shares (360)
/ /  AIM International Equity Fund        _________________   / /  A Shares (016)    / / B Shares (694)       / / C Shares (316)
/ /  AIM Money Market Fund                _________________   / /  A Shares (401)    / / B Shares (680)       / / C Shares (380)
                                                              / /  AIM Cash Reserve Shares (421)
/ /  AIM Value Fund                       _________________   / /  A Shares (405)    / / B Shares (690)       / / C Shares (305)
/ /  AIM Weingarten Fund                  _________________   / /  A Shares (001)    / / B Shares (640)       / / C Shares (301)
     Total                               $_________________
</TABLE>


     (Please note that if no class of shares is selected, Class A shares will be
     purchased with the exception of the AIM Money Market Fund where AIM Cash
     Reserve Shares will be purchased.)

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

6    TELEPHONE EXCHANGE PRIVILEGE

     Unless indicated below, I authorize A I M Fund Services, Inc., to accept
     instructions from any person to exchange shares in my account(s) by
     telephone in accordance with the procedures and conditions set forth in the
     AIM Fund's current prospectus.

     / /  I DO NOT want the Telephone Exchange Privilege.

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

7    REDUCED SALES CHARGE (Optional)

     Right of Accumulation (This option is for Class A shares only.) I apply for
     Right of Accumulation reduced sales charges based on the following accounts
     in The AIM Family of Funds-Registered Trademark-:

<TABLE>
<S>                                          <C>
     Fund(s)/Account No(s).                  Social Security No(s).
                           --------------                         --------------

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

                           --------------                         --------------
</TABLE>

     LETTER OF INTENT

     I agree to the Letter of Intent provisions in the prospectus. I plan to
     invest during a 13-month period a dollar amount of at least:

     / /  $25,000        / /  $50,000        / /  $100,000       / /  $250,000
     / /  $500,000       / /  $1,000,000

12


<PAGE>   

8    BENEFICIARY INFORMATION

     I hereby designate the following beneficiary to receive the balance in my
     SIMPLE IRA custodial account upon my death. To be effective, the
     designation of beneficiary and any subsequent change in designation of
     beneficiary must be filed with the Custodian prior to my death. The balance
     of my account shall be distributed in equal amounts to the beneficiary(ies)
     who survives me. If no beneficiary is designated or no designated
     beneficiary or contingent beneficiary survives me, the balance in my IRA
     will be distributed to the legal representatives of my estate. This
     designation revokes any prior designations. I retain the right to revoke
     this designation at any time. I hereby certify that there is no legal
     impediment to the designation of this beneficiary.

     PRIMARY BENEFICIARY(IES)

     Name                                      %  Relationship
          ------------------------------  -----                -----------------

     Address
            --------------------------------------------------------------------
               Street              City                State          ZIP Code

     Beneficiary's Social Security Number               Birth Date     /   /
                                         ---------------          ----- --- ----
                                                                  Month Day Year

     Name                                      %  Relationship
          ------------------------------  -----                -----------------

     Address
            --------------------------------------------------------------------
               Street              City                State          ZIP Code

     Beneficiary's Social Security Number               Birth Date     /   /
                                         ---------------          ----- --- ----
                                                                  Month Day Year

     CONTINGENT BENEFICIARY

     In the event that I die and no primary beneficiary listed above is alive,
     distribute all Fund accounts in my SIMPLE IRA to the following contingent
     beneficiary(ies) who survives me, in equal amounts. If more than on, please
     attach a list.

     Name                                      %  Relationship
          ------------------------------  -----                -----------------

     Address
            --------------------------------------------------------------------
               Street              City                State          ZIP Code

     Beneficiary's Social Security Number               Birth Date     /   /
                                         ---------------          ----- --- ----
                                                                  Month Day Year


13

<PAGE>   


9    AUTHORIZATION AND SIGNATURE

     I hereby establish the A I M Distributors, Inc. SIMPLE Individual
     Retirement Account appointing INVESCO Trust Company as Custodian. I have
     received and read the current prospectus of the investment company(ies)
     selected in this agreement and have read and understand the SIMPLE IRA
     custodial agreement and disclosure statement and consent to the custodial
     account fees as specified. I understand that a $10 annual AIM Fund SIMPLE
     IRA Maintenance Fee will be deducted early in each December from my AIM
     SIMPLE IRA.


     WITHHOLDING INFORMATION (SUBSTITUTE FORM W-9)

     Under the penalties of perjury I certify by signing this Application as
     provided below that:

     (1)  The number shown in Section 1 of this Application is my correct Social
          Security (or Tax Identification) Number, and

     (2)  I am not subject to backup withholding because (a) I am exempt from
          backup withholding, (b) I have not been notified by the Internal
          Revenue Service (the "IRS") that I am subject to backup withholding as
          a result of a failure to report all interest or dividends, (c) the IRS
          has notified me that I am no longer subject to backup withholding.
          (This paragraph (2) does not apply to real estate transactions,
          mortgage interest paid, the acquisition or abandonment of secured
          property, contributions to an individual retirement arrangement and
          payments other than interest and dividends.)



     YOU MUST CROSS OUT PARAGRAPH (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS
     THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE OF
     UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN.


     In addition, the Fund hereby incorporates by reference into this section of
     the Application either the IRS instructions for Form W-9 or the substance
     of those instructions whichever is included in the prospectus.


     SIGNATURE PROVISIONS

     I, THE UNDERSIGNED DEPOSITOR, HAVE READ AND UNDERSTAND THE FOREGOING
     APPLICATION AND THE ATTACHED MATERIAL INCLUDED HEREIN BY REFERENCE. IN
     ADDITION, I CERTIFY THAT THE INFORMATION WHICH I HAVE PROVIDED AND THE
     INFORMATION WHICH IS INCLUDED WITHIN THE APPLICATION AND THE ATTACHED
     MATERIAL INCLUDED HEREIN BY REFERENCE IS ACCURATE INCLUDING BUT NOT LIMITED
     TO THE REPRESENTATIONS CONTAINED IN THE WITHHOLDING INFORMATION SECTION OF
     THIS APPLICATION. [THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR
     CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS
     REQUIRED TO AVOID BACKUP WITHHOLDING.]


     Dated      /     /
          ----- ----- -----
          Month  Day  Year


     Signature of SIMPLE IRA Shareholder
                                        ----------------------------------------



10   SERVICE ASSISTANCE

     Our knowledgeable Client Service Representatives are available to assist
     you between 7:30 a.m. and 5:30 p.m.  Central time at 800-959-4246.


[AIM LOGO APPEARS HERE]
A I M Distributors, Inc.                                                   12/97


14

<PAGE>   


AIM SIMPLE IRA ASSET-TRANSFER FORM                      [AIM LOGO APPEARS HERE]

USE THIS FORM ONLY WHEN TRANSFERRING ASSETS FROM AN EXISTING SIMPLE IRA TO AN
AIM SIMPLE IRA.


Note: Use this form ONLY if you want AIM to request the money directly from
another custodian.

Complete Sections 1 - 5.

If you do not already have an AIM SIMPLE IRA, you must also submit an AIM SIMPLE
IRA Application. AIM will arrange the transfer for you.

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

1    INVESTOR INFORMATION (Please print or type.)

     Name
          ----------------------------------------------------------------------
               First Name               Middle              Last Name

     Address
               -----------------------------------------------------------------
                                        Street

- --------------------------------------------------------------------------------
                    City                     State                      ZIP Code

     Social Security Number                    Birth Date        /       /
                           --------------------           ------  ------  ------
                                                          Month    Day     Year

     Home Telephone (    )                   Work Telephone (    )
                     ----  ------------------                ----  -------------

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

2    CURRENT TRUSTEE/CUSTODIAN

     Name of Resigning Trustee
                              --------------------------------------------------

     Account Number of Resigning Trustee
                                        ----------------------------------------

     Address of Resigning Trustee
                                 -----------------------------------------------
                                                  Street

- --------------------------------------------------------------------------------
                    City                State                           ZIP Code

     Attention                          Telephone
               ------------------------           ------------------------------

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

3    IRA ACCOUNT INFORMATION

     Please deposit proceeds in my
     / /  New*
     / /  Existing AIM SIMPLE IRA Account Number
                                                ---------------------------

     INVESTMENT ALLOCATION:

<TABLE>
<S>                                          <C>                      <C>
     Fund Name                               Class                    %
               -----------------------------      -------------------  --------

     Fund Name                               Class                    %
               -----------------------------      -------------------  --------

     Fund Name                               Class                    %
               -----------------------------      -------------------  --------
</TABLE>

     *If this is a new AIM SIMPLE IRA account, you must attach a completed AIM
     SIMPLE IRA Application. If no class of shares is selected, Class A shares
     will be purchased, except in the case of AIM Money Market Fund, where AIM
     Cash Reserve Shares will be purchased.

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

4    TRANSFER INSTRUCTIONS TO RESIGNING TRUSTEE OR CUSTODIAN

     OPTION 1: Please liquidate from the account(s) listed in Section 2 and
     issue a check in cash to my SIMPLE IRA with INVESCO Trust Company.

     Amount to liquidate:     / /  All  / /  Partial amount of $
                                                                ----------------

     When to liquidate:       / /  Immediately    / /  At maturity     /   /
                                                                    --- --- ---

     OPTION 2:  (If the account listed in Section 2 contains shares of an AIM
     Fund, you may choose to transfer them "in kind.") Please deposit "in kind"
     the shares of the AIM Fund held in my account to INVESCO Trust Company.
     NOTE:  ONLY AIM FUND SHARES MAY BE TRANSFERRED IN KIND. TO TRANSFER ALL
     OTHER ASSETS, THEY MUST BE LIQUIDATED.

     Amount to transfer "in kind": / / All / / Partial amount of shares
                                                                       ---------


15

<PAGE>   


5    AUTHORIZATION AND SIGNATURE

     I have established a SIMPLE IRA with the AIM Funds and have appointed
     INVESCO Trust Company as the successor Custodian. Please accept this as
     your authorization and instruction to liquidate or transfer in kind the
     assets noted above, which your company holds for me.

     Your Signature                                    Date     /     /
                    ----------------------------------     ----  ----  ----

     Note: Your resigning trustee or custodian may require your signature to be
     guaranteed. Call that institution for requirements.

     Name of Bank or Brokerage Firm
                                   ---------------------------------------------

     Signature Guaranteed by
                             ---------------------------------------------------
                                             (Name and title)

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

6    DISTRIBUTION ELECTION INFORMATION
     SECTION 6 OF FORM TO BE COMPLETED BY PRIOR CUSTODIAN

     If this participant is age 70 1/2 or older this year, the resigning
     Trustee/Custodian must complete this section.

     Election made by the participant as of the required beginning date:

     1.   Method of calculation    / /  declining years     / /  recalculation
                                   / /  annuitization       / /  amortization

     2.   Life expectancy
          / / single life payout / / joint life expectancy factor-Joint birth 
                                     date and relationship 
                                                          --------

     3.   The amount withheld from this rollover to satisfy this year's required
          distribution $
                          ------------------------------------------------------

     The life-expectancy ages used to calculate this required payment was

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

     Signature of Current Custodian/Trustee
                                            ------------------------------------

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

REMAINDER OF FORM TO BE COMPLETED BY AIM


7    CUSTODIAN ACCEPTANCE

     This is to advise you that INVESCO Trust Company, as custodian, will accept
     the account identified above for:

     Depositor's Name                             Account Number
                      ---------------------------                ---------------


     This transfer of assets is to be executed from fiduciary to fiduciary and
     will not place the participant in actual receipt of all or any of the plan
     assets. No federal income tax is to be withheld from this transfer of
     assets.

     Authorized Signature /s/ Illegible               Mailing Date      /    /
                         ----------------------------             ---- ---- ----
                           (INVESCO Trust Company)

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

8    INSTRUCTIONS TO RESIGNING TRUSTEE OR CUSTODIAN

     Please attach a copy of this form to the check and return to:

     INVESCO Trust Company, c/o A I M Fund Services, Inc., P. O. Box 4739,
     Houston, TX  77210-4739.


     Make check payable to INVESCO Trust Company.


     Indicate the AIM account number and the social security number of the
     SIMPLE IRA holder on all documents.




[AIM LOGO APPEARS HERE]
A I M Distributors, Inc.                                                   12/97


16


<PAGE>   


SIMPLE INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT          [AIM LOGO APPEARS HERE]
FORM 5305-SA (December 1996)

Department of the Treasury
Internal Revenue Service (under Sections 408(a) and 408(p) of the Internal
Revenue Code)


ARTICLE I

     1.01 THE CUSTODIAN WILL ACCEPT CASH CONTRIBUTIONS made on behalf of the
participant by the participant's employer under the terms of a SIMPLE plan
described in section 408(p). In addition, the Custodian will accept transfers or
rollovers from other SIMPLE IRAs of the participant. No other contributions will
be accepted by the Custodian.


ARTICLE II

     2.01 THE PARTICIPANT'S INTEREST in the balance in the custodial account is
nonforfeitable.


ARTICLE III

     3.01 NO PART OF THE CUSTODIAL ACCOUNT MAY BE INVESTED IN LIFE INSURANCE
contracts, nor may the assets of the custodial account be commingled with other
property except in a common trust fund or common investment fund (within the
meaning of section 408(a)(5)).

     3.02 NO PART OF THE CUSTODIAL ACCOUNT MAY BE INVESTED IN COLLECTIBLES
(within the meaning of section 408(m)) except as otherwise permitted by section
408(m)(3), which provides an exception for certain gold and silver coins and
coins issued under the laws of any state.


ARTICLE IV

     4.01 NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT to the contrary, the
distribution of the participant's interest in the custodial account shall be
made in accordance with the following requirements and shall otherwise comply
with section 408(a)(6) and Proposed Regulations section 1.408-8, including the
incidental death benefit provisions of Proposed Regulations section
1.401(a)(9)-2, the provisions of which are herein incorporated by reference.

     4.02 UNLESS OTHERWISE ELECTED by the time distributions are required to
begin to the participant under paragraph 3, or to the surviving spouse under
paragraph 4, other than in the case of a life annuity, life expectancies shall
be recalculated annually. Such election shall be irrevocable as to the
participant and the surviving spouse and shall apply to all subsequent years.
The life expectancy of a nonspouse beneficiary may not be recalculated.

     4.03 THE PARTICIPANT'S ENTIRE INTEREST IN THE CUSTODIAL ACCOUNT must be, or
begin to be, distributed by the participant's required beginning date (April 1
following the calendar year-end in which the participant reaches age 70 1/2). By
that date, the participant may elect, in a manner acceptable to the Custodian,
to have the balance in the custodial account distributed in:

          (a) A single-sum payment.

          (b) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the life of the participant.

          (c) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the joint and last survivor lives of
the participant and his or her designated beneficiary.

          (d) Equal or substantially equal annual payments over a specified
period that may not be longer than the participant's life expectancy.

          (e) Equal or substantially equal annual payments over a specified
period that may not be longer than the joint life and last survivor expectancy
of the participant and his or her designated beneficiary.

     4.04 IF THE PARTICIPANT DIES before his or her entire interest is
distributed to him or her, the entire remaining interest will be distributed as
follows:

          (a) If the participant dies on or after distribution of his or her
interest has begun, distribution must continue to be made in accordance with
paragraph 3.

          (b) If the participant dies before distribution of his or her interest
has begun, the entire remaining interest will, at the election of the
participant or, if the participant has not so elected, at the election of the
beneficiary or beneficiaries, either

               (i)  Be distributed by the December 31 of the year containing the
fifth anniversary of the participant's death, or

               (ii) Be distributed in equal or substantially equal payments over
the life or life expectancy of the designated beneficiary or beneficiaries
starting by December 31 of the year following the year of the participant's
death. If, however, the beneficiary is the participant's surviving spouse, then
this distribution is not required to begin before December 31 of the year in
which the participant would have reached age 70 1/2.

          (c) Except where distribution in the form of an annuity meeting the
requirements of section 408(b)(3) and its related regulations has irrevocably
commenced, distributions are treated as having begun on the participant's
required beginning date, even though payments may actually have been made before
that date.

          (d) If the participant dies before his or her entire interest has been
distributed and if the beneficiary is other than the surviving spouse, no
additional cash contributions or rollover contributions may be accepted in the
account.

     4.05 IN THE CASE OF A DISTRIBUTION OVER LIFE EXPECTANCY in equal or
substantially equal annual payments, to determine the minimum annual payment for
each year, divide the participant's entire interest in the custodial account as
of the close of business on December 31 of the preceding year by the life
expectancy of the participant (or the joint life and last survivor expectancy of
the participant and the participant's designated beneficiary, or the life
expectancy of the designated beneficiary, whichever applies). In the case of
distributions under paragraph 3, determine the initial life expectancy (or joint
life and last survivor expectancy) using the attained ages of the participant
and designated beneficiary as of their birthdays in the year the participant
reaches age 70 1/2. In the case of a distribution in accordance with section
404(b)(ii), determine life expectancy using the attained age of the designated
beneficiary as of the beneficiary's birthday in the year distributions are
required to commence.

     4.06 THE OWNER OF TWO OR MORE INDIVIDUAL RETIREMENT ACCOUNTS may use the
"alternative method" described in Notice 88-38, 1988-1 C.B. 524, to satisfy the
minimum distribution requirements described above. This method permits an
individual to satisfy these requirements by taking from one individual
retirement account the amount required to satisfy the requirement for another.

ARTICLE V

     5.01 THE PARTICIPANT AGREES TO PROVIDE THE CUSTODIAN with information
necessary for the Custodian to prepare any reports required under sections
408(i) and 408(l)(2) and Regulations section 1.408-5 and 1.408-6.

     5.02 THE CUSTODIAN AGREES TO SUBMIT REPORTS to the Internal Revenue Service
and the participant as prescribed by the Internal Revenue Service.

     5.03 THE CUSTODIAN ALSO AGREES TO PROVIDE THE PARTICIPANT'S EMPLOYER the
summary description described in section 408(l)(2) unless this SIMPLE IRA is a
transfer SIMPLE lRA.

ARTICLE VI

     6.01 NOTWITHSTANDING ANY OTHER ARTICLES which may be added or incorporated,
the provisions of Articles I through III and this sentence will be controlling.
Any additional articles that are not consistent with sections 408(a) and 408(p)
and related regulations will be invalid.

ARTICLE VII

     7.01 THIS AGREEMENT WILL BE AMENDED from time to time to comply with the
provisions of the Code and related regulations. Other amendments may be made
with the consent of the persons whose signatures appear below.


ARTICLE VIII

     8.01 APPLICABLE LAW: This Custodial Agreement shall be governed by the laws
of the state where the Trust resides.

     8.02 ANNUAL ACCOUNTING: The Custodian shall, at least annually, provide the
Participant or Beneficiary (in the case of death) with an accounting of such
Participant's account. Such accounting shall be deemed to be accepted by the
Participant, if the Participant or Beneficiary does not object in writing within
60 days after the mailing of such accounting statement.

     8.03 AMENDMENT: The Participant irrevocably delegates to the Custodian the
right and power to amend this Custodial Agreement. Except as hereafter provided,
the Custodian will give the Participant 30 days prior written notice of any
amendment. In case of a retroactive amendment required by law, the Custodian
will provide written notice to the Participant of the amendment within 30 days
after the amendment is made or, if later, by the time that notice of the
amendment is required to be given under regulations or other guidance provided
by the IRS. The Participant shall be deemed to have consented to any such
amendment unless the Participant notifies the Custodian to the contrary within
30 days after notice to the Participant and requests a distribution or transfer
of the balance in the account.


                                                                              17

<PAGE>   


     8.04  RESIGNATION AND REMOVAL OF CUSTODIAN:

          (a) The Custodian may resign at any time by giving at least 30 days
notice to the Participant. The Custodian may resign and appoint a successor
trustee or custodian to serve under this agreement or under another governing
instrument selected by the successor trustee or custodian by giving the
Participant written notice at least 30 days prior to the effective date of such
resignation and appointment, which notice shall also include a copy of such
other governing instrument, if applicable, and the related disclosure statement.
The Participant shall then have 30 days from the date of such notice to either
request a complete distribution of the account balance or designate a different
successor trustee or custodian. If the Participant does not request distribution
of the account or designate a different successor within such 30 days, the
Participant shall be deemed to have consented to the appointment of the
successor trustee or custodian and the terms of any new governing instrument,
and neither the Participant nor the successor shall be required to execute any
written document to complete the transfer of the account to the successor
trustee or custodian. The successor trustee or custodian may rely on any
information, including beneficiary designations, previously provided by the
Participant.

          (b) The Participant may at any time remove the Custodian and replace
the Custodian with a successor trustee or custodian of the Participant's choice
by giving 30 days written notice to the Custodian. In such event, the Custodian
shall then deliver the assets of the account as directed by the Participant.
However, the Custodian may retain a portion of the assets of the SIMPLE IRA as a
reserve for payment of any anticipated remaining fees and expenses, and shall
pay over any remainder of this reserve to the successor trustee or custodian
upon satisfaction of such fees and expenses.

     8.05  CUSTODIAN'S FEES AND EXPENSES:

          (a) This Section 8.05 of the Custodial Agreement shall be governed by
the requirements of Section 408(p)(7) and IRS Notice 97-6, Section J, and is
further explained in the accompanying SIMPLE IRA Disclosure Statement.

          (b) The Participant agrees to pay the Custodian any and all fees
specified in the Custodian's current published fee schedule for establishing and
maintaining this SIMPLE IRA, including any fees for distributions from,
transfers from, and terminations of this SIMPLE IRA. The Custodian may change
its fee schedule at any time by giving the Participant 30 days prior written
notice.

          (c) The Participant agrees to pay any expenses incurred by the
Custodian in the performance of its duties in connection with the account. Such
expenses include, but are not limited to, administrative expenses, such as legal
and accounting fees, and any taxes of any kind whatsoever that may be levied or
assessed with respect to such account.

          (d) All such fees, taxes, and other administrative expenses charged to
the account shall be collected either from the assets in the account or from any
contributions to or distributions from such account if not paid by the
Participant, but the Participant shall be responsible for any deficiency.

          (e) In the event that for any reason the Custodian is not certain as
to who is entitled to receive all or part of the custodial account, the
Custodian reserves the right to withhold any payment from the custodial account,
to request a court ruling to determine the disposition of the custodial assets,
and to charge the custodial account for any expenses incurred in obtaining such
legal determination.

     8.06 WITHDRAWAL REQUESTS: All requests for withdrawal shall be in writing
on the form provided by the Custodian. Such written notice must also contain the
reason for the withdrawal and the method of distribution being requested.

     8.07 AGE 70 1/2 DEFAULT PROVISIONS:

          (a) Unless the Custodian (or the Participant, if the Custodian
permits) elects otherwise, life expectancies for purposes of calculating the
required minimum distribution shall not be recalculated.

          (b) If the Participant does not choose any of the distribution methods
under Section 4.03 of this Custodial Agreement by April 1st following the
calendar year in which he/she reaches age 70 1/2, distribution shall be made to
the Participant based on such Participant's single life expectancy.


     8.08 DEATH BENEFIT DEFAULT PROVISIONS: Unless the Custodian (or the
Beneficiary, if the Custodian permits) elects otherwise, life expectancies for
purposes of calculating the required minimum death distribution shall not be
recalculated. If the Participant dies before his or her required beginning date
and the beneficiary does not select a method of distribution described in
section 4.04(b)(i) or (ii) by December 31st following the year of death, then
distributions will be made pursuant to proposed regulation 1.401(a)(9)-1.

     8.09 INVESTMENT PROVISIONS: Pursuant to IRS Notice 97-6, Q&A J-4, if the
Custodian is the Designated Financial Institution (DFI) and the Participant
timely elects that his or her balance be transferred without cost or penalty to
another SIMPLE IRA in accordance with the provisions described in the
accompanying SIMPLE IRA Disclosure Statement, the Custodian reserves the right
to restrict the participant's choice of investment alternatives as determined by
the Custodian.

     8.10 RESPONSIBILITIES: Participant agrees that all information and
instructions given to the Custodian by the Participant is complete and accurate
and that the Custodian shall not be responsible for any incomplete or inaccurate
information provided by the Participant or Participant's beneficiary(ies).
Participant agrees to be responsible for all tax consequences arising from
contributions to and distributions from this Custodial Account and acknowledges
that no tax advice has been provided by the Custodian.

     8.11 DESIGNATION OF BENEFICIARY: Except as may be otherwise required by
State law, in the event of the Participant's death, the balance in the account
shall be paid to the beneficiary or beneficiaries designated by the Participant
on a beneficiary designation acceptable to and filed with the Custodian. The
Participant may change the Participant's beneficiary or beneficiaries at any
time by filing a new beneficiary designation with the Custodian. If no
beneficiary designation is in effect, if none of the named beneficiaries survive
the Participant, or if the Custodian cannot locate any of the named
beneficiaries after reasonable search, any balance in the account will be
payable to the Participant's estate.


ARTICLE IX

SELF-DIRECTED SIMPLE IRA PROVISIONS

     9.01 INVESTMENT OF CONTRIBUTIONS: At the direction of the Participant, the
Custodian shall invest all contributions to the account and earnings thereon in
investments acceptable to the Custodian, which may include marketable securities
traded on a recognized exchange or "over the counter" (excluding any securities
issued by the Custodian), covered call options, certificates of deposit, and
other investments to which the Custodian consents, in such amounts as are
specifically selected and specified by Participant in orders to the Custodian in
such form as may be acceptable to the Custodian, without any duty to diversify
and without regard to whether such property is authorized by the laws of any
jurisdiction as a trust investment. The Custodian shall be responsible for the
execution of such orders and for maintaining adequate records thereof. However,
if any such orders are not received as required, or, if received, are unclear in
the opinion of the Custodian, all or a portion of the contribution may be held
uninvested without liability for loss of income or appreciation, and without
liability for interest pending receipt of such orders or clarification, or the
contribution may be returned. The Custodian may, but need not, establish
programs under which cash deposits in excess of a minimum set by it will be
periodically and automatically invested in interest-bearing investment funds.
The Custodian shall have no duty other than to follow the written investment
directions of the Participant, and shall be under no duty to question said
instructions and shall not be liable for any investment losses sustained by the
Participant.

     9.02 REGISTRATION: All assets of the account shall be registered in the
name of the Custodian or of a suitable nominee. The same nominee may be used
with respect to assets of other investors whether or not held under agreements
similar to this one or in any capacity whatsoever. However, each Participant's
account shall be separate and distinct; a separate account therefor shall be
maintained by the Custodian, and the assets thereof shall be held by the
Custodian in individual or bulk segregation either in the Custodian's vaults or
in depositories approved by the Securities and Exchange Commission under the
Securities Exchange Act of 1934.

     9.03 INVESTMENT ADVISOR: The Participant may appoint an Investment Advisor,
qualified under Section 3(38) of the Employee Retirement Income Security Act of
1974, to direct the investment of his SIMPLE IRA. The Participant shall notify
the Custodian in writing of any such appointment by providing the Custodian a
copy of the instruments appointing the Investment Advisor and evidencing the
Investment Advisor's acceptance of such appointment, an acknowledgement by the
Investment Advisor that it is a fiduciary of the account, and a certificate
evidencing the Investment Advisor's current registration under the Investment
Advisor's Act of 1940. The Custodian shall comply with any investment directions
furnished to it by the Investment Advisor, unless and until it receives written
notification from the Participant that the Investment Advisor's appointment has
been terminated. The Custodian shall have no duty other than to follow the
written investment directions of such Investment Advisor and shall be under no
duty to question said instructions, and the Custodian shall not be liable for
any investment losses sustained by the Participant.

     9.04 NO INVESTMENT ADVICE: The Custodian does not assume any responsibility
for rendering advice with respect to the investment and reinvestment of
Participant's account and shall not be liable for any loss which results from
Participant's exercise of control over his account. The Custodian and
Participant may specifically agree in writing that the Custodian shall render
such advice, but the Participant shall still have and exercise exclusive
responsibility for control over the investment of the assets of his account, and
the Custodian shall not have any duty to question his investment directives.

     9.05 PROHIBITED TRANSACTIONS: Notwithstanding anything contained herein to
the contrary, the Custodian shall not lend any part of the corpus or income of
the account to; pay any compensation for personal services rendered to the
account to; make any part of its services available on a preferential basis to;
acquire for the account any property, other than cash, from; or sell any
property to, any Participant, any member of a Participant's family, or a
corporation con-


                                                                              18

<PAGE>   


trolled by any Participant through the ownership, directly or indirectly, of 50%
or more of the total combined voting power of all classes of stock entitled to
vote, or of 50% or more of the total value of shares of all classes of stock of
such corporation.

     9.06 UNRELATED BUSINESS INCOME TAX: If the Participant directs investment
of the account in any investment which results in unrelated business taxable
income, it shall be the responsibility of the Participant to so advise the
Custodian and to provide the Custodian with all information necessary to prepare
and file any required returns or reports for the account. As the Custodian may
deem necessary, and at the Participant's expense, the Custodian may request a
taxpayer identification number for the account, file any returns, reports, and
applications for extension, and pay any taxes or estimated taxes owed with
respect to the account. The Custodian may retain suitable accountants,
attorneys, or other agents to assist it in performing such responsibilities.

     9.07 DISCLOSURES AND VOTING: The Custodian shall deliver, or cause to be
executed and delivered, to Participant all notices, prospectuses, financial
statements, proxies and proxy soliciting materials relating to assets credited
to the account. The Custodian shall not vote any shares of stock or take any
other action, pursuant to such documents, with respect to such assets except
upon receipt by the Custodian of adequate written instructions from Participant.

     9.08 MISCELLANEOUS EXPENSES: In addition to those expenses set out in
section 8.05 of this plan, the Participant agrees to pay any and all expenses
incurred by the Custodian in connection with the investment of the account,
including expenses of preparation and filing any returns and reports with regard
to unrelated business income, including taxes and estimated taxes, as well as
any transfer taxes incurred in connection with the investment or reinvestment of
the assets of the account.

     9.09 NONBANK TRUSTEE PROVISION: If the Custodian is a nonbank trustee, the
Participant shall substitute another trustee or custodian in place of the
Custodian upon receipt of notice from the Commissioner of the Internal Revenue
Service or his delegate that such substitution is required because the Custodian
has failed to comply with the requirements of Income Tax Regulations Section
1.408-2(e), or is not keeping such records, making such returns, or rendering
such statements as are required by applicable law, regulations, or other
rulings. The successor trustee or custodian shall be a bank, insured credit
union, or other person satisfactory to the Secretary of the Treasury pursuant to
Section 408(a)(2) of the Code. Upon receipt by the Custodian of written
acceptance by its successor of such successor's appointment, Custodian shall
transfer and pay over to such successor the assets of the account (less amounts
retained pursuant to section 8.04 of the Custodial Agreement) and all records
(or copies thereof) of the Custodian pertaining thereto, provided that the
successor trustee or custodian agrees not to dispose of any such records without
the Custodian's consent.

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

GENERAL INSTRUCTIONS

Section references are to the Internal Revenue Code unless otherwise noted.

PURPOSE OF FORM

Form 5305-SA is a model custodial account agreement that meets the requirements
of sections 408(a) and 408(p) and has been automatically approved by the IRS. A
SIMPLE individual retirement account (SIMPLE IRA) is established after the form
is fully executed by both the individual (participant) and the Custodian. This
account must be created in the United States for the exclusive benefit of the
participant or his or her beneficiaries. Individuals may rely on regulations for
the Tax Reform Act of 1986 to the extent specified in those regulations. Do not
file Form 5305-SA with the IRS. Instead, keep it for your records.

For more information on SIMPLE IRAs, including the required disclosures the
Custodian must give the participant, get Pub. 590, Individual Retirement
Arrangements (IRAs).


DEFINITIONS

Participant - The participant is the person who establishes the custodial
account. Custodian - The Custodian must be a bank or savings and loan
association, as defined in section 408(n), or any person who has the approval of
the IRS to act as Custodian.


TRANSFER SIMPLE IRA

This SIMPLE IRA is a "transfer SIMPLE IRA" if it is not the original recipient
of contributions under any SIMPLE plan. The summary description requirements of
section 408(l)(2) do not apply to transfer SIMPLE IRAs.


SPECIFIC INSTRUCTIONS

Article IV - Distributions made under this article may be made in a single sum,
periodic payment, or a combination of both. The distribution option should be
reviewed in the year the participant reaches age 70 1/2 to ensure that the
requirements of section 408(a)(6) have been met.

Article VIII - Article VIII and any that follow it may incorporate additional
provisions that are agreed to by the participant and Custodian to complete the
agreement. They may include, for example, definitions, investment powers, voting
rights, exculpatory provisions, amendment and termination, removal of the
Custodian, Custodian's fees, state law requirements, beginning date of
distributions, accepting only cash, treatment of excess contributions,
prohibited transactions with the participant, etc. Use additional pages if
necessary and attach them to this form.


FINANCIAL DISCLOSURE

IN GENERAL: IRS regulations require the Custodian to provide you with a
financial projected growth of your SIMPLE IRA account based upon certain
assumptions.

GROWTH IN THE VALUE OF YOUR SIMPLE IRA: Growth in the value of your SIMPLE IRA
is neither guaranteed nor projected. The value of your SIMPLE IRA will be
computed by totaling the fair market value of the assets credited to your
account. At least once a year the Custodian will send you a written report
stating the current value of your SIMPLE IRA assets. The Custodian shall
disclose separately a description of:

(a) The type and amount of each charge;

(b) the method of computing and allocating earnings, and

(c) any portion of the contribution, if any, which may be used for the purchase
of life insurance.

CUSTODIAN FEES: The Custodian may charge reasonable fees or compensation for its
services and it may deduct all reasonable expenses incurred by it in the
administration of your SIMPLE IRA, including any legal, accounting,
distribution, transfer, termination or other designated fees. Any charges made
by the Custodian will be separately disclosed on an attachment hereto. Such fees
may be charged to you or directly to your custodial account. In addition,
depending on your choice of investment vehicles, you may incur brokerage
commissions attributable to the purchase or sale of assets.


                                                                              19

<PAGE>   


SIMPLE IRA DISCLOSURE STATEMENT                          [AIM LOGO APPEARS HERE]

RIGHT TO REVOKE YOUR SIMPLE IRA ACCOUNT: You may revoke your SIMPLE IRA within
seven days after you sign the SIMPLE IRA Plan Application by hand delivering or
mailing a written notice to the name and address indicated on the SIMPLE IRA
Plan Application. If you revoke your account by mailing a written notice, such
notice must be postmarked by the seventh day after you sign the Plan
Application. If you revoke your SIMPLE IRA within the seven-day period you will
receive a refund of the entire amount of your contributions to the SIMPLE IRA
without any adjustment for earnings or any administrative expenses. If you
exercise this revocation, we are still required to report certain information to
the IRS.


GENERAL REQUIREMENTS OF A SIMPLE IRA:

1.   All SIMPLE contributions must be made in cash, unless you are making a
     rollover contribution or transfer, and the Custodian accepts such noncash
     assets.

2.   The only types of contributions permitted to be made to this SIMPLE IRA are
     salary reduction contributions and employer contributions under the
     employer's SIMPLE Retirement Plan.

3.   The Custodian of your SIMPLE IRA must be a bank, savings and loan
     association, credit union or a person who is approved to act in such a
     capacity by the Secretary of the Treasury.

4.   No portion of your SIMPLE IRA funds may be invested in life insurance
     contracts.

5.   Your interest in your SIMPLE IRA must be fully vested and is nonforfeitable
     at all times.

6.   The assets in your SIMPLE IRA may not be commingled with other property
     except in a common trust fund or common investment fund.

7.   You may not invest the assets of your SIMPLE IRA in collectibles (as
     described in Section 408(m) of the Internal Revenue Code.) A collectible is
     defined as any work of art, rug or antique, metal or gem, stamp or coin,
     alcoholic beverage, or any other tangible personal property specified by
     the IRS. However, if the Custodian permits, specially minted U.S. Gold and
     Silver bullion coins and certain state-issued coins are permissible SIMPLE
     IRA investments.

8.   Your interest in your SIMPLE IRA must begin to be distributed to you by the
     April 1st following the calendar year you attain the age of 70 1/2. The
     methods of distribution, election deadlines and other limitations are
     described in detail below.

9.   For purposes of the SIMPLE Plan rules, in the case of an individual who is
     not a self-employed individual, compensation means the amount described in
     section 6051(a)(3) which includes wages, tips and other compensation from
     the employer subject to income tax withholding under section 3401(a), and
     amounts described in section 6051(a)(8), including elective contributions
     made under a SIMPLE plan, and compensation deferred under a section 457
     plan. In the case of a self-employed individual, compensation means net
     earnings from self-employment determined under section 1402(a), prior to
     subtracting any contributions made under the SIMPLE plan on behalf of the
     individual.

10.  Contributions to a SIMPLE IRA are excludible from federal income tax and
     not subject to federal income tax withholding when made to the SIMPLE IRA.
     Salary reduction contributions are subject to FICA, FUTA or RRTA tax when
     made and must be reported on the employee's Form W-2 wage statement.
     Matching and nonelective employer contributions made to a SIMPLE IRA are
     not subject to FICA, FUTA or RRTA and are not required to be reported on
     Form W-2.

11.  A SIMPLE IRA must be established by or on behalf of an employee prior to
     the first date by which a contribution is required to be deposited into the
     SIMPLE IRA.


ELIGIBLE EMPLOYEES: Under a SIMPLE Retirement Plan established by an Eligible
Employer, all employees of the employer who received at least $5,000 in
compensation from the employer during any two preceding calendar years, whether
or not consecutive, and who are reasonably expected to receive at least $5,000
in compensation during the calendar year, must be eligible to participate in the
SIMPLE Plan for the calendar year. An employer may impose less restrictive
eligibility requirements, such as eliminating or reducing the prior year
compensation requirements, the current year compensation requirement, or both,
under its SIMPLE Plan.

   An employer, at its option, may exclude from eligibility employees who are
included in a unit of employees covered by an agreement that the Secretary of
Labor finds to be a collective bargaining agreement between employee
representatives and one or more employers, if there is evidence that retirement
benefits were the subject of good faith bargaining between such employee
representatives and such employer or employers; in the case of a trust
established or maintained pursuant to an agreement that the Secretary of Labor
finds to be a collective bargaining agreement between air pilots represented in
accordance with Title II of the Railway Labor Act and one or more employees, all
employees not covered by that agreement; and employees who are nonresident
aliens and who received no earned income from the employer that constitutes
income from sources within the United States.

PARTICIPATION IN ANOTHER PLAN: An eligible employee may participate in an
employer's SIMPLE Plan, even if he or she also participates in a plan of a
different employer for the same year. However, the employee's salary reduction
contributions are subject to the limitation of section 402(g), which provides an
aggregate limit on the exclusion for elective deferrals for any individual.
Also, an eligible employee who participates in an employer's SIMPLE plan and an
eligible deferred compensation plan described in section 457(b) is subject to
the limitation described in section 457(c). The employee is responsible for
monitoring compliance with these limitations.

ELIGIBLE EMPLOYERS: SIMPLE plans may be established by employers (including
tax-exempt employers and governmental entities) that had no more than 100
employees who earned $5,000 or more in compensation during the preceding
calendar year. For purposes of the 100-employee limitation, all employees
employed at any time during the calendar year are taken into account, regardless
of whether they are eligible to participate in the SIMPLE plan. This means that
otherwise excludible employees (i.e., certain union employees, nonresident
aliens with no U.S.-source income, and those employees who have not met the
plan's minimum eligibility requirements) must be taken into account.


SIMPLE PLAN CONTRIBUTIONS:


ELECTIVE DEFERRALS (SALARY REDUCTION CONTRIBUTIONS) - A salary reduction
contribution is a contribution made pursuant to an employee's election to have
an amount contributed to his or her SIMPLE IRA, rather than have the amount paid
directly to the employee in cash. An eligible employee must be permitted to
elect to have salary reduction contributions made at the level specified by the
employee, expressed as a percentage of compensation for the year or as a
specific dollar amount. The maximum salary reduction contribution per calendar
year may not exceed $6,000, subject to cost of living adjustments. Salary
reduction contributions may not begin until the eligible employee completes a
form provided by the employer designed to permit the employee to elect the
salary reduction percentage or specific dollar amount. An employer may not place
any restrictions on the amount of an employee's salary reduction contributions
(e.g., by limiting the contribution percentage), except to the extent needed to
comply with the annual limit.


EMPLOYER CONTRIBUTIONS - TWO OPTIONS


1. MATCHING CONTRIBUTIONS: Under a SIMPLE plan, an employer is generally
required to make a contribution on behalf of each eligible employee in an amount
equal to the employee's salary reduction contributions, up to a limit of 3% of
the employee's compensation for the entire calendar year.

   The 3% limit on matching contributions is permitted to be reduced for a
calendar year at the election of the employer, but only if: the limit is not
reduced below 1%; the limit is not reduced for more than two years out of the
five-year period that ends with and includes the year for which the election is
effective; and employees are notified of the reduced limit within a reasonable
period of time before the 60-day election period during which employees can
enter into salary reduction agreements as described below.

   In determining whether the limit was reduced below 3% for a year, any year
before the first year in which an employer (or a predecessor employer) maintains
a SIMPLE plan will be treated as a year for which the limit was 3%. If an
employer chooses to make nonelective contributions for a year in lieu of
matching contributions, that year also will be treated as a year for which the
limit was 3%.


                                                                              20

<PAGE>   


2. NONELECTIVE CONTRIBUTIONS: Under a SIMPLE plan, an employer may make
nonelective contributions in lieu of matching contributions. These nonelective
contributions must be equal to 2% of each eligible employee's compensation for
the entire calendar year, regardless of whether the employee elects to make
salary reduction contributions for the calendar year. The employer may, but is
not required to, limit nonelective contributions to eligible employees who have
at least $5,000 (or some lower amount selected by the employer) of compensation
for the year. For purposes of this 2% nonelective contribution only, the
compensation taken into account must be limited to the amount of compensation
under section 401(a)(17) for the year. For 1997, this limit is $160,000 and will
be adjusted in accordance with the cost of living.

   An employer may substitute the 2% nonelective contribution for the matching
contribution for a year only if eligible employees are notified within a
reasonable period of time before the 60-day election period during which
employees can enter into salary reduction agreements that a 2% nonelective
contribution will be made instead of a matching contribution.

EMPLOYEE ELECTIONS: During the 60-day period immediately preceding January 1st
of a calendar year (i.e., November 2 to December 31 of the preceding calendar
year), an eligible employee must be given the right to enter into a salary
reduction agreement for the calendar year, or to modify a prior agreement
(including reducing the amount subject to this agreement to $0). However, for
the year in which the employee becomes eligible to make salary reduction
contributions, the period during which the employee may enter into a salary
reduction agreement or modify a prior agreement is a 60-day period that includes
either the date the employee becomes eligible or the day before that date. For
example, if an employer establishes a SIMPLE plan effective as of July 1, 1997,
each eligible employee becomes eligible to make salary reduction contributions
on that date and the 60-day period must begin no later than July 1 and cannot
end before June 30, 1997.

   During these 60-day periods, employees have the right to modify their salary
reduction agreements without restrictions. In addition, for the year in which an
employee becomes eligible to make salary reduction contributions, the employee
must be able to commence these contributions as soon as the employee becomes
eligible, regardless of whether the 60-day period has ended. An employer may,
but is not required to, provide additional opportunities or longer periods for
permitting eligible employees to enter into salary reduction agreements or to
modify prior agreements.

   An employee must be given the right to terminate a salary reduction agreement
for a calendar year at any time during the year even if this is outside a SIMPLE
plan's normal election period. The employer's SIMPLE plan may, however, provide
that an employee who terminates a salary reduction agreement at any time other
than the normal election period is not eligible to resume participation until
the beginning of the next calendar year.


EMPLOYER ADMINISTRATIVE AND NOTIFICATION REQUIREMENTS: An employer must notify
each employee, immediately before the employee's 60-day election period, of the
employee's opportunity to enter into a salary reduction agreement or to modify a
prior agreement. If applicable, this notification must disclose an employee's
ability to select the financial institution that will serve as the trustee or
custodian of the employee's SIMPLE IRA. Such notification must also include the
Summary Description required under section 408(l)(2)(B). Such notification must
also include whether the employer will be making either matching contributions
(including the employer's election to reduce the matching contribution below 3%)
or nonelective contributions as previously described.

   If an eligible employee who is entitled to a contribution under the
employer's SIMPLE plan is unwilling or unable to establish a SIMPLE IRA with any
financial institution prior to the date on which the contribution is required to
be made to the SIMPLE IRA of the employee, the employer may execute the
necessary SIMPLE IRA documents on the employee's behalf with a financial
institution selected by the employer.

   The employer must deliver the salary reduction contributions to the financial
institution maintaining the SIMPLE IRA as of the earliest date on which the
contributions can reasonably be segregated from the employer's general assets,
but no later than the close of the 30-day period following the last day of the
month in which amounts would otherwise have been payable to the employee in
cash.

   Matching and nonelective employer contributions must be made to the financial
institution maintaining the SIMPLE IRA no later than the due date for filing the
employer's income tax return, including extensions, for the taxable year that
includes the last day of the calendar year for which the contributions are made.


ROLLOVERS:


ROLLOVER CONTRIBUTIONS FROM ANOTHER SIMPLE IRA - A rollover contribution to this
SIMPLE IRA is only permitted from another SIMPLE IRA. A rollover contribution
from another SIMPLE IRA is any amount the participant receives from one SIMPLE
IRA and redeposits some or all of it into this SIMPLE IRA. The participant is
not required to roll over the entire amount received from the first SIMPLE IRA.
However, any amount you do not roll over will be taxed at ordinary income tax
rates for federal income tax purposes and may also be subject to an additional
tax if the distribution is a premature distribution described below.

   ROLLOVER DISTRIBUTIONS FROM A SIMPLE IRA - A distribution from any SIMPLE IRA
may be rolled over only to another SIMPLE IRA during the two-year period the
participant first participated in the employer's SIMPLE plan. Thus, a
distribution from a SIMPLE IRA during that two-year period qualifies as a
rollover contribution (and is not includible in gross income of the participant)
only if the distribution is paid into another SIMPLE IRA and satisfies the other
requirements that apply to all IRA rollovers under section 408(d)(3). SIMPLE
IRAs may never be rolled into an employer's plan, such as a qualified plan or
section 403(b) plan. After this two-year period, a distribution from a SIMPLE
IRA may be rolled over to any IRA maintained by the individual. This two-year
period begins on the first day on which contributions made by the individual's
employer are deposited in the individual's SIMPLE IRA.


SPECIAL RULES THAT APPLY TO ROLLOVERS -


o    The rollover must be completed no later than the 60th day after the day the
     distribution was received by you.

o    You may have only one IRA-to-IRA rollover during a 12-consecutive-month
     period measured from the date you received a distribution of an IRA which
     was rolled over to another IRA. (See IRS Publication 590 for more
     information.)

o    The same property you receive in a distribution must be the same property
     you roll over into the second IRA. For example, if you receive a
     distribution from an IRA of property, such as stocks, that same stock must
     be rolled over into the second IRA.

o    You are required to make an irrevocable election indicating that this
     transaction will be treated as a rollover contribution.

o    You are not required to receive a complete distribution from your IRA in
     order to make a rollover contribution into another IRA, nor are you
     required to roll over the entire amount you received from the first IRA.

o    If you inherit an IRA due to the death of the participant, you may not roll
     this IRA into your own IRA unless you are the spouse of the decedent.

o    If you are age 70 1/2 or older and wish to roll over to another IRA, you
     must first satisfy the minimum distribution requirement for that year and
     then the rollover of the remaining amount may be made.

o    Rollover contributions to a SIMPLE IRA may not be made from a qualified
     plan, 403(b) plan, or any other IRA that is not a SIMPLE IRA.


EXCESS DEFERRALS: Excess elective deferrals (amounts in excess of the $6,000
SIMPLE elective deferral limit) are includible in your gross income in the
calendar year of deferral. Income on the excess elective deferrals is includible
in your income in the year of withdrawal from the SIMPLE IRA. You should
withdraw excess elective deferrals and any allocable income, from your SIMPLE
IRA by April 15 following the year to which the deferrals relate. These amounts
may not be transferred or rolled over tax-free to another SIMPLE IRA. If you
fail to withdraw excess elective deferrals, and any allocable income, by the
following April 15th, the excess elective deferrals will be subject to the IRA
contribution limitations of sections 219 and 408 of the Code and thus may be
considered an excess contribution to your IRA. Such excess deferrals may be
subject to a 6% excise tax for each year they remain in your SIMPLE IRA. Income
on excess elective deferrals is includible in your gross income in the year you
withdraw it from your IRA and must be withdrawn by April 15 following the
calendar year to which the deferrals relate. Income withdrawn from the IRA after
that date may be subject to a 10% tax (or 25% if withdrawn within the first two
years of participation) on early distributions. The rules for determining and
allocating income attributable to excess elective deferrals and other excess
SIMPLE contributions are the same as those governing regular IRA excess
contributions. The trustee or custodian of your SIMPLE IRA will inform you of
the income allocable to such excess amounts.


DISTRIBUTIONS: In general, all distributions from a SIMPLE IRA are subject to
federal income tax by the payee or distributee, whichever the case may be. When
you start withdrawing from your SIMPLE IRA, you may take the distributions in
regular payments, random withdrawals or in a single-sum payment. Generally, all
amounts distributed to you from your SIMPLE IRA are included in your gross
income in the taxable year in which they are received. However, if you have made
nondeductible contributions to any regular IRA as permitted under section


                                                                              21


<PAGE>   

408(o) of the Code, the nontaxable portion of the distribution, if any, will be
a percentage based upon the ratio of your unrecovered nondeductible
contributions to the aggregate of all IRA balances, including SEP, SIMPLE and
rollover contributions, as of the end of the year in which you take the
distribution, plus distributions from the account during the year. All taxable
distributions from your SIMPLE IRA are taxed at ordinary income tax rates for
federal income tax purposes and are not eligible for either capital gains
treatment or 5/10 year averaging. An employer may not require an employee to
retain any portion of the contribution in the SIMPLE IRA or otherwise impose any
withdrawal restrictions.

   PREMATURE DISTRIBUTIONS - In general, if you are under age 59 1/2 and receive
a distribution from your SIMPLE IRA account, a 10% additional income tax will
apply to the taxable portion of the distribution, unless the distribution is
received due to death; disability; a series of substantially equal periodic
payments at least annually over your life expectancy or the joint life
expectancy of you and your designated beneficiary; medical expenses that exceed
7.5% of your adjusted gross income; health insurance premiums paid by certain
unemployed individuals; a qualifying rollover distribution; or the timely
withdrawal of an excess deferral plus income attributable. If you request a
distribution in the form of a series of substantially equal payments, and you
modify the payments before five years have elapsed and before attaining age 59
1/2, the 10% additional income tax will apply retroactively to the year payments
began through the year of such modification. In addition, if you request a
distribution from your SIMPLE IRA within your first two years of participation
in the SIMPLE plan and none of the exceptions listed above applies to the
distribution, the normal 10% additional income tax referred to earlier is
increased to 25%.

   AGE 70 1/2 REQUIRED MINIMUM DISTRIBUTIONS - You are required to begin
receiving minimum distributions from your SIMPLE IRA by your required beginning
date (the April 1 of the year following the year you attain age 70 1/2). The
year you attain age 70 1/2 is referred to as your "first distribution calendar
year." Your minimum distribution is based upon the value of your account at the
end of the prior year (less any required distributions you received between
January 1 and April 1 of the year following your first distribution calendar
year) by the joint life expectancy of you and your designated beneficiary. If
you do not have a designated beneficiary then the minimum distribution will be
based upon your single life expectancy.

   As you can see, who you designate as beneficiary under your SIMPLE IRA will
affect the period over which distributions may be made. If you have more than
one primary beneficiary, generally the beneficiary with the shortest life
expectancy will be the measuring life expectancy used for determining the period
over which distributions will be made. If no beneficiary is named or you name a
beneficiary which is not an individual (i.e., your estate), distributions will
be based upon your single life expectancy.

   By the April 1 following your first distribution calendar year, you must make
certain elections on a form provided by the Custodian. If no election is made,
you will be deemed to have elected to take your distributions over a period not
to exceed your single life expectancy. The required distributions for the second
distribution calendar year and for each subsequent distribution calendar year
must be made by December 31 of such year.

   Unless otherwise elected by the Custodian (or by you, if the Custodian
permits) in determining the amount to be distributed for the second distribution
calendar year and subsequent distribution calendar years, your life expectancy
(and your designated beneficiary's life expectancy) shall not be recalculated.
If the Custodian elects (or you elect, if the Custodian permits) to recalculate
your life expectancy or your spouse's life expectancy, you will generally have a
longer period of time over which payments will be made and therefore the minimum
distribution will be less.

   CAUTION: If you or your spouse should die, the decedent's life expectancy
that is being recalculated is reduced to zero which will reduce the period of
distribution to the survivor's single life expectancy. If recalculation is not
elected, the death of either person will not have an effect on the payment
period.

   In any distribution calendar year you may take more than the required
minimum. However, if you take less than the required minimum with respect to any
distribution calendar year, you are subject to a federal excise tax penalty of
50% of the difference between the amount required to be distributed and the
amount actually distributed.

   MINIMUM DISTRIBUTION INCIDENTAL BENEFIT (MDIB) RULE - Basically, this rule
specifies that benefits provided under a retirement plan must be for the primary
benefit of a participant rather than for his/her beneficiaries. If your spouse
is your sole beneficiary, these special MDIB rules do not apply. The amount
required to be distributed under the MDIB rule may in some cases be more than
the amount required under the normal age 70 1/2 required minimum distribution
rules. If someone other than or in addition to your spouse is a named primary
beneficiary, the minimum distribution required is the greater of the amount
determined under the regular 70 1/2 rules and the amount determined under the
MDIB rules. The minimum amount to be distributed under the MDIB rules is the
amount determined by taking the balance in your SIMPLE IRA account and dividing
it by a factor taken from an IRS table specified in IRS regulations. The table
provides life expectancies for you and a beneficiary who is assumed to be 10
years younger.

   DEATH DISTRIBUTIONS - If you die after your required beginning date, the
balance in your SIMPLE IRA will be distributed in a manner which is at least as
rapid as the method of distribution being used on the date of your death. If you
die before your required beginning date, the balance in your SIMPLE IRA must
generally be distributed within five years from the date of your death. However
your beneficiary(ies) may elect to receive the balance in your account over the
single life expectancy of your designated beneficiary if distributions begin no
later than the end of the year containing the one year anniversary of your
death. In addition, if your only beneficiary is your surviving spouse,
distributions need not commence until December 31st of the year you would have
attained age 70 1/2.

   PROHIBITED TRANSACTIONS - If you or your beneficiary engage in a prohibited
transaction (as defined under Section 4975 of the Internal Revenue Code) with
your SIMPLE IRA, it will lose its tax exemption and you must include the value
of your account in your gross income for that taxable year. If you pledge any
portion of your SIMPLE IRA as collateral for a loan, the amount so pledged will
be treated as a distribution and will be included in your gross income for that
year.

   INCOME TAX WITHHOLDING - All withdrawals from your SIMPLE IRA (except a
direct transfer) are subject to federal income tax withholding. You may,
however, elect not to have withholding apply to your SIMPLE IRA distribution in
most cases. If withholding does apply to your distribution, it is at the rate of
10% of the amount of the distribution.


DESIGNATED FINANCIAL INSTITUTION "DFI":

In general, under section 408(p), an employer must permit an employee to select
the financial institution for the SIMPLE IRA to which the employer will make all
contributions on behalf of the employee. In this case, the financial institution
is referred to as a "Non-DFI." Alternatively, under section 408(p)(7), an
employer may require that all SIMPLE contributions initially be made to a single
designated financial institution selected by the employer. In this case, the
financial institution is referred to as a "DFI." Refer to your employer's SIMPLE
Retirement Plan document to determine if the financial institution is a DFI or a
Non-DFI.

   USE OF A DESIGNATED FINANCIAL INSTITUTION "DFI" - If an employer requires
that all SIMPLE contributions initially be made to a DFI, the following
requirements must be met:

     1.   The employer and the financial institution must agree that the
          financial institution will be a DFI for the employer's SIMPLE plan;

     2.   The DFI must agree that, if a participant elects before the expiration
          of the employee's 60-day election period, the participant's balance
          will be transferred without cost or penalty to another SIMPLE IRA (or
          after the two year period no longer applies, to any IRA) to a
          financial institution selected by the participant; and

     3.   Each participant is given written notification describing the
          procedures under which, if a participant so elects, the participant's
          balance will be transferred without cost or penalty to another SIMPLE
          IRA (or after the two year period no longer applies, to any IRA) to a
          financial institution selected by the participant.

   If the participant elects before the expiration of the 60-day election period
to have the balance transferred without cost or penalty as described above, such
election is valid only with respect to the balance attributable to SIMPLE
contributions for the calendar year following that 60-day election period (or,
for the year in which an employee becomes eligible to make salary reduction
contributions for the remainder of that year) and subsequent calendar years if
such election so provides.

   If the participant timely elects the transfer of the balance without cost or
penalty as described above, the participant's balance must be transferred on a
reasonably frequent basis, such as on a monthly basis. If a participant timely
elects this transfer without cost or penalty, the Custodian reserves the right
to restrict the investment to a specified investment option until transferred,
even though a variety of investment options are available with respect to
contributions that the participant has not elected to transfer.

   A transfer is deemed to be made without cost or penalty if no liquidation,
transaction, redemption or termination fee, or any commission, load (whether
front-end or back-end) or surrender charge or similar fee or charge is imposed
with respect to the balance being transferred that the participant has filed a
timely election with the DFI. However, the DFI can charge a reasonable annual
administrative fee to a SIMPLE IRA from which balances must be transferred in
accordance with the participant's timely transfer election.

   In order to timely elect a transfer without cost or penalty, the participant
must indicate such election on the SIMPLE IRA Plan Application attached hereto
and must be received by the DFI no later than the expiration of the 60-day
election period applicable to the employee. If the participant fails to timely
elect such transfers without cost or penalty, the DFI reserves the right to
charge any or all fees and expenses described in Section 8.05 of this SIMPLE IRA
plan agreement.

   USE OF A NONDESIGNATED FINANCIAL INSTITUTION "NON-DFI" - If the employer's
SIMPLE plan permits the participants to select their own financial institution
to serve as trustee or custodian of the SIMPLE IRA, the rules explained above do
not apply and the Custodian may charge any and all fees described in Section
8.05 of the SIMPLE IRA plan agreement.


                                                                              22

<PAGE>   


   TRANSFERS DEFINED - A direct transfer is a payment from this SIMPLE IRA
directly to another trustee or custodian of a SIMPLE IRA (or, after the two-year
period no longer applies, to the trustee or custodian of any IRA). Transfers do
not constitute a distribution since you are never in receipt of the funds. The
monies are transferred directly to the new trustee or custodian. If you should
transfer all or a portion of your SIMPLE IRA to your former spouse's IRA under a
divorce decree (or under a written instrument incident to divorce) or separation
instrument, you will not be deemed to have made a taxable distribution, but
merely a transfer. The portion so transferred will be treated at the time of the
transfer as the IRA of your spouse or former spouse. If your spouse is the
beneficiary of your SIMPLE IRA, in the event of your death, your spouse may
"assume" your SIMPLE IRA. The assumed IRA is then treated as your surviving
spouse's IRA.


SUMMARY DESCRIPTION REQUIREMENTS: In general, the Custodian of any SIMPLE IRA
must annually provide to the employer maintaining the SIMPLE plan a Summary
Description early enough to allow the employer to meet its notification
obligations. If the Custodian of this SIMPLE IRA is a DFI, the Summary
Description will be provided directly to the employer by the Custodian in the
underlying SIMPLE plan agreement. If the Custodian of this SIMPLE IRA is a
Non-DFI, the Summary Description will be provided directly to the employee by
the Custodian. The employee agrees to have the employer complete certain
information contained on the Summary Description with respect to the employer's
SIMPLE plan provisions. A sample Summary Description for a Non-DFI is located on
the following page. The Custodian of a "transfer SIMPLE IRA" is not required to
provide this Summary Description. A SIMPLE IRA is a "transfer SIMPLE IRA" if it
is not a SIMPLE IRA to which the employer has made contributions under the
SIMPLE plan.


PROCEDURES FOR WITHDRAWALS: All distributions from this SIMPLE IRA must be
requested in writing on a form provided to the participant by the Custodian.
After the withdrawal form has been completed and executed by the recipient, the
form must be either hand delivered to the Custodian during normal business hours
or mailed to the Custodian by first class mail, certified or registered mail
prepaid through the U.S. Postal Service, or through any means of an expedited
delivery service. After receipt of a properly executed withdrawal form, the
Custodian will process the distribution as soon as administratively feasible.


FEDERAL ESTATE AND GIFT TAXES: Generally, there is no specific exclusion for
SIMPLE IRAs under the estate tax rules. Therefore, in the event of your death,
your SIMPLE IRA balance will be includible in your gross estate for federal
estate tax purposes. However, if your surviving spouse is the beneficiary of
your SIMPLE IRA, the amount in your SIMPLE IRA may qualify for the marital
deduction available under Section 2056 of the Internal Revenue Code. A transfer
of property for federal gift tax purposes does not include an amount which a
beneficiary receives from a SIMPLE IRA plan.


PENALTIES: If you are under age 59 1/2 and receive a premature distribution from
your SIMPLE IRA, an additional 10% (or 25% for certain SIMPLE IRA distributions)
income tax will apply on the taxable amount of the distribution. If you make an
excess deferral to your SIMPLE IRA and it is not corrected on a timely basis, an
excise tax of 6% is imposed on the excess amount. This tax will apply each year
to any part or all of the excess which remains in your account. If you are age
70 1/2 or over or if you should die, and the appropriate required minimum
distributions are not made from your SIMPLE IRA, an additional tax of 50% is
imposed upon the difference between what should have been distributed and what
was actually distributed.

   For tax years ending before 1/1/97, you will be taxed an additional 15% on
any amount you receive and include in income during a calendar year from
qualified plans, TSAs and all IRAs which exceeds the greater of $150,000
(unindexed) or $112,500 (indexed for cost of living). Before you receive an
excess distribution, you should seek advice from your tax advisor with respect
to the application of these rules. For tax years 1997, 1998 and 1999, the 15%
excess distribution tax will not apply. In the event of your death, your estate
may be subject to a 15% tax on the "excess accumulation" in all of your
qualified plans, TSAs and IRAs. You should seek the advice of your own tax
advisor with respect to the application of this excess accumulation excise tax.
You must file IRS Form 5329 with the Internal Revenue Service for any year an
additional tax is due.


IRS APPROVAL AS TO FORM: This SIMPLE IRA Custodial Agreement has been approved
by the Internal Revenue Service as to form. This is not an endorsement of the
plan in operation or of the investments offered.


ADDITIONAL INFORMATION: You may obtain further information on IRAs and SIMPLE
IRAs from your District Office of the Internal Revenue Service. In particular
you may wish to obtain IRS Publication 590 (Individual Retirement Arrangements).



                                                                              23

<PAGE>   
SIMPLE TRANSMITTAL FORM                                  [AIM LOGO APPEARS HERE]

- --------------------------------------------------------------------------------
1. EMPLOYER INFORMATION (Please print or type.)
   Name of Employer_____________________________________________________________
   Address______________________________________________________________________
   City_________________________________State_____________________Zip Code______
- --------------------------------------------------------------------------------
2. EMPLOYER'S AUTHORIZATION (Signature(s) of authorized employer representative)
   We hereby authorize INVESCO Trust Company to invest contributions in 
   accordance with the instructions below.
   _________________________________________________ Date _________ /___ /____
                                                           Month     Day  Year

<TABLE>
<CAPTION>
                 (1)                        (2)                 (3)                            (4)
               NAME OF                 SOCIAL SECURITY       SELECTED                 CONTRIBUTION PER FUND**
             PARTICIPANT                   NUMBER           AIM FUNDS*                (MINIMUM $25 PER FUND)
                                                                               Salary        Employer      Nonelective 
                                                                              Deferral        Match      2% Contribution
<S>                                    <C>              <C>                <C>            <C>            <C> 
1 ___________________________________  _______________  __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
2 ___________________________________  _______________  __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
3 ___________________________________  _______________  __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
4 ___________________________________  _______________  __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
5 ___________________________________  _______________  __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
6 ___________________________________  _______________  __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
7 ___________________________________  _______________  __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
                                                        __________________ $_____________ $_____________ $_____________
</TABLE>

 * Indicate funds used by each participant. ** Indicate dollar($) amount 
   contributed per fund.


                                                                              15
<PAGE>   
<TABLE>
<CAPTION>
           (1)                   (2)              (3)                                (4)
         NAME OF          SOCIAL SECURITY      SELECTED                    CONTRIBUTION PER FUND**
       PARTICIPANT             NUMBER          AIM FUNDS*                  (MINIMUM $25 PER FUND)
                                                                   Salary          Employer       Nonelective
                                                                  Deferral           Match      2% Contribution
<S>                     <C>                 <C>               <C>              <C>              <C>
 8  __________________  __________________  ________________  $______________  $______________  $______________
                                            ________________  $______________  $______________  $______________
                                            ________________  $______________  $______________  $______________
                                            ________________  $______________  $______________  $______________
 9  __________________  __________________  ________________  $______________  $______________  $______________
                                            ________________  $______________  $______________  $______________
                                            ________________  $______________  $______________  $______________
                                            ________________  $______________  $______________  $______________
10  __________________  __________________  ________________  $______________  $______________  $______________
                                            ________________  $______________  $______________  $______________
                                            ________________  $______________  $______________  $______________
                                            ________________  $______________  $______________  $______________
11  __________________  __________________  ________________  $______________  $______________  $______________
                                            ________________  $______________  $______________  $______________
                                            ________________  $______________  $______________  $______________
                                            ________________  $______________  $______________  $______________
12  __________________  __________________  ________________  $______________  $______________  $______________
                                            ________________  $______________  $______________  $______________
                                            ________________  $______________  $______________  $______________
                                            ________________  $______________  $______________  $______________


                                            Total Employer Contributions       $______________

                                            Total Employee Salary              
                                            Deferred Contributions             $______________

                                            Total Employer and                 
                                            Employee Contributions             $______________
</TABLE>

If a contribution for a participant is to be invested in more than one fund, $25
or more must be invested in each fund selected. Attach form, check (payable to
INVESCO Trust Company) and SIMPLE applications and mail to:

         REGULAR MAIL              OR            OVERNIGHT DELIVERIES ONLY
    ------------------------------------------------------------------------
    AIM FUND SERVICES, INC.                       AIM FUND SERVICES, INC.
    ATTN: RETIREMENT PLANS                        ATTN: RETIREMENT PLANS
          OPERATIONS                                    OPERATIONS
    P.O. BOX 4739                                 P.O. BOX 4739
    HOUSTON, TEXAS 77210-4739                     HOUSTON, TEXAS 77210-4739

 * Indicate funds used by each participant.  ** Indicate dollar($) amount 
   contributed per fund.

[AIM LOGO APPEARS HERE]     A I M Distributors, Inc.

                                                                           12/97
16
<PAGE>   



                                                         [AIM LOGO APPEARS HERE]

SAVINGS INCENTIVE MATCH PLAN FOR EMPLOYEES OF SMALL EMPLOYERS (SIMPLE)

FORM 5304-SIMPLE (DECEMBER 1996)

(NOT SUBJECT TO THE DESIGNATED FINANCIAL INSTITUTION RULES)


Department of the Treasury
Internal Revenue Service

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

Name of Employer_____________________________________establishes the following
SIMPLE plan under section 408(p) of the Internal Revenue Code and pursuant to
the instructions contained in this form.

ARTICLE I - EMPLOYEE ELIGIBILITY REQUIREMENTS (Complete appropriate box(es) and
blanks--see instructions.)

     1. GENERAL ELIGIBILITY REQUIREMENTS. The Employer agrees to permit salary
reduction contributions to be made in each calendar year to the SIMPLE IRA
established by each employee who meets the following requirements (select either
1a or 1b):

        a  / / FULL ELIGIBILITY. All employees are eligible.

        b  / / LIMITED ELIGIBILITY. Eligibility is limited to employees who are
               described in both (i) and (ii) below:

               (i) CURRENT COMPENSATION. Employees who are reasonably expected
               to receive at least $____________ in compensation (not to exceed
               $5,000) for the calendar year.

               (ii) PRIOR COMPENSATION. Employees who have received at least
               $_____________ in compensation (not to exceed $5,000) during any
               ___________ calendar year(s) (insert 0, 1, or 2) preceding the
               calendar year.

     2. EXCLUDABLE EMPLOYEES. (OPTIONAL)

           / / The Employer elects to exclude employees covered under a
          collective bargaining agreement for which retirement benefits were the
          subject of good faith bargaining.

ARTICLE II - SALARY REDUCTION AGREEMENTS (Complete the box and blank, if
appropriate--see instructions.)

     1.   SALARY REDUCTION ELECTION. An eligible employee may make a salary
          reduction election to have his or her compensation for each pay period
          reduced by a percentage. The total amount of the reduction in the
          employee's compensation cannot exceed $6,000* for any calendar year.

     2.   TIMING OF SALARY REDUCTION ELECTIONS.

          a. For a calendar year, an eligible employee may make or modify a
          salary reduction election during the 60-day period immediately
          preceding January 1 of that year. However, for the year in which the
          employee becomes eligible to make salary reduction contributions, the
          period during which the employee may make or modify the election is a
          60-day period that includes either the date the employee becomes
          eligible or the day before.

          b. In addition to the election periods in 2a, eligible employees may
          make salary reduction elections or modify prior elections
          ___________________. If the Employer chooses this option, insert a
          period or periods (e.g., semiannually, quarterly, monthly or daily)
          that will apply uniformly to all eligible employees.)

          c. No salary reduction election may apply to compensation that an
          employee received, or had a right to immediately receive, before
          execution of the salary reduction election.

          d. An employee may terminate a salary reduction election at any time
          during the calendar year. / / If this box is checked, an employee who
          terminates a salary reduction election not in accordance with 2b may
          not resume salary reduction contributions during the calendar year.


                                                                              17

<PAGE>   


ARTICLE III - CONTRIBUTIONS (Complete the blank, if appropriate-see
instructions.)

     1.   SALARY REDUCTION CONTRIBUTIONS. The amount by which the employee
          agrees to reduce his or her compensation will be contributed by the
          Employer to the employee's SIMPLE IRA.

     2.   OTHER CONTRIBUTIONS.

          a.   Matching Contributions

               (i) For each calendar year, the Employer will contribute a
               matching contribution to each eligible employee's SIMPLE IRA
               equal to the employee's salary reduction contributions up to a
               limit of 3% of the employee's compensation for the calendar year.

               (ii) The Employer may reduce the 3% limit for the calendar year
               in (i) only if:

                    (1) The limit is not reduced below 1%; (2) The limit is not
                    reduced for more than two calendar years during the
                    five-year period ending with the calendar year the reduction
                    is effective; and (3) Each employee is notified of the
                    reduced limit within a reasonable period of time before the
                    employees' 60-day election period for the calendar year
                    (described in Article II, item 2a).

          b.   Nonelective Contributions

               (i) For any calendar year, instead of making matching
               contributions, the Employer may make nonelective contributions
               equal to 2% of compensation for the calendar year to the SIMPLE
               IRA of each eligible employee who has at least $___________ (not
               more than $5,000) in compensation for the calendar year. No more
               than $160,000* in compensation can be taken into account in
               determining the nonelective contribution for each eligible
               employee.

               (ii) For any calendar year, the Employer may make 2% nonelective
               contributions instead of matching contributions only if:

                    (1) Each eligible employee is notified that a 2% nonelective
                    contribution will be made instead of a matching
                    contribution; and

                    (2) This notification is provided within a reasonable period
                    of time before the employees' 60-day election period for the
                    calendar year (described in Article II, item 2a).

     3.   TIME AND MANNER OF CONTRIBUTIONS.

          a. The Employer will make the salary reduction contributions
          (described in 1 above) for each eligible employee to the SIMPLE IRA
          established at the financial institution selected by that employee no
          later than 30 days after the end of the month in which the money is
          withheld from the employee's pay. See instructions.

          b. The Employer will make the matching or nonelective contributions
          (described in 2a and 2b above) for each eligible employee to the
          SIMPLE IRA established at the financial institution selected by that
          employee no later than the due date for filing the Employer's tax
          return, including extensions, for the taxable year that includes the
          last day of the calendar year for which the contributions are made.

ARTICLE IV - OTHER REQUIREMENTS AND PROVISIONS

     1.   CONTRIBUTIONS IN GENERAL. The Employer will make no contributions to
          the SIMPLE IRAs other than salary reduction contributions (described
          in Article III, item 1) and matching or nonelective contributions
          (described in Article III, items 2a and 2b).

     2.   VESTING REQUIREMENTS. All contributions made under this SIMPLE plan
          are fully vested and nonforfeitable.

     3.   NO WITHDRAWAL RESTRICTIONS. The Employer may not require the employee
          to retain any portion of the contributions in his or her SIMPLE IRA or
          otherwise impose any withdrawal restrictions.

     4.   SELECTION OF IRA TRUSTEE. The Employer must permit each eligible
          employee to select the financial institution that will serve as the
          trustee, custodian, or issuer of the SIMPLE IRA to which the employer
          will make all contributions on behalf of that employee.

     5.   AMENDMENTS TO THIS SIMPLE PLAN. This SIMPLE plan may not be amended
          except to modify the entries inserted in the blanks or boxes provided
          in Articles I, II, III, VI, and VII.

     6.   EFFECTS OF WITHDRAWALS AND ROLLOVERS.

          a. An amount withdrawn from the SIMPLE IRA is generally includible in
          gross income. However, a SIMPLE IRA balance may be rolled over or
          transferred on a tax-free basis to another IRA designed solely to hold
          funds under a SIMPLE plan. In addition, an individual may roll over or
          transfer his or her SIMPLE IRA balance to any IRA on a tax-free basis
          after a two-year period has expired since the individual first
          participated in a SIMPLE plan. Any rollover or transfer must comply
          with the requirements under section 408.


                                                                              18

<PAGE>   


          b. If an individual withdraws an amount from a SIMPLE IRA during the
          two-year period beginning when the individual first participated in a
          SIMPLE plan and the amount is subject to the additional tax on early
          distributions under section 72(t), this additional tax is increased
          from 10% to 25%.

ARTICLE V - DEFINITIONS

     1.   COMPENSATION.

          a. GENERAL DEFINITION OF COMPENSATION. Compensation means the sum of
          the wages, tips, and other compensation from the Employer subject to
          federal income tax withholding [as described in section 6051(a)(3)]
          and the employee's salary reduction contributions made under this
          plan, and, if applicable, elective deferrals under a section 401(k)
          plan, a SARSEP, or a section 403(b) annuity contract and compensation
          deferred under a section 457 plan required to be reported by the
          Employer on Form W-2 [as described in section 6051(a)(8)].

          b. COMPENSATION FOR SELF-EMPLOYED INDIVIDUALS. For self-employed
          individuals, compensation means the net earnings from self-employment
          determined under section 1402(a) prior to subtracting any
          contributions made pursuant to this plan on behalf of the individual.

     2.   EMPLOYEE. Employee means a common-law employee of the Employer. The
          term employee also includes a self-employed individual and a leased
          employee described in section 414(n) but does not include a
          nonresident alien who received no earned income from the Employer that
          constitutes income from sources within the United States.

     3.   ELIGIBLE EMPLOYEE. An eligible employee means an employee who
          satisfies the conditions in Article 1, item 1 and is not excluded
          under Article 1, item 2.

     4.   SIMPLE IRA. A SIMPLE IRA is an individual retirement account described
          in section 408(a), or an individual retirement annuity described in
          section 408(b), to which the only contributions that can be made are
          contributions under a SIMPLE plan and rollovers or transfers from
          another SIMPLE IRA.

ARTICLE VI - PROCEDURES FOR WITHDRAWAL (The Employer will provide each employee
with the procedures for withdrawals of contributions received by the financial
institution selected by that employee, and that financial institution's name and
address (by attaching that information or inserting it in the space below)
unless: (1) that financial institution's procedures are unavailable, or (2) that
financial institution provides the procedures directly to the employee.
See Employee Notification section in the instructions.)

ARTICLE VII - EFFECTIVE DATE
This SIMPLE plan is effective __________________________. (See instructions.)

Name of Employer
                  -------------------------------------------------------------

By:
     --------------------------------------------------------------------------
                   Signature                                       Date

Address of Employer
                    -----------------------------------------------------------

Name and Title
                ---------------------------------------------------------------

*This amount will be adjusted to reflect any annual cost-of-living increases
announced by the IRS.


                                                                              19

<PAGE>   


MODEL NOTIFICATION TO ELIGIBLE EMPLOYEES

     I.   OPPORTUNITY TO PARTICIPATE IN THE SIMPLE PLAN

     You are eligible to make salary reduction contributions to
     the_________________SIMPLE plan. This notice and the attached summary
     description provide you with information that you should consider before
     you decide whether to start, continue, or change your salary reduction
     agreement.

     II.  EMPLOYER CONTRIBUTION ELECTION

     For the ____________ calendar year, the Employer elects to contribute to
     your SIMPLE IRA [employer must select either (1), (2), or (3)]:

          / / (1) A matching contribution equal to your salary reduction
          contributions up to a limit of 3% of your compensation for the year;

          / / (2) A matching contribution equal to your salary reduction
          contributions up to a limit of ___________% (employer must insert a
          number from 1 to 3 and is subject to certain restrictions) of your
          compensation for the year; or

          / / (3) A nonelective contribution equal to 2% of your compensation
          for the year (limited to $160,000, adjusted periodically by the IRS)
          if you are an employee who makes at least $____________ (Employer must
          insert an amount that is $5,000 or less) in compensation for the year.

     III. ADMINISTRATIVE PROCEDURES

     If you decide to start or change your salary reduction agreement, you must
     complete the salary reduction agreement and return it to
     __________________________ (Employer should designate a place or
     individual) by _________________(Employer should insert a date that is not
     less than 60 days after notice is given).

     IV. EMPLOYEE SELECTION OF FINANCIAL INSTITUTION

     You must select the financial institution that will serve as the trustee,
     custodian, or issuer of your SIMPLE IRA and notify your Employer of your
     selection.


                                                                              20

<PAGE>   


PAPERWORK REDUCTION ACT NOTICE

You are not required to provide the information requested on a form that is
subject to the Paperwork Reduction Act unless the form displays a valid OMB
control number. Books or records relating to a form or its instructions must be
retained as long as their contents may become material in the administration of
any Internal Revenue law. Generally, tax returns and return information are
confidential, as required by section 6103.

     The time needed to complete this form will vary depending on individual
circumstances. The estimated average time is:

<TABLE>
<S>                                                 <C>    <C>    
          Recordkeeping. . . . . . . . . . . . . .  3 hr., 38 min.
          Learning about the law or the form . . .  2 hr., 26 min.
          Preparing the form . . . . . . . . . . .  47 min.
</TABLE>

     If you have comments concerning the accuracy of these time estimates or
suggestions for making this form simpler, we would be happy to hear from you.
You can write to the Tax Forms Committee, Western Area Distribution Center,
Rancho Cordova, CA 95743-0001. DO NOT send this form to this address. Instead,
keep it for your records.

GENERAL INSTRUCTIONS

Section references are to the Internal Revenue Code unless otherwise noted.

NOTE: THE INSTRUCTIONS FOR THIS FORM ARE DESIGNED TO ASSIST IN THE ESTABLISHMENT
AND ADMINISTRATION OF THE SIMPLE PLAN; THEY ARE NOT INTENDED TO SUPERSEDE ANY
PROVISIONS IN THE SIMPLE PLAN.

PURPOSE OF FORM

Form 5304-SIMPLE is a model Savings Incentive Match Plan for Employees of Small
Employers (SIMPLE) plan document that an employer may use to establish a SIMPLE
plan described in section 408(p), under which each eligible employee is
permitted to select the financial institution for his or her SIMPLE IRA. It is
important that you keep this form for your records. DO NOT file this form with
the IRS. For more information, see Pub. 560, Retirement Plans for the Self-
Employed, and Pub. 590, Individual Retirement Arrangements (IRAs).

INSTRUCTIONS FOR THE EMPLOYER

WHICH EMPLOYERS MAY ESTABLISH AND MAINTAIN A SIMPLE PLAN?

You are eligible to establish and maintain a SIMPLE plan only if you meet both
of the following requirements:

     1. Last calendar year, you had no more than 100 employees (including
self-employed individuals) who earned $5,000 or more in compensation from you
during the year. If you have a SIMPLE plan but later exceed this 100-employee
limit, you will be treated as meeting the limit for the two years following the
calendar year in which you last satisfied the limit. If the failure to continue
to satisfy the 100-employee limit is due to an acquisition or similar
transaction involving your business, special rules apply. Consult your tax
advisor to find out if you can still maintain the plan after the transaction.

     2. You do not maintain during any part of the calendar year another
qualified plan with respect to which contributions are made, or benefits are
accrued, for service in the calendar year. For this purpose, a qualified plan
[defined in section 219(g)(5)] includes a qualified pension plan, a
profit-sharing plan, a stock bonus plan, a qualified annuity plan, a
tax-sheltered annuity plan, and a simplified employee pension (SEP) plan.

     Certain related employers (trades or businesses under common control) must
be treated as a single employer for purposes of the SIMPLE requirements. These
are: (1) a controlled group of corporations under section 414(b); (2) a
partnership or sole proprietorship under common control under section 414(c); or
(3) an affiliated service group under section 414(m). In addition, if you have
leased employees required to be treated as your own employees under the rules of
section 414(n), then you must count all such leased employees for the
requirements listed above.


                                                                              21

<PAGE>   


WHAT IS A SIMPLE PLAN?

A SIMPLE plan is a written arrangement that provides you and your employees with
a simplified way to make contributions to provide retirement income for your
employees. Under a SIMPLE plan, employees may choose whether to make salary
reduction contributions to the SIMPLE plan rather than receiving these amounts
as part of their regular compensation. In addition, you will contribute matching
or nonelective contributions on behalf of eligible employees (see Employee
Eligibility Requirements below and Contributions on page 23). All contributions
under this plan will be deposited into a SIMPLE individual retirement account or
annuity established for each eligible employee with the financial institution
selected by each eligible employee (SIMPLE IRA).

     The information provided below is intended to help you understand and
administer the rules of your SIMPLE plan.

WHEN TO USE FORM 5304-SIMPLE

A SIMPLE plan may be established by using this Model Form or any other document
that satisfies the statutory requirements. Thus, you are not required to use
Form 5304-SIMPLE to establish and maintain a SIMPLE plan. Further, do not use
Form 5304-SIMPLE if:

     1. You want to require that all SIMPLE plan contributions initially go to a
financial institution designated by you (i.e., you do not want to permit each of
your eligible employees to choose a financial institution that will initially
receive contributions). However, Form 5305-SIMPLE, Savings Incentive Match Plan
for Employees of Small Employers (SIMPLE) (for Use With a Designated Financial
Institution), may be used in such a case;

     2. You want employees who are nonresident aliens receiving no earned income
from you that constitutes income from sources within the United States to be
eligible under this plan; or

     3. You want to establish a SIMPLE 401(k) plan.

COMPLETING FORM 5304-SIMPLE

Pages 1 and 2 of Form 5304-SIMPLE contain the operative provisions of your
SIMPLE plan. This SIMPLE plan is considered adopted when you have completed all
appropriate boxes and blanks and it has been executed by you.

     The SIMPLE plan is a legal document with important tax consequences for you
and your employees. You may want to consult with your attorney or tax advisor
before adopting this plan.

EMPLOYEE ELIGIBILITY REQUIREMENTS (ARTICLE I)

Each year for which this SIMPLE plan is effective, you must permit salary
reduction contributions to be made by all of your employees who are reasonably
expected to receive at least $5,000 in compensation from you during the year,
and who received at least $5,000 in compensation from you in any two preceding
years. However, you can expand the group of employees who are eligible to
participate in the SIMPLE plan by completing the options provided in Article I,
items 1a and 1b. To choose full eligibility, check the box in Article I, item
1a. Alternatively, to choose limited eligibility, check the box in Article I,
item 1b, and then insert $5,000 or a lower compensation amount (including zero)
and two or a lower number of years of service in the blanks in (i) and (ii) of
Article I, item 1b.

     In addition, you can exclude from participation those employees covered
under a collective bargaining agreement for which retirement benefits were the
subject of good faith bargaining. You may do this by checking the box in Article
I, item 2.

SALARY REDUCTION AGREEMENTS (ARTICLE II)

As indicated in Article II, item 1, a salary reduction agreement permits an
eligible employee to make a salary reduction election to have his or her
compensation for each pay period reduced by a percentage (expressed as a
percentage or dollar amount). The total amount of the reduction in the
employee's compensation cannot exceed $6,000* for any calendar year.

TIMING OF SALARY REDUCTION ELECTIONS

For a calendar year, an eligible employee may make or modify a salary reduction
election during the 60-day period immediately preceding January 1 of that year.
However, for the year in which the employee becomes eligible to make salary
reduction contributions, the period during which the employee may make or modify
the election is a 60-day period that includes either the date the employee
becomes eligible or the day before.

* This amount will be adjusted to reflect any annual cost-of-living increases
  announced by the IRS.


                                                                              22

<PAGE>   


     You can extend the 60-day election periods to provide additional
opportunities for eligible employees to make or modify salary reduction
elections using the blank in Article II, item 2b. For example, you can provide
that eligible employees may make new salary reduction elections or modify prior
elections for any calendar quarter during the 30 days before that quarter.

     You may use (but are not required to) the Model Salary Reduction Agreement
to enable eligible employees to make or modify salary reduction elections.

     Employees must be permitted to terminate their salary reduction elections
at any time. They may resume salary reduction contributions if permitted under
Article II, item 2b. However, by checking the box in Article II, item 2d, you
may prohibit an employee who terminates a salary reduction election outside the
normal election cycle from resuming salary reduction contributions during the
remainder of the calendar year.

CONTRIBUTIONS (ARTICLE III)

Only contributions described below may be made to this SIMPLE plan. No
additional contributions may be made.

SALARY REDUCTION CONTRIBUTIONS

As indicated in Article III, item 1, salary reduction contributions consist of
the amount by which the employee agrees to reduce his or her compensation. You
must contribute the salary reduction contributions to the financial institution
selected by each eligible employee.

OTHER CONTRIBUTIONS
MATCHING CONTRIBUTIONS.

In general, you must contribute a matching contribution to each eligible
employee's SIMPLE IRA equal to the employee's salary reduction contributions.
This matching contribution cannot exceed 3% of the employee's compensation. See
Definition of Compensation, below.

     You may reduce this 3% limit to a lower percentage, but not lower than 1%.
You cannot lower the 3% limit for more than two calendar years out of the
five-year period ending with the calendar year the reduction is effective. NOTE:
If any year in the five-year period described above is a year before you first
established any SIMPLE plan, you will be treated as making a 3% matching
contribution for that year for purposes of determining when you may reduce the
employer matching contribution.

     In order to elect this option, you must notify the employees of the reduced
limit within a reasonable period of time before the applicable 60-day election
periods for the year. See Timing of Salary Reduction Elections above.

NONELECTIVE CONTRIBUTIONS.

Instead of making a matching contribution, you may, for any year, make a
nonelective contribution equal to 2% of compensation for each eligible employee
who has at least $5,000 in compensation for the year. Nonelective contributions
may not be based on more than $160,000* of compensation.

     In order to elect to make nonelective contributions, you must notify
employees within a reasonable period of time before the applicable 60-day
election periods for such year. See Timing of Salary Reduction Elections above.
NOTE: Insert $5,000 in Article III, item 2b(i) to impose the $5,000 compensation
requirement. You may expand the group of employees who are eligible for
nonelective contributions by inserting a compensation amount lower than $5,000.

EFFECTIVE DATE (ARTICLE VII)

Insert in Article VII, the date you want the provisions of the SIMPLE plan to
become effective. You must insert January 1 of the applicable year unless this
is the first year for which you are adopting any SIMPLE plan. If this is the
first year for which you are adopting a SIMPLE plan, you may insert any date
between January 1 and October 1, inclusive of the applicable year. Do not insert
any date before January 1, 1997.

OTHER IMPORTANT INFORMATION ABOUT YOUR SIMPLE PLAN

TIMING OF SALARY REDUCTION CONTRIBUTIONS

Under the Internal Revenue Code, for all SIMPLE plans, the employer must make
the salary reduction contributions to the financial institution selected by each
eligible employee for his or her SIMPLE IRA no later than the 30th day of the
month following the month in which the


*This amount will be adjusted to reflect any annual cost-of-living increases
announced by the IRS.


                                                                              23

<PAGE>   


amounts would otherwise have been payable to the employee in cash. The
Department of Labor has indicated that most SIMPLE plans are also subject to
Title I of the Employee Retirement Income Security Act of 1974 (ERISA). The
Department of Labor has informed the IRS that, as a matter of enforcement
policy, for these plans, salary reduction contributions must be made to each
participant's SIMPLE IRA as of the earliest date on which those contributions
can reasonably be segregated from the employer's general assets, but in no event
later than the 30-day deadline described above.

DEFINITION OF COMPENSATION

"Compensation" means the amount described in section 6051(a)(3) [wages, tips,
and other compensation from the employer subject to federal income tax
withholding under section 3401(a)]. Usually, this is the amount shown in box 1
of Form W-2, Wage and Tax Statement. For further information, see Pub. 15
(Circular E), Employer's Tax Guide. Compensation also includes the salary
reduction contributions made under this plan, and, if applicable, compensation
deferred under a section 457 plan. In determining an employee's compensation for
prior years, the employee's elective deferrals under a section 401(k) plan, a
SARSEP, or a section 403(b) annuity contract are also included in the employee's
compensation.

     For self-employed individuals, compensation means the net earnings from
self-employment determined under section 1402(a) prior to subtracting any
contributions made pursuant to this SIMPLE plan on behalf of the individual.

EMPLOYEE NOTIFICATION

You must notify each eligible employee prior to the employee's 60-day election
period described above that he or she can make or change salary reduction
elections and select the financial institution that will serve as the trustee,
custodian, or issuer of the employee's SIMPLE IRA. In this notification, you
must indicate whether you will provide:

     1. A matching contribution equal to your employees' salary reduction
contributions up to a limit of 3% of their compensation;

     2. A matching contribution equal to your employees' salary reduction
contributions subject to a percentage limit that is between 1 and 3% of their
compensation; or

     3. A nonelective contribution equal to 2% of your employees' compensation.

     You can use the Model Notification to Eligible Employees on page 20 to
satisfy these employee notification requirements for this SIMPLE plan. A Summary
Description must also be provided to eligible employees at this time. This
summary description requirement may be satisfied by providing a completed copy
of pages 1 and 2 of Form 5304-SIMPLE (including the information described in
Article VI - Procedures for Withdrawal).

     If you fail to provide the employee notification (including the summary
description) described above, you will be liable for a penalty of $50 per day
until the notification is provided. If you can show that the failure was due to
reasonable cause, the penalty will not be imposed.

     If the summary description information with respect to the financial
institution (i.e., the name and address of the financial institution and its
withdrawal procedures) is not available at the time the employee must be given
the summary description, you must provide the summary description without this
information. In such a case, you will have reasonable cause for not including
this information with respect to the financial institution in the summary
description, but only if you see to it that this information is provided to the
employee as soon as administratively feasible once the financial institution has
been selected.

REPORTING REQUIREMENTS

You are not required to file any annual information returns for your SIMPLE
plan, such as Forms 5500, 5500-C/R or 5500-EZ. However, you must report to the
IRS which eligible employees are active participants in the SIMPLE plan and the
amount of your employees' salary reduction contributions to the SIMPLE plan on
Form W-2. These contributions are subject to social security, medicare, railroad
retirement and federal unemployment tax.


                                                                              24

<PAGE>   


DEDUCTING CONTRIBUTIONS

Contributions to this SIMPLE plan are deductible in your tax year containing the
end of the calendar year for which the contributions are made.

     Contributions will be treated as made for a particular tax year if they are
made for that year and are made by the due date (including extensions) of your
income tax return for that year.

SUMMARY DESCRIPTION

Each year the SIMPLE plan is in effect, the financial institution for the SIMPLE
IRA of each eligible employee must provide the employer the information
described in section 408(I)(2)(B). This requirement may be satisfied by
providing the employer a current copy of Form 5304-SIMPLE (including
instructions) together with the financial institution's procedures for
withdrawals from SIMPLE IRAs established at that financial institution,
including financial institution's name and address. The summary description must
be received by the employer in sufficient time to comply with the Employee
Notification requirements above.

     There is a penalty of $50 per day imposed on the financial institution for
each failure by the financial institution to provide the summary description
described above. However, if the failure was due to reasonable cause, the
penalty will not be imposed.


                                                                              25

<PAGE>   
 26

<PAGE>   

                                            [AIM LOGO APPEARS HERE]

SUMMARY DESCRIPTION FOR NONDESIGNATED FINANCIAL INSTITUTION

Employer must complete the following:

ELIGIBILITY REQUIREMENTS

All Employees of the Employer shall be eligible to participate under the Plan
except:

     a. Employees included in a unit of employees covered under a collective
     bargaining agreement described in Section 2.02(a) of the Plan.

     b. Nonresident alien employees who did not receive U.S. source income
     described in Section 2.02(b) of the Plan.

     c. Employees who are not reasonably expected to earn $_____________(not to
     exceed $5,000) during the Plan Year for which the contribution is being
     made.

     d. There are no eligibility requirements. All Employees are eligible to
     participate upon the later of the plan's effective date or the employee's
     date of hire.

Each Eligible Employee will be eligible to become a Participant after having
worked for the Employer during any prior years (not to exceed 2) and received at
least $____________ in compensation (not to exceed $5,000), during each of such
prior years.

WRITTEN ALLOCATION FORMULA

The Employer has agreed to provide contributions for the _______________ Plan
Year as follows (complete only one choice):

     a.   Matching Contribution
     The amount of the Participant's Elective Deferral not in excess of 3% of
     such Participant's Compensation (not to exceed $6,000).

     b.   Matching Contribution
     The amount of the Participant's Elective Deferral not in excess of _______%
     (not less than 1% nor more than 3%) of each Participant's Compensation (not
     to exceed $6,000).

     c. Nonelective Employer Contribution 2% of each Participant's Compensation.

The Employer has designated _________________________________________________
(insert Name & Title) to provide additional information to participants about
the Employer's SIMPLE Plan.

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

GENERAL DISCLOSURE INFORMATION

The following information explains what a Savings Incentive Match Plan for
Employees ("SIMPLE") is, how contributions are made and how to treat these
contributions for tax purposes. For more specific information, refer to the
employer's SIMPLE Retirement Plan document itself. For a calendar year, you may
make or modify a salary reduction election during the 60-day period immediately
preceding January 1 of that year. However, for the year in which you first
become eligible to make salary reduction contributions, the period during which
you may make or modify the election is a 60-day period that includes either the
date you become eligible or the day before. If indicated in your Employer's
SIMPLE plan, you may have additional opportunities during a calendar year to
make or modify your salary reduction election.

     I.     SIMPLE RETIREMENT PLAN AND SIMPLE IRA DEFINED

A SIMPLE Retirement Plan is a retirement income arrangement established by your
Employer. Under this SIMPLE Plan, you may choose to defer compensation to your
own Individual Retirement Account or Annuity ("IRA"). You may base these
"elective deferrals" on a salary reduction basis that, at your election, may be
contributed to an IRA or received in cash. This type of plan is available only
to an employer with 100 or fewer employees who earned at least $5,000 during the
prior calendar year. A SIMPLE IRA is a separate IRA plan that you establish with
an eligible financial institution for the purpose of receiving contributions
under this SIMPLE Retirement Plan. Your Employer must provide you with a copy of
the SIMPLE agreement containing eligibility requirements and a description of
the basis upon which contributions may be made. All amounts contributed to your
IRA belong to you, even after you quit working for your Employer.

     II.    ELECTIVE DEFERRALS - NOT REQUIRED

You are not required to make elective deferrals under this SIMPLE Retirement
Plan. However, if the Employer is matching your elective deferrals, no Employer
contribution will be made on your behalf unless you elect to defer under the
plan.

     III.   ELECTIVE DEFERRALS - ANNUAL LIMITATION

The maximum amount that you may defer under this SIMPLE Plan for any calendar
year is limited to the lesser of the percentage of your compensation that you
select or $6,000, subject to cost-of-living increases. If you work for other
employers (unrelated to this Employer) who also maintain a salary deferral plan,
there is an overall limit on the maximum amount that you may defer in each
calendar year to all elective SEPs, cash or deferred arrangements under section
401(k) of the Code, other SIMPLE plans and 403(b) plans regardless of how many
employers you may have worked for during the year. This limitation is referred
to as the section 402(g) limit. The section 402(g) limit on elective deferrals
is currently $9,500 and is indexed according to the cost of living.

     IV.    ELECTIVE DEFERRALS - TAX TREATMENT

The amount that you may elect to contribute to your SIMPLE IRA is excludible
from gross income, subject to the limitations discussed above, and is not
includible as taxable wages on Form W-2. However, these amounts are subject to
FICA taxes.

     V.     ELECTIVE DEFERRALS - EXCESS AMOUNTS CONTRIBUTED

When "excess elective deferrals" (i.e., amounts in excess of the $6,000 SIMPLE
elective deferral limit or the section 402(g) limit) are made, you are
responsible for calculating whether you have exceeded these limits in the
calendar year. For 1997, the section 402(g) limit for contributions made to all
elective deferral plans is $9,500. Excess elective deferrals are calculated on
the basis of the calendar year.

     VI.    EXCESS ELECTIVE DEFERRALS - HOW TO AVOID ADVERSE TAX CONSEQUENCES

Excess elective deferrals are includible in your gross income in the calendar
year of deferral. Income on the excess elective deferrals is includible in your
income in the year of withdrawal from the IRA. You should withdraw excess
elective deferrals and any allocable income, from your SIMPLE IRA by April 15
following the year to which the deferrals relate. These amounts may not be
transferred or rolled over tax-free to another SIMPLE IRA. If you fail to
withdraw excess elective deferrals, and any allocable income, by the following
April 15th, the excess elective deferrals will be subject to the IRA
contribution limitations of sections 219 and 408 of the Code and thus may be
considered an excess contribution to your IRA. Such excess deferrals may be
subject to a 6% excise tax for each year they remain in your SIMPLE IRA. Income
on excess elective deferrals is includible in your gross income in the year you
withdraw it from your IRA and must be withdrawn by April 15 following the
calendar year to which the deferrals relate.

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<PAGE>   

Income withdrawn from the IRA after that date may be subject to a 10% tax (or
25% if withdrawn within the first two years of participation) on early
distributions.

     VII.   INCOME ALLOCABLE TO EXCESS AMOUNTS

The rules for determining and allocating income attributable to excess elective
deferrals and other excess SIMPLE contributions are the same as those governing
regular IRA excess contributions. The trustee or custodian of your SIMPLE IRA
will inform you of the income allocable to such excess amounts.

     VIII.  AVAILABILITY OF REGULAR IRA CONTRIBUTION DEDUCTION

In addition to any SIMPLE contribution, you may contribute to a separate IRA the
lesser of $2,000 or 100% of compensation to an IRA as a regular IRA
contribution. However, the amount that you may deduct is subject to various
limitations since you will be considered an "active participant" in an
employer-sponsored plan. See Pub. 590, "Individual Retirement Arrangement," for
more specific information.

     IX.    SIMPLE IRA AMOUNTS - ROLLOVER OR TRANSFER TO ANOTHER IRA

You may not roll over or transfer from your SIMPLE IRA any SIMPLE contributions
(or income on these contributions) made during the plan year to another IRA
(other than a SIMPLE IRA) until the two years following the date you first
participated in the SIMPLE plan. Also, any distribution made before this time
will be includible in your gross income and may also be subject to a 25% percent
additional income tax for early withdrawal. You may, however, remove excess
elective deferrals and income allocable to such excess amounts from your SIMPLE
IRA before this time, but you may not roll over or transfer these amounts to
another IRA.

     After the two-year restriction no longer applies, you may withdraw, or
receive, funds from your SIMPLE IRA, and no more than 60 days later, place such
funds in another IRA or SIMPLE IRA. This is called a "rollover" and may not be
done without penalty more frequently than at one-year intervals. However, there
are no restrictions on the number of times that you may make "transfers" if you
arrange to have such funds transferred between the trustees so that you never
have possession of the funds. You may not, however, roll over or transfer excess
elective deferrals, and income allocable to such excess amounts from your SIMPLE
IRA to another IRA. These excess amounts may be reduced only by a distribution
to you.

     X.     FILING REQUIREMENTS

You do not need to file any additional forms with the IRS because of your
participation in your employer's SIMPLE Plan.

     XI.    EMPLOYER TO PROVIDE INFORMATION

Your employer must provide you with a copy of the executed SIMPLE agreement, a
Summary Description, the form you should use to elect to defer amounts to your
SIMPLE IRA, and a statement for each taxable year showing any contribution to
your SIMPLE IRA.

     XII.   FINANCIAL INSTITUTION WHERE IRA IS ESTABLISHED TO PROVIDE
INFORMATION

The financial institution must provide you with a disclosure statement that
contains information described in section 1.408-6 of the regulations. The
Disclosure Statement that is a part of this Custodian's SIMPLE IRA account
documentation must be read in conjunction with this Summary Description for
Nondesignated Financial Institutions. The Disclosure Statement contains
important information about the SIMPLE plan rules and the contents of such
Disclosure Statement are incorporated herein by reference.

See Publication 590, "Individual Retirement Arrangements," which is available at
most IRS offices, for a more complete explanation of the disclosure
requirements. In addition to the disclosure statement, the financial institution
is required to provide you with a financial statement each year. It may be
necessary to retain and refer to statements for more than one year in order to
evaluate the investment performance of your IRA and in order that you will know
how to report IRA distributions for tax purposes.

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SIMPLE IRA DISCLOSURE STATEMENT                    [AIM LOGO APPEARS HERE]
     

RIGHT TO REVOKE YOUR SIMPLE IRA ACCOUNT: You may revoke your SIMPLE IRA within
seven days after you sign the SIMPLE IRA Plan Application by hand delivering or
mailing a written notice to the name and address indicated on the SIMPLE IRA
Plan Application. If you revoke your account by mailing a written notice, such
notice must be postmarked by the seventh day after you sign the Plan
Application. If you revoke your SIMPLE IRA within the seven-day period you will
receive a refund of the entire amount of your contributions to the SIMPLE IRA
without any adjustment for earnings or any administrative expenses. If you
exercise this revocation, we are still required to report certain information to
the IRS.

GENERAL REQUIREMENTS OF A SIMPLE IRA:
 1. All SIMPLE contributions must be made in cash, unless you are making a
    rollover contribution or transfer, and the Custodian accepts such noncash
    assets.
 2. The only types of contributions permitted to be made to this SIMPLE IRA are
    salary reduction contributions and employer contributions under the
    employer's SIMPLE Retirement Plan.
 3. The custodian of your SIMPLE IRA must be a bank, savings and loan
    association, credit union or person who is approved to act in such a
    capacity by the Secretary of the Treasury.
 4. No portion of your SIMPLE IRA funds may be invested in life insurance
    contracts.
 5. Your interest in your SIMPLE IRA must be fully vested and is nonforfeitable
    at all times.
 6. The assets in your SIMPLE IRA may not be commingled with other property
    except in a common trust fund or common investment fund.
 7. You may not invest the assets of your SIMPLE IRA in collectibles (as
    described in Section 408(m) of the Internal Revenue Code.) A collectible is
    defined as any work of art, rug or antique, metal or gem, stamp or coin,
    alcoholic beverage, or any other tangible personal property specified by the
    IRS. However, if the Custodian permits, specially minted U.S. Gold and
    Silver bullion coins and certain state-issued coins are permissible SIMPLE
    IRA investments.
 8. Your interest in your SIMPLE IRA must begin to be distributed to you by the
    April 1st following the calendar year you attain the age of 70-1/2. The
    methods of distribution, election deadlines and other limitations are
    described in detail below.
 9. For purposes of the SIMPLE IRA Plan rules, in the case of an individual who
    is not a self-employed individual, compensation means the amount described
    in section 6051(a)(3) which includes wages, tips and other compensation from
    the employer subject to income tax withholding under section 3401(a), and
    amounts described in section 6051(a)(8), including elective contributions
    made under a SIMPLE plan, and compensation deferred under a section 457
    plan. In the case of a self-employed individual, compensation means net
    earnings from self-employment determined under section 1402(a), prior to
    subtracting any contributions made under the SIMPLE plan on behalf of the
    individual.
10. Contributions to a SIMPLE IRA are excludible from federal income tax and not
    subject to federal income tax withholding when made to the SIMPLE IRA.
    Salary reduction contributions are subject to FICA, FUTA or RRTA tax when
    made and must be reported on the employee's Form W-2 wage statement.
    Matching and nonelective employer contributions made to a SIMPLE IRA are not
    subject to FICA, FUTA or RRTA and are not required to be reported on Form
    W-2.
11. A SIMPLE IRA must be established by or on behalf of an employee prior to the
    first date by which a contribution is required to be deposited into the
    SIMPLE IRA.

ELIGIBLE EMPLOYEES: Under a SIMPLE Retirement Plan established by an Eligible
Employer, all employees of the employer who received at least $5,000 in
compensation from the employer during any two preceding calendar years, whether
or not consecutive, and who are reasonably expected to receive at least $5,000
in compensation during the calendar year, must be eligible to participate in
the SIMPLE Plan for the calendar year. An employer may impose less restrictive
eligibility requirements, such as eliminating or reducing the prior year
compensation requirements, the current year compensation requirement, or both,
under its SIMPLE Plan.
     An employer, at its option, may exclude from eligibility employees who are
included in a unit of employees covered by an agreement that the Secretary of
Labor finds to be a collective bargaining agreement between employee
representatives and one or more employers, if there is evidence that retirement
benefits were the subject of good faith bargaining between such employee
representatives and such employer or employers; in the case of a trust
established or maintained pursuant to an agreement that the Secretary of Labor
finds to be a collective bargaining agreement between air pilots represented in
accordance with Title II of the Railway Labor Act and one or more employees, all
employees not covered by that agreement; and employees who are nonresident
aliens and who received no earned income from the employer that constitutes
income from sources within the United States.

PARTICIPATION IN ANOTHER PLAN: An eligible employee may participate in an
employer's SIMPLE Plan, even if he or she also participates in a plan of a
different employer for the same year. However, the employee's salary reduction
contributions are subject to the limitation of section 402(g), which provides an
aggregate limit on the exclusion for elective deferrals for any individual.
Also, an eligible employee who participates in an employer's SIMPLE plan and an
eligible deferred compensation plan described in section 457(b) is subject to
the limitation described in section 457(c). The employee is responsible for
monitoring compliance with these limitations. 

ELIGIBLE EMPLOYERS: SIMPLE plans may be established by employers (including 
tax-exempt employers and governmental entities) that had no more than 100
employees who earned $5,000 or more in compensation during the preceding
calendar year. For purposes of the 100-employee limitation, all employees
employed at any time during the calendar year are taken into account,
regardless of whether they are eligible to participate in the SIMPLE plan. This
means that otherwise excludible employees (i.e., certain union employees,
nonresident aliens with no U.S.-source income, and those employees who have not
met the plan's minimum eligibility requirements) must be taken into account. 

SIMPLE PLAN CONTRIBUTIONS:

ELECTIVE DEFERRALS (SALARY REDUCTION CONTRIBUTIONS) -- A salary reduction
contribution is a contribution made pursuant to an employee's election to have
an amount contributed to his or her SIMPLE IRA, rather than have the amount
paid directly to the employee in cash. An eligible employee must be permitted
to elect to have salary reduction contributions made at the level specified by
the employee, expressed as a percentage of compensation for the year or as a
specific dollar amount. The maximum salary reduction contribution per calendar
year may not exceed $6,000, subject to cost of living adjustments. Salary
reduction contributions may not begin until the eligible employee completes a
form provided by the employer designed to permit the employee to elect the
salary reduction percentage or specific dollar amount. An employer may not
place any restrictions on the amount of an employee's salary reduction
contributions (e.g., by limiting the contribution percentage), except to the
extent needed to comply with the annual limit.

EMPLOYER CONTRIBUTIONS -- TWO OPTIONS

1. MATCHING CONTRIBUTIONS: Under a SIMPLE plan, an employer is generally
required to make a contribution on behalf of each eligible employee in an
amount equal to the employee's salary reduction contributions, up to a limit of
3% of the employee's compensation for the entire calendar year.
     The 3% limit on matching contributions is permitted to be reduced for a
calendar year at the election of the employer, but only if: the limit is not
reduced below 1%; the limit is not reduced for more than two years out of the
five-year period that ends with and includes the year for which the election is
effective; and employees are notified of the reduced limit within a reasonable
period of time before the 60-day election period during which employees can
enter into salary reduction agreements as described below.
     In determining whether the limit was reduced below 3% for a year, any year
before the first year in which an employer (or a predecessor employer)
maintains a SIMPLE plan will be treated as a year for which the limit was 3%.
If an employer chooses to make nonelective contributions for a year in lieu of
matching contributions, that year also will be treated as a year for which the
limit was 3%.

                                                                        29

<PAGE>   
2. NONELECTIVE CONTRIBUTIONS: Under a SIMPLE plan, an employer may make
nonelective contributions in lieu of matching contributions. These nonelective
contributions must be equal to 2% of each eligible employee's compensation for
the entire calendar year, regardless of whether the employee elects to make
salary reduction contributions for the calendar year. The employer may, but is
not required to, limit nonelective contributions to eligible employees who have
at least $5,000 (or some lower amount selected by the employer) of compensation
for the year. For purposes of this 2% nonelective contribution only, the
compensation taken into account must be limited to the amount of compensation
under section 401(a)(17) for the year. For 1997, this limit is $160,000 and will
be adjusted in accordance with the cost of living. 
     An employer may substitute the 2% nonelective contribution for the matching
contribution for a year only if eligible employees are notified within a
reasonable period of time before the 60-day election period during which
employees can enter into salary reduction agreements that a 2% nonelective
contribution will be made instead of a matching contribution. 

EMPLOYEE ELECTIONS: During the 60-day period immediately preceding
January 1st of a calendar year (i.e., November 2 to December 31 of the preceding
calendar year), an eligible employee must be given the right to enter into a
salary reduction agreement for the calendar year, or to modify a prior agreement
(including reducing the amount subject to this agreement to $0). However, for
the year in which the employee becomes eligible to make salary reduction
contributions, the period during which the employee may enter into a salary
reduction agreement or modify a prior agreement is a 60-day period that includes
either the date the employee becomes eligible or the day before that date. For
example, if an employer establishes a SIMPLE plan effective as of July 1, 1997,
each eligible employee becomes eligible to make salary reduction contributions
on that date and the 60-day period must begin no later than July 1 and cannot
end before June 30, 1997. 
     During these 60-day periods, employees have the right to modify their
salary reduction agreements without restrictions. In addition, for the year in
which an employee becomes eligible to make salary reduction contributions, the
employee must be able to commence these contributions as soon as the employee
becomes eligible, regardless of whether the 60-day period has ended. An employer
may, but is not required to, provide additional opportunities or longer periods
for permitting eligible employees to enter into salary reduction agreements or
to modify prior agreements.
     An employee must be given the right to terminate a salary reduction
agreement for a calendar year at any time during the year even if this is
outside a SIMPLE plan's normal election period. The employer's SIMPLE plan may,
however, provide that an employee who terminates a salary reduction agreement
at any time other than the normal election period is not eligible to resume
participation until the beginning of the next calendar year.

EMPLOYER ADMINISTRATIVE AND NOTIFICATION REQUIREMENTS: An employer must notify
each employee, immediately before the employee's 60-day election period, of the
employee's opportunity to enter into a salary reduction agreement or to modify
a prior agreement. If applicable, this notification must disclose an employee's
ability to select the financial institution that will serve as the trustee or
custodian of the employee's SIMPLE IRA. Such notification must also include the
Summary Description required under section 408(1)(2)(B). Such notification must
also include whether the employer will be making either matching contributions
(including the employer's election to reduce the matching contribution below
3%) or nonelective contributions as previously described.
     If an eligible employee who is entitled to a contribution under the
employer's SIMPLE plan is unwilling or unable to establish a SIMPLE IRA with
any financial institution prior to the date on which the contribution is
required to be made to the SIMPLE IRA of the employee, the employer may execute
the necessary SIMPLE IRA documents on the employee's behalf with a financial 
institution selected by the employer.
     The employer must deliver the salary reduction contributions to the
financial institution maintaining the SIMPLE IRA as of the earliest date on
which the contributions can reasonably be segregated from the employer's
general assets, but no later than the close of the 30-day period following the
last day of the month in which amounts would otherwise have been payable to
the employee in cash.
     Matching and nonelective employer contributions must be made to the
financial institution maintaining the SIMPLE IRA no later than the due date for
filing the employer's income tax return, including extensions, for the taxable
year that includes the last day of the calendar year for which the
contributions are made.

ROLLOVERS:

ROLLOVER CONTRIBUTIONS FROM ANOTHER SIMPLE IRA - A rollover contribution to
this SIMPLE IRA is only permitted from another SIMPLE IRA. A rollover
contribution from another SIMPLE IRA is any amount the participant receives
from one SIMPLE IRA and redeposits some or all of it into this SIMPLE IRA. The
participant is not required to roll over the entire amount received from the
first SIMPLE IRA. However, any amount you do not roll over will be taxed at
ordinary income tax rates for federal income tax purposes and may also be
subject to an additional tax if the distribution is a premature distribution
described below.
     ROLLOVER DISTRIBUTIONS FROM A SIMPLE IRA - A distribution from any SIMPLE
IRA may be rolled over only to another SIMPLE IRA during the two-year period
the participant first participated in the employer's SIMPLE plan. Thus, a
distribution from a SIMPLE IRA during that two-year period qualifies as a
rollover contribution (and is not includible in gross income of the
participant) only if the distribution is paid into another SIMPLE IRA and
satisfies the other requirements that apply to all IRA rollovers under section
408(d)(3). SIMPLE IRAs may never be rolled into an employer's plan, such as a
qualified plan or section 403(b) plan. After this two-year period, a
distribution from a SIMPLE IRA may be rolled over to any IRA maintained by the
individual. This two-year period begins on the first day on which contributions
made by the individual's employer are deposited in the individual's SIMPLE IRA.

SPECIAL RULES THAT APPLY TO ROLLOVERS -

o    The rollover must be completed no later than the 60th day after the day the
     distribution was received by you.
o    You may have only one IRA-to-IRA rollover during a 12-consecutive-month 
     period measured from the date you received a distribution of an IRA which
     was rolled over to another IRA. (See IRS Publication 590 for more
     information).
o    The same property you receive in a distribution must be the same property
     you roll over into the second IRA. For example, if you receive a
     distribution from an IRA of property, such as stocks, that same stock must
     be rolled over into the second IRA.
o    You are required to make an irrevocable election indicating that this
     transaction will be treated as a rollover contribution. 
o    You are not required to receive a complete distribution from your IRA in
     order to make a rollover contribution into another IRA, nor are you
     required to roll over the entire amount you received from the first IRA.
o    If you inherit an IRA due to the death of the participant, you may not roll
     this IRA into your own IRA unless you are the spouse of the decedent.
o    If you are age 70 1/2 or older and wish to roll over to another IRA, you
     must first satisfy the minimum distribution requirement for that year and
     then the rollover of the remaining amount may be made.
o    Rollover contributions to a SIMPLE IRA may not be made from a qualified
     plan, 403(b) plan, or any other IRA that is not a SIMPLE IRA.

EXCESS DEFERRALS: Excess elective deferrals (amounts in excess of the $6,000
SIMPLE elective deferral limit) are includible in your gross income in the
calendar year of deferral. Income on the excess elective deferrals is
includible in your income in the year of withdrawal from the SIMPLE IRA. You
should withdraw excess elective deferrals and any allocable income, from your
SIMPLE IRA by April 15 following the year to which the deferrals relate. These
amounts may not be transferred or rolled over tax-free to another SIMPLE IRA.
If you fail to withdraw excess elective deferrals, and any allocable income, by
the following April 15th, the excess elective deferrals will be subject to the
IRA contribution limitations of sections 219 and 408 of the Code and thus may
be considered an excess contribution to your IRA. Such excess deferrals may be
subject to a 6% excise tax for each year they remain in your SIMPLE IRA. Income
on excess elective deferrals in includible in your gross income in the year you
withdraw it from your IRA and must be withdrawn by April 15 following the
calendar year to which the deferrals relate. Income withdrawn from the IRA
after that date may be subject to a 10% tax (or 25% if withdrawn within the
first two years of participation) on early distributions. The rules for
determining and allocating income attributable to excess elective deferrals and
other excess SIMPLE contributions are the same as those governing regular IRA
excess contributions. The trustee or custodian of your SIMPLE IRA will inform
you of the income allocable to such excess amounts.

DISTRIBUTIONS: In general, all distributions from a SIMPLE IRA are subject to
federal income tax by the payee or distributee, whichever the case may be. When
you start withdrawing from your SIMPLE IRA, you may take the distributions in
regular payments, random withdrawals or in a single-sum payment. Generally, all
amounts distributed to you from your SIMPLE IRA are included in your gross
income in the taxable year in which they are received. However, if you have
made nondeductible contributions to any regular IRA as permitted under section
408(o) of the Code, the nontaxable portion of the distribution, if any, will be
a percentage based upon the ratio of your unrecovered nondeductible
contributions to the aggregate of all IRA balances, including SEP, SIMPLE and
rollover contributions, as of the end of the year in which you take the
distribution, plus distributions from the account during the year. All taxable
distributions from your SIMPLE IRA are taxed at ordinary income tax rates for
federal income tax purposes and




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<PAGE>   
are not eligible for either capital gains treatment or 5/10 year averaging. An
employer may not require an employee to retain any portion of the contribution
in the SIMPLE IRA or otherwise impose any withdrawal restrictions. 
     PREMATURE DISTRIBUTIONS -- In general, if you are under age 59 1/2 and 
receive a distribution from your SIMPLE IRA account, a 10% additional income tax
will apply to the taxable portion of the distribution, unless the distribution
is received due to death; disability; a series of substantially equal periodic
payments at least annually over your life expectancy or the joint life
expectancy of you and your designated beneficiary; medical expenses that exceed
7.5% of your adjusted gross income; health insurance premiums paid by certain
unemployed individuals; a qualifying rollover distribution; or the timely
withdrawal of an excess deferral plus income attributable. If you request a
distribution in the form of a series of substantially equal payments, and you
modify the payments before five years have elapsed and before attaining age 
59 1/2, the 10% additional income tax will apply retroactively to the year
payments began through the year of such modification. In addition, if you
request a distribution from your SIMPLE IRA within your first two years of
participation in the SIMPLE plan and none of the exceptions listed above applies
to the distribution, the normal 10% additional income tax referred to earlier is
increased to 25%.
     AGE 70 1/2 REQUIRED MINIMUM DISTRIBUTIONS -- You are required to begin
receiving minimum distributions from your SIMPLE IRA by your required
beginning date (the April 1 of the year following the year you attain age 
70 1/2). The year you attain age 70 1/2 is referred to as your "first
distribution calendar year." Your minimum distribution is based upon the value
of your account at the end of the prior year (less any required distributions
you received between January 1 and April 1 of the year following your first
distribution calendar year) by the joint life expectancy of you and your
designated beneficiary. If you do not have a designated beneficiary then the
minimum distribution will be based upon your single life expectancy.
     As you can see, who you designate as beneficiary under your SIMPLE IRA
will affect the period over which distributions may be made. If you have more
than one primary beneficiary, generally the beneficiary with the shortest life
expectancy will be the measuring life expectancy used for determining the
period over which distributions will be made. If no beneficiary is named or
you name a beneficiary which is not an individual (i.e., your estate),
distributions will be based upon your single life expectancy.
     By the April 1 following your first distribution calendar year, you must
make certain elections on a form provided by the Custodian. If no election is
made, you will be deemed to have elected to take your distributions over a
period not to exceed your single life expectancy. The required distributions
for the second distribution calendar year and for each subsequent distribution
calendar year must be made by December 31 of such year.
     Unless otherwise elected by the Custodian (or by you, if the Custodian
permits) in determining the amount to be distributed for the second
distribution calendar year and subsequent distribution calendar years, your
life expectancy (and your designated beneficiary's life expectancy) shall not
be recalculated. If the Custodian elects (or you elect, if the Custodian
permits) to recalculate your life expectancy or your spouse's life expectancy,
you will generally have a longer period of time over which payments will be
made and therefore the minimum distribution will be less.
     CAUTION: If you or your spouse should die, the decedent's life expectancy
that is being recalculated is reduced to zero which will reduce the period of
distribution to the survivor's single life expectancy. If recalculation is not
elected, the death of either person will not have an effect on the payment
period.
     In any distribution calendar year you may take more than the required
minimum. However, if you take less than the required minimum with respect to
any distribution calendar year, you are subject to a federal excise tax penalty
of 50% of the difference between the amount required to be distributed and the
amount actually distributed.
     MINIMUM DISTRIBUTION INCIDENTAL BENEFIT (MDIB) RULE -- Basically, this
rule specifies that benefits provided under a retirement plan must be for the
primary benefit of a participant rather than for his/her beneficiaries. If your
spouse is your sole beneficiary, these special MDIB rules do not apply. The
amount required to be distributed under the MDIB rule may in some cases be more
than the amount required under the normal age 70 1/2 required minimum
distribution rules. If someone other than or in addition to your spouse is a
named primary beneficiary, the minimum distribution required is the greater of
the amount determined under the regular 70 1/2 rules and the amount determined
under the MDIB rules. The minimum amount to be distributed under the MDIB rules
is the amount determined by taking the balance in your SIMPLE IRA account and
dividing it by a factor taken from an IRS table specified in IRS regulations.
The table provides life expectancies for you and a beneficiary who is assumed
to be 10 years younger.
     DEATH DISTRIBUTIONS -- If you die after your required beginning date, the
balance in your SIMPLE IRA will be distributed in a manner which is at least as
rapid as the method of distribution being used on the date of your death. If
you die before your required beginning date, the balance in your SIMPLE IRA
must generally be distributed within five years from the date of your death.
However your beneficiary(ies) may elect to receive the balance in your account
over the single life expectancy of your designated beneficiary if distributions
begin no later than the end of the year containing the one year anniversary of
your death. In addition, if your only beneficiary is your surviving spouse,
distributions need not commence until December 31st of the year you would have
attained age 70 1/2.
     PROHIBITED TRANSACTIONS -- If you or your beneficiary engage in a
prohibited transaction (as defined under Section 4975 of the Internal Revenue
Code) with your SIMPLE IRA, it will lose its tax exemption and you must include
the value of your account in your gross income for that taxable year. If you
pledge any portion of your SIMPLE IRA as collateral for a loan, the amount so
pledged will be treated as a distribution and will be included in your gross
income for that year.
     INCOME TAX WITHHOLDING -- All withdrawals from your SIMPLE IRA (except a
direct transfer) are subject to federal income tax withholding. You may,
however, elect not to have withholding apply to your SIMPLE IRA distribution in
most cases. If withholding does apply to your distribution, it is at the rate
of 10% of the amount of the distribution.

DESIGNATED FINANCIAL INSTITUTION "DFI":

In general, under section 408(p), an employer must permit an employee to select
the financial institution for the SIMPLE IRA to which the employer will make
all contributions on behalf of the employee. In this case, the financial
institution is referred to as a "Non-DFI." Alternatively, under section
408(p)(7), an employer may require that all SIMPLE contributions initially be
made to a single designated financial institution selected by the employee. In
this case, the financial institution is referred to as a "DFI." Refer to your
employer's SIMPLE Retirement Plan document to determine if the financial
institution is a DFI or a Non-DFI.
     USE OF A DESIGNATED FINANCIAL INSTITUTION "DFI" -- If an employer
requires that all SIMPLE contributions initially be made to a DFI, the
following requirements must be met:
        1. The employer and the financial institution must agree that the
           financial institution will be a DFI for the employer's SIMPLE plan;
        2. The DFI must agree that, if a participant elects before the
           expiration of the employee's 60-day election period, the
           participant's balance will be transferred without cost or penalty to
           another SIMPLE IRA (or after the two-year period no longer applies,
           to any IRA) to a financial institution selected by the participant;
           and
        3. Each participant is given written notification describing the
           procedures under which, if a participant so elects, the participant's
           balance will be transferred without cost or penalty to another SIMPLE
           IRA (or after the two-year period no longer applies, to any IRA) to a
           financial institution selected by the participant.     
     If the participant elects before the expiration of the 60-day election
period to have the balance transferred without cost or penalty as described
above, such election is valid only with respect to the balance attributable to
SIMPLE contributions for the calendar year following that 60-day election
period (or, for the year in which an employee becomes eligible to make salary
reduction contributions for the remainder of that year) and subsequent calendar
years if such election so provides.
     If the participant timely elects the transfer of the balance without cost
or penalty as described above, the participant's balance must be transferred on
a reasonably frequent basis, such as on a monthly basis. If a participant
timely elects this transfer without cost or penalty, the Custodian reserves the
right to restrict the investment to a specified investment option until
transferred, even though a variety of investment options are available with
respect to contributions that the participant has not elected to transfer.
     A transfer is deemed to be made without cost or penalty if no liquidation,
transaction, redemption or termination fee, or any commission, load (whether
front-end or back-end) or surrender charge or similar fee or charge is imposed
with respect to the balance being transferred that the participant has filed a
timely election with the DFI. However, the DFI can charge a reasonable annual
administrative fee to a SIMPLE IRA from which balances must be transferred in
accordance with the participant's timely transfer election.
     In order to timely elect a transfer without cost or penalty, the
participant must indicate such election on the SIMPLE IRA Plan Application
attached hereto and must be received by the DFI no later than the expiration of
the 60-day election period applicable to the employee. If the participant fails
to timely elect such transfers without cost or penalty, the DFI reserves the
right to charge any or all fees and expenses described in Section 8.05 of this
SIMPLE IRA plan agreement.
     USE OF A NONDESIGNATED FINANCIAL INSTITUTION "NON-DFI" -- If the
employer's SIMPLE plan permits the participants to select their own financial
institution to serve as trustee or custodian of the SIMPLE IRA, the rules
explained above do not apply and the Custodian may charge any and all fees
described in Section 8.05 of the SIMPLE IRA plan agreement.
     TRANSFERS DEFINED -- A direct transfer is a payment from this SIMPLE IRA
directly to another trustee or custodian of a SIMPLE IRA (or, after the
two-year period no longer applies, to the trustee or custodian of any IRA).
Transfers do not constitute a distribution since you are never in receipt of
the funds. The monies

                                                                              31
<PAGE>   
are transferred directly to the new trustee or custodian. If you should transfer
all or a portion of your SIMPLE IRA to your former spouse's IRA under a divorce
decree (or under a written instrument incident to divorce) or separation
instrument, you will not be deemed to have made a taxable distribution, but
merely a transfer. The portion so transferred will be treated at the time of the
transfer as the IRA of your spouse or former spouse. If your spouse is the
beneficiary of your SIMPLE IRA, in the event of your death, your spouse may
"assume" your SIMPLE IRA. The assumed IRA is then treated as your surviving
spouse's IRA.

SUMMARY DESCRIPTION REQUIREMENTS: In general, the Custodian of any
SIMPLE IRA must annually provide to the employer maintaining the SIMPLE plan a
Summary Description early enough to allow the employer to meet its notification
obligations. If the Custodian of this SIMPLE IRA is a DFI, the Summary
Description will be provided directly to the employer by the Custodian in the
underlying SIMPLE plan agreement. If the Custodian of this SIMPLE IRA is a
Non-DFI, the Summary Description will be provided directly to the employee by
the Custodian. The employee agrees to have the employer complete certain
information contained on the Summary Description with respect to the employer's
SIMPLE plan provisions. A sample Summary Description for a Non-DFI is located on
the following page. The Custodian of a "transfer SIMPLE IRA" is not required to
provide this Summary Description. A SIMPLE IRA is a "transfer SIMPLE IRA" if it
is not a SIMPLE IRA to which the employer has made contributions under the
SIMPLE plan.

PROCEDURES FOR WITHDRAWALS: All distributions from this SIMPLE IRA
must be requested in writing on a form provided to the participant by the
Custodian. After the withdrawal form has been completed and executed by the
recipient, the form must be either hand delivered to the Custodian during normal
business hours or mailed to the Custodian by first class mail, certified or
registered mail prepaid through the U.S. Postal Service, or through any means of
an expedited delivery service. After receipt of a properly executed withdrawal
form, the Custodian will process the distribution as soon as administratively
feasible.

FEDERAL ESTATE AND GIFT TAXES: Generally, there is no specific exclusion for
SIMPLE IRAs under the estate tax rules. Therefore, in the event of your death,
your SIMPLE IRA balance will be includible in your gross estate for federal
estate tax purposes. However, if your surviving spouse is the beneficiary of
your SIMPLE IRA, the amount in your SIMPLE IRA may qualify for the marital
deduction available under Section 2056 of the Internal Revenue Code. A transfer
of property for federal gift tax purposes does not include an amount which a
beneficiary receives from a SIMPLE IRA plan.

PENALTIES: If you are under age 59 1/2 and receive a premature distribution from
your SIMPLE IRA, an additional 10% (or 25% for certain SIMPLE IRA distributions)
income tax will apply on the taxable amount of the distribution. If you make an
excess deferral to your SIMPLE IRA and it is not corrected on a timely basis, an
excise tax of 6% is imposed on the excess amount. This tax will apply each year
to any part or all of the excess which remains in your account. If you are age
70 1/2 or over or if you should die, and the appropriate required minimum
distributions are not made from your SIMPLE IRA, an additional tax of 50% is
imposed upon the difference between what should have been distributed and what
was actually distributed. 
     For tax years ending before 1/1/97, you will be taxed an additional 15% on
any amount you receive and include in income during a calendar year from
qualified plans, TSAs and all IRAs which exceeds the greater of $150,000
(unindexed) or $112,500 (indexed for cost of living). Before you receive an
excess distribution, you should seek advice from your tax advisor with respect
to the application of these rules. For tax years 1997, 1998 and 1999, the 15%
excess distribution tax will not apply. In the event of your death, your estate
may be subject to a 15% tax on the "excess accumulation" in all of your
qualified plans, TSAs and IRAs. You should seek the advice of your own tax
advisor with respect to the application of this excess accumulation excise tax.
You must file IRS Form 5329 with the Internal Revenue Service for any year an
additional tax is due. 

IRS APPROVAL AS TO FORM: This SIMPLE IRA Custodial Agreement has been approved
by the Internal Revenue Service as to form. This is not an endorsement of the
plan in operation or of the investments offered. 

ADDITIONAL INFORMATION: You may obtain further information on IRAs and SIMPLE
IRAs from your District Office of the Internal Revenue Service. In particular
you may wish to obtain IRS Publication 590 (Individual Retirement Arrangements).




32

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                                                                  EXHIBIT 14(f)

                                                      [AIM LOGO APPEARS HERE]
ROTH IRA APPLICATION
TO OPEN YOUR AIM ROTH IRA ACCOUNT.


<TABLE>
<S><C>
Complete Sections 1-9.
Return completed application and check to: A I M Fund Services, Inc., P.O. Box 4739, Houston, TX 77210-4739. Phone: 800-959-4246.
Minors cannot open an AIM Roth IRA account.

1    INVESTOR INFORMATION  (Please print or type.)

     Name ________________________________________________________________________________________________________________________
                                   First                    Middle                        Last

     Address _____________________________________________________________________________________________________________________
                                                            Street

     _____________________________________________________________________________________________________________________________
                         City                                                        State                    ZIP Code


     Social Security Number _____________________________________________________________________ Birth Date _____  /_____  /_____
                                             (Required to Open Account)                                     Month    Day     Year
                                             
     Home Telephone (_____)_______________________________________Work Telephone (_____)__________________________________________

2    DEALER INFORMATION (To be completed by securities dealer.)
                            
     Name of Broker/Dealer Firm   _________________________________________________________________________________________________
                                  

     Home Office Address  _________________________________________________________________________________________________________
                                 

     Representative Name and Number   _____________________________________________________________________________________________
                                

     Authorized Signature of Dealer   _____________________________________________________________________________________________
                                      
     Branch Address  ______________________________________________________________________________________________________________
                     

     Branch Telephone _____________________________________________________________________________________________________________
           

     /  /  Authorized for NAV purchase. (If authorized for NAV purchase, other than the Broker, please attach NAV Certification 
           Form.)

3    CONTRIBUTION TYPE

     /  /  REGULAR - Contribution for tax year 19 _____ .
     /  /  CONVERSION - Represents a conversion from a Traditional IRA account.
     /  /  TRANSFER - Transfer from another Roth IRA account. Please complete Roth IRA Asset-Transfer Form.

4    FUND INVESTMENT

     Indicate Fund(s) and contribution amount(s).
     MAKE CHECK PAYABLE TO INVESCO TRUST COMPANY. Minimum purchase to open a Roth IRA is $250.

             Fund                         Amount of Investment   Class of Shares (check one)
/ / AIM Advisor Flex Fund                  $_________________    / / Class A                            / / Class C  
/ / AIM Advisor International Value Fund   $________________     / / Class A                            / / Class C  
/ / AIM Advisor Large Cap Value Fund       $________________     / / Class A                            / / Class C  
/ / AIM Advisor MultiFlex Fund             $________________     / / Class A                            / / Class C  
/ / AIM Advisor Real Estate Fund           $________________     / / Class A                            / / Class C 
/ / AIM Aggressive Growth Fund             $________________     Fund currently closed to new investors 
/ / AIM Balanced Fund                      $________________     / / Class A          / / Class B       / / Class C 
/ / AIM Blue Chip Fund                     $________________     / / Class A          / / Class B       / / Class C

9
<PAGE>

/ / AIM Capital Development Fund           $________________     / / Class A          / / Class B       / / Class C  
/ / AIM Charter Fund                       $________________     / / Class A          / / Class B       / / Class C  
/ / AIM Constellation Fund                 $________________     / / Class A          / / Class B       / / Class C 
/ / AIM Global Aggressive Growth Fund      $________________     / / Class A          / / Class B       / / Class C  
/ / AIM Global Growth Fund                 $________________     / / Class A          / / Class B       / / Class C  
/ / AIM Global Income Fund                 $________________     / / Class A          / / Class B       / / Class C 
/ / AIM Global Utilities Fund              $________________     / / Class A          / / Class B       / / Class C 
/ / AIM Growth Fund                        $________________     / / Class A          / / Class B       / / Class C  
/ / AIM High Yield Fund                    $________________     / / Class A          / / Class B       / / Class C  
/ / AIM Income Fund                        $________________     / / Class A          / / Class B       / / Class C  
/ / AIM Intermediate Government Fund       $________________     / / Class A          / / Class B       / / Class C  
/ / AIM International Equity Fund          $________________     / / Class A          / / Class B       / / Class C  
/ / AIM Limited Maturity Treasury Fund     $________________     / / Class A          / / Class B       / / Class C 
/ / AIM Money Market Fund                  $________________     / / Class A          / / Class B       / / Class C 
                                                                 / / AIM Cash Reserve Shares          
/ / AIM Value Fund                         $________________     / / Class A          / / Class B       / / Class C  
/ / AIM Weingarten Fund                    $________________     / / Class A          / / Class B       / / Class C  
                              Total        $________________

                                           
     If no class of shares is selected, Class A shares will be purchased, except in the case of AIM Money Market Fund, where AIM 
     Cash Reserve Shares will be purchased. If you are funding your retirement account through a transfer, please indicate the
     contribution amounts both in this section and in Section 3 of the Asset-Transfer Form.


5    TELEPHONE EXCHANGE PRIVILEGE

     Unless indicated below, I authorize A I M Fund Services, Inc., to accept instructions from any person to exchange shares in my
     account(s) by telephone in accordance with the procedures and conditions set forth in the Fund's current prospectus.

     / / I DO NOT want the Telephone Exchange Privilege.

6    DOLLAR-COST AVERAGING PLAN (Must be under the same registration and class of shares with the exception of AIM Cash
     Reserve Shares of the AIM Money Market Fund, which may only be exchanged for Class A shares of another AIM fund.)

     I have at least $5,000 in shares in my __________________________  Fund, for which no certificates have been issued, and I 
     would like to exchange:

     $ _________________   into the ______________________________  Fund,  Account #  ____________________________
          ($50 minimum)

     $__________________   into the ______________________________  Fund,  Account #  ____________________________
          ($50 minimum)

     $__________________   into the ______________________________  Fund,  Account #  ____________________________
          ($50 minimum)

     on a    / / monthly    / /  quarterly basis starting in the month of ________  on or near the / /  10th or  / / 25th of the
     month.


7    REDUCED SALES CHARGE (optional)

     RIGHT OF ACCUMULATION (This option is for Class A shares only.)
     I apply for Right of Accumulation reduced sales charges based on the following accounts in The AIM Family of Funds-Registered 
     Trademark-:

     Fund(s)/ Account No.(s) _______________________  Social Security No.(s)_________________________________

                             _______________________                        __________________________________

                             _______________________                        __________________________________


     LETTER OF INTENT
     I agree to the Letter of Intent provisions in the Prospectus. I plan to invest during a 13-month period a dollar amount of at 
     least:
     / /  $25,000   / /  $50,000   / / $100,000   / /  $250,000  / /  $500,000   / / $1,000,000

10
<PAGE>

8    BENEFICIARY INFORMATION

     I hereby designate the following beneficiary(ies) to receive the balance in my Roth IRA custodial account upon my death. To be
     effective, the designation of beneficiary and any subsequent change in designation of beneficiary must be filed with the
     Custodian prior to my death. The balance of my account shall be distributed in equal amounts to the beneficiary(ies) who
     survives me. If no beneficiary is designated or no designated beneficiary or contingent beneficiary survives me, the balance 
     in my Roth IRA will be distributed to the legal representatives of my estate. This designation revokes any prior designations.
     I retain the right to revoke this designation at any time.

     I hereby certify that there is no legal impediment to the designation of this beneficiary.

     PRIMARY BENEFICIARY(IES)

     Name  _____________________________________________   __________ %     Relationship  _________________________

     Address   _____________________________________________________________________________________________________
                       Street                       City                State               ZIP Code

     Beneficiary's Social Security Number _________________________________  Birth Date    _____  /_____  /_____   
                                                                                          Month    Day     Year

     Name__________________________________________________    _________ %   Relationship_________________________

     Address   ___________________________________________________________________________________________________
                       Street                       City                State               ZIP Code


     Beneficiary's Social Security Number______________________________________  Birth Date    _____  /_____  /_____   
                                                                                               Month    Day     Year

     CONTINGENT BENEFICIARY
     In the event that I die and no primary beneficiary listed above is alive, distribute all Fund accounts in my Roth IRA to the
     following contingent beneficiary(ies) who survives me, in equal amounts unless otherwise indicated. If more than one, please
     attach a list.

     Name  _________________________________________________  _________ %   Relationship______________________________

     Address __________________________________________________________________________________________________________
                         Street                    City                     State                   ZIP Code 

     Beneficiary's Social Security Number_______________________________________   Birth Date   _____  /_____  /_____
                                                                                               Month     Day     Year

9    SERVICE ASSISTANCE 

     Our knowledgeable Client Service Representatives are available to assist you between 7:30 a.m. and 5:30 p.m. Central time 
     at 800-959-4246.
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11

<PAGE>

10   AUTHORIZATION AND SIGNATURE

     I hereby establish the A I M Distributors, Inc. Roth Individual Retirement
     Account (IRA) appointing INVESCO Trust Company as Custodian. I have
     received and read the current prospectus of the investment company(ies)
     selected in this agreement and have read and understand the Roth IRA
     custodial agreement and disclosure statement and consent to the custodial
     account fees as specified. I understand that a $10 annual Maintenance Fee
     will be deducted early in each December from my AIM Roth IRA. 

          WITHHOLDING INFORMATION (SUBSTITUTE FORM W-9)
          Under the Interest and Dividend Tax Compliance Act of 1983, the Fund
          is required to have the following certification: Under the penalties
          of perjury I certify by signing this Application as provided below
          that:

          1.   The number shown in Section 1 of this Application is my correct
          Social Security (or Tax Identification) Number, and

          2.   I am not subject to backup withholding either because (a) I have
          not been notified by the Internal Revenue Service (the "IRS") that I
          am subject to backup withholding as a result of a failure to report
          all interest or dividends or (b) the IRS has notified me that I am no
          longer subject to backup withholding. (This paragraph (2) does not
          apply to real estate transactions, mortgage interest paid, the
          acquisition or abandonment of secured property, contributions to an
          individual retirement arrangement and payments other than interest and
          dividends.)

          YOU MUST CROSS OUT PARAGRAPH (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY
          THE IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE
          OF UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN.

          In addition, the Fund hereby incorporates by reference into this
          section of the Application either the IRS instructions for Form
          W-9 or the substance of those instructions--whichever is
          incorporated in the Prospectus.
          

     SIGNATURE PROVISIONS
     I, the undersigned Depositor, have read and understand the foregoing
     Application and the attached material included herein by reference. In
     addition, I certify that the information which I have provided and the
     information which is included within the Application and the attached
     material included herein by reference is accurate including but not limited
     to the representations contained in the Witholding Information section of
     this Application above. (The Internal Revenue Service does not require your
     consent to any provision of this document other than the certifications to
     avoid backup withholding.)

     Dated     _____  /_____  /_____ 
               

     Signature of Roth IRA Shareholder  ______________________________________

11   MAILING INSTRUCTIONS 

     Make check payable to INVESCO Trust Company. 
     Return Application to:


                    REGULAR MAIL          OR       OVERNIGHT DELIVERIES ONLY
                AIM Fund Services, Inc.          AIM Fund Services, Inc.
                P.O. Box 4739                    11 Greenway Plaza, Suite 763
                Houston, TX  77210-4739          Houston, TX  77046

12
<PAGE>

                                          [AIM LOGO APPEARS HERE]

ROTH IRA ASSET-TRANSFER FORM
USE THIS FORM ONLY WHEN TRANSFERRING ASSETS FROM AN EXISTING ROTH IRA TO AN AIM
ROTH IRA.
THIS FORM IS NOT TO BE USED FOR CONVERSIONS.

Note: Use this form ONLY if you want AIM to request the money directly from
another custodian.
Complete Sections 1-5.

<TABLE>
<S><C>
If you do not already have an AIM Roth IRA, you must also submit an AIM Roth IRA Application. AIM will arrange 
the transfer for you.

1    INVESTOR INFORMATION  (Please print or type.)

     Name_________________________________________________________________________________________________________________________
                          First Name                         Middle                         Last Name

     Address______________________________________________________________________________________________________________________
                                                                            Street

     _____________________________________________________________________________________________________________________________
                            City                                                     State                        Zip Code

     Social Security Number______________________________________________________________________ Birth Date _____  /_____  /_____
                                                                                                             Month    Day    Year

     Home Telephone (_____)______________________________________________________  Work Telephone(_____)__________________________

2    CURRENT TRUSTEE/CUSTODIAN

     Name of Resigning Trustee/Custodian__________________________________________________________________________________________

     Account Number of Resigning Trustee/Custodian   _____________________________________________________________________________

     Address of Resigning Trustee/Custodian_______________________________________________________________________________________
                                                     Street

     _____________________________________________________________________________________________________________________________
                            City                                            State                                 Zip Code

     Attention _______________________________________________________   Telephone________________________________________________


3    ROTH IRA ACCOUNT INFORMATION

     Please deposit proceeds in my    /  /  New AIM Roth IRA*  / /  Existing AIM Roth IRA Account Number _________________________

     INVESTMENT ALLOCATION:

     Fund Name   ____________________________________________________   Class __________________________  % ______________________
     Fund Name   ____________________________________________________   Class __________________________  % ______________________
     Fund Name   ____________________________________________________   Class __________________________  % ______________________

     *If this is a new AIM Roth IRA account, you must attach a completed AIM Roth IRA Application. If no class of shares is
      selected, Class A shares will be purchased with the exception of the AIM Money Market Fund, where AIM Cash Reserve Shares
      will be purchased.


4    TRANSFER INSTRUCTIONS TO RESIGNING TRUSTEE OR CUSTODIAN

     OPTION 1: Please liquidate from my Roth IRA account listed in Section 2 and transfer the amount indicated below to my Roth IRA
     with INVESCO Trust Company.
     Amount to liquidate:  / /  All    / /  Partial amount of $_______________
     When to liquidate: / /  Immediately  / /  At maturity  _____/_____  /_____
     OPTION 2: (If the account listed in Section 2 contains shares of an AIM Fund, you may choose to transfer them "in kind.")
     Please deposit "in kind" the shares of the AIM Fund held in my account to INVESCO Trust Company. NOTE: ONLY AIM FAMILY OF FUND
     SHARES MAY BE TRANSFERRED IN KIND. TO TRANSFER ALL OTHER ASSETS, THEY MUST BE LIQUIDATED. 
     Amount to transfer "in kind" immediately: / / All / / Partial amount of shares_____________

13

<PAGE>

 5   AUTHORIZATION AND SIGNATURE

     I have established a Roth Individual Retirement Account with the AIM Funds and have appointed INVESCO Trust Company as the 
     successor Custodian. Please accept this as your authorization and instruction to liquidate or transfer in kind the assets 
     noted above, which your company holds for me. 

     Your Signature ___________________________________________________________________________________ Date _____  /_____  /_____

     Note: Your resigning trustee or custodian may require your signature to be guaranteed. Call that institution for 
     requirements.

     Name of Bank or Brokerage Firm ______________________________________________________________________________________________

     Signature Guaranteed by _____________________________________________________________________________________________________
                                                                          (Name and title)

REMAINDER OF FORM TO BE COMPLETED BY AIM

6    CUSTODIAN ACCEPTANCE

     This is to advise you that INVESCO Trust Company, as custodian, will accept the account identified above for:

     Depositor's Name ____________________________________________________________________   Account Number ______________________

     This transfer of assets is to be executed from fiduciary to fiduciary and will not place the participant in actual receipt 
     of all or any of the plan assets. No federal income tax is to be withheld from this transfer of assets.

     Authorized Signature  /s/ illegible                                                        Mailing Date _____  /_____  /_____
                           -------------------------------------------------------------------
                                                  (INVESCO Trust Company)

 7   INSTRUCTIONS TO RESIGNING TRUSTEE OR CUSTODIAN

     Please attach a copy of this form to the check. Return this completed form and completed Roth IRA application to: 
     INVESCO Trust Company, c/o A I M Fund Services, Inc., P.O. Box 4739, Houston, TX  77210-4739.
     
     Make check payable to INVESCO Trust Company.

     Indicate the AIM account number and the Social Security number of the Roth IRA holder on all documents.
</TABLE>

[AIM LOGO APPEARS HERE]

14

<PAGE>

<TABLE>
<S><C>
Form   5305-RA                            ROTH INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT                   Do not file
(January 1998)                           (Under Section 408A of the Internal Revenue Code)            with the Internal
Department of the Treasury                                                                            Revenue Service
Internal Revenue Services
- --------------------------------------------------------------------------------------------------------------------------
Name of depositor                              Date of birth of depositor                     Social security number

- --------------------------------------------------------------------------------------------------------------------------
Address of depositor                                                                    Check if Roth Conversion IRA /  /
                                                                                        Check if Amendment           /  /
- ---------------------------------------------------------------------------------------------------------------------------
Name of Custodian                                                       Address or principal place of business or custodian


- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

     The depositor whose name appears above is establishing a Roth individual
retirement account (Roth IRA) under section 408A to provide for his or her
retirement and for the support of his or her beneficiaries after death.
     The custodian named above has given the depositor the disclosure statement
required under Regulations section 1.408-6.
     The depositor assigned the custodial account  $........................
     The depositor and the custodian make the following agreement:
- --------------------------------------------------------------------------------

                                      ARTICLE I
     1.   If this Roth IRA is not designated as a Roth Conversion IRA, then,
except in the case of a rollover contribution described in section 408A(e), the
custodian will accept only cash contributions and only up to a maximum amount of
$2,000 for any tax year of the depositor.
     2.   If this Roth IRA is designated as a Roth Conversion IRA, no
contributions other than IRA Conversion Contributions made during the same tax 
year will be accepted.

                                      ARTICLE II
     The $2,000 limit described in Article I is gradually reduced to $0 
between certain levels of adjusted gross income (AGI). For a single 
depositor, the $2,000 annual contribution is phased out between AGI of 
$95,000 and $110,000; for a married depositor who files jointly, between AGI 
of $150,000 and $160,000; and for a married depositor who files separately, 
between $0 and $10,000. In the case of a conversion, the custodian will not 
accept IRA Conversion Contributions in a tax year if the depositor's AGI for 
that tax year exceeds $100,000 or if the depositor is married and files a 
separate return. Adjusted gross income is defined in section 408A(c)(3) and 
does not include IRA Conversion Contributions.

                                     ARTICLE III
     The depositor's interest in the balance in the custodial account is
nonforfeitable.
                                      ARTICLE IV
     1.   No part of the custodial funds may be invested in life insurance 
contracts, nor may the assets of the custodial account be commingled with 
other property except in a common trust fund or common investment fund 
(within the meaning of section 408(a)(5)).
     2.   No part of the custodial funds may be invested in collectibles (within
the meaning of section 408(m)) except as otherwise permitted by section
408(m)(3), which provides an exception for certain gold, silver, and platinum
coins, coins issued under the laws of any state, and certain bullion.

                                      ARTICLE V
     1.   If the depositor dies before his or her entire interest is distributed
to him or her and the grantor's surviving spouse is not the sole beneficiary,
the entire remaining interest will, at the election of the depositor or, if the
depositor has not so elected, at the election of the beneficiary or
beneficiaries, either:
     (a)  Be distributed by December 31 of the year containing the fifth
anniversary of the depositor's death, or 
     (b)  Be distributed over the life expectancy of the designated 
beneficiary starting no later than December 31 of the following the year of 
the depositor's death.
     If distributions do not begin by the date described in (b), distribution
method (a) will apply.
     2.   In case of distribution method  1.(b) above, to determine the minimum
annual payment for each year, divide the grantor's entire interest in the trust
as of the close of business on December 31 of the preceding year by the life
expectancy of the designated beneficiary using the attained age of the
designated beneficiary as of the beneficiary's birthday in the year
distributions are required to commence and subtract 1 for each subsequent year.
     3.   If the depositor's spouse is the sole beneficiary on the depositor's
date of death, such spouse will then be treated as the depositor.

                                      ARTICLE VI
     1.   The depositor agrees to provide the custodian with information
necessary for the custodian to prepare any reports required under sections
408(I) and 408A(d)(3)(E). Regulations sections 1.408-5 and 1.408-6, and under
guidance published by the Internal Revenue Service. 
     2.   The custodian agrees to submit reports to the Internal Revenue Service
and the depositor prescribed by the Internal Revenue Service.

                                    ARTICLE VII
     Notwithstanding any other articles which may be added or Incorporated, the
provisions of Articles I through IV and this sentence will be controlling. Any
additional articles that are not consistent with section 408A, the related
regulations, and other published guidance will be invalid.

                                    ARTICLE VIII
     This agreement will be amended from time to time to comply with the
provisions of the Code, related regulations, and other published guidance. Other
amendments may be made with the consent of the persons whose signatures appear
below.

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17                         Cat No. 25094Y                    Form 5305-RA (1-98)
<PAGE>


ARTICLE IX
     The following information is applicable to Roth IRAs, not Traditional IRAs.
The rules regarding Roth IRAs are new. Congress and the Internal Revenue Service
are refining the rules, so the following rules and/or their interpretation are
subject to change.
     1. PURSUANT TO THE TERMS of this A I M Distributors, Inc. Individual
Retirement Custodial Account Agreement and the related Roth IRA Application
(referred to herein as the "Roth IRA Adoption Agreement"), the Depositor directs
the Custodian to invest all custodial account funds after deductions for sales
charges and Custodian fees, in shares issued by the investment company or
companies selected by the Depositor on the Roth IRA Adoption Agreement, until
the Depositor hereafter gives the Custodian contrary instructions pursuant to
Article XIII below. The investment companies from which the Depositor may select
are enumerated on the applicable list prepared by A I M Distributors, Inc. (the
"Distributor"), a copy of which accompanies the Adoption Agreement. Such
investment companies are part of "The AIM Family of Funds-Registered
Trademark-," which are managed or advised by subsidiaries of A I M Management
Group Inc. and any such investment company will hereafter be referred to as
"Investment Company."
     2.   (i) ANNUAL CASH CONTRIBUTIONS:
     The Depositor may make annual cash contributions to the account within the
limits specified in Article I. All contributions shall be hand delivered or
mailed to the Custodian by the Depositor, with an indication of the taxable year
to which such contribution relates. 
          (ii) ROLLOVER CONTRIBUTIONS:
     In addition to any annual contributions referred to in Paragraph (i) above,
but subject to this Paragraph (ii), the Depositor may contribute to the account,
at any time, a rollover contribution of such cash or other property as shall
constitute a rollover amount or contribution under section 402(c), 403(a)(4),
403(b)(8), 408(d)(3) or 408A(e) of the Code. The Depositor shall be responsible
for determining whether a rollover to a Roth IRA is permissible under the
Internal Revenues Code, and the timeliness of any rollover. The Custodian will
accept for the account all rollover contributions which consist of cash, and it
may, but shall be under no obligation to, accept any other rollover
contribution. In the case of rollover contributions composed of assets other
than cash, the prospective Depositor shall provide the Custodian with a
description of such assets and such other information as the Custodian may
reasonably require. The Custodian may accept all or any part of such a rollover
contribution if it determines that the assets of which such contribution
consists are either in a medium proper for investment hereunder or that the
assets can be promptly liquidated for cash. The Custodian may reject any
rollover contribution.
     The Depositor warrants that any rollover contribution to the account
consists of cash, the same property received in the distribution or, in the case
of amounts distributed to the Depositor from a qualified employer's plan or
annuity, the  proceeds from the sale of the same property received in the 
distribution. 
     3. THE DEPOSITOR SHALL BE FULLY AND SOLELY RESPONSIBLE for all taxes,
interest and penalties which might accrue or be assessed by reason of any excess
or impermissible deposit, and interest, if any, earned thereon. Any
contributions made by or on behalf of the Depositor in respect of a taxable year
of the Depositor shall be made by or on behalf of the Depositor to the Custodian
for deposit in the custodial account within the time period for claiming any
income tax deduction for such taxable year. It shall be the sole responsibility
of the Depositor to determine the amount of the contributions made hereunder.
The Depositor shall execute such forms as the Custodian may require in 
connection with any contribution hereunder.

ARTICLE X
     1. THE CUSTODIAN SHALL from time to time, subject to the provisions of
Articles IV and V, make distributions out of the custodial account to the 
Depositor, in such manner and amounts as may be specified in written 
instructions of the Depositor. All such instructions shall be deemed to
constitute a certification by the Depositor that the distribution so directed is
one that the Depositor is permitted to receive. A declaration of the Depositor's
intention as to the disposition of an amount distributed pursuant to Article V
hereof shall be in writing and given to the Custodian. The Custodian shall have
no liability with respect to any contribution to the custodial account, any
investment of assets in the custodial account or any distribution therefrom
pursuant to instructions received from the Depositor or pursuant to this
Agreement, or for any consequences to the Depositor arising from such
contributions, investments or distributions including, but not limited to,
excise and other taxes and penalties which might accrue or be assessed by reason
thereof, nor shall the Custodian be under any duty to make any inquiry or
investigation with respect thereto.
     2. THE DEPOSITOR SHALL BE fully and solely responsible for all taxes and
penalties which might accrue or be assessed for having failed to make the annual
minimum withdrawal required in any year.

ARTICLE XI
     A Depositor shall have the right to designate a beneficiary or
beneficiaries to receive any amounts remaining in his account in the event of
his death. Any prior beneficiary designation may be changed or revoked at any
time by a Depositor by written designation signed by the Depositor on a form
acceptable to, and filed with, the Custodian; provided, however, that such
designation, or change or revocation of a prior designation shall not become
effective until it has been received by the Custodian, nor shall it be effective
unless received by the Custodian no later than thirty days before the death of
the Depositor, and provided further that the last such designation of
beneficiary or change or revocation of beneficiary executed by the Depositor, if
received by the Custodian within the time specified, shall control. Unless
otherwise provided in the beneficiary designation, amounts payable by reason of
the Depositor's death will be paid in equal shares only to the primary
beneficiary or beneficiaries who survive the Depositor, or, if no primary
beneficiary survives the Depositor, to the contingent beneficiary or
beneficiaries who survive the Depositor. If the Depositor had not, by the date
of his death, properly designated a beneficiary in accordance with the preceding
sentences, or if no designated beneficiary survives the Depositor, then the
Depositor's beneficiary shall be the Depositor's estate.

ARTICLE XII
     1. ANY ADMINISTRATIVE OR OTHER FEES of the Custodian and its agents for 
performing duties pursuant to this Agreement shall be in such amount as shall be
established from time to time. The Depositor agrees to pay the Custodian the
fees specified in its current fee schedule and authorizes the Custodian to
charge the Depositor's custodian account for the amount of such fees.
     2. UPON 30 DAYS' PRIOR WRITTEN NOTICE, the Custodian may substitute a new
fee schedule. The Custodian's fees, any income, gift, estate and inheritance
taxes and other taxes of any kind whatsoever, including transfer taxes incurred
in connection with the investment or reinvestment of the assets of the custodial
account, that may be levied or assessed in respect of such assets, and all other
administrative expenses incurred by the Custodian in the performance of its
duties including fees for legal services rendered to the Custodian, may be
charged to the custodial account with the right to liquidate Investment Company
shares for this purpose, or at the Custodian's option, shall be billed to the
Depositor directly.

ARTICLE XIII
     1. THIS AGREEMENT SHALL take effect only when accepted and signed by the
Custodian. As directed, the Custodian shall then open and maintain a separate
custodial account for Depositor and invest the initial contribution hereunder in
shares of the Investment Company. Where the Roth IRA Adoption Agreement is
checked for spousal accounts, separate custodial accounts will be opened and
maintained in each spouse's name. The amounts specified in the Roth IRA Adoption
Agreement shall be credited to each spouse's separate custodial account except
that no more than $2,000 shall be credited to either custodial account.
     2. THE CUSTODIAN SHALL invest subsequent contributions as directed. If any
such written instructions are not received as required however, or if received,
are in the opinion of the Custodian unclear, or if the accompanying contribution
exceeds $2,000 for the Depositor and/or $2,000 for the Depositor's spouse, the
Custodian may hold or return all or a portion of the contribution uninvested
without liability for loss of income or appreciation, and without liability for
interest, pending receipt of written instructions or clarification.
     3. ALL DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS, less charges, received on
Investment Company shares held in the custodial account shall (unless received
in additional such shares) be reinvested in shares of the Investment Company,
which shall be credited to the custodial account. If any distribution on such
shares may be received at the election of the Depositor in additional such
shares or in cash or other property, the Custodian shall elect to receive it in
additional Investment Company shares.
     4. ALL INVESTMENT COMPANY SHARES ACQUIRED by the Custodian hereunder shall
be registered in the name of the Custodian (with or without identifying the
Depositor) or of its nominees. The Custodian shall deliver, or cause to be 
executed and delivered, to the Depositor all notices, prospectuses, financial 
statements, proxies and proxy solicitation materials relating to such Investment
Company shares held in the custodial account. The Custodian shall not vote any
Investment Company shares except in accordance with the written instructions
received from the Depositor.

ARTICLE XIV
     1. THE CUSTODIAN SHALL keep adequate records of transactions it is required
to perform hereunder. Not later than six months after the close of each calendar
year or after the Custodian's registration or removal pursuant to Article XV
below, the Custodian shall render to the Depositor or the Depositor's legal
representative a written report or reports reflecting the transactions effected
by it during such period and the assets and liabilities of the custodial account
at the close of the period. Sixty days after rendering such report(s), the
Custodian shall (to the extent permitted by law) be forever released and
discharged from all liability and accountability to anyone with respect to its
acts and transactions shown in or reflected by such report(s), except with
respect to those as to which the Depositor or the Depositor's legal
representative shall have filed written objections with the Custodian within the
latter such sixty-day period.
     2. THE CUSTODIAN SHALL receive and invest contributions as directed by the
Depositor, hold and distribute such investments, and keep adequate records and
reports thereon, all in accordance with this Agreement. The parties do not
intend to confer any other fiduciary duties of the Custodian, and none shall be
implied. The Custodian shall not be liable (and assumes no responsibility) for
the 

18
<PAGE>

collection of contributions, the deductibility or propriety of any contribution
under this Agreement, or the purposes or propriety of any distribution from the
account, which matters are the responsibility of the Depositor or the
Depositor's legal representative.
     3. THE DEPOSITOR, to the extent permitted by law, shall always fully
indemnify the Custodian and save it harmless from any and all liability
whatsoever which may arise in connection with this Agreement and matters which
it contemplates, except that which arises due to the Custodian's negligence and
willful misconduct. The Custodian shall not be obligated or expected to commence
or defend any legal action or proceeding in connection with this Agreement or
such matters unless agreed upon by the Custodian and Depositor or said legal
representative, and unless fully indemnified for so doing to the Custodian's
satisfaction.
     4. THE CUSTODIAN MAY conclusively rely upon and shall be protected in 
acting upon any written order from the Depositor or the Depositor's legal 
representative or any other notice, request, consent, certificate or other
instruments or paper believed by it to be genuine and to have been properly
executed, and as long as it acts in good faith in taking or omitting to take any
other action in reliance thereon.

ARTICLE XV
     1. THE CUSTODIAN MAY resign at any time upon 30 days' notice in writing to
the Depositor, and may be removed by the Depositor at any time upon thirty days'
notice in writing to the Custodian. Upon such resignation or removal, the
Depositor shall appoint a successor custodian to serve under this Agreement.
Upon receipt by the Custodian of written acceptance of such appointment by the
successor custodian, the Custodian shall transfer to such successor the assets
of the custodial account and all necessary records (or copies thereof)
pertaining thereto, provided that (at the Custodian's request) any successor
custodian shall agree not to dispose of any such records without the Custodian's
consent. The Custodian is authorized, however, to reserve such assets as it may
deem advisable for payment of any other liabilities constituting a charge on or
against the assets of the custodial account or on or against the Custodian, with
any balance of such reserve remaining after the payment of all such items to be
paid over to the successor custodian.
     2. THE CUSTODIAN SHALL NOT be liable for the acts or omissions of such 
successor custodian.     
     3. THE CUSTODIAN, AND EVERY SUCCESSOR CUSTODIAN appointed to serve under
this Agreement, must be a bank (as defined in Section 408(n) of the Code) or
such other person who qualifies with the Internal Revenue Service to serve in
the manner prescribed by Code section 408(a)(2) and satisfies the Custodian,
upon request, as to such qualification.
     4. AFTER THE CUSTODIAN HAS transferred the custodial account assets 
(including any reserve balance as contemplated above) to the successor 
custodian, the Custodian shall be relieved of all further liability with respect
to this Agreement, the custodial account and the assets thereof.

ARTICLE XVI
     1. THE CUSTODIAN SHALL terminate the custodial account and pay the 
proceeds of the account to the depositor if within 30 days after the resignation
or removal of the Custodian pursuant to Article XV above, the Depositor has not
appointed a successor custodian which has accepted such appointment unless
within that time the Distributor appoints such successor and gives written
notice thereof to the Depositor and the Custodian. The Distributor shall have
the right, but not the duty, to appoint such a successor. Termination of the
custodial account shall be effected by distributing all of the assets therein in
cash or in kind to the Depositor in a lump sum, subject to the Custodian's right
to reserve funds as provided in said Article XV.
     2. UPON TERMINATION of the custodial account in any manner provided for in
this Article XVI, this Agreement shall terminate and have no further force and
effect, and the Custodian shall be relieved from all further liability with
respect to this Agreement, the custodial account and all assets thereof so
distributed.

ARTICLE XVII
     1. ANY NOTICE FROM THE CUSTODIAN TO THE DEPOSITOR provided for in this
Agreement shall be effective when mailed if sent by first class mail to the
Depositor at the Depositor's last known address as shown on the Custodian's
records. Any notice required or permitted to be given to the Custodian, shall
become effective upon actual receipt by the Custodian at such address as the
Custodian shall provide the Depositor from time to time in writing.
     2. THIS AGREEMENT IS accepted by the Custodian and shall be construed and
administered in accordance with the laws of the State of Colorado. The Custodian
and the Depositor hereby waive and agree to waive right to trial by jury in an
action or proceeding instituted in respect to this custodial account. The
Depositor further agrees that the venue of any litigation between him and the
Custodian with respect to the custodial account shall be in the State of
Colorado.
     3. THIS AGREEMENT IS intended to qualify under section 408A of the Code as 
a Roth IRA and if any provision hereof is subject to more than one
interpretation or any term used herein is subject to more than one construction,
such ambiguity shall be resolved in favor of that interpretation or construction
which is consistent with that intent.

     4. ALL PROVISIONS IN THIS AGREEMENT ARE subject to the Code and to 
regulations promulgated thereunder. In the event that any one or more of the 
provisions contained in this Agreement shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement.
     5. THE CUSTODIAN SHALL have no duties whatsoever except such duties as it
specifically agrees to in writing, and no implied covenants or obligations shall
be read into this Agreement against the Custodian. The Custodian shall not be
liable under this Agreement, except for its own bad faith, gross negligence or
willful misconduct.
     6. NO INTEREST, RIGHT OR CLAIM IN OR TO ANY PART of the custodial account
or any payment therefrom shall be assignable, transferable, or subject to sale,
mortgage, pledge, hypothecation, communication, anticipation, garnishment,
attachment, execution, or levy of any kind and the Custodian shall not recognize
any attempt to assign, transfer, sell, mortgage, pledge, hypothecate, commute or
anticipate the same, except as required by law.
     7. THE DEPOSITOR HEREBY DELEGATES to the Custodian the power to amend 
this Agreement from time to time as it deems appropriate, and hereby consents 
to all such amendments, provided, however, that all such amendments are in 
compliance with the provisions of the Code and the regulations promulgated 
thereunder. All such amendments shall be effective as of the date specified 
in a written notice of amendment which will be sent to the Depositor.

INSTRUCTIONS
(Section references are to the Internal Revenue Code unless otherwise noted.)

PURPOSE OF FORM
     This model custodial account agreement may be used by an individual who
wishes to adopt a Roth IRA under section 408A. When fully executed by the
Depositor and the Custodian not later than the time prescribed by law for filing
the Federal income tax return for the Depositor's tax year (not including any
extensions thereof), a Depositor will have a Roth IRA custodial account which
meets the requirements of section 408A. This account must be created in the
United States for the exclusive benefit of the Depositor or his/her
beneficiaries.

DEFINITIONS
     CUSTODIAN. The Custodian must be a bank or savings and loan association, as
defined in section 408(n), or other person who has the approval of the Internal
Revenue Service to act as custodian.
     DEPOSITOR. The Depositor is the person who establishes the custodial
account.

ROTH IRA FOR NONWORKING SPOUSES
     Contributions to a Roth IRA custodial account for a non-working spouse must
be made to a separate Roth IRA custodial account established by the nonworking
spouse.
     This form may be used to establish the Roth IRA custodial account for the
nonworking spouse.
     An individual's social security number will serve as the identification
number of his or her individual retirement account. 
     For more information, obtain a copy of the required disclosure statement
from your custodian or get Publication 590, Individual Retirement Arrangements
(IRAs).

SPECIFIC INSTRUCTIONS
     ARTICLE IV -- Distribution made under this Article may be made in a single
sum, periodic payment, or a combination of both. 

     ARTICLE IX -- This article and any that follow it may incorporate
additional provisions that are agreed upon by the Depositor and the Custodian to
complete the agreement. These may include, for example: definitions, investment
powers, voting rights, exculpatory provisions, amendment and termination,
removal of Custodian, Custodian's fees, state law requirements, beginning date
of distributions, accepting only cash, treatment of excess contributions,
prohibited transactions with the Depositor, etc. Use additional pages if
necessary and attach them to this form.
     Note: This form may be reproduced and reduced in size for adoption to 
passbook or card purposes.

THE AIM FAMILY OF FUNDS-Registered Trademark-
ROTH IRA CUSTODIAL ACCOUNT DISCLOSURE STATEMENT
     Under applicable federal regulations, a custodian of a Roth IRA account is
required to furnish each depositor who has established or is establishing a Roth
IRA account with a statement which discloses certain information regarding the
account. INVESCO Trust Company (hereinafter referred to as the "Custodian") is
providing this Disclosure Statement to you in accordance with that requirement,
and this Disclosure Statement contains general information about the The AIM 

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Family of Funds-Registered Trademark- Roth IRA Custodial Account (hereinafter
referred to as "Roth IRA"). This Disclosure Statement should be reviewed in
conjunction with both the Roth Individual Retirement Custodial Account agreement
(Form 5305 and any attachments thereto, hereinafter referred to as the
"Custodial Agreement") and the Adoption Agreement for your Roth IRA. You should
review this Disclosure Statement and the Roth IRA documents with your attorney
or tax advisor. The Custodian cannot give tax advice or determine whether or not
the Roth IRA is appropriate for you.

The following information is applicable to Roth IRAs, not Traditional IRAs. The
rules regarding Roth IRAs are new. Congress and the Internal Revenue Service are
refining the rules, so the following rules and/or their interpretation are
subject to change.

A. SEVEN DAY RIGHT TO REVOKE YOUR ROTH IRA.
     You may revoke your Roth IRA at any time within 7 business days after the
date the Roth IRA is established, by giving proper notice. For purposes of
revocation, it will be assumed that you received the Disclosure Statement no
later than the date of your check with which you opened your Roth IRA. Written
notice must be hand delivered or sent by first class mail, in which case, the
revocation will be effective as of the date the notice is postmarked (or if sent
by certified or registered mail, the date of certification or registration).
Notice of revocation should be made to: A I M Distributors, Inc., Eleven
Greenway Plaza, Suite 763, P.O. Box 4739, Houston, Texas 77210-4739, Attention:
Shareholder Services Department, area code (800) 959-4246. If you revoke your
Roth IRA, you  are entitled to a refund of your entire contribution to the Roth
IRA, without adjustment for such items as sales commissions, administrative
expenses or fluctuation in market value. If you do not revoke within 7 business
days after the establishment of the Roth IRA, you will be deemed to have
accepted the terms and conditions of the Roth IRA and cannot later revoke the
Roth IRA without certain potential penalties.

B. STATUTORY REQUIREMENTS.
     A Roth IRA is a trust or custodial account created or organized in the
United States for your exclusive benefit or that of your beneficiaries. It must
be created by a written governing instrument that meets the following
requirements:
     (1) THE TRUSTEE OR CUSTODIAN MUST BE A BANK, federally insured credit
union, savings and loan association or another person eligible to act as trustee
or custodian;
     (2) EXCEPT FOR ROLLOVER CONTRIBUTIONS (as described in Part F below), no 
contribution will be accepted unless it is in cash or cash equivalent, 
including, but not by way of limitation, personal checks, cashier's checks, 
and wire transfers;
     (3) EXCEPT FOR ROLLOVERS contributions of more than $2,000 for any tax year
may not be made;
     (4) YOU WILL HAVE A NONFORFEITABLE INTEREST IN THE ACCOUNT;
     (5) NO PART OF THE TRUST OR CUSTODIAL FUNDS will be invested in life 
insurance contracts, nor may the assets be commingled with other property 
except in a common trust fund or common investment fund. Furthermore, as 
provided in section 408(m) of the Internal Revenue Code of 1986, as amended 
(the "Code"), your Roth IRA may not be invested in "collectibles," such as 
art works, antiques, metals, gems, stamps, coins (with an exception for 
certain U.S.-minted gold and silver coins and certain bullion), and certain 
other types of tangible personal property. An investment in a collectible 
would be treated as a distribution from your Roth IRA which would be 
includible in your gross income, and, if you had not attained the age of 59 
1/2, the distribution would also be subject to the premature distribution 
penalty as discussed in Part E(5) below;
      (6) UNLIKE A TRADITIONAL IRA, YOUR INTEREST IN YOUR ROTH IRA IS NOT 
REQUIRED TO BE DISTRIBUTED WHEN YOU REACH AGE 70 1/2.

C. INVESTMENT OF YOUR ROTH IRA.
     Under the terms of the Custodial Agreement, your contributions will be 
invested by the Custodian in full and fractional shares of the investment
company or companies that you select. As provided in the Custodial Agreement,
you may only invest your Roth IRA Funds in shares of investment companies which
are part of "The AIM Family of Funds-Registered Trademark-," which are managed
or advised by subsidiaries of A I M Management Group Inc. You will be provided
with a list of the investment companies from which you may choose to invest.
Subject to the foregoing and to any additional restrictions described in the
Custodial Agreement, you have complete control over the investment of your Roth
IRA Funds. The Custodian will not provide any form of investment advice or make
investment recommendations of any type, so you will make all investment
decisions on the basis of information you obtain from other sources. When you
make a decision on how you wish to invest Funds held in your Roth IRA, you
should provide the Custodian with specific instructions, detailing your
investment decision so that the Custodian can effectuate such investments as
provided in your Roth IRA Custodial Agreement. If you fail to direct the
Custodian as to the Investment of all or any portion of your Roth IRA account,
the Custodian shall hold such uninvested amount in your account and shall incur
no liability for interest or earnings thereon. All dividends and capital gain
distributions received on shares of an investment company held in your Roth IRA
will be reinvested in shares of that investment company, if available, which
shall be credited to the Custodian account. Detailed information about the
shares of the AIM fund(s) you select must be furnished to you in the form of
prospectuses governed by rules of the Securities and Exchange Commission.

D. LIMITATIONS AND RESTRICTIONS ON ROTH IRA CONTRIBUTIONS AND DEDUCTIONS.
     Except in the case of rollover contributions (see Part F below), generally
you may contribute up to the lesser of $2,000 or 100% of your compensation 
(earned income) to your Roth IRA for any taxable year. A non-working spouse may
contribute up to $2,000 to a separate Roth IRA.
     Contributions to a Roth IRA are nondeductible, but earnings on a Roth IRA
generally are not subject to federal income tax. The $2,000 individual Roth IRA
limit is reduced by any deductible or nondeductible contributions you make to a
Traditional IRA. You should consult your tax advisor to determine the specific
application of such rules to your Roth IRA contributions for any particular
taxable year. 
     Contributions to a Roth IRA are not deductible, but earnings on a Roth 
IRA generally are not subject to federal income tax if they are distributed 
after the account has been in existence for five years and the distribution 
is made on account of death, disability, after age 59 1/2, or for certain 
qualifying events. The $2,000 maximum contribution to a Roth IRA is reduced 
for taxpayers whose income exceeds $95,000 (single filer) or $150,000 (joint 
filers) and is phased-out entirely for taxpayers whose income exceeds 
$110,000 (single) or $160,000 (joint).

E. FEDERAL INCOME TAX STATUS OF THE ROTH IRA AND CERTAIN DISTRIBUTIONS.
     (1) IN GENERAL. Except as described below, your Roth IRA and earnings
thereon are exempt from federal income tax at least until distributions are made
from the Roth IRA.
     (2) TAX TREATMENT OF DISTRIBUTIONS FROM A ROTH IRA. Contributions to a Roth
IRA are not tax-deductible, but distributions may be received tax-free under
certain circumstances. After a Roth IRA account has been maintained for at least
five years (whether or not contributions were made for all years), investment
earnings may be withdrawn without being subject to federal income tax if the 
distribution is made after age 59 1/2, in the case of death or disability, or
for a first home purchase. A withdrawal for a first home purchase is limited to
$10,000 and is available to a person who has not had an ownership interest in a
principal residence during the two years ending on the date of purchase. The
dollar amount of contributions (but not earnings) to a Roth IRA may be withdrawn
without penalty at any time.
     (3) EXCESS CONTRIBUTIONS. If contributions to your Roth IRA are in excess
of the limits stated in Part D above, you will be assessed a 6% nondeductible
excise tax on such excess amounts. This tax is payable for each year the excess
is permitted to remain in your Roth IRA. However, if the excess contribution and
all earnings thereon are returned before the due date for filing your income tax
return for the year in which the excess contribution was made, the 6% excise tax
will not be assessed. The earnings on such excess contributions that are
returned to you will be taxable as ordinary income and will be deemed to have
been earned and taxable in the tax year during which the excess contribution was
made. In addition, if you are not disabled or have not reached age 59 1/2, the
earnings will be subject to the 10% premature withdrawal penalty discussed
below. The 6% excess contribution tax may be eliminated for future tax years by
withdrawing the excess contribution from your Roth IRA before the due date for
filing your tax return for that year or by under-contributing for a subsequent
year by an amount equal to the excess contribution. If the total contributions
for the year to your Roth IRA are $2,000 or less, you may withdraw any excess
contributions after the due date for filing your tax return, including
extensions, and not include the amount withdrawn in your gross income. It is not
necessary to withdraw the interest or other income earned on the excess. You
will have to pay the 6% tax on the excess amount for each year the excess
contribution was in the Roth IRA.
     If less than the maximum amount of contributions has been made in years
before the year you make an excess contribution, the prior year's difference may
not be used to reduce the excess contribution. Qualified rollover contributions,
as described in Part F below, are not considered excess contributions.
     (4) PREMATURE DISTRIBUTIONS. In addition to any regular income tax that 
may be payable, distributions from your Roth IRA that occur before you reach 
age 59 1/2 (except in the event of disability, death, rollover, or as a 
qualifying distribution), will be assessed a 10% additional income tax on the 
amount distributed which is includible in your gross income. However, the 
additional 10% income tax will not be imposed if the distribution is one of a 
scheduled series of level payments to be made over your life or life 
expectancy or over the joint lives or joint life expectancies of you and your 
beneficiary. Amounts treated as distributions from the Roth IRA because of 
pledging the Roth IRA as described below, or prohibited transactions as 
described below, will also be considered premature distributions if they 
occur before you reach age 59 1/2 (assuming you are not disabled).
     (5) PLEDGING THE ROTH IRA. If you pledge your Roth IRA as security for a 

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<PAGE>

loan, the portion so pledged is treated as being distributed to you in that
year. In addition to any regular income tax that may be payable on the
distribution, the premature distribution penalty as discussed above may also be
applicable.
     (6) PROHIBITED TRANSACTIONS. If you or your beneficiary engages in a 
prohibited transaction, as described in section 4975 of the Code with respect to
your Roth IRA, your Roth IRA will lose its exemption from tax and you must
include the fair market value of your Roth IRA in your gross income for the year
during which the prohibited transaction occurred. In addition to any regular
income tax that may be payable, the premature distribution penalty as discussed
above may also be applicable.
     (7) ESTATE AND GIFT TAX STATUS OF DISTRIBUTIONS. You should consult your
tax advisor with respect to the application of community property laws on estate
and gift tax issues relating to your Roth IRA.
     (8) FEDERAL INCOME TAX WITHHOLDING. The taxable portion of distributions
from your Roth IRA, if any, is subject to federal income tax withholding unless
you elect not to have withholding applied. If you elect not to have withholding
applied to taxable distributions from your IRA, or if insufficient federal
income tax is withheld from any distribution, you may be responsible for payment
of estimated taxes, as well as for penalties under the estimated tax rules, if
withholding and estimated tax payments were not sufficient. Additional
information regarding withholding and the necessary election forms will be
provided no later than at the time a distribution is requested.

F. ROLLOVER CONTRIBUTIONS.
     A rollover is a contribution of cash or other assets from one retirement 
program to another. There are two kinds of rollover contributions to an IRA. 
In one, you contribute amounts distributed to you from one IRA to another IRA.
With the other type, you contribute amounts distributed to you from your
employer's qualified plan or 403(b) plan to an IRA. A rollover is an allowable
IRA contribution which is not subject to the limits on regular contributions
discussed in Part D above. However, you may not deduct a rollover contribution
to your IRA on your tax return.
     If you receive a distribution from the qualified plan of your employer or 
former employer, the distribution must be an "eligible rollover distribution" in
order for you to be able to roll all or part of the distribution over to your
IRA. Your employer or former employer will give you the opportunity to roll over
the distribution directly from the plan to the IRA. If you elect, instead, to
receive the distribution, you must deposit it into the IRA within 60 days after
you receive it.
     An "eligible rollover distribution" is any distribution from a qualified
plan that would be taxable other than (1) a distribution that is one of a series
of periodic payments for an employee's life or over a period of 10 years or
more, (2) a required distribution after you attain age 70 1/2 and (3) certain
corrective distributions.
     The proceeds of a Roth IRA may be rolled over only to another Roth IRA. A
Roth IRA may accept the proceeds of a tax-qualified plan or a traditional IRA,
but any taxable portion of such a rollover shall be subject to federal income
tax. Similarly, a Traditional IRA may be redesignated as a Roth IRA, with the
taxable portion of the converted IRA being subject to federal income tax at the
time of conversion. In the case of such a rollover or conversion during 1998,
the amount required to be included in income shall be spread ratably over four
years.

G. AMENDMENTS.
     The Custodian of your Roth IRA may amend the agreements establishing your
Roth IRA at any time. The Custodian will comply with the amendment procedures
set forth in your Custodial Agreement.

H. FINANCIAL DISCLOSURE.
     Because the value of assets held in your Roth IRA is subject to market
fluctuation, the value of your Roth IRA can neither be guaranteed nor projected.
There is no assurance of growth in the value of your Roth IRA or guarantee of
investment results. You will, however, be provided with periodic statements of
your Roth IRA, including current market values of investments.
     Certain fees will be charged by the Custodian in connection with your Roth
IRA. Such fees are disclosed on the Custodian's fee schedule, a copy of which
has been provided to you. Upon thirty days' prior written notice, the Custodian
may substitute a new fee schedule. Any fees or other expenses incurred in
connection with your Roth IRA will be deducted from your Roth IRA (with
liquidation of Fund Shares, if necessary), or at the Custodian's option, such
fees or expenses may be billed to you directly.
     For its services to the various funds, in The AIM Family of
Funds-Registered Trademark-, INVESCO Trust Company receives a custodian fee.
This fee is in addition to fees it receives for acting as Custodian under the
Roth IRA. INVESCO Trust Company and A I M Distributors, Inc., also will receive
additional fees for performing specific services with respect to the various
funds in the AIM Family of Funds. Any such fees will be fully disclosed to you.
Potential investors should obtain a copy of the current Prospectus relating to
the fund(s) selected for investment prior to making an investment. Also, copies
of the Statement of Additional Information relating to such fund(s) will be
provided upon your request to A I M Distributors, Inc.

I. MISCELLANEOUS.
     Each year you will be provided a statement(s) of account which will give
the amount of contributions to the Roth IRA, the year to which each contribution
relates, and the total value of the Roth IRA as of the end of the year.
Information relating to contributions and distributions must be reported
annually to the Internal Revenue Service and to you. You must also file Form
5329 (Return for Individual Retirement Savings Arrangement) with the Internal
Revenue Service for each taxable year during which you are assessed any penalty
or tax as discussed in Part E above.
     Further information about Roth IRAs can be obtained from any district
office of the Internal Revenue Service or from the Custodian.
     All provisions in this Disclosure Statement are subject to the Code and to 
the regulations promulgated thereunder. This Disclosure Statement constitutes a 
nontechnical restatement and summary of certain provisions of the Code which may
affect your Roth IRA. This is not a legal document. Your legal rights and 
obligations are governed by the federal tax laws and regulations and your
Custodial Agreement and Adoption Agreement with the Custodian.

The Depositor has assigned the Roth IRA custodial account ______ dollars
($______) in cash.
 
The Depositor has assigned the Roth IRA custodial account ______ dollars
($______) in cash.


__________________________________________________________________________
Depositor's signature                                                 Date


__________________________________________________________________________
Custodian's signature                                                 Date
 
            

__________________________________________________________________________
Witness 


(Use only if signature of the Depositor or the Custodian is required to be 
witnessed.) 

21

<PAGE>

                                  DISTRIBUTION PLAN
                                          OF
                              AIM INVESTMENT FUNDS, INC.

                                  (CLASS A SHARES)



     SECTION 1.  AIM Investment Funds, Inc. a Maryland corporation (the 
"Fund"), on behalf of the series of shares of common stock set forth in 
Schedule A to this plan (the "Portfolios"), may act as a distributor of the 
Class A Shares of such Portfolios as described in Schedule A to this plan 
(the "Shares") of which the Fund is the issuer, pursuant to Rule 12b-1 under 
the Investment Company Act of 1940 (the "1940 Act"), according to the terms 
of this Distribution Plan (the "Plan"). 

     SECTION 2.  The Fund may incur as a distributor of the Shares, expenses 
at the rates set forth in Schedule A per annum of the average daily net 
assets of the Fund attributable to the Shares, subject to any applicable 
limitations imposed from time to time by applicable rules of the NASD 
Regulation, Inc. 

     SECTION 3.  Amounts set forth in Schedule A may be expended when and if 
authorized in advance by the Fund's Board of Directors. Such amounts may be 
used to finance any activity which is primarily intended to result in the 
sale of the Shares, including, but not limited to, expenses of organizing and 
conducting sales seminars, advertising programs, finders fees, printing 
prospectuses and statements of additional information (and supplements 
thereto) and reports for other than existing shareholders, preparation and 
distribution of advertising material and sales literature, supplemental 
payments to dealers and other institutions as asset-based sales charges. 
Amounts set forth on Schedule A may also be used to finance payments of 
service fees under a shareholder service arrangement to be established by A I 
M Distributors, Inc. ("Distributors") as the Fund's distributor in accordance 
with Section 4, and the costs of administering the Plan. To the extent that 
amounts paid hereunder are not used specifically to reimburse Distributors 
for any such expense, such amounts may be treated as compensation for 
distribution-related services of Distributors or the Fund's former 
distributor, GT Global, Inc. All amounts expended pursuant to the Plan shall 
be paid to Distributors and are the legal obligation of the Fund and not of 
Distributors. That portion of the amounts paid under the Plan that is not 
paid or advanced by Distributors to dealers or other institutions that 
provide personal continuing shareholder service as a service fee pursuant to 
Section 4 shall be deemed an asset-based sales charge. No provision of this 
Plan shall be interpreted to prohibit any payments by the Fund during periods 
when the Fund has suspended or otherwise limited sales.

<PAGE>

     SECTION 4.

     (a)  Amounts expended by the Fund under the Plan shall be used in part for
          the implementation by Distributors of shareholder service
          arrangements. The maximum service fee paid to any service provider
          shall be twenty-five one-hundredths of one percent (0.25%), or such
          lower rate for the Portfolio and Class as is specified on Schedule A,
          per annum of the average daily net assets of the Fund attributable to
          the Shares owned by the customers of such service provider. 

     (b)  Pursuant to this program, Distributors may enter into agreements
          substantially in the form attached hereto as Exhibit A ("Service
          Agreements") with such broker-dealers ("Dealers") as may be selected
          from time to time by Distributors for the provision of
          distribution-related personal shareholder services in connection with
          the sale of Shares to the Dealers' clients and customers ("Customers")
          who may from time to time directly or beneficially own Shares. The
          distribution-related personal continuing shareholder services to be
          rendered by Dealers under the Service Agreements may include, but
          shall not be limited to, the following: (i) distributing sales
          literature; (ii) answering routine Customer inquiries concerning the
          Fund and the Shares; (iii) assisting Customers in changing dividend
          options, account designations and addresses, and in enrolling into any
          of several retirement plans offered in connection with the purchase of
          the Shares; (iv) assisting in the establishment and maintenance of
          customer accounts and records, and in the processing of purchase and
          redemption transactions; (v) investing dividends and capital gains
          distributions automatically in Shares; and (vi) providing such other
          information and services as the Fund or the Customer may reasonably
          request. 

     (c)  Distributors may also enter into Bank Shareholder Service Agreements
          substantially in the form attached hereto as Exhibit B ("Bank
          Agreements") with selected banks acting in an agency capacity for
          their customers ("Banks"). Banks acting in such capacity will provide
          some or all of the shareholder services to their customers as set
          forth in the Bank Agreements from time to time. 

     (d)  Distributors may also enter into Agency Pricing Agreements
          substantially in the form attached hereto as Exhibit C ("Pricing
          Agreements") with selected retirement plan service providers acting in
          an agency capacity for their customers ("Retirement Plan Providers").
          Retirement Plan Providers acting in such a capacity will provide some
          or all of the shareholders services to their customers as set forth in
          the Pricing Agreements from time to time. 

<PAGE>

     (e)  Distributors may also enter into Shareholder Service Agreements
          substantially in the form attached hereto as Exhibit D ("Bank Trust
          Department Agreements and Brokers for Bank Trust Department
          Agreements") with selected bank trust departments and brokers for bank
          trust departments. Such bank trust departments and brokers for bank
          trust departments will provide some or all of the shareholder services
          to their customers as set forth in the Bank Trust  Department
          Agreements and Brokers for Bank Trust Department Agreements. 

     SECTION 5.  Any amendment to this Plan that requires the approval of the 
shareholders of a Class pursuant to Rule 12b-1 under the 1940 Act shall 
become effective as to such Class upon approval of such amendment by a 
"majority of the outstanding voting securities" (as defined in the 1940 Act) 
of such Class, provided that the Board of Directors of the Fund has approved 
such amendment in accordance with the provisions of Section 6 of this Plan. 

     SECTION 6.  This Plan, any amendment to this Plan and any agreements 
related to this Plan shall become effective with respect to any Class of any 
Portfolio immediately upon receipt by the Fund of both (a) the affirmative 
vote of a majority of the Board of Directors of the Fund, and (b) the 
affirmative vote of a majority of those Directors of the Fund who are not 
"interested persons" of the Fund (as defined in the 1940 Act) and have no 
direct or indirect financial interest in the operation of this Plan or any 
agreements related to it (the "Disinterested Directors"), cast in person at a 
meeting called for the purpose of voting on this Plan or such agreements. 
Notwithstanding the foregoing, no such amendment that requires the approval 
of the shareholders of a Class of a Portfolio shall become effective as to 
such Class until such amendment has been approved by the shareholders of such 
Class in accordance with the provisions of Section 5 of this Plan. 

     SECTION 7.  Unless sooner terminated pursuant to Section 9, this Plan shall
continue in effect until May 29, 1999 and thereafter shall continue in effect so
long as such continuance is specifically approved, at least annually, in the
manner provided for approval of this Plan in Section 6. 

     SECTION 8.  Distributors shall provide to the Fund's Board of Directors 
and the Board of Directors shall review, at least quarterly, a written report 
of the amounts so expended and the purposes for which such expenditures were 
made. 

     SECTION 9.  This Plan may be terminated with respect to the shares of 
any Class of any Portfolio at any time by vote of a majority of the 
Disinterested Directors, or by a vote of a majority of the outstanding voting 
securities of such Class of such Portfolio. Upon termination of this Plan 
with respect to any or all such Classes, the obligation of the Fund to make 
payments pursuant to this Plan with respect to such Classes shall terminate, 
and the Fund shall not be required to make payments hereunder beyond such 
termination date with respect to expenses incurred in connection with shares 
of such Classes sold prior to such termination date. 

<PAGE>

     SECTION 10.  Any agreement related to this Plan shall be made in writing,
and shall provide: 

          (a)     that such agreement may be terminated with respect to the
                  shares of any Class of any Portfolio at any time, without
                  payment of any penalty, by vote of a majority of the
                  Disinterested Directors or by a vote of the outstanding voting
                  securities of such Class of such Portfolio, on not more than
                  sixty (60) days' written notice to any other party to the
                  agreement; and 

          (b)     that such agreement shall terminate automatically in the event
                  of its assignment.

     SECTION 11.  This Plan may not be amended with respect to the shares of any
Class of any Portfolio to increase materially the amount of distribution
expenses provided for in Section 2 hereof unless such amendment is approved by
such Class in the manner provided in Section 5 hereof, and no material amendment
to the Plan with respect to the shares of any Class of any Portfolio shall be
made unless approved in the manner provided for in Section 6 hereof. 



                                         AIM INVESTMENT FUNDS, INC.
                                         (on behalf of its Class A Shares)
  Attest:                                By:
          Assistant Secretary                 President
  Effective as of May 29, 1998.

<PAGE>


                                     SCHEDULE A
                                         TO
                                 DISTRIBUTION PLAN
                                         OF
                             AIM INVESTMENT FUNDS, INC.
                                          
          The Fund shall pay the Distributor as full compensation for all
     services rendered and all facilities furnished under the Distribution Plan
     for each Portfolio (or Class thereof) designated below, a Distribution Fee*
     determined by applying the annual rate set forth below as to each Portfolio
     (or Class thereof) to the average daily net assets of the Portfolio (or
     Class thereof) for the plan year, computed in a manner used for the
     determination of the offering price of shares of the Portfolio.

<TABLE>
<CAPTION>

PORTFOLIO (CLASS A SHARES)                                        MAXIMUM ASSET-BASED    MAXIMUM SERVICE           MAXIMUM 
- --------------------------                                            SALES CHARGE             FEE              AGGREGATE FEE
                                                                  -------------------    ---------------        -------------
<S>                                                               <C>                    <C>                    <C>
AIM Global Consumer Products & Services Fund                              0.25%                0.25%                 0.50%
AIM Global Financial Services Fund                                        0.25%                0.25%                 0.50%
AIM Global Health Care Fund                                               0.25%                0.25%                 0.50%
AIM Global Infrastructure Fund                                            0.25%                0.25%                 0.50%
AIM Global Resources Fund                                                 0.25%                0.25%                 0.50%
AIM Global Telecommunications Fund                                        0.25%                0.25%                 0.50%
AIM Emerging Markets Fund                                                 0.25%                0.25%                 0.50%
AIM Latin American Growth Fund                                            0.25%                0.25%                 0.50%
AIM Global Growth & Income Fund                                           0.10%                0.25%                 0.35%
AIM Global Government Income Fund                                         0.10%                0.25%                 0.35%
AIM Global High Income Fund                                               0.10%                0.25%                 0.35%
AIM Strategic Income Fund                                                 0.10%                0.25%                 0.35%
AIM Developing Markets Fund                                               0.25%                0.25%                 0.50%
</TABLE>
          The Distributor will waive part or all of its Distribution Fee as to a
     Portfolio (or Class thereof) to the extent that the ordinary business
     expenses of the Portfolio exceed the expense limitation as to the Portfolio
     (if any) as contained in the Investment Advisory Agreement between
     the Company and A I M Advisors, Inc. 

     THIS PLAN REFERS TO EXHIBITS A-D, WHICH RELATE TO AGREEMENTS THAT THE
     DISTRIBUTOR MAY ENTER INTO WITH THIRD PARTIES. FORMS OF THESE AGREEMENTS
     HAVE NOT BEEN INCLUDED WITH THIS PLAN.

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

*    The Distribution Fee is payable apart from the sales charge, if any, as
     stated in the current prospectus for the applicable Portfolio (or Class
     thereof).

<PAGE>

                                 DISTRIBUTION PLAN
                                         OF
                             AIM INVESTMENT FUNDS, INC.
                                  (CLASS B SHARES)



 SECTION 1.  AIM Investment Funds, Inc., a Maryland corporation (the "Fund"), 
on behalf of the series of common stock set forth in Schedule A to this plan 
(the "Portfolios"), may pay for distribution of the Class B Shares of such 
Portfolios (the "Shares") which the Fund issues from time to time, pursuant 
to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"), 
according to the terms of this Distribution Plan (the "Plan"). 

 SECTION 2.  The Fund may incur expenses for and pay any institution selected to
act as the Fund's agent for distribution of the Shares of any portfolio from
time to time (each, a "Distributor") at the rates set forth in Schedule A hereto
based on the average daily net assets of each class of Shares subject to any
applicable limitations imposed by the Conduct Rules of the NASD Regulation, Inc.
in effect from time to time (the "Conduct Rules"). All such payments are the
legal obligation of the Fund and not of any Distributor or its designee. 

 SECTION 3. 

     (a)  Amounts set forth in Section 2 may be used to finance any activity
which is primarily intended to result in the sale of the Shares, including, but
not limited to, expenses of organizing and conducting sales seminars and running
advertising programs, payment of finders fees, printing of prospectuses and
statements of additional information (and supplements thereto) and reports for
other than existing shareholders, preparation and distribution of advertising
material and sales literature, payment of overhead and supplemental payments to
dealers and other institutions as asset-based sales charges. Amounts set forth
in Section 2 may also be used to finance payments of service fees under a
shareholder service arrangement, which may be established by each Distributor in
accordance with Section 4, and the costs of administering the Plan. To the
extent that amounts paid hereunder are not used specifically to reimburse the
Distributor for any such expense, such amounts may be treated as compensation
for the Distributor's distribution-related services. No provision of this Plan
shall be interpreted to prohibit any payments by the Fund during periods when
the Fund has suspended or otherwise limited sales. 

     (b)  Subject to the provisions in Sections 8 and 9 hereof, amounts payable
pursuant to Section 2 in respect of Shares of each Portfolio shall be paid by
the Fund to the Distributor in respect of such Shares or, if more than one
institution has acted or is acting as Distributor in respect of such Shares,
then amounts payable pursuant to Section 2 in respect of such Shares shall be
paid to each such Distributor in proportion to

<PAGE>

the number of such Shares sold by or attributable to such Distributor's
distribution efforts in respect of such Shares in accordance with allocation
provisions of each Distributor's distribution agreement (the "Distributor's
12b-1 Share") notwithstanding that such Distributor's distribution agreement
with the fund may have been terminated. The Distributor's 12b-1 Share shall
include amounts payable pursuant to Section 2 in respect of Shares sold by or
attributable to distribution efforts of GT Global, Inc. That portion of the
amounts paid under the Plan that is not paid or advanced by the Distributor to
dealers or other institutions that provide personal continuing shareholder
service as a service fee pursuant to Section 4 shall be deemed an asset-based
sales charge. 

     (c)  Any Distributor may assign, transfer or pledge ("Transfer") to one or
more designees (each an "Assignee"), its rights to all or a designated portion
of its Distributor's 12b-1 Share from time to time (but not such Distributor's
duties and obligations pursuant hereto or pursuant to any distribution agreement
in effect from time to time, if any, between such Distributor and the Fund),
free and clear of any offsets or claims the Fund may have against such
Distributor. Each such Assignee's ownership interest in a Transfer of a specific
designated portion of a Distributor's 12b-1 Share is hereafter referred to as an
"Assignee's 12b-1 Portion." A Transfer pursuant to this Section 3(c) shall not
reduce or extinguish any claims of the Fund against the Distributor. 

     (d)  Each Distributor shall promptly notify the Fund in writing of each
such Transfer by providing the Fund with the name and address of each such
Assignee. 

     (e)  A Distributor may direct the Fund to pay an Assignee's 12b-1 Portion
directly to such Assignee. In such event, the Distributor shall provide the Fund
with a monthly calculation of the amount of (i) the Distributor's 12b-1 Share,
and (ii) each Assignee's 12b-1 Portion, if any, for such month (the "Monthly
Calculation"). In such event, the Fund shall, upon receipt of such notice and
Monthly Calculation from the Distributor, make all payments required under such
distribution agreement directly to the Assignee in accordance with the
information provided in such notice and Monthly Calculation upon the same terms
and conditions as if such payments were to be paid to the Distributor. 

     (f)  Alternatively, in connection with a Transfer, a Distributor may direct
the Fund to pay all of such Distributor's 12b-1 Share from time to time to a
depository or collection agent designated by any Assignee, which depository or
collection agent may be delegated the duty of dividing such Distributor's 12b-1
Share between the Assignee's 12b-1 Portion and the balance of the Distributor's
12b-1 Share (such balance, when distributed to the Distributor by the depository
or collection agent, the "Distributor's 12b-1 Portion"), in which case only the
Distributor's 12b-1 Portion may be subject to offsets or claims the Fund may
have against such Distributor.

<PAGE>

SECTION 4.

     (a)  Amounts expended by the Fund under the Plan shall be used in part for
the implementation by the Distributor of shareholder service arrangements with
respect to the Shares. The maximum service fee payable to any provider of such
shareholder service shall be twenty-five one-hundredths of one percent (0.25%)
per annum of the daily net assets of the Shares attributable to the customers of
such service provider. All such payments are the legal obligation of the Fund
and not of any Distributor or its designee. 

     (b)  Pursuant to this Plan, the Distributor may enter into agreements
substantially in the form attached hereto as Exhibit A ("Service Agreements")
with such broker-dealers ("Dealers") as may be selected from time to time by the
Distributor for the provision of continuing shareholder services in connection
with Shares held by such Dealers' clients and customers ("Customers") who may
from time to time directly or beneficially own Shares. The personal continuing
shareholder services to be rendered by Dealers under the Service Agreements may
include, but shall not be limited to, some or all of the following:
(i) distributing sales literature; (ii) answering routine Customer inquiries
concerning the Fund and the Shares; (iii) assisting Customers in changing
dividend options, account designations and addresses, and in enrolling in any of
several retirement plans offered in connection with the purchase of Shares;
(iv) assisting in the establishment and maintenance of Customer accounts and
records, and in the processing of purchase and redemption transactions; (v)
investing dividends and capital gains distributions automatically in Shares;
(vi) performing sub-accounting; (vii) providing periodic statements showing a
Customer's shareholder account balance and the integration of such statements
with those of other transactions and balances in the Customer's account serviced
by such institution; (viii) forwarding applicable prospectuses, proxy
statements, reports and notices to Customers who hold Shares; and (ix) providing
such other information and administrative services as the Fund or the Customer
may reasonably request. 

     (c)  The Distributor may also enter into Bank Shareholder Service
Agreements substantially in the form attached hereto as Exhibit B ("Bank
Agreements") with selected banks and financial institutions acting in an agency
capacity for their customers ("Banks"). Banks acting in such capacity will
provide some or all of the shareholder services to their customers as set forth
in the Bank Agreements from time to time. 

     (d)  The Distributor may also enter into Agency Pricing Agreements
substantially in the form attached hereto as Exhibit C ("Pricing Agreements")
with selected retirement plan service providers acting in an agency capacity for
their customers ("Retirement Plan Providers"). Retirement Plan Providers acting
in such capacity will provide some or all of the shareholder services to their
customers as set forth in the Pricing Agreements from time to time.

<PAGE>

     (e)  The Distributor may also enter into Shareholder Service Agreements
substantially in the form attached hereto as Exhibit D ("Bank Trust Department
Agreements and Brokers for Bank Trust Department Agreements") with selected bank
trust departments and brokers for bank trust departments. Such bank trust
departments and brokers for bank trust departments will provide some or all of
the shareholder services to their customers as set forth in the Bank Trust
Department Agreements and Brokers for Bank Trust Department Agreements from time
to time. 

SECTION 5.  This Plan shall not take effect with respect to any Shares of any 
Portfolio until (i) it has been approved, together with any related 
agreements, by votes of the majority of both (a) the Board of Directors of 
the Fund, and (b) those Directors of the Fund who are not "interested 
persons" of the Fund (as defined in the 1940 Act) and have no direct or 
indirect financial interest in the operation of this Plan or any agreements 
related to it (the "Disinterested Directors"), cast in person at a meeting 
called for the purpose of voting on this Plan or such agreements, and (ii) 
the execution by the Fund and A I M Distributors, Inc. of a Master 
Distribution Agreement in respect of the Shares of such Portfolio. 

SECTION 6.  Unless sooner terminated pursuant to Section 8, this Plan shall
continue in effect until May 29, 1999 and thereafter shall continue in effect so
long as such continuance is specifically approved, at least annually, in the
manner provided for approval of this Plan in Section 5. 

SECTION 7.  Each Distributor shall provide the Fund's Board of Directors and 
the Board of Directors shall review, at least quarterly, a written report of 
the amounts expended for distribution of the Shares and the purposes for 
which such expenditures were made. 

SECTION 8.  This Plan may be terminated with respect to the Shares of any 
Portfolio at any time by vote of a majority of the Disinterested Directors, 
or by a vote of a majority of outstanding Shares of such Portfolio. Upon 
termination of this Plan with respect to any or all such classes, the 
obligation of the Fund to make payments pursuant to this Plan with respect to 
such classes shall terminate, and the Fund shall not be required to make 
payments hereunder beyond such termination date with respect to expenses 
incurred in connection with Shares sold prior to such termination date, 
provided, in each case that each of the requirements of a Complete 
Termination of the Plan in respect of such class, as defined below, are met. 
A termination of this Plan with respect to any or all Shares of any or all 
Portfolios shall not affect the obligation of the Fund to withhold and pay to 
any Distributor contingent deferred sales changes to which such distributor 
is entitled pursuant to any distribution agreement. For purposes of this 
Section 8, a "Complete Termination" of this Plan in respect of any Portfolio 
shall mean a termination of this Plan in respect of such Portfolio, provided 
that: (i) the Disinterested Directors of the Fund shall have acted in good 
faith and shall have determined that such termination is in the best interest 
of the Fund and the shareholders of such Portfolio; (ii) the Fund does not 
alter the terms of the contingent deferred sales charges applicable to Shares 
outstanding at the time of such termination; and (iii) unless the applicable 
Distributor at the time of such termination was

<PAGE>

in material breach under the distribution agreement in respect of such
Portfolio, the Fund shall not, in respect of such Portfolio, pay to any person
or entity, other than such Distributor or its designee, either the asset-based
sales charge or the service fee (or any similar fee) in respect of the Shares
sold by such Distributor prior to such termination. 

SECTION 9.  Any agreement related to this Plan shall be made in writing, and
shall provide:

     (a)  that such agreement may be terminated with respect to the Shares of 
any or all Portfolios at any time, without payment of any penalty, by vote of 
a majority of the Disinterested Directors or by a vote of the majority of the 
outstanding Shares of such Portfolio, on not more than sixty (60) days' 
written notice to any other party to the agreement; and

     (b)  that such agreement shall terminate automatically in the event of its 
assignment; provided, however, that, subject to the provisions of Section 8
hereof, if such agreement is terminated for any reason, the obligation of the
Fund to make payments of (i) the Distributor's 12b-1 Share in accordance with
the directions of the Distributor pursuant to Section 3(e) or (f) hereof if
there exist Assignees for all or any portion of such Distributor's 12b-1 Share,
and (ii) the remainder of such Distributor's 12b-1 Share to such Distributor if
there are no Assignees for such Distributor's Share, pursuant to such agreement
and this Plan will continue with respect to the Shares until such Shares are
redeemed or automatically converted into another class of shares of the Fund. 

SECTION 10.  This Plan may not be amended with respect to the shares of any
Portfolio to increase materially the amount of distribution expenses provided
for in Section 2 hereof unless such amendment is approved by a vote of at least
a "majority of the outstanding voting securities" (as defined in the 1940 Act)
of the Shares of such Portfolio, and no material amendment to the Plan with
respect to the shares of any Portfolio shall be made unless approved in the
manner provided for in Section 5 hereof.


                                         AIM INVESTMENT FUNDS, INC.
                                         (on behalf of its Class B Shares)
Attest:                                  By:
        Secretary                            President
        Effective as of May 29, 1998.

<PAGE>

                                     SCHEDULE A
                                         TO
                                 DISTRIBUTION PLAN
                                         OF
                             AIM INVESTMENT FUNDS, INC.

<TABLE>
<CAPTION>

CLASS B SHARES                                                             MAXIMUM             MAXIMUM              MAXIMUM
- --------------                                                           ASSET-BASED         SERVICE FEE         AGGREGATE FEE
                                                                         SALES CHARGE        -----------         -------------
                                                                         ------------
<S>                                                                      <C>                 <C>                 <C>
AIM Global Consumer Products & Services Fund                                0.75%               0.25%                1.00%
AIM Global Financial Services Fund                                          0.75%               0.25%                1.00%
AIM Global Health Care Fund                                                 0.75%               0.25%                1.00%
AIM Global Infrastructure Fund                                              0.75%               0.25%                1.00%
AIM Global Resources Fund                                                   0.75%               0.25%                1.00%
AIM Global Telecommunications Fund                                          0.75%               0.25%                1.00%
AIM Emerging Markets Fund                                                   0.75%               0.25%                1.00%
AIM Latin American Growth Fund                                              0.75%               0.25%                1.00%
AIM Global Growth & Income Fund                                             0.75%               0.25%                1.00%
AIM Global Government Income Fund                                           0.75%               0.25%                1.00%
AIM Global High Income Fund                                                 0.75%               0.25%                1.00%
AIM Strategic Income Fund                                                   0.75%               0.25%                1.00%
AIM Developing Markets Fund                                                 0.75%               0.25%                1.00%
</TABLE>

<PAGE>
                  SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATIONS
                           AIM GLOBAL GROWTH & INCOME FUND
                                    CLASS A SHARES

The following is the schedule for the computation of the Standardized Return
quotations for the Class A Shares of the AIM Global Growth & Income Fund Series
of the Registrant.

                                 STANDARDIZED RETURN

Time period covered:  October 31, 1996 - October 31, 1997

Formula:              P(1 + T)*N = ERV

P = initial investment ($1,000)
T = average annual total return
n = number of years (1)
ERV = ending redeeming value ($1124.60 which assumes deduction of the maximum
      5.50% sales charge on a $1,000 investment at the beginning of the period)

Calculation:
              $1,000 (T + 1)*1           =       1124.60
              (T + 1)*1                  =      (1124.60/$1,000)
               T + 1                     =      (1124.60/$1,000)*1
               T                         =      (1124.60/$1,000)*1 - 1
               T                         =       0.1246
- -------------------------------------------------------------------------------

Time period covered:  October 31, 1992 - October 31, 1997

Formula:              P(1 + T)*N = ERV

P = initial investment ($1,000)
T = average annual total return
n = number of years (5)
ERV = ending redeeming value ($1801.14 which assumes deduction of the maximum
      5.50% sales charge on a $1,000 investment at the beginning of the period)

Calculation:
              $1,000 (T + 1)*5            =       1801.14
              (T + 1)*5                   =      (1801.14/$1,000)
               T + 1                      =      (1801.14/$1,000)*.2
               T                          =      (1801.14/$1,000)*.2 - 1
               T                          =       0.1249
- -------------------------------------------------------------------------------

Time period covered:  September 25, 1990 (commencement of operations)
 - October 31, 1997

Formula:              P(1 + T)*N = VOA

P = initial investment ($1,000)
T = average annual total return
n = number of years (2593 / 365 = 7.10)
VOA = ending value of account ($2210.81 which assumes deduction of the maximum
      5.50% sales charge on a $1,000 investment at the beginning of the period)

Calculation:
              $1,000 (T + 1)*7.10        =       2210.81
              (T + 1)*7.10               =      (2210.81/$1,000)
               T + 1                     =      (2210.81/$1,000)* 0.14
               T                         =      (2210.81/$1,000)* 0.14 - 1
               T                         =       0.1182
- -------------------------------------------------------------------------------

Time period covered:  September 25, 1990 (commencement of operations)
 - October 31, 1997

Formula:              T = (VOA / P) - 1

P = initial investment ($1,000)
T = aggregate total return
VOA = ending value of account ($2210.81 which assumes deduction of the maximum
      5.50% sales charge on a $1,000 investment at the beginning of the period)

Calculation:
               T                         =      (2210.81/$1,000) - 1
               T                         =       1.2108
- -------------------------------------------------------------------------------


Time period covered:  October 31, 1987 - October 31, 1997

Formula:              P(1 + T)*N = ERV

P = $1,000
T = average annual total return
n = number of years (10)
NA

Calculation:
               NA
               NA
               NA
               NA
               NA


<PAGE>


                  SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATIONS
                           AIM GLOBAL GROWTH & INCOME FUND
                                    CLASS A SHARES


The following is the schedule for the computation of the Non-Standardized Return
quotations for the Class A Shares of the AIM Global Growth & Income Fund Series
of the Registrant.


                               NON-STANDARDIZED RETURN


Time period covered:  October 31, 1996 - October 31, 1997

Formula:              P(1 + T)*N = ERV

P = initial investment ($1,000)
T = average annual total return
n = number of years (1)

ERV = ending redeeming value ($1190.05, which does not take sales charge into
      account)

Calculation:
              $1,000 (T + 1)*1           =       1190.05
              (T + 1)*1                  =      (1190.05/$1,000)
               T + 1                     =      (1190.05/$1,000)*1
               T                         =      (1190.05/$1,000)*1 - 1
               T                         =       0.1901
- -------------------------------------------------------------------------------

Time period covered:  October 31, 1992 - October 31, 1997

Formula:              P(1 + T)*N = ERV

P = initial investment ($1,000)
T = average annual total return
n = number of years (5)
ERV = ending redeeming value ($1906.07, which does not take sales charge into
      account)

Calculation:
              $1,000 (T + 1)*5           =       1906.07
              (T + 1)*5                  =      (1906.07/$1,000)
               T + 1                     =      (1906.07/$1,000) * .2
               T                         =      (1906.07/$1,000) * .2  - 1
               T                         =       0.1377
- -------------------------------------------------------------------------------

Time period covered:  September 25, 1990 (commencement of operations)
- - October 31, 1997

Formula:              P(1 + T)*N = VOA

P = initial investment ($1,000)
T = average annual total return
n = number of years (2593 / 365 = 7.10)

VOA = ending value of account ($2339.48, which does not take sales charge into
      account)

Calculation:
              $1,000 (T + 1)*7.10        =       2339.48
              (T + 1)*7.10               =      (2339.48/$1,000)
               T + 1                     =      (2339.48/$1,000)* 0.14
               T                         =      (2339.48/$1,000)* 0.14 - 1
               T                         =       0.1272
- -------------------------------------------------------------------------------

Time period covered:  September 25, 1990 (commencement of operations)
  - October 31, 1997

Formula:              T = (VOA / P) - 1

P = initial investment ($1,000)
T= aggregate total return
VOA = ending value of account ($2339.48, which does not take sales charge into
account)

Calculation:
               T                         =     (2339.48/$1,000) - 1
               T                         =      1.3395
- -------------------------------------------------------------------------------
Time period covered:  October 31, 1987 - October 31, 1997

Formula:              P(1 + T)*N = ERV

P = $1,000
T= average annual total return
n = number of years (10)
NA

Calculation:
               NA
               NA
               NA
               NA
               NA

<PAGE>

                  SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATIONS
                           AIM GLOBAL GROWTH & INCOME FUND
                                   CLASS B  SHARES

The following is the schedule for the computation of the Standardized Return
quotations for the Class B  Shares of the AIM Global Growth & Income Fund
Series of the Registrant.

                                 STANDARDIZED RETURN

Time period covered:  October 31, 1996 - October 31, 1997

Formula:              P(1 + T)*N = ERV

P = initial investment ($1,000)
T = average annual total return
n = number of years (1)
ERV = ending redeeming value ($1132.83 which assumes deduction of the maximum
      5.50% sales charge on a $1,000 investment at the end of the period)

Calculation:
              $1,000 (T + 1)*1           =       1132.83
              (T + 1)*1                  =      (1132.83/$1,000)
               T + 1                     =      (1132.83/$1,000)*1
               T                         =      (1132.83/$1,000)*1 - 1
               T                         =       0.1328
- -------------------------------------------------------------------------------

Time period covered:  October 31, 1992 - October 31, 1997

Formula:              P(1 + T)*N = ERV

P = initial investment ($1,000)
T = average annual total return
n = number of years (5)
ERV = ending redeeming value ($1826.62 which assumes deduction of the maximum
      5.50% sales charge on a $1,000 investment at the end of the period)

Calculation:
              $1,000 (T + 1)*5           =       1826.62
              (T + 1)*5                  =      (1826.62/$1,000)
               T + 1                     =      (1826.62/$1,000)*.2
               T                         =      (1826.62/$1,000)*.2 - 1
               T                         =       0.1281
- -------------------------------------------------------------------------------

Time period covered:  October 22, 1992 (commencement of operations)
 - October 31, 1997

Formula:              P(1 + T)*N = VOA

P = initial investment ($1,000)
T = average annual total return
n = number of years (1835 / 365 = 5.03)
VOA = ending value of account ($1833.12 which assumes deduction of the maximum
      5.50% sales charge on a $1,000 investment at the end of the period)

Calculation:
              $1,000 (T + 1)*5.03        =       1833.12
              (T + 1)*5.03               =      (1833.12/$1,000)
               T + 1                     =      (1833.12/$1,000)* 0.20
               T                         =      (1833.12/$1,000)* 0.20 - 1
               T                         =       0.1282
- -------------------------------------------------------------------------------

Time period covered:  October 22, 1992 (commencement of operations)
 - October 31, 1997
Formula:              T = (VOA / P) - 1

P = initial investment ($1,000)
T = aggregate total return
VOA = ending value of account ($1833.12 which assumes deduction of the maximum
      5.50% sales charge on a $1,000 investment at the end of the period)

Calculation:
               T                         =      (1833.12/$1,000) - 1
               T                         =       0.8331
- -------------------------------------------------------------------------------


Time period covered:  October 31, 1987 - October 31, 1997

Formula:              P(1 + T)*N = ERV
P = $1,000
T = average annual total return
n = number of years (10)
NA

Calculation:
               NA
               NA
               NA
               NA
               NA


<PAGE>


                  SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATIONS
                           AIM GLOBAL GROWTH & INCOME FUND
                                   CLASS B  SHARES

The following is the schedule for the computation of the Non-Standardized Return
quotations for the Class B  Shares of the AIM Global Growth & Income Fund
Series of the Registrant.

                               NON-STANDARDIZED RETURN

Time period covered:  October 31, 1996 - October 31, 1997

Formula:              P(1 + T)*N = ERV

P = initial investment ($1,000)
T = average annual total return
n = number of years (1)
ERV = ending redeeming value ($1182.83, which does not take sales charge into
      account)

Calculation:
              $1,000 (T + 1)*1           =       1182.83
              (T + 1)*1                  =      (1182.83/$1,000)
               T + 1                     =      (1182.83/$1,000)*1
               T                         =      (1182.83/$1,000)*1 - 1
               T                         =       0.1828
- -------------------------------------------------------------------------------

Time period covered:  October 31, 1992 - October 31, 1997

Formula:              P(1 + T)*N = ERV

P = initial investment ($1,000)
T = average annual total return
n = number of years (5)
ERV = ending redeeming value ($1846.51, which does not take sales charge
      intO account)

Calculation:
              $1,000 (T + 1)*5           =       1846.51
              (T + 1)*5                  =      (1846.51/$1,000)
               T + 1                     =      (1846.51/$1,000) * .2
               T                         =      (1846.51/$1,000) * .2  - 1
               T                         =       0.1305
- -------------------------------------------------------------------------------

Time period covered:  October 22, 1992 (commencement of operations)
 - October 31, 1997

Formula:              P(1 + T)*N = VOA

P = initial investment ($1,000)
T = average annual total return
n = number of years (1835 / 365 = 5.03)
VOA = ending value of account ($1843.12, which does not take sales charge into
      account)

Calculation:
              $1,000 (T + 1)*5.03       =       1843.12
              (T + 1)*5.03              =      (1843.12/$1,000)
               T + 1                    =      (1843.12/$1,000)* 0.20
               T                        =      (1843.12/$1,000)* 0.20 - 1
               T                        =       0.1294
- -------------------------------------------------------------------------------

Time period covered:  October 22, 1992 (commencement of operations)
 - October 31, 1997

Formula:              T = (VOA / P) - 1

P = initial investment ($1,000)
T = aggregate total return
VOA = ending value of account ($1843.12, which does not take sales charge into
      account)

Calculation:
               T                        =      (1843.12/$1,000) - 1
               T                        =       0.8431
- -------------------------------------------------------------------------------

Time period covered:  October 31, 1987 - October 31, 1997

Formula:              P(1 + T)*N = ERV

P = $1,000
T = average annual total return
n = number of years (10)
NA

Calculation:
               NA
               NA
               NA
               NA
               NA

<PAGE>

                  SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATIONS
                           AIM GLOBAL GROWTH & INCOME FUND
                                  CLASS ADV  SHARES

The following is the schedule for the computation of the Standardized Return
quotations for the Class Adv  Shares of the AIM Global Growth & Income Fund
Series of the Registrant.

                                 STANDARDIZED RETURN

Time period covered:  October 31, 1996 - October 31, 1997

Formula:              P(1 + T)*N = ERV

P = initial investment ($1,000)
T = average annual total return
n = number of years (1)
NA

Calculation:
               NA
               NA
               NA
               NA
               NA
- --------------------------------------------------------------------------------

Time period covered:  October 31, 1992 - October 31, 1997

Formula:              P(1 + T)*N = ERV

P = initial investment ($1,000)
T = average annual total return
n = number of years (5)
NA

Calculation:
               NA
               NA
               NA
               NA
               NA
- --------------------------------------------------------------------------------

Time period covered:  May 31, 1995 (commencement of operations)
- - October 31, 1997

Formula:              P(1 + T)*N = VOA

P = initial investment ($1,000)
T = average annual total return
n = number of years (884 / 365 = 2.42)
VOA = ending value of account ($1450.87 which assumes deduction of the maximum
      5.50% sales charge on a $1,000 investment at the end of the period)

Calculation:
              $1,000 (T + 1)*2.42        =       1450.87
              (T + 1)*2.42               =      (1450.87/$1,000)
               T + 1                     =      (1450.87/$1,000)* 0.41
               T                         =      (1450.87/$1,000)* 0.41 - 1
               NA
- --------------------------------------------------------------------------------

Time period covered:  May 31, 1995 (commencement of operations)
 - October 31, 1997

Formula:              T = (VOA / P) - 1

P = initial investment ($1,000)
T = aggregate total return
VOA = ending value of account ($1450.87 which assumes deduction of the maximum
      5.50% sales charge on a $1,000 investment at the end of the period)

Calculation:
               T                         =      (1450.87/$1,000) - 1
               T                         =       0.4509
- --------------------------------------------------------------------------------

Time period covered:  October 31, 1987 - October 31, 1997

Formula:  P(1 + T)*N = ERV

P = $1,000
T = average annual total return
n = number of years (10)
NA

Calculation:
               NA
               NA
               NA
               NA
               NA


<PAGE>


                  SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATIONS
                           AIM GLOBAL GROWTH & INCOME FUND
                                  CLASS ADV  SHARES

The following is the schedule for the computation of the Non-Standardized Return
quotations for the Class Adv  Shares of the AIM Global Growth & Income Fund
Series of the Registrant.

                                 STANDARDIZED RETURN

Time period covered:  October 31, 1996 - October 31, 1997

Formula:              P(1 + T)*N = ERV

P = initial investment ($1,000)
T = average annual total return
n = number of years (1)
ERV = ending redeeming value ($1192.34, Class Adv shares have no sales charge)

Calculation:
              $1,000 (T + 1)*1           =       1192.34
              (T + 1)*1                  =      (1192.34/$1,000)
               T + 1                     =      (1192.34/$1,000)*1
               T                         =      (1192.34/$1,000)*1 - 1
               T                         =       0.1923
- --------------------------------------------------------------------------------

Time period covered:  October 31, 1992 - October 31, 1997

Formula:              P(1 + T)*N = ERV

P = initial investment ($1,000)
T = average annual total return
n = number of years (5)
NA

Calculation:
               NA
               NA
               NA
               NA
               NA
- --------------------------------------------------------------------------------

Time period covered:  May 31, 1995 (commencement of operations)
 - October 31, 1997

Formula:              P(1 + T)*N = VOA

P = initial investment ($1,000)
T = average annual total return
n = number of years (884 / 365 = 2.42)
VOA = ending value of account ($1450.87, Class Adv shares have no sales charge)

Calculation:
              $1,000 (T + 1)*2.42        =       1450.87
              (T + 1)*2.42               =      (1450.87/$1,000)
               T + 1                     =      (1450.87/$1,000)* 0.41
               T                         =      (1450.87/$1,000)* 0.41 - 1
               T                         =       0.1663
- --------------------------------------------------------------------------------

Time period covered:  May 31, 1995 (commencement of operations)
 - October 31, 1997

Formula:              T = (VOA / P) - 1

P = initial investment ($1,000)
T = aggregate total return
VOA = ending value of account ($1450.87, Class Adv shares have no sales charge)

Calculation:
               T                         =      (1450.87/$1,000) - 1
               T                         =       0.4509
- --------------------------------------------------------------------------------

Time period covered:  October 31, 1987 - October 31, 1997

Formula:  P(1 + T)*N = ERV

P = $1,000
T = average annual total return
n = number of years (10)
NA

Calculation:
               NA
               NA
               NA
               NA
               NA



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